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Home My WebLink AboutC-1473 - West Coast Highway, 1221 - Lease for Retaining Wall "Balboa Bay Club"CONSENT To ASSIONNINTS OF MISSIMED ESTRTS HF DSmis or TRUES Reference is hereby made to that certain lease dated March 24, 194S, as amsaded April 10, 1950, Septeaber.25. 1952, and Marsh 28, 1960, *herein the t TT OF SORT DUCH, a municipal corporation, is the Lesser, and BAU M flfl CLUB. INC., a California corporation, is Lessee, covering and affecting certain real property situated in the City of.. Newport Beach, County of Orange, State of California,. Which propertyis more particularly described in said lease, as amended. Said lease, and the first two amendments thereto. were recorded in the Office of the County Recorder of Orange County on the 14th day of January, 1954, in Bonk 2651 at pages 126, 146, and 152 of Official Records. BALBGIA HAY CLUB, MO., as Lessee under said lease, pro- poses to assign the leasehold estate created thereby. by four septets and distinct deeds of trust (b.reinafter re-. (erred to as("Said assignments"), each of which deeds of trust relates separately and respectively to certain portions of the leasehold estate more particularly described in said deeds of trust. Uneaecuted copies of said deeds of tryst.. are attached to this force of consent. marked Inhibits 'AAA". "B", "C", and "D" respectively, and by this reference in- corporated in this instrument for identitioation. Said deeds of trust are further described as follows: 1. "A" - being s Deed of Trust to be given by the. Balboa Bay Club, lac., a Califoraia corporatist. as Truster. in favor of van Nuys Savings & Lean Associatis , a California corporation, iss'beneficiary, as securityfor alai payment,' of an indebtedness Lithe sum of $1,130,000.00. 2., "B" - being a Deedof Trust to be given by the Balboa say club, Inc., a California corporation, AS truster, in favor of Van ;Nye Sivingi & Loan Association, aCalifornia corporation. as beneficiary, AS security for the payment of an indebtednees. in the as of$1,000,90040. 3. "C" . being a'Dowsd of Trust tehe giveoby the Balboa Bay Club, Inc., a California corporations'*. Traitor, in favor of Van Buys savings & Icon ASSOCilitiOns a,Californis corporation, as beneficiary, as security for thopsyment of an indebtecinesis in the sum of $650,000.00. 4. "D" - being a need of Trust to be given by'the Balboa Bay Club, Inc., a California corporation, OS,TVUStOrf in favor of Van Nuys Savings & Loan Association, aCalifornia corporation, as beneficiary, as security for the payment of an indebtedness in the sum of $200,000.00. the CITY mummer BEACH, as the LessorelterebyConeente, to said assignments upon the condition that the same' is given and accepted *abject to the following covenants and conditions, toswite. (a) That except as heroin otherwise provided, said assignments and all rights now or hereafter acquired thereunder, an, and sash shall be subject to each and all of the eivinants, conditions and restrictions set forth in said lame, and to all rights and interests of tensor thorsin, none of which aro or Shall be waived by this consent; (b) That amid there* by any conflict between the provi- sion* of said lease and the provisions of any of said assignments, ths forme Shall control; (a) That if the leasehold eeKate of said Lessee Shall be foreclosed or otherein aopuired under any one or sore of said assignments. the: tramsterse or - transferees thereof shall thereupon and thereby assume the performance of and shall be bound by eacia and all of the revenants. conditions sad Obligations provided in said lease to be performed end Observed by the Lessee (d) That the undersigned City of awydrt leech agrees that it will not terminate said lames bseause of any default or brio* thereunder on the part of the Lessee if the holders of Said assignments, or any of them. within thirty (30) days:efts. iw service of Written notice from said Lessor of its intention to terminate maid least for snap default or bcest, shall either enure nit default or breseh, if the saws can be cured by the payment of money. or it otherwise. !Mall Under- ta)es in writing with and for the benefit of said Lessor. to keep and perform all of the covenants and conditimi of said isaesprovided therein to be kept end pertorep by, the Leases. until Ouch time as said leasehold Shall be sold upon fareolosure pursuant to said assignments. or any of them. or shall be released or reoodveyed thereunder, provided. however, that if the holder of the trust deed shall fail or reties to comply with any and all of the conditions of this sub -paragraph (d). then and thereupon said Lessor shall be released from the covenant of forebearsnce herein contained; and Iny notice provided for in this cub -paragraph (d) Shall be for the service of notices, and shall be delivered or directed to the bolder of the trust deed at its address as Last shorn on the records of the Lessor! (e) That the City of Seaport beadA% assumes no liability. or respooa°itety'for the order of priority of said deeda of trust or the relation of one to the other. or any of thee • (f) That upon and immediately after the recording of the trust dead maid Lessee. et its own amcprnss, shall amuse to be recorded in the office of the Recorder of said Orange County a written realest executed and ack- nowiedged by said Lento. for a copy of any notice of default and of any notice of sale under the trust deeds at provided by the statutes of the State of California relating thereto. CaaoUrre tt*y With - tins eneoation of this consent said LOOMS shall tarnish to said Lessor a complete copy of the trust deeds, and the notes severed thereby. together with the names and addresses of the holders thereof. (9) That this torn of eenseat shall be recorded cep. toeperansoael .vith the recordation of the origiaa1 deeds of trait herein referred to and to which this consent relates, in which scant the copies of said deeds of trust attiahsd hereto 'hall not be recorded. This consent is caaditioaed wen the emecution by the Lessee and the Assignee of the Acooptence and Agre!aasnt attached hereto and made a part 'hereof. Dated C U f 1944 CITY at imitcorr / /id-17 ACCIMPOLINS AND a(OUNIKONT The undersigned WS DOS CADD, !WC., a CaliSarnil oerporation1 as the Lessee and assigner naiad -in the -fore- going Consent. and as the trusterinuSer the Deeds of Trust therein emattietswi. Snits Own behalf, and with and for the benefit of the -Lesser Exams4 in said Consent does hereby approve. accept, sad *gran to be bound by eaeh and all of tha cOnditions And:covenants net forth in said Consent. Dated at Beverly Billet California. this day Of March, 1964. (corporate seal) SSTS OP CUMULI ) ) es COMM or WS ate) 30 7z SAMOA SAT CLOS. IOC. c•-• Vice -President 2Z on this S dayOf March, 1964, before me, the underN. signed. A-Mtrarriublic in and for -said County and State, personally appeared adward D. Tisch and Sante Z.Livingston, known to me to be the VieeePresident and Seeretary respectively, of the corporation that executed the within instrument, and known te ma to be the persons who executed -the within inetrue, ment on behalf of the corporation therein named, and acknowledg- ed to as that such corporation executed the within instrument pursuant to its by-laws or a resolution of itaDoard of Directors. AMISS my hand and official seal. • Notary Puha* in and for said County and State.: - MARIAN D. McDONALD My Commission Expires January 8, 1967. ACCEPTANCE AND AGREEMENT The undersigned VAN NUYS SAVINGS AND LOAN ASSOCIATION, a California corporation, as the beneficiary named in the foregoing Consent, and in certain respective deeds of trust therein mentioned, in its own behalf and for its successors in interest, and with and for the benefit of the Lessor named in said Consent does hereby approve, accept and agree to be bound by .each and all of the conditions and covenants set forth in said Consent. Dated at Van Nuys, California, this 'l�T day of )larch, 1964. VAN NUYS SAVINGS AND LOAN ASSOCIATION By - resident. By Secretary. STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGET TES ) On this 3.<day of March, 1964, before me, the under- signs a Notary Publi d fir said C--r ty and state per- sona appears • �1_� < . . and fe" :r to me to be the Psident and Secretary, respectively, of the corporation that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the within instrument p -- t to its by- laws or a resolution of its Board of Dirac WITNESS my hand and official se v.^c.,;., E NCTA,,r Fu!L;c - C L::a02MA FFINCL^Ai OFiICE IN LOS ANGLES COUNTY No Public in J+i for s- /4 ounty ana f'a ce VIRCVNM E. OGLESBY, MY Commtsston Expires March 30,1996 van Y H. J S... s avhig 8 AND LOAN ASSOCIATION 6569 VAN NUYS BOULEVARD/VAN NUYS, CALIFORNIA/ 792-7250/ 573-1020 March 31, 1964 City Council City of Newport Beach 3300 Newport Boulevard Newport Beach, California Gentlemen: GAYLE E. POST Reference is made to the.lease and amendments thereto recorded in Book 2651, p. 126, Book 2651, p. 1116, Book 2651, p..152, and Book 5179,'p. 430, all Official Records of Orange County, the leasehold estate of which is now vested in Balboa Bay Club, Inc., a corporation, formerly Wrather Investment, Inc., a corporation, and under which the City of Newport Beach is lessor. You have been requested to approve the assignment of said leasehold by four deeds of trust, each on a separate parcel of the leasehold, to secure an indebtedness totaling $3,000,000. in favor of Van Nuys Savings and Loan Association. In considering the approval, you have requested Van Nuys 6avings and Loan Association as lender to indicate the purposes for which the proceeds of the loans will be used. The proceeds of the loans will be .used to make the payments referred to in clause (I)., below and to make any one or more of the other payments referred to below: (I) to pay all remaining indebtedness secured by the deeds of trust recorded April 6, 1960, as document No. 60010, in Book 5179, page lth, recorded April 6, 1960; as document No. 60011, in.Book 5179, page 458, recorded April 6, 1960, as document No. 60012, in Book 5179, page 472, recorded April 6, 1960, as document No: 60013, in Book 5180, page 2, and recorded April 6, 1960, as document No. 60016, in Book 5180, page 77; (II) to pay or prepay any present indebtedness of Balboa Bay Club, Inc, to United California Bank; (III) to pay all costs of insurance, commissions, escrow, engineering and legal fees incurred in connection with consummating the aforesaid loans from Van Nuys Savings and Loan Association aggregating approximately $150,000.; (IV) to reimburse Balboa Bay Club, Inc. for any expenses incurred by Balboa Bay Club, Inc. on or after January 1, 1963 in connection with improvements to the leasehold not to exceed such proceeds; (V) to pay the costs of improvements to the leasehold here- after incurred not to exceed such proceeds; and/or (VI) to pay or prepay principal and/or interest payments in respect to the aforesaid indebtedness to Van Nuys Savings and Loan Association. The proceeds from the loans shall be disbursed to make the payments referred to in clause (I) through (IV) above at the close of escrow, and thebalance of such proceeds shall be disbursed at the request of Balboa Bay Club, Inc. only for payment of the. expenses of the types referred to above. None of such proceeds shall be used to pay any indebtedness of Balboa Bay Club, Inc. to any of its shareholders or to Inwood, Investment Company. The above information is. furnished to. induce you to approve the assignments as requested by Balboa Bay Club, Inc. Very truly yours, VAN NUYS SAVINGS AND LOAN ASSOCIATION Gayle E. Post - Vice President CC: Balboa Bay Club, Inc. RECORDING BODES -MD BY HEN RSCORDCD- MAIL. To -. Van Nuys Savings and Loan Association 6569 Van 'Nuys Boulevard Vas Nuys, California aPACZ: AE:OVE-THIS UNE FOR RECORDER'S USE-- i eend of ` Trust and Assignment of Rents (Long Foam) This Deed of Trust, Made this 25th : day of March '"19 64 ,between. BALBOA BAY CLUB, INC., a corporation, formerly Wrather Investment, Inc., a corporation , herein Ailed TRUSTOR, whose address is: 1221West Coast Highway Newport Beach, California (Nutabetand 'Street) ' - (CSty) - (Zane) (State) -. TRANS -COAST ii•1\TFSTMENT CO. a California Corporation, herein called TRUSTEE, and VAN NUYS SAY. ¥ GS AND LOAN ASSOCIATION, a California corporation, of Los Angeles, California, herein calked BENEFICIARY; Witnesseth: That Truster IRREVOCABLY GBANTS, TRANSFERS AND ASSIGNS TO TRUSTEE IN7$UST, WITH POWER OF SALE, that property im the ` city of Newport Beach County of Orange State ofCalifornia, described as: TOGEIIIER WITH tta ;er.ts, iasues and proatathereof, SUBJECT, HOWEVER, to the right, power and authority berelMfter g(ren :o and conferred upon Beneficiary to collect apt apply such rants, issues and profits; Pot the a'linose e= Secu performance of each agreement of Tramps h ooataitsed and payment tit the attm" M LLION ONL HUND ED PIPTY THOUSAND AND NOL1PO _....._Doe sa$ (S 1.41 .D.O.0�Q wi :merest thereon acco:'ding to t}te-.leans -of-a romisaory-note, duet:- lrlarCtl ?5 : 19;;64, payable to Benef nary o o.dt:. cad ;nude by Tru.+t.rz,., ' i ,i. -. el" ' s t.,. ►. der. `A a icier, `tieutd s t for self, convey, transfer or dispose of said property, er any part thereof,[ without the written consent of II final Lad and oh.ained, then :Beneficiary shall.. have the right; at its option, to declare all sums secured hereby forthwith due at A. To protect the security of thisEDeed of Trust, Truator agrees: (!y To pay the note -above referent to accoYding to its terms. To 'seep said property In good condition: one. repairs not remove or demolish any building. thereon; to �camphile or rester. promptly and in and workmanlike manner any building which may bo'constructed, damaged or destroyed thereon and '-ta pay whendue-01 tidies for laborperhninecl and materials tarnished t,aaces t0 ere* :with all laws affecting wed property or requiring any alterations oR improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer ar permit any act upon said property in: violation of tavq'f0 de an ads whfd ken the charcclet , or use of the property may be reasonably naceuary. (3) To provide, mo::a(,in anddeliver to Beneficiary ,ita and other insurance roquirod front,timeto time by Beneliciary, salkfatae.y t0 andwith ion payola's to fiery. -. tcry: TP.c amount -collected. under any Rice or other irr.cronce policy may be applied by Beneficiary upon any Indebtedness wound hereby and in suci: order cs Canenctary-may determine, or or option of 3aneflciory the entire amount set collected', or any port thereof may be released to Truster. Such op, cafioa cr ,ctaaso shall not cure or waive any default or.noticr cf default hereunder or invalidate any ad doneputwant'to such notice, (4) ' To ap e.eur in end defend- any action or proceeding purporting to effect I.,. security hereof or tho rightsetpowers of emtosffory or Trustees and to pay all cos: ond ezpev:us, including tort. of -evidence, of ;Inc, ond ;.Forney' ..nis in a reasonable sum,. in any such action or proceeding in which Senate). ry or Trustee moy oe made -a party. - { To pays when due, all loxesend assessments afeding-said property,i::ciuding assessments on appurtenant water stocksallmsumbrohces, chargoc end liens, with interest, op saidpropertyor any part thereof; which eppeor 10 bo prior or superior heretot eft costs. teas and expenses ct this Tr. :. - - Should:.Trustor foil to make any payment or to-do any act as herein provided, then Beneficiary or Trustee, but without obbgatf0rso he do and witrolrt notice to or demand upon Truster and without: releasing truster from anyobligationhereof,mays make ordo the some in such manner cunt to such moan: as either may deem necessary toprotect the,saeurity hereof,. Beneficiary or. Trustee being authorized to enter upon said property for suds purposes; appear In and defend any acton a; proceeding purporting to affect the security hereof or the rights orpowers of Beneflciaty;or Trustees pay, purchase, contest or compromiseany incumbru,co, charge or Yen which.. in the judgment of either appears to be prior as. superior hereto, and, in exert/ship any such powers, pay necessary expanse!: a ploy counsel and pay his reasonable> fees, - - (6) To pay immediately and without demand ell wets, so expended` by Benefciary or Trustee, with irkrest from date of eapead.tna„at avob por cent per anr.rn, and the repayment thereof shots be secured hereby, () For all purposes of this Deed of Trust all go; and electric futures, rot 'ors, heaters, engines and machinery; boilers, ranges,'etevestor, and mate ., 'za.a tubs, sinks, water closets, basin,)pipes, faucets, -and other pimabing and heating fixtures, mirrors, refrigerating purl/., .csbeRes, .basking' opporc•cs and appurtenonms, and such otturegoods-and chattels,and personal -property as are usually sad -with, or furnished byaandlat4 tic racing of the character hereby convoyed, staff be deemed to be fixtures and a part of the realty:, 2. It is mutually agreed• that: (t; Any a., :.-c of damages ie cannedioa with any sondaatr.,.'icn 'or pu6(ic use.. at or injury-40 sold property Of any gert ttarnl, Of Any tom- . p c ardi other>oymenls'-or. relief due'1o: damdge ta_tha :raperly in any Teener Is herebyasilgned and shall be mild tor eeneflday rfbe t ,,y or t i<se s • moneys received byhim in the some nic.tcar and with the same cited as: above provided far disposgcon of prebaedtof or oirar urc.me. i:cnoficio y, in its own name,at its-aption, :nor appear in andproteeute any adian et proeeedtag retch,. b gush damage! ., ..r /o. may..:a any cioi,, therefor.- - - - j... . eg payment of any sum secured hereby after its duo data, Benefldasy does not waive his right althea to requite prompt payment amn turns so secured or to declare default far,fou vre **pay. - `; tct.al•e° - A Leasehold Estate created by that certain lease dated March 24, 1948, executed by City of Newpo t nlaQb( H !moic4p41 'corporation, as lessee, for the term osT40y . f 4e114 tier 1, 1948 and continuing to and including fil4731st day of. August, 1998; upon the terms, conditions and covenants,. therein , provided, recorded January 14, 1954, in book 2651 page 126, Official Records, and as amended by instrument dated April 10, '1950, executed by said lessor and said lessee, recorded Janu- ary 14, 1954, in book 2651 page 146, Official Records,iand as, further amended by instrument dated September 29, 1952, executed.':: by said lessor and said lessee, recorded January.14,.1954, in book 2651 page 152, Official Records, and.by'an instrument dated March 28, 1960, executed by said leasor.and lessee, recorded April 6, 1960 as document No. 60007,. upon the terms, conditions:and covenants•,.as therein provided. The interest of the lessee under said lease was. assigned..''. to Wrather Investment, Inc., a corporation,. now Balboa Bay Club»w •.Inc.,a corporation, by assignment recorded April 6i 1960 as document No..60015, in Book 5179, page 561, Official. Records,, .covering in part the following described property (identified as Parcel. I )= l4f -certain property situated in the City of Newport Beach, County b7.6ranq.-, State of California described as follows: Beginning at a point on the U. S. Bulkhead line extending from U. S. 'Bulkhead Station No. 129 to U. S. Bulkhead Station.No. 130, as said ,Bulkhead line and Bulkhead Stations are laid out and shown on a map of Newport Bay, California, showing Harbor lines approved by the War Department, January 18, 1917, which sH.c1 point is distant south 61° 00' 00" East, measured along said Bulkhead.line, 700.00 feet iron the intersection:of said Bulkhead line with the southwesterly prol6 ngatian of the center line of Irvine Avenue, as shown on a map of First Addition to Newport Heights, recorded in Book 4 Page 94 of Miscellaneous Maps, in the"office of the County Recorder of said Orange County, said point of intersection being the most, southerly. .corner of Lot l of. Tract No. 919, as shown on a map recorded in boon Pages 31 to 34 inclusive of Miscellaneous.Maps, in the office of county recorder of said Orange County; thence North 28° 50' 553" Eii; , 154.19 feet to a point in the southerly line of the 100 foot right of way of the California. State Highway,ORA-60B, said point. being,] radial to Engineer's Station 6+-56.15 in the centerline of said highway, said rd:ial bears North 19° 37' .57" .East from said point, said southerly line being a lcurve, concave northerly and having a radio^ .of 2050 : feet.;, thence easterly, along sa4ct southerly line, through a central angle. of 3°,. 5p;', 27.5142.79 feet to a tangent line;. thence Soutth.74° 21' 30" East along said tangent line and.said southerly line 56') Feet; .the.'nce leaving said southerly right of way South 28° 58' 53" , idl.90 feet; l.hsnce.South 61° 01' 07" East i11.60 feet; thence 5(l' 53".%cst 480.00 feet to "a l ne'parallei.with and distant 3�+ .vU ,J::eL 'souLhw kerly measured' at right angles' 'from .tie above 1 ,,n-tio'nc.za U. .S. .Bulkhead line between Station No'. 113 and Station No. 130; ure(�ce North' 61a 1 01" ' 0i" Melt'along said parallel'' line,' 798.00 feet; . . tie.rcc. North' 28° 5$4.'53"' East' 3'SO'..do feet'.'to 'tYie'.point`of.begin>:ing. EXCEPT that portion described as follows: Beginning at a point on the southerly line of the 100 foot right of•way of the California State Highway ORA-60B in Orange County, California, said point of beginning being at right angles to Engineer's Station 7+95.46 in the center line of "said highway; thence South 15° 38' 30" West,'44.00 feet; thence '. North 74° 21' 30" West, 34:00 feet;' thence North 15° 38' 30" East to an. intersection with the said southerly line of the State Highway; thence southeasterly along said southerly line to the point of beginning.. 12. • • (3) Al any time or tramlines to time, without liability therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note far endorsement, and without °Reding the personal liability of say person for payment of the indebtedness secured or the lien upon the remainder of the property hereby conveyed for the full amount of the indebtedness then remaining unpaid, Trustee may: "'convey any part of said property; consent IAA.* making of any map or plat thereat) join In granting any easement thereon: or loin in any extension agreement of ony agtesm.nt'subordinoting; the lion ar charge hereof: (4) Upon written request of Beneficiary slating thol all sums secured hereby have bean paid, and upon surrender' of this Deed and sold note to Trustee for ,cancellation and retention and upon payment of Its,f.es, Trustee shall reconvey, without warranty, the properly then held hereunder. The recitals In such nconveyance of any mutters or facts shall be concludes proof of the truthfulness thereof. The grant*. in such reconveyanc' may be de- scribed as "the .person or persons legally entitled thereto." • '• • (5) As additional security, Truster hereby gives to and confers upon Beneficiary the fight, power and authority, during the continuance of these Trusts, to collect the rents. issues and profits of said properly, reserving unto Truster the right, prior to any default by Truster in payment of any indebtedness seterodhereby or Id performance 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 nonce, either in parson, 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 saidpropedy or any part thereof; in his own name sue for or otherwise collect such tents. issuer and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable oebrney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine.' The entering . upon and taking possession of said properly, the collection of such rants, Issues and profits end the application. thereof as aforesaid, shall not cure or waive any.defoull or notice of default hereunder or Invalidate any ad dons pursuant to such notice.• (6) Upon breach or default by the Truster, as set forth In the lost preceding paragraph, the Beneficiary may declare all sums secured hereby immedi- dtety due and payable either by commenting an action le foreclose this Dead of Trust as a mortgage pursuant to the statute in such case made and. provided, or by the delivery to the Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold the said property, which notice the Trustee shall muse to be duly filed for record in case of foreclosure by exercise of the power of sale herein. The Beneficiary oleo shall deposit With the Trusts* this Deed and the said not* and such receipts and evidence of expenditures made and secured hereby as the Trustee may require. • Notice of sale having been given as Then required by law and ofNr lapse of such time as may then be required by law. after recordation of such notice of defaulf. Trustee without demand on Trudor, shall sell said properly al the time and place of sale fixed by it in said notice of sale, either as o whole or in seporate•parrels, and in such.order alit may determine, al public auction to the highest bidder for cash in lawful money of the United States, . payable at time of tote. Trsislee may postpone safe of all or any portion of said property by public announcement al such lime and place of sale, and . fromtime to time lhereafter.may postpone such.sole by public announcement of the time. fixed by the preceding poslpdnement. Trustee shall deliver 10 such purchaser Its deed conveying the proper* so sold, bolt 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 Truster, 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 cost of evidence of title in connection with sale, Trustee shall apply the proceeds of salt, to payment oft all sums expended under the terms hereof, not then repaid. with accrued Interest at seven per cent per annum; all other sums then secured hereby: and the remainder, if any, td the person or parsons legally entitled thereto. ' '(T) The Beneficiary may. from time to lime, by instrument in writing substitute a successor or successors to any Trustee named herein or acting here- under,. which instrument, executed, acknowledged and recorded in the office of the recorder of the county or'covnties where said property is situated, shalt be conclusive proof 'of 'proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all • its title, estate, rights, powers,. and duties.' Said instrument must contain the name.of the original Truster, Trustee and Beneficiary hereunder, Ike book and page whore this Deed Is recorded, and the name and address of the new Trustee. The procedure herein provided for substitution of Trustees • shall be exclusive of all other, provisions far substitution, statutory or otherwise. . (8) This Deed app:ies to, inures.lo the benefit of, and binds alt.parties hereto. their heirs; legatees, devisees. administralors, executors, successors and assigns: The sere, ieneflciory sha6'moan the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context, ,d requires, the masculine gender includes the leminine and/or neuler, and this singular number Includes the plural. IV) Trustee accepts this Trust when fhb Deed, duly executed and acknowledged,. is Made_ a public record as provided by law. Trustee is not obli- gated to notify any party hereto of pending, mle.undor any other Deed of Trust or of any'adion or proceeding In which Truster. Beneflalary or Trustee shall be a party unless brought by Trusts'. • • (10) Beneficiary may make a charge not exceeding $15.00 for a beneficiary statement. • • C. The Undersigned Truster requests Ihal a copy of any notice of default and of any notice of sole hereunder be mailed to him at Id. address 1. her.inbefore set teeth. STATE OF CALIFORNIA SIGNATURE OF. TRUSTOR COUNTY or._ On • before me, the undersigned, a NotaryPublic in sad for said County and State, personally appeared known to me to be Ibe person_°. whose name_ subscribed to the within instrument and acknowledged that exccutest the same. WITNESS my hand and official seal. • Notary Public in and for said County and State I/ executed by a Corporation she Corporation Form of Acknowledgment mum be used BALBOA._> A.y... A.....INC.. 'a corporation, formerly Wrather • Investment,. Inc.', a corporation ' by: Edward D.,Tisch,. Vice' President -Treasurer Title Order No 23012 Escrow or Loan No....1.95 9 7Y DO NOT RECORD REQUEST FOR FULL RECONVEYANCE Ts be, used only when note has been pall To TRANS -COAST INVESTMENT CO., Trustees The undersigned is the legal owner and holder of all indebtedness secured by the within Deed of Trust. All sums secured by said Deed of Trust have been fully paid and satisfied; and you are hereby requested and directed, on payment io 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 Trust, delivered to you herewith together with the said Deed of Trust, and to recunvey, without warranty, to the parties designated by the terms of said Deed of Trust, the .estate now held by you under the some. MAIL @CONYIYANCI Tot De ea! tee* of destroy cols D..d of Trost Oft inc NOTE *Ala it +swab bib inert BE tl.liaaft t M tai'rtbdae fe .rt.. ..,, rxa Snook 6a ?::.a v II h.; node. RECO2vtNG :i.EDUESTED BY tv Hs:N RE C,R3 3 MAIL. TO Van Nuys Saving: and Loan Association 6569 Van Nuys Boulevard Van Nuys, California SP.Y'Z ABOVE THIS LINE POR RECORDER'S USE Rents (Long .0 array THIS DEED OF TRUST, Made this 25th day of March , , 19 64 , i;et"'c:t BALBOA BAY CLUB, INC., a corporation, formerly Wrather Investment, Inc., a corporation whose address is , herein called TRUSTOR, 1211 West Coast Highway, Newport Beach California (Number and Street) (City) ('Loth) (State) 1 TRANS -COAST -INVESTMENT CO., a California Corporation, herein called TRUSTEE, and VAN NUYS SAV- INGS AND LOAN ASSOCIATION, a California corporation, of Los Angeles, California, herein called BENEFICIARY, WITNESSETH: That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS TO TRUSTEE IN TRUST, WITH POWER OF SALE, that property in the city of Newport Beach County of Orange , Sate of California, described as: -:OGETIER WIT2 the. rents, issues and profits thereof,'SUBJECT, HOWEVER, to the right, power and autisority hereinafter given to end conferred upon i;erejciary to collect and apply such rents, issues and profits; $or the Purpose c.f Securityerformance of each agreement of Trustor herein contained and' payment of the sum of ONE .,..':.,L_uN A-:t) `O110u — DOLLARScs 1,000:. COO ,QO March 25 19'-4 payable to is..neficiary or with interest thereon according to the terms of a promissory note, date,: order and made by Truster; , ^_— _ _r_ - n t• i .. c..�a .no,.e-t€ter cai-.:uy4;st;r.-, whit-interest-.1.,. Shou'u '.rester sell, convey, transfer or duro;c of said I ofertyarty unit thereof, without the wilt . -ti •nt r: lizeteliciary being first bad and obtained, then Beneficiary shall have the right:, at its op:ion, to nu•iaea all suns secured hereby forthwith ;..-e :nut payable. A. To protect the security of this Deed of Trust, Trustor agrees: IU To pay the note above referred to according to its terms. (2) To ::ecp said property in good condition end repair; not to remove or demolish any building thereon; to complete or restore promptly and in good enci workmc:dike manner any building which moy be constructed, damaged or destroyed thereon and to pay when due ell claims for labor performed and materials furnished therefor; to comply with ell taws affecting said property or requiring any alterations or improvements to be made thereon; nor re commit or permit waste thereof; not to commit, suffer or permit cny act upon said property in violation of law; to do alt acts which from the character or use of the property mcy ba reasonably necessary. j3) To provide, maintain and deliver to Beneficiary Hie d ether insurance required from rinse to time by Beneficiary, satisfactory to and wi:L loss payable to Beneficiary. The crnount collected under any fire or other insurance policy may be applied by Beneficiary upon ony indebtedness secured hereby and in such order as Beneficiary may deter:nint, or at option of Beneficiary ;he er:rire amount so collected or any part thereof rney be released to Truster. Such application or release shalt not care or waive any default or notice of default hereunder or invniidcue any act done pursuant ro such notice. (al 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 pcy ail costs and expenses, including cosr of evidence of title and nttomey's fees in a reasonable surn, in any such action or pro- ceeding in which Setaficiary or Trustee may be made a party. 15) To pay: when duo, alt taxes and assessments affecting said property, including assessments on appurtenant water stock; all incumbronces, charges and liens, with interest, on said properly or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust. Should Trustor foil to ache any payment or to do any act as herein provided, then Beneficiary or Trustee, bur without obligation so to do and without notice to or demand-upan Truster and without releasing humor from any obligation hereof, may: make or do the some in such -manner and to such extent as either may deem necessary to protect the security hereof, i.tsr:iciary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any incumbrcnce, charge or lien which in the judgment of either appears to be prior or superior hereto; ond, in exorcising onyx such powers, pay necessary expenses, employ counsel and pay his reasonable fees. (6) To pay immediately and without demand all sore: co expended by Beneficiary or Trustee, with interest from date of expenditure -at seven per cent per onnum, and the repayment thereof shall be sacar d' hereby. (71 For on purposes of this Deed of Trust all gas and _..piss fixluras, radiators, hooters, engines and machinery, boilers, ranges, elevators one motors, bathtubs, sinks, water closets, basins, pipes, faucets, and other plumbing and heating fixtures, mirrors, refrigerating plants, iceboxes, cooking apparatus and appurtenances; and such other goods anti chattels and personal property as ore usually sold with, or'furnishe:' by land lords ir, letting premises of the character hereby conveyed, shall be dearer to be fixtures and a part of the realty. B. It is mrratually agreed that: l Any award of damages in connection with any condemnation fa' public use of or injury to said property or arty, n any compensation, awards, other payments or relief due to damage to the property is any manner is hereby assigned and shall who alatt apply or release such moneys received by him in the same man,,-.,r end with the some effect as above provided cceds of fire or other insurance. Beneficiary, in its own name, et its option. :r.cv appear in and prosecute any actioa or p c,.t., to -' oges and/or ma settle such dam.:: y any claim therefor. • � - (2) By accepting payment of any sum secured hereby after its due date. Bthericiary does not waive his right either to mompi pay- ment when due of all c.!-ter sums so secured or to declare default for failure so to pcy. Tar-21-co A Leasehold,8state created by that certain lease dated. March 24, 1948, executed by City of � ,0 0004 • corporation, as lessee, for the term.of 50 ars, fro* Sep .,corporation, 1, 1948 and continuing to and including the 31st day of • August, 19981 upon the terms, conditions.and covenants, therein provided,•recorded January 14, 1954, in book 2651.page 126, • official Records, and as amended by instrument dated April.10, 1950, executed by said lessor and said lessee, recorded Jeans. ary 14, 1954, in book 2651 page 146, Official Records, and.** further amended, by instrument dated. September 29,. 1952; executs;.;' by said lessor and said lessee, recorded January 14, 1954, in. .book 2651 page 152, Official Records, and by an instrument dated March 2.8, 1960, executed by said lessor and leases, recorded April 6, 1960 as document No. 60007, upon the terms, conditions and Covenantee, as therein provided. • me interest Of the lessses under said lease. was assigned to Wrather Irrte$tment, Inc., a corporation, now Balboa .Bay Club, ;: Inc.,•a•.corporation, by assignment recorded April 6, 1960 as .document 04. 60015, in Book 5179, page 561. Official Records, covering in,.part the: following described property Iidsnt led . as .Marcel CII j s ,That certain property situated in the City of Newport Beach, County of Orange,.State of California, described as follows: Beginning at a point on the U. S. Bulkhead line extending from U. S. Bulkhead Station No. 129 to U. S. Bulkhead Station No. 130, as said Bulkhead line and Bulkhead Stations are .laid out and shown on a map of Newport Bay, California, showing Harbor lines approved by the War Department, January 18, 1917, which said point is distant South 61° 00' 00" East, measured along said Bulkhead line 2052.11 feet from the intersection of said Bulkhead line with the southwesterly prolonga- tion of the center line of Irvine Avenue, as shown on a map of First Addition to Newport Heights, recorded in Book 4 Page 94 of Miscellaneous Maps, in the office of the county recorder of said Orange County, said point of intersection being the most southerly corner of Lot H of Tract No. 919, as shown on a map recorded in Book 29 pages 31 to 34 inclusive of Miscellaneous Maps, in the office of the County Recorder of said Orange County; thence North 28° 58' 53" East 279.11 feet; thence North 61° 01' 07" West 312.60 feet; thence North 29° 30' 13" East 68.86 feet; thence North 11° 45' 40" East 49.27 feet to a point in the southerly line of the 100 foot right of way of the California State Highway ORA-60B, said point being radial to Engineer's Station 17+03.85 in the center line of said highway, said .radial bears North 12° 58' 40" East from .said point, said southerly line being a curve, concave northerly and having a radius of 2550.00 feet; thence easterly along said southerly line through a central angle of 13° 24' 50" a distance of 597.00 feet; thence departing from said southerly line South 28° 58' 53" West 974.99''feet to a line parallel with and distant 350.00 feet southwesterly,' measured at right aniales'from the above mentioned U. S. Bulkhead`lane; thence North'61° 01 " 07" West along said ..parallel line 222.90'feet;''thence North 28°'58''53''East'350.00.feet to the point of'beginning. 1 (3) At any time. or from time 10 lime, without liability therefor and without notice. upon written request of Beneficiary and presentation of IN's. • • Deed and soid note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured or the Ilea ` upon the remoinder of the properly hereby conveyed for the full amount of the indebtedness then remaining unpaid, Trustee mops ',convey any pod of said property/ consent to the making of any mop or plat thereof, ioin.in granting any easement thereon; or loin in any extension agreement or any agreemeni subordinating, the lien or charge hereof. • (4) Upon written request of Beneficiary slating that all sums secured hereby have been paid, and upon surrender of Ibis Deed and said note to 'frusta.; for cancellation and retention and upon payment of hs,fees, Trustee shall recency, without warranty, the property Then held hereunder. The recitals in such reeonveyance al any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in sad* nconveyonce may be de- sdibed as "the person or persons legally entitled thereto." • • (5) As additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and aulharily, during the continuance of these Trvsb, to collect the rants, issues and profits of said property, reserving unto Trustor the right, prior to any default by Truster In payment of any indebtednsss secured hereby or id pedormanth 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 lime without notice, either in parson, 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 properly or any part thereat in his own none sue for or otherwise coiled 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 ollorn.y s fees, upon any indebtedness secured hereby, and in such oft, as Beneflciary may determine.' The entering upon and taking possession of said property, the collection of such rents. issues and profits and the application thereof os aforesaid, shall not cure or waive any default or notice of default hereunder or Involidate, any act done pursuant to such notice.• , • (6) Upon breach or default by the Trustor, as set forth In the lost preceding paragraph. the Beneficiary may declare all sums secured hereby immedi- alaly due and payable either by commencing an action to foreclose this Died of Trust as a mortgage pursuant to the statute in such case mode and provided, or by the delivery to the Trustee of written declaration of default and demand for sale aad of written notice of default aad el election to cause • to be sold the said property, which notice the Trustee shall cause to be duly filed for record in rase of foreclosure by exercise of the power of sale herein. The Beneficiary also shall deposit with the Trustee this Deed and the said note and such receipts and evidence of expenditures mode and secured hereby as the Trustee may require. • Notice of sale having been given as then required by law and alter lapse of such tins of may than be required by tow after recordation of such notice of default, Trustee without demand on Truster, shall sell said property at the" lime and place of sole fixed by it in said notice of sole, either as a whole or in separate parcels. and in such order as it may determine, al public auction to the highest bidder for cosh in lawful money of the United States, payable at lime of sal.. Trustee may postpone sob of all or any portion of said property by public announcement al such time and place of sale, and from time to time Ihareafter'may postpone such sale by public announcement al the time fixed by the preceding poslpdnement. Trustee shall deliver to such purchaser its deed conveying the properly so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any mattes or facts shall be conclusive, proof of the truthfulness thereof. Any person. including Trustor, Trustee, or Beneficiary as hereinafter degned,'may purchase et web sale. ' After deducting all costs, lees and expenses e1 Trustee and of this Trust, including cost of evidence of tithe in connection with sale, Trustee shall apply the proceedsof sale to payment oft all sums expended under the terms hereof, not then repaid, with accrued interest of seven per tent per annum; all ' other sums then secured hereby, and the remainder, it any, to the person or parsons legally entitled thereto. (7) The Bensftciory may, from lime to lime, by instrument in writing, substitute a successor or successors to any Trustee named herein or °cling here- under, which instrument, executed, acknowledged and recorded in the office of the recorder of the county or counties where said property Is situoled, shall - be conclusive proof ol proper substitution of such successor Trustee or Trustees, who shall. without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers. and duties. Said instrument must contain the name of the original Truster,Trustee and Benefcary• hereunder, the book and page where this Deed 1s recorded, and the name and address of the new Trustee. The procedure herein provided for substitution of Trustees , shell be exclusive 01 all other providons for substitution, statutory or otherwise. (a) This Deed app:ies to. inures to the benefit of, and binds all parties hereto, their heirs, legatees. devisees, administrators, executors, successors and assigns. The term kenaflciary shall' mean the owner and Welder, including pledgees, of the note secured hereby, whether or not homed as Beneficiary herein. In, this Deed, whenever the context, so requires, the masculine gender includes the leadnine and/or neuter, aad the singular number includes the plural. (9) Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as prouided.by low. Trustee is not obti- •gated to notify any parry hereto of pending sate under any other Deed of Trust or of any ad'san 0' proceeding In which Trustor. Beneficiary or Trustee shall • be a party unless brought by Trustee. - •. (10) aeneficiary may make charge not exceeding' $15.00 for a beneficiary statement. . C. The undersigned Trustor requests That a copy of any notice of default and of any notice of sale hereunder be milled to'him a1 his address hereinbefore set torah. . STATE OF CALIFORNIA SIGNATURE OF TRUSTOR SS BALBOA BAN LU.�. Inc,a corporation, formerly Wrather • Investment, Inc., a corporation • before Ant, :the undersigned, a Notary Public in ' and for said County and State, personally appeared known tome to be the person...... whose name._.�._.....:...._�. subscribed to the within instrument and acknowledged that the same. WITNESS my hand and a6icial seal. (Seal),._ •_.__._._N.......... _...:..._..._.._.._..___.._....... _. Notary Public in and for said County and State If executed by a Corporation the Corporation Form of .vfckaosdedgmenl *rust be used. • by: Edward D. Tisch,. Vice' President -Treasurer Title Order No 23Q12 Escrow or Loan No.... L.9597Y DO NOT RECORD REQUEST FOR FULL RECONVEYANCE To be used only when. net* hue been pold. - Dated To TRANS -COAST INVESTMENT CO., Trustees The undersigned is tha legal owner and holder of all indebtedness secured by the within Deed of Trust. All sums secured by said Dyed of Trust hove been fully paid end toastred,and you ore hereby requested and directed, on payment io you of ony sums:owing 10 you under the terms of sold Deed of Trust, to cancel all evidences of indebtedness, secured by said Deed of Trust, delivered to - you herewith together with the said Deed of Trust, and to reconvert without warranty, to the parties designated by the terms of said Deed of Trust, the estate now held by you !roar the some. AMA RECONVUAflCI TOI • Do not tote at Stettioy this Deed 61.Trust OR THE NGtE which it Malin, . . heath Hurst Fs 9e115p;SN t the Trustee t.-.rb.fdfd fRry.d.>:'fti- tu will h. mode- RECO::D.NG R_4UE.STED BY MA!L TO Van Nuys .ravings and Loan Association .'So' • Van I''i:,ys Boulevard Van Nuys, California' � 3e G11.' 'rust Pro JPi."t_ A.,OVE THIS LINE FOR DECO :?i''tR'a Het 1 .vrti0 . �,i,u (Tor THIS DEED OF TRUST, Made this 25th day of March i9 a r , between. BALBOA BAY CLUB, INC., a corporation, formerly , herein called TRUSTOR, Wrather Investment, Inc,, a corporation whose address is 221 WestCoast Highway, Newport Beach, California (Number and Street) (City) (Zone) (State) TRANS -COAST ST1vl'E\ T CO., a California Corporation, herein called TRUSTEE, and VAN NUYS SAV- INGS AND LOAN A SCCIA T ION, a California corporation, of Los Angeles, California, herein called BENEFICIARY, WITNESSETH: That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS TO TRU.CEE IN TRUST, WITH POWER C;5 SALE, that property in the city of Newport Beach County of Crane , State of California, described as: TOGETHER VWITH the rents, issues and profits ;hereof, SUBIECT, HOWEVER, to the right, power and authority herein::, r given to and ccn:ferred upon BeBefieiary to collet and apply such rents, issues and profits; For the Pt pose of Securing performance of each agreement of Trusto': herein contained and payment of the such of.. HUNDRED i I' Y THOUSAND ANC NO/100 (DOLLARS ($ a.5.3.,.QC.3...pc with interest f err on according to the terms of a promissory note, dated yt ' c.h.._2 S 1954 ., payable to t. ,he x order t and made by Trustor; 1„).aim.lent-of-st,tc&-'d i Should eustrir ii convey, transfer or dispose of :.d per ty, or any part thereof, without the written consent of Bcamlicia first had and oc ,aced, e:. Beneficiary shall have ibe ILtht, at Bs option, to ciriel ire all sums secured hereby forthwith due A. To p oteet the security of this Deed of Trust, Trustor agrees: it) To pay the note above referred to according to its temps. . (2) To keep said property in good condition and repair; not to remove or dereoflsh any building thereon; to complete or restore promptly ;Hid in goad and workmanlike manner any building which may bo constructed, damaged or destroyed thereon and to pay when duo all cicin:: for Liao, performed and materials furnished therefor; to comply with all laws effecting said property or requiring any alterations or improver;:-::rs lc or; mode thereon; not to commit or pernit waste thereof; not to commit, suffer or permit any act upon said property in violation or law; . .r do oil acts which from the character or use of the property may be reasonebiy necessary. (3) To provide, maintain and deliver to Beneficiary fire and other insurance required from time to time by Beneficiary, sosisfocory to o,:d with loss payable to Deneficiory. The amount collected under any fire or other insurance pciicy may be °pplicd by Beneficiary upon any ir,.Juuiad secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any purt thereof racy 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. (4) To oppear 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 end attornejs fees in a reasonable cure, in any such action or pro -se heeding in which Beneficiary or Trustee may be made a party. ifi TO pay: when due, all taxes and assessments affecting said property, including assessments on appurtenant water stock; all incumbrances, charges end liens, with interest, on said property or any pare thereof, waicb appear to be prior or superior hereto; all costs, fees ancl 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 ar demand upon Trustor and without releasing Trucker from any obligation hereof, may; make or do the some in cod'. manner and to such extant as either may deem necessary to protect the security`sorea;, Beneficiary or Trustee going authorized to enter upon said pruner:y for 'y such -purposes; appear in end defend any action or proceeding purporting to affect the security hereof or the rights or powers of ,cficictry or Trustee; pay, purchase, contest or compromise any incumbrance, 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.' 16) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, web interest from date of expenditure at seven per cent per annuli., and the; repayment thereof shall be secured hereby. (7) For ail aurposes of this Deed of Trust all gas and electric fixtures, radiators, heaters, engines and machinery, boilers, ranges, elevators caul motors, haiiiteis, sinee, water closers, basins, pipes, faucets, and other plumbing and heating fixtures, mirrors, refrigerating plants, iceboxes, cooking apt -Doreen.' end os,urtenances, and such other goods and chattels and pertanei property as are usually sold with, or furnished by land- lords in letting premises e. the character hereby conveyed, shall be deemed to be fixtures and a part of the realty. ii: is mutually a -zed that: Any award es dernoges in connection wit.. -:try condemnation for public use e, .r injury to said property or any part , or any compensation, awards, ether payments or relief due io damcr, to the property in any mcusnor is hereby assigned and snail be paid to nocteiciary who may apply or release such moneys received by yin. the some manner and web the Berne effect as above provdee for diseestiio.i oil pro - Or: fire or other insurance. Beneficiary, in ifs own name, at its option, may appear in and prosecute any action or sroceeding refetive fo sue: damages and/or may settle any claim therefor. f4 By accepting payment of any sum secured hereby after its due dale,' Beneficiary Gees not waive his right either to require pierce runt when due of all other sums so secured or to declare default for failure so to pay. • A Leasehold Estate created by that certain lease dated March 24, 1948, executed by City of Newport Beach• :44 corporation, as -lessee, for the. term of 50'years,.t uen , ter 1, 1948 and continuing to. and includingthe flat day of August, 19981 upon• the terms, conditionsend ceweaants, therei*i provided, recorded January 14, 1954, in book 2651 page 126,. official Records, and as Sealed by instrument dated April 10, 1950., executed by said lessor and said lessee, recorded Janu- ary 14, 1954, in book 2651 page 146, official iteaords,and as further awe by instrument dated septembsr 29, 1952,'executaud by said lessor and said lessee, recorded January 14, book 2651 page 152,, Officialatitcorss, and by as instrument dated March 28, 1960, executed by said lesser and Lessee, recorded April 6, 1960 as document NO. 60007, upon the tosses,. Conditions and covenaats,'as.therein provided. The interest of the leases antler said lease was assigned to Wratler Investment, Inc. , a corporationrr , noBalboa MayC1*b,' Inane corporatists, by assigmuent recorded April 6, 1960 as. dint to. 60015, in Hook 5179, page 561. Offiejpl Re oordst, covering •.tea past the. following desc ribrmd property (identified. as Parcel xxx is That certain property situated inx:the City of Newport Beach, County of Orange, State of California, described as follows: Beginning at a point on the U. S. Bulkhead line extending from U. S. Bulkhead Station No. 129 to U. S. Bulkhead Station No. 130, as said Bulkhead line -and Bulkhead stations are laid out and shown on a map of Newport Bay, California, showing Harbor lines approved by the War Department, January 18, 1917, which said point is distant South 61° 00' 00". East, measured along said Bulkhead line, 1498.00 feet from the intersection of` said Bulkhead line with the southwesterly prolongation of the center line of Irvine Avenue, as shown on a map of First Addition to Newport Heights, recorded in Book 4 Page 94 of Miscellaneous Maps, in the office of the county recorder of said Orange County, said point of intersection being the most southerly corner of Lot H of Tract No. 919, as shown on a map recorded in book 29 pages 31 to 34 inclusive of Miscellaneous Maps, in the office of the County recorder of. said Orange County; thence North 28° 58' 53" East 130..00 feet; thence North 61° 01' 07" West 111.00 feet; thence North 28° 58' 53" East 181.98 feet to a point in the southerly line of the 100 foot right of way of the California State Highway ORA-60B, . said point being at right angles to Engineer's Station 13+57.66 in the center line of said highway; thence South 74° 21' 30" East along said southerly right Of way 229.96 feet to the beginning of a tangent curve, concave northerly and having a radius of 2550.00 feet; thence easterly along said curve, through a central angle of 2° 39' 50" a distance of 118.56 feet; thence South 11° 45' 40" West 49.27 feet; thence South 29° 30' 13" West 697.99 feet to a line parallel with and distant 350.00 feet southwesterly, measured at right angles from the above mentioned U. S. Bulkhead line between Station No. 129 and Station No. 130; thence North 61° 01' 07" West along said parallel line 235.68 feet; thence North 28° 58' 53" East 350.00 feet to the point of beginning. • 13) .At any time or from time to time, without liability therefor and without notice, upon written request of Beneficiory and presentation of thib• Deed and raid note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured or the lien upon the remainder 'of the properly hereby conveyed for the full amount of the indebtedness than remaining unpaid, Trustee mays retonvey any port of said property; consent to the making of any mop or plat thahoft join in granting any easement thereon; or join in any extension agreement . or any agreement subordinating, the lien or charge hereof. • (4) Upon written request of Beneficiary staling that all sums sheared hereby have been paid, and vpoa surrender of this Deed and said not* to Trustee for tonceilotion and retention and upon poymenl o1 ih.f.... Trustee shag recenv.y, without warranty, the properly then held hereunder. The • recitals In such raconveyonce of ony movers or facts shall be conclusive proof of the truthfulness thereof. TM groohe in such reconveyance may b. de- scribed es "the person ar persons legally entitled thereto." • (5) As Oddifienal security, Truster 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 properly, reserving unto Truster the right, prior 10 any default by Traitor in payment of any indebtedness . secured hereby or id performance of ony agreement hereunder, to collect and retain such rents, • and profits as they become due and payable; Upon ony such defoult, Beneficiary may of any lime without notice, either in person, by agent, or by a receiver to be appointed by o'court, and without regard to' the adequaiy of bey security for the indebtedness hereby secured, enter upon and take possession of saidproperty or any port (hereof, in his own name spa for or otherwise called such tents, issues and profits, including those past duo 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 Older as B.asfdary may determine.' The entering upon and taking possession of sold properly, the collection of such rents, issues and profits and the application themef as aforesaid, shall net cure or waive anydefault or notice of default hereunder or Invalidate any act done pursuant to such notice. (6) Upon breach or default by the Truster, as set forth in the last preceding paragraph, the Beneficiary may declare all'sums secured hereby immedi- ately due and payable either by commencing an action to foreclose this Deed of Trust at o mortgage pursuant to the statute In such can mode and provided. or by the delivery, to the Trustee of written declaration of default and demand far sole and of wvifha notice of default and al election to couto to be sold the said property, which notice the Trustee shall cause to be duly Bled for record in cosi of foreclosure by exercise of the power of sole herein. The Beneficiary also shall deposit with the Trustee This Deed and the said note and such receipts and evidence of expenditures made and secured hereby as the Trustee may require. Notice of sale having been given os then required.by law and after lapse of such time as may then be required by law after recordation of such -talc* of default, Trustee without demand on Truster, shall sell iaid properly ut the time and place of sale fixed by i1 in said notice of sole, either as a whole or in separate petrels, and in such order as it may determine, at public auction to the highest bidder for costs in lawful money of the United Stales, payable at lime at sole. Trustee may postpone sale of all or any portion of said property by public announcement al such time and plow 0f sale, and from time lo lime thereafter may postpone such idle by public announcement al the Time fixed by the. preceding postpdnem.nl: Trustee shall deliver to • such purchoser its. deed conveying the property' unsold, but without any revenant or warranty, express or implied.'The recitals in such deed of qny matters ' or facts shall be conclusive proof of the truthfulness thereof. Any parson, Including Truster, Trustee, or Beneficiary as hereinafter defined, may purchase a1 ' such sole. ' ' After deducting all costs, lees and expenses of Trustee and of this Trust, including cost of evidence of titre in connection with sole, Trustee shall apply the proceeds of sale to payment of, all sums expended under the terms hereof, not then repaid, with accrued interest at 'oven par cent per annum, all other sums 'hen secured hereby, and the remainder, it ony, to the person or persons legally entitled thereto. f/i The Beneficiary may, from time to time, by instrument in writing substitute a successor or successors to any Trustee"nom.d herein or acting here- under. which. instrument, executed, acknowledged and recorded in the once of the recorder of the county of counties when said property, is situated, shall bo conclusive proof •of proper substitution of such successor Trustee or Trustees, who shall, Without conveyance from the Trustee predecessor, succeed to all its title, estop, rights, poweri, and duties. Said instrument taw, contain the name of the original Truster, Trustee and Benefciary hereunder, the book .and page whore this Deed Is recorded, and the name and address of the new Trustee. The procedure herein provided for substitution of Trustees • Mali be exclusive of all other provisions for substitution, statutory or otherwise. (e) This Deed oppaes lo, inures'to the benefit of, and binds ail parties hereto. their heirs, legatees, devisees, administrators, executors, successors and assigns. The term smneflciory shell mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Beneficiary herein. In this Deed, wh the context, so 'requires, the masculine gender includes the feminine and/or neuter. and the singular number includes the plural. • • (91 Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not abii- ; gated to notify any parry hereto of pending sale under any other Deed el Trust or of any action or proceeding in which Traitor. Benefciary or Trustee shall • be a party unless brought by Trustee. (10) Beneficiary may moire o charge not exceeding 315.00 for a beneficiary statement. C.. The undersigned Traitor requests that a copy of any notice of default and of any notice of sob hereunder be mailed to him at his address • hereinbefore set forth. • / STATE OF CALIFORNIA SIGNATURE OF TRUSTOR • . / • • Jr Bnz.BQ,fi. BA.�� On before me, the undersigned, a Notary Public in and for said .County and .State. personally appeared known to me to he the person_... whose name__. subscribed to the within instrument and acknowledged that ..._..._........_....._.___..,executed the same. WITNESS my hand and official seal. Notary Public in and for said County and State If executed- by a Corporation the Corporation Form o1 Acknowledgment must be used. a corporation,"formerly W'rather Investment, Inc., a corporation by: Edward D. Tisch,' Vice President -Treasurer Title Order No 2012 Escrow or Loan NO_.i.95.97Y as TRUSTEE DO NOT RECORD REQUEST FOR FULL RECONVEYANCE To be used only when note has been pald. Dated To TRANS -COAST INVESTMENT CO., Trustees The undersigned is the legal owner and holder of all indebtedness secured by the within Deed of Truss. All sums secured by sold Deed of Trust hove been fully paid and satisfied; and yaw ore hereby requested and directed, on payment 10 you of ony sums owing to you under the terms of sold Deed of Trust, to cancel all evidences of indebtedness, secured by said Deed of Truss, delivered to you herewith together with the said Deed of Trust, and 10 retonvey, without warranty, 10 the potties designated by the lams of said Deed of Trust, the estate now held by you uedtr the same.. MAO. IIIICONVBYATNC 'cos De not lose of iiesfroy this Deed of Trost COI THE N0TI whifh II tvtu�wi• Beth sew.' be yaiadttid f Pig Trustee tn? .,..:' .is ,it;;g adept fa-i.A` ': o r •..,d r.; .-ode. nECOE:iNC.: .:]::.7:11-STC:-.D 72:Y and Loan lis3ceint1ola C.:a:) Van. Nur. Boulevazd iNnya, -;• — , Lt1•117. FOR RECO- DiZRI -•_-_-_-_•n--+- . ,F•1. • • ,,- ,` -,-,--- Ong on.,a) Mrch 25th , bew zc41 .:. 1.2c2,2 ilaain tads a BALBOA BAY CLUB, INC., a corporation, formerly Wrather InVesi:mc]j7-..Tr ,Larcin i‘..: a corporation ;Odds-C.33 13 122.L West Coast Highlaay, Newoort Boacti, orn la G./.0%4 TRANS-CO/tillIN VE.9.1..21Nri CO.; a California Cornorti' inan, caned 1:1“.;STr. 7AN..k YS SAV- INGS AND AN ASSO(.:1Ati'lat'C a California corpora:ion., toit aarks, California, it( , rair, c Atli, I;Ritnesseth: THt 71=-'7177OCABLY SSIGNS TaUSTEii: IN c.h.:i'LiST, WITH POWER OF Sk:LE lara:y.atty.iii the city of Beach County of Pr a nge , ::lianaribed as: TC21.21- Yeata, itu<a nine, prots thereof, SUBJECT, :ttert-TSVER, to the rislit, power and au:',--,c,riL7 Itereinactitt csivart to and o" t-nda -trtg" in.t. a ' to coPeot ttacl :only stitch renta, btrarda and pro.::; t"I.I\ID AND NO 100 _DOLIARS itz —2 C2I.t...i.D.C)( to :no -ina,i•nt6,t< z! , 1'4 , ''01c • y 0 . . trau,ifC:r 0.fly zttpartal, Ivitirout the va:ztar: z Of it ::i• niaty bah t.;-..att; (dg. t:: option to dociatt all sumo. secured noway trazat.tt int due tyablo. a • lane ... ty of {,1:515 :02, 2 agee,9: • (2) To inzt), to)d son,i nci :t, czoncyo tiernolid) any uikBr.;;Jt•::-:.ssr.3 ?c, re;tore ;+romptly and in ' good dhd L.v• t,v,y x.•vvesgee: dr.iroyec.lt:)ereon 'a: 2tft•,e :ai;es to; ';-.:.-bor performed cnd , ZO COlszfzIzz"-z.4.:-.. ;.:opozsy or veceiring ony o: . :La be riade thereon; nur Zo not 10 z.,:_r OCZ uptad.,oli properly in vie:ft:Zion Z.ow; ;C:1/27..i 01: C:6: WhiCh il>zr/ 'd:f1 character 01 usO vr,aeonobly (3; To denver a:me:cier/ .•--;red free: flrcse c...d with loss 2c-yeb!ce .r.r.lOunt collected under any c.re e: ie;urcnce :nay indz secured may determine, Gs CZ OOZiCist uf itanolicittgy ttn• antire 0at2ad:40 c2k.1tta or arty ; i!zcr.10-1 Trutt::. zddttaatiod ital.-rasa shall nol cure or' waive env Cc-Cc:vie or none:: harnua in.:bit:iota any act 2arsundt: dtali notice. to .itatzr ana oat:at:et, including zot.t ort dtvidenco of tltio and attorney% a roosortablO ..;:z7s, in any such action. or pro'-.:dtsi.; in which • . oz roc.: :so remit: :ZOL, all affecting said ,broperty, clading assessments en appurtenant water :lock; c 1 ncurnbrances, onsf htn_, with on p.c2c,•27 or any part theraof, which eppar.r to tau prior or superior hereto; all costs, foes and expenses of this • atztaint tirb:tor foil to nokrt cat/ ,nayment or to do cny act as providart itian *•...tiztigittury or Trustee, but without obligation so to do and without h"iice it, or dernand upon Vardar or.: withoot rulecsing Trustee fn,rit any ob:ige.1:.:.“ roeor do Oho sortie lit Such manner and to such extant n07 COuiri Oceensary to proicct the secur?.y hereof, 2ono.,7c!ary TzusZoo 1501.2 aut,,:eized to ardor upon said propertyfor such purposes; appear t In cmc: cie°and any action or 9voceedi0g purpo:VI.r.0 to afiect the eeccr:,?.: ruacci el' Beneficiary or Trustees Pal?, Purchase, conlost ) or cannproniisd any incurnaranca, charge or lien tendril in the iudz):11,}r,e csosSoCzyslo'Lc, hort,i0z and, in exercising any such powers, ;sty nocossary expenses, velpioy counsel one: pey his teesonabIc (6) To pay irdnecHzitely and without dee“...‘d oli sums so by Lietweciory . . .. in:crest from dale of expenditure at seven per Cyr.: por annszis, and thtl repayment ihcr.:•:: -.I be seCurad (7) For :di tt,,nose; of this Dees: et Th.. gas und raditdovs, f.ealeszs, ev.gines ond machinery, bailors, rance, &avatars and csetcrs. bcflihits, ;inks, wOZer closet:, bratirda nr, faucets, andatzttn a:an:Ling onii; looting ilzduros, mirrors, refrigerating plants, ,,KtS, cooking' one; .:.:c,eurtenunces, and suchofter. and,ciwitiels Frraor.cd proz.,riy cs ore 'moony sold with, or furnished by sZ:-:-vacter convey::d, de deemed to b.: ia.nnen and a pnz: :h.: rocky. : ag.:attr, tnant cirtettriof <ion:atter connecien with any condemn:. publ;v injury to said property or any port thcz..,-,, crit, cozs- , ) • nr.::, other pay-- • roliei do, t dornago lo ;....c!y in on./ ttoraby assigned and shall bo :ez:id ce;eose such me:rc:.ceived by him ir. the sOnse5200nd will. --L., as above provided for cli:c.sifie:: Ls.,urunco. in 1t.1 own name, at its opflon, caper L... 2.- cny actkin or proceeding rztt.Tatt ...dz. rd. :. CCCti';:ing .Z :urn secured hereby otter tit due daZO, Utz.ISf..<ZZ::',' waive his right either to reciuire „ whor, dud of oil <shier LV I . natadad or to declare default for bsifore. SO 10 pcy. TCT.01.60 A Leasehold Estate created by that certain lane dated March 24, 1948, executed by City of Newport. $0,0h# a municipal corporation, as lessee, for the term. 050:Years, from Septem- ber 1, 1948 and continuing to and including the 31st day of August, 1998; upon the terms, conditions and covenants, therein. . provided, recorded January 14, 1954, in book 2651 page 126, official Records, and as amended by instrument dated April 10, 1950.-executed by said lessor and said lessee, recorded Jane,' • ary. 14, 1954, in book 2651 page 146, Official Records, and f4rther.amended by instrument dated September 29. 1952, eXecuted by said lessor and said lessee, recorded January 14, 1954, in • book 2651 page 1524 Official Roacords, and by an instrument dated March 28, 1960, executed by said lessor and lessee, recorded April 6, 1960 as docUment NO..60007, upon the terse, conditions and covenants..as therein provided. The interest of the lessee under said lease was assigned to Weather Investment, Inc., a corporation, now Balboa Bay ClOho • Inc.,a corporation, by assignment recorded April 6, 1960 as document No. 60015, in Book 5179, page' 561, Official Records, • covering in part the following described preperby'Eidentified as Parcel 'Iv 44 7 PARCEL 7 'That certain property situated in the City of Newport Beach, County - of Orange, State of California, described as follows:. Beginning at a point on the U. S. Bulkhead line'eXtending frpm U. S. 'Bulkhead Station No; 129 to U. S. Bulkhead Station No. 130, as said Bulkhead line and Bulkhead Stations are. laid out and shown on a map of Newport Bay, California, showing Harbor lines approved by the War DepartMent,:January 18, 1917, which said pein.bis distant'South . 61° 00' 00" East, measured along said Bulkhead line 1736.97feet from the intersection of said Bulkhead line with theiouthweeterly prolonga7: tion of the centerline of Irvine Avenue, as.shOwn on a map Of Fitst. Addition to Newport Heights, recorded in Book's% Page 94 of Miscellaneous Maps, inthe office ff the county recorder of said Orange County, said point of intersection being the most. southerly corner of.Lot H of Tract No. 919, as shown on a map recorded an book 29 pages 31 to 34 inclusive of Miscellaneous Maps, in the office of the County.Recorder • of said Orange County; thence North 29° 30' 13" East 279:12 feet; thence South 61° 01: 07" East 312.60 feet; thence South 28° 58' 53". West 629.11 feet to a line parallel with and distant 350.00feet southwesterly, measured at right angles from the...above Mentioned. U. S. Bulkhead line; thence North 61° 01' 07" West along said parallel line 318.33. feet; thence North 29° 30' 13" East 350.01 feet to the point. of beginning. 1 • TH PARE ET. #2 A right of way for ingress and egress over the following described. property; 'That,certain property situated in the City of Newport Beach, County of Orange, State of California, described as follows:.. Commencing at a point on the U. S. Bulkhead line extending from U., 5. Bulkhead Station No. 129 to U. S. Bulkhead:Station No. 130,.as said Bulkhead line and Bulkhead Stations are laid out and shown on a map of Newport Bay, California, showing Harbor lines approved by the War .Department,'January 18, 1917, which said point is distant South 61° '01' 07" East, measured along said Bulkhead line 1736,97.feet from the intsrseotion of said Bulkhead line with the eouthwssterly prolouga- tion:of the center line of Irvine Avenue, as shown on.a map of First Addition to Newport Heights, recorded in Book 4 Page 94 of Miscellaneous':. Maps, An the office of the counry recorder of said Orange Comity, said point of intersection being the most southerly corner of Lot H of Tract No. 919, as shown on a map recorded in Book 29, pages 31 to 34 inclusive of Miscellaneous Maps, in the office of the County Recorder of said Orange County;.thenoe North 29° 30' 13" East 279.12 feet;.to the.true point of.beginning; thence continuing North.29° 30' 13" East, 68.86 feet; thence North 11° 45' 40" East 49.27 feet to a point in the southerly line of the 100 foot right of way of the California.State Highway ORA-60B,,said point being radial to Engineer's Station 17+03.85 An the'centerline of sad$ highway, said radial bears North 120 58''40" (onEast_fitoeLeaid point, solid southerly line 'being a eurve,'eoncage northerly and•having a radius of'2550 feet; thence easterly.alongiaid southerly line.to.the point of intersection.of said .southerly line with1a line which, is parallel with and distant 25.00 feet easterly, measured at right angles from the above mentioned. course having a bearing of North 11° 45' 40" East; thence South 110 45' 40" West along said parallel line the point of intersection of said parallel line with a line which is -parallel with and distant 25.00 feet easterly, measured at right angles from the above mentioned course having a bearing of North 290'30' 13" East; thence,along said parallel line South 29* 30' 13" West 72.53 feet; thence North 61' 01' 07" West 25.00 feet to the true point of beginning.. (3)' At any time or from lime to lime, without lidbility therefor and wilheul notice, upon written request of Beneficlry and presentation of Isis meal of the indebtedness secured or the lion upon and said note for the property, and re without affecting the personal amount t liability of any ed en for pay Trustee may: d the any d sal thereof; loin {n granting any eesemenl thereon; or loin in. any extension agreement upon the remainder of the Property hereby <onrey!d for the full amount of the indebtedness Then remaining unpaid, pad of said ProPertY; onsets to The making of any mop or p or any agreement subordinating,the lien or charge hereof. , then held hereunder. The (4) Upon written request of Beneficiary staling that oil sums secured hereby have been paid, and upon surrender of this Deed and said note to • of Palen, Trustee shall convey' without warranty, the{pory F eoheld hoe amaynd be he • Trustee s forncancellation and .of retention atl upon payment ' recitals In such recenwyan<e of any matters or lads shall M conclusive Proof of the truthfulness thereof. The grantee scribed or "the person or persons legally entitled thereto.? ewer and authority, during the continuance of These Trusts, 1 prior to any default by Truster in payment of any indebtedness • (S) As 'additional security, Truster hereby 9l'rea to and confers upon Beneficiary the right, p se collect h re tints, issues and prof any of sold property, rider, to collect Truster retain right,uchP secured hereby or id Dedormonca of agreement hereunder, Ice oMd and Blain such rants, issues and Profit as They become due and payable. Upon notice. either in person, by agent, or by Areceiver to he any adequacy uo default, Beneficiary may at any ems without hereby including those Past one and unpaid, and apply said samp, appointed by a spurt, and without r an andtheexpenses in his own name and ' the adaquaey of any security for the indebtedness heroby secured, enter upon and Ioke possession of said property or any pad thereof, in his own name sae for or Includin called such rank,resissues and profits,shall not ore or upocolln and Including possession ol1 said propefees, upon rty, the collection ofy suchhints, �Issues eand hereby. profits d ond suchthe application thereof as aforesaid, shall The entering upon and Inking the BaneRciarymaY declare all sum, secured hereby immedi- waive any bdefoult or notice fd It the Trailer, or Invalidate any act done pursuant to such maim,. umay d a the stains sein such ore mode and' • (6) Upon pa able either by me nci tar, as act forth f the last isDepreceding paragraph; prov due and the del either by commencing ofg on action dec a ton of default ss and of and for a nand. of P exercise Sol ul the power el ction 1 hcaus• provided, t by the delivery twhichTnotice the Trustee shall souse to be duly filed for record in sale and. of forecosurewritten obri of 'default of and of election to arse to he self the said peped e, .The genafi<{ery also shall deposit with the Trustee this Dead and the said note and such receipts and evidence e1 expenditures mode and secured hereby as the Trustee may le have rt of Ihs time and Place of sale fixed by {I in;soid notice of tale, either of a Notice o! sale having been given as then required by law and altar lapse of such lime as may Then 6e required by law after recordation of such Mafia or in separate Trustee s, and demand such o de Truster, shall sell said property bypublic adder for cash of ain wl l Ares and place of sale,and ey of the United Stoles, whole to intime of le. Trustee and in ph order as it may determine, tl public auction a the highest bidder C ce ens ateding sucemanul o and pl ce of sale, nd payable et time of sore. ter maypostpone pose s sole of all public any noundtion a told property P urcha+e at such timeh To time therdeed conveying may Postpone such sale by pubwe annhour anycovenant al the lime fixed express py tho or facts shall beser t ondusi a proof ofhthe truth uln•ss Itd, but h reof.wAny person, includ ng Truster. Trvsleeor Beneficiary as hereinafter defined, may ps in such deed of ug halters such sate. Alter deducting all costs, fees end expenses of Trustee and of this Trust, including cost of evidence of title In connection with sale, Trustee shall apply the proceeds of sole to payment oft all sums expended under the terms hereof, not then repaid, with accrued interest a1 seven per cent per annum, all other sums then secured hereby; and the remainder. i1 any, to the person or persona legally entitled thereto. • (7) .The inBeneficiaryinstrument, may, from time to time, instrument iniwriting, a of hale orecorder ofsuccessor e cousuccessors ty r co}rain the Trustee property i any Trustee named o acting here- * 'under, which instrument, executed, acknowledged and recorded in the office of the nordsr of the aunty or artless where said property is situated, shall be conclusive proof' al proper substitution of such successor Trustee or Trustees, who shall, without convey • its title, estate, rights, powers, and duties. Sold, instrument mud contain the name of the original Truster. Trustee and Beneficiary hereunder, the book and page where this .Deed Is recorded, and the name and tdtot dross otherwise. w Trustee. The procedure herein provided for substitution of Tweets shall be(8) ThiDeed exclusive of all other provisions to for substitution, parties hereto, their heirs, whether or not named pis Beneficiary ues and assigns. is The tees. �eneflciory shall the mean the benefit aand nd th'olderinds `t including pledgees, of the note se11cured hereby, wheadmther or of executors, al, iara heroin. In this D.S. whenever the context so requires, the masculine gander includes the feminine and/or neon, and the Angular number includes the • plural. • is made a public cord as provided i by law. Trustee or Trustee ahaeti' (9) Trustee ny pert this to 0 when this sole Deed, duly y other and of Trust or of any b notify anY party hereto of pending sob under any other Dead o1 Trust r of any action r proceeding in which Truster, Beneficiary be a party unless .brought by Trustee. ' la any nefici of default and W any nelice of sets hereunder be moiled ice tire.ot his oddresa. • (10) Beneficiary may make a Truster not exceeding a cop or o beneficiary destafault a C. TheUndersigned TrusTor requests they a copy • teeidbefon ..1 forth. SIGNATURE OF TRUSTOR .� . ,/ 'STATE OF CALIFORNIA . YSS $�4LBQ,A,..A.�i...4• a cOrpora ion, Ace _INC.*.N.a *. • corporation Investment,. Inc., . ................. y and fo.sai the undersigned, St State, personally esonally appeared Edward D. 'Tisch, ic in sad, for said County and State, personally ape by: • Vice' President -Treasurer known to me to be the person_.:: whose name_.••_.. -••_.:---- subscribed to the within instrument and acknowledged that _.__.__.__„_.._._,._executed the same. WITNESS my hand and official seal. (Sad) Notary Public in and for said County and State It executed by a Corporation the Corporation Form of Acknowledgment must be used 2 012 ..............:..:...:.... Title Order No...._ ..............._.. Escrow orLoan No....1.9..5.9..7.Y.:....._:........................:. DO NOT RECORD REQUEST aF.Od Roy FULLwheRote ECOs aNVEY ANCE To be Ewed—...-- _. To TRANS -COAST INVESTMENT CO., Trustees . the within Deed The undersigned is the legal owner and holder of all indebtedness second by and you ere of Trust. Ali sums secured by said Deed of Trust hare nbes nmfullly yi p d ond you under the terms of said W . Deed requested la and cancel lrall directed, de paymendoe of into youY ,o eba ed to W you hof erewith together with the soid Dead oaf Trust, and tooreconvey, without warranty, 1t deliveredto stele designated by the terms of said Deed of Trust, the estate now held by you ?odor the same. o • • Id 1 MAIL a1eoNvrrnraa To. i i w f t•; mods. Do not sou of destroy this Deed of Trust PR THE /14 n wfitEt if 7-,u tr Both Minn fie flatae+gd N; NW Tibdae [ri .:n..; ^i""!".N beleld l c" ' ^.. . . WC:m o 7/14/ 0 (0) rip 1 2 3 4 5 6 7 8 9 10 11 12 13 18 19 20 21. 22 23 24 25 26 27 28 29 30 31 32 134278 REQUEST FOR COPY OF NOTICE OF DEFAULT AND NOTICE OF. SALE In accordance with Section 2924b, Civil Code, request is hereby made that a copy of any notice of default and.a copy of any notice of sale under the deed of trust recorded April 6, 1960, in Book 5179, page 444, records of Orange County, California, executed by The Newport Bay Company, a California corporation, as trustor, in which The Lamar Life Insurance Company, a Missis- sippi corporation, is named beneficiary, and Title Insurance and Trust Company, a California corporation, is named trustee, be Mailed to the City of Newport Beach at 3300 Newport Boulevard, Newport Beach, California. DATED: July 2.J , 1960. CITY OF , :BEACH By (inL�GW/ e{/�i4 Y t Pro Tem STATE OF CALIFORNIA...) : ss COUNTY OF ORANGE On July Public in and for said County and State, personally appeared Charles.E, Hart and MARGERY SCHROUDER, known to me to and the City Clerk,'respectively, of the CITY OF NEWPORT BEACH, the municipal corporation that execute the within instrument, and acknowledged to me that said municipal corporation executed the same pursuant to a resolution of its City Council. WITNESS my hand and official seal. By ri Stith' be the Mayor Pro Tem , 1960, before me, the undersigned, a Nota.y Nota?y Public in aid for said County and State My Commission Expires Nov. 6, 1960 354. 530 RECORDED AT REQUEST OF -. CITY or NEWPORT DERCK IN OFFICIAL RECukDS OF ORANGE COUNTY, CALIF. 9:05 AM AUG 1 1960 RUBY McFARIAND,County Recorder 1 FREE !K 5354 Fla 53 WWC: 7/14/ 0 (6) &nov5354 ?iiit► 1 2 .3 4 5 6 7 8 9 10 11 12 13 18 19 20 21 22 23 24 25 26 7 28 29 30 31 32 134277 REQUEST FOR, COPY OF NOTICE OF DEFAULT AND NOTICE OF SALE In accordance with Section 2924b, Civil Code, request is hereby made that a copy of any notice of default and a copy of any notice of sale under the deed of trust recorded April 6, 1960, in Book 5179, page 458, records of Orange County, California, executed by The Newport Bay Company, a California corporation, as trustor, in which the Atlantic Life Insurance Company, a Vir- ginia corporation, is named beneficiary, and Title Insurance and Trust Company, a California corporation, is named trustee, be mailed to the City of Newport Beach at 3300 Newport Boulevard, Newport Beach, California. DATED: July 7 s 1960. CITY OFAEWPORT BEACH BY- AL d Malt Mayor Pro Tem By Atsti City Clerk STATE OF CALIFORNIA ) : ss COUNTY OF ORANGE ) On July :;; , 1960, before me, the undersigned, a Notar Public in and for said County and State, personally appeared Charles E. Hart and MARGERY SCHROUDER, known to me to be the Mayor Pro Tem and the City Clerk, respectively, of the CITY OF.NEWPORT BEACH, the municipal corporation that executed the within instrument, and acknowledged to me that said municipal corporation executed the same pursuant to a resolution of its City Council. WITNESS my hand and official seal. Notaty Public in 4nd for said County and State My Commission Expires Nov. 6, 1960 ..t,: M i"35 PAGE & 8 5•35 I t>n'G, 527 RECORDED AT REQUEST OF CITY of NEWPORT BEACH IN OFFICIAL RECU SOS LAP ORANGE COUNTY, CALIF. 9:05 AM AUG 1 1960 RUBY McFARLAND, County Recorder FREE 3x5354 1Gt54 WWC:me 7/14/6 (6) 1 2 3 4 5 6 7 8 9 10 11 12 13 18 19 20 21 22 23 24 25 26 ''27 •28 29 30 31 32 134276 REQUEST FOR COPY OF NOTICE OF DEFAULT AND NOTICE OF SALE In accordance with Section 2924b, Civil Code, request is hereby made that a copy of any notice of default and a copy of any notice of sale under the amended deed of trust recorded April 6, 1960, in Book 5179, page 472, records of Orange County, California, executed by The Newport Bay Company, a California corporation, as trustor, in which the Atlantic Life Insurance Company, a Virginia corporation, is named beneficiary, and Title Insurance and Trust. Company, a California corporation., is named trustee, be mailed to the City of Newport Beach at 3300 Newport Boulevard, Newport Beach, California. BATED: July Z $ 'al1960. CITY O2>�/)a�BEACH /' By By 1• f yor Pro Tern ty er STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) On July < , 1960, before me, the undersigned, a Notary Public in and for said County and State, personally appeared Charles E. Hart and MARGERY SCHROUDER, known to me to be the Mayor Pro Tem and the City Clerk, respectively, of the CITY OF NEWPORT BEACH, the municipal corporation that executed the within instrument, and acknowledged to me that said municipal corporation executed the same pursuant to a resolution of its City Council. WITNESS my hand and official seal. Notary Public in an 4 1 for' said County and State My Commission Expires Nav,. 6, 1960 • !K35'#' Fh[L - rr:,:.: RECORDED AT REQUEST OF CITY OF NEWPORT BEACH IN OFFICIAL RECORDS OF ORANGE COUNTY, CALIF. 9:05 AM AUG 1 1960 RUBY McFARLAND,County Recorder FREE I ti r53554 PACE • 6:111 tint mr5110 7/14/ 0 (6) III wwc: • 1 2 3 4 5 6 7 8 9 10 11 12 13 it' 20 21 22 23 24 25 26 27 28 29 30 31 32 134:275 REQUEST FOR COPY OF NOTICE OF DEFAULT AND NOTICE OF SALE In accordance with Section 2924b, Civil Code, request is hereby mide that a copy of any notice of default and a copy of any notice of sale under the deed of trust recorded April 6, 1960, in Book 5180, page 2, records of Orange County, California, executed by The Newport Bay Company, a California corporation, as trustor, in which The Lamar. Life Insurance Company, a Missis- sippi corporation, and the Atlantic Life Insurance Company, a Virginia corporation, are jointly named beneficiaries, and Title Insurance and Trust Company, a California corporation, is named trustee, be mailed to the City of Newport Beach at 3300 Newport Boulevard, Newport Beach, California, DATED: July 2.) , 1960. CITY OF,TWPORAT BEACH MayorTem BY (1.1(4lej )1/Pro By STATE OF CALIFORNIA ) ss COUNTY OF ORANGE 0n July 1960, before me, the undersigned, a Notary Public in and for said County and State, personally appeared Charles E. Hart and MARGERY SCHROUDER, known to me to be the Mayor Pro Tem and the City Clerk, respectively, of the CITY OF NEWPORT BEACH, the municipal corporation that executed the within instrument, and acknowledged to me that said municipal corporation executed the same pursuant to a resolution Of its City Council. ..,"'IWITNESS my banal official seal. s-/ - I r Notary Public imand for said County and State my Commission ILluo:res au. 5, ail_ :::: nok5354 1451. : RECORDED AT REQUEST OF CITY Of' NEWPORT IMAM IN OFFICIAL RECO+:DS OF ORANGE COUNTY, CALIF. 9:05 AM AUG 1 1960 RU3Y McFARLAND, County Recorder FREE fle c 7/14(60 (6) 1 2 3 4 5 6 7 8 9 10 11 12 13 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 134279 REQUEST FOR COPY OF NOTICE OF DEFAULT AND NOTICE OF:SALE In accordance with Section 2924b, Civil Code, request, is hereby made that a copy of any notice of default and a copy of any notice of sale under the deed of trust recorded April 6, 1960, in Book 5180, page 77, records of Orange County, California, executed by Wrather Investment, Inc., a California corporation, as truster, in which The Newport Bay Company, a California corporation, is named beneficiary, and Title Insurance and Trust Company, a California corporation, is named trustee, be mailed to the City of Newport Beach at 3300 Newport Boulevard, Newport Beach, California. ,DATED: July t , 1960. CITY OF ORTBEACH ) By 1i ZIigh1 Mayor roo Tem -14-1# h < k City ler STATE OF CALIFORNIA ) SS COUNTY OF ORANGE ) On July , , 1960, before me, the undersigned, a Notary Public in and for said County and State, personally appeared Charles E. Hart and MARGERY SCHROUDER, known to me to be the Mayor Pro Temand the City Clerk, respectively, of th CITY OF NEWPORT BEACH; the municipal corporation that executed the within instrument, and acknowledgedito me that said municipal `corporation executed the same pursuant to a resolution of its City Council. WITNESS` my hand andofficial seal. Notary Public 0 and for said County andState My Commission Expires Nov. 6, 196Q RECORDED AT REQUEST OF GTY Of NEWPORT BFACN IN OFFICIAL RECORDS OF ORANGE COUNTY, CALIF. 9:05 AM AUG 1 1960 RUBY McFARLAND, County Recorder { FREE 1 PROPI SSORT. NOTE $158,417.00 rch 31, 1960 FOR VALUERECEIVED.,.in in lmenta.as hereinafter set forth, the undersigned THE_;NEWPORT BAY COMPANT, a California corporation (hereinafter cafled "Maker") promises to'pay to -.the order, ofTHE.LAMAR LiFE'INSURANCE `:COMPARTs a Mississippi eorpo-. ration (hereinafter called=:"Payee") at tne'principal offiee•of Payee in;jackson,'Miosissippi or such other place ,as the holder hereof shall designate to Maker''in writing, the principal sum of;: One Hundred -Fifty -Eight Thousand Four Hundred Seventeen and no/100 Dollars ($158,417.00) together with interest from the date hereof at the rate of five and one-half percent (5 ) per annum enthe unpaid balance from time to time, said. principal and; interest being due and payable in lawful money of the United:' States over; a period of fifteen (15) years in sixty(60) equal quarterly" installments of Three`Thouaand Eight Hundred Ninety-Three'and 89/100'Dollars ($31.;893.89) each,' the first such installment being due and payable on dune 30, 1960, and one such insta114. scent being due and payable "on the expiration of each.three (3) months' period thereafteruntil said principal and interest- shall have been paid in full, each such installment ,to -be applied first to interest accrued to the date thereof and then in reduction of principal. Maker or any other party assuming this note shalt have the right at any time, and from time to time, to prepay this note or any installment thereof without premium or penalty, provided, however, that any such prepayment shall,:. be applied first against interest accrued to the date of such prepayment and then in pay- ment of installments of principal in reverse order of their maturity, and provided further that simultaneously with any such prepayment a prorate prepayment shall also bemade with respect.. to each and all of the following promissory notes issued_ by Maker or by Wrather Investment, Inc., a California corporation, which notes issued by Makerhave been or will be assumed by Wrather Investment, Inc.: Promissory note of Maker in the principal amount of' $414,691.02; dated March 31, 1960, bearing interest at the rate of5j$ per annum, payable to the order of Atlantic .Life •Insurance Company, Promissory note ;orMaker in the principal amount of $120,000.00, dated March 31, 1960, bearing interest at the rate of.:5% per annum, payable to the order of Atlantic Life :Insurance Company, amending and extend- ing a prior note 'dotted February 11, 1954, in original,. principal amount of $300,000.00 since reduced to $120,000.00, alsoopfyable to the order of Atlantic Life Insurance Company; - Promissory note of Maker in the principal amount of $113,166.39, dated March 31, 1960, bearing interest at the rate of 5 per annum, payable to the order of The Lamar Life Insurance Company, Promissory note of Maker in the principal amount of $113,166.39, dated March 31, 1960, bearing interest at the rate of 50 per annum, payable to the order of Atlantic Life Insurance Company, 1. • Promissory. note of Wrather.Investment, Inc. in the principal amount of 41,618,750.00, dated March 31, 1960, bearing interest at the.rate.of 5i%.per.annum, payable to the Order of. Maker hereunder;..or one (1) or more promissory notes (but not in excess of one` hundred eight (.108) promissory notes) in. .the aggre:-.. gate principal amount of $1,618,750.00 issuedrby Wrather Investment, Inc. to Maker or its shareholders in substitution for said promissory note in the event Maker is dissolved and its assets,:.including Said promissory note, are distributed to its shareholders. The payment of this note, both as to. principal. and interest is.secured by the lien and provisions of a certain Deed of Trust and Mortgage of Chattels, of even date herewith (hereinafter called the "Deed of Trust") between Maker, as,Trustor, Title Insurance & Trust Company, as Trustee'(hereinafter called the "Trustee") and Payee, as- Beneficiary, to Which Deed of Trust reference is. hereby made for a description of the property mortgaged, the nature and... extent Of the security, the rights of the holder or holders of this note, of the Trustee and of the Maker with respect to suoh security. Upon the occurrence of any of the following -events, that is, in the event thatc'. • (a) Maker shall default in any payment or any - installment of principal or interest apon.this note as and when the same shall become due and payable and such default shall not be cured within five (5) days, exclusive of Saturdays, Sundaysznd holidays,. after Maker shall have been notified`.in writing of such de- fault; or (b) Maker shall default in the due observance and performance of any other materiel.. agreement, covenant or undertaking.On its part as set :forth in the Deed of Trust and said default be not cured within thirty (30) days after Maker shall have been notified in writing of such default;.or (c) Maker shall become in default .under=any of the Deeds of Trust described in paragraph 11 (t) of, the Deed of Trust securing this note; or .. (d) Maker shall file, or have filed against it, any petition in bankruptc.y:or under any other l.awfor the relief of debtors and same ii;not dismissed within sixty (60) days after the filing thereof; or (e) Any receiver or trustee shall,be appointed to takeover the business and properties:of Maker,:or any substantial portion thereof,.and the order appoint- ing such receiver or trustee is not.vacated within sixty (60) days after such appointment; or (f). Maker shall execute any general assignment for the benefit of creditors; then, and in any such event, the entire unpaid balance,cf this note, both as to principal and interest, shall, it the election of the Payee or any then holder or holders thereof,,. become .immediately due and payable'without further notice, and the Payee or any such holder or holders shall.be.entitled to imme- diately proceed to collect the same in any manner provided in the Deed of Trust or otherwise' authorized by law. 2. • • in the event, after default, -this note Shall be placed in - the hands of an attorney for collection, or: if came be collected through Bankruptcy or any other court proceeding, Maker agrees to pay, in addition to the principal and intereet�:theu'dae_heretuder,_ reasonable attorneys' fees incurred in the coliectidn-hereofo Maker shall have -the right as a condition of its dbl getton to make payment of any installment of principal or interest hereander, to require. Payee to deliver this note-to:laker at"any"time, but. not;,more frequently than once -nag' year, for the. of endorsing hereon the amounts and dates of payaents made en aceoant_ or this note, Address: THE NEWPORT BAY COMPANY 1221 a Test . Coast $igkway Newport Reach, California frrce- Ace Es • • 0 DEED OF TRUST AND MORTGAGEOF CHATTELS TAIS,DEED OF TR-MTAND MORTGAGE OF CHATTELS, made this 31st day of 'March, 1060 between ANS =WOW SAT COMM a California corporstien, herein called Trustor, whose address is I421 Web COOMt aghiSmit Neoport " California, TITLE INSURANCE AND TRUST COMPANY, a California co oration herein called Trustee; and- TUX LAMM LIPS a MS*Witi$91 corporation AINANVIC un, 11181nAtt COMM* nnatia torperation, tworata jatatly Cot Skaattialary WITMESSETA: That Truster irrevocably gznnts, transfers and assigns to Trusted in trudt, with power of sale, that property In Orange County; California; described as: 1. All Of the-leasehad-intereet of 'Praetor Wader and purshant-to the terms of that certain-leade exeCuted by:City of Newpdtt-Beach as LasSor and Truator as Lesseep-dated-March-24, 1948, as'amended en April 10, 1950 and September 20, 1952, (herein referred to as the.PMaster Leasen)slin aidto thbee certain premises located in the City of Newport Beach and mare -fully described in Exhibit I Attached hereto and made a part - hereof by reference, and all of the impreVements-there on, together With the rents- issues and thereof, subjeet-, howeVer; tb the riiht, power.andetthority hereinafter given to -and conferred upen Benefidiary to collect and apply such rents, issues and profits. 2. Any and all personal:property of whatever kind or dharadter lociated on the foregoing premises or which is Limited elsewhere and used in connection with the operation orthe said premises, whether now owned or hereafter acquired -by" Trustor, including without limitation the personal property described in Exhibit 2 attadhed-hereto and Made apart hereof by reference and any other stchfurniture, furnishings, fixtures, equipment and supplies. Mast to the Deeds -of -Trust, subleases and sublease agreements, if any, and the other matters or things referred to in Exhibit 3 attached hereto and made a part hereof by reference. FOR THE PURPOSE OF SECURING:. Payment of the indebtedness evidenced by illIpromissory notroferehdateherewithssimmaitiserismeihrarmiged iiiiairiaisublionvititrig nob ($13,3•246.39 ) executed by-Trditor in favor of Beneficiary or order. 2. Performance of each agreement of Trustor herein contained. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES: (I) To keep said property in good condition and repair; not to remove or deMolish-any-buiiding thereon; to complete or restore OrdettlY and -in -pod and workmanlike manner any building which May -be denstradt0; damaged or destroyed thereon (subject to the Orevitions of the "following Paragraph (2) hereof), and to pay when due all claims for labor performed and materials furnished Reow-D b Views e"" routo-rr Mu_ Cufeof Dor 4f 6;00(3 Boo& 5180( - therefor; to repair or replace, as the ease may be, sky and all personal property severed or to be covered by the lien of this inert - gage whisk shall be damaged, destroyed or besem&ebsoleteor worm *et, so as toe substantially maintain the anaemic taloa of the said .... remises and the personal property thereon or thereia:sitaated remises to the previsions of the following laragraf .(2) hereof); .. to simply in all reopens with the andertakfnes and obligations of . Lessee under the Master Lease and not to commit or.permit ta.oeoar`• or exist any Oat or thing.wk3.ok constitutes a default, or whisk with the lapse of time or the giving of any netice,'_or.both, would. seawtitute a default under the Master Lease; to comply with all lan affeetiag said property or requiring any alterations or improver ants to be made thereon; not to commit or permit waste thereof; not to summit, suffer or permit any act upon said property in Viola - tin of law; to oultiwate, irrigate,fertilise, fumigate, prene.and de all other sets whisk from the character or apeef saidprepe*tr may be reasonably necessary, the specific enumerations herein net'et-: eluding the general. (2) To procure, maintain and keep in force is.long as the indebtedness enured by this. Deed of Trust shall remain outstand- ing and mnpaid, insurance severing the improvements and personal property situated.on.the above described property against the kassrds of firs and those hazards customarily insured against under extended. coverage endorsements in California, in an amount not less than eighty percent (8o%) of the insurable value thereof, with loss payable to Truster and Beneficiary asl their respective interests nay appear, ' sueh insurance policy or policies to be issued by a sound and sol- vent insurance company or .companies licensed to issue same iththe ISAlate of California and acceptable to Beneficiary. Truster ogress k'e deliver to Beneficiary, or upon the, request of Beneficiary to . deliver to the Trustee, the said insurance pol,icy.or policies to be iaored in accordance herewith or a certificate thereof. In the event of any damage to or destruction of said improvements or property, Truster shall byre the right, exercisable within sixty (6o) days.. tkertifter, to determine whether the sass recovered under such insurance polioy.or policies shall be Used for the purpose of re building, repairing or replacing said improvements. or property, or shall be paid to Beneficiary in reduction of Trastor's obligations •.to Beneficiary, and in the event Truster shall elect to Cause said preened' to be used for the rebuilding) repairing or replacing of such improvements or personal propetrt.y:then the same Shall be aeeen • stifled as somas reasonably possible after receipt by Truster, or • sums payable under such insurance policy or policies on account of such -destruction or damage. . (3) To appear in and defend any action or proceeding per • - porting to affect the security hereof or. the rights or'eners of Beneficiary or Trustee; and to pat all costs and expenses, includ- ing cost of evidence of title and attorneys' fees in a reasonable amm, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any nit boons Beneficiary to: foreclose this Deed, provided that insofar as Trestor:'t rigk$a and interests in and to said properties and premises shall havenen derived fros $enefioiary Truster is not rogeired to and does not.. make any representation or warranty or assume any.obligationa with respect to Traitor's title therein. (4) To pays. at least ten days before delinquency 411 tars. and assessments affecting. said property, lnoludingaspespaeate en appurtenant water.stock; when due, 411.sncumbrences, mhitges. and lien, with interest, en said property or any part thereof, whisk appear to be prior or superior hereto; an costs, fees and . sienna of this Trust. Should Truster fail to make any payment or to do any set O • herein provided, then Beneficiary or Trustee, but without oblige IDER Trustor agrees that as long as this Deed. of Trust and Mortgage of Chattels shall remain in effect Trustor will furnish to Beneficiary a certified copy of Trustor's annual financial state- ment, including profit and loss statement and balance sheet, for each fiscal year of Trustor, not later than ninety (90) days after the expiration of each such fiscal year. tier PIA ti. e14t And without notice to or demand open Trnater, ant without reAeasingE.Truster from any obligation hereof, nayseski. sr do tke•sane in each manner and to such extent as either may deem necessary to protect the security hsreof,.Bensficiary or Instee being nthorised to enter upon said property for seek par- penes; appear in and defend any action or proceeding perperting to affect the security hereof or the rights -sr powers of monefi diary or Trustee; pay, purchase, contest or eseprenise any " enennbranse, charge or lien which in the judgement of either appears to be prier or superior hereto; and, in exereleing any suck powers, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and witheet demand all somas se ens - "ended by.Denefieiary er Trustee, with interest from date of expenditure at six percent'(6%) per annum. (6). That Amy award of damages to Treater in connecti:on'witk say esntemaatioe for public use e.f or injury to said property or •nay part thereof is hereby aaaigned and shall be paid to Beneficiary. Slay apply or release such moneys, received by him in the same manner and with the name effect as above provided for-dispopitien: ef•proseeds of fire er other insurance.' (7) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require promptpayment when due of ill other sums so securedor to declare default for failure se to pay. (8) That at any time or from time to time, without liability, therefor and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the persenal liability of any person for payment. of the indebtedness secured hereby, Trustee mays reconvey any part of said property; consent to the making ef any map or plat thereof; Join in granting any easement thereon; or Join in any extension agreement or any agreement subordinating the lien er charge hereof. , (9) That -upon written request of Beneficiary stating that. all seas secured hereby have been paid, and upon surrender of thin Iived and said note to Trustee for cancellation and rete!tisn and upon payment of its -fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in sack reconveyance of any matters er facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto." Five years after issuance of such full reconveyance, Trustee may destroy said note and -'this Deed (unless directed in such request to -retain them). (le). That as additional security, Truster hereby gives to aid confers upomBemeficiary the right, power ant authority,. during- `. the eentiaaance of these .Trusts, to collect the rents, inane* ant.. profits of said property, 'reserving unto Treater the rlght,,prier." to any default by Truster in payment of any indebtedness aesured....•. hereby or in performance of any agreement hereunder, to collect an& retain sash rents, issues and profits ai they"become due and payable. If any such -default is not cared by Truster within the period of tine specified in Paragraph 11 hereof, then Beneficiary '- say at any time thereafter, either in person, by agent, 'curlit t: resolver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured,.sntes.. upon and take possession of said property or any part thereof, in �S. • his own naae•sue for or otherwise collect such rents, issues and:.. profits, including those past due and unpaid, and apply.the seise;.: less.•.cpats and expenses of operation and collection,.inaluding reasonable attorneys! -fees, upon any indebtednesssecured hereby,:.. and in.puce order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such .rents, issues and profits and the application. thereof as aforesaid; shall not cure or waive any default or notiee.of.default 'hereunder or invalidate any act done pursuant to such notice. (11) Upon the. occurrence. of any of the foregoing events (hereinafter called•"Events of Default"), that is to say in the event that: (a) Truster shall default In the payment of any .in- stallment of interest upon or principal of the promissory note•,seoured hereby; as the same shall became due and pay- able,, and ahall.fail to cure such default within five (5) days, excluslve of Saturdays, Sundays and holidays; after Truster shall have been notified in writing of such default; or (b) •Truator shall default in the:performanceor.ob servance of any material:greea:ent,•epvenant'•or undertak- ins on its part hereof, other than a default in the: payment of principal or interest. as provided in Subparagraph : (hereof, and such default shall eontinue to exist. for • a period of:thirty f30) days after written notice to T•-actor from Beneficiary or Trustee specifying such de- fault; or (c). Truster shall become in default under any of the provisions_of.the Master Lease and she11 fen to cure such default within..the period_of time, if a>y,'provided in.the,, Master:Lease._feir.the_curing of. such defaults'. (d) :Truster shall file, or have filed against it,, any petitian•in.:bankruptcy er under any.other.law for the relief of .debtors." and the same'is not dismissed.within . sixty.(60) dayeafter,the filing thereof; or. • (e),_Any trustee or. receiver shall be appointedd to,... take over the business or:Trustor or any substantial por- tion of its .property,,and the order appointing such trustee' or receiver shall not be vacated within sixty (60) days after.the.issuence thereof; or (f). Truster shall make any general assignment:for the benefit Of: its creditors; .or . .. (g) .In. the event .of the oecurrence of an Event of Default under the. terms or provisions of, :Andes defined• in, any of the foliowing'Deeds.of Trust: . (1) That certain Deed of. Trust dated 1969, executed by The Newport Bay Company,.: hereunder,.as truster, in favor of The Lamar Life Insurance Company as beneficiary,.,, and recorded in Official Records of Orange County, California, securing payment of that:certain. promissory note in the principal amount of $158,417.0O executed: by The Newport Bey Company here= ander,:payable to. The Lamar Life Insurance Ceapany,: which note and Deed of Trust have been or will be. ase med.by Wrather Investment", Inc., ..exeam ,R,The rt Bay CO S Sb -Tractor here a. "ice Newport- -.order , Z38" ti"F38$t7 , •: : YtEer ®fR°i3e Inner Life principal (11) Certain Deed" of Trust -dated !l "j - 31., 1960, e3xeented `by- The Newport Bay CeeperOY Traetor hereunder, as truster°, in Eater df Atlantic' life Itzsuranc a C®mpe: a as beneficiary, and -recorded in fficial Betide Of Orange County, California:, tearing- paynent' of " that certain promiSsory notein `the priacipar of - fa1496 T. swotted bar ' Rewport'Bays` td .Truster h&fertdwrs`_panble to.the order -Of AtIantic L$fe Instixnce"Corny, which note 1andcD3 ed ot"Irina"have-been or I- be assumed by ., ""lix°ather.Infest ingt'Ine. ill) VOW vitirtalk Amended` D6bdT Of. Mist dated ara..: 31, 1960, -Cleated-by-The Newport 'Be:y. Coapatny;' `:Truster. horouunnder," as titers "in favor -of -Atlantic Life Iran -flee C' ,:gas beneficiary, and -recorded ita`®ffieial 1Recorda'of -OraegejOhentYti c lirOrat ., aeeuri. ' of -that' certaim dry note iaa the principal amount'! ef_ $1?Oa000.Goo ' executed by."The Newport •Bay Company, as beb.' °... itl:"yr rainier, payable to the" order of Atlantic lifs DinrOroese-COMPanY, constitutiarg-AA a nd>tent and :extension of prier. note, Peed ;of Trtet:and-Mettgage7of ';ci3attels, a]:1-da sd:;Febivaryr 11, 19514. evidencing and'- ,1 he de tednaaa of the Newport B Ce ny, bene- ' fleiaryr hereunder, to Atlantic life:Insurance' Company the otiatarpripal amot _eat" $300,000e130, amended note : ana of Trust dated t .rch 31, 1960 have been or, will be tianforied by Wrather Investment, Inc e c 0 .- ad'Atlantic LIZe =, e C <efiaiaries, and:- eorded in t it xclal - oa a range] Cguntyg atsthe ymcsaat oft $] l3s rate pxvmittery.. notes -^4 1� b ch executed by Truator hereutde , ble'"to the of r• e Insuranee .0014PanY.and A a e C ;rpespeetivety, .which notes and Dee .,. Lea. ei bill l: �. by..Wather Invostaont, Inc e c'Life (V) That:Certain Deed of Trust _dated March 31,. 3,960, . executed by Brother Investment, Ina". a California corpora- tion, ..in favor of The Newport Bfly Comps, Truster hereunder,. and recorded in' Official Records of Orange County, California, securing payment of -that certain promissory note in the .,principal amount of $10618,750.00, executed by Wrather:Invest- ment, Inc., payable- to the order' of The Newport Bay Company, Tractor hereunder. (vi) . '1!I t certain Deed of Trust to be executed by 'tether Investment, Inc., in favor of The Lamar Life Iasv.r- ance Company and/Or Atlantic Life Inesuiance Company or their nominees as beneficiaries, as security tor'sonstruetion fist&%° ing for new improvements on the premises of The Balboa, Bay Club, Newport Beach, California. then and in any such event, Beneficiary may, at Ste options . declare' all, sums. secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and written noticeof default and election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary shall also deposit with Trustee this Deed of Trust, the notes secured hereby and all documents evidencing- expenditures secured hereby. • • After the. lapse sf' such tee e.snay then be j'equired by lam fel:eetee tte r wccrdation of said -entice of default, and cedes of sale having been given as then required by law, Trustee, witkSt demand en Truster, shall sell said property at.the tine and !lase fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order am it may determine, at - public auction to the highest bidder,.for mash in lawful moneys?. the anited States, payable at time of scale, Trustee -may pennies sale of all er aay.portion of said property by public anmoaneeaeat -et such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the tine fixed. by the preceding postponement. In addition tv the recordatien-eat giving of netiees as required by law; as hereinabove provided., Trustee shall, not less than one Week prior to .any each sale, mall= te: Truotor at Trustor-°s address hereinahe e set forth; a copy of May -sash notice of default, notice of sal* and notice ofpostponement of Ole. Trustee shell deliver to the perchaser at any stachetale ere deed executed by.Trestee ce vel y.•ee the property so sold, but without army cove %t..or warrant', express or implied., me recitals in each deed of any taatterca or facts fail b.:: coneleeive proof of the truthfelenee tloeeeef. , Any pw c•son, i-ic: ,;d Gram; lxuater, Trustee,. er- 2wnefiel,a'axy es ke.eeiea,ter deleed, a, e peetepese at suds sale; After deducting i$j9..i Sty" is , re-e< ;'..:G i?I T7 alb; ;cl ti e ' eitatDSS - of Ss- T set, t°ianeludjng aosi vild .rice of .l.i;..:t a connection with sale, Truetse shall appee the ec t -_:d9 of ,rt14 i:e pcement ofa all sass AZ-. podded under the to eua ta, x=a.,t .'6 t ,.::<} .4:pai.il, sr th mcorgot interest.:: at aix percent (f;i) pka' rra1:1a--.; a.t? w:,-.ta<fr esuwo then secured thereby; - and the remainder, IT. aa:y, 4: the j e. roe: or persons legally entitled thereto. (12) That Trustee, r:r if sa.. s ,rCp&rtr lhsve been trans- ferred, the then record cnnler, to ti..er with .fNmef: ciary, may tram tine t* tine, by im er_t in. wr.:it." ;a, eepet tute.a, sacceeser.. e er oaceemsors to any T.rueta.e named ;` .r€in ;*r actinz hereunder, - which instrumennt, executed and acknowledged Ong .eaach and recorded in the office_ of the recorder of the county er counties where -said property'is situated, shall be conclusive proof.of prsper -substitution of such suaaess'or Trustee or Trustees, who shall with-. out conveyance from the Trustee.predecesior, succeed to.a11 Of its title, estate, rights, powers and duties;_ Said.lhstrument must contain the nesse of the original Truster, Trustee and - beneficiary hereunder, the book and page where this Deed ie eaeorde - aM the -name and address Of the new Trustee. If noticeOfdefault shall have been reeerded, this power:rf substitution cannot be. eil -- cimed until after the costs, fees and expenses of the. -then actinj '- Trustee shall havebeer!, paid to such Trustee, who shall endorse Teel' eeipt thereof upon such instrument of aslxatitutien, The procedure 'herein provided for substitution of Trustee shall be -exclusive of all other previsiene.for.substitution, statutory er Otherwise, (It) That this Deed applies to, inures teetheelieneftieefesaitee binds pill parties hereto, their heirs, legatees, devisee,: edminis- treters, execatera, successors end aseigAs. The tera 'Benefteiary` shall mean the owner and holder, including pledgees, of the note secured hereby, whether or not named as Densefieiary #aereino If Beneficiary is hereafter dissolved and Trustor is required under the" provisions of the- note secured hereby to substitute fok sea mote? •.bki separate notes of Truetor peyable to the shareholders- ofiSemee. notary, or if two or more notes are substituted for such mote Mr. .any other reason, then'this Deedof Trust shall secure payment..eftsflb separate notes, and the terse :"Beneficj.aary® as used.. herein shall be. ideated to mean the holders of said separate motes free tine to tints, • provided, however, that in such event the rights of Beneficiary hereunder may be exercised only by the holder or holders of Said separate notes amounting in the aggregate to not less than eighty peroent (8OO) of the total unpaid principal amount of said notes then outstanding who shall act for the holders of all of said notes. The term "Trustee" as used herein shall be deemed to mean and in- clude any person, firm or corporation which shall expressly assume this Deed of Trust and the note secured hereby. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (14) Notwithstanding any other provisions hereof it is agreed that Trustor may from time to time replace any of the furniture, furnishings, fixtures, supplies or other personal property hersinabove referred to with property of comparable value, inwhioh event this Deed of Trust and Mortgage of Chattels shall apply to and constitute a lien upon mush new or substituted personal property. (15) 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 of proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.. ETAT' OP CALIFORNIA COUNTY OF LOS ANGELES SS. THE NEWPORT BAY COMPANY By /s/ WALTER MELLOTT Vice -President and by /s/ DONALD L', HARWOOD Secretary On March 31, 1960 before me, the undersigned, a Notary Public in and for said County and State, personally appeared WALTER B. MELLOTT, Known to smit me to be the Vice -President" kaown to me to be the persons who executed the within Instrument en behalf of the Corporation therein named, and acknowledged to me that web Corporation executed the within Instrument pur- suant to its by-laws or a resolution of its board of directors. WITNESS my hand and official seal. (SEAL) /5/ MARIAN D. McDONALD Notary Public in and for said County and State My Commission Expires January 8, 1963 *and DONALD D. HARWOOD, Known to me to be the Secretary of THE NEWPORT BAY CO., the corporation that executed the within instrument, -7- Entire Leasehold Premises Under Master Lease. That certain real property lying in the City of Newport -Beach, County - of Orange, State of California, more particularly described as follows: Beginning at a point in the U:S.'Bulkhead line extending from U. S. Bulkhead Station No.' 129 to U.S. Bulkhead Station No. 130, as said Bulkhead. line and Bulkhead Stations are laid out and shown on a map of Newport Bay California, showing Harbor lines approved by the War Department January 18, 19177,which said point is distant South 610 00' 00" East, measured along ..-said Bulkhead line, 700.00 feet from the intersection of said Bulkhead line with the Southwesterly prolongationof the center line of Irvine Avenue, as shown on a Map of First Addition to Newport.Heights, recorded in Book 4, :` Page;9k, Miscellaneous Maps, records of Orange County, California, said point of intersection being the most Southerly corner of Lot "H" of Tract No. 919, as shown on a Map thereof recorded in Book 29, Pages 31•to 34 in - elusive, Miscellaneous Maps, Records of said County, and running thence from said point of beginning, North 290 00' 00" East, 155.00 feet, more or less, to the Southerly line of the eighty (80) foot right-of-way of the California State Highway, as shown on Sheet No. 2, Section B, Route 60, County of Orange, Division VII, of Plans approved by the California Highway Commission, on November 19, 1923 and on file in the office of said California Highway Commision; Thence, Easterly along said Southerly line of the eighty (80) foot right-of-way of the California State Highway, to an intersectionwith the Northeasterly prolongation of the Northwesterly line of Tract No. 1140, as shown on a Map thereof recorded in Book 36, Page 28, Miscellaneous Maps, Records of said Orange County, which point of intersection bears South 10 36' 30" West, 40.feet from Engineers Station 23 plus 12.35 of the center line of said highway, said point of intersection being Station No. 131 as described in Decree in Case No. 20436 of the Superior Court of the State. of California in and for the County of Orange; Thence, South 290 00' 00" West, along the last mentioned Northeasterly prolongation, the said Northwesterly line and the Southwesterly prolonga- tion thereof, 632.07 feet to a point in the said U.S. Bulkhead line between Station No. 129 and Station No. 130 said point being Station No. 130 as described in said Decree in Case No. 20436; Thence, continuing South 290 00' 00" West, 350.00 feet to a parallel with and distant 350.00 feet Southwesterly, measured at gles from the above mentioned. U.S. Bulkhead line between Station .and Station No. 130; Thence, North 610 feet, more or less, to feet from the point of Thence, North 290 beginning. line right an - No. 129 00' 00" West, along said. parallel line, 1574.84 a point which bears South 290 00' 00" West, 350.00 beginning of the description for this parcel; 00' 00" East, 350.00 feet to the said point of EXCEPTING THEREFROM, that certain parcel of land lying in the City of Newport Beach, County of Orange, State of California, described as follows: Beginning at a point in the Southerly line of the 100 foot right -of-. way of the California State Highway ORA-60B in Orange County, California, said point of beginning being at right angles to Engineers Station 7 plus 95.46 in the center line of said highway; thence South 150 38' 30" West 44 feet; thence North 740 21' 30" West 34 feet; thence North 150 38' 30" East to an intersection with the said Southerly line of the State Highway; thence Southeasterly along said southerly line to the point of beginning. SUBJECT to easements andrights-of-way of record. EQW &r 1 EXHIBBIT.2 Exhibit 2 to Deed of Trust and Mortgage of Chattels, dated March 31, 1960 (Deed of Trust) between The Newport Bay Company, as truator, Title Insurance and Trust Company, as trustee, and Atlantic Life Insurance Company and The Lamar Life Insurance, Company, as beneficiaries, securing two (2) promissory notes of trustor, both of even date with the Deed of Trust, payable to the respective beneficiaries, each in principal amount of $113,166.39. The personal property mortgaged under the Deed of Trust includes all personal property set forth or described in the attached inventory. E E IBIT .2 • • EXHIBIT 3 THIS DEED OF TRUST. AND MORTGAGE OF CHATTELS SHALL BE SUBJECT TO AND SUBORDINATE TO: 1. The paramount rights of the United States of America as to commerce,.nevigation and fishery as to that portion of the premises and property covered by this Deed,of Trust which lies bayward of the United States Bulkhead line in Newport Bay. 2. The trusts for the uses and purposes and upon the. express conditions as provided in "an act granting certain tidelands and submerged lands of the State of California to the City of Newport Beach upon certain trusts and conditions", approved April 5, 1957, as amended by "an act relating to the granting of franchises upon and leases of, certain tidelands heretofore granted to the City of Newport Beach by the State of California", approved May 29, 1929, and the rights reserved therein to the people of the State of California. 3. Any easements, rights of way and similar rights, of record, for,the purpose of furnishing utilities, drainage and access to or from the premises. 4. Any chattel mortgages, conditional sale contracts or other liens affecting or placed on any of the personal property covered by the lien of this mortgage (including any such personal property now in existence or hereafter acquired) in connection with the financing of the purchase or acquisition thereof. 5. The following Deeds of Trust executed by Trustor hereunder relating to all or a portion of the premises and property covered by this Deed of Trust and Mortgage of Chattels: (a) Deed of Treat dated March 31, 1960, executed by Trustor hereunder in favor of The Lamar Life Insurance Company, one of the beneficiaries hereunder, and more fully described in paragraph (11) (g) (1) of this Deed of Trust and Mortgage of Chattels. (b) Deed of Trust dated March 31, 1960, executed by Trustor hereunder in favor of Atlantic Life Insurance Company, one of the beneficiaries hereunder, and more fully described in paragraph (11) (g) (ii) of this Deed of Trust and Mortgage of Chattels. (o) Deed of Trust dated March 31, 1960, executed by Trustor hereunder in favor of Atlantic Life Insurance Company, one of the beneficiaries hereunder, and more fully described in paragraph (11) (g) (iii) of this Deed of Trust and Mortgage of Chattels. . • EXHIBIT 3 (Contod.) 6. This Deed of Trust shall, provided no notice of default under the terms hereof then appears of record, be subject to -a: deedof trust or other security instrument to be hereafter executed by Wrather Investment, Inc., or its successors in interest, covering all Or any. :part of the parcel. of land covered by this Deed of Trust securin indebtedness not exceeding $375,000.00 or seventy-five per cent (75%) of the cost of construction, whichever is lesser; made primarily.for_ the purpose of constructing improvements thereon, such indebtedness to be evidenced by a promissory note or notes bearing interest and payable at such times and upon such terms as are required by the Lender or Lenders thereof, and further provided that the parcel of land covered by said deed of trust or other security instrument shall not include any existing buildings or other improvements, and that .. the total area of said parcel shall not exceed the area of Parcel #3 described in the Deed of Trust, dated March 31, 1960, executed by The Newport Bay Company, Trustor hereunder, in favor of.Atlantie Life Insurance Company, referred to in paragraph (11) (g) (ii) of this Deed of Trust. Upon recordation of said deed of trust securing said indebted.- ness it shall conclusively be deemed that the entire amount thereof has been or will be used for or applied upon the cost of construction of improvements on said land. An instrument signed by Wrather Investment, Inc. or its successors in interest, and approved by the Lender or Lenders for the purpose of making the loan above contemplated, setting forth an estimate of the actual cost of construction of the improvements to be erected on the land described in the deed of trust securing such loan and stating that the total area of said parcel does not exceed the area of Parcel #3 above referred to or include any buildings or improvements -..thereon, shall, for purposes of determining the amount of said.construc- tion loan and the fact that said area does not include any existing buildings or other improvements and that such area is less than the area of Parcel #3, be conclusive as to the statements contained therein in favor of any person or company relying thereon, After completion of the improvements on said land, a new:deed of trust may be placed thereon, securing a loan to be evidenced by a promissory note or notes not exceeding in the aggregate the total prin- 4psl*aum secured by the deed of trust first above mentioned and payable at -such times and upon such -terms as are required by the Lender or Leaders thereof, which deed -of trust, when duly recorded and when the deed of trust contemplated above has been reconveyed, shall constitute a lien or charge upon said land prior and superior to the lien or charge of this Deed of Trust. 2. PROMISSORY NOTE $113,166.39 March 31, 1960 FOR VALUE RECEIVED) in installments as hereinafter set -forth : the. undersigned THE NEWPORT BAY COMPANY, a California - corporation (hereinafter calledaker')) promises:to pay to the order of THB_LAMAR LIFE IREWRANCE.COMtANY, a Mleslssippl corpo-- ration (hereinafter called`"Pages") d.:the principal offiee of Payee in Jackson, Mississippi, or"such other place as the holder hereof shall designate to Maker; in writing, the --principal sum of One Hundred Thirteen Thousand One Hundred Sixty-Six--and..39/100 Dollars ($113,166:39) together with interest from:the date hereof at the rate of five and one-half percent (5%):per annum on the unpaid balanoe from time to.time, said principal and -interest being due and payable in lawful money of the United States over a period of. fifteen (15) years in sixty (60)-equal quarterly installments of Two Thousand Seven Hundred Eighty_one=and 63/100 Dollars ($2,781.63) each, the first such installment being due And payable.on dune 30, 1960, and one such installment being due and payable on the expiration of each three (3) months' period thereafter until said principal and interest shall have been paid in full, each such installment to be applied first to interest accrued to the°date thereof and then in reduction of prineipal. Maker or any other party assuming this note shall have the right at any time, and from time to -time, to -prepay this note or any installment thereof Without premium or penalty, provided however that any such prepayment shall be applied first against interest accrued to the date of such prepayment.,and then in payment of installments of principal in reverse order of their maturity, and provided further that simultaneously with any -such. prepayment a prorate prepayment shall also be made with respect to each and all of the following promissory notes leaned byMaker or by Wrather Investment, Inc., --a California corporation, which notes issued by Maker have been or will be assumed by Wrather Investment, Inc.; Promissory note of Maker in the principal amount of $158,417.00, dated March 31; 1960,-bearing interest at the rate of 56 perannum payable to the order of The Lamar Life Insurance Company, _Promissory .note of Maker in the principal amount of $414,691.02, dated March 31, 1960, bearing interest at the rate of 5+% per annum, payable to the order of.Atlantic Life;Insurance Company, Promissory note of Maker in the principal amount of $120,000.00, dated March 31, 1960, bearing interest at the rate of 5% per annum, payable to the order of .Atlantic Life Insurance Company, amending and extend- ing-a prior note dated February 11,: 1954, in original principal amount of $300,000.00 since reduced to 120,000.00,.also payable to the order of Atlantic Life Insurance Company, Promissory note of Maker in the principal amount of $113,166.39, dated March 31, 1960, bearing interest at the rate of 53% per annum, payable to the order of The Lamar Life Insurance Company, 1. i Promissorynote of !rather Investment, Inc.. in the principal amount of.$1,618,750.00, dated March 31, 1960, bearing interest at the:rate of 50 per annum, payable to the order of Maker hereunder;• or one (1) or more promissory notes. (but not in excess of one_. hundred eight (108) promissory notes) in the aggre.- gate principal amount of $1,618,750..00 issued by !rather Investment,. Inc. to Maker or its shareholders in substitution for said promissory note in the event Maker is dissolved and its assets, including said promissory note, are distributed to its shareholders. The payment of this note, both as to principal and interest is secured by the lien and provisions of a certain Deed of Trust and Mortgage of Chattels, of evendate herewith (hereinafter called the "Deed of Trust") between Maker, as Trustor, Title Insurance & Trust Company, as Trustee (hereinafter called the"Trustee") and Payee, as, Beneficiary, to which Deed of Trust reference is hereby made for a description of the property mortgaged, the nature and extent of the security, the rights of the holder or holders of this note, of the Trustee and of the Maker with respect to such security. Upon the occurrence of any of the following -events, that is, in the event that' (a) Maker shall default in any payment of ant installment of principal or interest upon:this note as and when the same shall become due and payable and such default shall not be cured within five (5) days, exclusive of Saturdays, Sundays,.and holidays, after, Maker shall have been notified in writing of such de- fault; or (b) Maker shall default. in the due observance and performance of any other material agreement; covenant or undertaking. on its part as set forth.in theDeed of Trust and said default be not cured within thirty (30) days after Maker shall have been notified in writing of such default; or (c) Maker shall become in default under 'any of the Deeds of Trust described in paragraph 11 ('g) of the Deed of Trust securing this note; or (d) Maker shall file, or have Piled against it., any petition in bankruptcy:or under any other law.for the relief of debtors and same is::not dismissed within sixty (60) days after the filing thereof; or (e) Any receiver or trustee shall be appointed to take over the business and properties of Maker, or any substantial portion thereof,and the order appoint- ing such receiver or trustee is not vacated within sixty (60) days after such appointment; or (f) Maker shall execute any general assignment for the benefit of creditors; then, and in any such event, the entire unpaid balance,of this note, both as to principal and interest, shall, at the election of the Payee or any then holder or holders thereof, become immediately due and payable'without further notice, and the Payee or any such holder or holders shall be entitled to imme- diately proceed to collect the samein any manner provided in the Deed of Trustor otherwise authorized by law. 2. a in the event, ,lifter, default, this' nettsha71 be placed in the hands. of !so =attorney rot eolleotieu, or, it ease' be collected bapia'upto or;ay other court proeesding llabr s to pars in add1t1'ea to the prinetpal and Snteroet; dao'hereender,, tetanal* attorneys''': lees incurred 1a the eoi1 . - Maker shall have thee :s�ht, ss a 8enditiotf_or its ebllgat� to sake. parent or ''any 1ntallioat Of; 'principal or Ln Otett not)afro Payee to dal ter this note to d e at' 'tisb� , S riatuntly' thin Onee •aola year, ter this ptirpese ' of endeuratag : here* the afseahts' and than Of. payiaento at. en �galet.. of this Rote..• TRENEWPORT RAY COIRAaY DEED OF TRUST. AND MORTGAGE OF CHATTELS THIS DEED OF TRUST AND MORTGAGE OF CHATTELS,. made •this 3ist day of March, 1960 between WRATHER INVESTMENT, INC., a California_.. _.... , corporation, herein called Trusterwhose address is 270 North ;anon Drive, Beverly Hills, California, TITLE INSURANCE.AND.TRUST POMMY, a California corporation/herein called Trustee, and:THE-NEWPORT:BAY COMPANY, a California corporation, herein called Beneficiary, WITNESSE'PU: That Truster irrevocably grants, transfers ant assign: to Trustee in trust, 'with powerof sale, that property in.Orange» County, California, described as: 1. All of the leasehold interest;of Trustor under and. pursuant to the terms of that certain lease executed by City of Newport Beach as Lessor and The Newport Bay Company, a California corporation; as Lessee, ' dated March 24, 1948, as amended on Apra .10, 1950, Sepbember 29; 1952 and. March 28, 1960,"and assigned to Trustor by The Newport Bay COMpany on:Meroh 31, 1960 with the consent of the said Lessor (herein' referred -to -as the'"Master Lease"), in and to those - certain premises' located in the City of:Newport Beacb and more fully'described in Exhibit:1 attached hereto ... and made a part hereof by reference, and all of the im- provements thereon, together with the rents, issues and profits thereof,subje.ct,.howerer,.to.the . right., -power and authority hereinafter given to and conferred -Upon Beneficiary.:rto collect. and apply such rents, issues and profits. 2. Any and all -personal propertsy=ot whatever kind'or char acter located on the foregoing premises or which is located" elsewhere and used ie sonde ti©'fi xithi tae operation of the said premises, whethet'now:owned or.' hereafter acquired by Trustor, including:without limitation the personal property described in -Exhibit 2 attached hereto and made'a part hereof by;referenceTand any other such furniture, furnishings, fixtures, equip— ment and supplies. Subject to the Deeds of Trust, subleases and sublease agree- meats, if any, and the other matters or things' referred to in' Exhibit 3 attached hereto and made a part hereof by reference. FOR THE PURPOSE OF SECURING: 1. Payment of the indebtedness evidenced by promissory riots of even date herewith, and any extension or renewalthereof, in the principal amount' of One Million Six Hundred Eighteen Thousand Wien - Hundred Fifty and no/100 Dollars ($1,618,750.00), executed by Trust- or in favor of Beneficiary or order. 2. Performance of each agreement' of Trustor herein contained. TO :PROTECT THE SECURITY OF THI4 DEED OF TRUST, TRUSTOR-AGREES: (1) To keep'said property in'good condition and repair; not to remove or demolish any'building thereon; to"complete or restore promptly and in good workmanlike manner anbuilding which may be constructed, damaged or destroyed thereon. (subject to the provisions of the following Paragraph (2) hereof), and to pay'When"due.-.all"elai■s. for labor performed and materials furnishedtherefor; to repair or Recn( c OR/Pav&C (-cocci ARM 6figeo jDoc4600(6 looK 986,9.77 1. replace, as the, case may be, any and all personal property covered or to be covered by the lien of this mortgage which shall be damaged, destroyed or become obsolete or worn out, so as to•substantially maintain the economic value of the said'premisea and the personal property thereon or therein situated (subject to the provisions.of the following Paragraph (2) hereof; to comply in -all respects with the undertakings and obligations of Lessee under the Master Lease and not to commit or permit to occur or exist any -act or • thing which constitutes a default, or which with the lapse of time or the giving of any notice, or both, would constitute a default under the Master Lease; 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. !Trustor agrees that as long as this Deed of Trust and Mortgage of Chattels shall remain in effect Trustor will furnish to Beneficiary a certified copy of Trustor's annual financial statement, including profit and loss statement and balance sheet, for each fiscal year of Trustor, not later than ninety (go) days after the expiration of each such fiscal year, (2) To procure, maintain and keep in force so long as the indebtedness secured by this Deed of Trust shall remain outstand- ing and unpaid, insurance covering the improvements and personal property situated on the above -described property against the hazards of fire and those hazards customarily insured against under extended coverage endorsements in California, in an amount not less than eighty per cent (80%) of the insurable value thereof -,'With loss payable to Trustor and Beneficiary as their respective interests may appear, such insurance policy or policies to be issued -by a sound and sol- vent insurance company or companies licensed to issue same in the State of California and acceptable to Beneficiary. Trustor agrees to deliver to Beneficiary, or upon the request of Beneficiary to deliver to the Trustee, the said insurance policy or policies to be issued in accordance herewith or a certificate thereof, 'In the event of any damage to or destruction of said improvements or property, Trustor shall have the right, exercisable within sixty (60)days thereafter, to determine whether the sums recovered under sach insurance policy or policies shall be used for the purpose of re- building, repairing or replacing said improvements:or"property, or shall be 'paid to. Beneficiary in reduction of Trustor's obligations to Beneficiary, and in the event Trustor shall elect to cause said proceeds to be used for the rebuilding, repairing or "replacing of such improvements or personal property then the same shall be accom- plished as soon as reasonably possible after receipt by Trustor of sums payable under such insurance policy or policies on account of such destruction or damage. (3) To appear in and defend any action or proceeding pur- porting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, includ- ing cost of evidence of title and attorneys, 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 fore- close this Deed, provided that insofar as Trustor's rights and interests in and to said properties and premises shall have been derived from Beneficiary Trustor is not required to and does not make any representation or warranty or assume any obligations with respect to Trustor's title therein. 2. • (4) To pay: -at least ten days before delinquency all taxes and assessments affecting said property, including assessments on appurt- enant water stock; when due, all encumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or auperiot hereto; all costs, 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 re- leasing Trustor fram.any obligation hereof, may: make or do the same in such manner'and to such extent as either may deem necessary to pro- tect the security hereof, Beneficiary or Trusteebeing authorized to enter upon said property for such purposes; appear in .and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reason- able fees. (5) To pay immediately and without demand all sums so expended by Beneficiary o Trustee, with interest from date ofexpenditure at six per cent (6%) per annum. (6) That any award of damages to Trustor 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 thesame manner and with thesame effect as above provided for disposition of proceeds of fire or other insurance. (7) That. by accepting payment of any sum secured hereby after its due date(Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to.declare default for failure so to pay. (8) That at any time or from time to time; without liability therefor and without notice, upon written request of the Beneficiary, and upon presentation of this Deed of -Trust or a certified copy here of, and without affecting the liability of.Trustor for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to making of any map or plat thereof; join in grant- ing any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. If the Beneficiary is hereafter dissolved or liquidated, then the note secured hereby or prorate interests therein hay be distributed to Beneficiary's shareholders, or in such event Beneficiary may require that Trustor execute and deliver, in accordance withthe provisions of the note secured hereby, and in lieu of and in substitution for such note, the separate notes o. Trustor:payable to. Beneficiary in which such event such separate notes shall be secured ratably by the lien and provisions of this Deed of Trust in the same manner as the orig- inal note secured hereby and references herein made to the "note" shall be deemed to mean and include all such separate notes issued and in lieu. of and in substitution for the original note secured hereby. in either of such events, the holders of not less than eighty per cent (80%) in principal amount of the note (which shall mean and include such separate notes, if any), then outstanding and secured by this Deed of Trust shall have the power, by an instrument or instruments in writing signed by such holders in person or by their duly authorized agents or attorneys, and delivered to the Trustee, to authorize a modification or alteration of the note, this Deed of Trust, and/or any instrument supplemental hereto, and/or of the rights and obligations of the Trustor or the holders of the note secured hereby in any particular approved by the Trustor, including with- out limitation, the waiver of any default and any rights arising by reason of 3. • • any default under any of the provisions of this Deed of Trust. Any action so taken with the assent or authorityof the holders of not less than eighty per cent (80) in principal amount of the note then outstanding shall be binding upon'a11 of the holders of the note.,. as fully as though such action were specifically authorized by the tests of this Deed of Trust. It is agreed, however, that without the con- _ sent in writing of all of the holders of the note no such alterations: ormodifioations (a) shall extend the final maturity of the note or change or impair the obligations of the Trustor to pay the principal of or interest thereon At the respective.dates and at the places and in the respective amounts as provided in the note;-r(b) shall give to any note or notes secured hereby any preference over any other note or notes so secured; (c) shall {except as.herein specifically other- wise provided) authorize theO cation ot,any lten.prior to or on a parity with the lien of this Deed of Trust uponany of the property subject to such lien; (d) shall deprive any note holder of the seour- ity afforded by the lien of this Deed of Trust; (e) shall:aathorize the issuance under this Deed of Trust of any'notes-or other evidences of indebtedness in excess of- the. aggregate principal amount original- ly secured hereby, or(f) shall reduce the percentage regbired by the provisions of this paragraph for any action under this. paragraph.. The Trustee 18 authorized to join with the-Truistor in the execution of any amendment of, or supplement "to, this Deed.ofTrost, to make the further agreements and stipulations which may be therein contained, and to accept the conveyance, transfer and assignment of any additional property covered thereby. (9) That whenever (a) Trustee shall have received written notice from Beneficiary stating that all sums secured herebyy have been paid, together with the surrender to Trustee of thisDeed-of Trust (or a certified copy thereof) and the note secured hereby, or (b).Trustor shall pay or cease to be paidthe principal and interest..due.:or to become due on the note or notes secured hereby (references herein made to the "note" being deemed to mean and include any"and all separate notes issued in lieu of and in substitution for the original:note secured hereby) and shall. furnish to the Trustee evidence satisfactory to it of suoh.payment, or.(c) Trustor shill provide fer the fullpay- ment of such principal and_interest due or to become!due by deposit iesg with the Trustee the entire amount due or.to':beceme due thereon . including principal and interest, and in addition to (a), (b) or:(o4. above, Trustor shall pay the Trustee in full for *11 lervioes render- ed brit hereunder and shall well and truly keep: and perform all" of the things !regainedhereinto be kept and performed by Truster, thus and in that'event these presents`and the trust and mortgage of chatter hereby.created shall cease and terminate and the properties. hereby eortgaged, transferred` and conveyed shall revert and/or pass to the Truator,' and the estate, right) title and interest°ot the Trustee and the Seneticiary therein 'shall thereupon cease, ter:ainate and become void, except as to the moneys, if any,. deposited for pay- ment of principal and interest due or to become due on:the note, which sums shall be held by the Trustee and shall be applied to the payment of the note upon the presentation and surrender thereof. In Ouch event, Trustee shall execute and deliver to Truster.all proper instruments whichmay be necessary to evidence the reconvey- ante, without warranty, of the:property they held.by Trustee.here- under, and the satisfaction, release and discharge of this mortgage of chattels.. The grantee in any such reconveyance may be described as the "person or persons legally entitled thereto", and the recitals in stick reconveyanoe of any matters or factsShall be conclusive proof of the truthfulness thereof. The deposit of moneys with the Trustee in a sufficient amount for the purpose of paying all of the principal and interest then due or to became due on the note secured hereby, asaforesaid, shall discharge the liability of the Trustor, except as hereinafter pro- vided in this paragraph (9), with respect to the said note, and there- after the holder or holders of said note shall tot be entitled to any of the benefits of this Deed of Trust; In the event:that any note secured hereby shall not be presented for payment when. the last in- stallment thereof becomes due, either at naturit'y or by virtue of the exercise by Trustor of its right of prepayment provided"for in said note, and if the Trustor shall have previously paid or dep©sit- ed with the Trustee, as aforesaid, funds sufficient to pay the principal and interest due or to become due on said note, then not- • withstanding the fact that said note shall not be presented for pay- ment, ail obligations and liability of the Trustor to the holder thereof with respect to. the payment of principal or interest there- on, or otherwise, shall forthwith oease, terminate and be completely discharged, and the Trustee shall hold the funds so deposited in trust for the benefit of the holder of such note"who shall there- after, so long as the funds deposited for the "payment. thereof shall remain on deposit with the Trustee, be restricted to said 'funds .for any claim of whatever nature on the part of. such holder under this Deed of Trust or on said note. If the holder of any such note shall • not, within one (i) year after the deposit of said moneys with the Trustee, claim the amount so deposited, then the7fltstee shall upon demand turn over to the Trustor the amount so"deposited, if the Trustor is not in default hereunder to the knowledge of the Trustee. The Trustee shall be free from anyand all liability or respons- ibility for moneys so paid oven by the Trustee, and the Trustor shall be liabie.to the holder of such note only to the extent of such funds returned to it. (10) That as additional security, Trustor hereby gives to and oonfers upon Beneficiary the right, power and authority, during the e®Ttinuance 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 performance of any agreement hereunder, to collect and retain such rents, issues and profits as they beoome due and payable. If any such default is not cured by Triastor within the period of time specified in Paragraph (11) bereof, then Beneficiary may at any thereafter, 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 tSnby secured, enter upon and take possession of said property or "any part thereof, tfl his own name sue for or otherwise collect such rents, isaaes and profits, including those past due and unpaid, and apply the same, leas.00sts and eapenseb.of operation and cohection, including reasonable attorneys' fees, upon any indebtedness secured hereby, • and in such order as Beneficiary may determine. The entering upon and taking possession.of said property, the collection of such • rents, issues and profits and the application thereof as afore- said, shall not eure or waive any default or notice of default here- under or invalidate any act done pursuant to such notice. (11) Upon the occurrence of any of the foregoing events (hereinafter oalled "Events of Default"), that is to say in the event than • (a) Trustor shall default in the .payment of any in- stallment of interest upon or principal of the promissory note or notes secured hereby, as the same shall become due ' and payable, and shall fail to cure such default within five„(9) days, exclusive of Saturdays, Sundays and holidays; after Trustor shall have been notified in writing of such default; or • (b) Trustor shall default in the performance or ob- servance of any material agreement, covenant or undertaking on its part hereof, other than a default in the payment of principal or•interest;as provided in subparagraph (a) hereof, and such default shall continue to exist fora period of thirty (30) days after written notice to Trustor from Beneficiary or Trustee specifying such default; or (c) Trustor shall become in default under any of the provisions of the Master Lease and shall fail to cure such default within the period of time, if any, provided in the Master Lease for the curing of such defaults. (d) Trustor shall file, or have filed against it, any petition in bankruptcy -or under any:other law for"the relief of debtors and the same is .not dismissed within sixty (6o) days after the filing thereof; or ' (e) Any trustee or receiver shall be appointed to take over the business of Trustor or any substantial portion of its property, and the order appointing sueh trustee or receiver shall not be vacated within sixty (60) days after the issuance thereof; or' (f) Trustor shall make any general assignment for the benefit, of its 'creditors; or (g) In the event of the occurrence of ah.Event of:`Default under the terns or provisions Of, and as defined in, any: of the following Deeds of Trusts (i) That certain Deed of Trust and Mortgage of Chattels dated March 31, 1960 executed by'The"Newport Bay Company, Beneficiary. hereunder, as truster, in; favor of The Lamar Life Insurance Company as beneficiary, and. recorded in Official Records of Orange County; California, securing payment of that certain promissory'note in the principal amount of $158,417>00 executed by The Newport Bay Company, Beneficiary hereunder, payable to The Lamar Life Insurance Company, which note and Deed of -Trust have been or will be assumed by Wrather Investment,'•Ineo, Truster hereunder. (ii) That certain Deed of Trust and Mortgage of Chattels dated March 31,.1960 execute'd"by The Newport Bay Company, Beneficiary hereunder, as truster, in favor of Atlantic Life Insurance Company as beneficiary, and recorded in Official Records of Orange County, California, securing payment of that certain promissory note in the principal amount of $414,691002; executed by The Newport Bay Company, Beneficiary hereunder, payable to the order of Atlantic Life Insurance Company, which note and Deed of Trust have been or will be assumed by Wrather Investment, Inc.; Trustor hereunder. (iii) That certain Amended Deed of Trust and Mort- gage of Chattels dated March 31, 1960 executed by The Newport Bay Company, Beneficiary hereunder, as truster, in favor of Atlantic Life Insurance Company as beneficiary, and recorded in Official Records of Orange County, Cali- fornia, securing payment of that certain promissory note in the principal amount of $120,000,00, executed by The • • Newport Bay Company, -Beneficiary hereunder,"payable to the order of Atlantic Life Insurance "Company, constituting an amendment and extension of prior note, Deed -of Trust and Mortgage of Chattels all dated February 11, 1954 evidencing and securing indebtedness of The Newport Bay Company, Beneficiary hereunder, to Atlantic Life Insurance Company in the original principal amount of $300,000,00 which amended note and Deed of Trust dated March 31, 1960 have been or will be assumed by Wrather Investment, Inc., Trustor hereunder. (iv) That certain Deed of Trust dated March 31, 1960 executed -by The Newport Bay Company, Beneficiary here- under, as trustor, in favor of The Lamar Life,Insurance Company and Atlantic Life Insurance Cbmpany;as beneficiaries, and recorded in the Official Records of Orange=County," California, securing payment of two (2) separate promissory totes in the principal amount of $113,I66e39"each-executed by The Newport Bay Cozdpany, Benefieiary'heteunder, payable to' the order of The Lamar Life Insurance Company and Atlantic Life Insurance Company, respectively, which notes and Deed of Trust have been or will be assumed by Wrather Investment, Inco, Trustor hereunder. (v) That certain Deed of .Trust .to be: -executed by Wrather Investment, Inc, Trustor"hereunder,'in"favor of The_Lamer Life Insurance Company and/or Atlantic Life Insurance Cotipany or their nominees as beneficiaries, as security for construction financing for new- improvements on the premises of the Balboa Bay Club, Newport Beach,': California, then and in any such event, Beneficiary away, at its option, declare all suns secured hereby immediately due and payable_by delivery to Trustee. of written declaration of default and demand for sale and°written notice of -default and election to cause to be sold said property, which notice Trustee shall cause to be filed for records Beneficiarsball also deposit with Trustee this Deed of Trust or y`a certified copy tdkereof,:the notes secured hereby and all doc ents 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 sale 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 auctionito the highest" bidder for cash in'lawful money of the"United States, payable at tiffie °ro• ach, Trustee may postpone tale -Of -ail or any portion of said by public announcement at such time andplace of'sale,' and. from time-totime thereafter may postpone: such" sale by public announce- -sient at the time fixed by'the preceding postponements In additionto the: recordation and giving of notices as required`by law, as herein - above provided, Trustee shall, tot less than one week prior.. to any e ach sale, mail to Trustor at.Trustor,s address hereinabove set forth, a copy of any such notice of default, notice of sale and notice of postponement of sale. Trustee shall deliver to the purchaser at'any such sale a deed executed by Trustee conveying the property to sold, hut -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, or2eneficiary as hereinafter defined, may purchase at'such sale., After deducting all costs, fees and expenses. of. Trustee and of this. Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment on• all sums ex- pended under the terms hereof, not then repaid, with accrued interest at six per cent (6%) per annum; all other sums then secured thereby; and the remainder, if any, to the person or persons legally entitled theretoo 7, (12) That Trustor, or if said property shall have been trans- ferred, the then record owner, together with Beneficiary, may from time to time, by instrument in writing, substitute a successor or' successors to any Trustee named herein or acting hereunder, which instrument, executed and acknowledged by each and recorded in the Office of the recorder of the county or counties where said property is situated, s ali-be--cenclusive-proof of proper substitution of such successor Trustee or Trustees, who shall without conveyance from the Trustee.predecesscr, succeed to all of its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and pagewhere this Deed is recorded and the name and address of the new Trustee. If notice of default shall have been recorded, this power of substitution cannot be exercised until after the costs, fees and expenses of the then acting Trustee shall have been paid to such Trustee, who shall endorse receipt thereof upon such instrument of substitution. The procedure herein provided for substitution of Trustee shall be exclusive of all other provisions for sub- stitution, statutory or otherwise. (13) That thiR Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees,. devisees, adminis- trators, executors, successors and assigns. The .term "Beneficiary" shall mean the owner and holder from time to time, including pledgees, of the note secured hereby, whether or not named as Benefic- iary herein. If said note or pro-rata interests therein sk$all:be distributed to Beneficiary's shareholders, or if separate notes are issued by Trustor in lieu of or in substitution for the original notes secured hereby; by reason of the dissolution ofthe original Beneficiary hereunder, or otherwise, then the term "Beneficiary" shall be deemed to mean and refer to all of the holders thereof.. collectively, and in such event the rights of the Beneficiary here- under may be exercised only by the holder or holders of not less than eighty percent (80%) of the total unpaid principal amount of said note. or notes except..that for certain purposes as provided in Paragraph (8) hereof the concurrence of the holders of one hundred per cent(lop%) of the amount.Lof said note or notes shall be required. The term Trustor" as used herein shall be deemedto mean and include any person, firm or corporation which shall expressly assume this Deed of Trust and the note or noteis__secured hereby.. Wherever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (14) Notwithstanding any other provisions hereof it is agreed :that Trustor may frc*n time to time replace any Of the furniture, furnishings, fixtures, supplies or other personal property herein - above referred to.with property of comparable value, in which event this Deed of Trust and Mortgage of. Chattels shall apply to and con- stitute:a lien upon such new or substituted personal property. (15) That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a publicrecord as provided bylaw. Trustee is not obligated.tolnotify 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. WRATHER INVESTMENT, INC. By /s/ E. D. TISCH Vice -President and by MONTE E. LIVINGSTON (SEAL) Secretary 8. STATE OF CALIFORNIA SS. COUNTY OF LOS ANGELES On March 31, 1960 before me, the undersigned, a Notary Public in and for said County and State, personally appeared EDWARD D. TISCH, known to me toastpdx be the Vice -President, and MONTE E. LIVINGSTON, known to me to be the Secretary of WRATHER INVEENT, known to me to be the persons who executed the within instrument on behalf of the corporation therein named, and ackno*ledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its board of directors. WITNESS my hand and official seal. MARINN D. McDONALD Notary Public in and for said County and State My Commission Expires Jan. 8, 1963. (SEAL) *the Corporation that executed the within Instrument, 9 .Entire Leasehold Premises Under Master Lease. That certain real property lying in the City of Newport Beach, County of Orange, State of California, more particularly described as follows: Beginning at a point in the U.S. Bulkhead line extending from U. S. Bulkhead Station No. 129 to U.S. Bulkhead Station No. 130, as said Bulkhead line and Bulkhead Stations are laid out and shown on a map of Newport Bay California, showing Harbor lines approved by the War Department January 18, 1917, which said point is distant South 61° 00' 00" East, measured along • said Bulkhead line, 700.00 feet from the intersection of said Bulkhead line with the Southwesterly prolongationof the center line of Irvine Avenue, as shown on a Map of First Addition to Newport Heights, recorded in Book 4, Page.94, Miscellaneous Maps, records of Orange County, California, said point of intersection being the most Southerly corner of Lot "H" of Tract No. 919, as shown on a Map thereof recorded in Book 29, Pages 31 to 34 in- clusive, -Miscellaneous Maps, Records of said County, and running thence from said point of beginning, North 290 00' 00" East, 155.00 feet, more or less, to the Southerly line of the eighty (80) foot right-of-way of the California State Highway, as shown on Sheet No. 2, Section B, Route 60, County of Orange, Division VII, of Plans approved by the California Highway Commission on November 19, 1923 and on file in the office of said California Highway Commision; Thence, Easterly along said Southerly line of the eighty (80) foot right-of-way of the California State Highway, to an intersection with the Northeasterly prolongation of the Northwesterly line of Tract No. 1140, as shown on a Map thereof recorded in Book 36, Page 28, Miscellaneous Maps, Records of said Orange County, which point of intersection bears South 10 36' 30" West, 40.feet from Engineers Station 23 plus 12.35 of the center line of said highway, said point of intersection being Station No. 131 as described in Decree in Case No. 20436 of the Superior Court of the State of California in and for the County of Orange; Thence, South 290 00' 00" West, along the last mentioned Northeasterly prolongation, the said Northwesterly line and the Southwesterly prolonga- tion thereof, 632.07 feet to a point in the said U.S. Bulkhead line between Station No. 129 and Station No. 130 said point being Station No. 130 as described in said Decree in Case No. 20436; Thence, continuing South 290 00' 00" West, 350.00 feet to a line parallel with and distant 350.00 feet Southwesterly, measured at right an- gles from the above mentioned. U.S. Bulkhead line between Station No. 129 and Station No. 130; Thence, North 61° 00' 00" West, along said parallel. line, 1574.84 feet, more or less, to a point which bears South 29° 00' 00" West, 350.00 feet from the point of beginning of the description for this parcel; Thence, North 290 00' 00" East, 350.00 feet to the said point of beginning. EXCEPTING THEREFROM, that certain parcel; of land lying in the City of Newport Beach, County of Orange, State of California, described as follows: Beginning at a ppint in the Southerly line of the 100 foot right -of-: way of the California State Highway ORA-60B in Orange County, California, said point of beginning being at right angles to Engineers Station 7 plus 95.46 in the center line of said highway; thence South 150 38' 30" West 44 feet; thence North 74° 21' 30" West 34 feet; thence North 15° 38' 30" East to an intersection with the said Southerly line of the State Highway; thence Southeasterly along said southerly line to the point of beginning. SUBJECT to easements and rights -of -way of record. EX/Weir • EXHIBIT 2 Exhibit 2 to Deed of Trust and Mortgage of Chattels, dated March 31, 1960 (Deed of Trust) between wrather Investment, Inc., as trustor, Title Insurance and Trust:Company, as trustee, and The Newport Bay Company, as beneficiary, securing one hundred eight (108) promissory notes of trustor, of even date with the Deed of Trust, all payable to beneficiary, and being in aggregage principal amount of $1,618,750.00. The personal property mortgaged under the Deed of Trust includes all personal property set forth or described in the attached inventory. EXHIBIT 2 • EXHIBIT 3 THIS DEED OF TRUST AND MORTGAGE. OF. CHATTELS SHALL BE SUBJECT TO AND SUBORDINATE TO: 1. The paramountTrights of the United states.of America as to commerce, navigation and fishery as to that portion of the premises and property covered by this Deed of Trust which lies bayward of the United States Bulkhead line in Newport Bay. 2. The trusts for the uses and purposes and upon the express conditions as provided in "an act granting certain tidelands and submerged lands of the State of California to the City of Newport Beach upon certain trusts and conditions"; approved April5; 1927, as amended by "an:act:relating to.the_granting,_of franchises upon• and leases of, certain tidelands heretotore.granted to the City of Newport Beach by the -State of California , approved May 29, 1929,: and the rights reserved therein to the .people. of the State of Califor- nia. 3: Any easements", rights of way and similar rights, of record, for the purpose of furnishing utilities, drainage and access to or fromthe premises:" h. Any chattel mortgages, conditional sale contracts or other liens affecting or placed en any of the personal property covered by the lien of this mortgage (including any such personal property now in or hereafter acquired) in connection with the financing of the purchase or acquisition thereof. 5. Certain Deeds of Trust executed by The Newport Bay Company, Beneficiary hereunder, as trustor, and assumed by Trustor, and more fully described as follows: (a) Deed of Trust dated March 31, 1960, in favor of The Lamar Life Insurance Company, a Missinippi.corporation, as Beneficiary, and more fully described in paragraph (11) (g) (i) of this Deed of Trust and Mortgage of Chattels. (b) Deed. of Trust dated March 31, 1960, in favor of the Atlantic Life Insurance Company, a Virginia corporation, and more fully described in paragraph (11) (g) (ii) of this Deed of Trust and MOrtgage of Chattels. (c) Amended Deed of Trust dated March 31, 1960, in favor of the Atlantic Life. Insurance Company, a Virginia corporation, and more fully described in paragraph (11) (g) (iii) of this Deed of Trust and Mortgage of Chattels. (d) Deed of Trust dated March 31, 1960, in favor of The Lamar Life Insurance Company and Atlantic Life Insurance Company as beneficiaries, and more fully described in paragraph (11) (g) (y) of this Deed of Trust and Mortgage of Chattels. 6. This Deed of Trust shall, provided no notice of default under the terms hereof then appears of record, be subject to a deed of trust or other security instrument to be hereafter executed by the Trustor, or its successors in interest, covering all or any'part of the parcel of land covered by this Deed of Trust securing. indebtedness not exceeding $375,000.00 or seventy-five per cent CT,* of, the cost of construction, whichever is lesser, made primarily for the purpose 1. • RXHTBIT 3 (Cont'd.) of constructing improvements thereon, such indebtedness to be evidenced by a promissory note or.notesbearing interest and pay- able at such times and upon such germs as are .requited by the Lender or Lenders thereof, and further. provided that the parcel of land covered by said deed of trust or other security instrument shall not include any existing buildings or, other improvements, and that the total area of said parcel shall not exceed the area of Parcel #3 d'escribed in the Deed of Trust; dated March 31, 1960, executed by The Newport Bay Compang,-Beneficiary hereunder, in favor of Atlantic Life Insurance Company, referred to in paragraph (11) (g) (ii) of this Deed of Trust. Upon recordation of said deed of trust securing said indebtedness it shall conclusively be deemed that the entire amount thereof has been or will be used for ©r applied upon the cost Of construction of improvements on said land. An instrument signed by Trustor and approved by the Lender or Lenders for the purpose of making the loan above contemplated, setting forth an estimate of the actual cost of construction of the improvements to be erected on the land described_ in. the Deed of Trust securing such loan and stating that the total area of said parcel does not exceed the area of Parcel #3 above referred to, or include any buildings or improvements thereon, shall, for.purposes of determining:the amount of said construction loan and the fact :that said area does not include any existing buildings or other improvements and that such area is less than the area of Parcel #3, be conclusive as to the statements contained therein in favor of any person or company relying thereon. After completion of the improvements on said land, a new deed of trust may be placed thereon, securing a loan to be evidenced by a promissory note or notes not exceeding in the aggregate the total principal sum secured by the deedof trust first above men- tioned and payable at such times and upon such terms as are required by the Lender or Lenders thereof, which deed of trust, when duly recorded and when the deed of trust contemplated above has been reconveyed, shall constitute a lien or charge upon said land prior and superior to the lien or charge of this Deed of Trust. 2. • DEED OF TRUST AND MORTGAGE;OP CHATTELS THIS -DEED OF TRUST AND MORTGAGE OF CHATTELS, made this 31st day of March, 1960 between- img nom swit a California co oration, herein called Truster, whose address is ISS4 West dna* Newport Bomb - alifornin, TITLE INSVRANOE AND TR4T"COMPARY, a California corporation, herein called Trueted, and - MANIC LOB 211MAINCS SKY a UMW* cerporation, herein called Beneficiary, VITNESSETH: That Trultor-irrevocahly grants"; transfers and assigns •tO Treeted in'trudt; with power of sale, that property in Orange County; Californin;-destribed as • 1* All -Of the leasehold intereat Of Trustor tinder and -' purstaht to theterms'of that dertain-leate-ekeetted by7City er NeWPOrt-Beach as Leaaor-And-Trdritor as Lesseetdateg Mareh'241 19480 as amended'on April 10, .1950 and September 29* 1952, (herein referredto asthe,-"MaSter-Leasa"),, in and to those certain premises located in the 'City of Newport Beach and Marefully described lath/bit 1 attached heretd'and-Xedea part- hereorby-reference, and all of the improvements there- , on, tegether eith"the-rente,.. issues And initiate thereof, subject, haveVer;-te the right, pOwer.and'aUtherity..-: hereinafter given tO and eonferred tpen Beneficiary to collect and apply.such rents, issues and profits. 2..Any End all perionaflproperty of whatever kind or ammeter looated on the foregoing premises or which i8Ideated elsewheretand used in connection Withthe Operation OftheAaid premises, whether now owned or hereafterAdquired-by-TrUstor; ineltding without limitation the personal property 'described' in Exhibit 2. attached halberd and nade a part hereof by reference and'any ether such'kurniture, furnishings, fixtures, equipment and stpplies. _ _ m Stbjedt toth� Deeds of -Trust, subleases And sublease agreements, If any, the other Matters or thingereferred-te in Exhibit3 attached hereto andMade apart hereof by referende. FOR THE PURPOSE OF,SECURINGf 1. Payment of the'indebtedness evidenced by one promissory mite of even dAte-herewith,' and any extension or renewal thereof, ingeraPaandi ‘,57, cot Orwanrear aitatired Paanna TheM193131 gentral ($ ) executed by TrUdtor in fAvor of Beneficiary or order. 2. Performance of each agreement of Truster herein eontained. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES; •- (1) To-kee0 -said property in good condition and repair;. not to reMoVe'Or demelish-afty building thereon; to complete or restore Premptly And -in good and workmanlike manner any building which isky'beebnstruotedidamged or destroyed thereon (subject to the PrOVisiont Of-the-follOwing-Paragraph (2) hereof), and to pay when due all claims for labor performed and materials furnished •Kurocp 001.46" •CooP116 -it 6 (MO Poc,t 6o0a) -1- vei-K S777/ 451? • therefor; to repair or replete, as the ease nay be, any and all perseaal property steered or to be covered by the lien of this sort-. gage whisk shall be damaged, destroyed or become.obsolete or. warn *et, so as to substantially maintain the 'sensate value of the wild.. remises and the personal -property thereon or therein sitaated premises to the provisions of the -following Paragraph(2) hereof); . to osaply in all respects with the undertakings aad obliaatt.ns et • Ywssee'ander the Master Lease and net to eomelt er permit tenser er existany aotor thind_wkioh einatitutes a default, or which with the lapse se time or the giving of any eetiee,'_or both, wilt Destitute a default ander the Master Lease; to comply with all laws afteoting.said property or requiring any alterations or improve- ants to be lade thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in viola-. tier of law; to cultivate, irrigate, fertilise, fumigate, prane.aad de all other sets which from the ekaraeter or nee of said'prnpsstp may be reasonably necessary, the sme specific ener°atieas knit' net-' ea eluding the general. (2) To procure, maintain and keep in force ee.iong as the indebtedness secured by this Deed of Trust shall remain outstand- ing and unpaid, insurance severing the improvements and personal property situated.en.the above described property against the hairdo attire aaad these hazards customarily insured against under extended. coverage endorsements in California, in an amount not less than eighty percent (80%) of the insurable value thereof; with loss payable to Truster and Beneficiary as their respective interests may appear, sack insurance policy or policies to be issued by a sound and sol- vent insurance company or companies licensed to issue same inithe Skate of California and acceptable to Beneficiary. Truster agrees to deliver to Beneficiary, or upon the request of Beneficiary to . deliver to the Trustee, the said insurance policy_or policies to be Lamed in accordance herewith or a certificate thereof. In the event of any damage to or destruction of said improvements er property, Truster shall have the right, exercisable within sixty (60) days: thereafter, to determine whether the sums recovered under suck insurance poliay.or policies shall be aced for the purposes et.re- building, repairing or replacing said improvements or property, or shall be paid to Beneficiary in reduction of Trustor'a.obligations to Beneficiary, and in the event Truster shall eleet.to Cease laird'.:_ proceeds to be used for the rebuilding; repairing or replating'ef such improvements or personal propert.y.then the same shall be aocsa-. ptiaeled as soon as reasonably poecsible after receipt by Truster_ of - sums payable under such insurance polity or policies on account of such destruction or damage. (3) To,appear in and defend any action or proceeding par - porting to affect the security hereof or. the rights or powers ot.. Beneficiary or Trustee; and to pay all costs and expenses, tattled- •. -ins cost of evidence of title and attorneys° foes in a .reasonable coin, in any snap action or proceeding in which Beneficiary or - Trustee may appear,. and in any suit brought by Beneficiary to: forecloses this Beed, provided that insofar am Trustor_'s rights and interests in and to said properties and premises shall have been derived frsm Beneficiary Truster is not required to and does net. make any representation or warranty or assume any,obligations witk respect to Traitor`s title therein, - (4) Ts pay: at least ten days before delinquency -All teen- s -and asaessmente attesting.:said property, including assessmeata on appurtenant water stock; when due, ell encuabtarc��, ohsrgee - and liens, with interest, en said property or any part thereof, flick appear to be prier or superior hereto; all costa', fees and expenses of this Trust; + . Shoaid Truster fail to make any peiyaont or to do any act as • herein provided, then Beneficiary or Trustee, but without oblige- 'RIDER Trustor agrees that as long as this Deed of Trust and Mortgage of Chattels shall remain in effect Trustor will furnish to Beneficiary a certified copy of Trustor's annual financial state- ment, including profit and loss statement and balance sheet, for each fiscal year of Trustor, not later than ninety (90) days after the expiration of each such fiscal year. tie* Po *n lo Ord without notice to or demand apnn Treater, end without releasing. Truster from any obligation hereof, mays Ballet. or do the•saae in such manner and to suck extent as either may - teem necessary to protect the securityhereof,-Eeneficiary or Trustee being aathorised to enter upon maid property for susk,ptr- passes; appear in and defend any action or proceeding purporting to affeet the security hereof or the rights or powers of,lenefi (glary or trustee; pay, purchase, contestor 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 fess.. (5) to pay lsssediately and witheat demand all suns se.ex- pended by Beneficiary or Treated, with interest from date of sspeaditure at six percent (6%) per annum. (6) That any award of damages to 2rustor in connection with nay endosonation for public nse of or injury to said property or may part thereof is hereby assigned anal shall be paid to Denefie ary who nay apply or release such money$ received by hiss in the same meaner and with the sae effect -as above progided for -disposition: of premeds. of fire or other insurance.' (7) That by accepting payment of any sum secured hereby after ita due date, Beneficiary doss not waive his fright either to .require prompt. payment when due of all other sumo so securedor to declare default for failure se to pay. (8) That at any time or from time to time, without liability; therefor and witheut notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting tke personal liability of any person for parent. of tke indebtedness secured hereby, Trustee gays reconvey any part of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or Join in any extension agreement orany agreement saberdinating the lien er charge hereof. (0) that upon written request of Beneficiary stating that all sans secured hereby have been paid, and upon surrender of this Deed and said mote to Trustee for cancellation and retention. and a<pon payment of its fees, Trustee shall reconvey, Without warranty, the property then held hereunder. The recitals in sack reconveyance of any natters or facts shall be conclusive proof of. the truthfulness thereof. The grantee in such reconveyance rtay be described as °the person or persons legally entitled thereto.' Five years after issuance of such full reconveyance, Trustee may destroy acid note and this Deed (unless directed in such request to 'retain them). (10) that as additional security, Truster hereby gives to and confers ePen Beneficiary the right, pewer and authority,- ieriag.. the sentinaaace of these .Trusts, to collect the rents, images and. profits of said property, reserving unto Truster the right.,, prior.. to any default by Truster in payment of any indebtedness secure. • hereby or in performance of any agreement hed'. hereunder, to collect ea& retain anon rents, lasses and profits at they become doe and payable. If any such default is net cased by Truster within the ported of time specified in Paragraph 11 hereof, then Beneficiary' may at any time thereafter, either in person, by agent, or by a. reooiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secared,.entn:.. upon and ta)ce possession of said property or any part thereof, le • his own name.aue for or otherwise collect such rents, .issues- :and ,% profits, including those past due and unpaid,and apply. the.aame,..:. less.:.costs and. expensesof operation and collection,.i"naluding reasonable attorneys'.. fees, upon any indebtedness secured" hereby,:. and:.in.such order as Beneficiary may determine: The ,entering upon and taking possesaiori of said property, the collection of such .renta,_.issuea 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. (11) Upon theoccurrenceof any ©f the foregoing. events (hereinafter called "Events of Default"), that. is to. say in the event that: (a) "Truster shall default in the payment of any in- stallment of interest upon or principal of the promissory note.segured hereby, as the..same shall became due and pa - able,. and shall fail to cure' such:' default within five (5) days, exclusive of Saturdays, Sundays and":holidays,.atter Truster shall have been notified In writing of such default; or (b) Truator shall default in the:performance or ob servance of any material greeaaent, covenant orundertak=: ins on its part hereof, other than a default in the. payment of principal'or interest as provided in Subparagraph () hereof, and such default shall continue to exist for :. a period of thirty (30) days after written notice :to_. Truatcr frcm Beneficiary_or Trustee specifying such de fault; or _ (e) Truster shall become in default under any of the provisions: of the Master Lease:and shall fail to cure.sueh default Within the periodiot:time,.if:any, provided in.:the Master_:Lease.tor.the.euring,of. such defaults: (d) :Truster Shall file, or have .filed against it, any petition in:bankruptcy or under .any other law for the. relief ofdebtors.' and the same is not dismissed. within sixty (60)..days.after the filing thereof; ory (e). Any trustee or receiver shall be appointed to., take. over the business of Trustor or any substantial por- tion.of:its property, and the.order appointing such trustee or receiver shall not be vacated within Sixty (6o) days afterthe.issuanee thereof; or " (f),. Truster. shall make • any general assignment for the benefit of: its creditors; or (g) .In the event of the occurrence of an Event of Default under the terms or provisions Of,•and.as defined in; any of the following Deeds Of -Trust: : • : (i). That Certain Deed sf.Trust dated,Ayht f J( /ffo,. 1100 executed by The Newport Bay Company, -Tk u Std1e.. .. . hereunder, as truator, in favor of : The Lamar Life Insurance Company as beneficiary, .. and recorded in Official Records of Orange County, California, securing payment of that..certain. . promissory note 1n the principal amount of $1 8,*17,00 executed. by The .Newport. Bay Company, Tip vSro&. here- under,. payable to.The Lamar Life Insurance Cr®pany, which note and Deed of _Trust ' have been or will be:. assumedby nether Investment, Inc., C C4/ -*'wut . cry That pertain Deed of Taunt dated March k 1960.; e ted by_The Newport"Bay Company;` or hereunder, a stor, in'favor of Atl c Life Insurance Company, beneficiary' recorded in Offlolal Records of 0 CO- ; .California, securing"" payment-of""that n"promissory note in ..therin p $414, 6 e' executed "by The' ` Newp . o'dal"aMbn rt Bay `'Co y, Trustor here'. ayable to. the --order of ntic Life Insurance Company, oh dote --and: of Trust- have "been or'teIll be "assume . -(iii) 'That certain Amended Deed'ef.TtUst"dated' ' March:31; 1960; executed'by The Newport'Bay Company, Trustor, hereunder, as treetop, -in favor-of/Atlantic Life' Ii srar ance Company, as beneficiary, and 'recorded"in"" Official - 'Records""of "orange County; " California; "securing payment of ..that' certain .promisspry"note in'the principal"amount: of $120,000 00,`"executed by The Newport Bay Company, .as benef3.eiary hereunder, payable to the "order of Atlentie .:Life Insurance Company, constituting -an .amendment - _and" extension of prior Mote, Deed;of Trust and moregage of "chattels, all dated":Pebruary 11,.1954i evidencing and . securing indebtedness of The Newport Bay' "Company; lene- ficiary hereunder, to Atlantic Life. Insurance Company in the original principal amount:or $300,000.00, which amended note -and "Deed of Trust dated larch 31; 1960 have 'been or will"be"asstmed by Wrather Investment, Inc: iv That certain "Deed of Trust" dated March 31, 1960, ,executed "executed by The Newport Bay Company; Trustor hereunder, as trustor; in favor. of The Lamar Life` Insurance ",Company and'Atlantic Life Insurance Company as beneficiaries, and' recorded in the'Offi'cial Records of Orange lCounty,'Califor- hie; "securing payment of two (2) separate promissory.notes ,in'the principal amount of: $113,166.39'each executed -by "The Newport Bay Company, Trustor hereunder, payable to the order:of"The :Lamar Life Insurance Company and-Atlantic, Life' Insurance Company, respectively,which notes and Deed of Trust have been or will;be assumed by Wrather Investment,. Inca (v) That;'eertain.Deed of Trust dated March 31, 1960, . executed by Wrather Investment, Inc., a California corpora- tion,.in favor of The Newport Bay Company,. Trustor hereunder,. and recorded in official Records of Orange County, California, securing payment of that certain promissory note in the principal amount of.$1,618,750.00, executed by Wrather.Invest- ment, Inc., payable to the order of The Newport Bay Company, Trustor hereunder. (vi) That certain Deed of Trust to be executed by Wrather Investment, Inc., in favor of The Lamar Life Insur- ance Company and/or Atlantic Life Insurance Company or their nominees as beneficiaries, as security for construction /inane- ing for new improvements on the premises of The Balboa Bay Club, Newport Beach, California. then and in any such event, Beneficiary may, at its option, declare all sty Secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and written notice of default and election to eause to be sold said property, which notice Trustee shall cause to be"filed for record. Beneficiary shall also deposit with Trustee this Deed of Trust, the notes secured hereby and all documents evidencing 'expenditures secured hereby. Oo' Afterthe lapel *tenth tileote age themobi 'required by lam tanning the recordation of said notice ef default, arse natio*. of sale having been given as then required by law, Trustee, ultbiliat demand ea Waster, shall !ell said property atthe time and PlaiseoHoo fixed by it in said notice of sale, either as a wholes or in, - separate parcels, and in such order as it may determine; at, • ' • public auction to the highest bidderfor cask in ignite' meneyet:'' the United States, piyatleott time of sale. Trestee.may pestpose.: sale et afl or any portion of said property by public anmoarasemeelo.o. at such time And place of sale, and from tine to time thereafter. • Ray postpone such sale by public announcement at the timrefixed by the reading poOtponeoent. In addition to therederdation'aid' giving of Melees as required by. law; as hereinabote providedo, •• • ‘ Trustee shall, not less tan one week prior toOsny,sach Truster at Trusterosaddreee hereinabeee'set forth, a copy Italy 'soh notice of default, notiee of sale'and. notice orpostpoiement of male. -Trustee shall deliver te the purchaser at any ouch:141e ' • ,deed executed irtruptma conveslnz the preptrty so sold, but without _1 mem arreenaptoer warrant', express or Implied The recitals in each• dded'of any matters or tact a flail be conoloeive proof of the' trathfalaees tbereol% Any-perse, icidit rpoter, Trustee,. er oo iinafter deflj, mtj- pvir4aitm,t at saub makes After deducting aliflonts„ fte-a-ad airAgo m41%aties,end.0? wow •:Troito 1me1udSrioost Jtvidnee of bita4 AA' oonneeien with sale, Trtteticeshall app4 the oilmeeds,of salft, te paament eta all sums • poOdeckander the teas hereof, not, thin repe4d, al.th aecrtiotiliteMOStH at six percent (6jh) pier anoom; all othE4r suwa.then secured-telireell and the remainderylf any, to the pevuor or persons legally entitled • thereto.' (12) That Treetor, or if sa&4 pilerty iba1L have been trams- ferred, the themerecord owner, to&efher with Beneflatary, may ' • . .froo time to time, by instrtment in writing, setrea bstitatacieSeeroOO,±o or omotessoro to any Trustee oaned herein or acting hereundei,. whie instruaent, executed and aclmowle.dged Niy each and reeOrdedjYO • in the efficeopf the recorder of the county ercounties•where: • Oo • • H said propertiis situated, shall be eenclutrive'proof.of proper' • . "'- o• AcUbstitatien of such -successor Truutee or Trusteepowho ahalloditheo: eut conveyance from the Trustee predecessor, succeed to 411: e000-o •, Of its title, estateiorights, powers and duties. : Said instrument • must containthe name..f the origOnal Truster, Trustee anto.• liestericiarthereander, the book and page where this Deed le,raoorckstoOo sat the-namednd address ef the new Trustee. If.notidetrf,defaultoo: zhall,have been radios -dad, this poweref substitution cannot Weser- Aimed until after thetrosts, fees and expenses of -the -then aetiag000-• Trustee shall have been paid to such Trustee, wheoshallotaderes inapt thereof spoon such inetrament ofsuOstitution. The precedent Ho. herein provided for subetitution of Trustee shall be -exclusive ef all other previsions forsubstitutiono statutory or Otherwise. • • Hoe, (A) That this Deed applies to, inures tethelrenefltorkf,ema blade Al parties heretootheir heirs, legatees, deflects 7110ainisoI trators, executors, aticoessors and amnions. The term nlenefielire": shall mean the, owner and holder, including pledgee*, of the mete ''• !moored hereby, whether or net named as Benefieiaryherein. If . • Beneficiary in hereafter.dissolved and Truster is required uaderthe • prinalciais of the:note secured hereby to sobstituteo for seek imet0-: • Adam separate motes of Truiter payable to the shareholders of:Aimee • ' notary, or if -two or tore notes are substituted for stork mete tor;;- - any ether vision, then this Deed of Trust shall,secure paymentoofosiOh leerarete ooteoo oof-the tioe'"Donericiate as used•herein shall b. dersiod to mean.the holdersorf said separate notes from time tO .2 provided, however, that in such event the rights of Beneficiary hereunder May be exercised only by the holder or :holders of sold separate notes amounting in the aggregate to not less than eighty, percent (80$) of the total unpaid principal amount of said notes then outstanding who shall act for the holders of all of said notes. The term "Trustor" as used herein shall be deemed to mean and in- clude any person, firm or corporation which shall expressly assume this Deed of Trust and the note secured hereby. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (14) Notwithstanding any other provisions hereof it is agreed that Trustor may from time to time replace any of the furniture, furnishings, fixtures, supplies or other personal property hereinabove referred to with property of comparable value, inwhioh event this Deed of Trust and Mortgage of Chattels shall apply to and constitute a lien upon such new or substituted personal property. (15) That Trustee accepts this Trust when this Deed, duly executed and.aoknowledged, 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 of proceeding in which Trustor, Beneficiary or Trustee shall be • party unless brought by Trustee, THE NEWPORT BAY COMPANY By /s/ WALTER MELLOTT V!ce-President and by /s,- DONALD L. HARWOOD Secretary i?AT= 0P CALIFORNIA as. COUNTY OF LOS ANGELES On March 31, 1960 before ae, the undersigned, a Notary Public in and for said County and State, personally appeared WALTER B. MELLOTT, Known to C me to be the Vice -President* known to se to be the persons who executed the within Instrument en behalf of the Corporation therein named, and acknowledged to me that such Corporation executed the within Instrument pur- suant to its by-laws or a resolution of its board of directors. WITNESS ay hand and official seal. is/ MARIAN D. McDONALD Notary Public in and for said County and State My Commission Expires January 6, 1963 `and DONALD D. HARWOOD, Known to me to be the :Secretary of THE NEWPORT BAY CO., the corporation that executed the within instrument, -7 - EXHIBIT 1 Par el constituting a portion of the leasehold premises un r to Master Lease described as follows: .That certain real property situated in the City of Newport Beach,,. County of Orange, State of California, described as follows: Beginning at a point in the United States Government Bulk- head line between Stations 120 and 130 as said Bulkhead line and Bulkhead Stations are laid out and shown on a map of Newport Bay, California, showing Harbor lines approved by the War Department, January 18, 1917, said point being the most westerly corner of Tract No. 2095, as shown on a map recorded in book 58,. page 19 of Miscellaneous Maps, Records of said Orange County; thence northwesterly along said Bulkhead line 216.00 feet; thence northeasterly along a line measured at right angles to said Bulkhead line and along a line parallel with the northwesterly line of Tract No. 2095, and .along a line parallel with the north- westerly line. of Tract No. 1140, as shown on a map recorded .in book 36, page 28 of Miscellaneous Maps of said Orange County, 516:36 feet to a point on the, southerly line of the California. State Highway, 100.00 feet in width, as per deed recorded April 20,: 1931 in book 487, page 3.of Official Records; thence north easterly along said southerly line of the California State Highway '241.78 feet to the most northerly corner of said Tract No. 1140; thence southwesterly 624.99 feet along said northwesterly line of,Tract No. 2095, to the point of beginning. Together with a non-exclusive right of way for ingress and egress to and from the land above described, including the right8 of way for vehicular and pedestrian travel, driveways, walkways and parking areas, and further including rights of way for the .installation, maintenance and removal of lines, pipes, pipelines, conduits and other facilities for the furnishing, transmission and consumption of utilities, including but not limited to public services for water, gas, electricity and the disposal of sewage and surface wistertil over that portion of the tidelands and sub- merged lands aitgated in the city of Newport Beach, county ©f. Orange, state of California, as described in lease between city. of Newport Beach, a municipal corporation, lessor, and The Newport., Bay Company, a corporation, lessee, recorded January 14, 1954, in book 2651, page 126 Of Official Records of Orange County, said description being amended by instrument recorded January 144, 1954, in book 2651, page 152 of Official Records of Orange County, except certain portions of said tidelands, and submerged lands more fully described in Exhibit A attached to that certain sublease agreement between The Newport:Bay Company and Atlantic Life Insurance Company, a Virginia corporation, dated December 28,-1956 (constituting the entire leasehold premises under the !, Master lease except for the portions thereof referred to'in said sublease agreement dated. December 28, 1956). EXHIBIT 2 Exhibit 2 to Deed of Trust and Mortgage of Chattels, dated March 31, 1960 (Deed of Trust) between The Newport Bay Company„ as trustor, Title Insurance Hi and Trust Company, as trustee, and Atlantic Life Insurance Company, as beneficiary, securing promis- sory note of trustor, of even date with the Deed of Trust, payable to beneficiary in principal amount of $414,691.02. The personal property mortgaged under the Deed of Trust includes all personal property set forth or described in the attached inventory and designated thereon by cross -marks in the left, margin thereof. BralpiT 2 EXHIBIT 3 THIS DEED OF TRUST AND MORTGAGE OF CHATTELS SHALL. BE SUBJECT TO AND SUBORDINATE TO: 1. The paramount rights of the United States of America as to commerce, navigation and fishery as to that portion of the premises and property covered by this Deed of Trust which lies bayward of the United States Bulkhead line in Newport Bay. 2. The trusts for the uses and purposes and upon the express conditions as provided in "an act granting certain tide- lands and submerged lands of the State of California to the City of Newport Beach upon certain trusts and conditions", approved April 5, 1957, as amended by "an act relating to the granting of franchises upon and leases of, certain tidelands heretofore granted to the City of Newport Beach by the State of California", approved `:Ma* 29, 1929, and the rights -reserved therein to the people of the State of California. 3. Any easements, rights of way and similar rights, of record, for thepurpose of furnishing utilities, drainage and access totor from the premises. $. Any chattel mortgages, conditional sale contracts Or other liens affecting or placed on any of the pars otl propertY covered by the lien of this mortgage (including any such personal property now in existence or hereafter acquired) in connection with the financing of the purchase or acquisition thereof. PROMISSORY, NOTE $414,691.02 March 31, 1960 'FOR VALDE RECEIVED ,,1 ments as l:hereinafter:set forth, the undersigned THEBAY COMPANY; a California corporation (hereinafter called "Maker,,"),promises to pay to the order of ATLANTIC LIFE INSURANCE COMPANY, a Virginia corporation (hereinafter called "Payee")'at the principal office of Payee in Richmond, Virginia; or: such other place as the holderhereof shall designate to Maker in Writing, the principal sum of -Four Hundred.:Fourteen Thousand Six Hundred'Ninety-One end.02/100 Dollars..($414,691.02) together with interest from the date hereof at the rate of.five and one-half percent (5 ) per annum on the unpaid balanee from time to -tithe; said principal and interest "being due and payable in lawful money of the United Stateft over a period of fifteen (15) years -in sixty ... (60) equal quarterly installments of TenThousand One Hundred Ninety -,Three and 11/100 Dollars ($10,193a11) each, the first. such installment being due andpayable on dune 30, 1960, and one -such installment being due and payable on the expiration -- of each three (3) months' period thereafter until said princi- pal and interest shall have `teen .paid in full, each such in stallment to be applied first to interest accrued to the date thereof and then in reduction of principal. Makerorany other party assuming this note shall have the right at any time, and from time to time, to prepay this note or any installment thereof Without premium or penalty, provided however that any such prepayment shall be applied first against interest accrued to the date of such prepayment and then in payment .of installments of principal in reverse order of their' maturity, and provided further that simultaneously with any suet prepayment a prorate prepayment shall also be made with respect" to each and all of the -following promissory -notes tainted by Maker or by Wrather Investment; Inc., a California corporation, which notesissued by Maker have been or will be assumed by Wrather Investment, Inc'.: Promissory note of Maker in the principal amount of $158,417.00 dated March 31, 1960, bearing interest. at the rate of 5i% per annum payable to the order of The Lamar Life Insurance Company, Promissory note of Maker in the principal. amount of $120,000.00, dated March 31,,1960, bearing interest at the rate of 5% per annum., payable to the order of Atlantic Life'Insurance Company, amending and extend- ing a prior note dated February 11, 1954, in original principal amount of $300,000.00 since reduced to $120,000.00, also payable to the order of Atlantic • life.Insurance Company, Promissory note of Maker in the principal amount of $113,166.39, dated March 31,. 1960, bearing interest at the rate of 56 per annum, payable to the order of The Lamar Life Insurance Company, Promissory note of Maker in the principal amount of $113,166.39, dated March 31, 1960, bearing interest at the rate of 5+11% per annum, payable to the order of Atlantic, Life Insurance Company, 1. • Promissory. note or Wrather Investment, Inc. in the principal amount Of $1,618,750.00, dated March 31, 1960, bearing interest at the:rate of 5.per annum, payable to the order of Maker hereunder; or one (.1) or more promissory notes (but not in excess of one: hundred eight (108) promissory notes) in the aggre.-.. gate principal amount of $1,618,750.00 issued by Wrather Investment,. Inc. to Maker or its shareholders in substitution for said promissory note in the event Maker is dissolved and its assets, including said . Promissory note, are distributed to its shareholders. The payment of this note, :both as to.principal and interest is secured by the lien and provisions of a certain Deed of Trust and Mortgage of Chattels, of even date herewith (hereinafter called the "Deed of Trust") between Maker, as.Trustor, Title Insurance & Trust Company, as Trustee (hereinafter called the."Trustee") and Payee, astBeneficiary, to which Deed of Trust reference ism:hereby made for a description of the property mortgaged, the nature and extent Of the security, the rights of the holder or holders of this note, of the Trustee and of the Maker with respect to such security. Upon the occurrence of any of the.followng-events, .that is, in the event that:. (a) Maker shall default in any payment of any - installment of principal or interest upon this note as and when the same shall become.due and payable and such default shall not be cured within five.(5) days, exclusive of Saturdays, Sundaya;and holidays, after: - Maker shall have been notified'in writing of such de- fault; or (b) Maker shall default in the due observance and performance of any other material agreement, - covenant or undertaking on its part as set forth 1n the Deed of Trust and said default be not cored within thirty (30) days after Maker shall.have been notified in writing of such default; or (c) Maker shall become in default under any of the Deeds of Trust described in paragraph 11 ('g) of the Deed of Trust securing this note; or (d) Maker shall file, or have filed against it, any petition in bankruptcy:or under any .other .law for the relief of debtors and same is 'not dismissed within sixty (60) days after the filing thereof; or (e) Any receiver or trustee shall be appointed to take over the business and properties of faker, or any substantial portion thereof, and the order appoint- ing such receiver or trustee is not vacated within sixty (60) days after such appointment; or (f). Maker shall execute any general assignment for the benefit of creditors; ,. then, and in any such event, the entire unpaid balance,of this note, both as to principal and interest, shall, at the election of the Payee or any then holder or holders thereof, become immediately due and payable without further notice, and the Payee or any such holder or holders shall beentitled to`imme- diately proceed to collect the same in any manner provided in the Deed of Trust or otherwise authorized by law. 2. In the event, after.defaulte.this note-ehali be placed in the hands.of an"attorney for collection, or if tame be collected thrangh'bankruptoy or any other court proceeding, Maker agrees to pay, in addition to the principal and interest thea.'dae hereuuder, reasonable` attorneys• fees incurred ih the eollietioh'her oft Maker shall have the right es a condition of its obllgstiOn to make payeent of any installment of, principal or -interest hereander, to require Payee to deliver this note -to Maker at'any-time, but not;;mort frequently than ones each year,: ter the purpeee'Of endorsing"hereen the amounts apt dates of payaenta made on *COOS of this note, Addres»a. THE NEWPORT PAY COMPANY 1221 West Coast $ighaay Newport Beach, California By WW. 'i .la _err4-ZL€irr • DEED OF TRUST AND MORTGAGE,OF CHATTELS THIS.DEED OF TRUST AND MORTGAGE OF CHATTELS, made this 3lst day of• -Marsh, 1960 between gm, lemppmmt MAT AMAMI a California corporatien, herein called Trustor, whose address is Ian 6.04 0001411.0waYs Misirt Mask California, TITLE INSURANCE AND TRUST'COMPANY, a California corporation, herein called Trustee; And *2LAMAR WS TABORAMOMOOMPAMV amp corporation, herein called Beneficiary, WITNESSETH: That -Truster irrevodably grants, transfers and assigns to Trusted in trutt, with power of sale, that property in Orange County; California; desbribed as: 1. All Of thetleasehold interest of Trustor under And pursuant to the-terms.of that certain- leate-eXeouted by:City of Newpbrt-Beach as Leasor and Trhotor As Lessee, dated March24, 1948, aSamended on April 10, 1950 and September 29, 1952, (herein referred to as the,"Master Lease"),. 1.n and to those cettain preMises located in the city of Newport Beach and mere fully -- described in 7Thibit I attached herete and made a part hereof by'reference, and all of the improvements there - en, together With the rents issues and prefits thereof, subject, howeVerf to the right, power and authority hereinafter given to and conferred Up -on Beneficiary to collect and apply such rents, issues and profits. 2. Any and all personall.property of whatever kind or charadter located on the foregoing premises or which is located elsewhere and used in connection with the operation bf the said premises, whether now owned or hereafter Aoquited 'by -Truster; inclUding without 'inflation tbe personal property described in Exhibit 2 attaehed heretb and nade a part hereof by reference - and any Other shah 'furniture, furnishings, fixtures, equipment and supplies. Subject to the Deedabf-Trudt,'Subleades and etbleaseagteetentt, if any, antithe Otheirtatteri-Orthings referred-to-inEXhibit3, attached heretoandnade,a,part hereof by referende. FOR THE PURPOSE OF. SEOuw.NG: 1. Payment of the indebtedness evidenced by one promissory note of even date herewith, and any extension or renewal thereof, in the principal amount of. OW Mindred littrailhe lbassead 'Our Sondied Aivesteen-and-AA/100 DAIWA ($ 10440000 ) executed by Trator ih favor of Beneficiary or order. 2. Performance of each agreement of Trustor herein contained. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES: -(1) To keep -Said. PrOperty in good condition and repair; not te-remoVe -or &Sheilah -any building thereon; to complete or restore promptly and ih-good and workmanlike manner any building which ney.babonstructed, damaged or destroyed thereon (subject to the provisions Ofthe-follbwing Paragraph (2) hereof), and to pay when due all claims for labor performed and materials furnished g09041) OggvacT avArryi AWN_ 6 q.�o1 TOec bowl 'Bo* Sir/ f. 414 -1- 0. therefor; to repair or replace, as the ease may be, any and all personal property severed or to be covered by the lien of this sort-. sage whieh shall be damaged, destroyed or become..absolete or wore est, so as es substantially maintain the esonemic value of the sai&.. •(remises'and the personal property thereon or therein sitmeted subject to the provisions of the following Paragraph .(M) hereof), to comply in all respects with the undertakings and obligations of Lessee • under the Master Lease and not to ssmielt or permit teener or stint any soter thing eeinstitutes a default,' or whisk with the lapse of time or the giving of any noticesier.both, would eenstitute a default under the Mester Lease; to comply with all laws affeotimgsaid property or requiring any alterations or improve meets to be Stele thereon; not to commit or permit waste thereof; net to smelt, suffer or permit any act upon said property in Viola - tit of law; to cultivate,, irrigate,. fertilize, fumigate, prnne.amd de all other acts which from the eharacter or use of said::propertp may be reasonably necessary, the specific enumerations herein net'et- °lading the general. (2) To prosure, maintain and keep in force as long as the indebtedness. secured by this Heed of Trost shall remain outstand- ing and anpsid, insurance covering the improvements and personal property situated on.the above described property against the hsseras of fire and those hazards oustcmarily insured against under extended coverage endorsements in California, in an amount not less than eighty percent (80%) of the insurable velue thereof, with loss payable to. Truster and Beneficiary as their respective interests may appear, each insurance policy or policies to be issued by a sound and sol- vent insurance company or .companies licensed to issue same ifi the data of California and acceptable to Beneficiary. Truster agrees to deliver to Beneficiary, or upon therequest of Beneficiary to deliver to the Trustee, the said insurance policy.or policies to De iseeed in accordance herewith or a certificate thereof. In the • event of any damage to or destruction of said improvements er property, Truster shall have the right, exercisable within sixty (60) days. thereafter, to determine whether the sums recovered under such insurance polioy.or policies shall be used for the purposeof re- building, repairing or replacing said improvementsor property, or shall be paid to Beneficiary in reduction of Trustor's.obligations to Beneficiary, and in the event Truster shall elect. to cease seed:' proceeds to be used for the rebuilding; repairing or replacing of such improvements or personal propertythenthe same shall be iecesi pliehad as.aoosy as reasonably possible after receipt by Truster of sums payable under such insurance policy er policies on acsoant of such -destruction or damage, (3) Te appear in and defend any action or proceeding par - porting to affect the security hereof or. the rights or powers of. Beneficiary or Trustee; and to pay all costs and expenses, includ- 'ing cost of evidence of title and attotneys° fees in a reasonable sam, in any such action or proceeding in which Beneficiary or. • Trustee may appear, and in any suit brought by Beneficiary tie• foreclose this Deed, provided that. insofar as Trustor:9e rigkts.and interests in and to said properties and premises shall have been derived fromBeneficiary Truster is not required to and does not . make any representation or warranty or assume any, obligations with respect to Tractor's title therein. • (4) To pays at least ten days before delinquency all taxes and assessments affeeting:said property, including assesemesti on appurtenant water stock; when due, elleneumbrances; tittle* and liens, with interest, en said property or any part thereof, which appear to be prior or superior hereto; all costal, fees and expenses of this Trust. Should Truster fail to Sake any payment or to do any set ass herein provided, then Beneficiary or Trustee, bat without. oblige RIDER Trustor agrees that as long as this Deed of Trust and Mortgage of Chattels shall remain in effect Trustor will furnish to Beneficiary a certified copy of Trustor's annual financial state- ment, including profit and loss statement and balance sheet, for each fiscal year of Trustor, not later than:ninety (90) days after the expiration of each such fiscal year. tam ors ter 4r and ant notice to or demand upon Truster, and without re:leasing.Truster from any obligation hereof, marimba. .or de the ease in such .manner and to such extent es either s/4 deem necessary to protect the eesurity.hsreef,,.Denenielary sr Mantes being authorised to enter upon said property for dash par poses; appear in and defead.any action or proceeding peepsrting: to affeet•the security hereof er the, right:vier powers et.Bgaefi-- elary or Trustee; pay, purchase, contest or compromise any, encumbrance, charge or lien which in the judgment of either appesre to be prier or saperior hereto; and, in exercising day such powers, pay accessary expenses, employ counsel and pay kis reasonable fees. • (g) To pay immediately and witkeet demand all same st. sx- :poaded by.3onefleiary or Trustee, with interest from data of sspsnditure at six percent(0) per annum. (i). That any award of damages to Treater in conaeetisa'with am soadeanatien for public use sf sr injury to said .property er any part thereesf is hereby assigned.am shall be paid to Benefisiary. • ohs serenely or -release lath moneys received by him in the ALSO manner aced with the sane: effect as "abeove provided for dispeaitioa Her.Preee.eda of fireer ether ineuranoe. (T) That by accepting Percent of any sum secured hereby after its -due date, Beneficiary does not waive his right tither tm .require prsapt..payment when due Of all rather same se secured. or to declare default for failure as to pay. (8) That at.any time or from time to time, without liability,. therefor and without notice, upon written request of Beneficiary and presentation of tkia Deed and said mete for endorsement, dad without affecting tke persenal.liability of any person for payment. 'Of the indebtedness secured hereby, Tray stee aaya recency any part of said property; consent to the making of any map er.plat thereof; join. in /ranting any easmaent thereon; or Join in day extension agreement oreay...agreetaent subordinating the lien : . Charge hereof. . •(9) That -upon written request'ef Beneficiary stating that all seas secured hereby have been paid, and upon surrender of • d:is Deed and said mote to Trustee for cancellation and retentien. and mpon payment of its fees, Trustee shall reconvey, Without warranty, the property then held hereunder.. The recitals in sae reconveyanee of any matters or facts shall be conclusive preef of the truthfulness thereof. The grantee in such reconveyanoe say be described as "the person or persons legally entitled therete.s .live years after issuance of seek full teconveyance, Trustee say • destroy said nste'andthla Deed (unless directed in such request .to 'retain them). (10). That as additional security, Tractor hereby gives to and confers upon Beneficiary the right, power asi authority,. Oaring the esntinaaaee of these .Trento, to colleet the rents, Uses" and.• profits of said.property, 'reserving unto Truster the right.,. prior. to any default by Master in payment of any indebtedness seeureet.. hereby or in performance of any agreement hereunder, to celleet aM retain such rents, issues and profit& as they become doe and payable. If any sack default is not cared by Truster within the period of time specified in Paragraph 11 hereof, then Dtnstieiar+y . • may at any tine thereafter, either in person, by agent, or by a. receiver to be appointed by a court, and without regard to the adsgaacy of any security for the indebtedness hereby secarsd,.eates:... aping and take possession of said property or any pare thereof, is his own name sue folor otherwise collect such rents, .issues and:. profits, including those past due and unpaid, and apply.the.saueei..:. leas/.costs and expenses.of operation and collection,.Ineluding reasonable attorneys.,,..tees,. upon any indebtedness secured -hereby,.... tend in rich order as Beneficiary may determine. The entering H, upon and taking possession of said property, the Collection of suck.rents,"issues and profits and the:application thereof as aforesaid, shall not .cure or waive any default or notiee.of.defau2t 'hereunder or invalidate any act done pursuant to such notice. (11) Upon theoccurrence. of any of the foregoing events (hereinafter called "Events of Default"), that is to. say in the event that: ... . . (a) Trustor shall default in the .payment.Of any.in- ataliment of interest upon of principal of the promissory note secured hereby, as the same shall become due and able,.and shell fail. to cure'such.default within five 5 days, exclusive of Saturdays, Sunder,. and kolidays,.after :.. Trustor shall have .been notified Meriting of such defaults or . " " (b)-Traitor shall default in the:performanee or ob- servance of any material: regiment, covenant:or undertak-.. ing on ita•part hereof, other than a default in the : payment of principal or interest as provided in_Subparsgraph (a) hereof, and -wish -default shall.eontinue to exist for a period of thirty (30) days -after written notice to : T? uit©x'' from Beneficiary"or Trustee specifying such de- fault; or (e) Truster shall become in default under any of the provisions 'of . the Plaster Lease and Shallfail to cure : ouch : default within..the period_ of" time,. if. any, provided in:the, Naeter:Lease :f©r".the curing.of.saeh defaults. (d) :Trustoir aMIl file; or have filed against it, say petition in. b pkruptc Ter under .any- other .lily for the relief of.debtora."and the same $e not dismissed -within sixty (60),days.after,the filingthereof; or: (e), Any trustee :1r.receiver shall be -appointed to , takeover the business of Trustor or any substantial por- tion*f.its .property,"and thea.order appointing such trustee or receiver shall not be vacated within Sixty (60):days after the.issuance thereof; or (f). Trustor.shall make any general assignaent for the benefit of its creditors; or • (g). In the.event.of the occurrence.of an Event of Default under thee.teras or•provisions of,..and.as defined in, any of the following Deeds ?.Trust: 1960,'exeeut-• _ The Newport Bay Company, . her dories trustor, in f: - of The Lamar Life Insuran .. .cmpany as _- ieiaryi... and recorded in Offibial Ii Orange County, California, securing pays o A t--certain- promissory; note in t; :. _, ineipal :.. •, t of $158,417.00 executed: by Th- .- port BAY: -Company here under, • e to.The.I,amar Life Insurance .ny wh <' .ote and need of.Trust have been of will.°. • (ii) That Certain Deed of Trust dated March 31, 1960, executed by"The Newport Bay Company, Trustor hereunder, as"truster, in favor of Atlantic Life Insurance Coa any;' as beneficiary; and 'recorded in 0ffipial Nederds of Orange County, California:,_.,. seeuring"'pay ent of"tha.t certain prOmiatory note in _. the principal : A*6 fJ'C' of - $414, 691.> OZ. ` executed by The Neiapvrt Bay Company. Trustor hereunder; -payable to'the .order -of Atlantic: Life. Insurance Company;Which note ' and Deed of 'ir'u.st":have "been or'Wili 'be assumed by `Wrather Investment;`Inc., a California corporation. MarChi3) That Certain Amended 'Deed -Of Trust dated` , 1960, executed by The Newport Bay: Company, Trustor hereunder; Ss trustor;"infavor'of-Atlantic Life Insur- ance" Co a ,""as`benefieia . . . fficial mp ny ry, acid recorded .ita 0 Records of Orange County, Cali'iornia, securing payment -.of • that certain promissory note in -the -principal amount'of $120,000 00,-exeeuted'by The Newport Bay Company, as"" ..::beneficiary heereunder, payable to"the"order of Atlantic. Life Insurance Company; constituting an aiaendssent -and" extension of prior note; Deed of Trust and Mortgage -of - chattels, all dated :Febraary 11, 1954; evidencing and --- "''securing indebtedness of The Newport Bay Company, bene- ficiary hereunder,"t'o Atlantic Life Insurance Company.. In the original principal amount of $306,000:00,.whieh amended note and Deed•of Trust dated March 31; 1960 have been or,will'be assumed by Weather Investment, Inc "(Iv) That pertain Deed of'Trust dated March 31,.1960, executed by TheNewport Bay Company, 'Trus;ter hereunder, as trustor,'in favor of The Lamar Life Insurance Company, and'Atlantic Life Insurance Company as beneficiaries, and recorded in the official Records of orange'County, Califor- hie, securing payment of two(2) separate'promiatery.notes in the".prin'cipal amount or $113,166.39 each executed -by Tie Newport. Bay Company, Trustor heretfhder, payabletothe :order:Of The Lamar Life Insurance Company and Atlantie Life Insurance abmpany; respectively,which notes and Deed of Trust . have been or will.be.aasumed by Wra.ther Investment, Ind. (v) That Certain Deed of Trust. dated March 31, 1960, executed by Wrather Investment, Inc., a..California corpora- .tion,.in favor. of. The. Newport Bay Company; Trustor hereunder;. and recorded in Official Records of Orange County, California, . securing payment ofthat certain promissory note in the .:principal amount of $1,618,750.00, executed by Wrather Invest- ment, Inc., payable to the order of The Newport Bay company, Trustor hereunder. (vi) That certain Deed of Trust to be executed by Weather Investment, Inc., in favor of The Lamar Life Insur- ance Company and/or Atlantic Life Insurance Company or their nominees as beneficiaries, as security for construction financ- ing for new improvements on the premises of The Balboa Bay Club, Newport Beach,. California. then and in any such event, Beneficiary may, at its option, declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and written notice of default and election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary shall also deposit with Trustee this Deed of Trust, the notes secured hereby and all documents evidencing expenditures secured hereby. kfter the lapse *teach title ed, mey then be jeqpiked by lee roltrrir.: eeeordation of said Aotiee ief default, age hoties of sale having been given as then required by law, Trustee, althea demand en Truster, shall sell said propsrty at.the tine and plat fixed by it in said native of sale, either as a whole Or in• separate parcels, and in such order as it may determine, at • public auction to the highest bidderefor cask le lawful meneyeef - the united States, payable at time of sale. Trustee nay pentpeemee - sale of all or any portion of said property by public annonseasemte at such time and place of mile, and from time to time thereafter say poitpone such sale by public announcement at the tine fixed , by the preceding postponement. In addition to the reeordatime-amd gluing of minion as required by law; as hereinabove provided,: lee Triestn shall, not less than one week prior teeny eachalt, petleeee.e_ Truster at Trustor9s addrems hereinabeve sat forth, a copy of any each notice of default, nevice of sal* and notice orpostpeaement of agle. •Trustee shall deliver te the purchaser at any sechetaledee: deed executed by•Trestee conveyine the peOperty so sold, but without: sevenetne..or Warrantee express or leplieee The recitals in ern :• doe* or any matters or facts shall b cenausive proof Of the tratefelmens thlreor. Any persei-A, incindiug Troster, Tenets*, or- ' ejAimaefielary as kereenafter da,fihad, w-L4 pumase at era wale, e • After deducting mkiTzartb;, foes-amd e.twimu,ika tBiesateeoemeiet thAtree thee:tiding eost Of e.$11.denee of titio im cennecilen with melee Trnotae shall apti-, the proceede of ,sal,* to pareent ofa .all sums eke podded under the terrors hereet, net thlm repaid, mitts aeceUed-istopOleC at six percent ( .) per amtum; all oth,t:r ;umu then securod-therebyie and the remaladere Sf any„ to the perowa or persons legally -entitled therete. (12) .That Prmutur, crr if said prcTert,17 shall have been trestle ferret, the then retard cyner, toisettLer with Denetielary, may from time to tine, by ieeeeement in writing„ sOstitute.a socoSOOOr..,. or oucceesoxe to any trustee named hq;reati zr actinz hereunder, whist instruMent, executed and aeRnewledged 7ty each and recorded is the effice.of the recorder of the county or counties where e - said property'is situated, shall be conclueive prosf.of proper H •substitution of such •suctesser Trustee or Trustees, who (shall lithe. out conveeance from the Trustee predecesier, suceeed to all: He eee, of its title, eatates,rights, powers and duties. - Saidinstrament must centaur the name of the original Truster, Trustee ande -He Beneticiary 'hereunder', the book and page where this Deed is remordeteee - and the -name and address ef the new Trustee. If petite Of defoliate* shall -have been eeeerded, this powered* substitution cannot beeeldre sited until after the (woes, fees and expenses of -the then acting.: • Trustee shall have beeopaid to such Trustee, who shall endorse 14-1,ee'• oelpt thereof upon such instrument ofeubstitution. The procedure e... :e herein provided for substitution of Trustee shall be-exclUales of all other provisions for substitution, statutory or otherwise.: (A1) That this Deed, applies to, 'mires to thelpenefitelf,eamelee:, • binds dFi parties hereto, their heirs, legatees, devisees -tilainleel -titters, execniters, successors and ageism. The tons nilsnoriolire shall mean the owner at holder, including pledgees, of the note - • enured hereby, whether or not named as Bonefielary-herein. If - - Beneficiary is hereafter dissolved and Truster is required 'nether the •Hee Hprorristons Of the:ecte secured hereby to eabstitatee fee seek met' •Agrim separate metes of Truetor payable to the shareholders of:BommeH•' e •!Diary, or iletwo or More notes are substituted for seek ante tor any ether reason., then'this Deedof Trust Ousel socurejaymenteefeehe • separate 'airtime and the teri:"Beneficlare as usedherein shill bee, :Yee desetod to masiathe holders ef said separate notes freest tO • • • proVided, however;thatin such event the rights Of Beneficiary:: hereundermay-beexercised only by the holder or holders of4aid tepetate-notes amounting in the aggregate to not less than eighty percent (80$)L of thetOtalenpaid-principil'amount of said notes. then outstanding who shall act for the hoiden of •ell Of said notes. The term .7Trustorwas used herein shall be deemed to mean and in - elude any person, firm or corporation which shall'expressly assume this Deed of Trust and the note secured hereby. In this Deed, - whenever -the context so requires, the masculine gender includes the feminine and/orneuter, and the -singular number. includes the . , • (14) Notwithstanding any -other provisions hereof it agreed/ that Trustor may from time to time replace any of the:furniture, • ..furnishings,2fixtures, supplies..3r other personal property hereinabove referred to • with property of-comptrable value; inwhich event .this. Deed of Trust and Mortgage of Chattels shall apply to and Constitute,. a lien upon such new.. orsubstituted personal property. ... (15) • That Trustee accepts this-Trlist when this Deed, duly • executed and.achnowledged, 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 of- 'proceeding in which Truistor,:Beneficiary-or, Trustee shall be a party unlesObroughilby Trustee. THE NEWPORT BAY COMPANY By /s/ WALTER MELLOTT vice -President and by /s/ DONALD D. HARWOOD Secretary STATEHOF:44IpONN14- COUNTTHOP LOS ANGELES mic : . On March 31, 1960before me, the undersigned, a Notary Poetic in and for said County and Statei.lersonally Oppeared-WALTER B. MELLOTT, Known to am& me to be thellim-Pretiident* knot -tole to be the persons who executed the within instrument - : on behalf Of the Corporation therein named, and acknowledged', to me thatieuch.COrmoration executed: the within Instrumentspert,t, -anent twit' b)-71.aws or a resolution of its. board of directors.%,.. WITNESS my hand and official seal. /s/ MARIAN D. McDONALD Notary Public in and for said (SEAL): County and State ..my Commission Eipires January 8, I963 Iland.DONALD D. HARWOOD, Known to me to be the Seeretary,of THE NEWPORT ,..iBAY CO., the corporation that executed the within instrument, • EXHIBIT 1 Parcel 0 , constitutingj:portion of the leasehold premises under. the Nester Lease described as follows: That certain real property situated in the City of Newport Beach, County of Orange, State of California, described as fO4lows: 4 BEGINNING at a point on the,United State* Government Bulked line between Stations 129 and 130 as said Bulkhead line was established by the United States Engineer's. office in 1936, and shown on a map File No. 958 in the U.S. Engineer's Office, Los Angeles, California, North 61° 00' West, 2745.00 feet from said Station 130; THENCE North 29° 00' East, 40.00 feet to the true point of:' .beginning; THENCE North 290 00',East, 180.00 feet;. THENCE South 740 20' 23" East, 412.12 feet along a line parallel with the California State Highway adjoining on the northeast; THENCE South 29° 00' West, 190.08 feet to a point 125.00 feet northeasterly of said Bulkhead line;`' THENCE North 610 00' West along a --line parallel -with said Bulkhead line 240.00 feet; THENCE South 290 00' West; 85.00 feet; THENCE North 610 00' West, 161.00 feet to the true:point of beginning. Together with a right-of-way for ingress and egress to and :from said Parcel, including rights -of -way for vehicular and -ped- estrian travel, driveways, walkways and:parking areas, and.further including rights -of -way for the installation, maintenance and. removal cof lines, pipes, pipelines,'oonduits and other facilities for the furnishing, transmission and consumption of utilitiee, including but not limited to public serdices for water, gas, electricity and the disposal of sewage and surface water, over tat :;portion of the tidelands and submerged lands situated.in the City of Newport Beaoh, County.of.Orsnge,, State of California, as described in lease between City of Newport Beach, a nunieipsl . corporation, lessor, and The Newport Bay Company, a corporati , lessee, recorded January 14, 1954, in Book 2651, Page 126,:of.. Official Records, grange County, said description beilsg alended , -by instrument recorded January 14, 1954, in.Book g651, Page.152. of Official Records of Orange.County (constituting the.entire leasehold premises under the..Master Lease)... EK(ffeir 1 . r • • EXHIBIT ishibit 2 tO Deed of Trust andMortgage of Chattels, dated March 31, 1960 (Deed of Trust) between The Newport Bay Company, as trustor,-Title Insurance end Trust Company, as trustee, and The Lamar Life • Insurance Company, AS beneficiary, steuriwpromis- • sOry note of trustor, of even date with the Deed of Trust, payable to beneficiary in principal amount of $158,417.00. The personal property mortgaged under.the Deed of Trust includes all personal property set forth or described in the attached inventory and designated thereon by cross -marks in the left margin thereof. EXHIBIT 2 i • • • EXHIBIT 3 THIS DEED OF TRUST AND MORTGAGE OF CHATTELS SHALL'BE SUBJECT TO AND SUBORDINATE TO: 1. The paramount rights of the United States of America as to commerce-, navigation and fishery as to that portion of the premises and property covered by this Deed of Trust which lies bayward of the United States Bulkhead line in Newport Bay. 2. The trusts for the uses and purposes and upon the express conditions as provided in "an act granting certain tide- lands and submerged lands of the State of California to the City of Newport Beach upon certain trusts and conditions", approved April 5, 1957, as amended by "an act relating to the granting of franchises upon and leases of, certain tidelands heretofore granted to the City of Newport Beach by the State of California", approved "May 29,.1929, and the rights reserved therein to the people of the State of California. 3. Any easements, rights of way and similar rights, of record, for thepurpose of furnishing utilities, drainage and access tolor from the premises. 4.. Any chattel mortgages, conditional sale contracts or other liens affecting or placed on any of the persi property covered by the lien of this mortgage (including any such personal property now in existence or hereafter acquired) in connection with the financing of the purchase or acquisition thereof. $120,000.00 March 31, 1960 FOR VALVE RECEIVED; in installments as/hereinafter set forth, the undersigned THE:: NEWPOST BAT cO$PARY,; a California corporation: (hereinafter' called "Maker".),.promises to pay to the - order of ATLANTIC LIFE INSURANCE COMPANY, a Virginia corporation (hereinafter called."Payee") at the principal office of Payee in Richmond, Virginia, or such Other place at the holder hereof shall designate to Maker in writing, the:principal sum of One Hundred Twenty Thousand and.no/100 Dollars 0120,000.00) together with interest from the date hereof at the rate of five percent (50) per:annum on the unpaid°balance'from time:,te time, said principal and interest"being due and payable=in4awful money of the United States over a period of ten (10)."years in forty. (40):equal quarterly.lnetalimenta of Three Thousand Eight Hundred Thirty and 40/100 Dollars ($3,830.40) each, the first snah installment being due: and payable on June 30, 1960, and one•.such installment being'."due and payable"on the expiration br each.. three (3) monthe'*period thereafter until said princi pal.a.nd Merest shall have been paid in.full,:each such install- ment to be applied,firet to interest teamed -to -the date thereof and then in reduction of principal. Maker or any other party assuming this. note shall have the right at any time, and from time to time, -to prepay this note or any installment thereof without premium or penalty, provided however that any such prepayment shall be applied first against interest accrued to the date of such prepayment and then its: payment of installments of principal in.reverse order of their maturity, and provided further that simultaneously with any" such prepayment a prorate prepayment shall:also be made with respect.to each andall:. of the following promissory notes isaued by Maker or by.Wrather Investment, Inc.,:a California corporation, which notes issued by Maker have been or will be assumed by Wrather Investment, Inc.: Promissory note of Maker in the principal amount of $158,417.00 dated March 31, 1960, bearing interest at the rate of 53% per annum payable to the order or The Lamar Life Insurance Company, Promissory note of Maker in the principal amount of $414,691.02, datedtell 31, 1960, bearing interest at the rate of 56 per annum, payable to the order of Atlantic Life`Insurance Company, Promissory note of Maker in the rincipal amount of $113,166.39, dated March 31, 1960, bearing interest at the rate of 50 per annum, payable to the order of The Lamar Life Insurance Company, Promissory note of Maker in the principal amount of $113,166.39, dated Mareh 31, 1960, bearing interest at the rate of 50 per annum, payable to the order of Atlantic Life Insurance Company, 1. Promissory note of Wrather Investment, Inc. in the principal amount of $1,618,750.00, dated March 31, 1960, bearing interest at the:rate of 5-$,.per annum, payable to the order of. Maker hereunder;. or one (1) or more promissory notes (but not in excess of one hundred eight (108) promissory notes) in the aggre.- gate principal amount of $1,618,750..00 issued:by Wrather Investment, Inc. to Maker or its shareholders in substitution for said promissory note in the event Maker is dissolved and its assets, including said promissory note, are distributed to its shareholders. • The payment of this note, both astoprincipal and interest is secured by the lien and provisions of a certain Deed of Trust and Mortgage of Chattels, of even date herewith (hereinaftercalled the "Deed of Trust") between Maker, as Trustor, Title Insurance & Trust Company, as Trustee (hereinafter called the "Trustee") and Payee, as Beneficiary, to which Deed of Trust reference is,;hereby made for a description of the property mortgaged, the nature and extent of the security, the rights of the holder or holders of this note, of the Trustee and of the. Maker with respect to suoh security. Upon the occurrence of any of the following -events, that is, in the event. that.,.'. (a) Maker shall default in any payment of any installment of principal or interest upon this note as and when the same shall become. due and payable, and such default shall not becured within five.(5) days, exclusive of Saturdays, Sundays,and holidays, .after Maker shall have been notified -in writing of such de- fault; or (b) Maker shall default in the due observance and performance of any other material agreement, covenant or undertakingon its part as set :forth in the Deed of Trust and said default be not cured within thirty (30) days. after Maker shall have been notified in writing of such default; or (c) Makershall become in default under Any of the Deeds of Trust described in paragraph 11 eg) of the Deed of Trust securing this note; or (d) Maker shall file, or have filed against it, any petition in bankruptcy;or under any other law for the relief of debtors and same is;not dismissed within sixty (60) days after the filing thereof; or (e) Any receiver or trustee shall be appointed to take over the business and properties of Maker, or any substantial portion thereof, and the order appoint- ing such receiver or trustee is not vacated within sixty (60) days after such appointment; or (f) Maker shall execute any general assignment for the benefit of creditors; - then, and in any such event, the entire unpaid balance -.of this note, both as to principal and interest, shall, at the election of the Payee or any then holder or holders thereof,,_become immediately due and payable without further notice, and the Payee or any Mach holder or holders shall be entitled to imme- diately proceed to collect the same in any manner provided in the Deed of Trust or otherwise authorized by law. 2. Isis note la amendatory and in renewal and extension of the unpaid balance of principal of indebtedness originally evidenced by: promissory:note of Maker dated February 11, 1954 payable to the - order'of -Payee in original :principal sue of $300sO00.00i, In the event, after defaults this note shall• be plated im the hands Ofan attorney for collections or if Same be'collected through bankrtaptey or any other court proceeding, Maker agrees to pay» in addition to the principal and interestthen'dee hereender, reasonable attorneys' fees incurred in the collection hereof:.. Maker shall have the right as a condition of its obligatin to make payment of any installment of principal or interest hereunder, to require- Payee to deliver this note to Maker atsany time,'. but not::mare Frequently than once 'each years for the Ourpose of ;- endorsing hereon the amoants and dates of payments wade o'er -.account. of. this hate. Address: iPORT BAY. Gann 1221 West Coast highway Newport Beach,. California, • Bylig/4Qrc 62W7t • AMENDED DEED OF TRUST AND MORTGAGE OF CHATTELS THIS DEED OF TRUST AND MORTGAGE OF CHATTELS, made this 3'L t day ofM,�QCW , 1960 between THE NEWPORT BAY COMPANY, a California co poration, herein called Trustor;, whose address is 1221 West Coast Highway, Newport Beach, California, TITLE INSURANCE AND TRUST COMPANY, a California corporation, herein called Trustee, and ATLANTIC LIFE INSURANCE COMPANY, a Virginia corporation, herein called Beneficiary, WITNESSETH: That Trustor irrevocably grants, transfers and assigns to Trustee in trust, with power of sale, that property in Orange County, California, described as: 1. All of the leasehold interest of Trustor under and pursuant to the terms of that certain lease executed by City of Newport Beach as Lessor and Trustor as Lessee, dated March 24, 1948, as amended on April 10, 1950, September 29, 1952 and March 28, 1960 (herein referred to as the "Master Lease"), in and to those certain premises located in the City of Newport Beach and more fully described in Exhibit 1 attached hereto and made a part hereof by reference, and all of the improve- ments thereon, together with the rents, issues and profits thereof, subject, however, to the right, power and author- ity hereinafter given to and conferred upon"Beneficiary to collect and apply such rents, issues and profits. 2. Any and all personal property of whatever kind or character, including without limitation any furniture, furnishings, fixtures, equipment and supplies, which is located on the foregoing premises or which is located elsewhere and used in connection with the operation of the said premises, including any and all such personal property now owned or hereafter acquired by Trustor. Subject to the Deeds of Trust, subleases and sublease agreements, if any, and the other matters or things referred to -in Exhibit 2 attached hereto and made a part hereof by reference. FOR THE PURPOSE OF SECURING; 1. Payment of the indebtedness evidenced by one promissory note of even date herewith, and any extension or renewal thereof, in the principal amount of $120,000.00 executed by Trustor in favor of Beneficiary or'order. The indebtedness evidenced by the above- mentioned promissory note, and secured hereby represents a renewal and extension of the unpaid balance of the indebtedness originally evidenced by a promissory note dated February 11, 1954, in the original principal sum of.$300,000.00 made by Trustor in favor of the Beneficiary, which note is described in and is secured by a certain Deed`of Trust dated February 11, 1954, executed by the Trustor to Orange County Title Company, a corporation, trustee ter the benefit of the Beneficiary herein and which Deed of Trust is re- corded in Book 2667 at Page 636 of the Official Records of Orange; County, California. Said indebtedness is further secured bra Chattel Mortgage covering personal property, recorded February 15, 1954., in Book 2668 at Page 6 of the Official Records of Orange County, California. All the terms and provisions of the aforesaid Deed of Trust dated February 11, 1954, and the aforesaid Chattel Mortgage recorded February 15, 1954, are hereby merged into and superseded by the terms and provisions of this Deed of Trust and all of the liens evidenced .by the aforesaid Deed of Trust dated February 11, 1954, and the aforesaid Chattel Mortgage recorded February 15, 1954, are hereby extended, carried forward and continued in full force and Rec eD OkAta Cousury 4t°RIL WOO -1- Poc *6e , floc& 5779, P.42k.. effect by this Deed of Trust as security for the payment of the above -mentioned indebtedness in principal amount of $120,000.00 and all other indebtedness secured hereby. 2. Performance of each agreement of Trustor herein contained. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES: (1) To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building Which may be constructed, damaged or destroyed thereon (subject to the provisions of the following Paragraph (2)"hereof), and to pay when due all claims for labor performed and_materiels'furnished therefor; to repair or replace, as the case may -be; any and all personal property covered or to be covered by the-Ile/1 of this mortgage which shall be damaged, destroyed or be tithe obsolete or worn out, so as to substantially maintain the economic value of the said premises and the personal property thereon -or therein situated (subject to the provisions of the following Paragraph (2) hereof); to comply in all respects with the undertakings and obligations of Lessee under the Master Lease and not to commit or permit to occur or 'exist any act or thing which constitutes a default, or which with the lapse of time or the giving of any notice, or both, would constitute a default under the Master Lease; 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 froth -the -character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general.-Trustor agrees that as long as this Deed of Trust and Mortgage of Chattels shall remain in effect Trustor will furnish to Beneficiary a certified copy of Trustor's annual financial statement, including profit and loss state- ment and balance sheet, for each fiscal year of Trustor, not later than ninety (90) days after the expiration of each such fiscal year. (2) To procure, maintain and keep in force so long as the indebtedness secured by this Deed of Trust Shall remain outstanding and unpaid, insurance covering the improvements and personal property situated on the above described property against the hazards of fire and those hazards customarily insured against under extended coverage endorsements in California, in an amount not less than eighty percent (80.%) of the insurable value thereof, with loss payable to Trustor and Beneficiary as their respective interests may appear, such insurance policy or policies to be issued by a sound and solvent insurance company or companies licensed to issue same in the State of California and acceptable to Beneficiary. Trustor agrees to deliver to Beneficiary, or upon the request of Beneficiary to deliver to the Trustee, the said insurance policy or policies to be issued in accordance herewith or a certificate thereof. In the event of any damage to or destruc- tion of said improvements or property, Trustor shall have the right, exercisable within sixty (60) days thereafter, to determine whether the sums recovered under such insurance policy or policies shall be -2- used for the purpose of rebuilding, repairing or replacing said improvements or property, or shall be paid to Beneficiary in reduction of Trustor's obligations to Beneficiary, and in the event Trustor shall elect to cause said proceeds to be used for the rebuilding, repairing or replacing of slush improve- ments or personal property then.the same sia ll be accomplished as soon as reasonably possible after receipt by Trcistor of sums payable under such insurance policy or policies on . account of sueh destruction or damage. (3) To appear in and defend any action or proceeding purporting to affect the security hereor or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of titleand attorneys' 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, provided that insofar as Trustor's rights and interests in and to -said - properties and premises shall have been derived from Benefi- ciary Trustor is not required to and does not make any representation or warranty or assume any obligations with respect to Trustor's title therein. (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 costs, 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 oblige- ) • tier PO tl APT goo! *,teat notice to or demand upon Trraster, and without releasing Truster from aay obligation hereof, may:i nk*. or do the•same in arch manner and to such extent es elthsr ua1.y deem necessary to protect the security hereof, Beneficiary or/ Trustee being authorised to enter upon said property for seek par- poses; appear in and defend any action or proceeding perperting. to affeet the security hereof or the rights or powers of Beaefi elary or Trusts.; pay, purchase, contest or aflpremise any enonnbranee, charge or lien which in the Judgment of either appears to be prier or superior hereto; and,in exercising any such powers,. pay necessary expenses, employ counsel and pay his reasonable fees. (5).:To pay immediately and without demand all suns so. es- .. :peaded by.Beaefieiary er Trustee, with interest from date:of ezpeaditure at six percent (6B) per annum, (6) That any award of damages to Truster in cenneeti:ea' with any esndemnaties for public use ef or injury te said property or aay part 'thereof is hereby assigned and shall be paid to Beneficiary. wke may apply er-reles a such moneys received by him in the same aaaasr and with the eauae effect as"abote provided for dispesitiom Of proceeds or fire or other insurance.' (7) That by accepting patent of any sum secured hereby after its due date, Beneficiary does not waive his right either te.... .require prompt payment when due .f all other sums so secured or to declare default for failure se to pay. (8) That at any time or from time to time, withoutliability:: therefor aad without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the persenal liability of any person for payment et the indebtedness secured hereby, Trustee mays recoavey any part of said property; consent to the making of any map or plat thereof; Join in granting any easement thereon; or Join in any extension agreement orany agreement subordinating the lien er charge hereof. (9) That upon written request of Beneficiary stating that- -all sums secured hereby have been paid, and upen surrender of this Dead and &aid note to Trustee for cancellation and retention and aeon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in week reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance may be described as the person or persons legally entitled thereto.' .five years after issuance of such full reconveyance,.Trustee may destroy said note and this Deed (unless directed in suck request to retain them). . (l0). That as additional security, Truster hereby gives to. .tad confers upen Beneficiary the right, power and authority, iariut$ the *continuance of these Trusts, to collect the rents, issues and. profits of said property, reserving unto Truster the right., prier. to any default by Truster in payment of any indebtedness accurst.. hereby or in performance of any agreement hereunder, to collect and *stain such rents, issues and profits aim they become due aad payable. If any such. default is not cured by Truster within the ported of time specified in Paragraph 11 hereof, then Beneficiary nay at any time thereafter, 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 seeured:,.a*ter upon and take possession of said property or any part. thereof, 1= his oirn name:sue four otherwise collect such rents,. issues and profits, including those pant due and unpaid, and apply-thesame,..: leas.00sts and expenses ot operation and aollection,.inneluding reasonable attorneys' -.forest upon any indebtedness secured hereby,:... and ',in 'such order aslBenefioiary may determines The entering upon and:taking;possession of said property, the.collection 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. (11) Upon theeoccurrence .of any of the foregoing events (hereinafter called' "Events of Default"), that. is to. say in the event that: (a) Trustor shall default in the pay0ent of any in- stallment of interest upon or principal of the proaissory note•aeoured hereby, as the same shall became due and pay- able,., and shall, fail to cure"such 'default within (5) days, exclusive of Saturdays, Sundays tnd":kolidays,:after .. Trustor•shall have been notified in writing of such default; or (b) Trustor shall .default in the performance or ob servance of any material greement, covenant or undertak-:: ing on its part hereof, other than a default in the: natant cif principal or interest as provided in subparagraph (a) hereof, and such default shall continue to exist for:.: a period of thirty (30) days after written notice to. Truster freer Beneficiary or Trustee specifying such de- fault; or (e) Truster shall become in default under any of the provisions:of.aka Master Lease and shall fail to cure inch: default within the period_ oftine, if any, provided in. the.-. Neater:: Lease .far -.the. curing :of sash defaults: (d):Truster Shall file, or have filed against it, any petition in.bankruptcy Or under any other.ln for the. relief of.debtors and the saase is not dismissed. within sixty (60) days after the filing thereof; or, (e),_Any trustee or: receiver shall be appointed to ._. takeover the business of Trustor or any substantial por- tion of: its property,. and the order appointing such trustee or receiver shall not be vacated within sixty (6o).days after the issuance thereof; or (f). Trustor shall make apy general assignment for the benefit ©faits creditors; or (g) In the event of the occurrence of an Event of Default under the tern or provisions of, :and ,as defined in, any of the following Deeds of. Trusts (i)That certain Deed of. Trust dated altreff 31, 1960, executed by The Newport Bay Company, ✓ S-Co . hereunder, as :truster, in favor of..: The Lamar Life Insurance Company as beneficiary,.. and recorded in official RecordsofOrange COunty, California, securing payment'Of that>eertain. promissory note in the principal amount. of $158,417.00 executed by The Newport. Bay Company/77ec}S ZO hero - under, .payable to: The Lamar Life Inurance Coleman which note and Deed of .Trust hive been or Sri be:. assumed. by Wrather Investasent., Inc., a' Cflor'a& No I • (11)—Theet certain Deed of Trust dated rs&'31, 1:960, On eeuted-brThe • Newport Bay Co ail ., Treat or heret ndet, aci" trtiet_ ers iti-f&t®r :of Atl ntie' Life Instilhce Co fy aa- t inieficiarys and "recorded in Oilfield' *tort or Orange County, 1Ltornia9" sew"pa Teiit`af -that certain' Preemiseb± note in ' - 'tlae prim_ cipa ° or f t14, 6 e crated" b� The Kemp©rt BarediPtintir Tntator he irder9 J a ble to the "osier Of Atl8titit. Life instxanee '.l:o n'y; *k1oh tiote `"':and Deed :Of Ti`.'sa ,have "been or ` 1 be'. "assuaged by • °Prather Invest*ent,'"Inc. a 2aereun taaee D itecords ?oP 0 dthat- 'septet* - • W ,Q00.00, e$8ent.: 7,ife Insgrenee: C"cetpany ',.;-.0Xtetteitet of prier ' aiiattela, all .:.eel 'flaky 1 a • 1960; a ted brTti .:N'ewpe `•B&y COMP ,.aa tztbr,. ia'favor-of-Atlantic Li -a 's beaaefieiery,anf recorde ty, . t 1.ITorn .9 xl'note in" y The 'N- * rustor. fir' pi'fieial _ ri:-itfrS- of cipal .aaaoaant'I;of rt Bay City, a. to the -carder of Atleiatic: . titntixag.:an amendment and ey "Deed :o' -,.. t :hind Eagertg ge' of. "February -115; .1 , ° evidencing etaid--- of The Newport Ba:' ...W, Belie- ompat' eh ..: . 14` Vc Atlantics Life Ina me on I pr oipal amount :et $300,000.00, note - tad, deed of Tra at dated Mitch. 31e 196 alik a: t. P t.i -(iv) That*' Deed of"fit;dated March 31,.1960, executed "by -The. import Bay .;.ay--Tractor'hereundeer, • t rtastor,' is favor of The La> r' Rife rice :C+empa and Atlantic 'B Ilisurance"Cetapany. as beneficiaries, and — recorded i n $ham i otfiteisl Reeords :Of Orel Coitntys Clatter - sal; securing -pa bt of'two (2.) aiaante promissory. notes n the prim Skatainat of: $113»166.39each executed by ,die Netvport . Bay iF ty, Titaster" here der, ' payable ` to the • carder,of-Tlae;Lamar:Life.I nranc .Compafl and Atlantic`Liife • Insunuee C,-respectivel.7,.which notes and Deed of, Trust • stave been o assumed by im .ther Investments IncS (v) That Deed of T t dated,March 31,-1960, execrated by Weather Investment, Inc.a California corpora- ,i .tion,n favor. of. The Newport Bay C ,: , Truster hereunder,. and -recorded iti"Official Records of "Orange County, cat.litornia, securing pant" Of `that certain preseason' note in the primcipsl amount of-#1,618,750.00, eteented by Wrather Invest- ment, Inc., payable.to the order' of The Newport Bay CeegstuY, Tractor hereunder; (vi). That Certain Deed of Trost tobe execrated by lirather Investment, Inc., . in favor of The Lamar Life Insur- ance Convent and/or Atlantic Life Insnlance Company or their nominees as beneficiaries, as security for constriction finaisac; ing for new Saproveeents on the premises' of The Balboa Hay Club, Newport Besoh,.California. then and in any such event, Beneficiary mays, at its option, declare al1. emus. --secured hereby intetediately due and payable by delivery to Taastee of. written. declaration of default and demand for sale and written notice.of default and election to cause to be sold said property, which notice Trustee shall causeto be filed for record. .Beneficiary shall also. depositwith Trustee this Deed of Trost, the notes secured hereby and all d©nseents evidencltg expendittsies secured hereby. • After the lapse stench tine aa. may then hi/Molted by late 7..:-.gcordation of amid notice of -default, ati of saleleaviag been given as then required.by law, Trustee, witheat demand en Truster shall sell maid property at_the time and gag fixed by it is said notice of sale, 'either se a *hot. Or in ' separate paresis, and in such order am it may determine, at, - , "Olio &actin to the highest biddev,for cash in Duffel newsy thellnited States, payable at time of sale. Trentee soy posepopsy stile se all or any portion of said property by peblie eanemesemoma - ,.:„Hat eat* time and place of sale, and from time to time thereafter. may postpone such sale by public announcement at the time fixed by the preoeding postponement. In addition tp the reardetteelead diving of netleee as required by law, as hereinabove provided,/ ' Trustee shall, net lees than one Week prior teAnyenek $4144-lbeWitri , Truster at Truetorhi'address hereineboVe'set forth, a-eepy of any •:wash notice of default, notice of sale and notice ef;postpeassentet nal,. •Trustee shall deliver to the. purchaser at any such:Melo deed executed by,Trustee cerveying the property se sold, but witkiet lovementeer warranty, express or implied. The recitals Ina* dded 01, anynatters or facts Shall be concluelve proof of the' • trothfalse*s thereof. Any person, inandise Truster, Trastee,, er- ....ftwitietary as hevenafter defined, nal/ parades at sea *ale. attar deadOting,s11;sents, feemeed ampere:awe erfroaha.sulthe SktarH trent, Inoluding cent :etevideOce of tita* ti connection with sale, ?Meta, ehall apply the proceeds of sale to parneut Oven sums 401P-. raided under the tense hereof, not them repad, with'aegreamt at six percent (6%) per annum; all other sums them eecuredikevikyFj../H. and the renaladerijif env to the percon tr persons legally *Oita* thereto." (it) That True -ter, or if said property shall:have boon tress's. ... tarred, the then reeerd owner), together with Benerielarjr, ay Irma time te tine, by instrument in writing) sUhstituteit seesiemer, or seessoro to any Trustee named herein or acting hereunder / / Shish instrunent„ executed and acknowledged by pads and rieeried, is the effionef the reeerder of the county:or I:mantles Said property'is situated, shall be Wenuslueive:prootef projer—:: substitution of such sueoesser Trustee er Trusteee,,who 'hall !LIMP.; cut eonveyance from the Trustee predecesior, succeed or its title, estate, rights, powers and duties fasitlistrunent east sontmin the memmef the original Treater, Trustee andL - • . _„ Doneficiary.herounder the book and page where this Deed a-r000,404 - mad the -name and address Of the new Trustee, petite ef-defaalV..:c.:1_ ". • mhall.have been retarded, this, poweref substitution cannot s- aiiM after thceests, fees and expinmes ofHthe•then afl trustee shall:havebeen paid to sueh Trustee, ale'shall enders, alte,Yr.I.,.t ',apt theretof open suit instrument ofeubstitution. The presiders. herein provide4"for substitution of„Trustee shall be-excluslite of.- all ether provislions.fersubstitutioni statutory 'or eihersise.''. (1ii- that this need, applies to, intros te.thehenefitet,;gad, binds parties berete,Htheir heirs, legatees; dertnee,711dalnis-'''. -trotters, exalters, saesessers and assigns. The tern ,Xenetielergil.Y shall mean the moor mad Wilder, including pledgees, of tbs afls sound hereby, whether or not named a; heneefloiary-horein. If • , hoheficiary is hereafter dissolved and Truster is required ender.the* • 1::visiens et themete neared hereby te substitute for stab afli " . .00parete notes of TrUetor payable to the sharewiers of Algwv tieiary, er,if-two or are notes are substituted for mania INWM any ether reagent them•this Deed'of Trust shall seizure jeumene0-0Uatie , • Separate notes,: ald'the tevi."Bonefietary, as used herein sheZlire dna* to eshin:the holders of said separate notes from -time t• ttia, • -6- provided, however, that in such event the rights of Beneficiary hereunder may be exercised only by the holder or holders of .said separate notes amounting in the aggregate to not leas than eighty peroent (8C¢) of the total unpaid principal amount of said notes then outstanding who shall act for the holders of all said notes. The term "Trustor" as used herein shall be deemed to mean and in- clude any person, firm or corporation which shall expressly assume this Deed of Trust and the note secured hereby. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. (14) Notwithstanding any oth r provisions hereof it is agreed that T:ustor say from time to tine replace any of the furniture, furnishings, fixtures, supplies or other personal property hereinabove referred to with property of comparable value, inwhieh event this Deed of Trust and Mortgage of Chattels shall apply to and constitute a lien upon such new or substituted personal property. (15) That Trustee accepts this Trust when this Deed, duly executed andacknowledged, 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 of proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee. OM 01 CALIPORNIA COUNTY 0P LOS ANGELES as. THE NEWPORT BAY COMPANY By /s/ WALTER MELLOTT Vice -President and by /s/ DONALD D. HARWOOD Secretary On March 31, 1960 before ■e, the undersigned, a Notary Public in and for said County and State,personally appeared WALTER B. MELLOTT, Known to a m& me to be the Vice -President' known to ■e to be the persons who executed the within Instrument on behalf of the Corporation therein named, and acknowledged to me that such Corporation executed the within Instrument par - Besot to its by-laws or a resolution of its board of directors. WITNESS ■y hand and official seal. /s/ MARIAN D. McDONALD Notary Public in and for said County and State My Commission Expires January 8, 1963 *and DONALD D. HARWOOD, Known to me to be the Secretary of THE NEWPORT BAY CO., the corporation that executed the within instrument, -7- Entire Leasehold Premises Under Master Lease. That certain real property lying in the City of Newport Beach, County of Orange, State of California, more particularly described as follows:. Beginning at a point in the U.S. Bulkhead line extending from U. S. Bulkhead Station No. 129 to U.S. Bulkhead Station No. 130, as said Bulkhead line and Bulkhead Stations are laid out and shown on a map of Newport Bay California, showing Harbor lines approved by the War Department January 18, 1917, which said point is distant South 610 00' 00" East, measured along said Bulkhead line, 700.00 feet from the intersection of said Bulkhead line with the Southwesterly prolongationof the center line of Irvine Avenue, as shown on a Map of First Addition to Newport Heights, recorded in Book 4, Page94, Miscellaneous Maps, records of Orange County, California, said point of intersection being the most Southerly corner of Lot "H" of Tract No. 919, as shown on a Map thereof recorded in Book 29, Pages 31 to 34 in- clusive,:Miscellaneous Maps, Reeords of said County, and running thence from said point of beginning, North 290 00' 00" East, 155.00 feet, more or less, to the Southerly line of the eighty (80) foot right-of-way of the California State Highway, as shown on Sheet No. 2, Section B, Route 6o, County of Orange, Division VII, of Plans approved by the California Highway Commission on November 19, 1923 and on file in the office of said California Highway Commision; Thence, Easterly along said Southerly line of the eighty (80) foot right-of-way of the California State Highway, to an intersection with the Northeasterly prolongation of the Northwesterly line of Tract No. 1140, as shown on a Map thereof recorded in Book 36, Page 28, Miscellaneous Maps, Records of said Orange County, which point of intersection bears South 10 36' 30" West, 40.feet from Engineers Station 23 plus 12.35 of the center line of said highway, said point of intersection being Station No. 131 as described in Decree in Case No. 20436 of the Superior Court of the State of California in and for the County of Orange; Thence, South 290 00' 00" West, along the last mentioned Northeasterly prolongation, the said Northwesterly line and the Southwesterly prolonga- tion thereof, 632.07 feet to a point in the said. U.S. Bulkhead line between Station No. 129 and Station No. 130 said point being Station No. 130 as described in said Decree in Case No. 20436; Thence, continuing South 290 00' 00" West, 350.00 feet to a line parallel with and distant 350.00 feet Southwesterly, measured at right an- gles from the above mentioned U.S. Bulkhead line between Station No. 129 and Station No. 130; Thence, North 610 00' 00" West, along said parallel line, 1574.84 feet, more or less, to a point which bears South 290 00' 00" West, 350.00 feet from the point of beginning of the description for this parcel; Thence, North 290 00' 00" East, 350.00 feet to the said point of beginning. EXCEPTING THEREFROM, that certain parcel of land lying in the City of Newport Beach, County of Orange, State of California, described as follows: Beginning at a point in the Southerly line of the 100 foot right-of- way of the California State Highway ORA-60B in Orange County, California, said point of beginning being at right angles to Engineers Station 7 plus 95.46 in the center line of said highway; thence South 150 38' 30" West 44 feet; thence North 740 21' 30" West 34 feet; thence North 15° 38' 30" East to an intersection with the said Southerly line of the State Highway; thence Southeasterly along said southerly line to the point of beginning. SUBJECT to easements and rights -of -way of record. CXl/%6/r EXHIBIT 2 Exhibit 2 to Deed of Trust and Mortgage of Chattels, dated March 31, 1960 (Deed of Trust) between The:Newport Bay Company, as trustor, Title Insurance andeTrust Company, as trustee, and Atlantic Life Insurance Company, as beneficiary, securing promis- sory note of trustor, of even date with the Deed of Trust, payable to beneficiary in principal amount of $120,000.00. The personal property mortgaged under the Deed of Trust includes all personal property set forth or described in the attached inventory. EXHIBIT 2 • SIT 3 LEIS DEED OF.'rxubT AND MORTGAGE OF CHATTELS SHALL BE SUBJECT TO AND SUBORDINATE TO: 1. The paramount rights of the United States of America as to commerce, navigation and fishery as to that portion of the premises and property covered by this Deed of Trust which lies bayward of the United States Bulkhead line in Newport Bay. 2. The trusts for the uses and purposes and upon the express conditions as provided in "an act granting certain tidelands and submerged lands of the State of California to the City of Newport Beach upon certain trusts and conditions:, approved April 5, 1957, as amended by "an act relating to the granting to the City of Newport Beach by the State of California", approved May 29, 1929, and the rights reserved therein to the people of the State of California. 3. Any easements, rights of way and similar rights, of record, for the purpose of furnishing utilities, drainage and access to or from the premises. 4. Any chattel mortgages, conditional sales contracts or other liens affecting or placed on any of the personal property covered by the lien of this mortgage (including any such personal property now in existence or hereafter acquired) in connection with the financing of the purchase or acquisition thereof. 5. The following Deeds of Trust executed by Trustor hereunder relating to a portion of the premises and property covered by this Deed of Trust and Mortgage of Chattels: (a) Deed of Trust dated March 31, 1960, executed by-Trustor hereunder in favor of The Lamar Life Insur- once Company as beneficiary, and more fully described in paragraph (11) (g) (i) of this Deed of Trust and Mortgage of Chattels. (b) .Deed of Trust dated March 31, 1960, executed by Trustor hereunder in favor of beneficiary hereunder, and more fully described in paragraph (11) (g) (ii) of this Deed of Trust and Mortgage of Chattels. 1. • EXHIBIT 3 (Cont'd.) 6. This Deed of Trust shall, provided no notice of default under the terms hereof then appears of record, be subject to a. deed of trust or other security instrument to be hereafter executed• by Wrather. Investment, Inc., or its successors in interest, covering all or any. part of the parcel of land covered by this Deed of Trust securing indebtedness not exceeding $375,000.00 or seventy-five per cent (75%) of the cost of construction, whichever is lesser, made primarily for the purpose of constructing improvements thereon, such indebtedness to be evidenced by a promissory note or notes bearing interest and payable at such times and upon such terms as are required by the Lender or Lenders thereof, and further provided that the parcel of. land covered by said deed of trust or other security instrument shall not include any existing buildings or other improvements, and that the total area of said parcel shall not exceed the area of Parcel #3 described in the Deed of Trust, dated March 31, 1960, executed by The Newport Bay Company, Trustor hereunder, in favor of Atlantic Life Insurance Company, referred to in paragraph (11) (g) (11) of this Deed of Trust. Upon recordation of said deed of trust securing said indebted- nese it shall conclusively be deemed that the entire amount thereof has been or will be used for or applied upon the cost of construction of improvements on said land. An instrument signed by Wrather Investment, Inc. or its successors in interest, and approved by the Lender or Lenders for the purpose of making the loan above contemplated, setting forth an estimate of the actual cost of construction of the improvements to be erected on the land described in the deed of trust securing such loan and stating that the total area of said parcel does not exceed the area of Parcel #3 above referred to or include any buildings or improvements thereon, shall, for purposes of determining the amount of said construc- tion loan and the fact that said area does not include any existing buildings or other improvements and that such area is less than the area of Parcel #3, be conclusive as to the statements contained therein in favor of any person or company relying thereon. After completion of the improvements on said land, a new deed of trust may be placed thereon, securing a loan to be evidenced by a promissory note or notes not exceeding in the aggregate the total prin- c3vpal-aum secured by the deed of trust first above mentioned and payable at auch times and upon such terms as are required by the Lender or Leaders thereof, which deed of trust, when duly recorded and when the deed of trust contemplated above has been reconveyed, shall constitute a lien or charge upon stid land prior and superior to the lien or charge o:f this Deed of Trust. • 6001.4 CONSENT TO ASSIGNMENTS OF LEASEHOLD ESTATE BY DEEDS OF TRUST Reference is hereby made to that certain lease dated March 24, 1948,'as amended April 10, 1950, September 29, 1952, and March 28, 1960,, wherein the CITY OF NEWPORT BEACH, a municipal corporation, is the Lessor, and THE NEWPORT BAY COMPANY, a California corporation, is Lessee, covering and -affecting certain realproperty situated in the City of Newport Beach,County of Orange, State of California, which property is more particularly described in said lease,, as amended. `Said lease., and the first two amendments thereto, were recorded in the Office of the County Recorder of Orange County on the 14th day of January, 1954, in Book 2651 at pages 126, 146., and 152 of Official Records. THE NEWPORT BAY COMPANY, as Lessee under said lease, proposes to assign the leasehold estate created thereby, by four separate and distinct deeds of trust (including mortgage of chattels) (hereinafter referred to as "said assignments"), each of which deeds of trust relates separately and respect- ively to certain portions of the leasehold estate more particu larly described in said deeds of trust. Unexecuted copies of said deeds of trust are attached to this form of consent, marked Exhibits "A", "B", "C", and ?D" respectively, and by this reference incorporated in this instrument for identification. Said deeds of trust are further described as follows; 1. "A" - being a Deed of Trust and Mortgage of Chattels to be given by The Newport BayCompany, a California corporation, as trustor, to Title Insurance & Trust Company, a California corporation, as trustee, in favor of the Lamar Life Insurance Company, a Mississippi corporation, as beneficiary, as security for the payment of an indebtedness in the sum of $158,417.00. -1- • ,s ^a:a Cr 2. "B" - being,a Deed of Trust and Mortgage of Chattels to be given by The Newport Bay Company, a. California corporation, as trustor, to Title Insurance & Trust Company, a California corporation, as trustee, in favor of the Atlantic Life Insurance Company,. a Virginia corporation, as beneficiary, as security for the payment of an indebtedness in the sum of $414,691.02. 3. "C" - being an amended deed of trust and mortgage of chattels to be given by said The Newport Bay Company, as trustor, to said Title Insurance and Trust Company, as trustee, in favor of said Atlantic Life Insurance Company, as beneficiary, as security for the payment of an indebtedness in the original prin- cipal amount of $300,000.00 subsequently reduced to $120,000.00,, said amended deed of trust and mortgage of chattels being an amend- ment and modification of a, prior deed of trust and mortgage of chattels, both dated February 11, 1954, given by The Newport Bay Company, as trustor, to Orange County Title Company, as trustee, in favor of said Atlantic Life Insurance Company, as beneficiary, securing said indebtedness in the original amount of $300.,000.00. 4. "D - being a Deed of Trust to be given by The Newport Bay Company, a California corporation., as trustor, to Title Insurance & Trust Company, a California corporation, as trustee, in favor of the Lamar Life Insurance Company, a Mississippi corporation, and Atlantic Life Insurance Company, a Virginia co.rporation,as joint bene•ficiaries.,as security for the payment of indebtedness' evidenced by two promissory notes, each inthe sum of $113,166.3`9 . The CITY OF NEWPORT BEACH, as the Lessor, hereby consents to said assignments upon the condition that the same is given and accepted subject to the following covenants and conditions, to -wit: (a) That except as herein otherwise provided, said assignments and all rights now or hereafter acquired thereunder, are, and, each shall be subject to each and all of the covenants, conditions and restrictions set forth in said lease, and to all rights and interests of Lessor therein, none of which are or shall be waived by this consent; (b) That should there be any conflict between the pro- visions of said lease and the provisions of any of said assignments,, the former shall control; -2- so (c) That if the leasehold estate of said Lessee shall be foreclosed or otherwise acquired under any one or more of said assignments, the' • transferree or transferrees thereof shall there- upon and thereby assume the performance of and shall be bound by each and all of the covenants, conditions and obligations provided in said *lease to be performed and observed by the Lessee; (d) That the undersigned City of -Newport Beach agrees that it, will not terminatesaid lease because of any default or breach thereunder on the part of the Lessee if the holders of said assignments, or any of them, within thirty (30) days after the service ervice of written notice from said Lessor of its intention to terminate said lease for such default or breach, shall either cure such default or breach, if the same can be cured by the payment of money, or if otherwise, shall undertake in writing with and for the bene- fit of said Lessor, to keep and perform all of the covenants and conditions of said lease pro- vided therein to be kept and performed by the Lessee, until such time as said leasehold shall be sold upon foreclosure pursuant to said assign- ments, or any of them, or shall be released or reconveyed thereunder; provided, however, that if the holder of the trust deed shall fail or refuse to comply with any and all of the conditions of this subparagraph (d), then and thereupon said Lessor shall be released from the covenant of forbearance herein contained; and any notice provided for in this sub- paragraph (d) shall be served in the same manner as provided in said lease for theservice of notices, and shall be delivered or directed to the holder of the trust deed at its address as last shown on the records of Lessor; (e) That the City of Newport Beach assumes no liability or responsibility for the order of priority of said deeds of trust or the relation of one to the other, or any of them; (f) That upon and immediately after the recording of the trust deed, said Lessee, at its. own' expense, shall cause to be recorded in the office of the Recorder of said Orange County a written request executed and acknowledged by said Lessor for a copy of any notice of default and of any notice of sale under the trust deeds as provided by the statutes of the State of California relating thereto. Concurrently with the execution of this consent said Lessee shall furnish to said Lessor a complete copy of the trust deeds and the notes secured thereby, together with the names and addresses of the holders thereof. (g) That this form of consent shall be recorded contemporaneously with the recordation of the original deeds of trust herein referred to and to which this consent relates, in which event the copies of said deeds of trust attached hereto shall not be recorded. -3- nriv 5 119 pp 551 This consent is conditioned upon the execution by the• Lessee and the Assignee of the Acceptance and Agreement attached hereto and nadea part hereof. Dated: APPROV ' § 'FORM D T /Aft; oi a 4.0 i IIMUER w:c ARAMZA CITY ATTORNEY ( , 1960. TY OF NEWF.), 42 CH 0:,..y.,SA By Bit719 ?Aril. 5'8 RECORDEDATREQUESTOP TITLEINS.&TRVSTCO. NOFFICMLRECORDSOF ORANGECOUNTY,OAUF. g AM APB 6 1960 RUBY McFAF,tLAND, County Recorder 7 $4=42 d Mayor S.J14d.,s.4.41(4_ City Clerk .IByj&;5 Th PAGE 552 STATE OF .CALIFORNIA ) ss.. County of Orange )' - On this (NP day of. (.0 e 1960, before me, the undersigned, a Notary Public in and for said County and State, personally appeared JAMES B. STODDARD, known to me to be the Mayor and MARGERY SCHROUDER, known, to me to be the. City Clerk., of the City of Newport Beach, a municipal corporation, that executed the within instrument, known to me to be the persons who executed the within instrument on behalf of the municipal corporation herein named, and acknowledged to me that such municipal corporation executed the same. WITNESS my hand and official seal. CE: rY ANN' PURPURA My Corr..{csio Grvixs Januery 29. 19S4 • iunr5.179 ME 55 ACCEPTANCE AND AGREEMENT The undersigned THE NEWPORT BAY COMPANY, a ;California corporation, as the Lessee and Assignor named in the foregoing Consent, and as the Trustor under the Deeds of Trust and Mortgages of Chattels therein mentioned, in its own behalf, and with and for the benefit of the Lessor named in said Consent does hereby approve, accept, and agree to be bound by each and allof the conditions and covenants set forth in said Consent. Dated at Newport Beach, California, this day of April, 1960. STATE OF CALIFORNIA ) County of Orange ) On this J day of April, 1960, before me, the under- signed, a Notary Public in and for said County and State, personally appeared" Walter B.'Mellott known to me to be the Vice -President, and Donald D. Harwood, known to me to be the Secretary,•of the corporation that executed the within instrument, an d known to me to be the persons who executed the within instrument on behalf of the corporation therein named, and acknowledged, to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors. SS. TWIT.NESS my hand and official seal. Gf ADISHAR' Notary Public inrand.for' said County and State: ' My Commission Expires Apr:i fd, Acceptance and Agreement The undersigned, Atlantic. Life Insurance Company, a Virginia corporation, as one of the beneficiaries named in the foregoing consent, and in certain respective deeds of trusts and mortgages of chattels therein mentioned, :in its own •behalf and for its successors ininterest, and with and for the benefit of the }assor named in said consent does hereby approve, accept and agree to be bound by each and all of the conditions and covenants set forth in -said .consent. assistant treasurer . . spoic5179 PAGF 555 STATE OF VIRGINIA CITY OF RICHMOND , On this and day of April 1960 •, before me, _Haz-1 Pe rell 1 A Notary Public in and for the said City, residing therein, duly commissioned and sworn wilAwnally appeared Clifton M Miller Jr and. . Erneettti known to no to be the Vice -President and Asst Treasurer , respectively, of the Atlantic Life Insurance Company and who executed the within instrument, and known to me to be the persons who.e*ecuted the within instrument on behalf of the Atlantic Life Insurance Company and acknowledged to me that said Company executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed may official seal in the said City of Richmond, State of Virginia, the day and year in this .certificate first above written. Notary Public my commission expiresey Commission Expires May 21, 1968 44 ; Kok PAGE556 My Commission Expires: 4 . 14. I% ACCEPTANCE AND. AGREEMENT The undersigned, The Lamar Life; Insurance Company, a Mississippi Corporation, as one, of the beneficiaries named in the foregoing consent., and in certain respective deeds of trust and mortgages of chattels therein mentioned, in its own behalf and for its successors in interest, and with and for the.' benefitof the Lessor named in said consent does hereby approve, accept and agree to be bound by each and all of the conditions and cove- nants set forth in said consent. A EST: (SEAL) State of .Mississippi CounEy;of Hinds" Personally came and appeared before me, the undersigned authority in and for the jurisdiction aforesaid, the within named,P. K. LUTKEN and MARY KEITH MOFFAT, personally known to me to be the President and Assistant Secretary, respectively, of The Lamar Life Insurance Company,, a Mississippi corporation, who each acknowledged to me that they signed, sealed, and de- livered the foregoing Acceptance and Agreement on the day and date and for the purposes therein stated as the act and deed of said corporation, being first duly authorized so to do. Given under my hand and: seal this 2nd day of April, i960.1 f �(� Q C //7 p l i Nota Public 0 ' For valuable consideration, the undersigned, THE NEWPORT BAY COMPANY, a California corporation, Assignor, does hereby assign to WRATHER INVESTMENT,INC., a California corporation, as Assignee, that certain lease by and between the City of Newport Beach, as Lessor, and Assignor, as Lessee, dated March 24, 1948, and recorded on January 14, 1954, in Book 2651, page 126 of Official Records, Orange County, California, as amended by instrument dated April 10, 1950, and recorded on January 14, 1954, in Book 2651, page 146 of Official Records of Orange County, and as further amended by instru- ment dated September 29, 1952, and recorded on January 14, 1954, in Book 2651, page 152 of Official Records of Orange County, and as further amended by instrument dated March 28, 1960, under which the minimum rental provided in said lease is increased to $45,000.per year beginning April 1, 1960, for the 'remainder of the term thereof. IN WITNESS WHEREOF, the undersigned has caused this as- signment to be executed and its corporate seal affixedthereunto by its officers. Date at Beverly Hills, California, this l/ day of 1960. THE N" PORT BAY COMPANY By By STATE OF CALIFORNIA SS. CO,W;NTYr OF LOS ANGELES )) On this 31st day of March , 1960, before me, the undersigned, a` Notary.. Public in and for the said County of Los Angeles, State,of°California, residing therein, duly commissioned and sworn, personally appeared Walter Mellott known to me to be the. Vice -President - , .,and Donald 1). Harwood known to me to be. the Secretary of the Corporation that executed the within instrument, known to me to be the persons who executed the. within instrument on behalf of the Corporation' therein named., and acknowledged to that such Corporation executed the same. Pm‘ - P - - • 410 ,i9.4v51.79 mf...562 • IN WITNESS WNZNEOF, I have hereunto set my hand and seal the day And year'above.written. (SEAL) beryver.HAr • IternerAtO • Notary Public in and for said County and State MARIAN P. McDONALD My Commission Expires January 8, 1963, er:obcf) i 79 ME 561. RECORDEDATREQUESTOF TITLEINS.&TRUSTCO. IN OFFICIAL RECORDS OF ORANOECOUNT6CALAF. 9 Am APR 6 1960 RUBY McFARLAND, County itsuoutir $ �7& 2. 4. ,• b:e51)i6ifa. 43, ACCEPTANCE OF ASSIGNMENT WRATHER INVESTMENT, INC., by its duly authorized officers, hereby accepts the foregoing Assignment of Lease and agrees that said corporation will perform faithfully and fully all of the covenants and obligations of said Lease on the part of said. Lessee agreed to be performed. Dated at Beverly Hills 31st day of' March 1960. : (Al) ' . r • • • • STATE OF CALIFORNIA COUNTY OF LOS ANGELES SS. , California, this WRATHER I...WESTMENT, INC. By , 1 Mice-P srdeid By ecretary On this 31st day of March , 1960, before me, the undersigned, a Notary Public in and for the said County of Los Angeles , State of California, residing therein, duly commissioned and sworn, personally appeared Edwarda Tisch , known to me to be the Vice -President , and Monte E. Livingston , known to me to be the Secretary of the Corporation that executed the within instru- ment, known to me to be the persons who executed the within instru- ment on behalf of the Corporation therein named, and acknowledged to me that such Corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. (-01/4-72 C.A.437.eza Notar Public in nd for said County and State MARIAN D. McDONALD Mytommission Expires January 8; 1963. I�• ,r.5l?9 PAGE 56 4 CONSENT TO ASSIGNMENT The City of Newport.Beach, a municipal corporation„ named in the aforementioned lease as the Lessor, does hereby consent to the assignment of said lease=by THE'NEWPORT BAY COMPANY, a Califor- nia corporation, Lessee, to WEATHER INVESTMENT, INC.., a California corporation, upon the understanding that all of the terms, condi- tions, provisions and covenants of said lease shall remain and. continue in full force 'and effect and that no further assignment of said lease or any interest therein shall be made without the written consent of the undersigned Lessor_ Upon the executionof the foregoing Assignment. of Lease by The Newport Bay Company and the foregoing Acceptance by Weather Investment, Inc., the under- signed Lessor agrees to and does hereby release. said Newport Bay Company from any further obligations or liability under and pursuant to this said lease. instrument this/S day of Dated at Newport Beach, California, this 1? day of 1960. l City Clerk Ihereby approve the form aid legality of the foregoing, , 1960. ATER W. GUA .AMZA, City Attor- • ney.of the City of Newport Beach The foregoing consent is approved and the terms thereof agreed to this 31st day of March , 1960. WRATHE75iVESTMENT, INC. By�/�"�/ yes -Prue Secrets Ym_ 51 x,,543 CONSENT TO ASSIGNMENT OF LEASEHOLD ESTATE BY DEED OF TRUST Reference is hereby made to that certain lease dated March 24, 1948., as amended April 10, 1950,..September 29, 1952, and March 28, 1960, wherein the CITY OF NEWPORT BEACH, a municipal corporation, is .the Lessor, and THE NEWPORT BAY COMPANY, a California corporation,, is Lessee, covering and affecting certain real property situated in the City of Newport Beach, County of Orange., State of California, which property is more particularly described in said lease, as amended. Said lease, and the first two amendments thereto, were recorded in the Office of the County Recorder of Orange County on the 14th day of January, 1954, in Book 2651.at pages 126, 146, and 152 of Official Records. THE NEWPORT BAY COMPANY, as Lessee under said lease,. has heretofore assigned the leasehold estate created thereby to WRATHER INVESTMENTS, INC., a California corporation, (herein- after referred to as "WRATHER"). WRATHER proposes to assign said leasehold estate by way of Deed of Trust, (including a Mortgage of Chattels) herein- after referred to as "said assignment", to THE NEWPORT BAY COMPANY as security for the performance of certain obligations as therein provided. An unexecuted copy of said Deed of Trust being attached to this Consent marked Exhibit "A" and by this reference incorporated in this instrument for identification. Said assignment will be made as security for the payment of certain promissory notes having an aggregate principal amount in, the sum of ONE MILLION, SIX HUNDRED EIGHTEEN THOUSAND, SEVEN HUNDRED AND FIFTY DOLLARS ($1,618,750.00''). The CITY OF NEWPORT BEACH, as the Lessor, hereby consents -1- ,•r • [i i 5i79 to said assignment upon the condition that the same is given and accepted subjectto the following covenants and conditions, to -wit: (a) That except as. herein otherwise provided, the trust deed, and all rights now or hereafter acquired thereunder, are and shall be subject to each and all of the covenants, conditions and restrictions set forth in said lease, and to all rights and interests of Lessor therein, none of which is or shall be waived by this consent; (b) That should there be any conflict between the. provisions of said lease and the provisions of the trust deed, the former shall control; (c) That, except as hereinafter otherwise provided, if the leasehold estate of said Lessee shall be fore closed or otherwise acquired under the trust deed, the transferee thereof shall thereupon and thereby assume the performance of and shall, be bound by each and all of the covenants, conditions and obligations provided in said lease to be performed and observed by the Lessee during the period such transferee shalr hold title to said leasehold; (d) That the undersigned Lessor agrees that it will not terminate said lease because of any default or breach thereunder on the part of the Lessee if the holder of the trust deed, within thirty (30) days after service of written notice from said Lessor of its intention to terminate said lease for such default or breach, shall (1) cure such default or breach if the same can be cured by the payment or expenditure of money provided to be paid under the terms of said lease, or if such default or breach: is not so curable, if the holder of the trust deed shall within said thirty -day period commence and thereafter diligently pursue to completion proceedings for foreclosure and sale under and pursuant, to the trust deed, and (2) shall keep and perform all of the covenants and conditions of said lease provided therein to be kept and performed by the Lessee until such time as said leasehold shall be sold upon foreclosure pursuant to the trust deed or shall be released or reconveyed thereunder; provided, however, that if the holder of the trust deed shall fail or refuse to comply with any and all of the conditions of this subparagraph (d), then and thereupon said Lessor shall be, released from the covenant of forebearance herein contained; and any notice provided for in this subparagraph. (d) shall be served in the same manner as provided in said lease for the service of notices, and shall be delivered or directed to the holder of the trust deed at itsaddress as last shown on the records of Lessor; (e) That upon and immediately after the recording of the trust deed, said Lessee, at his expense, shall cause to be recorded inthe office of the Recorder of said Orange County a written request executed and acknowledged by said Lessor for a copy of any notice of default and -2 PIE 570 of any notice of sale under, the trust deed as provided by the statutes of the State of California relating. thereto. Concurrently with the execution of this consent said Lessee shall furnish to said Lessor a complete copy of the trust deed and the note secured thereby, together with the name and address of the holder thereof. This consent is conditioned, upon the execution by the Lessee and the Assignee of the Acceptance and Agreement attached hereto and made a part hereof. .1 3 WALTER W.CHARAMZA CITY ATTORNEY STATE OF CALIFORNIA ) County of Orange ) 1960• By ty Clem On this IA - day of , 1960, before ❑>.e, the undersigned, a Notary Public in and for said County and State, personally appeared JAMES E. STODDARD, known to me to be the Mayor, and MARGERY SCIIROUDER, known to me to be the City Clerk of the City of Newport Beach, a municipal corporation that executed the within instrument, known to me to be the persons who executed the within instrument on behalf of the municipal corporation herein named, and acknowledged to me that such municipal corporation executed the same. WITNESS my hand and official seal. Notary u•' is in an tor 's'aru County and State ,st;;: jam: iYJrA Comm:ssicn Expires January 28, 1964 -3- e . 51 /9 •,c757.1 ACCEPTANCE AND AGREEMENT The undersigned. THE NEWPORT BAY COMPANY, a California corporation, as the beneficiary under the Deed of Trust and Mortgage of Chattels mentioned in the foregoing Consent, in its own behalf, and with and for the benefit of the Lessor named in said Consent does hereby approve, accept, and agree to be bound by each and all of the conditions and covenants set forth in said Consent. Dated at Newport Beach, California, this clay of April, 1960. STATE OF CALIFORNIA ) County of Orange ) / 4 THE NEWPRT •BAY COMPANY By SS. tiPi Vice -Pre Secretary On this /4, day of April, 1960, before me, the undersigned, a Notary Public in and for said County and State, personally appeared Walter B. Mellott, known to me to be the Vice -President, and Donald D. Harwood, known to me to be the Secretary, of the corporation that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of the corporation therein named, and acknow- ledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors. WITNESS My hand and official seal. f V. I: 2110-0240. . Notry Public in and for . . .. . Said County and State - -' - • s I ACCEPTANCE AND AGREEMENT The undersigned WRATHER INVESTMENT, INC., a California corporation, as the assignee of the Lessee named in the foregoing Consent and assignor under the.asslgnment by way of Deed of Trust therein referredto, acting for itself and its successors in interest and with and for the benefit of the Lessor named in said Consent, does hereby accept and approve and agree to be bound by each of the conditions and covenants set forth in said Consent. WRATHER INVESTMENT, `INC. ;12�/ r Secretary STATE OF CALIFORNIA County of Los Angeles 1 SS . On this 31st day of March , 1960, before me, the undersigned, a Notary Public in and for said County and State, personally appeared EDvWARD D. TISCH,:known to me to be the Vice -President, and MONTE E..LIVINGSTON, known to meto be the Secretary, of the corporation that executed the within instrument, and known, to me to be the persons who executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors. WITNESS my hand and official seal. GitAtcetri Notary.Public in and for. said County and State MARIAN.D. McDONALD My CommissionEupiies.Janbary 8, 1963. 2 3 4 5 6 7 8 9 10 11 • 12 13 14 15 :16 17 18 19 20 21 22 23. 24 25 26 27 28 29 30 33. 32 .:•-• I -7 -4,..Thays,vp';:gei:Sti-t„.. 4. rassawitim The Citydfliewport Beach, a CaliforniaMunicipal corporation, as Lessorunder thatcertain lease: detedNarak,24,'1948, entitled "Unimproved: Property Lease, as amended(aereinafteraailed the'spase Lease4), wherein IbeBeWPort11,7"ectiPah7; a California ecrOcritich 145:10,114‘e, "Orman& certain real property situatedin the City:Of Bewpirt Bosh, Openlyof orange, State of 0414inrnia, 'doe! hereby: *subset to the sub -leasing and sub -letting by the said The Newport Bay Companyto The Tr Life Insurance Companya/4:Nissispippi Insurance having a. permit to dolaseinese: as a bosinessmorporation in the State of California, under and in:ndeordanoo withthat certain lase agreeinent, the fora of mhieh is hereto attached, marked Nxbibit: A and made a part hereof, catering that portion of the two- perty leased -and let to the said The Newport Bay Company under theSaid-Baaa: Lease as is set forth and described in the said Exhibit A attached hereto. ; This isonsent is made:and given upon the followietterms and conditions,: 'to -wit:, • • ; (a) Thatsaid sob -ramming shallbe accomplished by the execution by the respective parties named therein of a liespagreenent in the formSnd sontaining;the sUbstanae as set forth lathe saidkehihit I. , • (b) That except aaherain otherwise provided, said sub -lease and all rights new or hereafter 40quired thereunder -rare and shall remain subject to:each-sad all pf:the covenants, conditions, rights, duties and obligations_ set forth and contained in the said Base Lease, and Which said subrleiSs:-. shall specifically and expressly so provide'''. (a) That Saidistb4ease shall pot in anymanner affect the -rights of the City of Newport Beta, as isesor Under the Baselease, and shall not -- affect the right of the City to demand indrsilive rent, asprovided in paid • 1 2 3 4 5 6 8 9 10 11 12 13 14 15 16 17 18 19. 20 21 22 23 24 25 26. 27 28. 29. 30 31 32 (d) That should there be a sonflSab between the prowl Brae Lease and said Sub -leases the fosse shall coattal. (e) That the City of Newport Bean agrees that it win net tandnate said Base Lease berme of any desalt or bran thereunder en the part of. The Newport Bey Company, as leas%, it The Lean Life Insurance Cestpany, as sub -lessee, within thirty days 00) after the aorsiee VOAit of written notice frau the City of Nespert Bosch, of its intention to mate said Bass Louts for snap default- or breach* nail either cure such default er breach, if the seas Gan be eared by the payment of money, or if otherwise shall undertake is writing with and forr,the benefit of the City of Newport. Beach to key and portent all of the oorenants and conditions of said Lease provided therein, to be kept and performed by the Lessee insofar as the seas pertains to that portion of thepraises covered by said eatb-lease, being designated as Partial. 2 in thepiet or map attached to said Least narked Badaibit A. R ,1954. cut OF NEWMAT NACU STAB 0? CALZ 01011 ) ( as count OF ) Olt this I Q4 Or at , 1954, before a., the undersigned, a Notary Male in and for said Coo and State, pereenall appeared ' / va e1 1 re ` l , known to as to be the Bayer, and c � 71 . ` , kw= to as to be the CSC Clerk, of TEE cut Or NIWPOIrt BBACh, a aunioipel oorporatlon that executed the within inst nt, lawn, to as to be the parsons who executed the tu City nen atliaa the City of dessort Beach, Or. County, California (hereinafter called "I•leinert"), and Dr.; ca, a Mississippi insuranos corporation sith its principal office and place of business in Jackson. Kinds County, AskaiesizTip and having a permit to do business in the State of California (hereinafter called "losar")1 WIT dl4SETii: iRFAS,Aewporto under and by virtue of a certain written Lease Agree- ment between the City of liewpart Beech, California. as Leeeor, and dewport., as Leaaeo, dated March 24, 194C, as amondads (hereirAfter called the "Luso Lease) leased and recited from the said City of itreport Beach, California, a certain tract of land, a plat and etwwq of which is hereto attached, narked ISeibit is and code a part hereof for all lerposces hereof, such leave being for a tem of fift.y (50) years frothe• dsts thereof, end being of reoord in ihok 2651, page 126 of Official Records of ;home County Cali. fornia; and -;•-sewport and irons have neptiatad an arrangement whereby iiew-art will sub -lease and oub-let unto ler, subject in all respects to the tex and provisions of the said Base Lease, cart -do porticos of the entire abovescort.ioned t.ract, such jortions of said tract being dallignsted Parcel :o. 2 upon the said flashibit A wan which said portions of said tract Lamar is to builds construct and equips or clause to be built, constructed and equioped, a total of ap;sroadoately forty-four (44) dueling tits and THIS OF 1:14,8g, code and entered into as ef the day 1954,1 lay and between The abltWORT Int CCACILST, a California cnnuon with its orineipal *Moe and place of business in aeoosdanco with det; fled vely called the 4 purpose by aired 2. (iiis es, . Architects siad. Aamoaletees of :Los Angeles. Cablo n es wish Planes an identified the tura of the said Attend 7. GGtlaan, an by this reference tareekr ineorporated handsand anthis a. apart hared; ScintrAL, it IS OnlenatiVeted and ',imposed by and between the parties hereto that wan of the said s Lamer td33 ech-leese and clot the avid ?atrael 2,together Kith all of maid lagneverentes:,to dew ort won the bands hereinafter set forth' ARTICLE 'I.. tames, T aO7)REs donorts for 3nonesideration of the rents herein reserved and provided said to be ;tin Try lomat unto hantets and of Lha nevenents and agreements herein contained on time part of Isar to be fulfilled Eased perform d, has Lit, I:Ea3hU and MIXISE4 and by these presents does L rs Lea and b onto tanars and Lasersby these presentees does beraby hire and yoke Stun Neepart that portion of the reel estate located and sitaaitmh3 in O,s County, Califonitas and designated as Parma In. 2 upon the said 4thibit A attached hasetes together with the right in and to ma's, its S sss termites ss patrons, or other pans entitled to the uee of the orniered Premises& to fay and uninterrupted sewn to ail pars tints of the premises described as Duca 2 on said Qsinalltdbig the right -of -ow for MVO= , toys Nara .2, aners q and upon the, joinno K7 andnet subject to this lease agreements including by these or any of them, of vehtemlar or bedestrien dais, walkwara and parldng ass; Pam ineinding ri-od-tasy fer the Seetalleitientaatebenewar and reeled sr ]Saes, pies, eraidadts and other fsstlitles k!the fhaldtld'S teeneelealast *4 ennemation or ins of etAlitMa,- 13*d to public serattee for warmer, gas* eleaeleity, law eel -a awteree to HAVE AO IV Wit the above tameless with all cleats of bars and egress and .-fir as set forte dune, sad together with all the rights, Pr a thereat* t* in aka bates w ap- pertaining (all hereinafter eseetieres referred to as the *Deateed P'rssdass°) onto Wear, for and during the team provided for in halals III hereof, maksa said tern be sooner tersdnated as hereinafter provided. kid'ICLEII Peieonsideration of the leaeing ateresaid, Isar Nark ante and Wen to pig to Newport, at the office of sort is the City of Newport Beach* California* or such ©ter plane or places as Newport ear fan tie to time dee3st. 3n writing es anal ram for tin peen Practises the sort of no Thousand 1tllsrs {$i.000.00) per easanaas, the !twat of aaada payments to be paid and payable eiatenewalar with the as then an delivery of this Agreeerat and a /Ike permant of mental shall be ass send pabrable on eat sasaiv reasy of the date of the emseation and delivery of this daring the Bill teat of this lone as herednafter specified and Pais . TI = III 1,121 The tern of t)ds Lease is for the period. oeneeraing with the data hereof, to wit: a eats 401th the data we adeh the rasa imam herelnebeve awattenal shell Lei dne e, Saber aaa$ ter einationef said Base Lathe be by entrationyef it�tsa. as set fortieth, said ;tee leases or for say other reason Provided, kiniever, thin in the, event: the said Mehl tease shefl be intended or raneenit, then tad inthat avant the tent of thin hallos shall be extended and rinewed eer that the seat shall entre, eihniterhothly With any ant reseed or extended tore of the said ease than* provided, tarther, that in the event this lease shal be toted:seta ntinv tine othin• than hen an arnivereary date hereof, then ler shall he entitled tay teguethreessent pro rata tat the tannared torahs of the year in With het tensinathme shall oenues. MiG 1‘. 4Z4 kip esa Newport scene to pay, pa onptly when Sae end before the see hall become dellinnent, all taxes, oseeinsente, inter rates ani other tali* charges et: whatsoever land or character, that& nay he ledad„ sweessed or imposed epos the Demised Preatema or say part thereof, and to pay am ihst.all tents and other charges due the City of Agbilitare aPaelip Salsa wader the teens of the said See Lone end any unendoents, eatensions and renewals thereof. Newport eovereeta and agrees that, eo, lung as this 404100 Agrat tan rain* in fore, it will etzt build, eonstruet, erect or plane or parnit ar allow to be hellt, toestrected, ereeted'or plotted ally Wilding, etteeture or thingspon key of its property or premises stet leased to hthir hereunder 1714e between the pad hovel 2 oral the 11, 0, Bulkhead Line as ghost on the plat of said preedses attached Wrote a ddh.it a, or eo as to *Street the view of defame, Doi ens ash of Said innweenents. =ICU V. 3XSTRI,14jIE tW t4)9fitei1 ihreport agetrat that Iawair dual have the pal nee, posisoleita and enjoyment t the entire "lan of t.1t18 sa le r s and witLnzst uses or.perait a person or party or any part there* for any nee or purpose in Lotto* of the laws of the United States et essericesi the .dtate ot Calitoatizas er the ordizances or other rules or remulations or sem esenielgality or other grosenevental body or agency nada& jiarimileticst over the Lesaised Premises, or in violation of aayy of the torso or provisions of the East Leases. toad wiU not persit or staffer niy person to use the Lionised . Metes or ear or inpromessits thereon or to less situated for any purpose eo as to constitute the sane!s nuisance or so as to aonstiiato wade Lunar doss hem agreetatat ss •soon as practioable attear tom.meantime and denten of this Lease agreements, that it nit3 Mcsataeo or Dense to be mateeenced• and conliessoil with reassestble .diWettcos. the building mon the bedstead Pnnises the said leonsessestas, all of .such building nand son- streation to be done and peribresed at the 'scale east and tape of Lunar sand to be done end perfumed top .and is accordance with, tba Platte for mob construstban, shoes mentioned, slam building and teonstruction to include all seams and all eater's gas sent ns casplately installed .. o as to connoct atitb the seas water mid of cat • sow serving. the balance of the Awed, of • Tar shell not be esteligatod or liable itt my reaped, in the httlfratg and constraetion send eagni -ping of said aforementioned e, tea► expend in seems of 4 ,theating all coots and espouses in eisemection with such building, eaustrentien and opsipping (but not of mesh living unite or sparteantert and Sae1rliog the building, constreetion and equipping of the owlessirs pool and dressing a+tm f tuns td all `.` ::•;-:,;r;z7.t.,1,19-' te37kt,::" • contractor's and 'entendtectos fees and enconiese It is bother agreed by and between the parties hereto that the !mindin, constsmation and eguip,cing of the said lien* units or ape., end the said winning pools and sty and ell other building and canstruction and napping none or per:bread on or •with reepect to the Deedned Premises stall be under the sae direction and controiof Isar, aS estpart shall have nto right or authority to directs Sarni or instinct any contractors sub -contractors matorialleans laborer or any *the perccm amicing on or in nusioation with the said lapses - seas to be enn-tee upon the saidlelrucal lies 2H rovided, however, that at shall causealt of some to be built, ecusetrectod and aquipped in searaiance with the said Plans prepared by Alfred is Misr, architects and aseociatess and si,th respect to compliance by Lem* with said '51nas the decision Of the said Alfred fs autgao, :<.reltatticts char be final and binding wean bath leurtisa here.,.. itSlipiittic MIL Sip-LM :It is farther agreed lay and between the patties hereto thi evrt have the rights without tbe prier written convent of ihmeort first bad and. otind, to' assign this Lease egresses/ or any pert bored or to eabtlet the - whole or say part of the heed Premises to soy parson or peaty other than, • Lan ihrther agaves that uponthe cony/At* of tea said additiecal fasilitise tbat it .will.Sub-3*-and aubsaansei wta*Wert the s44 lintisens tst,40ttla' WAS :SU :1011.01itentet i1ircstsimaing pools Shoeing resemS fixtures and echipment placed SA or eon the aala Dusi Premises or the inenovements thereat for the full untord to of this Lan Agyeiments such sub-leasinmj and sub-tiotting to be evidenced by 'written ltn went in the fors and containing the enhetance or the fare of ••4retseent of Seb.Lease attached hereto narked ;ixhibit aa and nada a .part. hereof* end nrarpert does hereby agree to Lake and asset such and sub-lettingand to execute an of is the f!» and containing the eabetanee of the said hat Ssashed hereto and to agree to under and prefers all at tS tenet eosaditionea and pantisiene of each Agreement of in y�,,��t;;,, SSy�st TOy+�wry{ nu. T�.YI}I�,.__�^ yv art hereby covenants end agrees that it 411 in a$1rot/Seta and at alltimes sae by and espy 'arm, eat and: all ot the:terne, conatins atri proclaims at the said Base teneHet and 411 not apses: suffer nor paean the » to 1e Cancelled, .tenciatted or forfeited briontee of asily violation tor hemsort of any Of the tercet icandtiatned_.or provieless of sad Sea Lease nor for any other meson than by t e exparetion of ths.tone of said Pane Saes including erg exterostenCr rent thereof; and in the event the said .. .:. aIas tease than bet fry:the tity of "t rx ort. $a ebi eaneelledt tereinated:'cre forfeited because of saw defeat Wader or a Violation of the tee, eanditioaw or prerisiens ot, Bad `uses least tMa reef to i* to Lesser the aY 'a innatennt in the said suiraass and in Ay and all r J 1 won the Denissd Premises try Lenart aad all coat ana waned wqminded by lame la the buildings r 83an- and equipping nt i tna said living unite or apartatentat autraning pt*ti, dressing roma twilit/ea atsd sery -s ea: all other or additional impromante , ctt an the Ionised ?reales rs eta weents theretofore maid to Isar tot Newort, attached hereto as AP 'r1P' 2 a hp* sad Was en,awLzn Ulna COMPANTA 3 sleet lit* tanysiso. opirperettes toith Its iirthdliett atm lat Plan 4 a business in the GUT of Jean, litasiestppi (harsinattee sand aSitio- 5 leeters). oeld =MT dOrrait, s OSULtartdoreerpesation (htmdswitst 6 watt rsitelseseew)t 10 11 12 13 14 15 16 17 18 • 19 20 21 22 23 24 25 26 • 27 28 29 • 30 31 32 Sub*leosse, underemit, Virtu* et* eertda written law easement totreea the City at Seeport lam& California, as lane mg Co. lessee a; lessee, entitled sthatopseved Property kat* MOM *ova as nises as amended ibereisatter aelled the obese Leese) lased mud rented from the att ef **Pert heeds, Calltertttoi, a 'attain tract at Iwo', •at whieh the Immd hereitatter decuril*4 le 4 part, located and situated **Airport Itssobt *rant* antri talifterda, mush lassbeing for a term at fifty (SO) peeps from thedate thereof end Wag of record to freak 225,1* Psts 126, of Us Official Isserie at Orange tbeattrolontersdat and iffintati, sub -lesser and Subeteesee bare Wend late meageteaant eltb44**60 4".4 datef 1954,(hdrelmatter Ohlleatesagreasattutte4, 9$4s), *harsh,' Sub. latter leased fmma tb4wsa t. berS00049114,010 "WNW a Wit ibla Ina the date of WA goilittett dated assaint. vatt star proved lad -tan& vberelptabsissear agreed tomtit *Mann and equip •certain living units or 'maxima* and a suinatad Pool au& thorn facilities upon the 1mnd hereinafter described awls• art" the osorlotielt °el"' Maud facilities to re -tines au& re -let the bersiafter deseribed,land, to -- Sather with the %militate, ceitadru: pool, *homer teellittee and ell ether • is*reramate the* ette*ted thereon and togetherWith ail equatement Chet met famoltere or. tarhiablaSs) thin located therein Gs thereat, to Set-liosee Isms the terms meteenditiset *et forth •borstal sole WahAts, al of said livingemits or apartments mad the swimmin41401 • shower facilities gad all other boproveseate proposed to bate hestbuilt and emetracted upon the hereinafter described premises Uwe been completed mad squipaed• and are reedy for• eturepanart .11 Egni13,7 -..,.7.,..f.:;-FIcIrt-1.7:fe,"...4t', ^ ' .,..).V.Ir:19.r.y.^...?::17.gkii..11.:.7.-:,:-.;,. ., . .:. „ ' . : .... . atvicig.titi Z. 2 3 Stbeleaser, ter on in econtderation id the Mk knit rosient. ent 4 neeIfet elet eitvef to be end by inbalason Bak kabaleseer, an of the So 5 ants M mereatents let antabsed es the pan Of eub-leseee to en, 6 inlfillei mad arra& her lot, Vann eat demised at ler then Preseets tree 7 let. least end denies. unto Sub-leesses 04400 StiOAHH4444 by then PANW48444 dee° 8 hire seat take from Subslossor, the fillaniag desearibed real estate losated ant 9 eiteetbett tn Omni froultY• hilifornie, together Vint all and eannelaft take is- 10 provements end finnan thereon situate& a to be eitlestod atleel nee Oberted 11 the cadets of Ws sub -Ines or sty aneasion or sent thane. tonsitt 12 tut sorties et the isassisali nat* severed by the ettabsprend Propearty kasse, dated Warn 24, 3.948, between is Oily Bevint 13 lannit, as lessor, an in MiPolte UT rANT, as lane (retaordeti is Book 25611 Paa 126. a Ottleld leant of Sage Contr. 14 (»ifersia), aore patieilarly deseribed as follows 15 Z.021211 ftstenteg * point la the United Stan dovernant Bulkhead. 16 iSa between Station 1,19 and 130, as said leakitast liras as astabli by the ifteted stone ingineerso ritneo 15,36. Swab de 00 yen 17 274100 feet from end station 1301 then. Mirth lle 004 162,et_l_e0.00 fest, to the flee Paint eit bathe of this deedilyttehi ear 18 Math 29. 00° lost 110.00 feat then* South ree 200 23* bat along a line wand to the delifornia Sten hien stitainag th. Berths 19 seat, Atlas mot, thane nun 20 000 Vat 190.*8 fest te 4,V,IM, 125.00 feet Sorthresterly of said Wand Same Born 6111 004 20 flee aleng as line Wallet tpo said Buineed 24000 feat theme 21 South 29 OW West BSA* feet: thans. Borth Wr ow soot itasoo ten to. the .Trusol.st ef liegienings beitanthe passel neleasstet Parcel . 22 No, 2 1.ti the Sot asp attemthed Mane sae made Is pert hone; together with ell builtiade, seining nolo. ohm* and all 2 3 esusipment, than net thersin situate& an together with an other inprovements and all rights, privileges ani npurtosenets thereon% be say wise beloagiag or *yarn/able. 25 TO RAU AND To MILO the abeve-deseribed 'retina together'elth all 900 261legultet the Unhinge, inprovennte, elseukee, estipment Masted or te be 27 ; sinned thereon during the toil ton of this sa-tesse se horsiatetter specified• 28 ansi Inning together with all of the rights, privileges and streertenestees 29 thersamte in my wise baleagin or oceactolediag tall herstsatte ssostbsts referred to as the adentest prettlesen) =Ito aubelossee. for wad daring the tern 30 31 ectut0414 for is Artiste III bat, =less said tom Shall be worn terminated 32 as hereimetter provided. AO e 40 • 13 SOW01.1* 6 004440034661 tiOisUbm.040.46$10:11d046066. to poyteSolb4osori sot or MSS* Me So Us or Woo 4 pitOni4 1. let for Sob* et polost* SIMO St SS* nobrieso et the ettos4 Seatessor la tbei oef 61.6st$4o n sois oche 4soo 0 Oust as ete4aser Sicr from timer 4204° orlitsbi or On bit Wes tbs ) St st. , '4 to et betOre tee eeit ationediso iilostet Sue itheosallor twin tho tU * so bndasttn orstitst an& onvenst* s sum soot to MS* y bor is lioted 060 is* for tba IS poosfdoes saiader hos So SSW* tikeieetig eeeteti foul al 14 Wa� sod orentoost sr toy 1st tbssoof* toasilso sesty 15 Sossonits, flotunso sot ogotsonot 3S4610o of sot 6 osisoetkot 16 th set& Soot seises (mob rottel bleat* eeellealeter ossotthes *allot 17 fbotto It*00)2 sod osoth ossabIty Saststbsests itt Bodo Sat eistions 18 W site SI, Oa tad of tbs ask sib with stops* to adels sub. • son *Ili bona soolvod the 1SU :stuotpal aS aft the ointosSet of 20 sots et !3sit Anti of 4 pis os sot 21 Vol to (stennit *et tko sodusin 'bets ef oak pfttetpal sum boa 22 , 19$61 itt ibe ate of six per oat (0) 'ye slots 23 tbo, 061*80 sat at, susessidot 510 oasis* slit& 24 ;.th roopoit to olioh 4e4ot000r Ski hors issifisd the onoiat **os spositiset* • ovatinin te 06,04. of 0,.asu limo. ot; tuts senst. et $.00-140*. alt. .... .26 fusolores 0 146006 befool; the isiSta bests isett obsti be sotood io .. . .. :. 27 . . .0 4, . pirs soslonsbio•• oiebotional;yi. !sotto 28 fesS .: •.. . . . . Slot 40.this",.....‘,.......frey of sob howiry. ale a :ay thoireaurf . • . .. • 29 prOoSet aboationt bsi sods fee eorlatet. it VS St. st eta • .. 30 31 32 co say ostostos sorsa thertoot, *Sok doll Iss Ise *0* stsfl 8 9 10 • 11 • 12: • 1.3 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 • • • •... • • •• .• , • : • ' AMINO III. • 31111 Ihe ta af this less* is tar the period Onlinetne n the dote hereof, te-wits * 1$541, .s *Mime with the of • tales* this lease shall be seven terminated as elate •heels provide& tar, AM= rt• . Imps Aosssitspanp genitals dehtstesseo Wes to per as edditionel rectal ter the demised premises' All taxes, assessaiste aed ether sahib; cleaves, genera asi epeeist, all water retie sad other impositions. terworal rai flan"' ordinary and estrsordieary, .1 every hind sed ehereeterateteeeror Otte Aar be levied, assessed or imposed won the demisedpremises or any part thereof' including the building, end ether inprannOnt* at sny tine situated theroen, er levied+ asseseal sr impasseteen the interests of the Sub-leeser is and under this lease, whieh may 044VU* or become payable after the effective date hereof, all of which taxes* levies and assessmeate stash he pale tr sub- lessee before saes shall become delingeent. Section 2. tab -lessee savenaeful aid ogre*, te PAY 41 War, 14/1.0* seassenests and impositions imposed upon the demisedpremises before see obeli tenon* delfigeent sad is any and every event Seh.lesese oevasente aM areas to allow ao liner enambetmes to attach to er be efliee4 alpine% se min the domiletiornniin4 en antoUnt 4 or by virtue of *41, ismopsirmens, sits pirsout er ineaffielent payment of any sash terse, levies, assessments er impesitteest PBOVIMO, MDWITSR. deb -lessee Shall have the right sad privilege, either in its eve/am or in the name of Sab.lessor to outset by appropriate ligal et sealaistretive proceeding* the levy, setosseoet or eellretin rf ar ralik too. tory•. assessment, firteltare, lien or imposition provided same is done in geed faith and farther provided that lab.issese, prier te the date gush tat or toessitten le due sad payable, shell hers imdemedfied Sub -lesser to sash meaner aM with met aegurity as Oub-lessorney require mot te tweed els aM on -Ulf (1-1/2) tines the *mounts of se* tam, sass4404011, levy 22 23 24 25 26 27 28 29 30 31 32 en less, net or slater for charges to psx so oliflos sad 'state et **emir at tato d meet Inane mitt rho twerrootosts or enettorsei* t by arbAsisseit of asay toad or true the dsriee4 prsns. Santa 2. party ,brawlver to 'use the ti we or purges is Violation of the 1 r1ea. the state of California, er the ordtaaate_es other aalosp* resala tioas of an svatsipatitp es ethos tssesaasataa body or nary lariat farts- diellsn nn the devised premiss or in violation et may et .the terse ass. titian er prevision of the said Dass !wear, aes pewit veto oair parsed to on the tarred Wens * or shy Wilding* or ether laprevnatts tbSSsa situated tor eW purport so so to osastitate war t *Means or so to ssastitule rests, eat al as. acne that it rill at all tines Win the st this )want of us► -less icssg tail taint onsets aid stay part 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 1.7 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 thef�{a,,,�4,�, gBii RlYiFi f' �(�,,�.:..... *q•.�,i+�L.Yg@�Ya{�ttts e Malted ne tall tures, fixtures and ether trnmreseste thereon at aay tine sitestabt eat rr el p be aad are nga$Yed b ubrionfol enthrrritts's mdth tersest. to **ae d fife + i.sed E�reerieee by rab-leuea . o s rdllad sor be rate miessea ry 9 tks ar bold s.ases rd 2 btraileaaa at aatll tlaoee a riaet less, aae�s as epeeas b reasoner the laeltnrq ee to de: tn.or rewflt,: + . eaeeideat ,:loss or dung, re aveliled to ton* or properly. el asky use tan say be tide et the denisred Pruden, bf amens of or (twiad ent of slir WI er thine dim e" omitted to be done upon or about the sett premise, bg soy and $lt persons ether that Subsists'', it. sartorses. *desk er rspmsaa tier Se the prwisieue of tisotion 3. /idols RI2 agrees that in sate of dap to er deetruetioa of e ae>a the .delta psis' or the eduiptwat.:turnit re. thereof, by fire er other eateaaltr, t% aril.], Proartii restore, rebuild at mites the sane to the or desirable, provided thatupon theomelet re polall'g or arts , ibe ttol, vats of the rose shalt seenowitamit rental velrao of .a sash fire or ether nasal*... as tma sas+rs s aas�rm ash 12 ov dosivab1o, it babe tit ► aesi th + e111beams, the 13 7 .at the ns and way be asps e dt of is *sib r eo i�sa 14 lnos My dams boot. Without 'in emy ar lfMUM tbs rights of !fib-11* 15 a dos the leversing movvlsioss of this ssetion, all instsllatisss a 4itsa 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 without .se4j.n. to the tesval 8 the 4Slesd as is bbs sans s iessos shall not rem ray builitsi o>p tulltdings, ov °Haar ineverosents or any st, toaaitvnro, fornishivers . or Mates new or berserk* le ted om tbt dem4I4dbrealms asset far the Soso st “platifteg the sass with a bsildis g Qr 1114141210, or vas, brironsents. or ognipeent. flaaaiters. iermishr Wags or fixtures, as the Gass Wan, 'Asw s. a bias. to to andf ev fair vestal valt*, leatkh i+hyeiosl and seas: aaie, sot lose tMs the ,fair pb sieai mad osmosis Aaiun sstfor Vestal vaales ed tho sans so moved., sled enbrIeseer shall forth,* with after stash veisvat. sheet. ooaetrast. osarlsts, plaace epee oar. lathe anion premiss camel not for anea aer b*341ag or buildings. as othsv i Aron•• 4 5 6 7 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 26 26 27 28 29 30 31 32 as the Sea sr tr. AltriCtial tee** 2. 20104.0sitio statinastitiel aga000 thairit Will at an tint at ite,::$4. tat ad -itareitoo, keen the lastialig or betlilbill tM *tartst reel ether ttaptationete oft the tsitsittd prostoes at the atintants :1thareat ban* sat tot or than 1107 Est end against tel. or Mean tr int. vita tetra. ter on hatited ets** woo at MSS Or :Weir 'tat tatitalita oat hoop all ow* test*. in fit tore. east attest dorttig the *airs tarsi of tat ititootestat. Swat politer Or rtilialit teeeeeeee reett her riot, at Sulawletittlit gotta, meat tt ,ateeetatt otattr par cat (80..) to ttertat Otanta. or Blades tot. awl oithostini be at rash tottatt tooter shalt ratitimaahle vtattre. tigstrette torthiss estatiate tot Sits that It vili, apt the arias vottot d tailostater, frita Vat pritavre, at tte salt tat sot aratite; tamatives asattit vaa hassitht ti the toottalnit heatta4;*. * eat*t peg ae4 !thee terratioanto, sat that taalittoirc tereteb• tug* tot ttaterse ettaniatt as Sao teritatat State art .41111 hoar toith thettaite ta flit test anst: otteet all Altos thareittaireartne 00 tat 4. ad* luto400ts. ..ixaert as h*lestattay Its flats tonna sot iotheratit porta. All roe *ants *II be arocated. tea ,a totatiatitte taanireat�. ties* eashouttoit ratatiatir tattateaterr to tbs StStettaer tut alth'ettrit .40 ita Itattieso la the State tatiteantetate thelt. ortrolde tor trattat ot "Upt thorns/1a t. antowlestatt .aint thiasitavos se *it napntln tateroate *flair* an& tiat *tie* or cortttlatosHorteentag *mph taratase *belt be teltOrati • to the tob-lasoorsi "b. On31,0141/020et of the tee hereof, tag routwolo thatamt alholt be dottirered to tit Sah4tomat at lase nine* (90): tare patto this atentratton dates of the rovratittri petit*. Sotto, 2. Sabelitate ettl at 41 tins taa'tat the t dertaioa any satiation tAitiatoval.lisreate ii1; tta seta Matta stattat :oat sad astatatti, for the altesit tathettt of tah-latattrane ttekaiteasa. leserel pout !aunty ita 4ifast cupsti ter ratted tettal, toga el Teener'? OSP* ,oetturrinet tr, ot ar"alwat the ittit**4 Otitis* et prontr. 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28. 29 30 31 32 v.tJ OtittrtO, .4100410 italsta.00:abibitbdi4. Ibto to ioaral:rratoottai *lb a Sett ot latitato taw " • is (400$006400) in arapaili 1. Walt ti .41.00 dr • pen* A11.4 thOi of Apt An!' :Sitio SO. 141411,04 Suitt& -ban 00.009,00) is rasast oar :SO saattOti, *4 the *1St of sat ton tboo thea0441.. Sots* bollart ($20,0004.0c1) 1st resod to.oroWsity8S�.110,40. foratob vith 0011.0. Orttifttats ar litonittos let testa potter or tioltittothi Stetift tilt slow et nib .slab tb. sae of Abe lataria. tbo ismatat tostaria Saar ash owa. pens 418 tbo SS or artractto* at soh ouob ottltoy* ant attt tns Us to Sal Santer roattrit Oatietr -06-inoor Vat flab flite or pollSoo exo art to•Attt Son. sad Sakti • SoMet ' on* 00-1**** stou at Nfl 41n Sent: Peat • fat nit" AD inn, 1St 1144i4ittov intaglios pool or ,the totorsoati oat tbo • orottast, torotThar.# foratohtoiro flatuato tad to kSp So flea laoaat borebbatotto priatteits or to fated tararooso orpristosis borettartot inart4.4 or to aro sta ispisses* .St 'outitability toornaiii %So tams Sy at tts dnttnpros. or rat atilt 1titatt.0 si' proaar* slt. orprot.41. oat :oar Oars% rata tottrobro trtbe Sta4.040. 1*t. alt atititizool raitat ties the itawlarge. to S. 0464.4.0r- oart " tosost ilittettms ortag tor 1444....n 4. grabatirsor tooth* .Steratt.: al tho Tote *1 stare oat (0) Os Sot San So tato 4AIStrit tn tho atreamoot that lama. br aoloitaror 'so robsittosoo, iattlagt ttattl title neteratiidi 00401, 91,0Otte. to Sot is Sea OS OS 1.* Se OTC (5) flor. Otto the inasoasoat et 00 Is Santo Satabooto atilt Wit* at 400S*** taste to St-isisor, Sons.. oprrati4o0. oat as an rotramtli 10.4 oda! • artt, ask testraw. Sapiato. tor Soh poraflot j soar to attertitto its tiustobbo•loto. ,st tha boilottat or Iattittas Oka trairammato -oat ottotriortt* Stalttatall turbtablast oatftaturo. en tt. tarlsit • Approtodo 'Sal to roar 17 tab pia poses Ski ittall to Mosta tr .040.0.4 tratjost oat to SO namable oarront of SS Pant 17 004411504 'I t is .haere[�q 2 hil n% Vett is; the aft sf less a 3 the st a o)Sit ter 4 is n40 ee.lui-iaes a for the o! at 5 tag the haildisgs sad ispsrvamaats rad este 6 fistnras. wialeaa . beaa. ear at 9 10 11' 12 13 14 15 16 17. n�. 18 t7 any sompotent 19 teenieeste the :Mn Lease 20 21 22. 23- -I 24. 25 26: 2? 28 29 30.' (ftg irad at 5 „or ) et the total rodused roaatol for the then ire 31 sod weed betwess tbe parties ►peltiey es vendee at taseresse paid aat Wes mebtateetis entlitettes e na tt4$ g_ er Sob.- tessaltmes, ferniebisgs see aestvend; orevia *, havareop, that it shall Mer the the i roilylows& it®o r44 or repleaains 'tothe afloat that the moat r°s beads shall at all times tot s ficieat rehaili tag or repiatoessaisi rad ee or replawertt, free non *sr runless _ et y et the $t . nsna, Y111.- at the denial l proaines cabeil 10 op .oaaolatpahile on, or 3l9On Seaport ease sal Gael ar osrtsrina the d*al .promises in any nsonor so aus to entitle the eorttaa hereto to any award ordanageop thou earl la that nett the ton et this ateettlase shell terainste haft the, data when pessonion of the dataloted neaten sisoli borequired for stall'di► . at prose or area the Ste of al mush terninettiern by the ease Lawns and say award. osirteasetion et istnages (horeinetter easatiaess canal the !stilt) shack to divided between $speatlto iatoesste; to be paid: to theash-ln► a,, is ea nee In laser vet menet to be paid to plus the thou present Taloa portion of the tars hoasot'tton the at. se Utilization: it is thelstestisa he parties hereto that the torgeolse practise ie intsniei anti' to fix thm 3 5 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32. set vMS *b-lsan �aU b. att*st ts rain On* Of! mak. *Sept no the that it fine sea ninfors Enonntas sholi nOssurin the .4assigios 'ealtained• igt titian Po‘lentor et 04 • •essoo Sor an talon ot:in datetntnins the .ronenotion proportion in and to 1310 „ . • . . • to Shieb thew ronontivOlr be *Stied War tint anoIle#Olo lave ot. :to; ottilors1z:‘1 p#0404-45#00#tAt4titott tot/ #t tbt or on theridiantal ben ationetent anthOritrso biking at *sit of Sai&. prenions. as the ..0aelt laef be- ASIOTat • SIMASOU•Ste Bann las Othareis0 sosendolialt Iteridad Itatoln, dinane to or dada& tiff MSC,* og the buildings* Struensteee natal and Star. bora* *14. kattagatt* futstitoornand isturnishinit area the &sin* traisittnto bir 1044 Sletionts it an *the onus Shatooartr. whethor vita n eithout fait n the Seslottoso, sal not toreinato 'aim iota o* entitle the entoilsesini to issiled prindsos 'or entitle the dido4sasei to • ohatnassitsf off at the tent parable.or Stein afoot Os rospastive oldidutioss se her/Oh. not !poet or. triton lee to tM esabrafraltelibt‘aiind• otil OM 1. • As narnipit• IA swan* . indottesee‘ WW1 not an' train .ot tonot bertonein b opention est ln, ar inuidid; den,• ant, Ple4. stember this onhoiseenet a intones* horountOtt fl»isit the igt ..• et tits weds, or en part *stint by awn* other thon'Sabelleser taint* villain,. in oath ease, SoleilessOto lilt Wit cams tint bad ad Sad, Solositooste. Sith nott4estor10 sonoraiG assignor or •Ootontro this case Or an innotost hettindstoao oath assigiosont orea-. lotting snail as. ten Sobaiesono inn an of its obligations herosesderaewa C4V:14,i 4. Ak: isb-lostoo oeVIIISMS its sort, be note a party t tido vt or spinet • 2 3 4 5 6 7 8 9 10 11 • 12 13 14 15 16 17 18 19 20 21 22 23 24 25 er retell** 1 1411, mcjIt:;,244,7, Males** er the dentaiiMent**** the* este MO* and expeatt4 imeleeteff elesuelets steer* is fess, ineurrod or topese4 lava S-14114$0r tty or in etedettette4 with th atittlitai 444 aloe Mall and will rey ell mote ond at", itelittlag ettofeeTts ten t *lemma/ be lastarred th eattmelmsfamet ef the agraments eir this mabelestre end all metsoots: ormatoo eta easonatie attorney'sflee shall ifpaidby •T41.144140, herein, he Set S. tional rental and Mal te a lemma ottiestietamied atteloatees to Met- es**, beetled interest at tbs rate of iaLtper met (6%) Per Sr free else be demi& for *ha nparaent thereof is made by sub-lmoor moo ritab-lemee. Use, ant the reneWelort thereof. lethieft osettimed in this Artiste U, sr, shall proven sub -lessor from volusterily teed*, 4 perry to esir tittles "am by or against Sub -lessee it sunk titivation vs44 at uld-Affilst eat leanest at Sub-lesoor in the demised *realms and is the t that 30-lessor *hall to teltatn,ilY tames s post, to 04, Ood Sub.lesom Mall *xi wilt my all mots sad tomatoes leedvaiaog 1.44044144 ttorties fen, lneerrel by or lama& upon seb-lessor by or is gsgsgin. th my sash litiffatiory AATIC1131 III. twanain oar kpatL1 VS -lessee apses to :permit sub-leasor auger tho metherited Ma" matatims of Mob -lessee te eater tas Maisel* premises at all reememahle. Leos during business hears for the purpose at inspetating the ems, Antlell TI= Olt 71,104.114 All,notiettee to or emends men Set-lossor or sabsteesto desired 4T,,, red to be glom tides of the provision bereof thatt be inwriting, shell be dewed to herotoes deLy and serf Orem to stb.losom it led W.United States Registered Mail lean envelop* properly stamped and 4ratt44 to mobelemor at faaksom4 4r,4sd,i1 er at wash otheraddress as tor may theretofore have furnished by written metiete to•Set-lesses, shell be deemed to bets be Only and suffiellantly Skeen to Mb-lessee 12 - 2. 3 4 16 17 18 19 20 2.1 22 23 24 25 26 27 28 29 30. 31 32 SabsimmoSSOWtharatiforo leave Via. xeesas or east asatjadlostlas or ardo Prorloonaftw .Grp. (V) aSalvor n atli aaf *sub.4 le' (4) /i by Aka for Sat4 's lia:Itst States ar' tf b mdtt .d its etas' sass S. onsal3► west, ll SU be Lard for tit at itsAlemitio4. Oars as sea Sas nand. to rsrentsssr int niarineta the voile deaeisso, Sresateoa as the tailAthast tarrovists, ariaatllas mil, sad flatose, *sr ttersafir lhsaAttasts4 flag , tabor with asr wtt orat of Sys sad to sot rase tad gat exit,us/Aram& farms loesassy to Flo set.' -loosoo owl all fires oeeuf i lea . as >19013- Iah glans as 1.the laappeatat of aorr of So, ®oad ileiass 4n Hatt :soetlon 2. aaY tlaia Brtiole int abort spostified, So SLIMass, iapraveaaate. melosdAt pod., strata , and Miss then aitmfa8 tn. ,a,Or vpa *id ,s asise 1eos msaik a to resort to Sit- aesor. stffi 5At-t*aoor etaall ktMTs l8e rtitat to oosiSia. to open. tM • ASS raaaiists aa3 is tos e sad St so to afl sopa Or porseaso Stake thmt to swilDora of tlae t mb opar tad b, ieoase or Wit. ts3tbomt taterte ea or hl a of on 'an or oborastit sad ail rasa sssad s°eteSs ressiroo Ityltata-ioososr from sastation elan Wont is ffitsit-ioesaer, trigst 13i75.1: forfeiture et the reas te be esti 2 ad the eetarate to In perforsood by dedo-loosee derive the t41 tern of this opmant. If defeat shall be ma tS eentroat, ocreoreacts ereadltten 4 or uskortairtne horst'% contained. to *ot kept. *boat aM Perterat by Sub. • 5 6 7 8 • 9 10 11 12 13 14 15 16 17 18 19 20 21.. 22 23 24 25 • 26 • 27 28 29 • 30 31 32 ".1estat Otter thee the retreat .or rat es hemtArreettiod, which oaneti *Oh doe d1,11gone, beoned vIthiC'e WS, (V) day Oetriod, sad if miles Monet • toritleie: that rave boon rive to oult-Ineoneo, and a Sub-leeten• pflot te octritritior Of ithitt7 (') aro ISM- oat attar the gni*? et suck:ireotide . • • tts.t toealutate: the :ant •ot: sea ethistalt ea vrenedie 42,14*Ctir eAS 4th 'releasiolo dtsoreta to ta:oe tert •step, 41144 agrb .teas; required. to, one outedi dette4t er4 does to rert,Ouch anfoult, theet:seih400tOr 041 loot Uwe' tea S4ht to ateliki,tiltt 'WA tOrit. Ondie4 by r0410t 0 rota defatat; 04,144, hopoeo. Ahat,Ahn:nt71,be 0 Any Wont% to TitOK toast shall nithhOerelead Ao,l1mit-or,reetrtot:tho 11.gOt of Otb4eiels110:00ttavo noll:ters Oudot. 044... ipedtto 411 !fits Masts *44 renOttle0 StweitiOr fors, other Ostanit net so eurt‘' hertiet a. the foritetre rintiolon ter the tenteiSthee.-of thth- : • ' tub4etcoO far len dcftoilt to of itt enesseits 04140 operateto Ore/tat • or mitetc:leil ascr other :retiody of Attb-letoor toeless* of ay of n*id "aromas : 4i 4:41 tht, $ablrogy c 0,i14,rOnt (4 Pity r4dvOra0 nf fttt....10otoP ade.•Ohereest. tho nvOnt: of the teertnittinn viiktIonno04 ofor0.02114 IOOSItioolo . noventints4n4groos to in4nthary &M sor.O hoirrlept.10-anoStirflOmO.Agy inn. rojoAng 114‘.w sn.0 tei441410i!"" a.Li "-mare ittsrginice t114"441 • : afetttl . • • A4VD170 rT.'Fv1474TrEe. A.gotietiil. So reAodybOrode. .ottterria eoutoned upon et monad to dubri1aeoigtAa.tl %ea aerteldire& eteolattre of • ehr other'reedy bet the noe' shall be rozulative aM tall be S edit/tie! to *Tart ether' role; etrin bereaudes at' ateofter alai* at law or to eke*/ :or try eitetutta. Arai null Pear ad, remedy ttlea thie ect-,tieee Stit-lAstise? .tfar tx• tweets* free thee to Shoo isM no ofta at eeoweiort mar Aria at "'row be delta& •espettiest. . $ darn or ieteit4ou of heb;steceer ezieratte right or poen 10 • 11 • 12 13 •14 15 16. 17 18 19 20 21. 22 23 24 25 26 27 28 29 30 31 32 frms isw fait stion inpulx en wash right or sewer Coustreet to be a vdnr et ser await dotalt erma .04.11,41S thersta. Seetion 2. b *attar at OW Want af tit out the esueste Of hag sub-tomuse *sal lie orawstswei, takers es belt to be it Seer et skisr east breech wean. seteterectos is. or sash to sag Ihrtitst seseeetisu Seek et the seue sestet Sties 1. *Ube the rights bents gives to resolve. sollest. Ole PIT eit tisbreis ter ow rout or rate, suttee es' pegeseste. n le Oates th,e tens, zureetsiess t easailtiose at file woh-lse, or to erre* the brew* weshourrencs Sflor, et S adss of orwsh right or et sag etter right or ready horsier ar otherwise grasta atatahti shall la ter Vac offset or impair or till the flat et power of slesser to tests the tnt hes* greeted seat must to Mendaste this seb-tesee n herds ositoi Sesuca et ass detail ix or SS of ses 4 the oevessate, postieleas or eoaditiess et this Amor, 'moots to sows • Illeasiw:tbs, omit tore hereto Sisal Sit b4S:temegistot. whether:* tonik•pc time, torefettwe er itt our abut 'sego seb4sesse ettestents that it Win at est stareaS sw dolt i aid 'invitee*, tnlndtaw th. butlittr. and ikozonriginistrAi *Inn and S fixtures therein aosteisets pefiechir tegm4essor, liat if totesliessee shell tkorsotter restisi poeseesish thsieSt, it -shall to test ot toretbtailtaiier of the promeLsoe must shell be Spat to 4i the entities* sad pyrippoion above' se* 004 to owns gat rerna, twhysiS7 r ethoraise, with or Atheist seas et in, er as otherwise Stet. ATOM* Val. •swap Jonas we. Ot the Oggehlatilki. egroceeste, seadistiows red suthesteldsgs it *is oubatesse contain& shun Sent ext ISM it ad be biudiegist the eat assigsm ot the vesettems settee hereto, the se eke it they .wer* OW* spositically nedgelf Sad obeli be estrum as towereato sosming with the 3 4 5 6 7 8 14 15 16 17 18 19 20 21 22 23 24 25 26 27. 28 29 30 31' 32 a,t2"?jPret,q;Ei t.41 oeitoirende is *AO toitherre 00 Per** hill to theillete sM apply tes oateretereprailath *0 ethaseelear aid acetate et oteiti partiess thatng heath montsionai *toil be eenstresta t grata or tuft tea *ny 4,:toroos or saes*, flat, torPetetteat *I ressata eat", newt than the sortie* Meta their eiteethaters sad ads*, Artit nett, date 0 privilege try-tirte. e 4tar oavortat, so* at, earAttion otr oadertaking is tt t esh-lesse tontsinod,, ATM= Mil. should teab-lothes aio. tine fail to dn ary of the Wage reanirtli ts tos done by it natter the reerrielthe hired oast ahead as Sheol% eentitore for non than a reermorible time after written settee thereof free Sub.teeser to Satelint asecifying the sertioelare of watt desalt, dedriateteaut, at ite ePttert, eat in addition ta any sad al% ether rights end remain of atostoesent atteh frrent, oey de or evince to be tione teach the er thisp se *Al be reasonakty neeessery to one aseh defealt, eM a rearametle anount et emy a wended by sub-leaaor is sou therewith, shalt be so oath addttionei Steal as sub-lesote to trab;lieeer tearing internot at the reass of elm Pee efket 460 per ewes non Oho Otto emend far the repayment thereof it .de, in writing, tatil the reiliantra thOint • nem laic. ojtr 13. t 4),: tt ts here* stood ty sad between the retie* lerrete that this agreetteat of seslo-terse sad the said Mosement clot* „stew linth at� strreet17 eA sersitrienity wide atkieet to the or4,1 Thais lathe st* itt the tea, eaaditiana tad orriteiese thereof, oat no abject to the noddle Viten/ ef the Olty Ootoseil., or other 01110 setbority boviag joriedietion of emit matters, of the dity of itertro, It leash, deliforaa* as Peer** in the mid Sae losses eat it the snot the *Ltd tit/ at *alert *ea aMtl net give its aortal in writing by prone actin of itsestd Ott? oeuredt, er ether (*vie authority haring jortadistten of sea mattere, te beth tibia agreement OM the said saaenent dated 19541/2 this. • 2 3 Thts agii,000-44;04040**041 4so.14..00$040:10414100.40*. 4 to al la 4/ea •dittied : • • mit it -111Maillit. .5 ipans4i, at imometal, aaamMead ia.bor laboreas aM 400***1: 6 barato ibst,ibm.m01440aaalit 40,4104I-:. - 4;1440,01r* • / at ibismama of aub‘lasio allporma apais a:atta 1ails/11414 8 astawiteths dammimasial tWsh masa aM 410naatiAmWS1" .• 9 :anal* apalaV44 all ittaillsok‘,40 Orptrokightoflbik 10 'Sate aaabiamihmospamtirm seasente a *mail atom to Mosai4mOs 11 12 13 14 15 16 17 18 20 21 22 23 24 25 26 27 28 29 30 31 32 the sisals estate of tither mat,. 106.10slausdoss tort* 00.1 tin ea Mak* and aitial aossidayaMionfor tt10 4004mmftt.if Se -lento tt bin. and Ofl korai maim* a aislameasa albaisaer the sor! 4141,001** snot 3704740010117 tar ibm marmot of Ststa1; as arroided 107isiatie4104* mat 44* , momoLOw•19541 daSiAt.the astir, terSof time was male ma‘loaat a as, Tama' or astosoriamisimm044. jefificia W . *Mt $4,1400t14 904.01.to the terms aad p *eottba mai& sus Lean, aM tawywatiodt.mma a15p of beta boa& 001tibrisiSit 00Natar, arasstf aarramdtod Sad *Wan *14 bats thaptattatatirat that sotbisi Is ibis aub./OaSsstaismi all aborimm Sub4Ommo. ia de aao 'blab obati imam, ma, magmdaar •a title aremb.lamf 1s autlai labasiasmarto Iassaboii *abate is esti aimed Was,• an obs/1 Us Latent or ettaio oS amb.lossaa is said dasodoramia be 1»sr Woo* te mair Aids by sat ist lin et ilasethamisti, slow b olittien 4 Is ea by virtaa at blit.saPaslos or Impllod pooloisoli try ialailasses. at maraiste Se aa 1tm"e" iMd 41"°0 Ttnata. 'Snag gine sn iisinten a ses lams shall in,* jar smaisedva loseabold testa et shtb-lismat hertuallita eat Mhallimisll relmatbm asklattiost amberitasta to the last Una sat 'right of $0104,a010 laud* it. laiselmad *Oasis sa4 amine* sui tSr 11111404* and isomaaamis amen; Ism, lOWURR; thit-S10.1048.0 vc-77,c?fl; test i lifter doiltot 2 if 30-10sors. ;prior t* tho tins tenths dat or Obligation ding: 'too to 3 tea lie that be due 8441a pomah1o4 shell otos to thotsb-looser oeWt 4 romoosobis ssoarity as am, hsacommatsi by aub-assoop met to nowt ost flt 5 4m40401g (1-1A) Alamo tips amount of tams debt or obligation diriltit 1800 is 6 soon lamor etaimot Um, to tans piquant thereof ant to ptIOSmimcp outs. 7 tn.dnun Or tartars ot the ientoe4Promloos b rrOOOO of hehrPhisharb 8 thirds(' Um Simi astormimatiousi tam limp or otalmsd Isa, thO tOtmt4tormo 9 10 11 12 13 14 15 16 17 18 19 20 21 22. 23 24 25 26 27 28 29 30 31 32 trned Atoll t asp ijudipamealrettiorod, with all propor oasts sad ohoramm And wilt ot its own oxpouos Ur, taa lies rased mad Taw sailist satiate& 14441,0P-2. 144.14* *40‘Issro5 shall tail to soAtostAkmiogliAltr if SS7 lien oracles& limo MO44ie ceouritr 44 3/4/44osor to imirmusheiheei tasroof se to immure corms** thoroat or hootmg oommemsoi to itmortOst the to**/ alla hated Eivou suet menurikrimbell Oil to prOtometo osOS Oestestyitb dilismusos or shot" foil to bna tho seams ritomemdsod istialty est liAlsost toste theorem, tWm**Wb4Ammor Misr, atito 40otion. Ent eballinet be ret"s" so to ao* room ar tiootogegtsueblion, OLoim:for Usa, with bbs oat iu its discretion to mottle or compramiso Us 'moat, mmi adimommiLtr Sub-isosor for such teams non Ws tome* etittottow 0414 Or dub -losses to hub.losee: hearted imtoroot at the( rata of sit POI !Pot (604.ser Amens from "Oits dat0.4SOOmkgor tn. repayment thereof /0'mM*, *A mOtt4n4/ MAUI the poromat theet, *MI ni4srutisga) sestina I. the **Stour of IS osriate Articles of this temb-losee lee for comerenienee omig WM not to be; cemetinsed ms part et this etb-iese• and seal not Us onetrmeg as dsitmaog or Limiting in BS/ why the **op* 0 talent a the PrOrielons barest heettee 2, 11 Any term srprovisionof ale substat* shall to any Isnot be kstt Inreild ar itomforeeehle, the !atomising tem ead provision, hereof then matho fsated thwart hot *soh term and provision hens: than be Tait sod emu be mefeased te the fullost sites* poroittoi 17 IOW, (.,..,4-:;:-”--.''.7fr.V17;:" it • 1 2 3 4 5 6 7 8 1. 11 12 13 14 15 16 17 • • 11 MUSS nips* :1110 016401*... Anti the fkittitoSen fl Winn proutgitio to snot.* it thoitononottist Ottionnini soot by tbetp rosposittre, Oita tbonvonini duly -sothottiooll not theirirootpostin sousato • SU is too bononsto offin44* int totlitatOti: Ski of oMU bo oonnitiorti on orient fOraltsosoos, PAO Of tbn dor wad. yost -first bliribabeff writton. 18 19 "bite% 20 000111, 01 21. • -61 tde• 22 A. R. 11$4'0114Mimisto. rano Ist sad tar late sit einnifif thoseizi okay ftettostmsedsat sweat snitupy opposa, 23 - 24 Sonnet- that ossoittnt Ike ;titbit Inotmont, oni toknovisigo to at that ek ttrOnnotion ontentottbs %titbit insistent Soma% to s solution of 2:5 !SLUNK of piston. . 26 ir Mass inutpaat bat. benvato tin sir herd and offinta Mild sea the ity satt roe in this oottiflosto first above taittel« WAR Lin VEV1i001 WW1, ' 27 28 Baton Gila is as for 29 told Ovotty tout taste 30 31 �sr3 Se as perporatien ettizseatt4 t te a a°*want ism e£ its Sward st D*netnst. 1 ss set _brad wad string sr ear ix l xls ssxtitia to first stows rr tt . The CITY OF NEWPORT BEACH, a Municipal Corporation, as Lessor under lease dated March 24, 194e, and whsrsia :NPPORTSAX COMPANY * corporation, Is Lessee, Covering certain real property situated in the City of Newport fealai County of Orange! State of California, does hereby ecnaent. to the assignment by the Lessee tinder said lease, of the leasehold estate thereunder by trust deed (hereineftsr referred. to as "eaid assigneent") in favor of Atlantic Cite Mesta Company, a Virginia Inauranoe Company, (hereinafter called "assignee"), to seeure a note in the principal at of t300,0OO.00, and other obligations set forth in said assishr sent. This foregoing content is made end accepted upou;ant Subject to the following oovenantsand conditions, to wit: (a) That except as herein otherwise provided, said assignment and all rights now or hereafter acquired thereunder, are and shall be subject to each and all of the vovenanta, conditions and reatrietions set forth in said lease, and to all rights and interests of Lessor therein, none which are or shall be waived by this consent] and (b) That should there be any conflict between the provisions of said lease and the provisions of said assign- ment, the former shall control; and (e) That if the leasehold estate of said Lessee shall be toreoloaed or otherwise acquired under said asaigre- ment, the transferee or transferees thereof *hell thereupon and thereby assume the performance of and shall be bound by each and all of the covenants, conditions and obligations. provided in said lease tobe performed and observed the Lessee; and (d) That the undersigned agrees that it will not terminate said lease because of any default or breath the". under on the part of the Lessee if the holder of said assige• ment, within thirty (3D) days after the smite of written unties from said Lessor of its intention to terminate said leave for such default or breach, shall either sure such default or breach, if the same can be mired by the paring of money, or if otherwise, shall undertake in writing with and for the benefit of said Lessor, to keep and perform Ill of the covenants and conditions of said leaser provided therein to be kept and performed by the Lessee, until such time as said leasehold shell be sold upon foreelosure pursuant to said assignment, or shall be released or reconveyed thereunder. Dated) STATE OF CALIFORNIA) (fl COUNTY OF ORANGE . ) On this 212.day Of 19544:befOrs the undersigned, Notary in and for said County and:.:: State, personally appesrtl tztn c knewn to me to be the Mayor, end . .Siiev7T , known to me to be the city Clerk, of THE CITY: OF b;EW10 T BEACH, semploipal age,. rt 1951t. CITY OF NEWPORT BEACH By t 4 ayor By ,--fee) {:---7-t-);•-z:-P City Clerk .2. `1"r!'r7::':'Tit5.1C;j:#.1`;16tirl".715. eZ-7.?..cr..77:41f;',WMWT;T:r).nrPr"77C:r79r :"4v67-7:'eF corporation that corecotod the within instruments kraal to me to be tha persona who eatarotod the within Instrument on halal of the munialPal aorporation herein named, and • aoknowledgod to ne that ouch munieipal corporation executed the same. wrrisiESS ay hand and eaal• 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 CONSENT TO SUB -LEASE The City of Newport Beach, a California municipal corporation, as Lessor under that certain lease dated March 24, 1948, entitled "Unimproved Property Lease", as amended (hereinafter called the "Base Lease"), wherein The Newport Bay Company, a California torpor tion is Lessee, covering certain real property situated in the City of Newport Beach, County of Orange, State of California, does hereb consent to the sub -leasing and sub -letting by the said The Newport Bay Company to the Atlantic Life Insurance Company, a Virginia insurance corporation having a permit to do business as a business corporation in the State of California, under and in accordance wit that certain lease agreement, the form of whl h is hereto attached, marked Exhibit A and made a part hereof, coveringthat portion of t e property leased and let to the said The Newport Bay Company under the said Base Lease as is set forth and described in the said Exhibit A attached hereto. This csnsent is made and given upon the following terms and conditions, to wit: (a) That said sub -leasing shall be accomplished by the •xecut on by the respective parties named therein of a lease agreement in the form and containing the substance as set forth in said Exhibit A. (b) That except as herein otherwise provided, said sub -lease •n all rights now or hereafter acquired thereunder, are and shall re- main subject to each and all of the covenants, conditions, rights, duties, and obligations set forth and contained in the said Base Lease, and which said sub -lease shall specifically and expressly so provide. (c) That said sub -lease shall not In any manner affect the rights of the City of Newport Beach, as lessor under the Base Lease and shall not affect the right of the City to demand and receive reut, as provided in said Base Lease. (d) That should therebe any conflict between the provisions f said Base Lease and said Sub -lease, the former shall control. -1- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 (e) That the City of Newport Beach agrees that it will not terminate said Base Lease because of any default or breach thereunder on the part of The Newport Bay Company, as lessee, if Atlantic • Insurance Company, as sub -lessee, within thirty days (30) after the service upon it of written notice from the City of Newport Beach, o its intention to terminate said Base Lease for such default or brea h, shall either cure such default or breach, if the same can be cured by the payment of money, or if otherwise shall undertake in writing with and for the benefit of the City of Newport Beach to keep and perform all of the -covenants and conditions of said Lease provided therein, to be kept and performed by the Lessee insofar as the same pertains to that portion of the premises covered by said Sub- lease, being designated as Parcel 3 in the plat or map -attached to said Lease Agreement marked Exhibit A. Dated; December 21, 1956. CITY OF NEWPORT BEACH STATE OF CALIFORNIA COUNTY OF ORANGE SS By „7 , 0 Co`' r ` yor er 0n this A4 day of December, 1956, before me, the under- signed, a Notary Public in_and for said County and State, personall appeared Dora 0. Hill, known to me to be the Mayor and Margery Schrouder, known to me to be the City Clerk, of the City of Newport Beach, a municipal corporation that executed the within instrument, known to me to be the persons who executed the within instrument on behalf of the municipal corporation herein named, and acknowledged to me that such municipal corporation executed the same. WITNESS my hand and official seal. Notary Pu451icin an or said County and State My Commission Expires Nov. 6, 1950 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28. 29 .f kapott laaS.. a. fie aieipal` esaperstteat -hereiwaflar d.dtsestad,`aa .:. sad the `savoort by Coapa27. a califarata 4eai7aeratian. are leaf ter dws1 • W 1lr.S9S8?8: 0117AUS, by a isaw . dstod nava Se, 19413. the lessor leased is 'this lase* thaw Sartain.:praises dosaribed asr PAZan.: 1. Ali that .artalm Areal property ..ltaa►ted • la 'the .01 . 0f Sewort Mach. Gantt of Asses., State: of. Cal t.rwls..denrtaed as • . follows. .to rite tedan at at •the iat.reattsna:of the d isihrest+erly 3taelondatioa of as eater Ware of Ovine Acmes as en the as* of .ths.ti*tt:. • Addition to ,vespatt deists. r000rda intook 4, page 9d.et M .oell Maps, . nerde. of amass 9aaafi. dsltfprals,:.wtth the:daitsd States i al Lithe between hatted ltatss:.10pithead Stat1o*e 129•aa4:130. ep oath 9aitad States .laml:th•ad L1as :eat Stations:aro: ors om 'the hap..>¢e'$ort ay- sLwrlag Raba Limos approved by the In ante ado da ry.l8th. 1917. said paint of 4saianlaet testa aloe lama. some 110 32' :31rZa•t 1391.t6 : fort fro* :t4o auras anon to soot *. 27. 28. 33amh; 30. towealg etas , ... (6) Ssuth..'Rage to (10) •ast. 5.. b. 8. A he. renelettkeseireeereeld :.:.. point of hosinaire t slams said lhakhead lino Swath 61a S0' •duet .227b.91 : feat to s point, (auetd.p.tst tsars 830.23'.2S• 8sst 2291.16.feet fra s the senor sasesn to said :Seaton 17. 20:: 33 eased 3i) °. Saco hertt 290 00' test 632•07 feet to the Sootbsrly.line etths`faltfaeala. !tato $fit thsan Wssiorly alas the 5satleaiy• line 'of aai$ daltfetaia 84*4* algae".to its:iaieroeotism with the deathweetesitProlonSatten of .Wkle costae 1lao af'laid Irvin* Areas ant.thesio Saathaseeterl7 alasalt t4.: cater lie* of said Iatee Annus 132.n feet to:the petal Of D+1it>Aat .. • fin=:BLL 2. all test artal* real preparty situated is the City .1 gerport '.sae. Bawl/ et ilia g. • State of Qallfossta dawned as follows, to wits lieginistao at the into teotiea s[ thaw law ttannt l_y prolossaatin of the ante lino of Una Arena as eaav a oa the aerp ; of t si :heat Additia 40 Xeer rt iisial►ts. rsaa dot 1aIce 4i. pose .9 .-:of. *ins llaAsn des. reseals of Orange Csroaty..Califsraia. nth the .dated States altheed Lisa leiwoa United Stst.o 8uliahoo Stetion 129 cod 130. se sell Delta Stater. thahlused Liao and Station are oast es- the AO? a Coupon Say sawing Zsrtor.Ltaes. *epprstrsd W. the War lepartanit iamaniry nth, 1917. Bait point of twin lea Wing.also looatsd Barth 110•52' 30" Boat 1391.86 feet fry t*e senor Cala to satin. 27. 28. 33 set 34. le+rirahtp Si: (6} South. 8aaao Tea Oa) weat, S. a. 1. a6 M. raatia g t eemes free Beta petal of begiaating aid. irl Bate bulkhead Sosth 6I0 0*' 1..t 2274.91 fool to w polat. (end pout i. nth St25" 25' Shot 2491.14 feat fraa tbe.area unison to said Satloas 27. 28. 33 and *ham. South 29 tom° hest is • ae tatersestion with • lies. said liar betaas Sig tat leat*sastsr1y lateral parallel with the Lis* estemila tress United Status lalkheaE- *taists 170 to Unit.t •s eta Bulkhead nation, 175 oe EOM. *eland Mass' axed )ulkkost Satiate Arnold at and Shoat a atora►swtd n at aerpart day oath rnia .hates dsriar Unit t taenee. Sat9westerly Meg eetd parallel :line is ta intersection with the 8athw.t.rly eroloagstin of the seater flee of. said trine Anne; ttsuaa asrthos.t•riy .Seas ;said lattneoat.rly proloshisitlest of betas has to the past ad b>Ggssiag. 1 I for %be tem ef fifty (50) ears fres Seotssflor 1. 19414 446 2 3 5 6 7 8 9 10 I 1 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 28 27 28 29 30 31 32 sissbittS, the Lessee Is !seines or yteldiscis es4 surrus&Stisi f the se& posedsoe; 00s. fasiS,0111 is esseldersties ef She paymeat of snit ether waluelle comoidsraties, the ressipt of which is moor sattorismassi, it is barely eased that the Lessee yields oaf surrendersproperty of the follewtag ieseripties a pestle* of the deedeedessedies, asd the Lessor beret, asserts the surrender ef the property of the falertostesfliss V400 444.1441 yresistos. deseribel se follows, to ISII Beciaatageh *point is the Southern lice of the 100 feet right ef way of the OaliferaIs State newer ORA-60A1 in Orme asuutf. California, n14 point ef becinnies bete( at right stales to insist/ere Station 74 95.46 in the teeter line 0 said hicbser thence south 150 381 30* east 44 feet; thionse zorth 7414 21' NO west )4 foot; thence Aerth 150 38' 30° issi W 404 isioressiisa with the sail Southern lise ef the State biessey; thaw Swabs easterly alesu odd southerly lime to the eclat of USIA& I: viT4a35WaiRACW. the City of AeOpert beach has the day dHits 04ePtormio 4444 to bs timed nerd its aerostats see to be Affixed hy its Stye and CI* nett tbereeste duly estkorlsed by fereelalies ef its -City Omni' dated the 2210 day °fief. 1950. and the loner! Bey Ocepeny has eased Its 444Porste ass ti 440 Skase end its eorperete seal to he office& by its? cad iwerstery. therewith) Aely astherIsed .11l-es of the Asy esf year floe% See writhes* czet /1St Si city Olesit lifrOit117AsT my P mita% _ WHEN ,RECORDED, PLkeASE MAIL THIS INSTRUME O 82-392898 ATTORNEY FOR THE CITY OF NEWPORT BEACH City Hall 3300 Newport Blvd. Newport Beach, CA 92660 Order No Escrow No 115 4218 VG Loan No $10.00 Recorded at the request of FIRST AMER. TITLE INS. CO. 8:99 NOV 91982 A.M. ORicial Retordi Orange County. CNaMMa 044_ Q .1 oR�mdar SPACE MOVE THIS LINE FOR RECORDER'S USE Request For Notice Under Section 2924b Civil Code In accordance with Section 2924b, Civil Code, request is hereby made that a copy of any Notice of Default and a copy of any Notice of Sale under the Deed of Trust recorded as instrument No.82-390085- on Novamber 5, , 19_82 in Book , Page Records of Orange County, California, and describing land therein as A LEASEHOLD ESTATE IN AND TO THE PROPERTY DESCRIBED ON EXHIBITS tt ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE FIRST AMERICAN TRUST COMPANY, as Trustee under Trust No. PLH-1187 and executed by INTERNATIONAL BAY CLUBS TNCORPORATEn, a califnrn4coapo anon as Trustor, in which LINCOLN FIRST BANK, N.A., a national banking association is named as Beneficiary, and FIRST AMERICAN TITLE INSURANCE COMPANY, a California , as Trustee, be mailed to Attorney for the City of Newport Beach at City Hall, 3300 Newport Blvd. Number and Street Newport Beach, CA 92660 STATE OF CALIFORNIA COUNTY OF Orange }SS. City and State On November 4 1982 before me, the undersigned, a Notary Public in and for said State, personally appeared Bette A. Hollenbeck known to me to be the person whose name is subscribed to the within instrument and acknowledged that she WITNESS my hand Signature executed the same OF - corporation PATRICIA PIPHER NOTARY PUBLIC-CALIFORNIA PRINCIPAL OFFICE IN ORANGE COUNTY My Commission F=p May 14. 19R13 Patricia Pipher Name (typed or Printed) (This area for off.cial notarial seal) FORM 116E1 First American Title Insurance Company 114 EAST FIFTH STREET, (P. O. BOX 267) SANTA ANA, CALIFORNIA 92702 • (714) 558-3211 A subsidiary of The First American Financial Corporation • 82-3928.98 • OR-1349176 DESCRIPT.ION - A LEASEHOLD ESTATE IN ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE,. CITY OF:NEWPORT BEACH, DESCRIBED AS FOLLOWS:' PARCEL 1: THAT CERTAIN PARCEL OF LAND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON.THE.U. S..BULKHEAD LINE EXTENDING_ FROM"U. •..S. BULKHEAD STATION NO. 129 TO.I_I,. S. BULKHEAD STATUON NO. 130, AS SAID BULKHEAD LINE AND BULKHEAD STATIONS ARE LAID OUT AND SHOWN ON A MAP OF NEWPORT BAY; CALIFORNIA, SHOWVNG HARBOR LINE'_ APPROVED BY THE WAR DEPARTMENT, JANUARY 18, 1.917, WHICH SAID POINT IS DISTANT SOUTH 61 DEG..O1' 07"'EAST, MEASURED ALONG SAID BULKHEAD LINE 700.00 FEET FROM THE INTERSECTION OF SAID BULKHEAD LINE WITK THE SOUTHWESTERLY PROLONGATION OF THE CENTERLINE OF IRVINE AVENUE, AS. SHOWN ON A.t1AP OF FIRST ADDITION TO NEWPORT HEIGHTS, RECORDED IN BOOK 4,.`PAGE 94 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF. SAID COUNTY, SAID POINT OF INTERSECTION. BEING .THE .MOST SOUTHERLY CORNER 'OF LOT H '3F TRACT NO. 919, AS PER MAP RECORDED IN BOOK 29, PAGES SI TO 34 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE.COUNTY RECORDER OF SAID"COUNTY, 1HENCE NORTH 28 DE0.58' 53" EAST 154.19 FEET TO A POINT IN THE SOUTHWESTERLYLINE OF THE 100 FOOT RIGHT OF WAY OF THE CALIFORNIA STATE HIGHWAY ORA-60-B, SAID POINT BEING RADIAL TO ENGINEER'S STATION 6+56.15IN THE, CENTERLINE OF SAID HIGHWAY, SAID. RADIAL BEARS NORTH 19 DEG.• 37' 57" EAST FROM SAID POINT, SAID SOUTHWESTERLY LINE BEING ACURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2050.00 FEET; THENCE SOUTHEASTERLY ALONG SAID SOUTHWESTERLY LINE THROUGH A CENTRAL. ANGLE OF 3 DEG. 59' 27, 142:79 FEET TO A TANGENT LINE;. THENCE SOUTH 74 DEG. 21' 3O" EAST ALONG SAID TANGENT LINE AND SAID SOUTHWESTERLY LINE, 662.08•FEET,:THENCE SOUTH 28 DEG. 59! 53" WEST 195.71 FEET; Z'THENCE SOUTH 27 DEG.. 00' 00".EAST•16.66.FEET; THENCE SOUTH 23 DEG. 58'`53" WEST 480.00 FEET TO A LINE PARALLEL WITH AND SOUTHWESTERLY :350.00 FEET.FROM SAID BULKHEAD LINE; THENCE NORTH 61 DEO. 01' 07" WEST ALONG SAID PARALLEL LINE A DISTANCE OF 798.00.FEET TO A POINT WHICH BEARS -SOUTH 28 DEG..58' 53" WEST 350.00 FEET FROM THE POINT ,OF BEGINNING; THENCE NORTH 28 DEO. 58' 53" .EAST 350.00 FEET TO THE POINT OF BEGINNING_., - . EXCEPT"THAT PORTION {DESCRIBED AS. FOLLOWS:. BEGINNING AT A POINT ON THE SOUTHERLY LINE OF THE 100-FOOT RIGHT OF WAY OF THE CALIFORNIA STATE -HIGHWAY ORA-60-.B, IN1'HE COUNTY OF ':ORANGE, CALIFORNIA, SAID POINT OF BEGINNING BEING AT RIGHT ANGLES TO ENGINEER'S STATION 7+95.46, IN THE CENTERLINE OF SAID HIGHWAY; THENCE'SOUTH 15 DEG. 38' 30". WEST 44.00 FEET; THENCE NORTH 74 DEG. 21' 30";•.WEST 34.00 FEET; THENCE NORTH 15 DEG, 38'.30" EAST TO AN EXHIBIT "A" • 82-392898 OR-1349176 INTERSECTION WITH THE SAID SOUTHERLY LINE OF THE STATE HIGHWAY; THENCE SOUTHEASTERLY ALONG SAID SOUTHERLY LINE TO THE POINT OF BEGINNING. ALSO EXCEPT THAT PORTION THEREOF LYING SOUTHWESTERLY OF THE' U. S. ':...BULKHEAD LINE EXTENDING FROM U. S. BULKHEAD STATION NO. 129 TO U. 'S. BULKHEAD STATION NO. 130, AS SAID BULKHEAD LINE AND BULKHEAD STATIONS ARE LAID OUT AND APPROVED BY THE WAR DEPARTMENT, JANUARY 18, 1917. PARCEL 2: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER THAT CERTAIN PARCEL OF LAND INCLUDED WITHIN A STRIP OF LAND 25.00 FEET IN WIDTH, THE NORTHEASTERLY LINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE U. S. BULKHEAD LINE EXTENDING, FROM U. S. BULKHEAD STATION NO.. 129 TO U. S. BULKHEAD STATION.NO. 130, AS SAID BULKHEAD LINE AND BULKHEAD STATIONS ARE LAID OUT AND SHOWN ON A MAP OF NEWPORT BAY, CALIFORNIA, SHOWING HARBOR LINES APPROVED BY THE WAR DEPARTMENT JANUARY 13, 1917, WHICH SAID POINT IS DISTANT SOUTH 61 DEG.. 01' 07" EAST, MEASURED ALONG SAID BULKHEAD LINE, 700.00 FEET FROM THE INTERSECTION OF SAID BULKHEAD LINE WITH THE SOUTHWESTERLY PROLONGATION OF THE CENTERLINE OF IRVINE AVENUE, AS SHOWN ON A MAP OF FIRST ADDITION TO NEWPORT HEIGHTS, RECORDED IN BOOK 4, PAGE 94 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID. COUNTY, SAID POINT OF INTERSECTION BEING THE MOST. SOUTHERLY CORNER OF LOT H OF .TRACT N0. 919, AS PER MAP RECORDED IN BOOK 29,.PAGES 31 TO 34 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, THENCE NORTH 28 DEG. 58' 53" EAST 154.19 FEET T'' A POINT IN THE SOUTHWESTERLY LINE OF THE 100-FOOT RIGHT OF WAY OF THE CALIFORNIA STATE HIGHWAY ORA-60-B, SAID POINT BEING RADIAL TO 'ENGINEER'S STATION 6+56.15, IN rHE ':JCENTERLINE OF SAID HIGHWAY, SAID RADIAL BEARS NORTH 19 DEG. 37' 57" `FEAST FROM SAID POINT, SAID .SOUTHWESTERLY LINE BEING A CURVE, ?CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2050.00 FEET; THENCE 'SOUTHEASTERLY ALONG SAID SOUTHWESTERLY LINE THROUGH.A CENTRAL ANGLE 3:'OF 3 DEG. 59' 27", 142.79 FEET TC' A TANGENT LINE; THENCE SOUTH 74 'DEG.•21''30 EAST ALONG SAID TANGENT. LINE AND SAID SOUTHWESTERLY :LINE '662.08 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 74 '`DEG. 21''30"EAST 130.08 FEET TO THE BEGINNING OF A CURVE ON SAID SOUTHWESTERLY LINE CONCAVE NORTHEASTERLY HAVING A.RADIUS OF 2550.00 FEET,' THENCE SOUTHEASTERLY 715.56 FEET ALONG SAID CURVE THROUGH A 'CENTRAL ANGLE OF 16 DEG. 04' 40" TO THE NORTHEASTERLY PROLONGATION OF THE NORTHWESTERLY LINE OF TRACT NO. 1140, AS PER MAP RECORDED IN ;BOOK 36, PAGE 28 OF MISCELLANEOUS MAPS; IN THE OFFICE OF THE COUNTY. RECORDER OF SAID COUNTY. THE SOUTHWESTERLY LINE OF SAID 25.00 FO07 STRIP IS TO BE SHORTENED ,SD AS TO TERMINATE IN SAID NORTHWESTERLY PROLONGATION AND LENGTHENED SO AS TO TERMINATE C'N A LINE WHICH BEARS SOUTH 28 DEG. 58' 53": WEST. FROM THE TRUE POINT OF BEG_,INNING. 82-392898 OR-1349176 PARCEL 3: A NON-EXCLUSIVE EASEMENT FOR AUTO PARKING PURPOSES OVER THE SOUTHWESTERLY 20.00 FEET OF THE NORTHEASTERLY 45.00 FEET OF THAT ''CERTAIN PARCEL MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE U. S. BULkHEAD LINE EXTENDING. FROM U. S. BULKHEAD STATION NO. 129 TO U. 'S. BULKHEAD STATION NO. I30, AS.. SAID BULKHEAD LINE AND BULKHEAD STATIONS ARE LAID OUT AND SHOWN ON A MAP OF NEWPORT BAY, CALIFORNIA, SHOWING HARBOR LINES APPROVED BY THE WAR DEPARTMENT JANUARY 18, 1917,.WHICH SAID POINT IS DISTANT' SOUTH 61. DEG. 01' 07" EAST, MEASURED ALONG SAID BULKHEAD LINE, 700.00 FEET FROM THE INTERSECTION OF SAID BULKHEAD LINE WITH THE . SOUTHWESTERLY PROLONGATION OF THE CENTERLINE OF IRVINE AVENUE, AS SHOWN ON A NAP OF FIRST ADDITION TO NEWPORT HEIGHTS, RECORDED IN BOOK 4, PAGE 94 OF MISCELLANEOUS -.MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID POINT OF INTERSECTION BEING THE MOST SOUTHERLY CORNER OF LOT H OF TRACT NO. 919, AS SHOWN ON A MAP RECORDED_ IN BOOK 29, PAGES 31 TO 34 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, THENCE NORTH 28 DEG. 58' 53" EAST 154.19 FEET TO A POINT IN THE SOUTHWESTERLY LINE OF THE 100-FOOT RIGHT OF WAY OF THE CALIFORNIA STATE HIGHWAY ORA-60-B, SAID POINT BEING RADIAL TO ENGINEER'S STATION 6+56.15, IN THE CENTERLINE OF SAID HIGHWAY, SAID RADIAL .. BEARS NORTH 19 DEG. 37' 57" EAST FROM SAID POINT, SAID SOUTHWESTERLY LINE BEING A CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 2050.00 FEET; THENCE SOUTHEASTERLY ALONG SAID SOUTHWESTERLY LINE THROUGH A CENTRAL ANGLE OF 3 DEG. 59' 27", 142.79 FEET TO.A TANGENT LINE, THENCE .SOUTH 74 DEG. 21' 30" EAST ALONG SAI❑ TANGENT LINE AND SAID SOUTHWESTERLY LINE 642.08 FEET TO ;THE TRUE POINT OF BEGINNING; THENCE SOUTH 28 DEG. 58' 53" WEST 4195.71.FEET; .THENCE SOUTH.27 DEG. 00' 00" EAST 16.66 FEET; THENCE 'SOUTH 28 DEO. 58' 53" WEST 480.00 FEET TO A LINE PARALLEL WITH AND SOUTHWESTERLY 350.00 FEET FROM SAID BULKHEAD LINE; THENCE SOUTH 61 DEG. 01' 07" EAST 235.68 FEET ALONG SAID PARALLEL LINE; THENCE NORTH 29:DEG. 30' 13" EAST 697.99 FEET; THENCE NORTH 11 DEG. 45' 40" EAST.:49.32 FEET TO SAID. SOUTHWESTERLY LINE OF THE STATE HIGHWAY,SAID SOUTHWESTERLY LINE BEING A CURVE CONCAVE ?NORTHEASTERLY HAVING A RADIUS OF 2550.00 FEET; THENCE: NORTHWESTERLY '118.56 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 2 DEG. 39' 50"iTO THE NORTHWESTERLY TERMINUS THEREOF; THENCE NORTH 74 DEG. 21' 30" WEST 130.08 FEET TO THE TRUE POINT OF BEGINNING. PARCEL 4: A STRIP OF LAND 80.00.FEET IJIDE, BOUNDED AS FOLLOWS: NORTHEASTERLY BY THE U. S. BULKHEAD LINE EXTENDING FROM U. S. BULKHEAD STATION NO. 129 Tn U. S. BULKHEAD STATION NO. 130, AS SAID BULKHEAD LINE AND BULKHEAD STATIONS ARE LAID OUT AND APPROVED BY THE WAR, DEPARTMENT, JANUARY 18, 1917, AND NORTHWESTERLY AND .i �,��+ ai...:.. r _ 5 �.�. "4:;:11.; r, • OR:1349176 ` . ralr.. `-'4:12 �,/_� 82-392898. •- ;..t: SOUTHEASTERLY BY THE SOUTHWESTERLY'PRiiLONOATIONS OF THE NORTHWESTERLY AND SOUTHEASTERLY LINES CF f'AROEL_ I HEE EINADOVE DESCRI-BED. . 82-392898 THE LAND REFERRE�TO IS IN THE STATE OF CALIFORNTA! COUNTY OF ORANGE, CITY -OF NEWPORT BEACH, AND IS DESCRIBED AS FOLLOWS: A LEASEHOLD ESTATE IN AND TO, THAT PORTION OF LOT 171, BLOCK 54 OF IRVINE'S SUBDIVISION, AS SHOWN • ON A MAP RECORDED IN BOOK 1, PAGE 88 OF MISCELLANEOUS RECORD MAPS IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY; CALIFORNIA., AND THAT PORTION OFTHE NAVIGABLE TIDE AND SUBMERGED LANDS, DESCRIBED AS FOLLOWS. BEGINNING AT APOINT .ON THE U. S. BULKHEAD'LINE EXTENDING FROM.:'U. S. BULKHEAD. STATION NO. 129 TO U. S. BULKHEAD STATION NO. 130: AS SAID BULKHEAD LINE AND BULKHEAD STATIONS: ARE LAID CUT AND SHOWN ON A MAP OF NEWPORT BAY, CALIFORNIA, SHOWING HARBOR LINES APPROVED BY.:*, . THE WAR..DEPARTMENT, JANUARY 18.'1917, SAID POINT BEING DISTANT ' :'-SOUTH 61 DEGREES 01' 07" EAST, MEASURED ALONG SAID BULKHEAD LINE; -1498.00 FEET FROM THE INTERSECTION OF SAID BULKHEAD LINE WITH THE 'SOUTHWESTERLY PROLONGATION OF THE CENTERLINE OF IRVINE AVENUE,: AS-: elkiWii ON A MAP OF FIRST ADDITION:TO.NEWPORT HEIGHTS, RECORDED IN BOOK 47 PAGE 94 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY 'RECORDER OF SAID ORANGE COUNTY, SAID POINT ALSO .BEING ON THE. ;'SOUTHEASTERLY BOUNDARY LINE OF PARCEL 1, PER A DEED OF TRUST RECORDED MARCH 30, 1966 IN BOOK 7884, PAGE 298 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF'SAID ORANGE COUNTY; THENCE ALONG SAID' SOUTHEASTERLY BOUNDARY% LINE, THE FOLLOWINO'COURSES: NORTH 28 DEGREES 58' 53"•EAST 130.00 FEET; THENCE NORTH 27 DEGREES 00''00" WEST 16.66 FEET; THENCE NORTH 28 DEGREES 58' 53" EAST 195.71 FEET TO A POINT IN THE SOUTHWESTERLY LINE OF THE 100-FOOT RIGHT-OF-WAY OF THE CALIFORNIA STATE HIGHWAY ORA-6.0=B, THENCE LEAVING SAID SOUTHEASTERLY BOUNDARY, SOUTH 74 DEGREES 21' 30" EAST -.ALONG SAID SOUTHWESTERLY.LINE,'130.08 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY, HAVINO.A RADIUS OF 2550.00 FEET; THENCE EASTERLY 715.57 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 16 DEGREES 04' 41" TO AN INTERSECTION WITH THE NORTHEASTERLY PROLONGATION OF THE NORTHWESTERLY LINE OF TRACT NO. 1140, AS SHOWN ON A MAP THEREOF RECORDED 'IN 9OOK 36, PAGE 28 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY; THENCE SOUTH 28 DEGREES 58' 53" WEST 975.03 FEET. TO A LINE PARALLEL WITH AND DISTANT SOUTHWESTERLY 350.00 FEET FROM SAID, BULKHEAD LINE; THENCE NORTH 61 DEGREES 01' 07" WEST 776.91 FEET ALONG SAID PARALLEL LINE TO THE SOUTHWESTERLY. PROLONGATION OF- 'THE SOUTHEASTERLY LINE OF SAID PARCEL 1; THENCE ALONG SAID PROLONGATION AND SAID SOUTHEASTERLY LINE, NORTH 28 DEGREES 58' S3" EAST;350.00 FEET TO THE POINT OF BEGINNING. EXHIBIT "E" ,, • ORIGINAL CONSENT TO SUB -LEASE C - 14-�3 The City of Newport Beach as master Lessor under Lease of March 24, 1948, as amended, hereby approves the proposed Sub -Lease between International Bay Clubs, Inc. ("Sub -Lessor") and Diane Myerson, d.b.a. Gimone's ("Sub -Lessee") commencing September 1, 1982, a copy of which is attached to this consent. Dated: . 1l2,,-x4 Gi. rv27 , 1982 CITY OF NEWPORT BEACH By By • • SUB -LEASE This Sub -Lease is made and entered into at Newport Beach, California, as of October 1, 1982, by and between International Bay Clubs, Inc., a California corporation ("Lessor") and Diane Myerson ("Lessee") d.b.a. Gimone's. 1. Grant of Lease. (a) Lessor hereby leases to Lessee and Lessee hereby leases from Lessor, on terms and conditions herein set forth, for the purpose of conducting a business consisting of retail sales of women's clothing, men's clothing, accessories, and gift items and for no other purposes, that portion of that certain real property located in the City of Newport Beach, County of Orange, State of California, and described in a lease recorded in Book 2651 at Page 126 of the Official Records in the Office of the Orange'County Recorder of said County which is shown on the plan —attached hereto as Exhibit "A" and incorporated herein by this reference (the "Premises"). (b) Subject to Approval. This Sub -Lease is conditioned on and subject to approval by the City of Newport Beach. 2. Term. The term of this Sub -Lease shall be for two (2) years, commencing October 1, 1982, and ending September 30, 1984. If Lessee has been in full compliance with all the terms and conditions of the lease during the initial term, then the Lessee shall have the option to renew their lease for an additional one year term from October 1, 1984 to September 30, 1985 upon the same terms and conditions. If Lessee desires to exercise this option it must be done by written notice to Lessor of election to exercise this option received by Lessor no later than June 1, 1984. If Lessee should elect to exercise a one year renewal, Lessee agrees to pay Lessor, at the time and in the manner provided in Sub -Paragraph 3(d), a minimum monthly rental of $1.75 per foot based on approximately 436 feet of space or an aggregate of $763.00 per month. 3. Rent. (a) Minimium Monthly Rental. Lessee agrees to pay Lessor, at the time and in the manner provided in subparagraph 3(d), a minimum monthly rental of $1.25 per foot based on approximately 436 feet of space or an aggregate of $545.00 per month. On execution of this Sub -Lease, Lessee shall pay One Thousand Ninty Dollars ($1,090.00) to Lessor. Five Hundred Forty -Five Dollars ($545.00) of the sum shall be the minimum monthly rent due for the first full month of the term. If Lessee is not in default of any of the provisions of this lease, $545.00 of the sum shall be applied toward the minimum monthly rent due for the last month of the term or the extended term if Lessee is given an option to extend the initial term and the option is exercised. On execution of the Sub -Lease, Lessee shall deposit withLjssor $600.00 as a security deposit for the performance by Lessee -of the provisions of this lease. If Lessee is in default, Lessor can use the security deposit, or any portion of it, to cure the default or to compensate Lessor for all damage sustained by Lessor resulting from Lessee's default. Lessee shall immediately on demand pay to Lessor, a sum equal to the portion of the security deposit expended or applied by Lessor as provided in this paragraph so as to maintain the security deposit in the sum initially deposited with Lessor. If Lessee is not in default at the expiration or termination of this Sub -Lease, Lessor shall return the security deposit to Lessee. Lessor's obligations with respect to the security deposit are those of a debtor and not a trustee. Lessor can maintain the security deposit separate and apart from Lessor's general funds or can commingle the security deposit with Lessor's general and other funds. Lessor shall not be required to pay Lessee interest on the security deposit. (b) Percentage of Aggregate Amount of Gross Revenue. In addition to the payment of the minimum monthly amount of rental, provided for in subparagraph 3(a) above, Lessee agrees to pay Lessor, at the time and in a manner provided in subparagraph 3(d), additional rent equal to the amount by which - 2 - • • • 7.5 percent of the Gross Revenue (as such term is defined in subparagraph 3(c) hereof) produced by Lesseeduring each month of the term of this Sub -Lease, exceeds the sum of $545.00. (c) Definition of Term "Gross Revenues". The term "Gross Revenues" as used herein shall mean the total of actual gross charges made by Lessee for all merchandise sold or services performed on the Premises or arranged for or ordered from or on the Premises, whether for cash or on credit (and if on credit, whether or not the amounts due on such sales or other charges are ever collected). Service charges and/or fees in connection with Master Card and Visa credit cards are not included within this term. A sale shall be deemed to have been made when the service is rendered or merchandise is delivered, and the purchaser is billed for the same, whether or not title to any merchandise passes upon delivery or at some subsequent date- There shall be excluded from the term "Gross Revenues", (i) the purchase price of ai11 returned merchandise, if such purchase price is actually refunded or credited to the purchaser, and (ii) all sales taxes payable by Lessee which are in fact paid by Lessee to any appropriate governmental authority. (d) Payment of Rental. A11 rental due under subparagraph 3(a) hereof shall be paid by Lessee to Lessor on the first day of each month, in advance. Lessee shall furnish Lessor monthly statements of Gross Revenue pursuant to this Sub -Lease on forms to be furnished by Lessor to Lessee. Each monthly statement and any percentage rental shown thereon as due, pursuant to subparagraph 3(b) hereof, shall be delivered and paid to Lessor on the tenth day of the month immediately following the month as to which each of such monthly statements relates. A11 amounts due from Lessee to Lessor as rental under this Paragraph 3 are amounts due from Lessee to Lessor as rent and shall be payable as hereinabove provided, in lawful money of the United States of America, without deduction or offset, prior notice or demand, at such place or places as may be designated in writing from time to time by Lessor. - 3 (e) Books and Records. Lessee shall keep full, complete and proper books, records and accounts and its daily Gross Revenues. Lessor and its agents and employees shall have the right, at any and all times during regular business hours, to inspect and make photostatic or other copies of part of or all of such books, records and accounts, including any sales tax reports pertaining to the business of Lessee conducted on the Premises, for the purpose of verifying the accuracy of any statement of Gross Revenues. Lessee shall keep such books, records and accounts on the Premises and available to Lessor for such inspection for a period of three years after the entry of any items therein. After the expiration or termination of this Sub -Lease, Lessee shall not destroy such books and records, but shall keep them available to Lessor for the foregoing purposes at the principal place of Lessee's business for whatever period of time"may be necessary to comply with the foregoing. Lessor may, a, reasonable intervals, cause an audit of the business of Lessee to be made by a certified public accountant of Lessor's selection. If any statement of Gross Revenues previously made to Lessor by Lessee shall be found to be as much as five percent less than the amount of Lessee's Gross Revenues shown by such audit, Lessee shall immediately pay to Lessor the cost of such audit, as well as the additional percentage rental shown to be payable by Lessee to Lessor; otherwise the cost of such audit will be borne by Lessor. If such audit shall disclose any willful and substantial inaccuracy, this Sub -Lease may be terminated at Lessor's election. 4. Use of Premises. The Premises are sub -leased hereunder to Lessee for the purpose of retail sales of women's clothing, men's clothing, accessories, and gifts. Lessee shall not use or permit the use of all or any part of the Premises for any purpose other than that described in this Paragraph. The Premises shall be used and occupied in accordance with all governmental statutes, ordinances and regulations and in such a manner that the rate of fire insurance will not be increased over the ordinary rate for a first class building occupied for general retail sales. Lessee shall, at its sole cost and expense, - 4 - • • • comply with any and all requirements pertaining to the use of the Premises by any insurance organization or company necessary for maintenance of reasonable fire and public liability insurance covering the Premises. Lessee agrees to pay for any increase in fire and extended coverage insurance on the Premises which may be caused by any of its operations. 5. Utilities. Lessor shall pay for all water and electrical power used by Lessee on the Premises. Lessor shall, at its own expense, provide Lessee with connections to Lessor's internal telephone system. Lessee shall pay Lessor for all telephone calls placed through Lessor's internal system, at Lessor's standard rates, except for calls made to other areas of the Balboa Bay Club (the "Club"). If Lessee desires to have its own direct telephone service installed, it shall pay to the telephone company all costs of installation, monthly service charges, maintenance, taxes and other charges. .64 Taxes. During the term of this Sub -Lease, Lessee shall pay, prior to delinquency, all taxes assessed against and levied upon all merchandise, trade fixtures, equipment, and other personal property of Lessee located on the Premises. If possible, Lessee shall cause such personal property to be assesed and billed separately from the real property of Lessor. If any of Lessee's personal property shall be assessed and taxed to Lessor together with Lessor's real property, Lessee shall pay to Lessor its share of such taxes within ten days after delivery to Lessee by Lessor of a written statement of the amount of such taxes applicable to Lessee's personal property. 7. Occupancy. Lessee agrees to occupy the Premises and commence business operations on October 1, 1982. Lessee shall continuously, during the entire term hereof and any renewal or extension thereof, keep the Premises open for business six days per week during normal business hours and further agrees that it will provide and at all times that the Premises are open for business the Premises will be adequately stocked with merchandise, there will be sufficient furniture, equipment and fixtures and the Premises will be attended by sufficient, competent and trained personnel so that the business to be conducted on the Premises - 5 - shall produce the largest amount of Gross Revenues reasonably to be expected from the location of the Premises and the type of business to be conducted therein. 8. Lessee's Indemnities and Waiver of Claims. Lessee agrees to indemnify and hold harmless and waives all claims against Lessor from, against and for all claims, suits, liabilities, loss, expenses (including all attorneys' fees) and damages caused by reason of any bodily or other injury to any person or persons, including Lessee, or damage to property belonging to any person or persons, including Lessee, which results from or is connected with Lessee's occupancy or use of the Premises or from any services rendered or merchandise sold or any items used by Lessee in or about the Premises. If Lessor is named or served as a defendant in an action for any of such claims, liabilities, losses, expenses or other damages, Lessee shall defend said action at its own cost and expense and shall pay anal discharge any settlement or judgment that may be reached or rendered against Lessor in any such action, provided that Lessor shall have the right, at its election and without prejudice to any of its rights under this Paragraph, to participate in the defense of any such claim or suit. If Lessee fails or neglects to defend said action within five business days after Lessor shall deliver written notice to Lessee advising of such action and requesting Lessee to defend such action pursuant to this Paragraph, Lessor, without limiting any of its other rights hereunder, may defend the same and any cost or expense, including, without limitation, reasonable attorneys' fees (and costs of appeal, if any) which Lessor may pay or incur in defending such action and any settlement or judgment Lessor shall pay shall be repaid by Lessee to Lessor upon demand. 9. Insurance. Lessee covenants and agrees that it will, at its own expense, obtain and at all times during the term of this Sub -Lease keep in force insurance of every kind which may be required by any federal, state or local statute or ordinance of any governmental body having jurisdiction in connection with the operation of Lessee's business on or in connection with the Premises and also will carry, at its own cost and expense, in a - 6 - responsible insurance company satisfactory to Lessor, policies of personal injury liability and property damage liability insurance, including contractual and product liability insurance, covering all loss or liability whatsoever from personal injury, death, property damage or otherwise, arising or occuring upon or in connection with the Premises or by reason of Lessee's operations upon or occupancy of the Premises. The coverage on said policies will be no less than $500,000/$1,000,000 limits for personal injury liability and $100,000 limits for property damage. Such policies shall include Lessor, its officers, agents, servants, employees and assigns, and Lessee as parties insured and shall under no circumstances be considered anything other than primary insurance. Lessee shall furnish Lessor with true and correct copies of such policies. If any such policy is a blanket policy and includes coverage in respect of Premises owned or leased or otherwise occupied by Lessee other than the Premises, the coverage obtained under such blanket policy shall be in all manners sufficient to satisfy the obligations of Lessee under this Paragraph; provided that in such blanket policy Lessor, its officers, agents, servants, employees and assigns, and the Premises, shall be specifically named and described and shall be absolutely insured for no less than the amounts previously stated in this Paragraph and without any possibility of dimunition by reason of other persons or property being named or mentioned in such blanket policy and Lessee shall furnish Lessor with a true and correct copy of such policy. Each of such policies shall contain a cross -liability endorsement and shall each provide that they may not be cancelled or terminated or changed in any material respect without thirty days' prior written notice to Lessor and will otherwise be in form and substance satisfactory to Lessor. Lessee further agrees to obtain an insurance policy or policies in an amount equal to the estimated maximum value of the inventory on the Premises at any one time plus the value of all furniture and fixtures on the Premises covering such inventories, furniture and fixtures against damage or destruction from all insurable risks. - 7 - 10. Condition of Premises suffer to be committed any waste or private nuisance or any other enjoyment of any occupancy acknowledges that the Premises . Lessee shall not commit or upon the Premises or any public act which may disturb the quiet of nearby premises. Lessee are located in a private club operated by Lessor and Lessee agrees that its business shall be conducted without garish displays and in a restrained and conservative manner, at all times in keeping with the high-grade character of the Club in which the Premises is situated. Lessee shall, at all times, keep and maintain the Premises, all appurtenances thereto, and all furniture, fixtures, equipment and merchandise in a neat, orderly and first class condition, order and appearance. Lessee agrees that all merchandise and services offered by it will be of the highest quality and that the prices charged by it will be comparable to those charged by operations of a similar nature. Lessee acknowledges that it has rece•i-vhd and read a copy of the current By -Laws of the Club. Lessee agrees that it will have the same obligations with regard to any of its customers who are not members of the Club as members of the Club have to their non-member quests. Lessee shall not make or suffer to be made any alterations of or to or any installations in, or additions or improvements to the Premises, or any part thereof without the prior written consent and approval of Lessor thereto, and any alterations of or to or any installations in or improvements or additions to the Premises, except movable furniture and trade fixtures, shall become at once a part of the realty and belong to Lessor. Lessee agrees to pay promptly when due, the cost of any and all alterations of or to and any installations in or additions or improvements to the Premises made or arranged by or at the request of Lessee hereunder. Lessee shall keep the Premises free from any liens arising out of any work performed, material furnished or obligations incurred by Lessee hereunder. Lessee shall notify Lessor of any proposed alternation or decorating work not less than five days prior to the commencement of such work. Lessor shall have the right to enter the Premises and post notices of non -responsibility in connection with any such alteration work. - 8 - s • Lessee hereby waives all right to make repairs at the expense of Lessor as provided in Section 1942 of the Civil Code of the State of California and all rights provided for by Section 1941 of the Civil Code. By entry hereunder, Lessee accepts the Premises as being in good and sanitary order, condition and repair, and agrees on the last day of the term, or sooner termination hereof, to surrender to Lessor all and singular the Premises with any building thereon, and all other appurtenances in the same condition as when received, reasonable use and wear thereof and damage by fire, act of God, or by the elements excepted and to remove all of Lessee's signs, if any, from the Premises. 11. Furniture and Trade Fixtures. Lessee shall, at its sole cost and expense, install such furniture and trade fixtures as are necessary and appropriate for the conduct by Lessee of its business as described in this Sub -Lease and such as will maintain the attractive and high class appearance of the Premises and in keeping with the appearance of the Clubhouse within which the Premises are located. Such furniture and trade fixtures shall remain the property of Lessee and upon the termination or expiration of this Sub -Lease, Lessee may remove the same; provided, however, that any damage to the Premises caused by the removal of any furniture, trade fixtures or equipment shall be repaired by Lessee. If Lessee fails to remove any of such furniture or trade fixtures within fifteen days after the termination or expiration of this Sub -Lease or any extension or renewal thereof, Lessor may take possession of such furniture and fixtures with the right either to leave them on the Premises or to have them removed and sold and to keep the proceeds thereof. 12. Lessee's Default. The occurrence of any of the following shall constitute a default by Lessee: (a) Failure to pay rent when due, if the failure continues for five (5) days after notice has been given to Lessee. - 9 (b) Abandonment and vacation of the Premises (failure to occupy and operate the Premises for ten (10) consecutive days shall be deemed an abandonment and vacation). (c) Failure to perform any other provision of this Sub -Lease if the failure to perform is not cured within ten (10) days after notice has been given to Lessee. If the default cannot reasonably be cured within ten (10) days, Lessee shall not be in default of this Sub -Lease if Lessee commences to cure the default within the ten (10) day period and diligently and in good faith continues to cure the default, but not to exceed 30 days. Notices given under this paragraph shall specify the alleged default and the applicable Sub -Lease provisions, and shall demand that Lessee perform the provisions of this Sub -Lease or pay the rent that is in arrears, as the case may be, within the applicable period of time, or quit the premises. No such notice shall be deemed a forfeiture or a termination of this Sub -Lease unless Lessor so elects in the notice. The purpose of the notice requirements set forth in this paragraph is to extend the notice requirements of the unlawful detainer statutes of California. 13. Lessor's Remedies. Lessor shall have the following remedies if Lessee commits a default. These remedies are not exclusive; they are cumulative in addition to any remedies now or later allowed by law. (a) Lessee's Right to Possession Not Terminated. Lessor can continue this Sub -Lease in full force and effect, and the Sub -Lease will continue in effect as long as Lessor does not terminate Lessee's right to possession, and Lessor shall have the right to collect rent when due. During the period Lessee is in default, Lessor can enter the Premises and relet them, or any part of them, to third parties for Lessee's account. Lessee's shall be liable immediately to Lessor for all costs Lessor incurs in reletting the Premises, including, without limitation, brokers' commissions, expenses of remodeling the Premises required by the reletting, and like costs. Reletting can be for a period shorter or longer than the remaining term of this Sub -Lease. Lessee - 10 - • • shall pay to Lessor the rent due under this Sub -Lease on the dates the rent is due, less the rent Lessor receives from any reletting. No act by Lessor allowed by this paragraph shall terminate this Sub -Lease unless Lessor notifies Lessee that Lessor elects to terminate this Sub -Lease. After Lessee's default and for as long as Lessor does not terminate Lessee's right to possession of the Premises, if Lessee obtains Lessor's consent Lessee shall have the right to assign or sublet its interest in this Sub -Lease, but Lessee shall not be released from liability. Lessor's consent to a proposed assignment or subletting shall not be unreasonably withheld. If Lessor elects to relet the Premises as provided in this paragraph, rent that Lessor receives from reletting shall be than rent by Lessor deducting remaining applied to the payment of: First, any indebtedness due from Lessee; Second, all costs, in reletting; Third, rent due and unpaid under this Sub -Lease. After the payments referred to in this paagraph, any sum from the rent Lessor receives from reletting shall be from including Lessee to Lessor for maintenance, other incurred held by Lessor and applied in payment of future rent as rent becomes due under this Sub -Lease. In no event shall Lessee be entitled to any excess rent received by Lessor. If, on the date rent is due under this Sub -Lease, the rent received from the reletting is less than the rent due on that date, Lessee shall pay to Lessor, in addition to the remaining rent due, all costs, including for maintenance, Lessor incurred in reletting that remain after applying the rent received from the reletting as provided in this paragraph. (b) Termination of Lessee's Right to Possession. Lessor can terminate Lessee's right to possession of the Premises at any time. No act by Lessor other than giving notice to Lessee shall terminate this Sub -Lease. Acts of maintenance, efforts to relet the Premises, or the appointment of a receiver on Lessor's initiative to protect Lessor's interest under this Sub -Lease shall not constitute a termination of Lessee's right to - 11 - possession. On termination, Lessor has the right to recover from Lessee: (1) The worth, at the time of the award, of the unpaid rent that had been earned at the time of termination of this Sub -Lease; (2) The worth, at the time of the award, of the amount by which the unpaid rent that would have been earned after the date of termination of this Sub -Lease until the time of award exceeds the amount of the loss of rent that Lessee provides could have been reasonably avoided; (3) The worth, at the time of the award, of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of the loss of rent that Lessee provides could have been reasonably avoided; and (4) Any other amount, and court costs, necessary to compensate Lessor for all detriment proximately caused by Lessee's default. "The worth, at the time of the award", as used in (1) and (2) of this paragraph, is to be computed by allowing interest at the maximum rate an individual is permitted by law to charge. "The worth, at the time of the award", as referred to in (3) of this paragraph, is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award, plus 1%. (c) Appointment of Receiver. If Lessee is in default of this Sub -Lease Lessor shall have the right to have a receiver appointed to collect rent and conduct Lessee's business. Neither the filing of a petition for the appointment of a receiver nor the appointment itself shall constitute an election by Lessor to terminate this Sub -Lease. (d) Lessor's Right to Cure Lessee's Default. Lessor, at any time after Lessee commits a default, can cure the default at Lessee's cost. If Lessor at any time, by reason of. Lessee's default, pays any sum or does any act that requires the payment of any sum, the sum paid by Lessor shall be due immediately from Lessee to Lessor at the time the sum is paid, and if paid at a later date shall bear interest at the maximum rate an individual - 12 - • • • is permitted by law to charge from the date the sum is paid by Lessor until Lessor is reimbursed by Lessee. The sum, together with interest on it, shall be additional rent. (e) Interest on Unpaid Rent. Rent not paid when due shall bear interest from the date due until paid at the maximum rate an individual is permitted by law to charge. (f) Late Charge. Lessee acknowledges that late payment by Lessee to Lessor of rent will cause Lessor to incur costs not contemplated by this Sub -Lease, the exact amount of such costs being extremely difficult and impracticable to fix. Such costs include, without limitation, processing and accounting charges, and late charges that may be imposed on Lessor by the terms of any encumbrance and note secured by any encumbrance covering the Premises. Therefore, if any installment of rent due from Lessee is not received by Lessor when due, Lessee shall pay to Lessor an additional sum of 10% of the overdue rent as a late•charge. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Lessor will incur by reason of late payment by Lessee. Acceptance of any late charge shall not constitute a waiver of Lessee's default with respect to the overdue amount, or prevent Lessor from exercising any of the other rights and remedies available to Lessor. 14. Attorneys'' Fees. If Lessor shall bring suit for unlawful detainer of the Premises, for the recovery of any rent due under this Sub -Lease, or due to the breach of any other covenant herein contained, Lessee shall be liable to Lessor for reasonable attorneys' fees (including costs of appeal if any) and other costs of collection. 15. Reconstruction of Clubhouse. Lessor may, at its option, reconstruct the Clubhouse building within which the Premises are located, even though such reconstruction may require the closing of part or all of the Premises. Lessor shall give Lessee thirty days' written notice ("Notice of Reconstruction") prior to the actual commencement of such reconstruction. The Notice of Reconstruction shall state or show whether the reconstructed building shall include space for the conduct of a - 13 - business by Lessee the same as that as described in Paragraph 4 hereof ("Lessee's Business") and if so, the proposed location of such space in the reconstructed Clubhouse. If the Notice of Reconstruction shows or states that there shall be no space included within the reconstructed Clubhouse for Lessee's Business, this Sub -Lease shall terminate within two weeks after delivery of the Notice of Reconstruction. If the Sub -Lease is terminated hereunder, Lessee shall vacate the Premises within two weeks after delivery of the Notice of Reconstruction. Upon Lessee's vacating of the Premises, neither party shall have any further obligation to the other, except for any unpaid sums due and owing from Lessee to Lessor as rent or otherwise hereunder and Lessor shall refund to Lessee the difference between: (a) any and all sums due and owing from Lessee to Lessor, as rent or otherwise hereunder; and (b) any amount of prepaid rent paid to Lessor by Lessee and not yet applied against the applicable monthly installment of minimum monthly rental pursuant to subparagraph 3(a) hereof. It is the present intention of Lessor, if Lessor determines to reconstruct the Clubhouse, to make available in such reconstructed Clubhouse a space for Lessee's Business. The amount of such space or its location within such reconstructed Clubhouse building is as yet undetermined. It is not Lessor's intent to arbitrarily exclude from the reconstructed Clubhouse a space for Lessee's Business, and Lessor proposes to exclude such space only if it reasonably appears to Lessor that the cost of construction or inclusion of such space would be detrimental to or otherwise not in the best interests of the operation of the Club. In the event this Sub -Lease is not terminated after delivery of the Notice of Reconstruction to Lessee, as hereinabove provided, then this Sub -Lease shall remain in full force and effect and?Lessee shall vacate the Premises within two weeks after delivery of such Notice of Reconstruction and shall pay Lessor on the date on which Lessee shall vacate the Premises hereunder all sums due as the minimum monthly rental (if any) and percentage rental hereunder to that date and all payment of rent thereafter shall be suspended until completion of the work - 14 - • • • of reconstruction. Upon completion of the work of reconstruction, Lessor shall notify Lessee in writing thereof ("Completion Notice") and Lessee shall reoccupy the Premises, within five days after delivery of the Completion Notice, subject to all the terms and conditions of this Sub -Lease, including, without limitation, the payment of all sums as rent or otherwise, hereunder. Payment of the minimum monthly rental for the month in which Lessee shall reoccupy the Premises hereunder shall be due and payable in advance for such month on the fifth day after delivery by Lessor to Lessee of the Completion Notice. Payment of the percentage rental for the month in which Lessee shall reoccupy the Premises hereunder shall be due and payable on the tenth day of the month immediately following the month in which the Lessee shall reoccupy the Premises hereunder. If Lessee shall be required under this Paragraph to pay rent for a fractional month, Lessee shall pay such rent on a per dim basis (calculated on the basis of a thirty -day month) with regard to both the minimum monthly rental and the percentage rental. The percentage rental in such event shall equal the amount by which 7.5 percent of the Gross Revenues produced by Lessee during the applicable fractional month shall exceed the prorated minimum monthly rental for such fractional month. 16. Condemnation. If any governmental entity or any agency, department or bureau thereof having the power of condemnation commences an action for the condemnation of all or any portion of the Premises, or advises Lessor in writing of its intention to condemn all or any portion of the Premises, or advises Lessor in writing of its intention to condemn all or any portion of the Premises, or condemns all or any portion of the Premises through such action, then in any of said events: (a) Lessor may, without any obligation or liability to Lessee, and without affecting the validity and existence of this Sub -Lease other than as provided for in this Paragraph 18, agree to sell to the condemnor, without first requiring that any action or proceeding by instituted; or if such action or proceeding shall have been instituted, without requiring any trial or hearing thereof, Lessor is hereby empowered to stipulate - 15 - • to judgment therein the portion of the Premises sought by the condemnor. (b) Lessee shall have no claim against Lessor nor be entitled to any portion of the amount that may be paid or awarded as a result of any sale pursuant to subparagraph 18(a) or condemnation of all or any part of the Premises, and Lessee hereby assigns to Lessor any interest which it would otherwise have in all or any portion of the Premises or in the amount agreed to be paid or awarded and paid to Lessor. (c) If less than ten percent of the floor area of the Premises is condemned, this Sub -Lease shall remain in full force and effect and Lessor shall, after such condemnation and the taking of physical possession by the condemnor, repair and reconstruct the remaining portion of the Premises. Commencing with the taking of physical possession of any portion of the Premises by the condemnor, the minimum monthly rent shall be reduced by that percentage that the square footage of floor area of the Premises after repair and reconstruction bears to the present square footage of the Premises and any percentage rental thereafter due shall be based on such reduced minimum monthly rental. (d) If more than ten percent of the floor area of the Premises is condemned, this Sub -Lease shall terminate automatically as of the date of the taking of physical possesion by the condemnor. 17. Damage to or Destruction of Premises. If any portion of the Premises or of the Club building within which the Premises are located is partially damaged and requires repair or if the Premises or said building is declared unsafe or unfit for occupancy by an authorized governmental body for any reason other than Lessee's act, use or occupation of the Premises, which declaration requires repairs to either the Premises or said building, then Lessor shall make such repairs, provided that it reasonably appears to Lessor prior to commencing such repairs that they can be completed within ninety days. Such partial destruction and subsequent repairs shall not terminate or void this Sub -Lease, but Lessee shall be entitled to a pro.portionate - 16 - • • reduction of minimum monthly rent (and percentage rent based on such reduced amount) while such repairs are being made, such repairs interferes with the business carried on by Lessee in the Premises. If Lessor does not reasonably believe that such repairs can be made within ninety days, Lessor may nevertheless make such repairs within a reasonable period of time, in which case Lessor shall notify Lessee in writing of its election to repair and this Sub -Lease shall continue in full force and effect and the rent shall be proportionately reduced as provided above. If Lessor elects not to make any repairs which it reasonably believes cannot be made within ninety days, it shall so notify Lessee and this Sub -Lease may then be terminated at the option of either party by written notice to the other party. Lessee acknowledges it is familiar with and hereby waives the benefit of all provisions of Sections 1932 and 1933(4) of the Civil Code of the State of California. The total destruction of either the Premises or of -the Clubhouse building shall terminate this Sub -Lease. If any negligent act or omission by Lessee causes or contributes to such damage or destruction, Lessee shall be fully liable therefor, but the obligation of Lessor to repair as set forth above shall still apply. 18. Auctions. Lessee shall not conduct or permit to be conducted any sale by auction on, from or about the Premises or any part thereof. 19. No Merger. The voluntary or other surrender of this Sub -Lease by Lessee, or a mutual cancellation thereof shall not work a merger, and shall, at the option of Lessor, terminate all or any existing sub -leases, sub -tenancies, licenses, concessions or other uses in or at the Premises, or may, at the option of Lessor, work as an assignment to Lessor of such sub -leases, sub -tenancies, licenses, concessions or other uses. 20. Assignment and Subletting. Lessee may not assign this Sub -Lease or any interest therein or sub -let all or any part of the Premises without the prior written consent of Lessor. Any consent by Lessor to one assignment or sub -letting shall not be deemed to be a consent to any subsequent assignments or sub -lettings. Any assignment or sub -letting without Lessor's - 17 - • • prior written consent shall be void and shall, at the election of Lessor, entitled Lessor to exercise its remedies pursuant to Paragraph 14. The Lessee's interest in this Sub -Lease shall not be assignable by oeration of law without the written consent of Lessor. 21. Holding Over. Any holding over after the expiration of the term of this Sub -Lease, with the consent of Lessor, shall be construed to be a tenancy from month to month, at a minimum monthly rental equal to $600.00, payable in advance on the first day of each such month, plus percentage rental pursuant to sub -paragraph 3(b), and shall otherwise be on the terms and conditions herein specified. 22. Interest on Unpaid Rent. In addition to all other rights and remedies herein or otherwise provided or available to Lessor at law or in equity, in the event Lessee does not make any rental• payments due hereunder on the dates when they become due,. Itssee shall pay Lessor interest on the unpaid rent at the then maximum legal rate of interest, per annum, payable monthly from the time of accrual thereof. 23. Compliance with Law. Lessee shall, at its sole cost and expense, comply with all of the requirements of all municipal, state and federal authorities now in force or which may hereafter be in force, pertaining to the use of the Premises and shall faithfully observe in such use of the Premises all municipal ordinances and federal statutes now in force or which may hereafter be in force. The judgment of any court of competent jurisdiction or the admission of Lessee in any action or proceeding against Lessee, whether Lessor be a party thereto or not, that Lessee has violated any such ordinance or statute in said use shall be conclusive of that fact as between Lessor and Lessee. 24. Notices. Any notices, demands or payments required by law or required or permitted hereunder shall be sufficiently given and served by depositing same in the United States mail, first-class, postage prepaid, at the following addresses: If to Lessor, 1221 West Coast Highway, Newport Beach, California 92660, Attention: Mr. William Davis; If to Lessee, Diane Myerson - 18 - • • 1415 Via fpnrtn Nawpnrt Reach, Ca 926fy , or at such other address as either party may designate by written notice to the other party at the above address. Any such notice, demand or payment shall be deemed to have been duly and sufficiently given and delivered two days after the time of deposit in the United States mail pursuant to the foregoing. 25. Supremacy of Master Lease. This Sub -Lease is subject to all of the terms, covenants and conditions of that certain lease by and between the City of Newport Beach, as Lessor, and The Newport Bay Company, as Lessee, dated March 24, 1948, as amended (including all future amendments), which lease has heretofore been assigned to the Lessor hereunder by the Newport Bay Company with the consent of the City of Newport Beach. All of the terms, covenants and conditions of the above -named lease shall be deemed terms, covenants and conditions of this Sub -Lease insofar as -applicable in the same manner and with the same effect as it --incorporated herein at length. Nothing contained in said lease, however, shall make Lessee liable for the payment of any rent other than as reserved in this Sub -Lease. 26. Miscellaneous. (a) Entire Agreement. This Sub -Lease constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and all prior negotiations and agreements, if any, are merged into this Sub -Lease. (b) Paragraph Headings. Paragraph and other headings in this Sub -Lease are for purposes of convenience only and shall not be construed or interpreted as part of this Sub -Lease. (c) Binding Effect. This Sub -Lease shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto. (d) Severability. Should any provision of this Sub -Lease be deemed to be invalid, illegal or unenforceable by any court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof. - 19 - • • (e) Gender, Singular and Plural. Whereverthe context of this Sub -Lease so requires, the masculine gender shall include the feminine and the singular number shall include the plural. (f) Definition of Sub -Lease. The term "Sub -Lease" as used herein shall refer to any extension or renewal thereof, wherever applicable. (g) Waiver. No delay or omission in the exercise of any right or remedy of Lessor or any default by Lessee shall impair such a right or remedy or be construed as a waiver. The receipt and acceptance by Lessor of delinquent rent shall not constitute a waiver of any other default; it shall constitute only a waiver of timely payment for the particular rent payment involved. No act or conduct of Lessor, including, without limitation, the acceptance of the keys to the Premises, shall constitute an acceptance of the surrender of the Premises by Lessee before the expiration of the term. Only a notice from Lessor to Lessee shall constitute acceptance of the surrender of the Premises and accomplish a termination of the Sub -Lease. Lessor's consent to or approval of any act by Lessee requiring Lessor's consent or approval shall not be deemed to waive or render unnecessary Lessor's consent to or approval of any subsequent act by Lessee. Any waiver by Lessor of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of the Sub -Lease. (h) Time of Essence. Time is of the essence of the performance of all obligations of this Sub -Lease. (i) No Partnership. Lessee and Lessor are not and shall not be considered as joint venturers, partners or agents of the other and neither shall have the power to bind or obligate the other. Except as otherwise herein expressly provided, neither Lessor nor Lessee shall be liable for any of the debts contracted by or due from the other and each shall hold the other free and harmless therefrom. (j) Sales or Other Taxes. If Lessor is charged with any sales or other taxes by the authorized taxing authority of any state, political or other governmental subdivision thereof - 20 - • • on account of any sales made or services rendered or business conducted by Lessee in, from, or in connection with the Premises, Lessee will pay Lessor such other sales or other taxes immediately after being notified of such charges. This Sub -Lease is executed by the parties as of the day and year first above written. LESSOR: INTERNATIONAL BAY CLUBS, INC. By: LESSEE: DIANE MYERSON (d.b.a. GIMONE'S) By: - 21 - • 09 10 11 12 13 14 15 16 • lj 914 BAY CU[a. 108 peeelaiery notes of Balboa lap Clb, Muse., dated May 23, 1960, payable to The Newport Noy Company end ended by it en d]sa*letien is its shareholders, said soles Mang in the renewing prinsi� s withpriaaipal and interest payable ever fifteen (15) ?errs in si.xtp (60) war- terly tallments ea fella e $ Note . J Ads 4101124. I Lamar Life Insurance Co. Jackson. Mississippi 2 Atlantic Life Insurance Co. Richmond 12, Virginia 3 Edward J. Crowley, Jr. 4 Royal C. Miller 5 Holman 6 Walter T George 8 Walter Edward Jenkeaa M. Spradley C. Anson B. Mellott D. Delaney Wayne A. Ferrell S. Morris Smith Rose Delaney, as Trustee for Beverly June Delano Ruth Burrell Campbell Walter B. Mellott, Inc. South Coast Construction Robert George Co. Sheraton -West Hotel 2961 Wilshire Blvd. L.A. 5 26U3 Fairmont Dallas, Texas 1201 Main Street Dallas 2, Texas 1201 Main Street Dallas 2, Texas 1201 Main Street Dallas 2, Texas 230 - 30th Street Newport Beach, California 620 North La Brea Inglewood, California 1500 Dorothy Lane Newport Beach, California 501 Lido Soud Newport Beach, California 620 North La Brea Inglewood, California 4731 Los Felix Los Angeles 27, California 230 - 30th Street Newport Beach, California 230 - 30th Street rt Beach California 400 Sunset Blvd. Los Angeles, California lrinaipel W4,072.00 332, 340.0o0 1a7,113.00 76,400.00 2'9, 292.00 29,284.00 25,464.00 20, 897.00 19,100.00 15,280.00 15,280.00 11,460.00 11,460.00 9 .00 9,931.00 0, 02.0© 59 final Iartalta rnstolleent Or A 419, 764.09 $19.764.05 8,168.90 8,169.93 2,632.8o 2,635.05 1,877.90 1,678.62 T2o.00 719.84 719.8o 719.80 625.90 626.t1 512.65 513.55 469.45 4T1.13 375.57 376.31 3T5.57 30.31 281.65 2:.86 244.10 145.81 244.10 245.61 197.15 199.00 Note No. 17 18 Endorsed to Coleman A. Hunter Peter K. Lutken 19 Dennis W. Harwood 20 Thomas E. Heffernan 4011 ?1 Parker Eckles 22 23 M. M. McCallen 24 Estate of C. M. Rood 25 A.W. and/or Gene S. Albert 26 Baldwin M. Baldwin 27 Gilbert Barberis 28 William Busby Frank H. Bessenger 29 .30 Mrs. Geraldine D. Breer 31 Andrew Brown 32 Mrs. Inez Crary 33 Donna E. and/or Noel Fahnestock 34 Felix H. Farrell 35 Walter M. and Ellen Rielly Keene 36 Normann and Leone Kendall Address Atlantic Life Insurance Co. Richmond 12, Virginia P. 0. Box 880 Jackson, Mississippi 120 Shorecliff Drive Corona del Mar, California P. 0. Box 169b Newport Beach, California 5/U North Rossmore Los Angeles 4, California P. 0. Box 550 Huntington Beach, California P. 0. Box 550 Huntington Beach, California 7939 Hillside Avenue Hollywood, 46, California 5300 Rodeo Road Los Angeles 16, California 972 Corsica Drive Pacific Palisades, California 7857 East Florence Avnue Downey, California 529 North Alta Whittier, California 1733 Ellencourt Ave. Apt. C South Pasadena, California 5431 South District Blvd. Los Angeles 22, California 1519 East Bay Front Balboa, California 936 Ocean Front Santa Monica, California 441 South Beverly Drive Beverly Hills, California P. 0. Box 2 Taft California 422 {lest Elm Avenue Burbank, California 59 Principal Insta?lments Amount of $7,640.O0 4,187.78 7,640.vo 187.78 5 , o61 . oQ 124.38 5,081.00 124.88 1,529.5o 37.58 1,529.50 37.58 382.00 9.38 382.00 9.38 764.25 18.T9 764.25 18.79 764.25 18.79 764.25 18.79 764.25 18.79 764.25 18.79 764.25 18.79 764.25 18.79 764.25 18.79 764.25 18.79 764.25 18.79 764.25 18.79 Final Installment of $188.45 188.45 125.54 125.54 38.49 38.49 9.95 9.95 18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.51 -2- Note No. 37 38 George S. and Virginia L Leach 39 Dr. Charles LeRoy Lowman 40 Edward J. O'Connor 40041 Russell H. Olsen 42 Dr. Edwin F. Patton 43 Alfred B. Payne 44 Edward A. Pieleier 45 Mark A. Soden 46A. 0. Straub, Jr. 47 Warren R. Tate, lac. 48 8'9 50 George H. and/or Grace Marie Stricksr Lester R. or Lillian C. Relly Dan E. Horgan 51 A. E. Tiffany 52Fenton W. Earnshaw and/or H. Lewis Earnshaw 53 54 55 56 Endorsed to Clark H. and/or Agnes C. Kountz Adc3reas 59 Principal Ir a tal lments Amount or 23 Harbor Island $T64,25 Newport Beach, California 1537 Serenade Terrace 764.25 Corona Del Mar, California 7121 Sendlda Drive 764.25 Los Angeles 28, California 530 West Sixth Street 754.25 Los Angeles, California 317 East E Street 764.25 San Bernardino, California 267 South Beverly Drive 764.25 Beverly Hills, California P. 0. Box 262 Balboa Island, California 900 Wilshire Boulevard Los Angeles 17, California P. 0. Box 1698 Newport Beach, California P. 0. Box 1345 Santa Ana, California P. 0. Box 659 Pomona, California 1112 West Bay Avenue Newport Beach, California 2410 West Third Street Los Angeles 57, California 830 San Rafael Terrace Pasadena, California 202 Driftwood Road Corona Del Mar, California 3770 Pastel Place Studio City, California 7b4.25 7b4.25 764.25 764.25 764.25 764.25 764.25 T64.25 764.25 T64.25 764.25 764.25 764.25 764.25 $18.79 18.79 18.79 18.79 18.79 18.79 18.79 18.79 18.79 18.79 18.79 18.79 18,79 18.79 18.Y9 18.79 18.79 18.79 18.79 18.79 Final Installment of $18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.5.1 18.51 18.51 18.51 18.51 18.51 18.51 18.51 Endorsed to 57 58 Adams 59 Homer Henri and Marg-ir' t 1enr' uc,L Preeeado ` treet Pomona, a i i ornia 603. E. Coberly, Jr. 1309 West 8th Street 1,Q$ Angeles 17, California 1 Robert E. and/or Elizabeth W.,�z 9 Harter Lane Jones La Canada, California 62 John Curci P. 0. Sox 240 63 Tom and/or Vivienne Franco 64 W.A. and/or Elsie Thompson 65 66 Joseph J. or Bernice Malone 67 Ebert E. Smith 68 Welch'a Overall Cleaning Co. gro 71 72 Bart J. and/or Hilda Dray T3 T4 T5 T6 Pomona, California 1245 South Fifth Street Alhambra California 8519 East Sunny Slope Drive San Gabriel, California 459 South Western Avenue Los Angeles 5, California 4333 East Florence Avenue Bell, California 3505 Pasadena Avenue Loa Angeles 31, California 2006 Kewamee Drive Corona del Mar, California 59 Principal Installments Amount gr $764.25 T64.25 764.25 T64.25 754.25 764.25 764.25 764.25 764.25 T64.25 764.25 764.25 764.25 T64.25 764.25 764.25 76R.25 764.25 T64.25 T6+4.25 $18.79 i8.79 18.79 16.79 18.79 18.T9 18.79 18.79 18.T9 18.79 18.79 18.79 18.T9 18.T9 18.79 18.79 18.79 18.79 18.T9 18.T9 Final Installment of $18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.51 18.51 59 Final Mote Principal Installments Installment Ilie • Blidorit0 to AMMO. J 0t Qf T7 c764.25 $18.T9 $18.51 78 T54.25 18.79 18.51 79 A11su 0. and Virginia B. 1 Surrey Lane 764.25 18.T9 18.51 Huff Rolling Hills, California 80 Howard P. House, M.D. 2122 West Third Street 764.25 18.79 18.51 Los Angeles 57, California 764.25 18.79 18.51 IV 82 764.25 18.79 18.51 83 764.25 18.79 18.51 84 764.25 18.79 18.51 85 764.25 18.79 18.51 86 764.25 18.79 18.51 87 764.25 18.79 18.51 88 764.25 18.79 18.51 89 764.25 64. 18.79 18.7918.51 �90 T 2'18.51 91 764.25 18.79 18.51 92 764.25 18.79 18.51 93 764.25 18.79 18.51 94 764.25 18.T9 18.51 95 764.25 18.79 18.51 96 764.25 13.79 18.51 Note No. Endorsed to Address 97 98 99 100 "-)1 10Q 103 104 105 106 107 108 Totals 1 59 Pir.*1 Principal Installments Installment Am9o9t of of 4764.25 $18.79 $18.51 764.25 18.79 18.51 764.25 18.79 18.51 764.25 18.79 1E.51 ?64.25 18.79 18.51 764.25 18.79 18.51 i64.25 18.79 18.51 764.25 18.79 18.51 764.25 18.79 18.51 78.25 18.79 18.51 764.25 18.79 18.51 T64.25 18.79 18.51 Y1,618,750.0u $39,788.88 PROMISSORY NOTE $ V ay 23, 1960 FOR VALUE RECEIVED, in installments as hereinafter set forth, the undersigned BALBOA BAY CLUB, INC. (formerly Wrather Investment, Inc.), a California corporation, (hereinafter called "Maker").pro- mises to pay to the order of THE NEWPORT BAY COMPANY, a California corporation, (hereinafter called "Payee") at. Newport Beach, Cali- fornia, the principal sum of together with interest from March 31, 1960 at the rate of five and one-half per cent (5fr%) per annum on the unpaid balance from time to time, said principal and interest being due and payable in law- ful money of the United States over a period of fifteen (15) years in sixty (60) equal quarterly installments of each, except that the last installment shall be in the amount of the first such installment being due and payable on June 30, 1960 and one such installment being due and payable on the expiration of each three (3) months' period thereafter until said principal and interest shall have been paid in full, each such installment to be applied first to interest accrued to the date thereof and then in reduction of principal. Maker shall have the right at any time, and from time to time, to prepay this note or any installment thereof without premium or penalty, provided however that any such prepayment shall be applied. first against interest accrued to the date of such prepayment and then in payment of installments of principal in reverse order of their maturity and provided further that simultaneously with any such prepayment a pro rata payment shall be made with respect to each and all of the following promissory notes issued by Maker, or issued by The Newport Bay Company, Payee herepander, and assumed by Maker: One Hundred Seven (107) promissory'notes of Maker payable to Payee in various amounts, bearing interest at 50 per annum', all dated May 23, 1960, .tile aggregate principal amounts of said notes and this note being in the total amount of $1,618,750.00. One (1) promissory note in the principal amount bearing interest at the order of The Lamar Life issued by Payee and assumed by Maker, of $158,417.00 dated March 31, 1960, rate of 51% per annum, payable to the Insurance Company. One (1) promissory note issued by Payee and assumed. by Maker, in the principal amount of $414.,691.02, dated March 31, 1960, bearing interest at the rate'of.54$ per annum, payable to the order of Atlantic Life Insurance Company. One (1) promissory note issued by Payee and assumed by Maker, dated March 31, 1960, in the principal amount of $120,000.00 bearing interest at the rate of 5% per annum payable to Atlantic Life Insurance Company, amending and extending a prior note dated February 11, 1954, in the original prin- cipal amount of $300,000.00 reduced to $120,000.00, also payable to the order of Atlantic Life Insurance Company., Two (2) promissory notes issued by Payee and assumed by Maker, in the principal amount of.$113,166.39 each, both dated March 31, 1960, bearing interest at the rate of 54% per annum, payable to the order of The Lamar Life/Insurance Company and Atlantic Life Insurance Company, respectively. Note No. -1- The payment of this note, both as to principal and interest, is secured by the lien and provisions of a certain Deed of Trust and Mortgage of Chattels, dated March 31, 1960; (hereinafter called the "Deed of Trust") between Maker, as Trustor, Title Insuranoe & Trust Company, as Trustee (hereinafter called the "Trustee") and Payee, as Beneficiary, to which Deed of Trust reference is hereby made for a description of the property mortgaged, the nature and extent of the security, and the rights 'of .the holder .or holders of this note, the Trustee and the Maker with respect to such security. Upon the occurrence of any of the following events, that is, in theevent that (a) Maker shall default in the payment of any in- stallment of principal or interest upon this note as and when the same shall become due and payable, and such default shall not be cured within five (5) days, exclusive :of Saturdays, Sundays and holidays, after Maker shall have been notified in..writing of such default;. or (b) Maker shall default in the due observance and performance of any other material agreement, covenant or undertaking on its:.part as set forth in the Deed of, Trust, and said default be not cured within thirty (30) days after Maker shall have been notified in writing of such default; or (c) Maker shall become in default under any of the Deeds of Trust described in paragraph ll (g) of the Deed of Trust securing this note; or (d) Maker shall. .file, or have filed against it, any petition in bankruptcy or under any other law for the relief of debtorsand same is not dismissed within sixty (60) days after the filing thereof; or (e) Any rece ver or trustee shall be appointed to take over the business and properties of Maker, or •. any substantial portion thereof, and the order appoint- ing such receiver or trustee is not vacated within sixty (60) days after such appointment; or (f) Maker shall e-xecute any general assignment for the benefit of creditors; then; and in any such event, the entire unpaid: balance of this note, both as to principal and interest, shall;'at the election of�the Payee or•:any then holder.or holders thereof; become immediately due..and.payable without further notice, ::and the Payee or.any such` holder or holders shall be entitled to immediately proceed, to col- lect the same in any manner provided in the Deed of Trust or other- wise authorized bylaw, subject however to the rights of the holders of the other promissory notes hereinabove'referred to, as provided in said Deed of Trust.or at`law or otherwise. In the event, after default, this note shall be placed in the hands of an attorney for collection, or if same be collected through bankruptcy or any other court proceeding, Maker agrees to pay, in addition to the principal and interest then due here- under, reasonable attorneys' fees incurred in the collection hereof.;. Maker shall have the right as a condition of its obli- gation to make payment of any installment of principal or in tersest hereunder, to require.Payee to deliver this note' -2 to Maker at any time, but not more frequently than once each year, for the purpose of endorsing hereon the amounts and dates of payments made on account of this note. ADDRESS: 270 North Canon Drive Beverly Hills, California BALBOA BAY CLUB, INC. y t-PCV X-0 77S61 Vice -President QUALIFIED ENDORSEMENT FOR VALUE RECEIVED, pay to the order of without recourse, at or such other address as shall be designated to the Maker in writing. DATED: THE NEWPORT BAY COMPANY By REigKUING PLEASE RETURN to/ REQUaD 8( 'LAURA I.,SGOS, CITY CLER C : Y 6: F •,' :Y; FC'T BEACH �.OULEVARD NUWPORT BEACH, CALIF. 92660 29665 FREEIC8 L I C E NS E AGREEMENT RECORDED IN OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA 9:05 A.M. AUG 28 1972 J. WYLIE CARLYLE, County Recorocr THIS AGREEMENT, made and entered into thisAUG 23J972aay of , 1972, by and between the CITY OF NEWPORT BEACH, a municipal corporation, hereinafter referred to as "CITY" and the BALBOA BAY CLUB DEVELOPMENT CORPORATION, a California cor- poration, hereinafter referred to as "LICENSOR"; WITNESSETH WHEREAS, Licensor is the owner of that certain property located northerly of the Pacific Coast Highway in the City of Newport Beach, County of Orange, State of California, more par- ticularly described as: A strip of land 10.00 feet in width over a portion of Lot 171 Block 54 of Irvine's Subdivi- sion as shown on a map recorded in Book 1 Page 88 of Miscellaneous Maps, records of Orange County, California, the southerly line of said strip being the northerly line of Pacific Coast Highway (100 feet wide) and more particularly described as fol- lows: Beginning at the southwesterly corner of Lot 65, Tract 1210, as shown on a map recorded in Book 40 page 45 of Miscellaneous Maps, records of Orange County, California; said corner being on a curve concave northerly having a radius of 1950 feet; thence westerly 416.96 feet westerly along said curve through a central angle of 12°17'05" to the southeasterly boundary of Tract 919 as shown on said map of Tract 1210. Attached hereto, as Exhibit "A", is a map indicating the location of said property and said Exhibit is incorporated at this point as if set forth in full herein. WHEREAS, City and Licensor find that it may be desirable and necessary that a retaining wall be constructed on that property at an unascertained future date. NOW, THEREFORE, in consideration of these premises it is hereby agreed by and between the parties hereto that: —1— •� 10297 FW 2 1. Licensor hereby grants to City an irrevocable permit and license to erect a retaining wall on said land. City shall not use the property for any purpose other than that stated above with- out prior approval of the Licensor. 2. City may assign or transfer this license to any person, firm, corporation, or public entity after notifying Licen- sor of its intention to make such assignment. 3. Licensor shall continue to be responsible for payment of all taxes assessed against said property. 4. This license agreement shall run with the land and shall be binding upon the successors in interest of Licensor. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. APPROVED AS TO SUFFICIENCY: ssist.nt City Manager APPROVED AS TO FORM: CITY OF NEWPORT BEACH By: /7- Mayor ATTEST: City Clerk BALBOA BAY CLUB DEVELOPMENT CORPORATION By: Title: City Attorney By: DRB dm 5-30-72 -2 - Title: (LiAJA4 Pitt") crJJ612 e 44.Lst • STATE OF CALIFORNIA ) ss County of aLLk j D297 eta 3 OnAS, 14 7 Lbefore me, the undersigned, a Notary Public in and for said State, personally appeared DONALD MC INNIS, known to me to be the Mayor, and LAURA LAGIOS, known to me to be the City Clerk of the municipal corporation that executed the with- in Instrument, known to me to be the persons who executed the with- in Instrument on behalf of the municipal corporation therein named, and acknowledged to me that such municipal corporation executed the within Instrument pursuant to a resolution of its City Council. WITNESS my hand and official seal. �crsa. DOROTHY L. PALEN Notary Public State rr California Plincipai Office In Orange County My Commission Expires Feb. 9, 1973 ew••w STATE OF CALIFORNIA County of ) ) ss X V 'V Notary P'ic in and for said State On June 22, 1972 before me, the undersigned, a Notary Public in and for said State, personally appeared Richard S. Stevens, known to me to be the President , and Daniel A. O Farrell known to me to be the \Tire President , of the corporation that executed the within Instrument, known to me to be the persons who executed the within Instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the within Instrument pursuant to its by-laws or a resolution of its board of directors. •WITNESS my hand and, official seal. ♦ • • • • • • • OFFICIAL SEAL DOLORES M. MINERICH; NOTARY PUBLIC — CALIFORNIA • ♦ PRINCIPAL OFFICE IN • OFANOF COJNTY • ♦ My Commission Expires May 30, 1976 � No ary Public in and for said State -3- CITY OF NEWPORT BEACH. PUBLIC WORKS DEPARTMENT Se-c rc.•.' Foe . G /cE.vse r© CO.vS r,eZ/ cr "rc,TU.2.E Aries C C_ DRAWN err=.'^/ DATE 4 • - -/ APPROVED 4 /(d ASST. PUBLIC WORKSDIRECTOR R E NO J.:_ it DRAWING NO.,P/A/ 5246-44. EXEUNTT "A'' This /et day of NEWPORT BEACH, a".municipal "CITY," and the BALBOA BAY ORIGINAL MEMORANDUM OF UNDERSTANDING Memorandum of Understanding is entered into on this , 1972, by and between the CITY OF corporation, hereinafter referred to as CLUB., a California corporation, herein- after referred to as "CLUB". WHEREAS, on. March 24,.1948,.the parties to this Memorandum executed a lease to certain unimproved property located in the City of Newport Beach; and WHEREAS, under the terms of said lease the Balboa Bay. Club is operating a club facility on City -owned harbor frontage, tidelands and uplands, located at 1221 West. Coast Highwayin the City of Newport Beach, for which the CLUB. is required to pay to the CITY. certain minimum rentals plus additionalrentals based upon a per- centage ofthe gross operating revenues derived by the CLUB -from the. premises; and WHEREAS, there has been a recent sale of beneficial owner- ship of CLUB to. Corporations owned or controlled by W. D. Ray', an in- dividual, and U. S. Financial, a corporation, and WHEREAS, CITY has caused to be made tion of CLUB'S books to determine whether all the period from inception of the, lease (March December 31, 1971, has been properly reported in said lease; and an independent examina- rentals due to CITY for 24, 1948) through and paid as called. for WHEREAS, during the course of said examination itwas determined that it would be in the best interestof both parties to the lease to clarify and define certain language within said lease. • • NOW, THEREFORE, IN CONSIDERATION OF THESE PREMISES, the parties hereto agree as follows: 1. Deferred income should be included in gross operating revenues as defined in the lease agreement in the year earned. 2. Gross operating revenues shall be reported on the accrual method of accounting and not cash method or any other method. 3. Telephone receipts shall be included in gross operating revalues as defined in the lease agreement. 4. Revenues derived from those revenue -producing activities of the CLUB pertaining to its operations at locations other than at the demised premises subject to the CITY lease (including but not limited to the Balboa Bay Desert Club Indian Wells Project, the Balboa Bay Island Club Catalina Island Project, the Balboa Bay Racquet Club Tennis Club Project and such similar projects as may be undertaken from time to time by the CLUB) are not to be included in gross operating revenues or defined in the lease agreement. 5. CLUB will provide CITY with an annual report of insurance for the facilities located on the lease property. 6. The lease reporting year is changed from December 31 to September 30, with a minimum rental allocated for the initial short period. The payment of percentage rentals shall continue to be due on February 28th of each year for the preceding lease year. 7. CLUB will submit annually a statement of rental computa- tion accompanied by a letter of the CLUB's certified public accountants in the form attached as Exhibit "A" to this Memorandum. -2- 9/11/72 8. Discounts to Gold Card Holders, employees and others and promotional memorandum billings not actually charged -or paid shall not be included in gross operating revenues. '9. Except as otherwise determined by the CITY'S audit and as set forth and cured herein, it is understood and agreed by both parties hereto that there have not been and are not presently existing any Breaches or defaults of any of the terms or conditions of the lease agreement between the parties hereto dated March 24, 1948 and as amended from time to time thereafter. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written. CITY OF NEWPORT BEACH • By ;2412#rM't+ P4ay o r J 1 MEMORANDUM OF UNDERSTANDING This M orandum of Understanding is entered into. on this lh //tt day of / AnJ,a,,, , 1972,.by and between the CITY OF NEWPORT BEACH, municipal corporation, hereinafter referred to as "CITY," and the BALBOA BAY CLUB, a California corporation, -herein- after referred to as "CLUB", WHEREAS; on March 24,.1948, theparties to this Memorandum executed:a lease to certain unimproved property located in the. City. of Newport Beach; and WHEREAS, under the terms of said lease the Balboa Bay. Clubisoperating a club facility on City -owned harbor frontage, tidelands and uplands, located at 1221 West Coast Highway in the.City of Newport Beach, for which the. CLUB is required to pay to the CITY certain minimum rentals plus additional rentals based upon a per- centage of the gross operating revenues derived by the CLUB from the premises; and WHEREAS, there has been a recent saleof beneficial owner ship. of CLUB to Corporations owned or controlled by W. D. Ray,.an in- dividual, and U. S. Financial, a corporation, and WHEREAS, CITY has caused to be made an independent examina- tion of CLUB'S books to determine whether all rentals due to CITY for. the period from inception of the lease (March 24, 1948) through December 31, 1971, has been properly reported and paid as called for in said lease; and WHEREAS, during the course of said examination it was determined that it would be in the best interest of both parties to the lease to clarify and define certain language: within said lease. fib NOW, THEREFORE, IN CONSIDERATION OF THESE PREMISES, the parties hereto agree as follows: 1. Deferred income should be included in gross operating revenues as defined in the lease agreement in the year earned. 2. Gross operating revenues shall be reported on the .accrual method of accounting and not cash method or any other method. 3. Telephone receipts shall be included in gross operating revalues as defined in'the lease agreement. 4. Revenues derived from those revenue -producing activities of the CLUB pertaining to its operations at locations other than at the demised premises subject to the CITY lease (including but not limited to the Balboa Bay Desert Club Indian Wells Project, the Balboa Bay Island Club Catalina Island Project, the Balboa'Bay Racquet Club Tennis Club Project and such similar projects as may be undertaken from time to time by the CLUB) are not to be included in gross operating revenues or defined in the lease agreement. 5. CLUB will provide CITY with an annual report of insurance for the facilities located on the lease property. 6. The lease reporting year is changed from December 31 to September 30, with a minimum rental allocated for the initial short period. The payment of .percentage rentals shall continue to be due on February 28th of each year for the preceding lease year. 7. CLUB willsubmit annually a statement of rental computa- tion accompanied by a letter of the CLUB's certified public accountants in the form attached as Exhibit "A" to this Memorandum. -2- 9/11/72 .rt 8.. Discounts to -Gold Card Holders, employees and others and promotional memorandum billings not actually charged or paid shall not be included ingross operating revenues.. 9, Except as otherwise determined by the CITY'S audit and as set forth and cured herein, it is understood and agreed parties hereto that there have not been and are not presently any breaches or defaultsof any of the terms or conditions of agreement between the parties hereto dated March 24, 1948 and amended .from time to time thereafter. by both existing the lease as IN WITNESS WHEREOF, the parties hereto have caused this: Agreement to be executed on the date first above written. CITY OF NEWPORT:BEACH By: Mayor :7Z2i74, B CITY CLUB 3 ORIGINAL.. CONSENT TO. REORGANIZATION AND ASSIGNMENT This. Consent to Reorganization and Assignment is entered into on this . day of 5d7-r BER , 1972, by and between the CITY OF NEWPORT BEACH, a municipal corporation, hereinafter re- ferred to:as."CITY," and the.BALBOA BAY CLUB, a California corpora- tion; hereinafter referred to as "CLUB". WHEREAS, on. March 24,:1948, theparties to: this Consent executed a lease to certain unimproved property located in the City of Newport Beach; .arid . WHEREAS, there has been a recent sale of beneficial owner- ship of CLUB to Corporations owned. orcontrolled. by W.-D. Ray, an -in- dividual, and U. S. Financial, a corporation, and WHEREAS, it is in the best interests of the CLUB and the CITY to effect a reorganization as provided in Section 334(b)(2).of the Internal .Revenue -Code of 1954 to allow the CLUB and it's parent. corporations to obtain an increased basis for depreciation,of their operatingassets; and WHEREAS, such a reorganization shall require the technical liquidation of CLUB into its immediate parent, B. C. Development Cor poration, and the.. liquidation of B. C. Development Corporation into it's parent International Bay Clubs, Incorporated and'a change. of the name of International Bay Clubs, Incorporated to Balboa Bay Club, Inc. and the creation of a new parent corporation with the same ultimate, beneficial ownership as presently exists; and WHEREAS, CLUB requeststhe consent of CITY to effect the reorganizations described above and to allow the assignment of the lease described above to the surviving corporations. NOW, THEREFORE, IN CONSIDERATION OF THESE PREMISES, the parties hereto agree as follows: The CITY grants its consent, if required, to the CLUB and its parent corporations entering intosuch inter -corporate reorganiza- tions, mergersand/or liquidations of wholly owned subsidiaries and assignments of the lease as may be required and generally described herein to it to enable it to comply with Section 334(b)(2) of the.in- ternal Revenue Code of 1954. It is agreed that such inter -corporate. reorganizations, mergers and/or liquidations shall not affect the ultimate beneficial ownership of CLUB-- and/or its.. assets including the. lease by W. D. Ray and.,U. S. Financial. IN WITNESS WHEREOF, the parties heretohave caused this Agreement to be executed he date first above written. ATTEST: EWPORT BEACH CLUB - 2 • KMAU RETURN TO; LAURA LAGIOS, CITY CI:ERK CITY OF NEWPORT BEACH 3300 NEWPORT BOULEVARD NEWPORT BEACH, CAUF. 92660 CONSENT TO ASSIGNMENT OF LEASEHOLD ESTATE BY DEEDS OF TRUST AND/OR BY SALE LEASE -BACK Reference is hereby made to that certain lease dated March 24, 1948, as amended. April 10, 1950, September 29, 1952, and March 28, 1960, wherein the CITY OF NEWPORT BEACH, a munic- ipal corporation, is the lessor (the "LESSOR"), and BALBOA BAY CLUB, INC., a California corporation, is the lessee (the "LESSEE") covering and affecting certain real property situated in the City of Newport Beach, County of Orange, State of Cali- fornia, which property is more particularly described in said lease, as amended (said lease, as amended, is hereinafter re- ferred to as the "Main Lease"). BALBOA BAY CLUB, INC. proposes to sell or hypothecate the leasehold estate created by the Main Lease by deeds of trust and/or sale lease -back (hereinafter referred to as "financing documents"). The financing documents are further described as follows: Said conveyances shall be for an amount not to exceed Thirteen Million Two Hundred Thousand Dollars ($13,200,000.00) and shall be made by BALBOA BAY CLUB, INC. as Grantor to U. S. Financial Corporation or to an affiliate or subsidiary thereof or to such other corpora- tion, persons or entities as may be subsequently specifically approved by the CITY OF NEWPORT BEACH. The deeds of trust shall be given by BALBOA BAY CLUB, INC., a California corporation, as Trustor in favor of U. S. Financial Corpora- tion or a subsidiary or affiliate thereof or such other corporation, persons or entities as may be subsequently approved by the CITY OF NEWPORT -1- • BEACH as security for payment of an indebtedness not to exceed the said sum of Thirteen Million Two Hundred Thousand Dollars ($13,200,000.00). The CITY OF NEWPORT BEACH, as Lessor, hereby consents to the financing documents and transactions described hereinabove upon the condition that the same is given and accepted subject to the following covenants and conditions, to -wit: (a) That except as herein otherwise provided, the financing documents and all rights now or hereafter acquired thereunder, are, and shall be subject to each and all of the covenants, conditions and re- strictions set forth in the Main Lease, and to all rights and interests of the Lessor therein, none of which are or shall be waived by this consent; (b) That should there be a conflict between the provisions of the Main Lease and the provisions of the financing documents, the former shall control; (c) That if the leasehold estate of the Lessee which is the subject of the financing documents shall be foreclosed or otherwise acquired under the terms of the financing documents,. the trans- feree thereof shall thereupon and therby assume the performance of and shall be bound by each and all of the covenants, conditions and obligations provided in the Main Lease to be performed and ob- served by the Lessee thereunder; (d) That nothing in this Consent shall be deemed to prohibit the assignment by the holder of the evidence of the indebtedness secured by the financing documents, togetherwith the financing documents without the prior consent of the Lessor; (e) That the Lessor agrees that it will not termi- nate the Main Lease because of any default or breach thereunder on the part of the Lessee if the holder of the financing documents, within thirty (30) days after the service of written notice from the Lessor of its intention to terminate the Main Lease for such default or breach, shall either cure such de- fault or breach, if the same can be cured by the payment of money, or if otherwise, shall undertake in writing with and for the benefit of the Lessor, to keep andperform all of the covenants and condi- tions of the Main Lease provided therein to be kept and performed by the Lessee until such time as the leasehold estate of the Lessee shall be sold upon foreclosure pursuant to the financing documents, or shall be released or reconveyed thereunder; provided, however, that if the holder of the financing documents shall fail or refuse to comply with any and all of the conditions of this subpara- graph (e), then and thereupon the Lessor shall be released from the covenant of forebearance herein contained, and any notice provided for in this sub- -2- paragraph (e) shall be for the service of notices, and shall be delivered or directed to the holder of the financing documents at its address as last shown on the records of the Lessor; (f) That the Lessor assumes no liability or respon- sibility for the order of priority of the financing documents or the relation of it to any other deed of trust affecting said leasehold estate; (g) That upon and immediately after the recording of the financing documents the Lessee, at its own expense, shall cause to be recorded in the office of the County Recorder of said Orange County a written request executed and acknowledged by the Lessor for a copy of any notice of default and of any notice of sale under the financing documents as provided by the statutes of the State of Cali- fornia relating thereto. Concurrently with the recordation of such financing documents, the Lessee shall furnish to the Lessor a complete copy of the financing documents, together with the name and address of each holder thereof; (h) That this form of Consent shall be recorded contemporaneously with the recordation of the original of the financing documents herein re- ferred to and to which this Consent relates, in which event the copy of the financing documents attached hereto shall not be recorded. This Consent is conditioned upon the execution by the Lessee and by U. S. Financial Corporation, or such of its sub- sidiary or affiliates or such other corporations, persons or entities as may be specifically approved by the CITY OF NEWPORT BEACH, which are the Grantees or Beneficiaries under the financing' documents described above, of the acceptances and agreements at- tached hereto and made a part hereof. This Consent is further conditioned upon review and final approval by the City Attorney of the legal documents neces- sary to carry out the assignment. Prior consents of Lessor dated December 28, 1965 (as amended by the Consent dated July 8, 1968) and dated. August 14, 1967 concerning the Main Lease are not modified or affected by this Consent. Dated: PEC.tM,3E/2 /3 , 197/ . DON dm 12/7/71 -3- CITY OF NEWPORT BEACH By: LY k2u1/i City Clerk ACCEPTANCE. AND AGREEMENT The Undersigned as the Beneficiary or Grantee named in certain financing documents mentioned in the foregoing Consent, in its ownbehalf and for its successors in interest, and with and for the benefit of the Lessor named in said Consent, does hereby approve, accept and agree to be bound by each and all of the conditions, covenants and acknow- ledgements set forth in said Consent. Dated at , California, this day of , 19 By: By: The Undersigned BALBOA BAY CLUB, INC., a California corporation, as the Lessee and Assignor named in the foregoing Consent, and as the Trustor or Grantor under the financing docu- ments therein mentioned, in its own behalf, and with and for the benefit of the Lessor named in said Consent does hereby approve, accept,and agrees to be bound by each and all of the conditions, covenants and acknowledgements set forth in said Consent. Dated at , California, this day of , 19 BALBOA BAY CLUB, INC. By: By: Through the Courtesy of — CALIFORNIA TITLE COMPANY T-23/9m-5-71 t Corporation Acknowledgment STATE OF CALIFORNIA COUNTY OF SAN DIEGO SS. On MABCH 2 1972 before me, the undersigned, a Notary Public in and for said County and State, personally appeared EDWARD F. REGAN Known to me to be the VICE President, aXX I14g1RR(XgCitIMI017II{e raintra)9( of the cmparertton that executed the w)jhhin i stru- ment, and Known to me to be the person/who executedTrthhe�e within instrument on behalf of the eotperation therein named, and acknowledged to me that such-�xporstttien• executed the within instrument pursuant to its By -Laws or a Resolution of its Board of Diseetorei Trustees WITNESS my hand and official seal. Notary Public in and for said County Corporation Acknowledgment STATE OF CALIFORNIA COUNTY OF SAN DIEGO On March 9, , 19 7 2, before me, the undersigned, a Notary Public in and for said County and State, personally appeared It;iara cant➢ izmbeX e Pagentxra Robert C. L] uz z i known to me to be the Secretary of theRgERgci@[ygR that executed the wi��Ttlt+ttln in tru- ment, and Known to me to be the personVinho executed t e withinq{--instrument on behalf of the micxu„ therein named, and acknowledged to me that such XOCM lkexecuted the within instrument pursuant to its By -Laws or a Resolution of its Board ofpt}c Trustees. Notary Seal OFFICIAL SEAL JOYCE H. YARBOROUGH NOTARY PUBLIC-CALIFORNIA PRINCIPAL OFFICE IN SAN DIEGO COUNTY My Commission Expires October 5, 1975 WITNESS my hand and official seal. ? SS. Notary Public in and for said County and State TO 449 C (Corporation) STATE OF CALIFORNIA COUNTY of .ORANGE } SS. Notary Seal vt,.r,'s�750b b+yt . ram. OPHCIAL SEAL. SHARON K. FRIZLEY yy NOTARY PUBLIC CAL;ko.:NIA•;• PRINCIPAI OFFICE IN SAN DIEGO COUNTY Commission Expires Apr. 20, 1975 On March 14, 1972 before me, the undersigned, a Notary Public in and for said State, personally appeared W. D. RAY and THOMAS J. 0' KEEFE w known to me to be the Chief Operatin azbt Of -hirer and fha i rman and Ir la known to me to be Secretary of the corporation that executed the within Instrument, = _ known to me to be the persons who executed the within 9 Instrument on behalf of the corporation therein named, and a acknowledged to me that such corporation executed the within....o. ♦♦♦♦coo♦♦♦♦♦♦o♦♦♦♦♦♦♦♦♦ t- instrument pursuant to its bylaws or a resolution of its boat " of directors. d ,y,"�. JO ANN JOHNSON ♦ IWITNESS my hand and official seal. —n Signature JoAnn Johnson • o 4's�.-`' ,�; NOTARY PUBLIC-CALIFORNIA • ♦ e/ J PRINCIPAL OFFICE IN ♦• • ORANGE COUNTY • • WHOM SEAL Mr Commission Leakes Aril 26, 19f6 • 1 Name (Typed or Printed) (This area for official notarial seal) ACCEPTANCE AND AGRE NT The Undersigned USF INVESTORS, A Georgia Butine s Trust as the Beneficiary or Grantee named in certain financing documents mentioned in the foregoing Consent, in its own behalf and for its successors in interest, and with and for the benefit of the Lessor named in said Consent, does hereby approve, accept and agree to be bound by each and all of the conditions, covenants and acknow- ledgements set forth in said Consent. Dated at aam wpm , California, this day of MARE H , 19.l•' USF By: Bv: iness Trust The Undersigned BALBOA BAY CLUB, INC., a California corporation, as the Lessee and Assignor named in the foregoing Consent, and as the Trustor or Grantor under the financing docu- ments therein mentioned, in its own behalf, and with and for the benefit of the Lessor named in said Consent does hereby approve, accept,and agrees to be bound by each and all of the conditions, covenants and acknowledgements set forth in said Consent. Dated at 104NT/3 A/04 , California, this %/ Ty day of ✓74rcH , 19-2.3b. BALBOA BAY CLUB, INC. By: tr _2017_7 %j By: car --a i f 4111 r, CONSENT AND ASSIGNMENT OF LEASEHOLD ESTATE BY DEED OF TRUST Reference is hereby made to that certain lease dated March 24, 1948, as amended April 10, 1950, September 25, 1952, and March 28, 1960, wherein the CITY OF NEWPORT BEACH, a municipal corporation,. is the lessor (the "Lessor), and BALBOA BAY CLUB, INC., a California corporation, is the lessee (the "Lessee") covering and affecting certain real property situated in the City of Newport Beach, County of Orange, State of California, which property is more particularly described in said lease, as amended (said lease, as amended, is here- inafter referred to as the "Main Lease"). BALBOA BAY CLUB, INC. proposes to hypothecate a portion of the leasehold estate created by the Main Lease, by a deed of trust (hereinafter referred to as "Equitable Deed of Trust") which relates to a certain portion of said leasehold estate more particularly described in the Equitable Deed of Trust. An unexecuted copy of the Equitable Deed of Trust in substantially the form in which it will is attached to this Consent and be executed by the parties thereto marked Exhibit A, and by this reference incorporated in this Consent for identification. The Equitable Deed of Trust is further described as follows: Deed of Trust to be given by Balboa Bay Club, Inc., a California corporation, as Trustor, in favor of Equitable Savings and Loan Association, a California corporation, as Beneficiary, under.which EPS Title Service Co. is Trustee, as security for the payment of an indebtedness not to exceed the sum of $2,500,000. The CITY OF NEWPORT BEACH, as Lessor, hereby consents to the Equitable Deed of Trust upon the condition that the same is given and accepted subject to the following covenants and conditions, to wit: (a) That except as herein otherwise provided, the Equitable Deed of Trust and all rights now or hereafter acquired thereunder, are, and shall be subject to each and all of the covenants, conditions and restrictions set forth in the Main Lease, and to all rights and interests of the Lessor therein, none of which are or shall be waived by this consent; -1- HP:sm(6)-3 (b) That should there be a conflict between the provisions of the Main Lease and the provisions of the Equitable. Deedof Trust, the former shall control; (c) That if the leasehold estate of the Lessee which is the subject of the Equitable Deed of Trust shall be foreclosed or otherwise acquired under the Equitable Deed of Trust, or if the leasehold estate of the Lessee which is the subject of the deed of trust given to Union Bank, as Trustee and Beneficiary (the "Union Bank Deed of Trust") hereto- fore consented to by the Lessor by a Consent, dated December 28, 1965, shall be foreclosed or otherwise acquired under the Union Bank Deed of Trust, the Main Lease shall thereupon automatically be deemed to be two separate and distinct leases (the "A Lease" and the "B Lease") in lieu of and instead of the single Main Lease. All of the respective provisions of the A Lease and the B Lease shall be identical with the provisions of the Main Lease, except that (i) the demised premises covered by the A Lease shall, for all purposes of the A Lease (including the percentage rental provisions thereof), be deemed to be only the property described in the Equitable Deed of Trust, (ii)the demised premises covered by the B Lease shall, for all purposes of the B Lease (including the percentage rental provisions thereof), be deemed to be only the property described in the Main Lease excluding the property described in the Equitable Deed of Trust, (iii) the paragraphs of the A Lease entitled "Minimum Rental" and "Percentage Rental" shall be deemed to be in the form attached to this Consent and marked Exhibit B, and by this reference incorporated in this Consent for identification, and (iv) the paragraphs of the B Lease entitled "Minimum Rental" and "Percentage Rental" shall be deemed to be in the form attached to this Consent and marked Exhibit C, and by this reference incorporated in this Consent for identification; (d) That nothing in this Consent shall be deemed to prohibit the assign- ment by the holder of the promissory note secured by the Equitable Deed of Trust, together with the Equitable Deed of Trust, without the prior consent of the Lessor;. (e) That if the leasehold estate of the Lessee which is the subject of the Equitable Deed of Trust shall be foreclosed. or otherwise acquired under the Equitable Deed of Trust, (i) the transferee thereof shall thereupon and thereby assume the performance of and shall be bound by 'each and all of the covenants, conditions and obligations provided in the A Lease to be performed and observed by the Lessee thereunder, and (ii) the leasehold estate which is the subject of the Union Bank Deed of Trust shall thereupon and thereby be deemed to be the leasehold estate which is the subject of the B Lease. If the leasehold estate of the Lessee which is the subject of the Union Bank. Deed of Trust shall be foreclosed or otherwise acquired under the Union Bank Deed of Trust, (i) the transferee thereof shall thereupon and thereby assume the performance of and shall be bound by each and all of the covenants, conditions and obligations provided in the B Lease to be performed and observed by the Lessee thereunder, and (ii) the leasehold estate which is the subject of the Equitable Deed of Trust shall thereupon and thereby be deemed to be the leasehold estate which is the subject of the A Lease; (f) That the Lessor agrees that it will not terminate the Main Lease because of any default or breach thereunder on the part of the Lessee if the holder of the Equitable Deed of Trust, within thirty (30) days after the service of written notice from the Lessor of its intention to terminate the Main Lease for•such default or breach, shall either cure such default or breach, if the same can be cured by'the payment -2- HP:bn (6) -2 • of money, or if otherwise, shall undertake in writing with and •for the benefit of the Lessor, to keep and perform all of the covenants and conditions of the Main Lease provided therein to be kept and performed by the Lessee, until such time as the leaseholdestate of the Lessee shall be sold upon foreclosure pursuant to the Equitable Deed of Trust, or shall be released or reconveyed thereunder; provided, however, that if the holder of the Equitable Deed of Trust shall fail or refuse to comply with any and all of the conditions of this subparagraph (f), then and thereupon the Lessor shall be released from the covenant of.£orebearance herein contained, and any notice provided for in this subparagraph (f) shall be for the service of notices, and shall be delivered or directed to the holder of the Equitable Deed of Trust at its address as last shown on the records of the Lessor; (g) That the Lessor assumes no liability or responsibility for the order of priority of the Equitable Deed of Trust or the :elation of it to any other deed of trust affecting said leasehold ea+_ate; (h) That upon and immediately after the recording of the Equitable Deed of Trust the Lessee, at its own expense, shall cause to be recorded in the office of the Recorder of said Orange County a written request executed and ac.nowledced by the Lessor for a copy of any notice of default and of any notice of sale under the Equitable Deed of Trust as provided by the statutes of the State of California relating thereto. Concurrently with the execution of this Consent the Lessee shall furnish to the Lessor a complete copy of the Equit- able Deed of Trust and the promissory note secured thereby, together with the name and address of the holder thereof; (i) That this form of Consent shall be recorded contemporaneously with the recordation of the original of the Equitable Deed of Trust herein referred to and to which this Consent relates, in which event the copy of the Equitable Deed of Trust attached hereto shall not be recorded. This Consent is conditioned upon the (i) execution by the Lessee and Equitable Savings and Loan Association of the Acceptances and Agree- ments attached hereto and made a part hereof, and (ii) the reconvey- ance to the Lessee of all deeds of trust covering the leasehold estate created by the Main Lease (other than the Union Bank Deed of Trust) and the payment or other discharge of the indebtedness secured thereby. Dated: APPROVED AS TO FORM Dared: /V /%��ytrsf /g6 7 CITY ATTORNEY By_ /G -3- , 1967 CITY OF NEWPORT BEACH By • GfAa�O C ty Clerk. HP:bn(6)-2 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE On this I6t.�t day of Avert , 1967, before me, the undersigned, a Notary Public in and for said County and State, personally appeared TAW WSW PAUL.J. A MMER and , known to me to be the Mayor and City Clerk, respectively, of the CITY OF NEWPORT BEP^.H, the municipal corporation that executed the within instrument, known to me to be the persons who executed the within instrument on behalf of said municipal corporation, and acknowledged to me that such municipal corporation executed the same pursuant to a resolu- tion of its City Council. WITNESS my hand and official seal. Notary Public in and for said County and State leart PUIUC j yjit?`v. . MMWARET L COOPER ', `.4,"taw it 111.9 mtatn -4- HP:bn(6)-2 ACCEPTANCE AND AGREEMENT The undersigned BALBOA BAY CLUB, INC., a California cor- poration, as the Lessee and Assignor and as the Trustor under the Deed of its own behalf, and with and for the in said Consent does hereby approve, named in the foregoing Consent, Trust therein mentioned, in benefit of the Lessor named accept, and agrees to be bound by each aid all of the conditions, covenants and acknowledgements set forth in said Consent. Dated at Beverly Hills, California, this , 1967. (Corporate Seal) .STATE OF CALIFORNIA. ) ) ss COUNTY OF LOS ANGELES BALBOA BAY CLUB, INC. day of Vice President By Secretary On this day of , 1967, before me, the undersigned, a Notary Public in and for said County and State, per- sonally appeared Edward D. Tisch and Monte E. Livingston, known to me to be the Vice President and Secretary respectively, of the cor- poration that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors. WITNESS my hand and official seal. Notary Public in and for said County and State HP:bu(6)-1 ACCEPTANCE AND AGREEMENT The undersigned EQUITABLE SAVINGS AND LOAN ASSOCIATION, a California corporation, as the beneficiary named in a certain deed of trust mentioned in the foregoing. Consent, in its own behalf and for its successors in interest, and with and for the benefit of the Lessor named in said Consent, does hereby approve, accept and agree to be bound by each and all of the conditions, covenants and acknowledge- ments set forth in said Consent. Dated at IA/4/7 , California, this 5 in/ day of X/asz , 1967. / (Corporate Seal) STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. EQUITA By/ S60,7 resident By . i7ss47L -t Secretary E SAVINGS AND LOAN ASS"CIATION On this Ss day of 14u9a s -/ , 1967, before me, the undersigned, a No Notary Public in and for said Copmy and State er- sonally appeared I7//i//P YV. A/4e8/4g704) and Ili ,ebt,w - �. iLE5i5' known to me to be t sPresident ecretary, respectively, of the corporation thattexYect ed the whin instrument, and known to me to be the persons who executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors. WITNESS my hand and official seal. DOROTHY J. NOBLE NOTARY PUBLIC - CALIFORNIA PRINCIPAL OFFICE IN LOS ANGELES COUNTY Notary n County and State DOROTHY 1. NOBLE, My Commission Expires March 30, 1970 ' t.atf Pub >_c and for said HP:bu(6)-1 -6- ACCEPTANCE AND AGREEMENT The undersigned UNION BAN}Z, a California corporation, as the trustee and beneficiary named in a certain deed of'trust mentioned in the foregoing Consent, in its own behalf and for its successors in interest, does hereby approve, accept and agree to be bound by each and all of the conditions, covenants and acknowledgements set forth iri said Consent. Dated at Los Angeles, California, this //_dayof —AS474— , 1967. UNION BANK (Corporate Seal) By„� Loon ORcer STATE OF CALIFORNIA ) ss COUNTY OF LOS ANGELES ) On this day of , 1967, before me, the undersigned, a Notary Public in and for said County and State, personally appeared and , known to me to be the Vice President and Associate Counsel, respectively, of the corporation that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its by- laws or a resolution of its Board of Directors. WITNESS my hand and official seal. Notary Public in and for said County and State HP:bn(6)-2 , RECORDING' REQUESTED BY ' - WHEN RECORDED MAIL TO EQUITABLE SAVINGS and LOAN ASSOCIATION 6569 VAN NUYS BOULEVARD VAN NUYS, CALIFORNIA 91401 SPACE ABOVE THIS LINE FOR RECORDER'S USE DEED OF TRUST (SHORT FORM) • (incorporating by reference certain orovis ions of a recorded fictitious Deed of Trust) This Deed of Trust Made this 26th day of BALBOA BAY CLUB, INC., a Corporation, formerly WRATHER INVESThENT, INC., a Corporation whose address is 1221 West Coast Highway, EPS TITLE SERVICE CO. EQUITABLE SAVINGS -and LOAN ASSOCIATION, WITNESSETH: OF SAL the pr3 L ty Newport Beach, July , 19 67 , between ' : herein called "TRUSTOR". California 92660 a California corporation, herein called "Trustee" and a California corporation, herein cal led"Beneficiary '. -That Trustor IRREVOCABLY GRANTS. TRANSFERS AND ASSIGNS TO TRUSTEE IN TRUST, WITH POWER Orange • County, California, described as: TOGETHER WITH all buildings, improvements and fixtures now or hereafter placed thereon, it being understood and agreed that all appliances and equipment attached to said property or any building thereon shall be deemed fixtures and part of the realty.. Except where the context otherwise requires, the expression "said property" as used in this Deed shall include all such buildings, improvements, fixtures. appliances and equipment, as well as the land hereinbefore described. • For the purpose of Securing: (a) Payment of the indebtedness evidenced by a Promissory Note of even date herewith, in the principal sum of $ 2,500,000.00 , made by Trustor, payable to Beneficiary or order, and all extensions, modifications and renewals thereof; (b) Payment of such additional sums, with interest thereon, as may hereafter be borrowed from Beneficiary by the then record owner of said property, and all extensions, modifications and renewals thereof; (e) Payment with interest thereon of any other present or future obligation of Trustor to Beneficiary, whether created directly or acquired by assignment, whether absolute or contingent, whether due or not, whether otherwise secured or not, • and whether existing at the time of this Deed or arising thereafter; (d) Performance and discharge of every obligation, covenant, and agreement of Trustor contained or incorporated by reference in this Deed; the Promissory Note hereby secured, or in any Construction Loan Agreement, Assign- ment; Pledge Agreement, Chattel Mortgage, Supplemental Agreement, or other instrument now or hereafter executed by Trustor in connection with the loan evidenced by said Promissory Note or in connection with any future loan or advance hereby secured or in connection with any other obligation owed to Beneficiary by Trustor. To Protect the Security of this Deed, Trustor agrees: To perform and observe all the covenants, agreements and provisions set forth in Paragraphs 1 to 23, inclusive, of the fictitious Deed of Trust recorded in the offices of the County Recorders of the Counties hereunder specified on the respective dates and in the respective books and pages specified opposite the names of said Counties-: . DATE 8-3-66 8-5-66 8-3-66 8-3-66 8-3.66 8-3-66 8-3-66 8-5-66 • COUNTY KERN LOS ANGELES ORANGE RIVERSIDE SAN BERNARDINO SAN DIEGO SAN LUIS OBISPO SANTA BARBARA DOCUMENT OR BOOK PAGE FILE NUMBER • 3968 T5060 8008 6674 Series 7, 1966 1405 467 301 333 38 262 41223 3138 2476 79094 531 126046 16242 2161 17 25502 8-3-66 VENTURA 3025 433 39812 • All of which Paragraphs are hereby incorporated herein and made an integral part hereof for all purposes as though set forth herein in full. A copy of said paragraphs appears on the reverse hereof and Trustor acknowledges that he has read a copy of said paragraphs Trustor requests that a copy of any Notice of Default hereunder be mailed to him at his address above set forth. - - STATE OF CALIFORNIA - SS. COUNTY OF • On before me, the under- signed, a Notary Public in and for said State, personally appeared known to me to be the person whose name. _subscribed to the within instrument and acknowledged that executed the same. WITNESS my hand and official seal. Signature Signature of Trustor - BALBOA BAY CLUB, INC., a corporation,. to arly WI&ATHTI IN'6'BJ"'i'-ENTalti6 •aLion Eby: Edw Tisch, Vice Pressidant by: .Monte E. Livingston, Secretary 1 4 f' I Name (Typed or Printed) If ESEtU izo Ov d C9a vO0.nT10'w T - CE"" p':0, Title Order No. 435216 L,3 ORm REA FOR OFFIC;AL t,OTARtA L AL Escrow or Loan No. 26150-7 al DO NOT RECORD - The following is a copy of aaanrtion of the fictitious Deed of Trust incorpo>r in the fo:egoing.Deed of -Trust. TO PROTECT 4ECURITY OF THIS DEED OF TRU RUSTOR AGREES: 1. Trustor strall keep said properly in good condition and repair and shall not Run ove or demolish any building thereon; Trustor shall complete or restore promptly.and in good and workman- like manner any building which may be constructed. damaged or destroyed thereon and will pay when due all claims for labor performed and material furnished therefor; Trustor shall comply with all laws and regulations affecting said property or requiring any alterations, repairs or improvements thereon; stall not Commit or suffer any waste thereon; shall not commit or surer any act upon: said property in violation of law or regulation; shall paint, decorate, cultivate, inmate. fertilize, fumigate ar9 prune sai: p1Operly and, consistent with the use thereof, do'alt other acts which the character or use of said properly may reasonably require. 2. Trustor shall, at Trustor's expense, provide and maintain in force at all times with respect to 3CId properly, lire and other types of insurance as may be required by Beneficiary. All of such insurance policies shall have a loss payable endorsement in favor of Beneficiary; shall be far a term and in form, content, amount, and with such insurance companies, as maybe satis• - factory to Benefice ary, and shall be delivered to and remain in possession of Beneficiary as further security for the faithful performance of this trust. At least thirty (30) days before the ex. piration of any such insurance policy, a policy or policies renewing or extending such expiring insurance shall be delivered by Truster to Beneficiary. In the event any Such Insurance policy is not 50 delivered to Beneficiary or In the event any Such insurance policy is cancelled, Beneficiary shall, without notice to or demand upon Truster, obtain such insurance with Such Company as Beneficiary m-ay deem satisfactory, and pay the premium therefor. and the amount of the premium shall be Charged to and promptly paid by Trustor or. at the Option of Beneficiary, may be added to the indebtedness secured hereby. In the event Beneficiary obtains any such insurance policy. Truster, for his own benefit and for the protection of his equity interest In Said property, requests and authorize Beneficiary, but without liability 0n the part of Beneficiary for failure So t0 d0. t0 lake Out such policy in an amount equal to the original principal amount 0f the loan secured by this Deed. Neither Trustee nor Beneficiary shall be responsible far such insurance or la the collection 01 any msmance monies. Or for any insolvency of any Insurer or insurance underwriter. Any and all unexpired in shall inure to the benefit of the purchaser 0f said property at any Trustee's Sale held hereunder. The amount collected under any fire or other. in surance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine or, at Ire option of Beneficiary, any part or all of such amount may, without reducing Inc indebtedness secured hereby, either be used to replace, restore or reconstruct said property to a condition Satisfactory to Benefi diary, or be released to Trustor.' Such application or release shall net cure waive any default or notice of default hereunder or Invalidate any act dune pursuant to such notice. - 3. In the event Truster shall take out a policy of life insurance, accident insurance or health insurance, and shall assign er deliver any SUCK policy t0 Beneficiary a5 further Security here' under, then on failure of Trustor to pay any premium thereon; Beneficiary shall be entitled, but not obligated, to pay any such premium, and any amount 5o paid shall be Charged to and promptly Paid by Trustor of, at the option of Beneficiary, may be added to the Indebtedness secured hereby. 4. Trustor shall la1 at Trustor s sole expense, appear in and defend any actor; or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee;; (b) at the option of Beneficiary, assign to Benebdr ay. to the extent of Beneficiary's interest, any cause al action Trustor may have against any party with respect to negotiations preliminary to the sales transaction of said property, the sale of said property, or to said property itself. 5. 'frusta; shall pay (a) at least len 110I days before delinquency, or at the option of Beneficiary, when due, all general and Special city and county taxes and assessments affecting Said property, including any assessments on appurtenant water stock; (b) when due, all special assessments for public improvements wr lh0ut permitting any improvement bond to' issue for any Special assessment; lc) on demand of Beneficiary, all encumberances, charges and liens- with interest, on said pmpefty or any part thereof, which are or may be prior or superiof hereto; and (Mon demand of Beneficiary or Trustee, all costs, fees and expenses uncured by either Beneficiary or Trustee pursuant to any provisions contained in this Deed. Should Trustor fail to make such payment, Beneficiary may, out shall not be obligated lo, make such payment, and any amount so paid snail be added t0 the indebtedness secured hereby. 6. Should Trustor fail to make any payment or do any act provided in tins Deed. then Br- ehcrafy or Trustee, but without obligation 30 to do, and without notice to or demand upon Tnuato:, and without releasing Trustor from any obligation hereof, may mare any such payment or d0 any such act In such manner and l0 such extent as either may deem necessary to protect the Security hereof, Beneficiary or Trustee being authorized to enter upon said property at any time for such purpose. 7. Notwithstanding the ptovis1Ons of paragraph 4. Benefi c lary or Trustee may (al commence ana prosecute or appear in and defend any action or proceeding purporting to affect the Sedulity hereof or the rights or powers or Beneficiary or Trustee; (bi pay, purchase, contest or common's,' ana encumbrance, charge or hen which In the judgment al either appears to be prior or superior hereto, and (C) in exercising any such tight. incur any 1i Wiry and expend whatever a nts air ' rummery necessary, Inc ludrng cost of evidence of tine and reasonable attorney's fees. 8. Trustor shall pay immediately upon demand all sun. expended you admi Ted once ,'.e terms of t is Deed by Beneficiary or Trustee, with interest from the date of expenditure at a rate equal to the rate provided for in the Note secured hereby. and Ih¢ repaymerl , Ted of all such sums with interest as aforesaid shall be seemed hereby. 9. Trustor shall pay to Beneficiary. if Beneficiary shall so request, in addition to any other payment requited hereundef, monthly inslaliments for the purpose of creating and maintaining a fund to insure payment when due, or before delinquency, of any or all of the taxes, assessments and premiums for any of the policies or insurance provide: for in paragraphs 2, 3 and 5 above, Trustor agreeing, upon request of Beneficiary. to deriver eternally t0 Beneficiary all bills and notices thereof. Such installments shall be in such amounts as Beneficiary shall estimate 10 be necessary in order to insure that there will be sufficient monies 'nisei.] fund to pay all such taxes, assessments and premiums Thirty (30) days Oetore they become due of delinquent, and shall be payable on the same date of each calendar month as i5 specified in the Promissory Note Secured hereby for the payment of principal and interest installments. If the amounts paid to Bane. ficiary under the provisions of this Paragraph are insufficient to pay such premiums, taxes and assessments as they become due. Truster shall pay to Benebci ary promptly upon demand the am ount of the deficiency, 10. In the event of default in the payment of any of the monies to be paid pursuant to this Deed or the Note secured hereby, Or in the performance of any of the covenants and obligations hereby secured, then any funds in Die possession of Beneficiary under the provisions of Paragraph 9 may, at the option of Beneficiary, be appl red upon any indebtedness secured hereby. 11. Should Trustor (either by deed or contract of sale or otherwise) sell, convey. alienate or further encumber said property or any part thereof or any interest therein, of suffer his title or any interest therein to be divested, whether voluntarily or involuntarily. or should Trustor change or permit to be changed the character or use of said properly without, in each instance, the written consent el Beneficiary being first obtained. then Beneficiary shall have the right, at its aptr en, lO declare all sums Secured hereby immediately due and payable. _ 12. Any award a: damages or compensation for injury to, or in connection with any condemnation for public use of. said property or any part thereat shall be and Is hereby assigned by Trustor l0 and shall be paid to Beneficiary, who may apply or release the amount thereof in the same manner as above provided tot the proceeds 01 file Or other insurance. 13. Beneficiary. by accepting payment of any sum secured hereby after its due date. or by making any payment or taking any action which, under the provisions hereof- Benefi Cicely i3 entitled but not obligated to make or take, or by forbearing hom enforcing any of its rights. does not waive its right to require payment from Trustor and to declare a default for Trrst01's failure t0 pay. 14. Upon written request of Beneficiary and presentation of this Deed and the Note secured hereby For endorsement, and without affecting the liability Of any person for payment of the Indebted- ss secured hereby, Trustee may lal reconvey any part of said property. (b) execute the title sheet of any map. plat or record Of survey thereof. (d) loin in granting any easement thereon, 0r Id) join in any agreement modifying the terms hereof Or subordinating the lien or charge heteot 15. Truster shall deliver to Beneficiary from time to time, within thirty (30) days of ropiest in writing by Beneficiary, a sworn itemized statement, for such annual or other period as BMC helm may designate. of all rents and ether Income received and of all expenses incurred in connection with said property and each unit or apartment thereof. and the operation of any bu Sine55 - thele0n. such statement to include the amount of gross sales of each tenant, rr any, whose rent is computed on a percentage basis, and in addition shall deliver to Beneficiary on request, photo- copies of all leases. agreements, vouchers, receipts and other documen l5 supporting the items of income and expense shown in such statement. Truster shall keep and maintain a full and accu rate set of books and records showing all the matters above specified. and shall permit Beneficiary at any time to inspect and audit al l.Tiustoi s books of account, records, and papers relating to any of the foregoing matters, and in the event any such audit is caused to be made by Beneficiary by reason of the failure of Truster to deliver any itemized statement as enquired by the fore- going provisions, then Trustor shall pay to Beneficiary on demand all expenses infused by B¢netiCi dry in connection with such audit. None of the provisions of this paragraph 15 shall be applicable so long as card property l5 used as the single family residence of Tesler and TruSloi s immediate family, and for no other purpose. 16. Trustof shall pay to Beneficiary the sum of $15.01 or such other amount as may from time to time be permitted by law for furnishing in connection with this Deed or the Note secured hereby, each statement pursuant to Section 2943 of the Californ. a Cr,.• ::ode or any amendment thereof for the time being in force; and in addition, shall pay Beneficiary's and Trustee's fees, charges and expenses, not to exceed the maximum -rate prevailing at the time, for any other statement, information or services furnished by Beneficiary or Trustee in connection with this - Deed Or the Note Secured hereby. Said services shall include, bum shall not be limited to. the processing by Beneficiary or Trustee, or boll, of assumptions. substitutions, modifications, ex- tensions, renewals, eobordinations, rescissions, Changes of owner, recordation of map, plat or record of survey, grants of easement, and lull and partial redo veyances, and the obtaining by Beneficiary of any policies of insurance pursuant to any of the provisions contained in this Deed. 17. Upon written request 01 Beneficiary slating trial all sums Secured hereby have been paid, and Upon Surrender of this Deed and the Note secured hereby to Trustee for cancellation and retention, and upon payment of Its fees, Trustee scow reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters of tact shall be conclusive - proof of the truth thereof. The grantee in such rerm.veyance may be described as "the person or persons legally entitled thereto,' Five years after the date of such reconveyance. Trustee may desp ey the Deed and Note, without liability. ' 18. Trustor hereby assigns and iran5fer5 to B 'neficiary during the continuance of these trusts, all rents, issues, profits and royalties Or said property including those arising by reason of any oil, gas or mineral lease thereof, and ail installments of money payable pursuant to any contract of sale relating t0 said properly or any part thereof, Ioget et with the right, power and authority to collect and retain all said rents. oar is, royalties and installments as the same become due and payable. All ironies received by Beneficiary through the exercise of the foregoing assignment, less all expenses (including teasocaole attorney's fees) incurred by Beneficiary in collecting said monies. shall be applied by Beneficiary on any -indebtedness secured by this Deed of Trust as Beneficiary may determine. The foregoing assignment is intended as an absolute assignment to take effect only upon a default by Trustor in any of Trustor s obligations under this Deed of Trust. and Trustor accordingly reserves the eight, prior to any such default, to collect and retain all such rents. issues, profits, royalties and installments as they become due and payable. 19. Upon default by Trustor in payment of any indebtedness. Or in the performance of any obligation secured by this Deed, Beneficiary may. without notice and irrespective of whether de' Claralion of default has been delivered to Trustee and without regard to the adequacy of the security for the indebtedness secured hereby, either personally or by attorney or agent, without bringing any action or proceeding, or by receiver to be appointed by a court, enter into possession and bold. occupy, possess and enjoy Said property; make. cancel, enforce or modify leases; obtain and eject tenants; set or modify rents; take, receive and collect all or any part of the rents, issues and profits thereof; and, after paying such costs of maintenance and operation of said property as it in its judgment may deem proper, apply the balance upon the entire indebtedness then secured hereby. The acceptance of such rents, issues and profits shall not constitute a waiver of any Other tight which Trustee or Beneficiary may have rider this Deed or under the laws or California. The receipt and application by Said Beneficiary of -such rents. issues and profits, pursuant hereto, after execution and delivery of Declaration of -Default and Demand for Sale or during the pendency of a Trustee's 53le hereunder. Shall not pure any Such breach or de- fault, nor affect said sale proceedings Or any Sale made pursuant thereto, but such rents, issues and profits. less all c05ts Of °per alien and maintenance. when received by Benefi Ciary, shall be applied in reduction of the entire indebtedness from time to time secured hereby. Tustor shall not in any manner obstruct or interfere with any of Beneficiary's rights under this paragraph. 20. Upon default by Trustor in payment of any indebtedness. Or performance of any obligation, secured by this Deed, Beneficiary may, in addition to any other remedy or process available to Beneficiary. declare all sums secured by this Deed immediately due and payable by delivering to Trustee a written deClaati on of default and causing to be recorded a written notice of default and election to sett, and shall deposit wren LuStee this Deed and all Notes secured by this Deed and all documents evidencing expenditures secured by this Deed. After the lapse of such tune es may be required by law (allowing recordation of Said notice of default, and after giving all such notices a5 may be required by law, Trustee, without demand on Trustor, shall sell said pro- perly. either as a whole or in separate parcels, and in such order as it may determine, by public auction to the highest bidder fry cash in lawful money of the United States, payable at time of Sale. Trustee may postpone sale Of all or any portion Of said properly by public announcement at the time and place fixed for such Sale, arid from time to titre thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to the purchaser at such sale its deed conveying the property so sold, but witnaut any covenant or wavanty, expressed or implied. The recital in such deed of any matters of fact shall be conclusive proof of the truth thereof. Any person, including Trustor. Trustee and Beneficiary. may pur- chase al such sale. Alter deducting all costs. fees and expenses of Trustee and of this Trust, including cost of evidence Of title in connection with the sale, Trustee shall apply the proceeds of Sale to payment, first, of all sums expended under the terms of this Deed, not then repaid, with accrued interest at the rate speciri06 in the Note secured by this Deed. and then of an other 50m5 Secured by this Deed, and. N there be any proceeds remaining, shall distribute them to the per50n or persons legally emitted therel0. Trustee 5 said leas shall not exceed the maxlmUm late prevailing at the lime for similar services by other trustees in the area. 21. Trustor hereby waives. to the tallest extent permissible by law, the right to plead any Statute of limitations as a defense to any demand seated by this deed, 22. Beneficiary may, from time to time, by instument in writing, substitute a successor or successors to any Trustee named herein dr acting hereunder, which instrument, executed and aC , knowledged by Beneficiary and recorded in the office of the Recorder Of the county or counties where said property is situated. shall be conclusive proof or the proper substitution of such successor Trustee of Trustees. who shall, without conveyance, succeed 10 all the title, estate, rights, powers anduties of the predecessor Trustee. Said in5trume0t shall Contain the name and address of the new Trustee. If notice of deraulr shall have been recorded, this power of substitution may not be exercised unless the Men acting Trustee signs an endorsement an such instrument of substtution to the effect that all costs, fees and expenses due to such Trustee have been paid or satisfied. 23. This deed shall be binding on, and enure toted benefit of all parties hereto and theii respective heirs, legatees. devisees. administrate: 5. executors. successors and assigns. The term 'Beneficial,' shall mean the owner and homer (including a pledgee) of the Note secured hereby, whether or net named a5 Beneficiary herein. In this Deed. wherever the context so legumes. the masculine gender includes the feminine and neuter. the singular number includes the plural, and vice versa, and if more than one person is named as Truster, the obligations Of Trustor shall be the joint and several obligations of each such person. - - DO NOT RECORD - REQUEST FOR FULL RECONVEYANCE To be used only when note has been paid. TO EPS TITLE SERVICE CO., Trustee: Dated The undersigned is the legal owner and holder of all indebtedness secured by the within Deed of Trust All 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 Trust, delivered to you herewith together with the said Deed of Trust. and 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 AIL RECONVEV ANC E TO Equitable Savings and Loan Association aJ ea 3 Do not lose or destroy this Deed of Trust OR THE NOTE which it secures vies. iv 0510CN* sccecrsey Both must be delivered to the Trustee for cancellation beforerecon- veyance will be made. To protect and maintain the security of this Deed of Trust, Trustor further agrees: 24. That any default in the terms and conditions of that Lease dated March 24, 1948 and amended April 10, 1950, September 29, 1952 and March 28, 1960, by and between Trustor's assignor, as Lessee, and the City, of Newport Beach, California as Lessor, a copy of which was recorded January 14, 1954, in Book 2651, Page 126 of Official Records of Orange County, California, which continues for a period of thirty (30) days after notice thereof in writing from the City of Newport Beach to Trustor, shall constitute a default hereunder. 25. Any default in the terms and conditions of the following Installment Note to Union Bank, a California Corporation, by Trustor herein and/or the terms and conditions of the Deed of Trust securing Trustor's obligations under said Installment Note shall constitute a default hereunder: (a) Installment Note dated March 28, 1966 in the principal amount of S3,750,000.00 to Union Bank, secured by a Deed of Trust and Assignment of Rents of even date therewith. A Leasehold Estate created by that certain Lease dated March 24, 1948, executed by the City of Newport Beach, a Municipal Corporation, as Lessor, and by The Newport Bay Company, a Corporation as Lessee, for the term of 50 years from September 1, 1948, and continuing to and including the 31st day of August, 1998; upon the terms, conditions and convenants therein provided, recorded January 14, 1954, in Book 2651, Page 126, Official Records, and as amended by Instrument dated April 10, 1950, executed by said Lessor and said Lessee, recorded January 14, 1954, in Book 2651, Page 146, Official Records, and as further amended by an Instrument dated September 29, 1952, executed by said Lessor and said Lessee, recorded January 14, 1954 in Book 2651, Page 152, Official Records and by an Instrument dated March 28, 1960, executed by said Lessor and Lessee, recorded Anril 6, 1960 as Document No. 60007, upon the terms, conditions, and covenants, as thert i.n provid€<<; ;..L'h interest of the Lessee under said Lease was assigned to Wrather investment, Inc., a Corporation, now Balboa Bay Club, Inc., a Corporation, by Assignment recorded April 6, 1960, as Document No._60015 in Book 5179, Page 561, Official Records) insofar as said leasehold estate covers the following described property: .:' .I, .7 vrrel O1 riCy ai ti ;carry sc ee Le ' inn i ne at a point on the U. S. Bulkhead line extending from U. S. Bulkhead Station No. 129 to U. S. Pulkhead i•:U. Station 'T 130, U as said Lulkhead line and Bulkhead St:_ t.Or`3 are laid out and ;;:10"I1 on a 1:: p of Newport Beye, California, showing Harbor lines appro by the War D `71rt'_ :7t, January lc,, 1917, which said point is di3-'v... l-J South .1° 00' 00" EC; a;, Inef'3ured alone: said 7eulkhe-rid lines, 700.00 feet fro:. the intersection of said Bulkhead line with J_•-ee : o;J_,- ;esterly prolongation of the center lint' of ...'vine •vleeee, as shown on a map of roirst eid.di t_on to Newport : e } _its, recorded in book 4 page c�!. ?:iece l ,, iofcounty recorder �e � o_ �' 1 �.._ coos Naps, _n the O�'i �e the Of Said °ranee County, said point of intersection being the most southerly corner of lot H of Tract No. 919, as shown on a map re- corded iri boot. 29 °ages 31 to 34 inclusive of Miscellaneous I' e)e, in tha flffice of the county recto _',:.e::' c2 said Or aft e Coul1Ji:, _lice North 29 00' 00" East 154.19 feet to the southerly line oL' the 100-foot right of war of the California State Highway ORA-60- Wiz; thence e?_st:erl.-- alone said rthe 100-foot ri�:ht of _ southerly line ne of way of the California State Highway to an intersection i:ith the northwesterly line of Tract iio. 1140, as shown on a map recorded in book 36 page 23 of I•::LUcellaneous I`i+ps, in the office of the county recorder of said Orange County; thence South 29° 00' 00" West along said northwesterly lisle and the southwesterly pi o1on ;at�.on there- of 624.99 feet toy a point oni the said U. S. Bulkhead line between Station No. 129 ai-d Station No. 130, .:laid point being Station No. 130 as described in Decree in Case No. 20436 in Superior Court of the State of California, in and for the County of Orange; thence continuin South 29° 00' 00" '.;est 350.00 feet to a line parallel with and distant J50.00 feet southwesterly, measured at ri ':1t angles from the above mentioned U. S. Bulkhead line between Station No. 129 and Station No. 130; thence North 61° 00' 00" West along said .d parallel line, 1574.84 feet to a point which bears South 29° 00' 00" West 350.00 feet from the point of beginning; thence North 29° 00' 00" East 350.00 feet to said point of beginni ne . EXCEPT that portion thereof lying northwesterly of the following described line: Beeinning at a point on the southerly line of said 100-foot right of way, said point being radial Engineer's Station 6-E 6.15 on the center line of said Highway, said radial bears North 19 37' 57" E ,^,t f_'o:;t said point, ,a.id southerly line being a curve, concave o, e t ") _1 • a radius "i 1 s•!2 �l ^ thence southeast- erly n ' �.' per_ �: zT:�'�n�,t.J of _0, 0.00 feet; t; aloe: ... _. .carte and along said southerly line t.hr'ou;.,h a central angle of 3 5_ ' 27", a Cris to nce of 142.79 feet to a ta _'1 e:l t line; thence South 7 4° 21' 30" East 662. 0=} feet along said tangent line and along said southerly line to the true point of beginning; thence South 28° 5' 53 " ;;eat 19.71 feet; thence South 27' 00' 00" East 16.66 feet; thence South 28 58' 53" ':•:est 480.00 feet to said line narale_ with and SOLtlie3 Ve-_el y 350.00 feet from said Bulkhead line. ALSOEXCEPT ,a' r '-ere l - southwesterlythe e-r' . s., :(it'.Pl l..t .L ;h0:;_ :tO •l l..S�._ 03 _� :ice SO;II:]ti:..,>..e�__J ofc.::,_�: lt- in` concrete bulkhead or below the mean high tide line of the Pacific Ocean in Newport '�ka- as to those portions where no improved bulkhead e: ists. MINIMUM RENTAL THE COMPANY SHALL PAY TO THE CITY AS A MINIMUM RENTAL FOR.THE USE AND OCCUPANCY OF THE DEMISED PREMISES THE SUM OF -.TWENTY-SEVEN THOUSAND NINE HUNDRED AND NINETY DOLLARS ($27,990) A YEAR.' THE SAID MINIMUM RENTAL SHALL BE PAID IN EQUAL QUARTERLY INSTALLMENTS IN ADVANCE, WITH THE FIRST SUCH INSTALLMENT. FALLING DUE ON.APRIL 1ST. PERCENTAGE RENTAL THE COMPANY SHALL PAY TO THE CITY IN. ADDITION TO THE MINIMUM RENTAL IN THE FOREGOING PARAGRAPH MENTIONED FOR THE USE AND OCCUPANCY OF THE DEMISED PREMISES A SUM EQUIVALENT TO FIVE PERCENT (5%) OF THE GROSS OPERATING REVENUES OF THE COMPANY, NOT IN EXCESS OF FOUR HUNDRED SIXTY-SIX THOUSAND FIVE t1HUNDRED .DOLLARS ($4466,500). PLUS A SUM EQUIVALENT TO.FOUR PERCENT (44%) OF THE GROSS OPERATING REVENUES OF THE COMPANY :N EXCESS OF FOUR HUNDRED SIXTY-SIX THOUSAND FIVE HUNDRED DOLLARS ($1466,500) AND NOT IN EXCESS OF SIX HUNDRED TWENTY-TWO THOUSAND DOLLARS,($622,000),' PLUS A SUM EQUIVALENT TO THREE PERCENT (3%) OF THE.GROSS OPERATING REVENUES OF THE COMPANY IN EXCESS OF SIX HUNDRED TWENTY-TWO THOUSAND DOLLARS ($622,000) RECEIVED BY THE COMPANY FROM ANY AND' ALL BUSINESS ACTIVITIES CONDUCTED BY IT AT, IN OR ABOUT THE DEMISED PREMISES DURING EACH YEAR OF THE TERM HEREOF, PLUS A SUM EQUIVALENT TO SUCH PERCENTAGE AS MAY BE MUTUALLY AGREED UPON BETWEEN THE PARTIES OF ALL SUB -RENTALS RECEIVED 'BY THE COMPANY FROM ANY AND ALL SUB -TENANTS' USING OR OCCUPYING ANY PART OR PORTION OF THE DEMISED PREMISES DURING SAID YEAR, LESS FROM . THE TOTAL OF ALL PERCENTAGE RENTALS A SUM EQUIVALENT TO THE MINIMUM RENTAL PAYABLE BY THE COMPANY FOR SAID YEAR UNDER THE TERMS AND PRO- VISIONS OF THE FOREGOING PARAGRAPH, THE PERCENTAGE,RENTAL PAYABLE BY THE COMPANY TO THE CITY IN EXCESS OF THE MINIMUM RENTAL FOR ,EACH YEAR OF THE TERM HEREOF SHALL BE PAID 'BY THE.COMPANY TO THE ,CITY ON OR BEFORE SI XTY,:(6O) DAYS FOLLOWING THE EXPIRATION OF EACH YEAR OF THE TERM 'HEREOF AND EACH PAYMENT OF PERCENTAGE RENTAL SHALL BE ACCOMPANIED BY A FULL, TRUE AND CORRECT STATEMENT PREPARED BY THE COMPANY INDICATING IN DETAIL ALL GROSS OPERATING. REVENUES AND SUB -RENTALS RECEIVED By IT IN CONNECTION WITH THE OPERATION OF THE'DEMISED PREMISES DURING THE YEAR OF i`.HE TERM HEREOF FOR WHICH SUCH PAYMENT 1S MA.DE. .NOTWITHSTANDING ANY PROVISIONS OF THIS PARAGRAPH TO. THE CONTRARY' IT IS AGREED THAT THE COMPANY SHALL PAY TO THE CITY TWO PERCENT .(2%) OF THE GROSS OPERATING REVENUES OF THE COMPANY DERIVED FROM THE SALE OF OFF -SALE LIQUOR: -2- EXHIBIT MINIMUM RENTAL THE COMPANY SHALL PAY. TO THE CITY AS A MINIMUM RENTAL FOR THE USE AND. OCCUPANCY 'OF THE DEMISED PREMISESTHESUM OF SEVENTEEN .THOUSAND AND TEN DOLLARS ($17,OiO).A YEAR. THE'SAID MINIMUM RENTAL- . SHALL BE PAID IN'EQUAL QUARTERLY INSTALLMENTS IN•ADVANCE, WITH THE. FIRST SUCH INSTALLMENT FALLINGIDUE ON APRIL 1ST. • PERCENTAGE • RENTAL THE'COMPANY SHALL PAY TO THE CITY IN ADDITION TO THE MINIMUM RENTAL IN THE FOREGOING PARAGRAPH MENTIONED FOR THE USE AND OCCUPANCY OF THE DEMISED PREMISES A SUM EQUIVALENT 70 FIVE PERCENT (5%) OF THE . GROSS OPERATING REVENUES,OF THE COMPANY, NOT INN EXCESS OF TWO HUNDRED. . EIGHTY�THREE THOUSAND FIVE HUNDRED DOLLARS ($283,500) PLUS A SUM. EQUIVALENT TO FOUR PERCENT_(%). OF THE GROSS OPERATING REVENUES OF • THE COMPANY IN EXCESS OF TWO HUNDRED EIGHTY-THREE THOUSAND FIVE HUNDRED DOLLARS ($283;5OO) AND NOT AN EXCESS OF THREE HUNDRED SEVENTY-EIGHT THOUSAND DOLLARS ($378,000),.PLUS A SUM EQUIVALENT 70 THREE PERCENT: (3%) OF THE GROSS OPERATING REVENUES OF THE COMPANY IN EXCESS OF THREE HUNDRED SEVENTY.•EIGHT THOUSAND DOLLARS ($378,000) RECEIVED BY THE COMPANY FROM ANY AND ALL BUSINESS ACTIVITIES CONDUCTED BY IT AT, IN OR ABOUT THE. DEMISED PREMISES DURING EACH YEAR OF THE TERM HEREOF; PLUS A SUM EQUIVALENT TO SUCH PERCENTAGE AS MAY BE MUTUALLY AGREED UPON BETWEEN THE PARTIES OF ALL SUB- RENTALS RECEIVED BY THE COMPANY FROM ANY AND ALL SUB -TENANTS USING OROCCUPYING'ANY PART OR PORTION OF THE DEMISED PREMISES DURING SAID.:YEAR, LESS FROM THE TOTAL OF ALL PERCENTAGE RENTALS • A SUM EQUIVALENT TO THE MINIMUM RENTAL PAYABLE BY THE COMPANY FOR SAID YEAR UNDER THE TERMS AND PROVISIONS OF THE FOREGOING PARAGRAPH. THE PERCENTAGE RENTAL'PAYABLE.BY -THE COMPANY TO THE CITY IN EXCESS OF.THE MINIMUM RENTAL ACCRUING FOR EACH YEAR or THE.TERM.'HEREOF SHALL BE • PAID BY THE COMPANY TO THE CITY ON OR BEFORE SIXTY (60) DAYS FOLLOWING THE EXPIRATION OF EACH YEAR OF THE TERM HEREOF AND EACH PAYMENT OF PERCENTAGE RENTAL SHALL BE ACCOMPANIED BY A FULL, TRUE,AND CORRECT STATEMENT PREPARED BY THE COMPANY INDICATING IN DETAIL ALL GROSS OPERATING REVENUES AND SUB -RENTALS RECEIVED BY IT IN CONNECTION WITH THE OPERATION OF THE DEMISED PREMISES DUR- ING THE YEAR or THE TERMHEREOF FOR WHICH SUCH PAYMENT IS MADE. NOTWITHSTANDING ANY PROVISIONS OF THIS PARAGRAPH TO THE CONTRARY,. IT IS AGREED THAT.THE COMPANY SHALL PAY TO THE CITY TWO PERCENT (2) OF THE GROSS OPERATING REVENUES OF THE COMPANY DERIVED FROM THE SALE OF OFF -SALE LIQUOR. CONSENT AND ASSIGMIENT OF LEASEHOLD ESTATE BY DEED OF TRUST . Reference is hereby made to that certain (i) lease, dated March 24, 1948, as amended April 10, 1950, September 25, 1952, and March 28, 1960, wherein the CITY OF'NEWPORT BEACH, a municipal corporation, is the lessor .(the."Lessor"), and BALBOA. BAY CLUB, INC., a California corporation, is the lessee (the "Lessee'), covering and affecting certain real property situated in the City of Newport Beach, County of Orange, State of California, which property is mere particularly described in said lease, as amended {said lease, as amended, is hereinafter referred to as the 'Main Lease"), (ii) deed of trust, dated March 28, 1966,.executed by the Lessor in favor of Union Bank (the "Bank") which as con- sented to by the Lessor by a Consent, dated: December 28,1965 (the. 'Union Bank First Deed of Trust"), and (iii) deed of trust, dated July 26, 1967, executedby the Lessor in favor of Equitable Savings and Loan Association ("Equitable') which was consented to by the Lessor by a Consent., dated August 14, 1967 (the °Equitable First Deed of Trust"). The Lessee proposes to hypothecate infavor of Union Bank .(the "Bank") a portion of the leasehold estate created by the Main Lease, by Modification of Supplement to the deed of trust, in.favor of Union Bank (the "Union Bank Supplement to Deed of Trust") which relates to a certain portion of said leasehold estate more particu- larly described in the Union Bank Supplement to Deed of Trust. An unexecuted copy of the Union Bank Supplement to Deed Of Trust in substantially the form in which it will be executed by the parties. thereto is attached to this Consentand marked Exhibit A, and by this reference incorporated in this Consent for identification. ,The Union Bank Supplement to Deed of Trust is further described as follows: Deed of Trust to be green by Balboa Bay Club, Inc., a California corporation, as Truster, in favor of .I Union Bank, a California corporation, as Beneficiary, as security for the payment of an indebtedness -net to exceed the sum of $4,000,000. The Lessor hereby consents to the Union Bank Supplement to Deed of Trust upon the condition that the same is given and accepted subject to the following covenants and conditions, to wits (a) That except as herein otherwise provided, the Union Bank Supplement to Deed of Trust and all rights now or hereafter acquired thereunder, are, and shall be subject to each and all of the covenants conditions and restrictions set forthin the Main Lease, and to all rights and interests of the Lessor therein, none of which are or shall be waived by this Consent; (b) That shouldthere be a conflict between the provisions of the Plain Lease and theprovisions of the Union Bank Supplement to Deed of Trust, the provisions of the plain Lease shall control; (c) That if the leasehold. estate of the Lessee which is the subject of the Union Bank First Deed of Trust,.the Union Bank Supplement to Deed of Trust, and/or the Equitable First Deed of Trust shall be foreclosed or otherwise acquired under any of deeds of trust, the Main Lease shall thereupon automatically be deemed to be two separate and distinct leases (the ."A Lease" and the "B Lease") in lieu of and instead of the. single Hain Lease. All of the respective provisions of the A Lease and the 13 Lease.shall be identical with the provisions of the Main Lease, except that (i). the demised premises covered by the A Lease shall, for all purposes of the A Lease (including the. percentage rental provisions thereo2),.be deemed to be only the property described in the Equitable First Deed of Trust, (ii) the .demised premises covered by the 8 Lease shall, for all purposes of . the B Lease (including the percentage rental provisions thereof), be deemed to be only•the property described in the Main Lease excluding the property described in the Equitable First Deed of Trust, (iil) the paragraphs of the A Lease entitled "Minimum Rental" and "Percentage Rental" shall be deemed -to be in the form attached to thia Consent - and marked Exhibit.B, and by this reference incorporated in this Consent for identification, and (iv) the paragraphs of the 8 Lease entitled "Minimum Rental" and "Percentage Rental" shall be deemed to • be in the form attached to this Consent and. marked Exhibit C. and by this reference incorporated in this consent for identification; (d) That"nothing in this consentshall be deemed to prohibit the assignment by the holders of the promissory notes secured by the Union Bank First Deed of Trust., Union Bank Supplement to Deed of Trust, and/or Equitable First:Deed of Trust, together with the Union Bank First Deed of Trust, Union Bank Supplement to Deed of Trust, and/or Equitable First Deed_of Trust. respectively. without the prior consent of the Lessor: (e) That if the leasehold estate of the Lessee which is the.. subject of the Equitable First Deed of .Trust or of the union Bank Supplement to Deed of Trust shall be foreclosed or otherwise acquired uncle; either Deed of Trust, (,) the transferee thereof shall thereupon and thereby assume. the performance-of.and shall be -bound by each and all of the covenantee conditions and obligations provided in theA Lease to be performed and observed by the Lessee thereunder, (ii) the leasehold estate which is thee -subject of.the Equitable First Deed. of Trust and the Union Bank Supplement-to:Deed of Trust.shali thereupon and thereby be deemed to be the leasehold estate which is the subject of the & Lease, and (iii) the leasehold estate which is the subject of the.Vnion Bank -First Deed. of Trust shall -there— upon -and thereby be deemed to be'the leasehold estate which is the subject of the B. Lease. • •(f). That if -the- leasehold estate of the Lessee which is the - subject - of the Union. Bank first Deed of.Trust shall be foreclosed -or otherwise acquired under said.Deed of Trust, (i) the transferee thereof shall thereupon and thereby assure the performance'of and shall be bound by each and all of. -the covenants, conditions and obligations provided in the B Lease to be performed -and observed by the...Lessee.thereunder, (ii) the leasehold estate which is the subject of.thc Union-1+ank First Deed of 'trust shall thereupon and .. thereby be deemed' tohe the -leasehold estate which iz the subject of'the B Lease, and (iii) the leasehold estate which is;the subject of the Egiait.3ble 'iret. eed of Trust anci' the Union Tienk supplement to Deed of Trust shall thereupon and thereby be deemed to be the • leasehold estate which is the --subject of the A Lease. (g) ' That the Lessor agrees that -it will not terminate the Main Lease because of Any default or breach thereunder on the'prart of the Lessee if the holder of the Union -Ban First Deed -of Trust or of the -Equitable First Deed of Trust, within thirty (30) days after the service of written notice frorathe Lessor of its intention -to terminate the Main Lease fox such de:facrit ar breach, shall either cure such default or breach, ff the arse can be cured by the payment of money, or if otherwise, shall:un'4rt&cir in writing with uid for the benefit of the leeseerr, to keep and.perform all of the covenants and conditions of the Bain Lease provided therein to be kept and performed by the Lessee, until such time as the leasehold.:estate of the Lessee sh311•be said -anon foreclosure pursuant to the Union Bank First Deed of Trust or the Equitable First Deed of Trust, or . . shall be released or reccnveyed there`anclert provided, however, - that if the holders -of the Union Bank First Deed of Trust and of the Equitable First Deed cif Trust shall fail or refuse to costply with any and all of the conditions of this subparagraph (g) , then and thereupon the Lessor shall -be released from the covenant of fprebearance herein contained, and any notice provided for in this subparagraph (g) shall be for the service of notices, and shall be da3,ivered or. directed to the holders of the Union Bank. First Deed of Trust end of the -Equitable First peed of -Trust at their addresses as -last shown on the records of the Lessor; (h) That the Lessor assures no tia'bility 'or responsibility for the order of 'priority of the Union r _.: z Firstteea of.TrIst, Union ant L- <' i _. _.._ni.Ltd o :"alLge sir. t DeeZ of • - Trust or the rolatisn o ny o f ''t qemtci c y othc deed of trust affecting' said i o •,<px sta (i) That upon and i :fv iateiy - Bank Sunnlencnt tori Il'cfd of 'a rutt . t'3e shall. oaw4so to be iry�.::.l zd3.d in the the recordinu . of the Union: C- l ,._ , et yye�t' it-nns 3a erce, 4.ale o4' the noeore_&.,aN_ of tail ange County a written request executed and acknowledged by he Lessor and a copy of any notice of default and of any notice of sale under the Union Da.n%c Supplement to Deed of Trust as provided by the statutes of. the State of California relating thereto. Concurrently with the execution of this Consent the Lessee shall f►rnioh to the Lessor a complete cow of the Union Bank. Supplement to De$ d of Trust .and the promissory notes secured thereby. together with the name and address of the holder thereof. (j) That this form of Consent shall be recorded. contemporaneously •with the recordation of the original oftheUnionnnk Supplement to teed of Trust herein referred to and to which this Consent relates, in which event the copy of the Union Flank Supplement to Deed of Trustattached hereto shall not be recorded. This Consent is conditioned upon the execution by the Lessee, the Dank and Equitable of the Acceptances and Agreements attached hereto and made a part hereof Dated: , 19150 PORT BEACH QQAn aC�; cu ha Cr:. ....is -....�:, Noary u11 -_ c i -nd fci- said p the Mayor or and City C'_er:, restecti- va_ore me, County and a te, • and kiiawn tor;e to be t he CITY OF W QR B.-., =L -^., LPG :::in±c :%J?. !; cor o - a:.'-O::i chat. executed the wit[1i., instrumen, known to _ .to e• the ers r.3' wbo a:.ecutec. she within i .st_uneat on ;behalf saidv:runic_ alcoroor tio and,ecknowledged to' such municipal co coration e. ecute3 the :sane '7:li auant to •a resolution of its City Council. , 1IlN2SS ?T_l hand andc-2,.'74cial DOROTHY L PALEN NOTARY PUBLIC - Casa PRINCIPPL OFFICE IN ! ORANGE -COUNTY 4 Notary Puh:_ic' n and . for said County ar':C State My Commission Expires Fsb. 9, 1969 1 1 ) se. ) T•_ n i s' S INGS C t a i::2 undersignedEQUITABLE SAVINGS AND LUAU: PSSvG.-E+�.: .V1\, � California corporation, as the beneficiary -nar..ed in a certain Geed of trust mentioned in ta....- vr.:.:^C:jConsent, 1n • its own behalf .an d for its successors in interest, and with.and for the benefit of.th,e Lessor named in said Consent, does hereby approve, accept and agree, • to be bound by each, and all of the conditions,. covenants and acknow- , ledgeme is set forth insid Consent. Dated at 1968: , California, this clC.. day of EQUITABLE SAVINGS AND LOAN ASSOCIATION. - act President. (Corporate Seal) • By STATE OF CALIFORNIA COUNTY 0= LOS ANGELES • On this day of , 1968, before me, the under- si`ned, a Notary Public in -and for said County and State personally: appeared • a: a known to me to be the President and Secretary, respectively, of -the • corporation that executed the^within instrument, and known to me to be the persons vino executed the within instrument on behalf :of the corporation therein naI:ied, and acknowledged to ime. that. such corporation executed the within instrument pursuant to its by-laws or•a resolup-on - of its Board of Directors. WITNESS my hand and official seal. Notary Public in and for said County and State • TO 449 C (Corporation) STATE OF CALIFORNIA COUNTY OF Los Angeles t. known to me to be the Vice taknown to me to be As Sis taut Secretary of the corporation that executed the within Instrument, } SS. State, personally appeared on July 2, 1968 before me, the undersigned, a Notary Public in and for said Olin T. Keller President and Vir&nia E. Oglesby ar known to me to be the persons who executed the within ▪ Instrument on behalf of the corporation therein named, and a acknowledged to me that such corporation executed the within t instrument pursuant to its by-laws or a resolution of its board of directors. WITNESS my • and official seal. Signet DOROTHY J. NOBLE, ry Commission Expires March 30, 1970 Name (Typed or Printed) DOROTHY J. NOBLE NOTARY PUBLIC - CALIFORNIA PRINCIPAL OFFICE IN LOS ANGELES COUNTY Rats area for official notarial seal) Theand r g ,t U. » N � A r The 4..�-i�::.�_�: :.:1.: L+':. _v:. �.. :� �:. �`d_1LOi:n1a corporation, c:5 t is i.�. as 4•�: K::l.q i+ =:.:�..t.'i::.-=1 r ed a.... Z. certain 'deed of trust • mentioned inthe foregoing Consent; in its own behalf and - for • its successors in interest, `'-' he Ye y apProve,, accept and agree to be boun cl by each and ell of th .3. conditions, covenants . and acknowledgements se forth in said consent. Dated at Los Angeles;:California, this Jul* , 196E. STATE OP CALIPO NI COUNTY OF LOS A&GELES 5th . day OT ice President' Loan Office On this 5th day of July ,..190&', bsfora me, the un dersigned, LS:d S.ig:;ed, a Notary Public in and fo"tHSaid County and State,' , personally appeared ROY B. TOWand R can . BARTLETT . known to me to be the Vice President andOfficer, sp v T iC Tc5 iC1� Loand_`i l�or,, .'". @.�y3Ci-1Va.;. of he corporation that executed the 9/_thin rume : instt, a C: known .to me to be the parsons' s•:h'J, e.;cecuta_d the within '.strt-. rent on b= half of the Cor oration .therein named, and acknowledged ' to me -that such corporation executed the with in ' i� e^StYJ::s....t �'u..r-. 1 .scant to-.its.by-laws or'a resolution or its.'Scurd ofDirectors. WITNESS my hand and official seal. OFFICIAL ROLEEN T. CH'ASE NOTARY PUBLIC • CALIFORNIA PRINCIPAL OFFICE IN LOS. ANGELES COUNTY My Commission Expires March 21; 1972. • When Recorded•Mai.l Union Bank 445 S. Figueroa Street • .Los Angeles, California 90017- Attention: Mortgage Investment Dept. . MODIFICATION OF DEED OF TRUST THIS ,A31 EEMENT.,,, made this day .of ..., 196,• by and between BALBOA BAY CLUB, INC., a California corporation; owner of the leasehold estate hereinafter described andhereinafter called owner and UNION BANK, a California corporation, owner and holder of the note and deed of trust, first hereinafter described and hereafter called Beneficiary. WITNESSETH: THAT WHEREAS, Owner did on March 28, 1966, execute a deedof trust to Union Bank, a California corporation, as trustee; which deed of trust was supplemented by a -Supplement to Deed of Trust dated of even date herewith and recorded immediately preceding the recordation of this Modification of Deed of Trust so that said ---deed of trust now -covers all -of that-certain:realproperty legally described as follows: . The within described property is located in the City of Newport Beach, County of Orange, described as follows: A leasehold estate created by that certain Lease dated March 24, 1948, executed by. the City of Newport Beach, a.municipal corporation;.as Lesson, and by the Newport Bay Company, a corporation,as Lessee, for the term of.50 years from September 1, 1948, and continuing to and including the 31st day of August, 1998; upon the.terms, conditions and covenants, therein provided,,recorcled January 14, .1954, in book. 2651 page 126, Official Records, and as amended.by Instrument dated April 10, 1950, executed by said Lessor and Lessee, recorded January 14,. 1954, in book 2651, Page 146, Official Records, and'as further ariended by Instrument dated September 29, 1952 executed by said Lessor and Lessee, recorded January 14, 1954,..in book 2651, page.152, Official 'Records, and by Instrument dated March 28, 1960,.executed by said Lessor and Lessee, recorded April 6, 1960, as Document No. 6.0007, upon the terms, conditions and covenants.,as therein provided (the interest of the Lessee under said lease was assigned to`Wrather Investment, Inc., a corporation, now Balboa Bay Club,Inc., a corporation, by Assignment recorded April 6, 1960, as Document No. 60015 in book 5179 page.561, Official Records)' insofar.as said leasehold estate covers the property described as follows: . Parcel 1: .. That certain parcel of land situated in the City of Newport Beach,. County of Orange, State of California, more particularly described as follows: Beginning at a point on the U.S. Bulkhead line extending. from U.S.. Bulkhead Station No. 129 to U.S. Bulkhead Station No.. 130, as said Bulkhead line and Bulkhead Stations are laid out and shown on a map of Newport Bay, California, showing 'Barber lines approved by the War Department, January 18,. 1917,. which said point is distant.South 61° Oi' 07" East, measured along said Bulkhead line, 700.00 feet from the intersection of said Bulkhead line with.the southwesterly prolongation. of the center line of Irvine Avenue, as shown .on .a map of First -Addition • 7,'ntTR'1'R. A . . to Newport.Heights, corded in.book 4 page 94• Miscellaneous.Maps, in. the office of the county recorder of said Orange County, said point of intersection being the most southerly corner of lot "H" of. Tract No. 919, as shown on a map.recorded in book 29 pages 31 to 34 inclusive, of Miscellaneous Maps, in the office -of the county recorder of said Orange County; thence North 28t 58' 53" East 154.19 feet to a point in the southwesterly line of the 100 foot right of way of the California State Highway ORA-GQ-B, said point being radial to --Engineer's Station 6+56.15 in the center line of said highway, said radial bears North 19° 37' 57" East from said point, said southwesterly line being a curve, concave northeasterly and having a radius of 2050.00 feet; thence southeasterly along said southwesterly line through a central angle of 3° 59' 27", 142.79 --feet to a -tangent -line; thence -South -74° 21'-30"-East along said - tangent line and said southwesterly line, 662.08 feet; thence South 28° 58' 53" West 195.71 feet; thence South 27° 00' 00" East 16.66 feet; thence South 28° 58' 53" West 480.00 feet to a line parallel with and southwesterly 350.00 feet from said Bulkhead line; thence North 61° 01' 07" West along said parallel line a distance of 798.00 feet to a point which bears South 28° 58' 53" West 350.00 feet from the point of beginning; thence:North 28° 58' 53" East 350.00 feet to the point of beginning. EXCEPT that portion described as follows: Beginning at a point on -the southerly line of the 100 foot right of way of the California State Highway ORA-60-B in Orange County,. California, said point of beginning being at right angles to Engineer's Station 7+95.46 in the center:line of said highway; thence"South.15° 38' 30" West 44.00 feet; thence North 74° 21' 30" West 34.00 feet; thence North 15° 38-' 30" East to an intersection with the -said southerly line of. the State — Iighway;---thence-southeasterly:along-said southerly line to the point of beginning. Parcel 2: A non-exclusive easement for ingress and egress over that certain parcel°of land situated in the City of Newport Beach, County of Orange, State of California, included within a strip of land 25.00 feet in width, the northeasterly line of which is described as follows: Beginning at a point on. the U.S. Bulkhead line extending from U.S. Bulkhead Station No. 129 to U.S. Bulkhead Station No. 130,.as said Bulkhead line and Bulkhead Stations are laid out and shown on a map of Newport •Bay, California, showing Harbor lines approved by the War Depar.tment.,._.January.-18,._1917,_which..said.point is distant South 61° 01' 07" East, measured along said Bulkhead line, 700.00 feet from the intersection of said Bulkhead line with the southwesterly prolongation of the center line of Irvine Avenue, as Shown on a map of First Addition to Newport Heights, recorded in book 4 page 94 of Miscellaneous Maps, in the office' of the county recorder of said Orange County, said point of intersection being the Mostsoutherly corner of lot "H" of Tract No. 919, as shown on a map recorded in book 29 pages 31 to 34 inclusive, of Miscellaneous Maps, in the office of the county recorder of said Orange County; thence North 28° 58' 53" East 154.19 feet to a point in the southwesterly line of the 100 foot right of way of the California State Highway ORA-60-B, said point being radial to Engineer's Station 6+56.15 in the center line of said highway, said radial. bears North 19° 37' 57" East from said point, said • • southwesterly line being a curve, concave northeasterly and having a radius of 2050.00 feet» thence southeasterly along said south- westerly line through a central angle of 3° 59' 27", 142.79 feet to a tangent line; thence South 74° 21' 30" East along said.tangent line and said southwesterly line, 662.08 feet, tb the true point of beginning; thence South 74° 21' .30" East 130.08 feet to the beginning of a curve on said southwesterly line concave northeasterly having a radius of 2250.00 feet;. thence southeasterly 715.56 feet along said curve through a central angle of 16° 04" 40" to the northeasterly prolongation of the northwesterly line of Tract No. 1140, as per.. -map_ recorded in book 36 page 28 of Miscellaneous Maps, in the office of said county recorder. The southwesterly line of said 25.00 foot strip is to be shortened so as to terminate in said northwesterly prolongation and lengthened so as to terminate on a line which bears South 28° 58' 53".West from the true point of beginning. Parcel 3: A non-exclusive easement for auto parking purposes over the south- westerly 20.00 feet of the northeasterly-45:00 feet of that certain parcel of land situated in the City of Newport Beach, County of Orange, State of California, more particularly described as follows: Beginning at a point on the U.S. Bulkhead line extending from U.S. Bulkhead Station No. 129 to U.S. Bulkhead Station No. 130, as said Bulkhead line. and Bulkhead Stations are laid out and shown on a map of Newport Bay, California, showing Harbor lines approved by the War Department, January 18, 1917, which said point is distant South 61° 01' 07" East, measured along said Bulkhead line, 700.00 feet from the intersection of said Bulkhead line with the southwesterly prolongation of the center line of Irvine Avenue, as shown on a map of First Addition to Newport Heights, recorded in book 4 page 94 of Miscellaneous Maps, in the office of the county recorder of said Orange+County, said point of intersection being the most southerly corner' of lot "H" of Tract No. 919, as shown on a map recorded in book 29 pages 31 to 34 inclusive, of Miscellaneous Maps, in the office of the county recorder of said Orange County; thence North 28° 58' 53" East•154.19 feet to.a point in the.southwesterly line of the 100 foot right of way of the California State Highway ORA-60-B, said point being radial to Engineer's Station 6+56.15 in the center line of said highway, said radial bears North 19° 37' 57" East from said point, said southwesterly line being a curve, concave northeasterly and having a radius of 2050.00 feet; thence southeasterly along said southwesterly line through a central angle of 3° 59' 27 142.79 feet to a tangent line thence South 74° 21' 30" East along said tangent line and said southwesterly line, 662.08 feet, to the true point of beginning; thence South 28° 58' 53" West 195:71 feet; thence South 27° 00' 00" East 16.66 feet; thence South 28° 58' 53'' West 480.00 feet to a line parallel with and southwesterly 350.00 feet from said Bulkhead line; thence South 61° 01' 07" East 235.68 feet along said parallel line; thence North 29° 30' 13" East 697.99 feet; thence North 11° 45' 40" East 49.32 feet to said southwesterly line of the State Highway, said southwesterly line being a curve concave northeasterly ;having a'radius of 2550.00 feet; thence northwesterly 118.56 feet along said curve through a central angle of 2° 39' 50" to the northwesterly terminus thereof;.thence North 74° 21' 30" West 130.08 feet to the true, point of beginning.. • Parcel 4: That certain parcel of land situated in the City.of Newport Beach, County of Orange, State of California., more.particularly described,. as follows: Beginning at a point on the U..S. Bulkhead line extending from U.S.. Bulkhead Station No. 129: to U.S. Bulkhead Station No. 130,'as Said Bulkhead line and Bulkhead Stations are laid out and shown. on a map .of Newport Bay,' California, showing T-Iarbor lines approved by.the War Department,. January 18, 1917,.which said point is distant South 61° 00' 00"•East, measured along said. Bulkhead line,.700:00.feet from the intersection of said Bulkhead line with the southwesterly prolongation of the center. line of Irvine Avenue, as shown on a. map of_.First Addition to.Ne'iport..Heights,.,recorded in book 4 page 94 of Miscellaneous Maps, in the office of the county recorder of said Orange County, said point of intersection being the most southerly corner of lot li of TractNo. 919, as shown on a map recorded. in book 29 pages 31 to 34 inclusive of Miscellaneous Maps, in the office • of the county recorder of said Orange County; thence North 29° 00' 00" East 154.19 feet to the southerly line of the 100 foot right of way of the California State Highway ORA-60-B; thence easterly along said southerly line.of the 100 foot right of way of the California State Highway to an intersection with the northwesterly line of Tract•No. 1140, as shown on a map recorded in Book 36 Page 28:of Miscellaneous Maps, in the office of the county recorder.of said Orange County; thence South 29° 00' 00" West along said northwesterly line and the southwesterly prolongation thereof 624.99 feet to a • point on the said. U.S. Bulkhead line between Station No. 129 and Station• No. 130, said point being Station No. 130 as described in Decree in Case No. 20436 in Superior Court of the State of California, in and for the County of Orange_;. thence continuing South 29° 00' 00" West 350.00 feet to a line parallel with and distant 350.00 feet .southwesterly measured at right.angles• from the above mentioned U.S. Bulkhead line between Station No. 129 and Station No. 130; thence North 61°.00' 00" West along said parallel line, 1574.84 feet to a point which bears South 29° 00' 00" West 350.00 feet from the.point of •beginning; thence North 29° 00' 00" East 350.00 feet to said point of beginning. EXCEPT that portion thereof lying northwesterly of the following described line: Beginning at a point on the southerly line of said 100 foot right of way; said point being radial to Engineer's Station 6+56.15 on the center line of said Highway, said radial bears North 19° 37' 57"•East from said point, said southerly line being a curve, concave -northeasterly having a radius of 2050.00 feet; thence southeasterly along said curve and along, said southerly line through a central angle of 3° 59' 27", a distance of 142.79 feet to a tangent line; thence South 74° 21' 30" East 662.08 feet along said tangent line and along .said southerly line to the true point of beginning; thence South 28° 58' 53" West 195.71 feet? thence. South 27° 00' 00" East 16.66 feet;. thence' South 28° 58' 53". West 480.00 feet to said line parallel with and southwesterly 350.00 feet from: said Bulkhead line. To secure an indebtedness of $3,750,000, in favor of Union Bank, a California corporation; which deed of trust was recorded March 30, 1966, in book 7884.page.294 Official:Records of said county;. and.:. • WHEREAS, -Said deed of trust contains provisions assigning,' and transferring leases affecting tt:e.s?i.d.property to Beneficiary and prohibiting the modification or terfinatten of any such; leases without the B•eneficiary's consent; ants •1111EREAS, it is the desire of:the parties hereto, to amend and mociify.said provisions and. said. deed of trust as supplemented. as hereinafter set .forth; POW, .THEREFORE, in consideration of the' premises and other valUable.consideration., receipt of Which is hereby.acknowledged,..to . carry outthe desire of the parties hereto and for their mutual benefits., it is.declared, understood and agreed that the deed of ""trust, first above mentioned, be and "the same' is . hereby. amended: and. :modified by deleting therefrom.that.portion thereof which reads`as follows: All leases now or hereafter. affecting said property:are • hereby assigned and transferred to Beneficiary by Trustor, and Trustor hereby agrees and.covenants• that none of said leases wil.l.be:modified or terminated without•the consent -in .wri.ting..of the Beneficiary." • and by inserting therein, in place of such deleted portion the following: 'All leases now or hereafter affecting said property .:ate hereby. assigned and transferred to.Beneficiary by Trustor in accordance with the terms .and. provisions bf that certain .Assignment of Real Property Lease. dated of even. date - herewith and executed by the Trustor to .Union B.ank." In, all other respects; said deed of trust shall remain unchanged except as amended and modified hereby. (TO BE.ACKNOi9LEDGED BY ALL PARTIES) ,`;i1€:n Recorded Union Banic• S.-Figueroa:Street ;,r; _Angeles, California 90017 pttenti.on: Mortgage Investment Dept. SUPPLEMENT TO DEED OF TRUST THIS INDENTURE made this day of , 19 ,• between LALLOA BAY 'CLUB;; INC. , a California corporation, hereinafter cYA.lod Trus.tors, and UNION BANK, a California: corporation; hereinafter c:;11ed Trustee, and Beneficiary. . WITNESSETH: THAT WHEREAS, said trustors did on March 28, 1966 make,' execute, • and deliver unto Trustee that certain deed of trust recorded in book 7884 page 294, Official Records in the office of the County Recorder . of Orange County, State of California, which deed of trust was 'given for the purpose of securing, among other things, the payment of the indebtedness. of $3,750,000,00, and in which .deed of trust was described the following real property: The within described property is. located in the City of Newport Beach, County of Orange, described as follows: A leasehold estate created. by that certain Lease dated March 24, 1948, executed by the City. of Newport Beach, a municipal corporation, as Lessor, and by the Newport Bay Company, a corporation, as Lessee, for the term of 50'years from September 1, 1948, and continuing to and including the 31st day of August, 1998;upon.the terms, conditions and covenants, therein provided, recorded January 14, 1954, in book, 2651 page• 126, Official Records, and as amended by Instrument dated April 10,•1950, executed by said Lessor and Lessee, recorded January 14, 1954; in book 2651, page 146, Official Records, and.as further amended by Instrument dated September 29, 1952, executecl by said Lessor and Lessee, recorded .January 14, 1954, in book 2651, page 152, Official Records, and by Instrument dated March 28, 1960, executed by said Lessor and Lessee, recorded April 6, 1960, as Document No. 60007, upon the •terms, conditions and covenants, as therein provided (the interest of the Lessee under said lease was assigned to Wrather. Investment, Inc., a corporation, now Balboa Bay Club, Inc., a-. corporation, by Assignment recorded- April 6,. 1960, as Document No. 60015 in book 5179 page 561, Official Records) insofar as said leasehold estate covers the property described as follows: • Parcel 1: .. That certain parcel of land situated. in the City .'of Newport Beach, County of Orange,• State of -California, more particularly described as follows: Beginning at a point on the U.S. Bulkhead line extending from U.S. Bulkhead Station No. 129 to U.S. Bulkhead. Station No. 130, as -said Bulkhead line and Bulkhead Stations are laid out and shown on:.a thap of Newport Bay, California, showing. Harbor lines approved by..the filar Department; January 18, 1917; which said point is distant South 61°.01' 07" East, Measured -along said Bulkhead li.ne., 700.00 feet: • frcir::.the.intersect on of said Eulkhcacl•line with the southwesterly Prolongation of the center line of Irvine Avenu , as shown on a map or First Addition to Newport Heights, recorded in. book 4. page 94 c niscol.laneous Maps, in the office of the county recorder of.said Orange County,• said point of intersection being the most -southerly curner.of lOt.."H" of Tract No. 919, an shown on a map recorded in b't .00k.29-,pages 31o.34 inclusive:, of Miscellaneous•I4aps, in •the office of.the county. recorder of• said Orange County; thence North 28° 58'• 53" East_154.19 feet to. a point in the southwesterly 'line of the 100 'foot right of way of.the California State Highway..ORA-60-B,.said point being radial to Engineer's Station 6+56:1.5in the center line o':said highway, said radial bears• North 19° .37.' 57"' East from said roint, said .southwesterly line being a curve,concave northeasterly and having a radius pf 2050.00 feet; thence southeasterly along said southwesterly line through a central 'angle of 3° 59' 27", • 142.79 feet to a tangent line; thence South 74° 21' 30" East along said tangent line and said southwesterly•line, 662.0.8 feet; thence South 28° 58' 53" West 195.71 feet, thence South 27°' 00' 00" East 16.66 feet; thence South 28° 58' 53" West 480.00 feet to a line parallel with and southwesterly 350.00 feet from .said Bulkhead line; thence North 61° 01' 07" Pet along said'parallel line a distance of 798.00 feet to a point which bears South 28° 58' 53" . West 350.00 feet from the point of -beginning; thence 'North 28° 58' •53" East 350.00 feet to the• point of beginning. EXCEPT that portion described as follows: Beginning at a point on the southerly line of the 100. foot• right of way of the California State Highway ORA-60-B in Orange County, California, said point of beginning being at right angles to Engineer's Station 7+95.46 in the center line of said highway; thence South 15° 38' 30".West 44.0Q feet; thence North 74° 21' 30" West 34.00 feet; thence North 15°.38' 30" East to an intersection. with the said southerly lino of the State. Highway;' thence southeasterly along said southerly line to the point of beginning. Parcel.. 2: A non-exclusive easement for ingress and egress over that certain parcel of•land situated in the City of Newport Beach, County of .Orange, State of California, included within a strip of land 25.00 feet in width, the northeasterly line .of which is described as follows: Beginning at a point on the U.S. Bulkhead line extending from U.S. Bulkhead Station No.. 129 to U.S. Bulkhead Station No. 130, as said Bulkhead line and Bulkhead Stations are laid out and shown on a map of Newport Bay, California, showing Harbor lines approved by the War' Department, January 18, 1917, which said point is distant South .61° 01' 07" East, measured along said Bulkhead line, 700.00 feet from, • the intersection of said Bulkhead line with the southwesterly prolongation of the center line of Irvine Avenue, as,shown on_a map • - of First Addition to Newport Heights, recorded in book-4 page 94 of • •Miscellaneous Maps, in the office of the county recorder of said Orange,.County, said point of intersection being the most southerly corner of lot "II" of..Tract No. 919, as shown on a map recorded -in • boo}: 29 pages 31.to 34 inclusive, of Miscellaneous Naps, in the office -of the county recorder of said Orange County; thence- North 28° 58' 53" East 154.19 feet.to a point in the southwesterly line of the 100 foot right of way of the California State Highway OFA-60-B,. said. point bcing.radial'to Engineer's Station 6+56.15.in.the center line of said. ht9hway -said radial bears North 19° 37° :57" East from said point, said southwesterly line being a curve, concave :iorui;c"e:'tc:rl.' and .having a radius of 2050.00 feet:. thence southeasterly alone said southwesterly.line through a'central angle of.3° 59' 27 142.79 feet- to a tangent line;, thence South 74° 21' 30" East - along said tangent line and said southwesterly line, 662.08 foot, :to the.true point of begi.nnirig; thence South 74° 21' 30'- East 130.08 •feet:to the beginning of:a curve. on said southwesterly line concave northeasterly having a radius of 2250.00 feet; thence southe:aster,-ly. 715.56 feet along said curve througha central angle of 16° 04' 40' .. to the northeasterly prolongation of the northwesterly line of Tract No. 1140, as per map recorded in book 36 page 28 of Niscellaneous Maps, in the office of said county recorder. The southwesterly line of said. 25.00 foot strip is, to be shortened so. as to terminate in said northwesterly.prolongation and lengthened so as to terminate on a line. which bears. South 28° 58' 53"'test from the true point of beginning. Parcel 3: Anon -exclusive easement for auto parking. -purposes over the southwesterly 20.00 feet of the northeasterly 45.00 feet of that certain parcel of land situated in the City -of Neriport Beach, County of Orange,'State of California, more particularly described as follows: Beginning at'a point on the U.S. Bulkhead line extending from U.S. Bulkhead Station No. 129 to U.S. Bulkhead Statien.No. 130, as said Bulkhead.line and Bulkhead Stations are laid out and shown on a map of Newport Bay; California, showing Harbor Lines approved by the War Department, January 18,.1917, which said point is distant South 61° 01' 072 East, measured along said Bulkhead line,'700.00 feet • from the intersection of said Bulkhead line with the southwesterly prolongation -of the center line of Irvine Avenue, as shown on a map of First Addition to Newport Heights, recorded in book 4 page 94 .of Miscellaneous Maps, in' the office of the county recorder of said Orange.County, said point of intersection being tho.most southerly corner of lot "H" of Tract No_ 919, as shown on- a man recorded in book 29 pages .31 to 34-inclusive', of Miscellaneous Maps, in the office Of the county recorder of said Orange County;. thence North 28°. 58' 53" East 154..19 feet to a point in the' southwesterly line of the 100 foot right of way of the California.State Highway ORA-60-B, said point being radial to Engineer's Station '6+56.15 in. the center -line of said highway, said radial bears North 19° 37' 57" East from said point, said southwesterly line being a curve, concave northeasterly and having.a radius of 2050.00.feet; thence southeasterly along said .• .southwesterly line through.a-central angle of 3° 59' 27", 142.79 feet to a tangent line; thence South 74° 21' 30" East along said tangent . line and said southwesterly line,: 662,08-feet, to the true point of beginning; thence South.2.8° 58' 53" West. 195.71 feet; thence South 27° 00' 00" East 16.66 feet; thence South 28° 58' 53." West.480.00 feet to a line parallel with and southwesterly 350.00 "feet from said Bulkhead line;.thence south 61° 01' 07" East 235.68 feet along said parallel line; thence North 29° 30' 13" East 697.99.feet;.thence. North 11° 45' 40" East. 49,32 feet to said southwesterly line of the State Highway, said southwesterly line being a curve concave. northeasterly having'a radius of 2550.00"feet;..thence northwesterly. 118.56 feet along said curve through a•central angle of 2° 39' 50" to .the northwesterly'terminus thereof; thence North 74° 21' 30" West.. '130.08 feet.to the true point of beginning.• .. AND WHEREAS, the parties hereunto now. desire to amend and. Supplement said deed of trust to add to said deed of trust certain additional real property; NOW, THEREFORE, in consideration of the premises, and other, -valuable consideration, -receipt of'which is hereby acknowledged, Trustor herby irrevocably grants, transfers and assigns unto the Trustee, in trust under. said deed of trust, with power of sale, the following described real. property: Parcel 4: That certain parcel of. land situated in the City, of Newport' Beach, County of Orange, State'of California,. more particularly described •as follows: Beginning at a point on'the U.S. Bulkhead line extending from U.S. Bulkhead Station No. 129 to U.S. Bulkhead Station No. 130, as said Bulkhead line and Bulkhead Stations are laid out and shown on a map. of Newport Bay, 'California, showing Harbor lines approved by the War Department, January 18, 1917, which said.point is -distant South 61° 00'.00"East, measured along said Bulkhead line, 700.00 feet from the intersection of said Bulkhead line with the southwesterly prolongation of the center line of Irvine Avenue, as shown on a map of First Addition to Newport Heights, recorded in book 4 page 94 of Miscellaneous Maps, in the office of the county recorder of said Orange County, said. point of intersection being the most•southerly corner -of lot H of Tract No. 919, as shown on a map recorded in book • 29 pags 31 to 34 inclusive of Miscellaneous Maps, in the office of: the county recorder- of said Orange County; thence North 29° 0.0' 00" ` East 154.19 feet to the southerly line of the 100 foot right of way of the California State Highway ORA-60-B; thence easterly along said southerly line of the 100 foot right of way of the California . State Highway to an intersection with the'northwesterly. line of Tract No. 1140, as .shown on a map recorded in Book 3G Page 28 of Miscellaneous Maps, in the office of the•county recorder of said Orange County thence South 29° 00' 00" West along said' northwesterly - line and the southwesterly prolongation thereof 624.99 feet to a point on the said U.S. Bulkhead line between Station No. 129 and Station No. 130, said point being Station No. 130 as described in, Decree in Case No. 20436 in 'Superior Court of the State of California, in and for the County of Orange; thence continuing South 29° 00' 00" • West 350.00 feet to a line parallel with and distant 350.00 feet southwesterly measured at right angles from the above mentioned U.S. Bulkhead. line between Station No. 129 and Station No. 130; thence . North 61° 00' 00" West along said parallel line, 1574.84 feet to a point which bears South 29° 00' 00" West 350.00 feet from the point of beginning; thence North 29° 00' 00" East 350:00 feet to said point of beginning.. • - 7 • „ • 41•• II, - • • - :_ . . EXCEPT that thereof lying northweSterly of the folloWing •%describedline:. Beginning at a point oh the soutx erly line ofsaid / 100foot'right•of 'aay, said pointbeina radial.to Engineer's.Station/. 64-56.15 onthe center line of said Highway, said radial bears North 19°' Tr 51" East from said point, said•Southerly line being acurve, concave 'nor i,...asteily having a radiUs of 2050.00.feet;.thence •:seutheasterly along said curve.ana along said southerly line•through 'acentral'angle-of 3° 59.'.27";/a distance of-142.79 feet to atangent, line; thence.South 14°.2.1], 30",East 662.08 feet Along said tangent lineand along•Said'southerly line.to thetrue point.of beginning; thane° South/28° 58', 53" West-195.71 feet; thence South 27"/ MO' 00" Ezxt 16,•66:feet; thence.SoUth 28° 58' 53", West-7480.00,feet to said. •- line parallel with and southwesterly 350.00 feet from said BUlhead lino _ . Together, withthe.rents, issues and profits thereof, to have —and to held upon the same trusts and for the_same uses and purposes, and Subject to each and'every of the conditions, stipulations and.. • provisions as are set forth in said'deed'of trust: • • IT IS THE INTENTION of the .parties hereto that this Indenture shall always be construed as amending said deed oftrust, and,that the property hereby granted and conveyed to the Trustee shall be by Said Trustee held. as a portion of the trust estate subject to all of the terms and provisions.of said deed of trust. It is fUrthew intended by the parties hereto that in case of any Trustee's sale made- under the provisions of said deect tf trust, the property hereby granted and conveyed shall be included in the prOperty to he sold pursuant tothe provisions of said deed of trust'. IN WITNESS WHEREOF, the parties hereto have executed this instrument. (TO BE ACKNOWLEDGED BY ALL PARTIES) • ;1 MODIFICATION AGREENEN , .THIS AGREEMENT, made this day of .. by and between CA BAY CLUB, INC., a California corporation Trustor, UNION BANK, a California corporation Beneficiary, the parties contracting with respect to the following facts: 1. That Trustor is indebted to Beneficiary in the sum:of $ 3,750,000,00: evidenced by promissory .note dated Harch'28, 1966 . 'and secured by a deed of trust Orange recorded in Book 7884 'of Official Records of i s ttge&es County, California. That .the parties desire to modify the terms of payment of the indebtedness evidenced by .said note and for valuable considerations received AGREE AS FOLLOWS: a. That said indebtedness shall be payable and Trustor agrees to pay the same. in monthly installments Maass of $30,.180.00. The interest rate. is hereby increased to 7-1/2% per annum. b. In addition to the required amortization, partial payments in reduction of principal may be made on any installment date after thirty days notice in writing as follows: (a) In amounts equalto the principal portion of one.or more succeeding installments but not to exceed $.362,528.42, in any year measured from date hereof; such privilege is not cumulative. (b) After the first five years so mecsured,-in amounts equal to such principal portions in excess of said $.362,528.42 , or in full, upon payment of a beaus of 3%of the additional amount so paid in edress. of.said $ 362,528,42, during the sixth such year, 2-1/2„ during the seventh such year and 2% thereafter. 3'. Trustor unconditionally ratifies and confirms each and all of the covenants of said note, except as hereby modified, and of said deed of trust, and warrantsthat the owner of the land described in said deed of trust, free and clear of encumbrance junior to the'lien of said deed of trust, UNIC;: BANK, a California corporation, BALBOA BAY CLU3,.INCA, a California corporation BENEFICIARY TRUSTOR Trustor: WITNESSETH: -That Trustor is indebted to ONION BANK, .Beneficiary.,,in the sum oft- 3,750,000.00 'evidenced by a certain promissory note executed by BALBOA BAY CLUB, INC.,'a California corporation dated Narch 28, 1966 and secured•by a deed of trust recorded .in Book. 7884 Page 298 of Official Records of County of Orange , State of California, Beneficiary being the owner and holder of said note and said deed of trust THIS DECLARATION made this by BALBOA BAY CLUB, INC., a California corporation • In' consideration of an additional advance of. $ 374,715.85 evidenced by promissory note dated July , 1968 Trustor declares: That said deed of trust secures the indebtedness evidenced by said notes in the aggregate amount of $ 4,000,000.00 provisions thereof notwithstanding, agrees to pay said sum, principal and and,the interest in monthly instalments as follows: $33,300.00 each, commencing on the first day of August, 1968, and continuing on the firstday of each month thereafter until the principal and interest are fully paid,'ezeept that the final payment of principal and, interest, if not sooner paid, shall be due and payable oa the first day of February 1987. Trustor reserves the right to make, in addition to the required amortization, partial payments in reduction of principal on any instal-. ment date after thirty days'. notice inwriting as follows: (a) In r,_cunt, equal to the print:lord portion of one or mote succeedins .installments but not to exceed $37,471.58 in any year u asured.from date hereof, such privilege is dot cuzalntive.• REL-528d 3/66 (b) After the first five years so measured,, in amounts equal tosuch prircipal portions in excess of said $37,471.53, or in full, upon payment of a bonus of 3% of the additional amount so paid in excess of said $37,471.53 during the sixth such year, 2-1/2% during the seventh such year and 2% thereafter. Notwithstanding that the instalments hereinabove.required to be 'paid may be regarded for bookkeeping purposes as though applicable to. the whole of the indebtedness as evidenced by said notes (whether two or more), it is the intent of the declarant and a requirement of the. .lender that the entire principal portion of the instalments called for by this instrument be applied first in liquidation of such portion of the indebtedness as is now evidenced by and owing on the note executed simultaneously herewith; then toward:the principal owing on the note next preceding such note executed simultaneously herewith, and so on, in order that the principal owing on the earliest note willbe retired last. Trustor ratifies and confirms each and all of the covenants of said notes and deed of trust by Trustor to be performed, except as'by this Declaration modified, and warrants that Trustor is the owner in fee of said real. property free and clear of encumbrance junior to the lien of said deed of trust. This Declaration applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. IN WITNESS WHEREOF, the Trustor has executed this Declaration the day and year first above written. BALBOA BAY CUM INC., a California corporation BY: BY: STATE OF CALIFORNIA COUNTY OF On ,before me, the undersigned, a Notary Public in and for said County and State, personally appeared known to me to be the person whose name the within instrument and acknowledged that same.. WITNESS my hand and official seal. subscribed to executed the Notary Public inand for said County and State, :mec 9/ /67 (7) Plea return to! Laur4i Lagios, City Clerk City y[f Newport Beach 3300 Newport Boulevard Ne 3 4 5 6 11316 1 i 3N:g 8376 Fact 587 prt]3each, Cal REQUEST FOR COPY OF NOTICE OF DEFAULT :AND —NOTICE OF SALE In accordance with Section.2924b, Civil Code, request jis hereby made that a copy of any notice of default and a copy of any notice of sale under the deed of trust recorded August 15, 1967, in Book 8341, page 169, official records of Orange County, 71 California, executed by Balboa Bay Club, Inc., a Corporation, 8 formerly Wrather Investment, Inc., a Corporation, as trustor, in 9.which EPS Title Service Co., a California corporation, is named as 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 trustee and Equitable Savings and Loan Association, a California corporation, is named as beneficiary, be mailed to the City of Newport Beach at 3300 Newport Boulevard, Newport Beach, California. FREE STATE OF CALIFORNIA COUNTY OF ORANGE On DATED: ,44ipX,a6, );— OF NEt,T QBT B RECORDED AT REQUEST OF qn of NEN'POf BEACH IN OFFICIAL RECORDS OF ORANGE COUNTY, CALIF. 9:05 AM SEP 18 1967 J. YITLIE CARLYLE, County Rowdy : ss ) Tae.,. [7 , 1967, before me, the undersigned, CITY By Attest: , 1967. a Notary Public in and for said County and State, personally ap peared PAUL J. GRUBER.and LAURA LAGIOS, known to me to be the Mayor` and the City Clerk, respectively, of the CITY OF NEWPORT BEACH, the municipal corporation that executed the within instrument, and acknowledged to me that said municipal corporationexecuted the. same pursuant to a resolution of its City .Council. WITNESS my hand and official seal, R-6641 Notary public in and.for said County and State • ;j .+.uaii;akni L,c,irvs rr. ;, is .;9 , THS:•em 5�25 0,6 (7) MAIL TO: 1Y uLERK CIT OF NEWPORT BEACH 330r W. NEWPORT BLVO. NEWP,RT BEACH, CALIFORNIA 11935 1 REQUEST FOR COPY OF NOTICE OF DEFAULT AND NOTICE OF SALE 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 BSc?: 79E14 PACE In accordance with Section 2924b, Civil Code, request is hereby made that a copy of any notice of default and a copy of any notice of sale under the deed of trust recorded March 30, 1966, in Book 7884, pages 298-304, official records of Orange County, California, executed by Balboa Bay Club, Inc., a Cali- fornia corporation, as trustor, in which Union Bank, a California corporation, is named as trustee and also as beneficiary, be .. mailed to the City of Newport Beach at 3300 Newport Boulevard, New- port Beach, California. DATED: June 16 , 1966. CITY OF NEWPORT BH RECORDED AT REQUEST OF STY OP MEWPONT 8L&cl IN OFFICIAL RECORDS OF ORANGE COUNTY, CALIF. 9:05 AM JUN 17 4966 J. WaLIE CARLYLE, County Recorder STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) On /4 LP. 2 By Attest: Mayor Deputy city rk ,`. , 1966, before me, the under- signed, a Notary *'ublic in and for said County and State, per- LAURA LAGIOS 1 0 sonally appeared PAUL J. GRUBER and-MARRY-SCBW!fr= , known to me to be the Mayor and the/City Clerk, respectively, of the CITY OF NEWPORT BEACH, the municipal corporation that executed the within instrument, and acknowledged to me that said municipal corporation executed the same pursuant to a resolution of its City Council. WITNESS my hand and official seG gi vati Notary (?ublic in and for said County and State DOROTHY k, i nLOW 'tea ,Md MOIARY PUBLIC • OALiPC tM i :i14iRAL OIiICE fl OkAW CC COUNIt TH 5/ MA III TO: C I T CIT 330 NEW 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 ?RI aem / 6 (7) CLERK. OF NEWPORT. BEACH W. NEWPORT BILVO. BEACH, CALIFORNIA 11936 REQUEST FOR COPY OF NOTICE OF DEFAULT AND NOTICE OF SALE 3co':7954 In accordance with Section 2924b, Civil Code, request is hereby made that a copy of any notice of default and a copy of any notice of sale under the deed of trust recorded March 30, 1966, in Book 7884, page 262, official records of Orange County, California, executed by Balboa Bay Club, Inc., a California corpor- ation, formerly Wrather Investment, Inc:, as trustor, in which Van Nuys Savings and Loan Association, a California corporation, is named beneficiary, and Trans -Coast Investment Co., aCalifornia corporation, is named trustee, be mailed to the City of Newport Beach at 3300 Newport. Boulevard, Newport Beach, California. DATED: June 16 , 1966. REGORGED AT REQUEST 010 97r OF NEWPORT BEM IN" OFFICIAL RElfRDI 1) ORANGE COUNTY, OALIR/ 9;05 AM JUN 17 wee J.101114 l l s, earl' In FREE STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) On CITY OF By Attest: RTB , 1966, before me, the under- signed; a Notary public in and for said County and State, personall LAURA LAGIOS /490 appeared PAUL J. GRUBER and MARG-RY-SGEROUDER, known to me to be the Mayor and the/City Clerk, respectively, of the CITY OF NEWPORT BEACH, the municipal corporation that executed the within instru- ment, and acknowledged to me that said municipal corporation exe- cuted the same pursuant to a resolution of its City Council. WITNESS my hand and officia seal. otary Public in and for said County and State -a:4r, v„ THS 4/1 MAIL TO: M. SCHROUDER CITY OF NEWP 3300 4. NEWP NEWPORT B 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 aem /66 (7) CITY CLERK RT BEACH RT BLVD. , CALIF. 19191 RECORDED AT REQUEST OF art OF ntWJoRT ;at. OFFICIAL RECORDS. OF ORANGE COUNTY, CALIF. 9:05 AM APR 28 1966 1 WYLRE CARLYLE, County Recorder REQUEST FOR COPY OF NOTICE OF DEFAULT AND NOTICE OF SALE FREE In accordance with Section 2924b, Civil Code, request is hereby made that a copy of any notice of default and a copy of any notice of sale under the deed of trust recorded March 30, 1966, in Book 7784, County, California, fornia corporation, pages 298-304, official records of Orange executed by Balboa Bay Club, Inc., a Cali - as trustor, in which Union Bank, a California corporation, is named as trustee and also as beneficiary, be mailed to the City of Newport Beach at 3300 Newport Boulevard, Newport Beach, California. DATED: 2 ,} STATE OF CALIFORNIA ) COUNTY OF ORANGE 5 On ota SS °Z7 , 1966. CITY OF. B By Attest: 4 ` 1- 1 CityC , 1966, before me, the under- signed, a Notary Public in and for said County and State, per- sonally appeared PAUL J. GRUBER and MARGERY SCHROUDER, known to me to be the Mayor and the City Clerk, respectively, of the CITY OF NEWPORT BEACH, the municipal corporation that exe- cuted the within instrument, and acknowledged to me that said municipal corporation executed the same pursuant to a resolution of its City Council. WITNESS my hand and official seal. :Notary Public in and for ,_:.....:1 OFyd County and State 2YGE OUNIYrire:: eb. 9, I96`r 1 CONSENT TO ASSIGNMENT OF LEASEHOLD ESTATE BY DEED OF TRUST Reference is hereby made to that certain lease dated March 24, 1948, as amended April 10, 1950, September 25, 1952, and March 28, 1960, wherein the CITY OF NEWPORT BEACH, a municipal corporation, is the lessor (the "Lessor"), and BALBOA BAY CLUB, INC., a California corporation, is the lessee (the "Lessee") covering and affecting certain real property situated in the City of Newport Beach, County of Orange, State of California, which property is more particularly described in said lease, as amended (said lease; as amended, is hereinafter referred to as the "Main Lease"). BALBOA BAY CLUB, INC. proposes to hypothecate a portion of the leasehold estate created by the Main Lease, by a deed of trust (hereinafter referred to as the "Subsequent Deed of Trust') which.. relates to a certain portion of said leasehold estate more partic-. ularly described in the Subsequent Deed of Trust. An unexecuted copy of the Subsequent Deed of Trust is attached to this Consent and marked Exhibit A, and by this reference incorporated in this Consent for identification. The Subsequent Deed of Trust is further described as 'follows: Deed of Trust to be given by Balboa Bay Club, Inc., a California corporation, as Trustor, in favor of Union Bank, a California corporation, as Trustee and Beneficiary, as'security for the payment of an indebtedness not to exceed the sum of $4,000,000.00. The CITY OF NEWPORT BEACH, as Lessor, hereby consents to the Subsequent Deed. of Trust upon the condition that the same is given and accepted subject to the following covenants and conditions, to -wit: (a) That except as herein otherwise provided, the Subse- quent. Deed of Trust and all rights now or hereafter acquired thereunder, are, and shall be subject to each and all of the covenants, conditions and restrictions set forth in the Main Lease, and to all rights and interests of the Lessor therein, none of which are or shall be waived by this consent; (b) That should there be a conflict between the provisions of .the Main Lease and the provisions of the Subsequent Deed of Trust, the former shall control; (c) That if the leasehold estate of the Lessee which is the subject of the Subsequent Deed of Trust shall be fore- closed or otherwise acquired under the Subsequent Deed of Trust, or if the leasehold estate of the Lessee which is the subject of any of the deeds of trust (the "Prior Deeds of`Trust") heretofore consented to by the Lessor by a Consent dated April 6, 1964 shall be foreclosed or other- wise acquired under any of the Prior Deeds of Trust, the Main Lease shall thereupon automatically be deemed to be two separate and distinct leases (the "A Lease' and the "B" Lease") in lieu of and instead of the.single Main Lease. All of the respective provisions of the A Lease and the B Lease shall be identical with the provisions of the Main Lease, except that (i) the demised premises covered by the A Lease shall, for all purposes of the A Lease (including the percentage rental provisions thereof), be deemed to be only the property described in. the Subsequent Deed of Trust, (ii) the demised premises covered by the B Lease shall, for all purposes of the B Lease (including the percentage rental provisions thereof), be deemed to be only the property de- scribed in the Main Lease excluding the property described in the Subsequent Deed of Trust, (iii) the paragraphs of the A Lease entitled "Minimum Rental" and "Percentage Rental" shall be deemed to be in the form attached to this Consent and marked Exhibit B, and by this reference incorporated in this Consent for identification, and (iv) the paragraphs of the B Lease entitled "Minimum Rental" and "Percentage Rental" shall be deemed to be.in the form attached.to this Consent . and marked Exhibit C, and by this reference incorporated in this Consent for identification; (d) That nothing in this Consent shall be deemed to prohibit the assignment by the holder of the promissory note secured by the Subsequent Deed of Trust, together with the Subsequent Deed of Trust, without the prior consent of the Lessor; (e) That if the leasehold estate of the Lessee which is the subject of the Subsequent Deed of Trust shall be foreclosed or otherwise acquired under the Subsequent Deed of Trust, the transferee thereof shall thereupon and thereby assume the performance of and shall be bound by each and all of the covenants, conditions and obligations provided in the A Lease to be performed and observed by the Lessee thereunder, and -2- 0 (ii) the leasehold estate which is the subject of the Prior Deeds of Trust shall thereupon and thereby be deemed to be the leasehold estate which is the subject of the B Lease. If the leasehold estate of the Lessee which is the subject of any of the Prior Deeds of Trust shall be foreclosed or otherwise acquired under any of the Prior Deeds of Trust, (1) the transferee thereof shall thereupon and thereby assume the performance of and shall be bound by each and all of the covenants, conditions and obligations provided in the B Lease to be performed and observed by the Lessee thereunder, and (2) the leasehold estate which is the subject of the Subse- quent Deed of Trust shall thereupon and thereby be deemed to be the leasehold estate which is the subject of the A Lease; (f) That the Lessor agrees that it will not terminate the Main Lease because of any default or breach thereunder on the part of the Lessee if the holder of the Subsequent Deed of Trust, within thirty (30) days after the service of written notice from the Lessor of its intention to terminate the Main Lease for such default or breach, shall either cure such de- fault or breach, if the same can be cured by the payment of money, or if otherwise, shall undertake in writing with and for the benefit of the Lessor, to keep and perform all of the covenants and conditions of the Main Lease provided therein to be kept and performed by the Lessee, until such time as the leasehold estate of the Lessee shall be sold upon fore- closure pursuant to the Subsequent Deed of Trust, or shall be released or reconveyed thereunder; provided, however, that if the holder of the Subsequent Deed of Trustshall fail or refuse to comply with any and all of the conditions of this subparagraph (f), then and thereupon the Lessor shall be re- leased from the covenant of forebearance herein contained, and any notice provided for in this subparagraph (f) shall be for the service of notices, and shall be delivered or directed to the holder of the Subsequent Deed of Trust at its address as last shown on the records of the Lessor; (g) That the Lessor assumes no liability or responsibility for the order of priority of the Subsequent Deed Of Trust or the relation of it to any other deed of trust affecting said leasehold estate; (h) That upon and immediately after the recording of the Subsequent Deed of Trust the Lessee, at its own expense, shall cause to be recorded in the office of the Recorder of said Orange County a written request executed and acknowledged by the Lessor for a copy of any notice of default and of any notice of sale under the Subsequent Deed of Trust as provided by the statutes of the State of California relating thereto. Concurrently with the execution of this Consent the Lessee shall furnish to the Lessor a complete copy of the Subsequent Deed of Trust and the promissory note secured thereby, together with the name and address of the holder thereof; (i) That this form of Consent shall be recorded contempor- aneously with the recordation of the original of the Subsequent Deed of Trust herein referred to and to which this Consent re- lates, in which event the copy of the Subsequent Deed of Trust attached hereto shall not be recorded. -3- 111 I• VP This Consent is conditioned upon the execution by the Lessee, Union Bank and Van Nuys Savings and Loan Association, of the Acceptances and Agreements attached hereto and made a part hereof. By the execution of this Consent, and by the execution of the several Acceptances and Agreements, the Lessor, the Lessee, Union Bank and Van Nuys Savings and Loan Association hereby acknowledge that (i) the term "sub -rentals" appearing in the first sentence of the paragraph of the Main Lease entitled "Percentage Rental" does not include rental payments received by the Lessee under any lease of an apartment located on the demised premises if such lease requires .the lessee thereunder to use said apartment primarily for residential purposes or if the lessee does in fact use said apartment primarily for residential purposes, and (ii) such rental pay- ments shall be deemed to be included in "gross operating revenues" as that term is used in the Main Lease. By the execution of this Consent, the Lessor hereby con- sents to a deed of trust in the form attached to this Consent and marked Exhibit D to be given by the Lessee, as Trustor, in favor of Van Nuys Savings and Loan Association, as Bene- ficiary, as security for the payment of an indebtedness not to exceed the sum of *650,000.00 (and such deed of trust shall be deemed to be a "Prior Deed of Trust" as that term is used in subparagraphs (c) and (d) above)_, provided that on or before the execution and delivery of such deed of trust. the two deeds of trust referred to in Paragraphs 1 and 4 of the. aforementioned Consent, dated April 6, 1964, shall have been reconveyed to the Lessee and the indebtedness secured by such twodeeds of trust shall have been paid or otherwise discharged. Dated: h- Z,�' , 1965. APPROVED AS TO FORM Dated: a Qe 44' CITYORNEY CITY OP NEWPORT BEACH By .l By Ci$y Clerk STATE OF CALIFORNIA ) .s sr. COUNTY OF MANOR ) On this . day of Tsbruary, 19666 before me, the undersigned, i niary Public in and for said County and State, personally appeared PAOL J. MOWN and MASONRY SCULOODER, known to me to be the Ns yo and City Clerk respectively, of the CITY OF nMPOItT rSEAthe munici SEAM pal corporation that executed the within instrument, known to as to be the persons Who executed the within instrument on behalf of said municipal corporation, and acknowledged to me that such municipal corporation executed the same pursuant to a resolution of its City Council. WITNESS my hand and official seal. jeti ' NCTP I'y PUBLIC _... NIARThe..r.T E. COOPER II Or,r. C, C:cl>rnfa, I.'y.L-!ion E.,;res 1769 -5- E. COO Notary Public in and for said County and State ACCEPTANCE AND AGREEMENT The undersigned BALBOA BAY CLUB, INC., a California cor- poration, as the Lessee and Assignor named in the foregoing Consent, and as the Trustor under the Deed of Trust therein mentioned, in its own behalf, and with and for the benefit of the Lessor named in said Consent does hereby approve, accept, and agrees to be bound by each and all of the conditions, covenants and acknowledgements set forth in said Consent. ,( Dated at Beverly Hills, California, this //16( day of 4h R/ , 1966 . (Corporate Seal) STATE OF CALIFORNIA ) SS COUNTY OF LOS ANGELES BA By CLUB, INC. 1V(CIIPNl By \•""SS-€. oe j.Q. Wr.t6 ,,,J• On this J1 day of f,4001) }RY , 196 j , before me, < the undersi ned, a Notary Public in ad for said County and State, personally appeare h and Monte E. Livingston, known to me to be the Vile President and Secretary respectively, of the corporation that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors. WITNESS my hand and official seal. JANET FOULKES' NOTARY PUBLIC. - CALIFORNIA PRINCIPAL OFFICE IN LOS ANGELES COUNTY No a(ry Public in and for said County and State -6- JANET FOULKES My Commission Expires Ian. 3, 1969 • ACCEPTANCE AND AGREEMENT The undersigned VAN NUYS SAVINGS AND LOAN ASSOCIATION, a California corporation, as the beneficiary named in certain deeds of trust mentioned in the foregoing Consent, in its own behalf and for its successors in interest, and with and for the bene- fit of the Lessor named in said Consent, does hereby approve, accept and agree to be bound by each and all of the conditions, covenants and acknowledgements set forth in said Consent. Dated at 4LA_. , , California, this ar day of , 1964. VAN NUYS SAVINGS AND LOAN ASSOCIATION (Corporate Seal) STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES ) On this day of the undersigned, a Notary Pub,l perso-7ayW/appeared CAC By Secretary , 1964, before me, r said County and State 45, and , known to me to be the President and Secretary, respectively, of the corporation that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation exe- cuted the within instrument pursuant to its by-laws or a resolu- tion of its Board of Directors. In a E WITNESS my hand and official seal. DOROTHY J. NOBLE NOTARY PUBLIC - CALIFORNIA PRINCIPAL OFFICE IN LOS ANGELES COUNTY Notary Publi- i and for said Count 'and State DOROTHY J. NOBLE, My Cammtestan Expires March 50, 1966 —7— ACCEPTANCE AND AGREEMENT The undersigned UNION BANK, a California corporation, as the beneficiary named in the foregoing Consent, and in a certain deed of trust therein mentioned, in its own behalf and for its successors in interest, and with and for the benefit of the Lessor named in said Consent, does hereby approve, accept and agree to be bound by each and all of the.conditions, and acknowledgements set Dated at Los 4 day of d q44ty (Corporate Seal) forth in said Consent. kIhtS 19641. STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGEJS ) On this v1- day of the undersigned, a Notary Nip e sonal y ea ed UNION BANK covenants California, this datJ�asllt.�f 196JfD, before me, and for said County and State, , nown to me to be the Vice - resident a$3�t reppectively, of the corporation that executed the w1 J.n J nt, and known to me to be the per- sons who executed the within instrument on behalf of the corpora- tion therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a reso- lution of its Board of Directors. and WITNESS my hand and official seal. OFFICIAL SEAL JUDY OSBORN NOTARY PUBLIC - CALIFORNIA PRINCIPAL OFFICE IN LOS ANGELES COUNTY My Commission Expires July 21,1967 —8 — lic and and for said y and State RECORDING REQUESTED WHEN RECORDED ♦,A;L TO • Title Order No Escrow or Loan No. SPACE ABOVE THIS LINE FOR RECORDER'S USE Deed of Trust and Assignment of Rents (Long Form) This Deed of Trust, made this day of , between Bi-LBO; BAY CLUB, INC., a California corporation, , herein called TRUSTOR, whose address is 1221 West Coast Highway, Newport Beach, California, and (Number and Street) (City) (Zone) (State) UNION BANK, a California corporation, as Trustee and also as Beneficiary. Witnesseth: That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS tO TRUSTEE IN TRUST, WITH POWER OF SALE, all that property, including all easements and rights of way used in connection therewith or as means of access thereto in the City of Newport Beach, County of Orange , State of California, described as: c:XHIB IT .'� TOGETHER WITH the 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 prior to any default hereunder; and including all buildings and improve- ments now or hereafter thereon, and all appurtenances, easements, water and water rights, pumps and pumping plants and all shares of stock evidencing the same; all machinery, equipment, appliances and fixtures for generating or distributing air, water, heat, electricity, light, fuel or refrigeration, or for ventilating or sanitary purposes. or for the exclusion of vermin or insects, or for the removal of dust, refuse or garbage; all wall -beds, wall -safes, built in furniture and installations, shelving, lockers, partitions, door -stops, vaults, elevators, dumb -waiters, awnings, window shades, venetian blinds, light fixtures, fire hoses and brackets and boxes for same, fire sprinklers, alarm systems, drapery rods and brackets, screens, linoleum, carpets, plumbing, laundry tubs and trays, ice boxes, refrigerators, heating units, stoves, water heaters, in- cinerators, communication systems, all installations for which any such building is specifically designed and all of said items, whether now or hereinafter installed, being hereby declared to be, for all purposes of this Deed of Trust, a part of the realty; the specific enumerations herein not excluding the general. For the Purpose of Securing, in such order of priority as Beneficiary may elect, payment of (1) the indebtedness in the sum of $ evidenced by that certain promissory note of even date herewith made by Trustor, delivered to Beneficiary and payable to its order and any and all modifications, extensions or renewals thereof, whether hereafter evidenced by said note or otherwise; (2) interest on said indebtedness according to the terms of said promissory note; (3) all other sums, with interest as herein provided, be- coming due and payable under the provisions hereof to Trustee or Beneficiary; (4) or performance of each and every condition, obligation, covenant, promise or agreement contained herein, or in said note, or in any chattel mortgage or Deed of Trust or pledge agreement at any time given to secure any indebtedness hereby secured or any part thereofi (5) such additional sums with interest thereon as may be hereafter borrowed from the Beneficiary, its successors or assigns, by the then record owner or owners of said property when evidenced by another promissory note or notes, which are by the terms thereof secured by this Deed of Trust. To Protect and Maintain the Security of This Deed of Trust, Trustor Agrees: (1) To keep such property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefor; 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; to perform, in the event all or any portion of the above described property constitutes a leasehold estate belonging to Trustor, each and every obligation of Trustor under the terms of the lease agreement relating to the demise of such property; 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 and other insurance policies in companies and form, content and term satisfactory to and with loss payable to Beneficiary, such delivery to constitute an assignment to Beneficiary of all return premiums. The amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to 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 pro- ceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed. (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 incumbrances, charges and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust; or, if and as required by Beneficiary, to pay to Beneficiary in equal installments on the day on which monthly payments of principal and interest are due under said note, sufficient funds (as estimated by Beneficiary from time to time) to pay when due the next maturing taxes, assessments and hazard insurance premiums. When so provided with sufficient funds, Beneficiary shall pay such taxes, assessments and hazard insurance premiums before delinquency. Any excess over the amount required for such purposes shall be held for future use, applied to any indebtedness hereby secured or refunded to Trustor at Beneficiary's option. 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 prop- erty for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any incumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at seven per cent per annum. (6) That any award of damages 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. (7) That by accepting payment of any sum secured hereby after its due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so secured or to declare default for failure so to pay. (8) That at any time or from time to time, without liability therefor 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 easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. (9) That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention 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 entitled thereto." (10) 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 performance 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 collection 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. All leases now or hereafter affecting said property are hereby assigned and transferred to Beneficiary by the Trustor, and Trustor hereby agrees and covenants that none of said leases will be modified or term inated without the consent in writing of the Beneficiary. (11) 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 immediatey 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 Trustee 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 the sale 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 cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announce- ment 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 cost of evidence of title in connection with sale, Trustee shall apply .the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at seven per centper annum,' all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. • • t • A leasehold estate created by that certain Lease dated March 24, 1948, executed by the City of Newport Beach, a municipal corporation, as Lessor, and by the Newport Bay Company, a corporation, as Lessee, for the term of 50 years from September IL 1948, and continuing to and including the 31st day of August, 1998; upon the terms,' con- ditions and covenants, therein provided, recorded January 14, 1954 in book 2651 page 126, Official Records, and as amended by Instrument dated April 10, 1950, executed by said Lessor and Lessee, recorded January 14, 1954 in book 2651 page 146, Official Records, aexecuted d as byfurther amended by Instrument dated September 29, 1952, book 2651 by said Lessor and Lessee, recorded January 14, 1954in page 152, Official Records, and by Instrument dated March 28, 1960 executed by said Lessor and Lessee, recorded April 6, 1960, as Document No. 60007, upon the terms, conditions and covenants, as therein provided (the interest of the Lessee under said lease was assigned to Wrather investment, Inc., a corporation, now Balboa Bay Club, Inc., a corporation, by Assignment recorded April 6, . 1960, as Document No. 60015 in book 5179 page 561, Official Records) insofar as said leasehold estate covers the property described on Pages 1, 2 and 3 attached to this Exhibit.. 420842-RL Page 1 to Exhibit 1 Parcel 1. Being a portion of..lot 171, block 54, Irvine Subdivision, in the city of Newport Beach, county of 0range,"state of California, as shown on a crap thereof; recorded in book l page 88 of Miscellaneous Record Maps, in the office of the county recorder of said county, more partic ularly described as follows: Beginning at a point on the U. S. Bulkhead line extending from U. S. Bulkhead Station No. 129 to U. S. Bulkhead Station No. 130, as said Bulkhead line and Bulkhead Stations are laid out and shown on a map of Newport Bay, California, showing Harbor. lines approved by the War Department, January 18, 1917, which said point is distant South 61°01'07" East, measured along said Bulkhead line, 700.00 feet from the intersec- tion of said Bulkhead line with the southwesterly prolongation of the center line of Irvine Avenue, as shown on a map of First Addition to Newport Heights, recorded in book 4 page 94 of Miscellaneous Maps, in the office of the county recorder of said Orange County, said point of. intersection being the most southerly corner of lot "H" of Tract No. 919, as shown on a map recorded in book 29 pages 31 to 34 inclusive, of Miscellaneous Maps, in the office of the county recorder of said Orange County;.thence North 28° 58' 53" East 154.19 feet to a point in the southwesterly line of the 100-foot right of way of the Califor- nia State Highway ORA-60-B, said pointbeing radial to Engineer's Station'6+56.15 in the center line of said highway; said radial bears North 19° 37' 57" East from said point, said southwesterly line being. a curve, concave northeasterly and having a radius of.2050.00 feet; thence southeasterly along said southwesterly line through a central angle of 3° 59' 27", 142.79 feet to a tangent line; thence South 74° 21' 30" East along said tangent line and said southwesterly line, 662.08 feet; thence South 28° 58' 53" West 195.71 feet; thence South- 27° 00' 00" East 16.66 feet; thence South 28° 58' 53" West 480.00 feet to a line parallel with and southwesterly 350.00 feet from said Bulkhead line; thence North 61° 01' 07" West along said parallel line a distance of 798.00 feet to a point which bears South 28° 53' 53" West 350.00 feet from the point of beginning; thence North 28°58'53" .East 350.00 feet to the point of beginning. EXCEPT. that portion described as follows: Beginning at a point on the southerly line of the 100-foot right of way of the California State Highway ORA-60-B in Orange County, California, said point of beginning being at right angles to Engineer's Station.7+95.46 in the center line of said highway; thence South 15° 38' 30" West 44.00 feet; thence North:. 74° 21' 30" West 34.00 feet; thence North 15° 38' 30" East to an inter- section with the said southerly line of the State Highway; thence southeasterly. along said southerly line to the point of beginning. 420842-RL Page 2 to Exhibit 1 Parcel 2. An easement for ingress and egress over that portion of lot 171 in block 54 of Irvine's Subdivision, in the. city of Newport Beach, county of Orange, state of California, as per map recorded in book 1 page 88 of.Miscellaneous Record Maps, in the office of the county recorder of said county, included within a strip of land 25.00 feet in width, the. northeasterly line of which is described as follows: Beginning at a point on the U. S. Bulkhead line extending from U. S. Bulkhead Station No. 129 to U. S. Bulkhead Station No. 130, as said Bulkhead line and Bulkhead Stations are laid out and shown on a map of. Newport Bay, California, showing Harbor lines approved by the War Department, January 18, 1917, which said point is distant South 61°01'07" East, measured along said Bulkhead line, 700.00 feet from the intersec-- tion of said Bulkhead line with the southwesterly prolongation of the center line of Irvine Avenue, as shown on a map of First Addition to Newport Heights, recorded in book 4 page 94 of Miscellaneous Maps, in the office of the county recorder of said orange County, said point of intersection being the most southerly corner of lot "H" of Tract No. 919, as shown on a map recorded in book 29 pages 31 to 34 inclusive, of Miscellaneous Maps, in the office of the county recorder of said Orange County; thence North 28° 58' 53" East 154.19 feet to a point in the southwesterly line of the 100-foot right of way of the Califor- nia State Highway ORA-60-B, said point being radial to Engineer's Station 6+56.15 in the center line of said highway, said radial bears North 19° 37' 57" East from said point, said southwesterly line being a curve, concave northeasterly and having a radius of 2050.00 feet; thence southeasterly along said southwesterly line through a central angle of 3° 59' 27", 142.79 feet to.a. tangent line; thence South 74° 21' 30" East along said tangent line and said southwesterly line, 662.08 feet, to the true point of beginning; thence South 74° 21'30" East 130.08 feet to the beginning of a curve on said southwesterly line concavenortheasterly having a radius of 2250.00 feet; thence southeasterly 715.56 feet along.said burve through a central angle of 16° 04' 40" to the northeasterly prolongation of the northwesterly line of Tract No. 1140, as per map recorded in book 36 page 28 of Miscellaneous Maps, in the office of said county recorder. The southwesterly line of said 25.00 foot strip is to be shortened so as to terminate in said northwesterly prolongation and lengthened so as to terminate on a line which bears South 28° 58' 53" West from the true point of beginning. Parcel 3. A non-exclusive easement for auto parking purposes over the southwest- erly 20.00 feet of the northeasterly 45.00 feet of that portion of lot 171, block 54, Irvine Subdivision, in the city of Newport Beach, county of Orange, state of California, as shown on a map thereof recorded in book 1 page 88 of Miscellaneous Record Maps, in the office of the county recorder of said county, more particularly, described as 420842-RL Page 3 to Exhibit 1 follows: Beginning at a point on the U. S. Bulkhead line extending from U. S. Bulkhead Station No. 129 to U. S. Bulkhead Station No. 130, as said Bulkhead line and Bulkhead Stations are laid out and shown on a map of Newport Bay, California, showing Harbor lines approved by the War Department, January 18, 1917, which said point is distant South 61°01'07" East, measured along said Bulkhead. line, 700.00 feet from the intersec- tion of said Bulkhead line with the southwesterly prolongation of the center line of Irvine Avenue, as shown on a map of First Addition to Newport Heights, recorded in book 4 page 94 of Miscellaneous Maps, in the office of the county recorder of said Orange County, said point of intersection being the most southerly corner of lot "H" of Tract No. 919, as shown on a map recorded in book 29 pages 31 to 34 inclusive; of Miscellaneous Maps, in the office of the county recorder of said Orange County; thence North 28° 58' 53" East 154.19 feet to a point in the southwesterly line of the 100-foot right of way of the Califor- nia State Highway ORA-60-B, said point being radial to Engineer's Station 6+56.15 in the center line of said highway, said radial bears North 19°.37' 57" East from said point, said southwesterly line being a curve, concave northeasterly and having a radius of 2050.00 feet; thence southeasterly along said southwesterly line through a central angle of 3° 59' 27", 142.79 feet to a tangent line; thence South 74° 21' 30" East along said tangent line and said southwesterly line, 662,08 feet, to the true point of beginning; thence South 28° 58' 53" West 195.71 feet; thence South 27° 00" 00" East 16.66 feet; thence South 28° 58' 53" West 480.00 feet to a line parallel with and south- westerly 350.00 feet from said Bulkhead line; thence South 61°01'07" East 235.68 feet along said parallel line; thence North 29° 30' 13" East 697.99 feet; thence North 11° 45' 40" East 49.32 feet to said southwesterly line of the State Highway, said southwesterly line being a curve concave northeasterly having a radius of 2550.00 feet; thence northwesterly 118.56 feet along said curve through a central angle of 2° 39'.50" to the northwesterly' terminus thereof; thence North 74° 21' 30 "'West 130.08 feet to the true point of beginning. (12) That if the Trustor, or any subsequent owner of the property covered hereby, shall occupy said property, or any part thereof, attar' any default in payment of any amount secured by this Deed of Trust, the Trustor, or such owner, shall pay to the Beneficiary In advance on the first day of each month a reasonable rental for the premises so occupied, and upon failure to pay such reasonable rental, the Trustor, or such owner, may be removed from said premises by summary dispossess proceedings or by any other appropriate action or proceeding. (13) Beneficiary may from time to time, by instrument In writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed and acknowledged by each and recorded in the office of the recorder of the county or counties 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 all 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. If notice of default shall have been recorded, this power of substitution cannot be exercised until after the costs, fees and expenses of the then acting Trustee shall have been paid to such Trustee, who shall endorse receipt thereof upon such instrument of substitution. (14) That any Trustor who is a married woman hereby expressly agrees that recourse may be had against her separate property, but without hereby creating a present or any lien or charge thereon, for any deficiency after sale of the property hereunder. (15) That Trustor shall, upon request made by Beneficiary, furnish Beneficiary with annual statements covering the operations of said property. (16) The Beneficiary may collect a "late charge" not to exceed an amount equal to four per centum (4%) of any Installment which is not paid within fifteen (15) days from the date thereof to cover the extra expense Involved In handling delinquent payments. (17) That the pleading of any statute of limitations as a defense to any and all obligations secured by this Deed is hereby waived, to the full extent permissible by law. (18) That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, 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 num- ber includes the plural. (19) 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. (20) To pay Beneficiary for each and every beneficiary statement furnished at Trustor's request the maximum fee allowed by law pursuant to Section 2954 of the Civil Code of California and all amendments thereto, the provisions of which are incorporated herein by reference and made a part hereof. Such fee shall be computed as of the time said statement is furnished. (21) That should Trustor, without the consent in writing of the Beneficiary, voluntarily sell, transfer or convey his interest in the property or any part thereof, or if by operation of law, it be sold, transferred or conveyed, then Beneficiary may, at its option, declare all sums secured hereby immediately due and payable. Consent to one such transaction shall not be deemed to be a waiver of the right to require such consent to future or successive transactions. (22) That in the event of the passage after the date hereof of any law of California deducting from the value of real property, for taxation pun poses, any lien thereon or changing in any way the laws now in force for the taxation of Deeds of Trust or debts secured thereby for State or local purposes or the manner of the collection of any such taxes so as to affect this Deed or note, the whole of the principal sum secured by this Deed of Trust, together with accrued interest thereon, at the option of the Beneficiary, without demand or notice, shall immediately become due and payable. The undersigned Trustor requests that a copy of any notice of default and of any notice of sale hereunder be mailed to him at his address here- inbefore set forth. Signature of Trustor Signature of Trustor BALBOA BAY CLUB. INC.. a California. corporation By: President By: STATE OF CALIFORNIA COUNTY OF SS. Secretary On before me, the undersigned, a Notary Public in and for said State, personally appeared known to me to be the person whose name subscribed to the within instrument and acknowledged that executed the same. WITNESS my hand and official seal. Signature Name (Typed or Printed) (This area far official notarial seal) REL 528 Rev 10/64 ASSIGNMENT OF DEED OF TRUST FOR VALUE RECEIVED, the undersigned hereby assigns to a corporation, all beneficial interest under this Deed of Trust, together with the note referred to, the money due or to become due thereon with interest, and all rights accrued or to accrue under this Deed of Trust. Dated STATE OF CALIFORNIA COUNTY OF LOS ANGELES SS. UNION BANK By Pice President Oo before me, the undersigned, a Notary Public in and for said County and State, personally appeared known to me to be the Vice President of the Corporation that executed the within Instrument, known to me to be the person who executed the within Instrument on behalf of the Corporation therein named, and acknowledged to me that such Corporation executed the within Instrument pursuant to its by-laws or a resolution of its board of directors. WITNESS my hand and official seal. Notary Public in and for said County and State DO NOT RECORD REQUEST FOR FULL RECONVEYANCE To be used only when note has been paid. To UNION BANK, Trustee: Dated The undersigned is the legal owner and holder of all indebtedness secured by the within Deed of Trust. All sums secured by said Deed of Trust have been fully paid and satisfied; and you are hereby requested and directed, on pay- ment 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 Trust, delivered to you herewith together with said Deed of Trust, and 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. MAIL RECONVEYANCE TO: By By 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. 1�1 trl Olt o 416 :.ISSISOS *C9s,: +fit 100a t t3i.0104*. ,tmk r w *QSof '.+i 46. W a deed Ot SOS sadipipout Of Rods at. ASS thotstelt :Stoodet to the SSW Sat :of Otos* • ,, 1*)•Irostauswit. sue. ,iidau is the prinoisOal salt of ,t:.. `W a.: et MSS Midgoist .r :Sato lot INVIIMI aim o ))41 - in 4S Offieto4i aede; as SSW* diakifetatoo• Sod.• . Soodobotsittagt Z OS. be Sista S :ate aid i segistaIal SOOlotda ; . of iO c! . . MINIMUM RENTAL THE COMPANY SHALL PAY TO THE CITY AS A MINIMUM RENTAL FOR THE USE AND. OCCUPANCY 'OF THE DEMISED PREMISES THE SUM OF SEVENTEEN .THOUSAND AND TEN DOLLARS ($17,010) A YEAR. THE SAID MINIMUM RENTAL SHALL BE PAID IN EQUAL QUARTERLY INSTALLMENTS IN ADVANCE, WITH THE' FIRST SUCH INSTALLMENT FALLING DUE ON APRIL 1ST. PERCENTAGE RENTAL THE'COMPANY SHALL PAY TO THE CITY IN ADDITION TO THE MINIMUM RENTAL IN THE FOREGOING PARAGRAPH MENTIONED FOR THE USE AND OCCUPANCY OF THE DEMISED PREMISES A SUM EQUIVALENT TO FIVE PERCENT (5%) OF THE GROSS OPERATING REVENUES,OF THE COMPANY, NOT IN EXCESS OF TWO HUNDRED 'EIGHTY-THREE THOUSAND FIVE HUNDRED DOLLARS ($283,500) PLUS A SUM, EQUIVALENT TO FOUR PERCENT (4%) OF THE GROSS OPERATING REVENUES OF THE COMPANY IN EXCESS OF Two HUNDRED EIGHTY-THREE THOUSAND FIVE HUNDRED DOLLARS ($283,500) AND NOT IN EXCESS OF THREE HUNDRED SEVENTY-EIGHT THOUSAND DOLLARS ($378,000),.PLUS A SUM EQUIVALENT TO THREE PERCENT. (3%) OF THE GROSS OPERATING REVENUES OF THE COMPANY IN EXCESS OF THREE HUNDRED.SEVENTY-EIGHT THOUSAND DOLLARS ($378,000) RECEIVED BY THE COMPANY FROM ANY AND ALL BUSINESS ACTIVITIES CONDUCTED BY IT AT, IN OR ABOUT THE DEMISED PREMISES DURING EACH YEAR OF THE TERM HEREOF, PLUS A SUM EQUIVALENT TO SUCH PERCENTAGE AS MAY BE MUTUALLY AGREED UPON BETWEEN THE PARTIES OF ALL SUB -RENTALS RECEIVED BY THE COMPANY FROM ANY AND ALL' SUB -TENANTS USING OR OCCUPYING ANY PART OR PORTION OF THE DEMISED PREMISES DURING SAID.YEAR, LESS FROM THE TOTAL OF ALL PERCENTAGE RENTALS A SUM EQUIVALENT TO THE MINIMUM RENTAL PAYABLE BY THE COMPANY FOR SAID YEAR UNDER THE TERMS AND PROVISIONS OF THE FOREGOING PARAGRAPH. THE PERCENTAGE RENTAL PAYABLE 0Y THE COMPANY TO THE CITY IN EXCESS OF THE MINIMUM RENTAL ACCRUING FOR EACH YEAR OF THE TERMHEREOF SHALL BE -1- EXHIBIT B PAID BY THE COMPANY TO THE CITY ON OR BEFORE SIXTY (60) DAYS FOLLOWING THE EXPIRATION OF EACH YEAR OF THE TERM HEREOF AND EACH PAYMENT OF PERCENTAGE RENTAL SHALL SE ACCOMPANIED BY A FULL, TRUE AND CORRECT STATEMENT PREPARED BY THE COMPANY INDICATING IN DETAIL ALL GROSS OPERATING REVENUES AND SUS -RENTALS RECEIVED SY IT IN CONNECTION WITH THE'OPERATION OF THE DEMISED PREMISES DUR- ING THE YEAR OF THE TERMHEREOFFOR WHICH SUCH PAYMENT IS MADE. NOTWITHSTANDING ANY PROVISIONS OF THIS PARAGRAPH TO THE CONTRARY, IT IS AGREED THAT•THE COMPANY -SHALL PAY TO THE CITY TWO PERCENT (2g) OF THE GROSS OPERATING REVENUES OF THE COMPANY DERIVED FROM THE SALE OF OFF -SALE LIQUOR. -2- EXHIBIT B • • MINIMUM RENTAL THE COMPANY SHALL PAY TO THE CITY AS A MINIMUM RENTAL FOR THE USE AND OCCUPANCY OF THE DEMISED PREMISES THE SUM OF TWENTY-SEVEN THOUSAND NINE HUNDRED AND NINETY DOLLARS (S27,990) A YEAR. THE SAID MINIMUM RENTAL SHALL BE PAID IN EQUAL QUARTERLY INSTALLMENTS IN ADVANCE, WITH THE FIRST SUCH INSTALLMENT -FALLING DUE ON APRIL 1ST. PERCENTAGE RENTAL THE COMPANY SHALL PAY TO THE CITY IN ADDITION TO THE MINIMUM RENTAL IN THE FOREGOING PARAGRAPH MENTIONED FOR THE USE AND OCCUPANCY OF THE DEMISED PREMISES A SUM EQUIVALENT TO FIVE PERCENT (5%) OF THE GROSS OPERATING REVENUES OF THE COMPANY, NOT IN EXCESS OF FOUR HUNDRED SIXTY-SIX THOUSAND FIVE HUNDRED DOLLARS (066,500). PLUS A SUM EQUIVALENT TO. FOUR PERCENT (4,) OF THE GROSS OPERATING REVENUES OF THE COMPANY IN EXCESS OF FOUR HUNDRED SIXTY-SIX THOUSAND FIVE HUNDRED DOLLARS ($466,500) AND NOT IN EXCESS OF SIX HUNDRED TWENTY-TWO THOUSAND DOLLARS ($622,000),PLUS A SUM EQUIVALENT TO THREE PERCENT (3%) OF THE. GROSS OPERATING REVENUES OF THE COMPANY IN EXCESS OF SIX HUNDRED TWENTY-TWO THOUSAND DOLLARS ($622,000) RECEIVED BY THE COMPANY FROM ANY AND ALL. BUSINESS ACTIVITIES CONDUCTED BY IT AT, IN OR ABOUT THE DEMISED PREMISES DURING EACH YEAR OF THE TERM HEREOF, PLUS A SUM EQUIVALENT TO SUCH PERCENTAGE AS MAY BE MUTUALLY AGREED UPON BETWEEN THE PARTIES OF ALL SUB -RENTALS RECEIVED BY THE COMPANY FROM ANY AND ALL SUB -TENANTS USING OR OCCUPYING ANY PART OR PORTION OF THE DEMISED PREMISES DURING SAID YEAR, LESS FROM THE TOTAL OF ALL PERCENTAGE RENTALS A SUM EQUIVALENT TO THE MINIMUM RENTAL PAYABLE BY THE COMPANY FOR SAID YEAR UNDER THE TERMS AND PRO- VISIONS OF THE FOREGOING PARAGRAPH. THE PERCENTAGE RENTAL PAYABLE BY THE COMPANY TO THE CITY IN EXCESS OF THE MINIMUM RENTAL FOR EACH YEAR OF THE TERM HEREOF SHALL BE PAID BY THE COMPANY TO THE CITY ON OR BEFORE -7- EXHIBIT C. SIXTY (60) DAYS FOLLOWING THE EXPIRATION OF EACH YEAR OF THE TERM HEREOF AND EACH PAYMENT OF PERCENTAGE RENTAL SHALL BE ACCOMPANIED BY A FULL, TRUE AND CORRECT STATEMENT PREPARED BY THE COMPANY INDICATING IN DETAIL ALL GROSS OPERATING. REVENUES AND SUB -RENTALS RECEIVED BY iT 1N CONNECTION WITH THE OPERATION OF THE DEMISED PREMISES DURING THE YEAR , OF TX: TERM HEREOF FOR WHICH SUCH PAYMENT 15 MADE. .NOTWITHSTANDING ANY PROVISIONS OF THIS PARAGRAPH TO.THE CONTRARY, AT !S AGREED THAT THE COMPANY SHALL PAY TO THE CITY TWO PERCENT-(2%) OF THE GROSS OPERATING REVENUES OF THE COMPANY DERIVED FROM THE SALE OF'OFF-SALE LIQUOR. -2- EXHIBIT C RECORDING REQUESTED BY WHEN RECORDED MAIL TO Van Nuys Savings and Loan Association 6569 Van Nuys Boulevard Van Nuys, California .. .. SPACE, ABOVE THIS LINE FOR RECORDER'S USE Deed of Trust and Assignment of Rents (Long Form) This Deed of Trust, Made this day of ; 19 . , between. BALBOA BAY CLUB, INC., a corporation, formerly Wrather Investment, Inc. a corporation a Corporation, herein called TRUSTOR, whose address is 1221 West Coast Highway Newport Beach California , (Number and Street) (City) (Zone) (State) TRANS -COAST INVESTMENT CO., a California Corporation, herein called TRUSTEE, and VAN NUYS SAV- INGS AND LOAN ASSOCIATION, a California corporation, of Los Angeles, California, herein called BENEFICIARY, Witnesseth: That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS TO TRUSTEE IN TRUST, WITH POWER OF SALE, that property in the city of Newport Beach , County of Orange , State of California, described as: TOGETHER WITH the 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 performance of each agreement of Trustor berein confalaed and payment of the sum of_._S.IX... _........ _ HUNDRED FIFTEEN THOUSAND, SIX HUNDRED AND NO/100 _ DOLI4 with interest thereon according to the terms of a promissory note, dated...--...._.._..._..____.__._....__._..___, 19_._, payable to Beneficiary or order and made by Trustor; payment of such additional sums as may hereafter be borrowed from the Beneficiary or its successors in interest by the Trustor, or any of them, or any successor in interest of any Trustor, with interest thereon not to exceed 50% of the original amount. Should Trustor sail, convey, transfer or dispose of said property, or any part thereof, without the written consent of Beneficiary being first had and obtained, then Beneficiary shall have the right, at its option, to declare all sums secured hereby forthwith due and payable. A. To protect the security of this Deed of Trust, Trustor agrees: (1) . To pay the note above referred to according to its terms. (2) To keep said property in good condition and repair, not to remove or demolish any building thereon; to complete or restore promptly and in. good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for lobar performed -. and materials furnished therefor; to comply with all lows affecting said property or requiring an alterations or improvements to be mode thereon; not -. to commit or permit waste thereof; not to commit, suffer or permit any act upon said properly in violation of law; to do ell acts which from the character or usa of the properly may be reasonably necessary. (1)' TV-p)ovlde; malntoimaod deliver.ta Beneficiary flrq,ond other insurance required from time to time by Beneficiary, satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or other Marina Policy may be applied by4aae&iary,otyp arty indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part fhereol may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder ar invalidate any act done pursuant to such notice. (4) To appear in and defend any action or proceeding purporting to affect the security hereof or the rights ar powers of Beneflciary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorneys fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may be made a parry. (5) To pay: when due, all loxes and assessments affecting said property, including assessments on appurtenant water stock; all incumbrances, charges and liens, with interest, on said properly or any part thereof, which appear to be prior or superior hereto; all cods, fees and expenses of this Trust. Should Trustor foil 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 ar demand upon Trustor and without releasing Trustor from any obligation hereof, moys make or do the some in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear In and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any incumbrance, 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. (6) To pay immediately and without demand all sums so expended by Beneficiary or Trustee, with interest from date of expenditure at seven-:- - per cent per annum, and the repayment thereof shall be secured hereby. (7) For all purposes of this Deed of Trust oil gas and electric fixtures, radiators, heaters, engines and machinery, boilers, ranges, elevators and motors, bathtubs, sinks, water closets, basins, pipes, faucets, and other plumbing and heating fixtures, mirrors, refrigerating plants, Iceboxes. cooking apparatus and appurtenances, and such other goods and chattels and personal property as are usually sold with, or furnished by landlords in letting - premises of the character hereby conveyed, shall be deemed to'be fixtures and a part of the really. B. It is mutually agreed that: (1l Any awardd of damages in connection with any condemnation for public use of or injury to said property or any part thereof, or any corn- pemafiior.:words, other payments or relief duct to damage to the property in any manner is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the some manner and with the some effect as above provided for disposition of proceeds of fire or other insurance. Beneficiary, in its awn name, at its option, may appear in and prosecute any action or proceeding relative to such damages and/or may setae any claim therefor. (2) S.y accepting payment of any sum secured hereby alter its due dale, Beneficiary doer not weirs his right yeither to require prompt payment when due of all other sums so secured or to declare default for failure so lo.pay. f r fs ( D _ A leasehold estate created by that ce_ to n.. Lease dated March 24, 1948, executed by the City of Newport Beach, a is;:;nic pe:. _.;:r :c_ation, as Lessor, and by the Newport Bay Company, a corporation Ztion c:s .' ._ - -,. , for the term of 50 years from September 1, 1943, and continuirc to ar:: .i.:sc =.:ding the 31st day of August, 1998; upon the terms, conditions and cove -:.ants, therein provided, recorded January 14, 1954, in Book 2651 n je 123, v-" ici 1 Records and as amended by Instrument dated Aril 10, 1956, .__:3cu<<`.:d by said Lessor and Lessee, recorded January 14, 1954, in Book 2651,, }:age 1-1b, Official Records,' and as further amended by Instrument dated Senter:bcr 29, 1952, executed by said Lessor and Lessee, recorded January 14, 1954, in BoO:L 2651; Page 152, Official Records and by Instrument dated March 28, 1960, executed by said Lessor and Lessee, recorded ; tril 6, 1960, as Document No. 60007, upon the terms, conditions and covenants, as therein provided (the interest of the Lessee under said Lease was assigned to Wrahher Investment, Inc.; a cor:noratlon, now Balboa Bay Club, , a co o=tion, by ..asilnment recorded ilpri1 6, 1960, as Document i{O. 5 in _ , ;.._,.. 61, Cfficiai Records) insofar as said • • PARCEL 1: That portion of Lot 171, Block 54, Irvine's Subdivision, in the city of Newport Beach, county of Orange, state of California, as shown on a map thereof, recorded in book 1 page 88 of Miscellaneous Record :laps, in the office of the county recorder of said county, described as follows: Beginning at a point on the U. S. Bulkhead line extending from U.S. Bulkhead Station No. 129 to U. S. Bulkhead Station No. 130, as said Bulkhead line and Bulkhead Stations are laid out and shown on a map of Newport Bay, California, showing Harbor lines approved by the War Department, January 18, 1917, which said point is South 61° 00' 00" East 1498.00 feet from its intersection with the southwesterly prolongation of the center line of Irvine Avenue, as shown on a map of First Addition to Newport Heights, recorded in book 4 page 94 of Miscellaneous Maps, in the office of said county recorder, said point of intersection being the most southerly corner of Lot H of Tract No. 919, as shown on a map recorded in book 29 pages 31 to 34 inclusive of said Miscellaneous Maps; thence North 28° 58' 53" East 130.00 feet; thence North 61° 01' 07" West 111.00 feet; thence North 28° 58' 53" East 181.98 feet to a point in the southerly line of the 100 foot right of way of the California State Highway ORA-60B, said point being at right angles to Engineer's Station 13+57.66 in the center line of said highway; thence South 74° 21' 30""East 229.96 feet along said southerly line to the beginning of a curve concave northerly and hav- ing a radius of 2550.00 feet; thence easterly 118.56 feet along said curve, through a central angle of 2° 39' 50"; thence South 11° 451 40" West 49.27 feet; thence South 29° 30' 13" West to a point on a line parallel with and northeasterly 279.11 feet from said U. S. Bulkhead line, said point being the true point of beginning; thence South 29° 30' 13" West 629.13 feet to a line parallel with and southwesterly 350.00 feet from said U. S. Bulkhead line; thence South 61° 011 07" East 318,32 feet along last said parallel line to a line which bears South 28° 58' 53" West from a point on said U. S. Bulkhead line, South 61° 011 07" East 2052.11 feet from said most southerly corner; thence North 28° 58' 53" East 629.11 feet; thence North 61° 01' 07" West 312.60 feet to the true point of beginning. PARCEL 2: An easement for ingress and egress over that portion of Lot 171, Block 54, Irvine's Subdivision, in the city of Newport Beach, county of Orange, state of California, as shown on a map thereof recorded in book 1 page 88 of Miscellaneous Record Maps, in the office of the county recorder of said county, included within a strip of land 25.00 feet in width, the north- westerly line of which is described as follows: Beginning at a point on the U.S. Bulkhead line extending from U.S. Bulkhead Station No. 129 to U.S. Bulkhead Station No. 130, as said Bulkhead line and Bulkhead Stations are laid out and shown on a map of Newport Bay, California, showing Harbor lines approved by the War Department January 18, 1917, which said point is South 61° 00' 00" East 1498.00 feet from its intersection with the southwesterly prolongation of the center line of Irvine Avenue, as shown on a map of First Addition to Newport Heights, recorded in book 4 page 94 of Miscellaneous Maps, in the office of said county recorder, said point of intersection being the most southerly corner of Lot H of Tract No. 919, as shown on a map recorded in book 29 pages 31 to 34 inclusive of said, Miscellaneous Maps; thence North 28° 58' 53" East 130.00 feet; thence North 61° 011 07" West 111.00 feet; thence North 28° 58' 53" East 181.98 feet to a point in the southerly line of the 100 foot right of way of the California State Highway ORA-60B, said point being at right angles to Engineer's Station 13+5766 in the center line of said highway; thence South 74° 21' 30" East 229.96 feet along said southerly line to the beginning of a curve concave northerly and having a radius of 2550.00 feet; thence easterly 118.56 feet along said curve, through a central angle of 2° 39' 50" to the true point of beginning; thence South 11 45' 40"_West 49.27 feet; thence South 29° 30' 13" West to the most northerly corner of Parcel 1 hereinbefore described. The southeasterly line of said 25.00 foot strip is to be lengthened or shortened so as to terminate on the Southwest at the northeasterly line of said Parcel 1 and on the Northeast at said southerly line of the California State Highway. (3) At any time or from time to bout liability therefor add without notice, upon w quest of Beneficiary end presentation of This Deed and snid note for endorsement, Gout affecting the personal liability of any person merit of the indebtedness secured or the lien upon the remainder of the property hereby conveyed for the full amount of the indebtedness emoining unpaid, Trustee may: reconvey any poi of said property; consent to the making of any mop or plat thereof; join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof. • r (6) Upon written request of Beneficiary slating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention and upon payment of Its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals In such reconveyance of any matters ar facts shall be conclusive proof of the truthfulness thereof. The gronlee in such reconveyonce may be de- scribed as "the parson or persons legally entitled thereto." (51 As additional security, Truster 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 Truster the right, prior to any default by Truster In payment of any indebtedness - sasured hereby or in performance of any ogreemenl 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, eitherin person, by agent, or by a receiver to be appointed by a court, and without regard to thyndequocy of any security for the indebtedness hereby secured, enter upon and take possession of said property ar any port thereof, in his own nome ivu for er othervise collect such rents, issues and profits, including those past due and unpaid, and apply the same, ten costs and expenses of operation and -' cedoction, including reasonable attorneys fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and Inking possession of said property, the collection 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) Upon breach or default by the Truster, as set forth in the last preceding paragraph, the Beneficiary may declare all sums secured hereby immedi- ately due and payable either by commencing on action lo foreclose This Deed of Trust as a mortgage pursuant to the statute in such case mode and provided, or by the delivery to the Trusted of written declaration of default and demand for sole and of written notice of default and of election to cause to be sold the said property, which notice the Trustee shall cause to be duly filed for record In rose of foreclosure by exercise of the power of sale herein. The Beneficiary also shall deposit with the Trustee this Deed and the said note and such receipts and evidence of expenditures mode and secured hereby es the Trustee may require. ' Notice of sale having been given as then required by low and after lapse of such time as may then be required by law after recordation of such notice of default, Trustee without demand on Truster, shall sell said property at the time and place of tole fixed by i1 in said notice of sale, either as a whole or in separate parcels, and in such order es it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at lime of sale. Trustee may postpone sole of all or any portion of said property by public announcement at such lime and place of Baler and -- from time to lime thereafter may postpone such sole by public announcement at the time fixed by the preceding poslpdnemenl. 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 Truster, Trustee, or. Beneficiary as hereinafter defined, may purchase al such sale. After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest of seven per cent per annum; all other sums then secured hereby; and the remainder, i1 any, to the person or persons legally entitled thereto. (7) The Beneficiary may, from lime to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting here- under, which Instrument, executed, acknowledged and recorded in the office of the recorder of the county or counties where said properly 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 all its title, estate, rights, powers, and duties. Said instrument must contain the name of the original Truster, Trustee and Beneficiary hereunder, the book and page where this Dead is recorded, and the name and address of the new Trustee. The procedure herein provided for substitution of Trustees shall be exclusive of all other provisions for substitution, statutory or otherwise. -- - t8) This Deed applies lo, inures to the benefit of, and binds all parties hereto. their heirs, legatees, devisees, administrators, executors, successors and assigns. The fern' Beneficiary shall mean the owner and holder, including pledgees, of the nose 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. - (9) Trustee accepts This Trust when this Deed, duly executed and acknowledged, Is made a public record as provided by law. Trustee is not obli- gated to notify any parry hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Truster, Beneficiary or Trustee shall be a party unless brought by Trustee. - 110) Beneficiary may make a charge not exceeding $15.00 for a beneficiary statement. C. The undersigned Trustor requests that a copy of any notice of default and of any notice of sate hereunder 6e mailed to him at Ms address hereinbefore set forth. STATE OF CALIFORNIA 7) COUNTY OF I SS. On before me, the under- signed, a Notary Public in and for said State, personally appeared • known to me to be the President, and , known to me to be Secretary of the corporation that executed the within Instrument, known to me to be the persons who executed the within Instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the within instru- ment pursuant to its by-laws or a resolution of its board of directors. WITNESS my hand and official seat. (Seal) Signature Name (Typed or Printed) Notary Public in and for said State SIGNATURE OF TRUSTOR BALBOA BAY CLUB, INC. - a Corporation , formerly Wrather Investment, Inc., a corporation hy: Edward D. Tisch, Vice President -Treasurer by: DO NOT RECORD REQUEST FOR FULL RECONVEYANCE Ta he used only when ante has been paid. To TRANS -COAST INVESTMENT CO., Trustee: The undersigned is the legal owner and holder of all indebtedness secured by the within Deed of Trust. All 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 Trust, deliveredto you herewith together with the said Deed of Trust, and 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. • MAIL RECONVEYANOI TOt • To protect and maintain the security of this deed of trust, Trustor further agrees: (11) That any default in the terms. and conditions of that lease dated March 24, 1948, and amended April 10, 1950, September 29, 1952, and March 28, 1960, by and between Trustor's assignor, as Lessee, and the City of Newport Beach, California, as Lessor, a copy of which was recorded January 14, 1954, in Book 2651 Page 126 of Official Records of Orange County, California, which continues for a period of thirty (30) days after notice thereof in writing from the City of Newport Beach to Trustor, shall constitute a default hereunder. (12) Any default in the terms and conditions of the following promissory notes to Van Nuys Savings and Loan Association, a California corporation and Union Bank, and/or a California corporation; by Trustor hereinXcstMXMt the terms and conditions of the deeds of trust securing Trustor'a obligations under said promissory...notes shall constitute a default hereunder: a) Promissory note dated March 25, 1964 in the principal amount of $1,000,000.00, secured by a deed of trust and assignment of rents of even date therewith recorded April 10, 1964 in the official records of Orange County. b) Promissory note dated March 25, 1964 in the principal amount of $650,000.00 secured bya deed of trust and assignment of rents of even date therewith recorded April 10, 1964 in official records of Orange County. c) Installment note dated in the principal amount of $3,750,000.00 to Union Bank secured by a deed of trust and assignment of rents of even date therewith. WWC:mec 5/6/64 (6) Mail to: Margery Schroeder, City Clerk 3300 W Newport Blvd; Newport Beach, Calif. 1 121172 FREE RECORDED AT REQUEST OF CITY OF NEWFORT BEACH IN OFFICIAL RECORDS OF ORANGE COUNTY, CALIF. 1:05 AM MAY 14 1964 RUBY MoFARLAND,County Recorder :REQUEST FOR COPY OF NOTICE OF DEFAULT AND NOTICE OF SALE In accordance with Section 2924b,. Civil Code, request is hereby made that a copy of any notice of default and a copy of any notice of sale under the deedof trust recorded April 10, 1964, in Book 6999, page 634., records of Orange County, California, executed by Balboa Bay Club, Inc., a corporation, formerly Wrather Investment, Inc., a corporation, as trustor, in'which Van Nuys Savings and Loan Association, a California corporation, ismamed beneficiary, and Trans -Coast Investment Co., a.California corpora- tion, is named trustee, be mailed to the City of Newport Beach.at 3300 Newport Boulevard, Newport Beach, California. DATED: May., 1964. CITY OF NEWPORT BEACH Attest:. STATE OF CALIFORNIA ) : ss COUNTY OF ORANGE ) .On May //' , 1964, before me, the undersigned, a Notary Public in and for said County and State, personally appeared PAUL J. GRUBER and MARGERY SCHROUDER, known to me to be the Mayor and . the City Clerk, respectively, of the CITY OF NEWPORT BEACH, the municipal corporation that executed the within instrument, and acknowledged to me that said municipal corporation executed the same.pursuant to a resolution of its City Council. WITNESS my hand and official seal. �IH Notary Public in and for said County and State My Commission F'<pires January 9,1965 WWC:mec 5/6/64 (6) 12173 .000045 F E 36 RECORDED AT REQUEST OF -STY OF NEWPORT BERM, Mail to: Margery Schroeder, City Clerk 3300 W. Newport Blvd, Newport Beach, Calif. FREE IN OFFICIAL RECORDS OF ORANGE COUNTY, CALIF. 116 AM MAY 14 1964 RUDY McFARLAND, County Recorders ;REQUEST FOR COPY OF NOTICE OF DEFAULT AND NOTICE OF SALE . In accordance with Section 2924b,_Civil Code, request • is hereby made that a copy of any notice of default and a copy of any notice of sale under the deed of trust recorded April 10, 1964, in Book 6999, page 638, records of Orange County, California, executed by Balboa Bay Club, Inc., a corporation, formerly Wrather Investment, Inc., a corporation, -as trustor, in'which Van Nuys Savings and Loan'Association, a California corporation, is tamed beneficiary, and Trans -Coast Investment Co., a California corpora- tion, is named trustee, be mailed to the City of Newport Beach at 3300 Newport Boulevard, Newport Beach, California. DATED: May 1l , 1964. CITY OF NEWPORT BEACH By STATE OF CALIFORNIA COUNTY OF ORANGE SS Attest: .On May //' , 1964, before me, the undersigned, a Notary Public in and for said County and State, personally appeared PAUL J. GRUBER and MARGERY SCHROUDER, known to me to be the Mayor and the City Clerk, respectively, of the CITY OF NEWPORT BEACH, the municipal corporation that executed the within instrument; and acknowledged to me that said municipal corporation executed the same pursuant .to a resolution of its City Council. WITNESS my hand and official seal. UM ........n............r....0 .nu DOROTHY L. PP;LN NGThir MLR'. - .._, 7 :iii:1 PRi'.•IGi?A1 CF;tCEIN ORMIGE COUNTY )ctOa 1 Notary Public in and for said County and State My Commission (spires January 9, 1965 'BOOK '7045 PACE 37 WWC:mec 5/6/64 (6) Maims to: Margery Schroeder, City Clerk 3300 W, Newport Blvd., Newport Beach, Calif. 12174 IMP FREE REQUEST FOR COPY OF NOTICE OF DEFAULT AND NOTICE OF SALE RECORDED AT REQUEST OF CITY OF REWPORT BEAGI IN OFFICIAL RECORDS OF ORANGE COUNTY, CALIF. 9:96 AM MAY 14 1964 RUBY McFARLAND,County Recorder In accordance with Section 2924b,. Civil Code, request is hereby made that a copy of any notice of default and a copy of any notice of sale under the deed of trust recorded April 10, 1964, in Book 6999, page 642, records of Orange County, California, executed by Balboa Bay Club, Inc.,.a corporation, formerly Wadley Investment, Inc., a corporation, as trustor, in'which Van Nuys Savings and. Loan Association, a California corporation, is named beneficiary, and Trans -Coast Investment Co., a California corpora- tion, is named trustee, be mailed to the City of Newport Beach at 3300 Newport Boulevard, Newport Beach, California. DATED:- May \t , 1964. CITY OF NEWPORT BEACH By STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss Attest: On May // , 1964, before me, the undersigned, a Notary Public in and for said County and State, personally appeared PAUL J. GRUBER and MARGERY SCHROUDER, known to me to be the Mayor and the City Clerk, respectively, of the CITY OF NEWPORT BEACH, the municipal corporation that executed the within instrument, and acknowledged to me that said municipal corporation executed the same pursuant to a resolution of its City Council. WITNESS my hand and official seal. DOROTHY L. . r 4' rN ORANGE c U IY Notary Pudic in and for said County and State My Commission rrpires January 9,1965 12175 BOOK7045 PAGE 38 WWC:mec 5/6/64 (6) • Mai/ to: Margery Schrouder, City Clerk 3300 W Newport Blvd. Newport Beach, Calif. e FREE REQUEST FOR COPY OF NOTICE OF DEFAULT AND NOTICE OF SALE . RECORDED AT REQUEST OF CITY OF NEWPQeT BEACY IN OFFICIAL i- LtGORbs OF ORANGE COUNTY, CALIF. gaE5 AM MAY 14 1964 RUM McFARLAND, County Recorder In accordance with Section 2924b,. Civil Code, request is hereby made that a copy of any notice of default and a copy of any notice of sale under the deed of trust recorded April 10, 1964, in Book 6999, page 650, records of Orange County, California, executed by Balboa Bay Club, Inc., a corporation, formerly Wrather Investment, Inc., a corporation, as trustor, in 'which Van Nuys Savings and Loan Association, a California corporation, is named beneficiary, and Trans -Coast Investment Co., a California corpora- tion, is named trustee, be mailed to the City of Newport Beach at 3300 Newport Boulevard, Newport Beach, California. DATED: .May , 1964. CITY OF .NEWPORT BEACH — By -:;;;2)�4 Attest: STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ). .0n May ji , 1964, before me, the undersigned, a Notary Public in and for said County and State; personally appeared PAUL J. GRUBER and MARGERY SCHROUDER, known to me to be the Mayor and the City Clerk, respectively, of the CITY OF NEWPORT BEACH, the municipal corporation that executed the within instrument,and acknowledged to me that said municipal corporation executed the same pursuant to a resolution of its City Council. WITNESS my hand and official seal. DOROTHY L. PALEN NOTARY PII LI^, • CAL:I:C N1 PRi."i°i=W_ OFPiOE IN ORANGE COUNTY .. Notary Pubic in and for said County and State My Commission fxpires January 9,19b5 "E#19597v INSTALLME„? NOTE (Interest only for a definite period and there t,er Principal and Interest Payable in Installments) s_..41 Q.,OQO4p0 Van Nuys California March 25 In installments and at the times hereinafter stated, for value received, I,. we or either of us VAN NUYS SAVINGS'AND LOAN ASSOCIATION, a California corporation or order, at its office in the City of Los Angeles, California, or at such other lace either within or without the State as w s;r is ONE MILLION ONE HUNDRED F fp � -IyI' IIS note may from time to time designate, the principal sum of DLI�i§. wu� m tees tom date on principal unpaid at the rate of seven per cent per annual, payable May15 64monthly 19 and [hereafter, and 'with interest from and after maturity at the rare of 7% per annum. Principal and interest accruing after May 15. 19-. 6E hall be due and payable in installments of EIGHT THOUSAND TWO HUNDRED FIFTY FIVE AND NO/100 --- -- Dollars ($ 8,255.00 ) each, on the 15th day of each and eve month beginning June 15 19 64and continuing to and including February 15 i98 balance of principal and interest [hen unpaid to be due and payable March 25 1988 Each payment shall be credited in accordance with the arnortizati;n schedule to any installment then due or delinquent. Should default be made inpayment of .anyinstallment when due, the whole sum. of principal and interest shall, at the option of the holder of this note, become immediately due and payable. five cents (5c) In the event that any installment shall become overdue for a period in excess of fifteen (15) days a "late ch..rge" of a ....:( 1»;= for each dollar ($1.00) so overduemay be charged by the holder hereof for the purposeofdefraying the expense incident to handling such delinquent payments. Principal and interest payablein lawful money of the United States, which shall be legal tender in payment of all debts and dues, public and private, at the time of payment: Privilege is hereby reserved of making: additional payments on. account of ,principal on any interest payment date, provided each such payment is in accordance with the amortization schedule and the total additional sum paid in any calendar year on principal does not exceed the sum of ten per cent of the original amount.. romise . to pay to This Note is additionally secured by a Collateral Pledge Agreement dated , pledging shares of the capital stock of Balboa Bay Club,; Inc., reference to which is hereby made for; further particulars. within 3 i s from date' Privilege is hereby reserved of paying this note on any interest payment dare prior to maturity/ by payment of they hen unpaid balance of principal, w:::-, accrued interest to date of such payment puXMY" Cyr>3:7alif tkikIti`{t a5P+j- +NtrihitpXr... .zC t :.CaC xba docoN123ltvis.4. Thereafter, prepayment fee will be 2% of unpaid balance. In the event that suit be brought hereon; or an attorney be employed or expenses be incurred to compel payment of this note or of any portion of the indebtedness evidenced herebythe. undersigned promiseto pay a reasonable sum as attorney's fees: The makers; endorsers; guarantors and sureties of this note and each of them hereby waive diligence, demand, presentment for payment, nonce of non-payment; protest and notice of protest and specifically consent to and waive notice of any renewals or extensions of this note, whether made to or in favor of the makers or any other person or persons. The pleading of any statute of limitations as a d ;etc. to any demand against makers, endorsers, guarantors and sureties, is expressly :waivedby each and all of said parties. This note is secured by a certain Deed of Trust of even cite. herewith to TRANS -COAST INVESTMENT CO:, a California c.•poration, Trustee, and is subjett to all the covenants and conditions therein contained: 3ALBOA BAY CLUB INC. a corporation, formerly Wrather Investment a corporation 'by-: i:.dwar1- ID. Tisch, 'Vice president —:Treasurer TCT•2o-ac 19598v INSTALLMENT NOTE (Interest onlyfor definite period and thereafter Principal and Interest Payable in Installments) $ 1a 000 , 000, 00 Van Nuys California March 25 In installments and at the times hereinafter stated, for value received,. 1 we or either of uspromise to pay to VAN NUYS SAVINGS'AND LOAN ASSOCIATION, a California corporation or order, at its office in the City of Los Angeles, California, or at such other place, either within or without the State, as the owner of this note may from rime to time designate, the principal sum ofONE MILLION AND NO/100 ---Dollars with interest from date on principal unpaid at the rate of...seve.n per cent per annum, payable .May. 1.5 19...64 and monthly thereafter, and with interest from and after maturity at the rate of 7% per annum..Principal and interest accruing after May 15 1964, shall be due and payable in installments of 1SF....N...,±IQUSAN.D..NDRiD NO/100------------- - Dollars ($ 7 ,178...QQ ) each on the 1.5th day of each and every month beginning June.::15 19.64':and continuing to and including February 15 1988 balance of principal .andinterest then unpaid to be due and payable March 25 Each payment shall be credited in accordance with the amortization schedule to any, installment then due or delinquent. Should default be made in payment of any installment: when due, the whole sum of principal and interest shall,at the option of the holder of this note, become immediately due and payable. five cents (6c)'. In the event that any installment shall become overdue for a period in excess of fifteen (1S) days a 'late charge" of Z,Zr—cenes'izr i for each dollar ($1.00) so overdue may be charged by the holder hereof for the purpose of defraying the expense incident to handling such... delinquent payments. Principal and interest payablein lawful money of the United States, which shall be legaltender in payment of all debts and dues, public and private, at the time of payment. Privilege is hereby reservedof makingadditional payments on account of principal on any interest payment date, providedeach such payment is in accordance with the amortization schedule and the totaladditional sum paid in any calendar year on principal does not exceed the sum of ten per of the original amount. This Note is additionally secured by a Collateral Pledge Agreement dated , pledging shares of the capital stock of Balboa Bay Club, Inc., reference to which is hereby made for further particulars. Privilege is hc,:b reserved of within ot3 y:irs. from date;. g rz y paying this note on any interest payment date prior to maturity,/,toy, payment the then unpaid balance of principal with accrued interest to date of such payment, okitoc,orix=stptex,flooktksob 7{{yppr txti iriripA rxxXcMtsrpdx cklakR3t5bt f 32. Thereafter, prepayment fee wiZ]. be% of unpaid balance. In the event that suit be, brought hereon, or an attorney be employed or expenses be incurredto compel payment o this note or ot any portion of the indebtedness evidenced hereby, the undersigned promise to pay a reasonable sum as attorney's fees.. The makers, endorsers, guarantors and sureties of this none and each of them hereby waive diligence, demand, presentment for payment, notice of . nonpayment, protest and notice of protest and specifically consent to and waive notice of any renewals or extensions of this note, whether made to or in favor of the makers or any other person or persons: The pleading of any statute of limitations as a defense to any demand against makers, endorsers; guarantors and sureties, is expressly waived by each and all of said parties. This rote is securedby a certain Deed of Trust ofevendate ;herewith to TRANS•COAST INVESTMENT CO., a California corporation, Trustee, and is subjectto all the covenants and- conditions therein contained. ''LBOA BAY CLUB, INC., a corporation, formerly Wrather Investment w corporation by:. Edward D. Tisch, Vice President -Treasurer TCT:ao.60 INSTALLMENT NOTE (Interest only for a definite period and thereafter Principal and Interest Payable in Installments) $-:-6511,..0Q0:_.00 Van :Nuys ca)ifornia March 23 In installments and at the times hereinafter stated; for value received,. .e.ith.er.. iofus promise to pay to VAN NUYS SAVINGS'AND LOAN ASSOCIATION, a California corporation or order, at its office in the City of Los Angeles, California, or at such other_ place either within or without the State }�as ��t�hi((e�� o,wtn(ee�rof this note may from time to time designate, the principal Burn nr8IX HUNDRED FIFTY THOUSANDDAIafs' JNPhlnY R9 from date en principal unpaid at the rate of...S.evex1 per tent per annum, payable May 15 1964 and monthly thereafter, and with interest from and aftermaturity at 'the rate of 7% perannum. Principal andinterest accruing after M:iy 15 19 6Q shall be due and payable in installments of POUR THOUSAND SIX . H.UNARBD S.1.XTY SIX AND NO/100 ------ Dollars ($ 4,666,00 ) each, on the 1,5th day of each and every month beginning sJ74}Ie 15 , 19 64 and continuing to and including Pearl a.x:y 1Jr 19_, c4$ balance of principal and interest then unpaid to be due and payable - March 25 1988 Each payment shall be credited in accordance withthe amortization schedule to any installment then due or delinquent. Should. default be made in payment of any installment when due the whole sum of principal and interest shall, at the option of the holder of this note, become immediately due and payable five Cents CEO In In the eventthatany installment shall become overdue for a period in excess of fifteen (15) days a "late charge" of ;Z_teEt :(2LyTf for each dollar ($1.00) so overdue may be charged by the holder hereof for the purpose of defraying the expense incident to handling such delinquent payments. - - - Principal and interest payable in lawful money of the United States, which shall be legal tender in payment of all debts and dues, public and private, at the time of payment. Privilege is hereby reserved of making additional payments on account of principal on any interest payment date provided each such payment is in accordance with the amortization schedule and the total additional sum paid in any calendar year on principal does not exceed the sum of ten per cent of the original amount. This Note is additionally secured by a Collateral Pledge Agreement dated , pledging. shares of -thecapital stock of Balboa Bay Club, -Inc., reference to which is hereby made for further particulars. within 3''yrs. from date] Privilege is hereby reserved of paying this note on any interest .payment date prior to maturity/by payment of the then unpaid balance of principal with accrued interest t date of such payment, g'41;01So' NplrI;A�C:=3:1ECfkk'c bwo ealek},?... q7 xxxaciouloC cbv�cilax ;tlx it>;,. Thereafter, prepayment free will be 2/e of unpaid balance. In the event that suit be brought hereon; or an attorney be employed or expenses be incurred to compel payment of this note or of any portion of the indebtedness evidenced hereby,, the undersigned promise to pay a reasonable sum as attorney's fees.: The makers, endorsers, guarantors and sureties ofthis note and each of them hereby waive diligence, demand, presentment for payment, notice of non -payment, -protest and notice of protest and specifically consent co and waive nonce of any renewals or extensions of this note, whether made to or in favor of the makers orany other person or persons. The pleading of any statute of limitations as a defense to any demand against makers, endorsers, guarantors and suretiee is expressly waived by each and all of said .parties. This note is secured by a certain Deed of Trust of even date herewith to TRANS -COAST INVESTMENT CO., a Cali forma corporation, Trustee, and is subject to all the covenants and conditions therein. contained. BALBOA BAY CLUB, INC., a a corporation corporation, formerly Wrather Investnert by: Edward D. Tisch, Vice President -Treasurer TCT-20:60. E.ill9600v• 1111, INSTALLMENT NOTE (Interest only for a definite period and thereafter Principal and Interest Payable in Installments) $ 200:000.00 Van Nuys California March 25 0 64 In installments and at the times hereinafter stated for value received, I, we or either of us promise..... . . ... to pay to VAN NUYS SAVINGS AND LOAN ASSOCIATION, a California corporation Of Order, at its office in the City of Los Angeles California, or at such other place, either within or without the State, as the owner of this bore may from time to time designate, the principal sum of TWO HUNDRED THOUSAND Dollars with interest from ' date on principal unpaid at the rate of seven 19 64 and rnonthly thereafter, per cent per annum, payable May 15 and with interest from and after maturity at the rate of 7% per annum. Principal and interest accruing after May 15 a pya e i 19.P.4,, shall be due and payable in 'nsta nments of ONE THOUSAND FOUR HUNDRED THIRTY SIX AND NO/100 -------------- Dollars (3 1 436.00 , ) each on theA 1515th day of each and every February 15 0 88 . month beginning June 19 -A-e, and continuing to and including balance of principal and interest then unpaid to be due and payable March 25 1988 Each payment shall be credited in accordance with the amortization schedule to any installment then due or delinquent. Should default be made in payment of any installment when due, the whole sum of principal and interest shall, at the option of the holder of this not; become immediately due and payable. five cents (5e) In the event that any installment shall become overdue for a period in excess of fifteen (15) days a "late charge offib7b1/424.74:::, for each dollar ($1.00) so overdue may be charged by the holder hereof for the purpose of defraying the expense incident to handling such delinquent payments. Principal And interest payable in lawful money of the United State; which shall be legal tender in payment of all debts and dues, public and private, at the time of payment. Privilege is hereby reserved of making additional payments on account of principal on any interest payment date, provided each such payment is in accordance with the amortization schedule and the total additional sum paid in any calendar year on principal does not exceed the sum of ten per cent of the original amount. This Note is additionally secured by a Collateral Pledge Agreement dated , pledging shares of the capital stock of Balboa Bay Club, Inc., reference to which is hereby made for further particulars. ,within 3 yrs. from date Privilege is hereby reserved of paying this note on any interest payment date prior to maturity/by payment of the then unpaid balance of principal with accrued interest tu date of such payment pli:Xl-riT.‘,LeXII6,1CIN2<,,NalicalruNi,TraDrarWaitiDebrefeApaliNiI<XXI'ANAlar Thereaxter, prepayment tee wall be 2% or uncald balance. In the event that suit be brought hereon, or an attorney be employed or expenses be incurred to compel payment of this note or of any portion of the indebtedness evidenced hereby, the undersigned promise to pay a reasonable sum as attorney's fees. The makers, endorsers, guarantors and sureties of this nore and each of them hereby waive diligence, demand, presentment for payment, notice of non-payment, protest and notice of protest and specifically consent to and waive notice of any renewals or extensions of this note, whether made to or in favor of the makers or any other person or persons. The pleading of any statute of limitations as a defense to any demand against makers, endorser; guarantors and sureties, is expressly waived by each and all of said panics. This note is secured by a certain Deed of Trust of even date herewith to TRANS -COAST INVESTMENT CO., a California corporation, Trustee, and is subject to all the covenants and conditions therein contained. SALBOA BAY CLUB, INC. a corporation, formerly Wrather Investment, Inc., a corporation by: Edward D. Tisch, Vice President -Treasurer Recording Requested by and When Recorded IOW. Thomas J. O'Keefe, Inc. SYJ-s - P. 0. Box 6099 Santa Ana, Ca. 92706 OFFICIAL DOCUMENT Above Space for Recorder Only CONSENT TO ASSIGNMENT OF LEASEHOLD, REAL AND PERSONAL PROPERTY INTEREST THIS CONSENT to the Assignment of Leasehold, Real and Personal Property Interest hereinafter described is executed by the CITY OF NEWPORT BEACH, a municipal corporation, on behalf of INTERNATIONAL BAY CLUBS, INCORPORATED, a California corporation, successor in interest to Balboa Ray Club, Inc., a cor- poration, formerly Wrather Investment, Inc., a corporation, for the benefit of TERRACE APARTMENTS LIMITED PARTNERSHIP, a Missouri. Limited Partnership ("Terrace Ltd."), Oppenheimer Industries, Inc., a Delaware corporation ("Oppenheimer")., as General Partner, and FIRST AMERICAN TRUST COMPANY, a' California corporation ("Trustee"). Reference is hereby made to the following: 1. That certain lease dated March 24, 1948 as amended from time to time, including April 10, 1950, September 29, 1952 and March 28, 1960, wherein the CITY OF NEWPORT BEACH, a municipal corporation, is the lessor (the "Lessor"), and INTERNATIONAL BAY CLUBS, INCORPORATED, a California corporation is the lessee ("Lessee") covering and affecting certain real property situated in the City of Newport Beach, County of Orange, State of California, Which property is more particularly described in said lease, as amended (said lease as amended, is hereinafter referred to as the "Main Lease"). 2. One of the provisions of said Main Lease provides that the lease may not be assigned without the consent of the City of Newport Beach. 3. The City of Newport Beach has heretofore by Resolution No. 7586 on December 13, 1971 authorized certain assignments of portions of the leasehold estate by deeds of trust and/or by sale leaseback of its leasehold estate and leasehold improvements thereon. 4. Pursuant to said Resolution, that certain Consent to Assignment of Leasehold Estate by Deeds of Trust and/or by Sale Leaseback dated Decem- ber 15, 1971, executed by the City of Newport Beach on behalf of the Lessee in connection with the sale or hypothecation of the leasehold estate created by the Main Lease by deeds of trust and/or sale leaseback by U. S. FINANCIAL CORPORATION or a subsidiary or affiliate thereof or such other corporation, persons or entities as may be subsequently approved by the City of Newport Beach as security for payment of an indebtedness not to exceed Thirteen Million Two Hundred Thousand Dollars ($13,200,000.00), which document was re- corded March 17, 1972 in Book 10040, Page 639 of Official Records in the office of the County Recorder of Orange County, State of California (herein called the "Original Consent"). . INTERNATIONAL BAY CLUBS, INCORPORATED, proposes to assign the Terrace Apartments portion of the leasehold estate created by the Main Lease, by an Assignment of Leasehold, Real and Personal Property Interest encompassing the Terrace Apartments portion of the leasehold estate as more particularly des- cribed on the legal description, a copy of which is attached hereto and marked Exhibit "A", in favor of Terrace Ltd., which will concurrently therewith assign said interest to Trustee, thereby increasing the amount of aggregate net financing to Fourteen Million Six Hundred Thousand Dollars ($14,600,000.00). Said sale is to be for an aggregate sales price of Ten Million Dollars ($10,000,000.00), subject to and inclusive of all underlying debt secured by encumbrances of record against said property and inclusive of Seller's right to refinance said debt up to an aggregate total limit of Seven Million Five Hundred Thousand Dollars ($7,500,000.00). FOR GOOD AND VALUABLE CONSIDERATION, which is hereby expressly acknowledged, the CITY OF NEWPORT BEACH, as Lessor, hereby consents to the Assignments of Leasehold, Real and Personal Property Interest from Lessee to TERRACE APARTMENTS 2. • •• .• LIMITED PARTNERSHIP, a Limited Partnership, and from TERRACE APARTMENTS LIMITED PARTNERSHIP to FIRST AMERICAN TRUST COMPANY, as Trustee, and the leaseback from Terrace Apartments Limited Partnership and the Trustee to Lessee and thereby extends its consent as contained in the Original Consent and further amends said Original Consent to provide for an increase in the amount contained in the Original Consent to Fourteen Million Six Hundred Thousand Dollars ($I4,600,000.00) upon the condition that the same is given and accepted subject to the following covenants and conditions, to wit: a. That except as herein otherwise provided, the respective in- terests of International Bay Clubs, Incorporated, Terrace Apartments Limited Partnership, and First American Trust Company under said documents and all rights now or hereafter acquired thereunder, are, and shall be subjectto each and all of the covenants, conditions and restrictions set forth in the Main Lease, and to all rights and interest of the Lessor therein, none of 'which are or shall be waived by this Consent; b. That should there be a conflict between the provisions of the Main Lease and the Contract for Assignment of Leasehold, Real and Personal Property Interest, the Main Lease shall control; c. That if there is any default by Lessee under the Main Lease or if the leasehold estate of the Lessee which -is the subject of any deed of trust shall be foreclosed or, otherwise acquired thereunder, the Main Lease shall, at the option of Terrace Apartments Limited Partnership, or its successors and .assigns, upon written notice to Lessor automatically be deemed to be two separ- ate and distinct leases ("the A Lease") and ("the B Lease") in lieu of and in- stead of the single Main Lease. All of the respective provisions of the A Lease and the B Lease shall be identical: with the provisions of the Main Lease, except that (i) the demised premises covered by the A Lease shall, for all purposes of 3. •• the A Lease (including the percentage rental provisions thereof), be deemed to be only the property described on Exhibit "A" thereto, ("Parcel A") (ii) the demised premises covered by the B Lease shall, for all purposes of the B Lease (including the percentage rental provisions thereof), be deemed to be the re- maining property (exclusive of Parcel A) described in the Main Lease ("Parcel B"), (iii) the paragraphs of the A Lease entitled "Minimum Rental" and "Percentage Rental" shall be deemed to be in the form attached to the Original Consent and marked Exhibit "B", and by this reference incorporated in this Consent for iden- tification, and (iv) the paragraphs of the B Lease entitled "Minimum Rental" and "Percentage Rental" shall be deemed to be in the form attached to the Original Consent and marked Exhibit "C", and by this reference incorporated in this Consent for identification; d. That if there is any default by Lessee under the Main Lease or if the leasehold estate of the Lessee which is described in Exhibit "A" shall be foreclosed or otherwise acquired under any deed of trust, the transferee thereof shall thereupon and thereby assume the performance of and be bound by each and all of the covenants, conditions and obligations provided in the A Lease to be performed by the Lessee thereunder, and the leasehold estate which is described as Parcel B shall thereupon andthereby be deemed to be the Leasehold Estate which is the subject of the B Lease. That if the leasehold estate of the Lessee shall be foreclosed under any deed of trust or otherwise acquired as two parcels, Parcel A and Parcel B, and Terrace Ltd., its successors and assigns or the holder of any deed of trust gives Lessor the notice provided for in subparagraph f. below, (i) the transferee of Parcel A shall thereupon and thereby assume the performance of and shall be bound by each all of the covenants, conditions and obligations provided in the A Lease to be performed and observed by the Lessee thereunder, and (ii) the transferee of Parcel B shall thereupon and thereby assume 4. •• •• the performance of and shall be bound by each and all of the covenants, conditions and obligations provided in the B Lease to be performed by the Lessee thereunder. e. That if the leasehold estate of the Lessee which is the subject of any deed of trust shall be foreclosed under such deed of trust or otherwise acquired as one parcel, the transferee thereof shall thereupon and thereby assume the performance of and shall be bound by each and allof the covenants, conditions and obligations provided in the Main Lease to be performed and observed by the Lessee thereunder; f. That the Lessor agrees that it will not terminate the Main Lease because of any default or breach thereunder on the part of the Lessee, Terrace Apartments Limited Partnership, the Trustee, or their successors and assigns, unless after thirty (30) days from the service of written notice from the Lessor of its intention to terminate the Main Lease for such default or breach, either Terrace Ltd., the Trustee or their respective successors and assigns shall either (i) fail to cure such default or breach, if the same can be cured by the payment of money, or (ii) if otherwise, shall fail to undertake in writing with and for the benefit of the Lessor, to keep and perform all of the covenants and conditions of the B Lease provided therein to be kept and performed by the Lessee and all of the conditions of this subparagraph f. upon such failure, then and thereupon the Lessor shall be released from the covenant of forebearance herein contained. Any notice provided for in this subparagraph f. shall be delivered or directed to. Terrace Ltd. and Trustee or their successors or assigns at the addresses as last shown on the records of the Lessor; g. That the Lessor assumes no liability or responsibility for the order of priority of the Contract for Assignment of Leasehold, Real and Personal Property Interest (and Security Land Holding Trust Agreement) or Lease or the relation of either of them to any deed of trust affecting said leasehold estate; 5. •• ai• h. Concurrently with the execution of this Consent the Lessee shall furnish to the Lessor a complete copy of the Contract for Assignment of Lease- hold, Real and Personal Property Interest (and Security Land Holding Trust Agree- ment) and Lease. This Consent is conditioned upon (i) the approval of the City of Newport Beachand the City Auditor as to form and content that it does not ad- versely affect the priority of the. City of Newport Beach under the Main Lease and (ii) the execution of the Lessee and Terrace Apartments Limited Partnership of the Leaseback Agreement. By execution of this Consent, and by the execution of the several Acceptances and Agreements, the Lessor, the Lessee, Terrace Ltd., and the Trustee hereby acknowledge that (i) the term "subrentals" appearing in the first sentence of the paragraph of the Main Lease entitled "Percentage Rental" does not include rental payments received by the Lessee under any lease of an apartment located on the demised premises if such lease requires the lessee thereunder to use said apartment primarily for residential purposes or if the lessee does in fact use said apartment primarily for residential purposes, and (ii) such rental payments shall be deemed to be included in "gross operating revenues" as that term is used in the Main Lease. Except as specifically set forth herein, all prior consents of Lessor, includ- ing the Original Consent concerning the Main Lease, shall be deemed unmodified and unaffected by this Consent. DATED: 6'("' , 1976. CITY-9f'HEWPORT BE APPD AS TO FORM AND CONTENT. AC/ BY Ci y Attorney City Auditor uzie. fty Clerk ,Y 6. STATE OF CALIFORNIA ) ) SS. COUNTY OF ORANGE ) On this 19thlay of November , 1976, before me, the under- signed, a Notary Public in and for said State personally appeared Milan Dostal and Shirley W. Keller known to me to be the Mayor and Deputy City Clerk, respectively, of the CITY OF NEWPORT BEACH, the municipal corporation that executed the within instrument, known to me to be the persons who executed the within instrument on behalf of said municipal corporation, and acknowledged to me that such municipal corpor- ation executed the same pursuant to a resolution of its City Council. WITNESS my hand and official seal. DC R Notary Public !mina rroT 1011 ACCEPTANCE AND AGREEMENT The undersigned, INTERNATIONAL BAY CLUBS, INC., a California corporation, successor in interest to Balboa Bay Club, Inc., a corporation, formerly Wrather Investment, Inc., a corporation, as the Lessee and Assignor named in the foregoing Consent, and as the Assignor under the Contract for Assignment of Leasehold, Real and Personal Property Interest, on its own behalf, and with and for the benefit of the Lessor named in said Consent does hereby approve, accept and agree to be bound by each and all of the conditions, covenants and acknowledgements set forth in the Consent. Dated at Newport Beach, California, this / Gday of November, 1976. INTERNATIONAL BAY CLUBS, INC. By ai ` an and Chief Executive Officer By�.62 e/ �O Assistanje cretary STATE OF CALIFORNIA ) ) SS. COUNTY OF ORANGE ) On this i'/o day of November, 1976, before me, the undersigned, a Notary Public in and for said State personally appeared W. D. RAY known to me to be the Chairman and Chief Executive Officer and BETTY BARNETT known to me to be the Assistant Secretary of the corporation that executed t he within instrument and known to me to be the persons who executed the w ithin instrument on behalf of the corporation therd. n named, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolut_on of its board of directors. WITNESS my hand and official seal. rnrinl l rrnlrrrlllllliiiilllllliln n IlnpnnrVplllllrlllrrlll Unrrllm OFFICIAL SEAL. PHYLLIS. L. WONN NO AA'? PUP_,C CALIF IANIA COUNOpUrIcE IN = OflAN3 TY 0/1vrn,ll3l1I1�r1I�l unnmuur„aso11.11I ;1979 8. s. ACCEPTANCE AND AGREEMENT The undersigned, TERRACE APARTMENTS LIMITED PARTNERSHIP, a Missouri Limited Partnership, as named in the foregoing Consent, and in the Contract for Assignment of Leasehold Real and Personal Property Interest (and Security Land Holding Trust Agreement) therein mentioned, on its own behalf does hereby approve, accept and agree to be bound by each and all of the conditions, coven- ants and acknowledgements set forth in said Consent. Dated at Newport Beach, California, this S day of November, 1976. STATE OF'=Nt) SS. COUNTY OFI `) TERRACE APARTMENTS LIMITED PARTNERSHIP BY: OPPENHEIMER INDUSTRIES, INC., A DELAWARE CORPORATION, ITS GENER: r%'RTNER Sr L I iL BY BY On this day of November, 1976, before me,, to underss gnefi, Notary Public in and for said S ate, person ly appeared known to me to be the Ai,r - and � � known to me to be the > 00,a.,f the corporation t execute eJ aY within instrument and own to me to be the persons who executed the within instru- ment on behalf of said corporation. Said corporation being known to me to be one of the partners of terrace Apartments Limited Partnership, the partnership that executed the within instrument, and acknowledge to me that such corporation executed the same, as such partner and that such partnership executed the same. WITNESS my hand and official seal. MY Cron Expires Sept 2, 197O 9. JOi LyzeAt ESTHER L SMITH, Notary Public Commissioned in and for Clay Coo*, Mo. and adjoining counties. .. ACCEPTANCE AND AGREEMENT The undersigned, FIRST AMERICAN TRUST COMPANY, a California corporation, as named in the foregoing Consent, and in the Contract for Assignment of Lease- hold Real and Personal Property Interest (and Security Land Holding Trust Agree- ment), therein mentioned, on its own behalf does hereby approve, accept and agree to be bound by each and all of the conditions, covenants and acknowledgements set forth in said Consent. Dated at Newport Beach, California, this ' day of November, 1976. STATE OF CALIFORNIA ) ) SS. COUNTY OF ORANGE FIRST AMERICAN TRUST COMPANY . w BY BY On this day of November, 1976, before me, the undersigned, a Notary Public in and for said State, personally appeared known to me to be the and known to me to be the of the corporation that executed the within instrument and known to me to be the persons who executed the within instrument on behalf of said corporation, and acknowledged to me that such cor- poration executed the within instrument pursuant to its by-laws or a resolution of its board of directors. WITNESS my hand and official seal. 10. A leasehold estate created by a lease covering this and other Land,. dated March 24, 1948 executed by City of Newport Beach, a municipal corporation, as lessor and by the Newport Bay Company, a corporation, .as lessee, for the term of 50 years, from September 1, 1948 and.. continuing to and including August 31, 1998, upon .the terms,conditions and covenants as therein provided, recorded January 14, 1954 in book. 2651 page 126, Official Records, and as amended by an instrument dated April 10, 1950, executed by said lessor and said lessee,.recorded January 14, 1954 in book 2651 page 146, Official Records, and further amended by an instrument dated September 29,.1952 executed by said lessor and said lessee, recorded January 14, 1954 in book 2651 page 152, Official Records, and by 'an instrument dated March 28, 1960 executed by said lessor and lessee, recorded April 6, 1960 in. book 5179 page 430, Official Records, upon the terms, conditions and covenantsas therein provided. The interest of the lessee under said lease was assigned to Wrather Investrent Inc., a corporation, by assignment recorded April 6, 1960 in book.. 5179 page 561, Official Records, Wrather Investment Inc., a corporation, changed its name to Balboa Bay Club on April 18,.1960. The interest in the leasewas assigned by various assignments to INTERNATIONAL BAY CLUBS, INCORPORATED, a corporationer, successor in interest to Balboa Bay Club, Inc., a corporation,. formerly. Wrather Investment, Inc., successor in interest to the Newport Bay. Company, a corporation. 'Exhibit "A". Page One ,Parcel 1: 4110 That certain parcel of land situated in the city of Newport Beach, county of Orange, state of California, more particularlydescribed as follows: - Beginning at a point on the U. S. Bulkhead line extending from U. S. Bulkhead Station No. 129 to U. S. Bulkhead Station No. 130, as said. Bulkhead line and Bulkhead Stations are laid out and shown on a reap of Newport Bay, California, showing Harbor lines approved by the War Department, January 18,.1917, which said point is distant South 61° 01' 07" East, measured along said Bulkhead line 700.00 feet fromthe intersection of said Bulkhead line with the southwesterly prolongation of the centerline of Irvine Avenue, as shown on a map of First •. Addition to Newport Heights, recorded in book 4 page 94 of Miscellaneous flaps, in the office of the county recorder of said county, said point of intersection being:the most southerly corner of Lot H of Tract No. 919,. as per map recorded in book 29 pages 31 to 34 inclusive of Miscellaneous Gaps, in the office of the county recorder of said county, thence North 28° 58' 53" East 154.19 feet to'a point in the southwesterly line of the 100 foot right of way of;the California•' .State Highway ORA-60-B, said point being radial to Engineer's Station 6+56.15 in the centerline of said highway, said radial bears North .-19°.37''57" East from said point, said southwesterly line being acurve, .concave. northeasterly and having a radius of 2050.00 feet; thence southeasterly along said southwesterly line through a central angle of 3° 59' 27" 142.79'feet to a tangent line; thence South 74' 21'. 30", East along said tangent line and said southwesterly line, 662.08 feet; thence South 28° 58' 53" West 195.71 feet; thence South 27° 00' 00" East 16.66 feet; thence South 28° 58' 53" West 480.O0.feet to a.line'.' parallel with and southwesterly 350.00 feet from said Bulkhead line; thence North 61° 01' 07" West along said parallel line a distance of 798.00 feet to a point which bears South 28° 58! 53"r.West 350.00;' feet from .the point.of beginning; thence North. 28° 58' 53" East . 350.00 feet to the point of beginning. EXCEPT that portion described as follows: - Beginning at a point on the southerly line of tne.100 foot right of • way of the California State Highway ORA-60-B in the county of Orange, California, said point of beginning being at right angles to Engineer's Station 7+95.46 in the centerline of said highway; thence South 15° 38' 30" West.44.00 feet; thence North 74° 21' 30" West 34.00 feet; thence North 15° 38' 30" East to an intersection with the said southerly. line of the State Highway; thence southeasterly along said. southerly line to the point of beginning. ALSO EXCEPT that portion thereof lying•southwesterly of the existing. concrete Bulkhead or:below the mean high tide line of the Pacific Ocean in Newport Bay as to thoseportions, where no improved bulkhead exists. Parcel 2: A non-exclusive easetent for ingress and egress over that certain • Exhibit "A" • • Page Two ' c -C.-o-i. 1ai a situated in the city ot Newport Ee c?;, county ot d =anae,.state of Ca1L€ ia,,included within a strip of land 25.-00' ,.feat in width, the easterly line of wh.ichedescribed as follows: - • Beginning at a point on the U. S. Bulkhead. line extending from -U. S. Bulkhead Station No..129 to U. S. Bulkhead Station: ,No. 130, as said Bulkhead line and Bul head.Stations are laid out and shown on a snap. of Newport Bay, California, showing harbor lines approved by the -War Department January 18, 1917, which said point is distant South. 61° 01' 07" East, measured along said Bulkhead line, 700.00 feet from tha.intersection of said Bulkhead line with the southwesterly pro- longation of the centerline of Irvine Avenue, as shown on.a map of First Addition to Newport Heights, recorded in book 4 page 94 of Miscellaneous Maps, in the office of the county recorder of said' county, said point of intersection being the most southerly corner ' of Lot I3 of Tract No. 919, as per map recorded in book 29 pages:- 31 to 34 inclusive of Miscellaneous Maps, in the office.of the county recorder of said county, thence North 28° 58' 53" East 154.19 feet to a point in the southwesterly line of the 100 foot right.of • way of the California State Highway ORA-60-B said point being radial: • to Engineer's Station 6+56.15 in the centerline of said highway..: said radial bears North 19° 371.57" East from said point,. said south- westerly -line being a curve, concave northeasterly•and having•a radius., of 2050.00 feet; thence southeasterly along said southwesterly line: • . through.a central angle of 3° 59' 27" 142.79 feet to a .tangent line; .thence -South 74° 21' 30" East along said tangent line and said south-westerly line 662.08 feet'to the true point of beginn•..ing; thence 'South 74° 21' 30" East 130.08 feet to the beginning of a curve on said. . southwesterly line concave northeasterly having a radius of 2550.00 feet .thence southeasterly 715.56 feet along said curve through a.central angle•of.16° 04' 40" to the northeasterly.prolongati_on of the J. • northwesterly line of Tract No. 1140, as per map recorded in book 36 page 28 of Miscellaneous Maps, in the office of the county recorder.: • of said county. The southwesterly line of said 25..00 foot strip.is•to be.shortened .' so as to terminate in said northwesterly prolonation and.. lengthened .• so•as to terminate on a line which bears•South 28°..58'. 53" West from the true.point of beginning.• • Parcel 3: A non-exclusive easement for auto parking purposes over the southwest erly 20.00 feet of the northeasterly 45.00 feet of that certain parcel.. of land situated in the city of Newport Beach, county of:Orange, •..: ' state of 'California, as•more particularly described as follows: • Beginning at a point on the U. S. Bulkhead line extending'from U; S. : Bulkhead Station No..129 to U. S. Bulkhead Station No. 130, as said . Bulkhead line and Bulkhead Stations are laid out and shown on.a map:.. of iiewport Bay, California, showing Harbor lines approved -by the War Department January 18, 1917, which said point is distant South . ' 61° 01' 07" East, measured along said Bulkhead line, 700.00 feet from the •intersection of said Bulkhead line' with the southwesterly prolongation of the centerline of Irvine .Avenue, as shown on a map of First Addition to Newport Heights, recorded in book 4.page 94 • of Miscellaneous i•iaps, in the office of the county recorder of -said county, said point of intersection being the most southerly corner •of Let-H. of Tract No. 919, as shown on a map recorded in book 29.pages: 31• to 34 inclusive of t-iiscellaneous.Naps, in the office of the county recorder of said county, thence North 28° 58' 53" East 154,.19 feet~::. • Exhibit "A" Page Three • yo z point in thezwesterly'tline of the foot right of way of. the California State ighway ORA-60-B said po being adial to Engineer's Station 6+56.15 in the centerline of said highway, said' radial bears North 19° 37' 57" East from said point, said southwesterly line being a curve, concave northeasterly and having a radius of 2050.00 feet; thence southeasterly along said southwesterly line through a central angle of 3° 59' 27", 142.79 feet to a tangent line, thence South 74° 21' 30" East along said tangent line and said. . southwesterly line 662.08 feet to the true point of beginning; thence South 28° 58' 53" West 195.71 feet; thence South 27° 00' 00" East 16.66 feet; thence South 28° 58' 53" West 480.00.feet to a line' parallel with and southwesterly 350.00 feet from said Bulkhead line; thence South'61" 01' 07" East 235.68 feet along said parallel line;. thence North 29° 30' 13" East 697.99 feet; thence North 11° 45':40" East 49.32 feet to said southwesterly line of the State Highway, said southwesterly line being a curve concave northeasterly having a radius: of 2550.00 feet; thence northwesterly 118.56 feet along said curve through a central angle of 2° 39' 50" to the northwesterly terminus therof; thence North 74° 21' 30" West 130.08 feet to the true point of beginning. Exhibit "A" Page Four r % Ov 9 FME 430 WWC:mec 3/28./60 2 60007 AMENDMENT TO. LEASE THIS AGREEMENT, made and entered, into this 28th day of March, 1960, by and between the CITY OF NEWPORT"BEACH, a•municipal corporation, hereinafter 'designated "City", and, THE, NEWPOR, BAY COMPANY, a•California corporation, hereinafter designated "Company" WITNESSETH; WHEREAS, the City and'the Company entered into an unim- proved property lease under date of March 24, 1948, in which City leased. to Company certain harbor frontage', tidelands and uplands abutting thereon 1ocatedwithn the City of Newport Beach in the County, of.Orange, State' of California, which said lease was re- corded on January 14, 1954, in Book 2651, page 126, of Official Records in the CountyRecorder"s office of Orange County, Califor- nia,, and which was amended 'by an instrument dated April,10, 1950, and recorded on.JJanuar y 14 1 ,. Book. ,, 954 in2651? page 146 of said Official Records, and further,„ amended by an instrument dated Sep- tember 29, 1952, recorded on January 14, 1954, in Book 2651, page o'f.aaid Official Records, and WHEREAS, the.Cbmpany and Wrather Investment, Inc., ' California corporation, -a. proposed assignee•,. hauerequested-that the City approve,,, an assignment of the lease- to said Wrather; and WHEREAS ; the City Council has considered the request and' has determined that it would bein the interest of. the City to approve the assignment' conditionthe mi be, in- g that nmum rgntal' creased to the sum, Of Forty-five Thousand Dollars ($45,000) per year,, which has. the. approval of the• Company an the proposed as- -signee,.Wra,ther Investment,, Inc.; NOW, THEREFORE,' in consideration of the approval of the assignment, the parties agree that the paragraph in the lease, designated "Minimum Rental" be amended to read; "The Company shall pay to. the City as a minimum rental for the use and occupancy of the demised premises the sum of Forty-five Thousand Dollars ($45,000) a year Clerk thereunto duly authorized by resolution of the City'Council and the Company has caused its corporate name to be signed and its seal to be-:affix4.Htbiitp. President and Secretary thereunto duly : 'aUthprized,:tall—aW"of2the day and year first above Written. ecretary The foregoing Amendment is approved and, the .terms thereof yt' . STATE °E.CAUFOHNIA9H.r.:--1i. ss f:...i '';-...t. ' OF ORANGE-,.*?' i „..,.,, . . ... ,..,,, ... . - 1'1 ' 60 b fomeundersigned, -.-.0n".: ' rr( 1;-'19 re , , e Notary Public in % n -, or said,.-Countycand_Stite,. personally.ap - .. . : peared JANES B. 'STODDARD and MARGERY SCHROUDER, known to me to be the Mayor and the City Clerk, respectively, of the CITY OF NEWPORT BEACH, the municipal corporation that executed the within instru- ment, and acknowledged to me that said municipal corporatiOn-o.d. . 4 executed the same pursuant to a resolution of its City Council. • ' '-:-, :-. • NotarN Public in an or 0 FORM said tounty and State 9/ C117TY ANN/ PURPURA My Comrnizion Erpires January 28, 1964 STATE OF CALIFORNIA ) CUUNTY.OF'PRANGE On d Notary Public in peared _ known to me to t't esi•ent and Secretary, respec ively, o :,THE.NEWPORT'BAY-COMP- , the,corporation that executed the within instrument, known'to'me'to''be-the. persons who executed the within instrument on"b'ehalf; of said, corporation,: and. acknowledged to me that such corporation executed the same. ITNESS my:'hand, and official,, seal; 1960, before me, the undersigned, County an State a ona ly apm and • 6e'-v AUFU2A 1.".y Coinmiuion ExpirtII1ei,JaRnuary1,A. '964 R EC O R.D E DAT" R E@ U Eef'®F: „TITLE INS. A TRUSt eo. IN OFFICIALRgeORbS,OP' .ORANGE COUNtVI tttALlFF.' 1AN Atilt 6 1960 RUBY bMeFARLAND, County Records:* „A"RESOLUTION.. OF: THE CITY>COUNCIL.OF•THE CITY OF NEWPORT. BEACH .APPROVING. AN AMENDMENT OF' THE LEASE ,WITH THEE NEWPORT BAY ,COMPANY, WHEREAS, the City and The Newport Bay, Company, a.Califor • nia'corporation, entered into an unimproved property lease on March 241945, ”. which;i;lease' has since been amended on April 10, 1950, and on September 29,; 1952; • and.. WHERE AS,•The:, Newport Bay Company and Wrather Investment, Inc., the proposed assignee of the lessee's' interest under the lease, have requested, the City, to approve,' an assignment by The• Newport Bay Company to Wrather Investment,'Inc ; and WHEREAS, the. City' Council has indicated a willingness to approve, the assignment:-• on condition that the'. minimum rental, '. be inc reasedto $45,000�.per year and continue to bepayable quarter .` in'•.�advance, r and WHEREAS,• an amendment to the lease has been prepared .which, if approved, wouid increase the minimumrental to $45,000 per -year beginning April ,1., 1960, and continuing for each calendar ear there a fter° during,the term; and WHEREAS,. the, amendment has 'been' reviewed and found to, '.. air and equitable and it; is in the interest. of the City; to 1 STATE OF CALIFORNIA COUNTY OF ORANGE ) ' CITY OF NEWPORT. %BEACH) MARGERY SCHROUDER City' Clerk'of,the City of Newport• Beach, California;. do hereby' certify that. according to the,: records of"the; City •of Newpora; d maintained,in my office, • Beach- `fried an e•.foregoing Resolution -' '• No. 5202 • was duly and and approved by the. City ,Council of California, at a regular meeting of', said,City Council held at the regular" meeting place thereof, on regu1ar1y adopted, passed, e'„City of Newport Beach, 28th day of -March -' " 19 60 `by the following sated"this lit' • , ,1960. Kingsley.• Atkinson. Higbie. Stodda d,. Hart, Lorenz. Somers None None day .of Anvil City Clerk a d E-Officio.0 erk.of' the City Council, Ci y of: Newport Beaeh, State of California. -•� roi(2654 'RGE152 ✓ _ 9 - 3406 1 AMENDMENT TO LEASE 2 3 THIS AGREEMENT, made and entered into this 29th day 4 of September, 1952, by and between the City'of Newport Beach, a 5 municipal corporation, hereinafter designated "City", and the 6 Newport Bay Company, a California corporation, hereinafter desig- 7 nated "Company", 8 9 I WITNESSETH: 10 11 12 13 14 15 16 17 18 19 20 WHEREAS, said controversy between the City and the 21 County of Orange is in the process of settlement, wherein and 22 1 whereby the County of Orange will take title to a certain portion 23 24 25 26 27 28 i WHEREAS, the parties hereto desire to make smile other THAT WHEREAS, the City and the Company did enter into an unimproved property lease, under date of March 24, 1948, wherein and whereby the City leased to the Company certain real property lying in the City of Newport Beach, County of Orange, State of California, more particularly described in said unim- proved property lease of March 24, 1948; and WHEREAS, a controversy has arisen between the City and the County of Orange as to the title to the said demised premises and 29Qbanges in and amendments to said unimproved property lease of 'March 24, 1948: NOW, THEREFORE, in consideration of their mutual pro- of the demised premises, and the City will take title to the balance of the demised premises; and WHEREAS, it is the desire of the parties hereto to settle and adjust their various rights and obligations arising out of the said proposed diminutionof the demised premises; and '32=misas.as hereinafter set forth, and further in consideration of -1- y' 1102S51. all the consideration recited in said original unimproved pro- 2 .:perty lease of March 24, 1948, the partieshereto do; agree as 3 follows: 4 (i) It is hereby agreed that said unimproved property 5 lease of March 24, 1948 shall be amended so as:to cover the real 6 property lying in the City of.Newport Beach, County of Orange, 7 as more particularly described and set out on "Exhibit A" at- 8 tached hereto and made a part hereof as though set out in full 9 herein, in lieu of the:proaerty described as Parcel l and Parcel 10' 2 in said unimproved property lease of March 24, 1948. 11 (2) It is hereby agreed that the paragraph denoted 12 13 14 15 16 17 18 19 20 21 to August 31, 1958;.the .sum of $31,600.00 per year, for the per- 22 23 24 25 26 27 denoted "Percentage Rental" in the unimprovedproperty lease of 28 March 24, 1948 between the parties hereto, shall be, and they 29 are hereby, amended, pro tanto, to provide that the said per- 30 31 32 "Minimum Rental" in the unimproved property •lease of March 24; 1948 between the parties hereto, shall;be, and it is hereby, amended to :provide. that the minimum rental for the use and oc cupancy of the demised premises, to be paid by the Company to. the City, shall be the sum of $22,574.00 per year for the period from the acquisition by the County Of Orange of the portion of the .originally demised premises going to the County of Orange under the presently proposed settlement to August 31, 1953;:the sum of.$27,083.00 per year, for the period from September 1, 1953 iod from September 1, 1958 to August 31, 1962; and the sum of $29,944.00 per year, for the period from September 1, 1962 to August 31, 1998. The said minimum rental shall be paid on a quarterly basis in advance. (3) It is further hereby agreed that the paragraph Centage rental shallnot apply to gross operating revenues of the Company derived from the portion of the originally demised .premises going to the County of Orange under the presently -2- arioK285i 1 2 3 4 5 6 7 8 9 10 11. 12 13 14 15 16 z 3 2,6 J '17 61 m S Q f gar. as 18 LI ag S0 19 A a inoZ 20 w 21 22 23 24 25 26 27 28 29. 36 31,: 32 Fa1154 proposed settlement. (4) It is further agreed between the parties hereto that in order to provide for a fair and equitable adjustment of the:value of the floats heretofore erected by the Company adja-. cent to the portion of the originally demised premises going to the County of Orange under the presently proposed settlement, th the parties shall agree on the value of the said floats as of the date of this agreement; that the useful life of said floats shall be deemed to be five years from the date nt this agreement; that when, as and if the County of,Orange requires the Company 'CO cease using any or all of said floats, the then depreciated value of the floats the use`of which is denied to the Company,.shall b -paid by the City to the Company by means of a credit: against the rental to be paid by the Company to the City in the proportion of one -fifth of said depreciated value per year until said de- preciated value is credited to the Company in full. It is fur- ther understood and agreed that said depreciated value shall either be reduced by the salvage value of said floats at the time the use of said.floata is denied the Company, or, at the option of the,City, the said floats maybe ta_lcen.and sold by the City for whatever they may bring, in which latter event the said de- preciated value shall not be reduced by the salvage value of Said floats. The Company agrees to maintain said floats in good con- dition.for a period of five years from the date of this agreement. (5) It is further agreed between the parties hereto that, commencing with the date of the acquisition by,the County of Orange of the property going to it under the presently pro-. posed settlement, the payment and accrual of rental shall be on a•calendar-year basis rather than on the lease -year basis as heretofore provided in said unimproved property lease of March 24, 1948. For the period from said acquisition by the County -,until December 31, 1952, payment and accrual of rental shall be 2 3 4 5 6 7 8 9 10 11 12: 13 14 15- 16' 17 18 19 20 21 22 23 24 25 26 27 28 29• 30 31- ' 32 46 • B02661 PAtid.55 prorated, as necessary. For the period from January 1, 1998 to August 31, 1998, saidpayment and accrual of rental 'shall also be prorated. (6) The.Company- hereby releases:the-City from any -and all claims or demands for damages or liability of any -kind or nature whatsoever arising out of, growing out -of, or on account of the diminution of the originally demised premises by virtue of the presently proposed settlement of the -controversy between the City and the County of Orange -over the title to the origin-. ally demised premises. (7) It is.distinctly'understoodand agreed between the parties hereto that none of -the provisions of this Amendment to Lease shall be in -any -way -effective unless and until the pre-'- sently proposed settlement of the controversy between the City and the County of Orange -is made and -carried into effect. The parties hereto understand that.by "presently proposed settlement" is meant a settlement wherein the City will take title to the real -property described on "Exhibit A" attached hereto. IN -WITNESS --WHEREOF, the City of Newport Beach has this daycausedits corporate name to be/signed and its corporate seal"to be affixed by itslgayor and City Clerk thereunto duly authorized and directed by Resolution of its City Council duly and regularly --passed and adopted at a regular adjourned meeting - of said City Council, held on the 29th day of September, 1952, and the. Company has caused its corporate name to be signed and its.corporate seal to be affixed by its President and Secretary, thereunto duly authorized by Resolution of its Board of Director as of the day and year first above NOPOR T Bd Co?POY d a./4resi ent er ecret y written. CITY OF NEWPQRT,$EACH aYPr City. Clerk By By 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 • That certain real property lying in the City of New- port Beach, County of Orange, State of California, more particu-. larly described as follows: Beginning at a point in the U.S. Bulkhead, line extend - ling from U.B. Bulkhead Station No.,129 to U.S. Bulkhead Station No.. 130,.aa said Bulkhead line and Bulkhead Stations are laid out and shown on a Map of.NewportBay, California, showing Harbo lines approved by the War Department January 18, 1917, which said point is distant South 610 00' 00" East, measured along said Bulkhead line, 700.00 feet from the intersection of said Bulkhead line with the Southwesterly prolongation of the center line of Irvine Avetue, as shown on a.Map of First Addition to:. Newport Heights, recorded in Book 4, page 94, Miscellaneous Maps, records of Orange County,. California, said point of intersection being the most Southerly corner of Lot "H" of Tract No. 919, as shown on a Map thereof recorded in Book 29,Pages ..31 to 34 in- clusive, Miscellaneous Maps, Records of said County, and running thence from said point of beginning, North 29° 00' 00" East, 155.r0 feet, more or leas, to the Southerly line of .the eighty (80) foot right-of-way of the,California State Highway, as shown on Sheet No. 2, Section B, Route Go, County or Orange, Division VII, of Plans approved by the California Highway Commission on November 19, 1923 and on filein the office of said California Highway Commission; Thence,` Easterly along said Southerly line of the eighty (80) foot right-of-way of the _California State Highway, to an intersection with the Northeasterly prolongation of the Ncethwesterly line of Tract No. 1140, as shown on a Map thereof recorded in Book 36, Page 28, Miscellaneous Maps, Records of id'Orange County., which point of intersection bears South1' S ':30" West, 40 feet from Engineers Station 23+12.35 of the .center line of said highway, said point of intersection being EXHIBIT A 1 1 2 3 4 5 6 7 8 9 10. 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 3Q 31" 32' • • 8^ON2651: PAGED Station No. 131 as described in Decree in Case No. 20436 of the Superior Court of the State,of California in and for the County of Orange; Thence, South 290 00' 00"'West; along the last.mentio Northeasterly prolongation; the said Northwesterly line and the Southwesterlyprolongation thereof, 632.07 feet to a point in the said U.S. Bulkhead line between Station. No. 129 and Station No. 130,'said point being Station No. 130 as described in said Decree in Case'No. 20436;. Thence.,. continuing South 29° 00' 00" West, 350.00 feet to a line parallel with and distant 350.00 feet Southwesterly, measured at right angles from the above mentioned U.S. Bulkhead line between Station No. 129 and Station No. 130; Thence, North 61° 00' 00" West, along said parallel line, 1574.84 feet,. more or less, to a point which bears South 29° 00' 00" West, 350.00 feet from the point of beginning of the description for this parcel;. Thence; North 29° 00' 00" East, 350.00 feet to the said point of beginning. EXCEPTING THEREFROM,:that certain parcel of land lying in the City of Newport Beach, County of Orange, State of Calif- ornia, described as follows: x Beginning at a point in the Southerly line of the 100 foot right of way of the California State Highway 0RA-6oB in Orange County California, said point of beginning being at right angles to Engineers Station 7-F 95.46 in the center line of said highway; thence South 15.E 3S' 30" West 44 feet; thence North 740 21' 30" West 34 feet; thence North 15° 38' 30" East to an inter- section with the said Southerly line of the State Highway; thence :'outheasterly along said southerly line to the point of beginnin SUBJECT TO easements and rights of way of record. EXHIBIT A • 6 800K2651 1 2 3 4 5 7 8 9 10 11 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 AGE155 STATE OF CALIFORN IA ) ( ss COUNTY OF ORANGE ) On this 13th day of January, 1954, before me, a Notary Public in and for said County and State, personally appeared K. T. KENDALL, known to me to be the President of the Newport Bay Company, the corporation that executed the withininstrument and known to me to be the person who executed the within instru- ment on behalf of the corporation therein named, and acknowledged to me that such corporation executed the same. WITNESS my hand and seal. Notary Public in and for said • County and State (SEAL) e,ox265 2 3 4 5 6 7 9 10 11 12 13 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 6 PA&i46 AME/NENT' TO LEASE THIS AGREEMENT, made and exeouted in triplicate this v loth day of April, 1950, by and between the CITY OF NEWPORT BEAC a municipal corporation, party of the first part and hereinafter for the sake of convenience designated as the "City", and THE NEWPORT'BAY COMPANY, a California Corporation, party of the second part and hereinafter for the sake of oonvenienoe desig- nated as the "Company", WITNESSETH: vyl` % WHEREAS, the parties hereto heretofore and under date of May 24, 1948, mde and executed a lease covering certain harbor frontage, tidelands and uplands abutting thereon, located within the corporate limits of the City of Newport Beach, in the County of Orange, State of California, and which are described in said lease; and WHEREAS, the Company has requested the City to amend the provisions of said Lease as set out in the paragraph desig- nated "Percentage Rental"; and, WHEREAS, said Lease also provided that the company shall pay to the City an agreed upon percentage of sub -rentals received by the Company and it is the present desire and purpose of the parties hereto to set out their agreement as to such per- centage of sub -rentals. NOW, THEREFORE, it is mutually understood and agreed by and between the parties hereto as follows: FIRST: That the Paragraph entitled "Percentage Rental" in said Lease contained shall be amended and modified to read as follows: "The Company shall pay to the City in addition to the 1. e -1- Y 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 / 25 26 27 28 29 30 31 32 Ba N265J ;ab minimum rental in the foregoing paragraph mentioned for the use and occupancy of the demised premises a sum equivalent to five percent (5%) of the gross operating revenues of the Company, not in excess of seven hundred fifty thousand dollars ($750,000.00) plus a sum equivalent to four percent (4%) of the gross operat- ing revenues of the Company in excess of seven hundred fifty thousand dollars ($750,000.00) and not in.exoesa of onemillion dollars ($1,000,000.00), plus a sum equivalent to three percent (3%) of the gross operating revenues of the Company in excess of one million dollars ($i,000,000.00) received by the Company from any and all business activities conducted by it at, in or about the demised premises during each year of the termhereof, plus a 'sum equivalent to such percentage as may be mutually agreed upon between the parties of all sub -rentals received by the Company from any and all sub -tenants using or oocupying any part or portion of the demised premises during said year, less from the total of all percentage rentals a sum equivalent to the minimum rental payable by the Company for said year under the terms and provisions of the foregoing paragraph. The percentage rental payable by the Company to the City in exoess of the mini- mum rental accruing for each year of the term hereof shall be paid by the Company to the City on or before sixty (60) dayw following the expiration of each year of the term hereof and each payment of percentage rental shall be aeompanied by a full, true and correct statement prepared by the Company indicating in detail all gross operating revenues and.sub-rentals received by it in connection with the operation of the demised premises during the year of the term hereof for which such paymentis made. Notwithstanding any provisions of this paragraph to the: contrary, it is agreed that the Company shall pay to the City two percent (2%) of the gross operating revenues of the Company derived from the sale of off -sale liquor." a s • • m m2651 1 2 3 4 5 6 7 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 Pa6E148 SECOND: It is hereby agreed between the parties hereto that the Company shall pay to the City a sum equal to two and one-half percent (2j%) of the first thousand dollars of gross pales per month by the company's sub -tenant, Piper -Johnson, two percent (2%) of the next one -thousand dollars of such gross sales per month and one and one-half percent (le%) percent of the balance of such gross sales per month. It is furtheragreed between the parties hereto that the company shall pay to the City the sum of Three Hundred Thirty-seven and 50/100 Dollars ($337.50) per year as and for the agreed portion of the fixed rent paid to the Company by its tenant, Service Afloat. IN WITNESS WHEREOF, the City of Newport Beach has this day caused its corporate name to be signed and its corpor- ate seal to be affixed by its Mayor and City Clerk thereunto duly authorized by resolution of its City Council,- and the Company has caused its corporate name to be signed and its corporate seal to be affixed by its President and Secretary thereunto duly authorized, all as of the day and year first above Written. CITY O/F T By // By 3 City Clerk "CITYD i ' d • `bY- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 19 .. 21 22 23 24 25 26 27 28 29 30 31 32 STATE OF C ALIFORNIA ) COUNTY OF Lattadginn ORANGE ( es On this 13 day of ROOR2651 PAGE149 January , 19%, before me, the undersigned, a Notary Public in and for said County and State, personally appeared KENNETH T. KENDALL, known to me to be the President, .i:rw i4'4 a :3':4::i::i:w.E j.Cr:o'p: • ..: ' .i .. timilireermitsmytof THE NEWPORT BAY COMPANY, the Corporation that executed the within instrument, known to me to be the person;, who executed the within instrument on behalf of the corporation herein named, and acknowledged to me that such corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. oo ary Public in and for the County of INK &Lame;, State of California. et so L1/4. mampRomp FOOFORTY MAIN wa MONTERO OF WM made in triplieate thi� giObday of --,216064AJL 1 1948, by and between the 0;17 OP NNWPOOT MCI, a mneleipal corporation, party ef the first part and hereinafter for the sake of sonVenienee designated as the "City," and TEE PLIFORT ail COMINT, a Califernia corporation, party of the second part and hereinafter for the sake of:convenience designated as the "CeoPeA7Y mass•NOT N: THAT WINKEL*, the City it the owner of certain harbor frontage, tideland, and upland* abutting thereon, located within the corporate limits of the City of Newport Beach, in the County of Orange, Mt* Of California, and hereinafter more particularly described; and maw, in the judgmentOf the City Council of the City• it is for the best interests and welfare of the City and the residents thereof to lease the aforementioned real property hereinafter more particularly dear/bed to the Company for the purposes hereinafter set forth and under the terms and ProVisions berein contained; and WHEREAS, in the jo44Pment of the City Council of the City the use of the aforementioned harbor frontage, tidelands and uplands abutting thereon, hereinafter more particularly described, for industrial uses or purposes would be inimical to the best interests of the City; and MISMA3, in the . judgmsat of the. CityCpuneil of the City the use of the aforementioned harbor frontage, tidelands and uplands abutting thereon, hereinafter more particularly described, for other thin industrial uses or purposes would be for the best interests of the City and the residents thereof.' and ,, it is the judgment of the City Cou ell of the City that the leasing -of the aforementioned real property hereinafter more partisularly.deseribed to the Company upon the conditions in this agreement spssified i.s not ineonsistent with the trusts imposed upon suoh.tidolands contained therein or inconsistent Pith or opposed to tie law in sueh cases made and providedjAnd SS, a portion .of. the aforementioned real property hereinafter more particularly described conetitites tideland and aster frontage -and a/portion thereof eonntttutes uplands abutting thereon, -ant in the judgment of the City Council of the City said uplands cannot be used wltheut:said tidelands nor can said tidelands be used without the uplands abutting thereon and the leasing of the whole of the afore. - mentioned real property hereinafter more particularly described as one paroel is nesesiary for the proper development and use of said real property and for the projpsr dovslopadnt of Newport Camber and the City of Newport Neagh, NOV TIONIFORN THIS am WiONOSONONs Mat the City, for and in consideration of the rentals herein reserved and the covenants and agreements herein.aentained en the part of the Company to be kept and performed, has demised and leased and does by these presents demise and lease unto the Company that certain real property -2- Parcel 2. R All that certain real property situated in the arty of Newport Beach, County of Orange, State of California, described as follows, to wits Beginning at the intersection of the Southwesterly prolongation of the center line of Irvine Avenue as shown on the map of the Hirst Addition to Newport Heights, recorded in Book 4, page 94 of Miscellaneous Maps, records of orange County, California,. with the United States Bulkhead Line between United States Bulkhead Stations.129 and 130, as said United States Bulkhead Line and Stations are shown on the Map of Newport Bay showing Harbor Lines approved by the War Department January 18th, 1917, said point of beginning being also located North 11°. 521 30s Bast 1391.86 feet from the corner common to Sections 27, 28, 33 and 34, Township Six(6) South, Range Ten (10) Nest, S. B. B. & M., running thence from said point of beginning along said Bulkhead line South 61° 00* Nest 2274.91 feet to a point, (said point is North 83° 251 25M Nast 2291.16 feet from the corner common to said Sections 27, 28, 33 and 34); thence,. South 29° 001 West to an intersection with a line, said line being 350 feet Northeasterly of and paraliel.with the Bulkhead Line extending from United States Bulkhead Stations 170 to United States Bullrhaed Station 175 as said Bulkhead Lines and Bulkhead Stations are laid out and shown on aforesaid Map of Newport Bay California showing Harbor Linea; �thence0 Northwesterly along said parallel. line to an intersection with the Southwesterly prolongation of the center line of said Irvine Avenue, ik thence, Northeasterly along said Southwesterly prolongation of Irvine Avenue to the point of beginning., i 0 e• j lying and situate in the corporate limit $ of the City of Newport Bosch, County of Orange, State of California, and nor. ..par' icularly dsaeribsd as follows, te. wits DAaaII,1, All that certain real property situated in the City of Newport Moak, 0onaty of Orange, State of California, described as follows,. to wits Beginning at the intervention of the South• westerly prolongation of the outer line of Irvin Avenue as sheen on the tap of tho First Addition to Nsvport Heights, recorded in Book 4, page 94 of Slatellaneous Lips, records of Orange County, California, with the .Un$ted;States Bulkhead Line bstvesn United States Bulkhead Stations 129, and 130, as said Baited. States Bulkhead Line and Stations are sheen en the Nap of Newport Bay sharing Barber .Linos. approved by Sitar Department January 18th, 1917, said point of beginning being also located North 11° 52' 30" Bast 1391.86 feet from ths corner COMOA to Stations 27, 28, 33 and 34, lownebip Six (6) South, Hang® Ten (10) West, S. B B. & M., rnna4ng thonae from said point of beginning along said Bulkhead line South 61° 00' Nast 2274.91 feet to a point, (said point is North 3° 25' 23" last 2291.16 feet from the corner common to said $estions 27, 28, 33 and 34); thaneo Borth 29 00' Bast 632.07 feet to the Southerly line of the 0alifornia State Highway; thence Westerly along the Senthsrly lineof said California State High- way to its intersection with the Southwesterly prolongation ofthe eater line of aid Irvine Avenue and thence Southwesterly along the center line .ot.said Irvine.A►emue 132.04 feet to the point of beginning. PAR 2. All that certain real property situatedin the Gity of Newport Beach, Count of Orange, State of California, descrlbad as follows, to vitt Beginning at the iatersestion dt` tho South- westerly prolongation of the tenter line of Irvine Avenue, as; said Irvine Avenue . is laid out and shown upon a Nap of First Addition to NeePort Heights, as rosorded in Missellaaoous,lops, Bookj4, page 94, Records of Orange County, Caaliforaia,1 and a lint which lino. is 350 fat Northeasterly:of and parallel with tho Bulkhead line ortsnding from Nailed States Bulkbsad Station Bo. 170, to United States Bulkhead Station No, 175, as said Bulkhead line and Bulkhead stations are laid out and shown upon a Nap of 1 g• Newport nay, California,. showing harbor lines, approved by the War Department darniavy lath, 19173 thence Southeasterly along a line, vbish line is 350.foet Northeasterly of and parallel. with the aforesaid Bulkhead Lino extending betwoonTiondsoad Station No. 170 and'he. 175,E a distanso of 5700feetto a point; thence Southeasterly in a line to a point in tho westerly line of Section Thirty-five, 35), Township � (6) South, Nang. Ten (10) west, S. B. S. a It. soh point is 1850 . feet Southerly of the Northwesterly corner of said ,Cestion Thirty-five (35);.thence South 51. Nast and a distance of 400 feet to a point;.. thence North,46° 337= sat to United States Bulks Woad Station No. 190, as sheen and laid out upon the aforesaid Nhp sf Newport Say, aaliformia, harmer lines; thonoe North $Q 3?'Nast along a line to its intersection with a line, which line ie 20S feet Northerly of and 1 with the Swlg`head Tine extending from tied States bulkhead Station No. 151 to United States bulkhead Station No. 152,. as said Bulkhead tins and bulkhead Stations are laid out and scam anon the aforesaid•itsp of Newport Bay, California, showing barber lines; thence due last along is line, which line is 200 foot Northerly of and parallel with the aforesaid bulkhead line extending from United State* Shilhhead Station No. 151 to Whited States bulkhead Station No. 152, a distance of 3000 foot to a paint; thence due North a distance of 300 feet to a point; thous* due Nast • a distance of 250 feet to a point; thence due South a lists anal of 300 toot to a point; thence duo Nasta distance of 350 foot to a point; thence Easterly: is a direct iias,to Station 75 of the.Patent boundaries of the limbo' San Joaquin, as per map ',corded in Book 1, page 147 of Patent Records of los Angeles County, California; said Station 75 being a point in the present boundary lino of the City of Newport. Beach; thence Northweetorly.along the Sasebo boundary line as laid Out aid shin upon the aforesaid flap of the ?stout Boundaries of the Ranebo . San J'oaqua, and which line was also the boundary line of the City of Newport Beach on January int, 1924, to Station 72, of tk. aforesaid Patent Boundaries of the Masao San Joaquin; thence Southwesterly, Northwesterly and westerly along the lino of the City of Newport Basch as said boundary line existed on *anaary 1st, 1924, to its intersection thereof with the Southwesterly prolongation of the aforesaid center; line of Irvine Avenue; theme South- westerly along the southwesterly prolongation of the aforesaid °sates line of Irvine Amo. to the place of beginning. This lease is made upon the following rentals, terms, conditions and so boWean the folio/We, to wits ies harreto and as !mil[ Or LRAMS She term of this lase shallbe for a period sf fifty (9c) years, eoameasiag sm :the let day of aoptimber, 1948, and continuing to and including the 31st day of August, 1998, provided all of the terms and Conditions hereof shall be' fully ecapioted, observed and performed by the Company and the rentals herein provided shall be fully paid at the time and in the canner hereinafter specified. PIRPoS.:-R,Y IALSI the real property hereinbefore described may be used by the Company for any purpose not prohibited by law, other than iadu/trial purposes, and the Company agrees that it will not use the demised premises for any purpose not authorised by lawor for any industrial purpose without the mitten soassnt of the City first had and ebtaiaed. Nam. OF PRSUUS. mule URN Notwithstanding any of the terns and provisions in this lsaso contained, the City agrees that the Company shall be entitled to use and occupy the demised premises during the period between the date hereof and the let day of September, 1948, for any purpose not prohibited by law, other'than industrial purposes, without the payment of any rental therefor. Such use of the premises prior to the oonaeneement of the term hereof may iaeluds the oration and construction of buildings, structures or other improvements and such ether activities as to the Coxypany,msy appser desirable or noses Miry. The Company shall pay to. the City as a minimum rental for the. use and osc*paaey of the demised premises the rum of twenty-five. thousand dollars ($25,000). a year :for the . first five (5). years of the term hereof, the sum of thirty thousand dollars {#30,000) a year for the next five (5):years of the term hereof, and the sum of thirty -rive thousand dollars (035,000) a year for the last forty 49) years of. the term hereof. The minimum rental for the first year of the term hereof shall be paid on as annual basis in advance and the minimum rental fete Bash subsequent year of the ten hereof shall be, paid on a quarterly basis in advance. The Company has paid to the City and the City by its execution of this lease acknowledges the receipt of the sum of teeatys five thousand dollars (25,000} for the purpose of smiting payment in full of the minimum rental for the first year of the term hereof, commencing on September 1, 1948, and ending on August 31, 194. FRIROUTAINC Thy Company shall pay to the City in addition to the minimun rental in the foregoing paragraph mentioned for the use and occupancy of the demised praises a sum equivalent to Live per sent (50) of the gross operating revenues of the Company not,ia excess of seven hundred fifty thousand dollars ($750, 000), plus a sum equivalent to four per sent (*0.) of the gross operating revenues of the Company in exam of seven hundred fifty thousand dollars (0750,000) and net La excess of one million dollars 01.,000,000), plus a an equiva- lent to three per eat (3%) of the gross operating revenues of the Company in excess of one million dollars (01,000,000) resolved br the Conway from any and all business activities conducted by it at, in or about the demised pretests during eaeh year of the term hereof, plus t. sum equivalent to such percentage as may be mutually agreed upon between the parties of all sat - rentals received by the Company !ratan; and all subtenants using or occupying anypart or portion of the'deaised premiss during said year, less Com the total of all pe ventage rentals a sum equivalent to the minimum rental payable by the Company for maid iyear under the -terns and provisions of the foregoing paragraph. The percentage rental payable by the Company to the City in mess of the minimum rental adorning for wee year of the tern hereof shall be paid by the Ocspsny.to the City on or -C before sixty (60) days Missing the expiration of sash year of the term hereof and each payment of percentage rental shall be accompanied by a full, true and arrest statssesnt prepared by the Company indicating in detail all gross operating revenues and subrentals received by it in connection with the operation of the demised promises during the year of the tern hereof for shish such payment is made. _2IITIOx OF WOW O?OIW. The term "gross operating revenues," as in this lease used, shall be deemed to mean for the purpose of detaining any percentage rental which may be payable by the Ceapany to the City the aggregate amsunt'at all sales of merchandise or services made at, in or about the demised premises 'whether for cash, charge or credit (and in case of credit or charge sales, regardless of -7- whether the Keay for such sales be solleeted or not) rithst deduction or allowance for costs, charges or expenses for:pur- chase, sale, transportation or delivery of merchandise or for labor and materials in co;tion with the .rendition.of services. The term 'gross operating revenues,° as in this lease used, shall not, however, include .theselling price of goods which are. delivered in exchange for goods returned byouatosers.or the price of goods returned without exchange upon which a refund Of thme. purchase price is made. Or can or other;fiisoossts allowed to purchasers of merchandise or services or theamount of..any ,. tax imposed or computed upon •the .basis of sales made services rendered at, ill or about the demised premises../The term "gross operating revenues," as in this lease used, shall Minis* net. - inolude subrentals received from subtenants carrying en and conducting a business on any part or portion of .the desisa<ti. premises under any sublease or subleases providing for s term of more than one year, but span include fees andcharges made by the Company for use of any facilities located atrin or about the demised premises, .such as dockage fees awl .. charges, hotel, motel apartment or motel rentals derived fres persons not carrying on and conducting a business at, la or about the demised premises whether their use of said facilities be under and pursuant to the terms of a sublease or subleases, or otherwise, and subrentals resolved from subtenants marrying on and conducting a business on any part or portion of the demised promises under any sublease or subleases providing for a term of one year or a.lesser period. The .Company shall maaintaia and keep a full., accurate sad correct assount of all of its business carried on and conducted at, in or about the demised premises and all et its books and records in respect to said business shall be open to the inspection of the City and of astir authssisrd agent, asoountant or employes of the City, and it is specifically agreed between the partite that the City shall hem the right through its authorised agents, accountants and employes to enter is and upon the deai*M premises at any time and antroa time to time during ressoasblt business Moses ternailing an inspeetion of said provisos, and that upon dsaandlof the City the Company vill'protws all books and'recolidlal of its business done at, in Op fleet the demised premises at said premises for audit -and impee tien by the City. l'ho : Company shall pay and disehargo plied °'to delinquency all Margo* for water, gas, oisetrioity, telephone, rubbish and garlase disposal and other pnblis utility -mantises turaishedto the penises herein demised or the occupants theriof and shali.beld the pity harmless of and frit any and all loss, -damage or liability by roasts of the tailure of the Csayaay to pay and distharge in full any of said °barges. 'the Company shall likewise pay and disebarge - prior to delingasaoy all taxes and assesements Shish shall be levied and assessed bytht City, County of Orris, State of California or any taxing authority havingpried/aim over the demised pseaiaes against any and all buildings, stsnetures or iaprevestsnts plated at, is or about the • r demised pretties by the Company and against the leasehold estate *seated hereby and shall hold the City harmless of aid free any and all loss, design or liability by reason at the failure of the Coapaay to pay and discharge inifull any of said taxes aid assesments. Wall LUIS The Conpany in its Sand oceupeaey of the demised premises shall Lull and completely comply with all rules, rigvlatieas, ordinances and lags of any aevoreental authority or authorities Laving jurisdiction ever the demised premises sr of say business or other activity euidusted a about the case. into the Company sha33..bave the right and privilege of ereoting.and constrntting such buildings, *trustees and improvements at, in or abeat the dt.ieet.premises ao it say does to be desirable or.nesessary and as shall comply with existing building Ordinances of any governmental authority having jurisdiities,over the demised preemies then in totes and offset, and shall likewise have the right and privilege of planing at, in or abort the desised.prises seek trade fixtures sad personal property as. nay appear to be desirable or necessary for the operation *fay business Gr. other activity *inducted thereat. All buildings, structures and improvements pisoed at, in or absut.the demisedpremises by the company shall, upon the expiration of the tern of this lease or the earlier teraiaatien thereof, belong to and -10- became the property of the City and the Coapany Shull have. no right, title or interest therein or any right or.privileae of removing the same therefroa. The Coapany, horns'', shall have the right and privilege of removing from the demised premises all trade fixtures and personal property placed or installed at,in: or aboutthe same fora periodof sixty (60) days from and after the expiration of the term hereof or in the event of the earlier terminationof this lease for a period of sixty (60) days frog and after•the effective date thereof and all personal property and trade fixtures not so removed tfir the Company within said sixty (60) day period shall, upon the expiration thereof, be and bosoms the property of the City and the cosy shall no longer have any right, title or interest therein or any right or privilege of romeving the tame from the demised premises.. The Company agrees to expend for upkeep and maintenanes of all improvements placed on said demised premises, a mid amount of money per annum, beginning with the fortieth (oath) year of this lease, equal to the average per annum expenditures made for miaintenanse andupkeep on said demtsnd premises during the tWsntieth '(20th) to the fortieth (40th) year of this lease. Agthl T 0! UAW The pampany shall not aesign this lease or any interest therein without the written consent of the City first had and obtained and this lease and the leasehold estate erected thereby shall not be assignable by operation of law or otherwise. In tho event tho @ospaay shall at any time the term hereof be adjudicated a bankrupt or assign over all of its estate for the payment Of its debts'or is the treat any elosutien or attachment shall issue against the company or any of its Offsots and remain in force for a polled of melt than thirty (30) days, or is the event a rteeiver or trustee be minted over the business, proptrtiss and assste'of too Co any mho, - miler a pnblioofficer or agent shall be pissed It charge of the demised premises or any part or portion thereof and shall so remain in ehargs for a period of thirty (30) days or this Masi stall by Operation of law devolve upon Or pass Unity person or persons othfr'than'tho Oosmpany then and in any der' either of snail events the City may, at its option, terminate this limas and.the sags shall become null android and throw aftor Of nO Celt ttseiwOar. Ths company shall not snbist the deatsol promises or any part or. portion thereof for the purpose of casting aad conductingany business enterprise at, in or about the imam! for a tiro is esosss of the period of one (1)' year without the written -consent of the City first had nerd obtained, and it is agrood that any consent given by the City tt the Compaq aathorisiag it to sublet the demised premiss, or any past or portion thereof shall not be esnetruel as a °assent to any futtbsr subletting or as a waiver of the right of the City to objest to may father subletting to whieh its senitat is writing has net bema first had mad Obtained. MSC and all of ths sevensnts, agrsemoats and provisions in this lease•oontaied and on the part of the Company to be performed are conditions preeedent to be fully observed by -the CemPany to entitle it thoontinue in posses,. sion'of the demised Premises and'in the event any defaUlt shall be made either in the payment of rent or other'iteat payable to the Citrand continue for a period of thirty (IS) days after.tetide thereof in.writing from the City - •ctimpanr or in the event any default shall be made in the Observance or performance of any of the Conditions, term* ' or provisions hereof and oontinus for a Ported of thirty 00 days after notice thereof in writing froth the ditylo the ' Company, thou and in either of Such events this liasemay, at the option of the City, be at onae terminated and atage end and the Company shall be deemed to have forfeited all of its rights herein and hereunder and the City may thereupoe •immediately reenter and take possession of the demised premises and the whole thereof without any further notice whatsoever to the Company. lrhe Company shall waive any compensation for the forfeiture of said term or the repossession of the demised premises by the City in the event of the forfeiture of this lease for any of the causes aforesaid and hereby waives demand for the possession of the premises in the event of the forfeiture of this lease. RM. aim The various rights and remedies herein contained and reserved to the City shall net be eonsidered as ex014siis of any other right or remedy but the sine shall be construed as *emulative and shall be in addition to every remedy new or hereafter existing at law in equity or by statute. 1. -13- delay or °Mission of the City to essreise any right or poser trilling from any default or *Mission of the Conway shall impair any *path tight or peter or shallige 'construed as a - Waiver of any gush default ow any aoquieseensia Uinta. 110 miter of the breach of any of the coventits of this 1604 Shall be senstrued et held to be a salver of any ether breash or salver ix' asomiSseense thersin. No velvet of the biota of any of the goveninte efts lease Shall be conetrrned or held to be a waiver of any other breast or waiter yr aggiiO3 *seems in greenest to any further or seseseding breath at the sane aevenent. OOHS OF ilifiCATION In. the event the City Shall Sitteut any/fault On its part be nt 1.patty to any litigatiOn COmmenead by Or against the Complay the lateahs11 pay all costs and reasenm able attorney's fees insertedby or imposed upon the:City or by or is senteetiOn tith said litigation, and thrnoomialay shall pay all sorts and reasonable attorneys feet shish nay be incurred Or paid by the City in enforeing the dot's:Mina of this lease and all rah setts and attesters fees Shen paid to stid 'any than be doomed additional sonsiderttitn for the oziOution and delivery Of this lett*. 11111/Wn Pala" the City 40vonants and tom that the 0009oor In patterning the covenant., Ursa and conditions ot this lease On this part Of the Company to be kept, observed and pittorned nay and than hate the right at all tines duslAg the tome of thislesso tO vastly and peaosfully beld.poisesaa ono, SoomPY and enjoy the demised premises and all improvements whisk may from time to time be plated thereon under and by virtue of this lease. Notwithstanding any of the provisions of this lease, it is understood that the same is eubjsat and subordinate to the existing rights and interests, if any, ofjl onge County Council; Boy Scouts of America, a eorporation,in respect to the real property covered by thelease executed between the City, as lessor, and ©range County Council, Boy Scouts of America, as lessee, under date of April 19, 1937, in respect to a portion of the demised premises. In the event this lease in its entirety khan be declared invalid or void by a court of competent jurisdiction the same shall cease and determine and. the Coapaay waives any _Claim of damages or right oration egainst.the city by reason of such invalidity but shall be entitled, notwithstanding any of the other terms and provisions of this lease, to move from the demised premises any and all buildings, improvements, trade fixtures and personal property placed by it thereon for a period of silty (60) days Cron Satter the judgment or. deer° dsolariag said lease to be invalid or void beaming final. Nowovor, in the event any of the partioulas terms or provisions of this lease shall be declared invalid or void by a court of competent jurisdiction the Company 'elves any claim for damages or right of astion against the City by reason of suoh invalidity,>but shall have the option or terminating this lease by a notice inwriting given at any time on or before sixty (6o) days following the judgment or decree declaring:such terms or previsions to be invalid or void becoming final, and in the event this lease be so terminated -15- the 0ompaay shall have the right of riving from the demised premises for a period of slaty (60) days from and after the date of said vritten notice any and all buildings* improvements, trade fixtures and personal property placed by it en the demised premises. Should the Seapemy not °lest to ezeroise the option in the foregoing sentence mentioned all of the terms and provi- sions of this lease, other than hose declared to be invalid or void, shall remain in force and effect the same as though said declaration had net been made. The City, in the eveat of the termination of this lease under the terms and provisions of this paragraph, shall refund to the Company all unearned rentals paid by the Company and shall not be entitled to receive any assrued and unpaid rentals 'which have not at the effective date of said termination become due and payable under the terms besot. MILATIONAMIP 9F PAM= The parties agree that this lease duos not create a partnership/relation between them or that of joint adventurers and that it is intended by the parties that this lease shall only create as between thins the relationship of landlord end tenant. The Cospany,.upon the termination of this lease by forfeiture or lapse of time,shall yield up immediately the possession of the. demised premises to the City or, npen.its failure so to do, shall pay to the City as liquidated demgor for gush time as lush possession is withheld the sun of five thousand dollars (45000) per month, but the previsions of this paragraph shall not be held aa.s waiver by the Pity of any right of reentry nor shall the receipt of such liquidated damages or any part thereof or any other act in apparent affirmance of the tenancy operate as a waiver of the right 6- • Is to forfeit this lotto and the term hereby treated for ths period still unexpired for any breath of any of the covenants herein conta1ntd, MEM - All demands Or coneunications of any kind: : . . 'blob may berequired or be desired to be served by the:City or the Company upon the other under the terms of this lanes, or otherwise, abail be sufficiently served, given or made (as an alternative to personal servioe) if *ailed by registered mail vith2postago propaids and if intendtd fer.the City addressed to it at City Hall, Newport Hooch, California, arat oath other *Adroit as may be hereafter furnished to the CoMpany iniriting, and if intendedfor the Companyaddressed to it at 1151 Mast Seventeenth Street, Coats Mesa, California, or at mak othOr addree* as nty be hereafter furnithed the City in.tilting. rush service shall be deemed cotpleto at the expiration of fortnight (48) hours from and afttr the mailing of suet rootlets demand.er communiestien. peuld the lompany Abandon or vast, the demisted premises the same may be ?Oat by the pity for Guth rent and upon such terms as the City may see fit and in tht event a . . . sufficient am than not be thus realised after paying the aptness of Ouch relotting and colloeting to satiety the . . . . rents hereby reserved the Company agrees to satisfy and pay all:deb:limits year to year as the same may be deiermined. 81100888018 A A1814.8: , . That oath of the covenants, provisions, conditions and obligations of this lease shall extend to and bind and inure to tho benefit of, as the case may be, not only the -17- • • parties hereto but est& and every of their assigns and success- ors in interest, and wherever in this lease a reference to either of the parties is made studs reference Shall be deemed to include, whenever applicable, also a reference to the assigns and sueeessors in interest of said parties the sae as if in every case ao expressed. IX VITE135 MUM, the City of Newport Beach has this day caused its corporate name to be signed and >its eer... porate seal to be affixed by its Mayor and City Clerk theret unto duly authorised by resolution of its City Council dated. the 8th day of March -0 1948, and the Cospany has caused its eorporate name to be signed and its oorporate seal to be. affixed by its President and Beeretary thereunto duly author. ised all as of the day and year first above written. C 1 P 111151PRT MAGI DOTTY" TEX EBOCRT sa comp= ; • ay LAZ.L Preeldeni %MAST" • Beak OP 0 as. minat Los MOMl 6n this 15th day of Marsh, 1948, Were ■e, the undersigned, a Notary Public in and for said toasty and State, personally appeared KININITI T. a kaolin to as to be the President, and HOWARD a known to no to be the Secretary, of THE MOINVIT SAT comm. the corporation that execrated the within instruments kitten to as to the persons to executed the within instrument en behalf of the corporation herein cried, and acknowledged to me that such eerporation snouted the sone. IN IIITENNIS 11112101, I have hereunto set ay hand end affixed sy offieisl seal the. day and year in this certificate first above 'written. IS • STATE OF CALIFORNIA ) ) as. COUNTY OF LOS ANGELES ) On this 23rd day of March, 194B, before me, the undersigned, a Notary Public in and for said County and State, personally appeared 0. B. REED, known to me to be the Mayor, and FRANK L. RINEHART, known to me to be the City Clerk, of THE CITY OF NEWPORT BEACH, a municipal corporation that executed the within instrument, known to me to be -the persons who executed the within instrument on 'behalf of the municipal corporation herein named, and acknowled0t to me that. such municipal corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hadd and affixed my official seal the day and year in this certificate first above written. Votary Purblic n and for the County of Orange, State of California My Commission Expires Jan. 15, 1952 • CERTIFIED COPY ,Q� RESOLUTIONS RESOLVED, that the President or Vice President and the Secretary or Assistant Secretary of this corpora- tion shall be and they are hereby authorized to execute for and on its behalf a lease with the City of New- port Beach, a municipal corporation, in substantially the form discussed at this meeting covering certain harbor frontage, tidelands and certain up- lands abutting thereon located in the corporate limits of the City of New- port Beach between Highway 101 and Newport Harbor for a term of fifty (50) years commencing on such date as may be agreed upon by this corporation and the City of Newport Beach and con- taining such terms and provisions in respect to rental and other matters as said officers may consider fair and reasonable; FURTHER RESOLVED, that the afore- mentioned officers, or any of them shall be and they are hereby authorized to execute such escrow instructions and other instruments and to pay such escrow eharges and other fees and expenses as they may consider it necessary and. proper and to the best interests of this corporation in connection with the consummation of the lease trans- action in the aforementioned resolu- tion. I, HOWARD BURRELL, Secretary of The Newport Bay Company, here- by certify that the foregoing is a true copy of resolutions regu- .larly adopted by the Board of Directors of said corporation at a meeting duly held on the 24th day of February, 1948, at which a quorum was present; that the same have not been repealed or amended and are still in force and effect, and are not in conflict with the By -Laws or any other rules or regulations of said corporation. Dated this 15th day of March, 1948. . ecre ary n (statute CITY !GM O.F 19i9 i9 9, ptge. 1Q1 , Chapter, An Act granting eertain:tidelands apd submerged lands of`the State of California to 'die city of Newuoort_Eeach,:._apon ee .tieLt truste'an conditions.;; (Approved :i ay 25', 1919. In. effeet-;3u1y 25, 1919 ) `h.e people of the State..pf Cailfornia:do enaot as'"hollows ••SECTION:• I There is hereby granted to tiie ,city of:"Newpor a municipal corporation.'of the State of Califox'nia, and to ite••auo cessora, ••all of the right, tit3.e Aria -interest of • the State of .Ca1i`-: fosnia held by seid state by virtue ,dii. its aovere9gnty3 in axed t that portion` of the tidelands and• submerged: lands within the present • .'. boundaries of said city;_fin$ s3tasted;below='the line •of dean high tide f tie Pacific bean, which border upon and:are in. front ::or the'uplard` ow; owned b.y said pity and such;other,upland as it `may hereafter ac cuire to be forever held by said city, and%;by its succe"ssors in tryst for the use$.` and•••.:pixrp•oees and iunon the express conditi••ons f•ollowi•7ng, 0• Bsa a,a11: (a) Said laniis sha l be used by said•City and by its 6uc0eesors solel y for the establishment, mproeeinent•and conduct og ;a hard©r and` for the estaablishment and construction of bulkheads Pr: ..breakwaters for :the protection. of lauds within «tk e boundaries, : or for the :proteo-" tioci-:of its harbor, and :for the. con_struct3on,,matenance inand ooera.tion••• thereon of. wharves, docks, piers, slips, quays, ways arid`streets, and: other utilities,.e:tructurec and,anpliances necessary or'.convenient for%:the promotYon•or,aecomodatian of,.:commerae.and navigation,.'.and the.; proteotidn : of •the lands: within, said :_city .. And e•aid city `d?r its euc ceseors shall not: at any'time :grant,. `convey_;:.give. or alien said lands; or any• •part'-thereofxto any individual; firm.;"or corporation f•or: any .purpose$ :whs.tever.;, provided, that. said city or 'its: successors may, • ....H. ,: id; '6.112.1 7; Tit t'H ?.•;:" • ir • - • • ' ‘•: • . • .. u. -.. • • .: ;.- ,...... • ;.•:-.:.•,..,....:...,.....-.. ,...:.:,:ye.44.A." ::• 4,4,4-..;4-i-;i;;AF. p.:6 :::: :II::: k...;'::::'.;:.',::•;k:'''' ,,,,,,„.':,::::::.,', 2.: ..„., • .. , • :. 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' ::>".-- !:::::::::.:i::::::: '... ::..:::-.- :. ::: ..E::::.:.•:::.:::,... ,..:::: ' : .::: :','• :: :,:i' ... ..: „::... : : • :.; + 4s ,---.;::•:;,1:::...fr4?1:lirti7r1?-::::::,-,.::',7::::::::;97":.:.-,Pr,::::::::: : ::::':::4-4:1::: •::::::,*:-.:::::-..;:* • ;...t.!:455e.•,ro.:, jr k;?'-•t d- • '• ; e • „., • , • „ e . . • .• .• • • e, • e e e • • 1.; • , ; aafirthif • :f...<;:•.::E: etfl: • -.1..;i1.;:t.r71sti.q...c • „;„ • • , : •:•••••••,:•?•'...,•••••,:••••;: ,•••g. 7.47& ‘ttA-;;;;:',•';'z „: • : • •:. c•-• . lC12?7 4 ,2 e 91.4 •Sr‘t,,c,171.. • :3S-J0 12.`S%t!!0:. • .4.a ' 1%V t7.410C ;40tr.21- ;14;;;• 4 ; • 15' 53 C • ; .•;; ; k5.1.;Ir Of40'Ec,cs —D :1•7, • .rs."4/-tk:;;b1-!el.f:,..';:01-1,4-, : 1 .7;;;;'.1/11•:::::::;;•;::1•;•;,7'AS 6 SAW; • • \Pk:4; 1 •::i at 151.ts'a' ztac:/-: , . : .t)..191. ,TT."4 :0,w3E1- 10 cs zu .4% - „ , • - • .... .. . „ . . . . ,. . „„.„ „ - . -, , „ „ .. , „ .,... . ,: „.„.. „.. ,„ ,. , ,T, , , .. , ,. ......, .... , , ,. i r t ' 4 som '''' 4 r.F.-0- tf:4?..tr-4.,.; ..o.z.i. . , ,.,!.....,. — ...,. . , ... ,r-4,41aT Y-7; • : • , • •": "•• • " ;lc' • 41' r ''t • Eft .:„ . • ;... ; 47 f.tA:^1,,, • : , ,,,,,61:01 • F 71 br- „ • ::••••• 4'7 • -• . • soc, 1.2 ratis 4-2•;;;-:-c0-t -•• - , '• , • • grant andother 4iiiii-0..•-”•!..;„.ii,..; ciii,i18,....e.i.o",,:,..L.ii3dEi):;!t=7--,-;.:::: . ,.„-,----04p*:.Sii"1"14"::':. or oii,:f':':'g':'.,!tt°:%':7:9"C;'ta:::B::itn:k':‘il/1:P.t,re:-rlo;:'-.'-y*gt'S'.'z'::.' ears forw re and....15147,4iiter• . -:::1"•!::•17•,,..,14±"4../...;:',H1::..i,:.z; laMe 1,26,ree 63./. : -;,.:;;../..'•...part. ,itiere.gri,',..:•••;',-2.•:.',;...,•: • ••••••r• et:';:91?::-•••t e'::-0r:„..:..::::: -,...-f1;1::•...... • ,,,'1,1,'LL 12 . V:.:,1. ',... . .1E4'A 44!:-..':........:.,;1'...: tkiiiiat,.. v11,..........tli::"F”.i.?!.:- i..:..:.c.`1:....' ...: ;i,...'. l',':'::::-...:, :•::"1:...-]!'. • expense rposes by the State ornla and with without for Pi., ... -.' • •-.••••`h. ._;0/34...;;;.:-. •••••••••::;•....."' y .1.•-••,-- i • • : :::?..: •.-•;...... • ia,...'o*/••:: '..-„,:•%., • •-•:1541149••• ‘....-:.'•.:-.,-•,?,•-•:."..-• --." .,4 t sald harbor. be tmproved by :)•• • •-•?' "••••:". ': ••• •-ibc•-)t±04., a ••2•:::.': i '.'''71•••••-•iiba-lik:,:',.-•..-1',‘ .---'2a•Ptibito harbor for -.•'••.'-- •-h_•-"••:±7041••;-•.‘• •,.-.:',,,.-:`;,..-ierei.i • .. -.•::••,•••••••-•••• .•::.......';';',.';••.i:1Alr4•Pa•:::.;:.•-.1.1-2."iia;thatir7...:,......•t.iiii.:,_teS4113-.-T,:i..', ..: ::...•..oi-;ii.;i4. °,..,..:::::<.:i. docks,,,,-:7--,- ; -,-:....,..::.:: .„ ...,-.:...:.........,.. to the ses &:::::,:iofcommerce and ....:.y:-:.:-.(b)i,:/..;-;.?3"and siiiik:4,7,..tand : e-Y the ;::EC*St:11-..?..7,"...,:iz:*•..i.:**.0".:::::::shall have at .::acT.14i17:i.t.".•:,'7.'.:2:::), -:.::ietat.!..-.: s. --1„: •• navigation, '" .:1:::-..'..'.. ; • -:'all times the right to usa, without..bhir67,..,*„.all...--. ; .ey•ii-;:-•:Aail-,.,.:2••-..,. "..--;•••:-6,..ntS.ti:-..: .... .....;:',:•., ips,. quays, and other improvements conetrueted lands part any veasel or other water cratt ar railroad he State of -..•:-....1•••::',-.1••-•:t.:•q-.:.:74.1;:,--;'-•,:---.0tyt-9r.:idaittor .., :6-,36rs.:,-,..,.]:::-:,..? '....-.,:nees iiei:,.14.p..?!....,.,...:,,,,..-...?.:7::..:...,.;..,..... operated(c) Itt conduct or tion of saN harbor, or of any1?t .--..,. ,m„,,,ttgPtillr•k• ...!..''''".:.-.1.,.,ePt'l127, :r. ...,.. r:-.: • ,:.' :-;:61i.:".:I17:-:-.2 „,i•titliiic:7::::: -..:-.:..2:.:-;;;:.:.•:::-..-2•:', . .......,••••.:•••z!: :::•-:..tii6-.--,_•itire.b:•9,t•••-••:.,H-' •••••;•[-ilktriPs4;::1/11.:•;;H:::.• .:i.e.•;nlr:-.-.1- facilities ftP any use ......:.............1:.....",..... - ......::......-....L:;;:.. ' ,iatit.li,s?:........1••••;.''':-...: i.-..."1..cc4,:y•• ..• .tai.:i.-?.?. . --....',/•••;•?; -. ': • ••:••• • T4!•.,:;•,•:,........".:;,•••;-••::..-.:•,:::...--: o :•;:t.: • !....-`.., :':',.:.....• :•:•StiI1.31".-.- :: 1- ' ',.. • , tor)..-s, connection ...,: -,:- ..,.' .• :-'.- ..': i;1109'., .; -•'•••-•,-;':',•:;. lit...Pc.•.,,:-....,.....:...,..,. ..:. oi' \- A -.....dieer...- ,:,,.....iii,--.Tce,,. in ' tv.: : .. dr.-13Y.••".'its with the • . 3 - ••-::•. •,- ••,•...-.• • i '.•-•..-..• • „ • •• • ;.:::',;.•:::::(*.:•••-.•• (_;.::-,••,•:.,:: ••••.:ry.s.er.7,7•.: ,,.. '''..aidj01'i '';',•••.• '. •••••• ....-iyh.Arbio;:',...-:::',:ii...:.•-?•.;•xiir.p:98!:„•.*:,?••;,.........• a:.:•:1-‘,.••.•'',: ab- ftgl-it to in the waters af N water said lands for said is I: ''• '.•:••••-•:... -••:iithqr.,--:j..-.....'• . fietjt:': . • ":. ...„ : : .... ::-?.6-trer:-? ......:.:- :••„;;•'•••,..,.•cia.1-r?„.„ !.....H.-„.."i.:}t,:-..:,..c, ]:-.--;y:.•:,..,:f.:.:...- i.,,‘ "?.}.:.;:. convenie h State '.......•.-....,T.:!:-...-..,..:,..titiiti;!:: •!...-:'::-.--;a,.." ii • to 1, ..,.•t., thE3'.••••••:,:y.'...:•.1...."-:',:•1"..I../.••.,,-:::.''.?--.•';'',..'Y.,-.•-':-:•:. ..;,H.:,-.•...c.',H:E.1.-:,„;;.;:••••••:-..-.1,-;.,...,, by .1::,;,1„. • - •J:.•••••;....• ..• • rii..:a091':..••••••‘• •.• •• people of eserved to the ::.... ......c.......,,, ...,.. ..,... ......?.... ... . .... ... . " • • . .. '' • . . , , . , . ... .. . • - " ' . ' . 0 " • . . . ... .. ...,. .. .... .. i., , , . , . .......r. . ..., . „ . . , ' ..*•; .‘1:°a7:3‘r !Ft: .; Lt. : : :„ : .; =:• ; : , . ' . r 71c,;7 • : • ::.i•Wrt.; ;61 (-3],. t r1I1U • . el' : stalt14,: 4e; Et.td‘r 7,.• .F.; brrrf•- , • ;17 ‘ •:‘ e:*t r.CT ".121i) • 9.t4lIcr‘r.C%; n.!01:-.21%1' !:!•.t', kit :;t% • • e ..„23.4771. C7.7 e v c,”.12qp-Ke ap.;;,:icy.;.;J:kgs--;!:;•,..t.,,,a14.AY.2.-.,..,:tati • , : • • • : „ :.• • ,. „. : iarLo -St.c.,/ 7 illy° !so-, !,i.aa•av-, ix *a • loertarf -.,tw.' 2 .11 • 31"!••:',. rcs iitat t:45 4qt.o.r,vo:d.c,;.....:-• • ' tr, '9,0"Q _ `- • 4'4'6E) :71c r:V4t's11.. 1124:7 a cl.* a ft „ r. • , .- • , , „ c= , ' . • • . . • . . .. • „, „ „ •., • •„ • " •,.. . ... • „ .. • • . • • ••••• :•••• • ,,t;? irr•itsy.b9undArl.es*,;.7.: (a) Said. 1nds•••• ••• •-• • • • •=f v".. • • • fi Ist0440-49194J,_ •• • An set -grctnting eertairi:i tielsiszide.20& submerged (landa,0±the State truate•••."0.04',„:46roit:icit1 ' • (approved : ,, • : • • .. • he people ot tn.e • •,,do enaet,• as foflowr terest cf.the = • , • iiiietifittc:;:41,;.:; • id by said C01.1. :=• -•••?...;',;••• a.d:VurPOaf!,:%:',:".,', • • ' ahrbor and for tha establishmeAt:Su499ncikr4emn 0±' bulkheads 9 • cii:breekih3ditere...ifar,'t • 'P . . , • the prGteettenharbor, and for the • rotedt5;tifi4t, Azsiids7 *,Xt.1.3 „ j;Pier: , ‘IthTeitiC4.),:zv:-', 8rif I , • • • ..,..••• five years fax' wharvea and. ather publi� uses and.purposes, and „ may leasesaid lands or any part thereof fax' a pertodnotexc ing • twenty4fiveiif•yeAt;6'`••••t-di• • iiiii,p6:eiti's..•catitisiiiivt•i • • ••ti044,.'14;•the State of caLiforftia, flth. • . .-•;c" • • .•t 06,it*Iejoik.:•1937.;;,i14.V.,144stipn • „... • „.... • ...••• „ ,• • .„.; 1(1; I?°V° • :Said.',12iiirbW, shall fie.,,-ithptoto41/4;-„by?1/4oalid. ettio.7.-'w);74•171ptz,. 61•650nat'ArY, 0 csmir)e.iQe • ',and. -Tiiivtga..t$:,•044`:`• tizappc, the rlghtto uEs;- ••• :'• piers,"•• •••`;slips, quys, and other &mprovements Einv.part.:;:hpf)ot•fax' any veasel other water craSt ar„paiijosid•••dtgriett or aoerated. by the State of . • • , • • • , , . :',•1/4';'•,[:,:i(o) In the managernent, cc?ha..pat•-,07,• .pperp.7tart, .;. „ • of ariy.of. the atilities, structures orappiiancea rnenti�ned-.,••••• :•••••'••••,* in h4,:;.(. a): ;• no , far ••any useor servic,e.• • •• • • • •• •••;;;;;"..::: •• • •• •••.! shall ever • • • • . be made, authorized ' . • • • :1/4 :,-, its bsolute right to fish itt the watere of said harbor with the rtght cif cpnvenient aid water over tit! • ,•• ` • ••\' • aaess-2,t9::$,, H • ".... •ks•1/4•„;1/4..••1/4.•,•:::.:',`„,•1/4:1•• • „ •• 'k•., •:;;••• •••• • ..,C?•':'; '•;•• .`•;.7.:`..;-•::"said lands fax' said Durpose is hereby reserved- to the peo'ple of the . ‘State`1` •••41'n•••:n•i"..:aitiirg*14,.ly....; '".•.7„••• • •,•,• • ://.;:••••;{-•:,.y.,:H‘•; • • . , . , „••'''••• • ‘'...,.••• 1/4 1/4 •.•, • •••••',::). • 1/4N,1 ` • - • fc.1741-t ' • el Ionst a saIrtortbi L • 44. briA p ;.IrB erv-rflr !re -rtsv v!.t. .• ; n : • ' '11; T. H.::: • ..1": 7,1 1; ..? ittr:.Cr • c.-:::.1t..6.4,1,7:44;:t.:7„ic,-; !7, Igek'n, • inirti4€1 6 J,..r;:tst:E:: ItfirlaT a‘t ft71-.a. ;r10; ettP,es.rt;j4c,5,n £ .sspix0.7zcz.; tjj 1`.:4- • (-4 ;.jie c *•.nd I. d 9VW r9rt$7.' is7.74 • • tsJ.n • , . • , • , , •, .1, , `, „ . • OF 1919 ,(Statates 1919; joags, 1012, chaiiikr • • • ' An • sot, gi.antdngta.:tha ol:SY of 14•Ctiaaist -13CaOh.,-is corpor— ation, : the. --right and. uthor1ty fo.,::app.sttucti and. maintain sewer, water,gas, and othe-r conduits upon jaublic lands. • --, , (Approved May 25 '1919.. In effect, July a5;. 19/5.} The peoplo af the-StatC:Of4:Calif eir01A •• do .-C'Ustot., as tollowa• .1:..• t ;21CTIOrit:,1. • There is hereby granted to the citt ot Jewport•: • •••:.• • • •••••fip..cili..--a,•::thqii.101/5e.?.. poOp.ciration at this state, the right, • .pC•wer,„ and authority to eonetrtct and:::Taainialn the public tand:S. or, the State of Calitorrila under and. bordertn ..• hay- semsr, .,:watar,;•7-Eas•:, a.nd Gtbr pipe lines and. . • .• • cOndp.i....tS,:,and.' to go;upon • • ...,.,:... . . . • ' , . ' . • • , . . .... . . .. .. .. • . . . . , .e..Nrif..]-4.2,n, -ai-i1 pEcke.c-.:::ic.-,.•itat:::: • ,,. .... ....... .. . . : • .•:- icaw .1,i- tif-, r. S .{P4:-. ":-':: / :'. 1......; =- .....st.::::-,;:, . -‘ ,t."2 'J.::: -..?4.71-:. • . ::,.....i.,.. i‘l':;,.S'. i:, ....:: , 'I.-. : :::::...... ,:f: . . •';',::''.. • I' ':' • ', • - - '‘••••: 1:37:.'.;'.' -: . ;.:. 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I': %...A;1-: i.::::-: : ;; : • • : - • • •• .: • • •:.'•:•.• • •••••",..•'•:•:•'::.... 5: :ft.! :;.:C • •-.••'.1,- : • C41 • ' • ,•':1•C‘f :;; • •••-i: ;2y. = . „ • :2-;•••2 . • • : '; "r",',,,-,,..••A-at.1-.01!2'1(Statutes,•••;•••,-.2-.-:-••••i-‘1:;.„,-`'';7:;•::!;•'aiiiii);0-:!•••• : ...•••:::' -:. ::;•::. 77, "f•':::',"::‘:•'''.4.H.'•;:;•At.;;Pre,4094•••••t),•::,:,.„;:;;:•;.;::::;:-..• .-..:7":::51::: ..2,:•••1• ''' ••:. 2 • ;e-;; 't .,••••;-- • • ••:Y•':''''''.;.1.,92',:1;••,E":7".7:91.'"$:;;;••:•:;:•::;',..,-::::•';- .;.t.'',-,?:,;•••;;:.•••,',:,.:1,,:;.:,1,•••::•:•;,•'::: ':. • lands . - ........ An tIc . t • ...: :' -• ' -•••;•:iii,;-.`-::,:.tai*j:'1141,q1:' F••••;:',,:::;•'•••••••:, :::•-•;":1•11.iig„:1:013"*"..,,:Pi9, -:;.: ',-.;•••• :. : ,: •-•• ...,7 .. ' , ,,, ,.,.,;L:'.,:,.;•;/ ..,;,''.• .:•,',:',' ..: ''' ••.' in. •••:.fot.:-..,:"..t:icl,k!,=...4: „.-...-2:,.../....:T:i•••;:;-.....:.:.'.„ . .... ..,. ...... -.-.• ' • - ,..; . .,... . , „ .... ., '' ..:.-.., -,'• ...•:::-.,7,•-•---, • ••••••• • •• 1 ..-: •• :•1,•:: .;;;;;;••••,2,•,,."••,-,:;,..it:iiii:..,,xa.:Z ::•;,..cc....,..,::,,,,..,:z..H,t,:::::::,,iT.-.,,,,_...:,,,..:,....H.4...;:v...,..:;,:_ ....t;•,..:6E .d'41.1.F.c"*"rt,....:"....!:;'-'":-•,..- •:::-.-.:.'-'-''':.1.:--.. -:/•••'.;'-27..ii:,::::...1.-.5g'51'''.:..-.::-)./"„•:::::',...:':•,..:::....;:j:. '-'1•;'••.:'•-f... : • -.:H-....". ;:1111....''. .:. '•'•::.: Z'...0....P.,:...-,.....„..iii;:r4i‘voiiior.."4:c,?,...::2..-j..i...,:;:....;!:•c....".'..,...21i6;A:::"::::.:1.,::'::::....`::::•.:::',::):':,-,:......,A.::::"',"*.-... ?.i,:.:...1- -.2.' - .-- '....... .. SECTION 1. • .''. - -Ofthe 8,-P,.(' - • ' "''':r'•,-:••••„,:••(:,••••',' ,••••:•,.1;-'4E3::-.1Y111?-,-„;,:,.......i.';•.:-:••••,•• , - ,,i-_,:::,..):2,•„;•;,,,,...,-.i....:,.,-.:„,:',..„. • - , , ••••'-'ll '-'•-••' • , • • • ' ..., ' ' • All tideubrnerged northot sub- ,.;-E4C1-8, ' • . -`•••; , • '••• ;:, 2, : ..,:i t-c;;;•:<.'."- -",...divisions originally abuttlng on the mean hlgh .eitei,......3,12eas .:0..::••:,,,,,-; ..::,.. ,:."......,•:,i., . ,i,...„...j ' ,,,:i.,..:.]... Newport ',-;"''''::: . •••• .- ''' -south • eh°iti ''etsz.: '. 1, -, ... '- '''. •••".••••• :•-•:. :•:''''''' aitr:i'de-,&".a!!-oi•-•• • ''• ',',)::::•-• ''-'''''''•:: -'••••,- •;Jii-tiit*;,',:,-::::''',::!-i:.:-';',.fi:::".,, ay-vhiC4. .--- .,- ''-....: .., , •-', .leaeed by - he't a '''''''' - •--"'• '' ' '. • • • . . • to be fixed ii; ,'.(•:- • , •:-••••••41‘di•P0'•;`). P.....?7,„....- , ..... :. .. , rental and .:dP-t!;7 .':'...:*:...-'. ,......iviiitonl.:044-1.1-.:".)-;.,.../.,-"L:-.1' rt:'''' '. ,'-• —I: .."': • ".. s.';'' . • ei.at..at a 1 : 7•••••-••,-,•:.':: . ..., '2'1 •';'-• •-• , ••':, • ' .-,E:',...',Salcii-e4,:'7",--' ., il.:,;,.: 2., -;:.,4 .:-...-•:T: ..,,,-;::::',', • ....t? :It =,>-.•,1 iiir'ireY-Or"•g€,!'-•••1 • • -, .' . ::• :• ..• •'-'1.•::'• board of control and the ••eiitii.ge'ger41'-',7•'-''-'....-.. '.'2.1'1'...•:,:-'••;'''' laidbe so •••••-••E,theeti404:•-•:"•:::.'". ::"-•-: • •f?'"•-•;',0•1 ;',. -.- .,' ''' '• ,•• ••• • .-.,, ,aut,.•••tha. ' ' '. ... • t the resent streets.and lote will be , , • .,, ..... . ... ,..,, ..,. • ..:,.. . - .''' . north to the south pierhead o Newport,..ba.„.... ,,.. • • -•, ,•,. -,- •- In the lease of said lands the prererence right to lease- . ,, .....• ..)•,/,,,::: • •••••. • d'.... - :•:- ,,,i,,:•-,"--;•,. •••• • • the . „:„ t. • . • . '' .• ••,,ihere17••••!"•,-.,. , • . -;,,, thoritc',., -'2.- •-:'-'. ''' •••• •••-- ris.„:Stii.4....: .1'..1'. authorized :•to.„.prepare, „.... • ‘."'• into the general is- - , '..,:g,-2:-... -.I, •••;•:::;•: "••‘•-: .....ek.60.11t‘t.....:P4 ..: • . • :-.••••,. r 1. :=••••n,--‘5-::;.; ',..i.v. :, •-;:.•.--. .:;y:-,.. : ,•':-. : ; . . '''''''s• ..::';'... . • • .. — . ii.]::ari4i4PCt9,/: . -2':•;- 1:'•,:1:;'.;-: ••:;,p4:12017,!. i • • .. . lthitWa • • .• • i; ;„ • • • :., : : - . :...: 1 -' ...- ...- '16-6Elli413,Sr: :::;tY carry; ..*;:• tli,S'pi‘Ol!Orl " v • ' - '',... '. ,.. ;'. -.:,..,17, ;2:',;::; 1.....;,„ .'' ':::••••,:••••,. ,•• ; '...,:•: ' ... : i ; ,./....,,-;;: .;::- •',.... ::‘,12:•.1.,;f:•,:L ... .H. ,,,:e: , . , . . -...: • ..,,, . •:' ....,: ',• .., , • " • : .' -••••' ... . ::-[...' -...-...../l. 1 Or : . • e. The (34177ieorStrl17,H, 17,1 to any,i410-S " of thls act. ,) • •:‘ • • -•'• • • „, , • . • • :;•" ,,.••••••,,... • • : "e...;• • , .,• • ' • •••• .; • . • • . • • • ;,:-;±2C,:',?;;•:;:. .^ i r. 'f n fZs.LL #2 : -o ':U3-fJ :c.tf ixY i.. rat' ljt 9.. :'„CS a�`±s}'nnt" tons • .057 ..19rto 1r<;3::.ite :.' -.4t .L ....2' ,`?.A t .•..k..: 3;�,ej:gsfi,. ;�p� .}..n s 7 i.at:.::t '" •. i:�.yi' KLLatf l4'.'>fzi i�-Soi;! E':l'],yµµ.:'ic`�.-.*.':J'v:r[i•.f.`'::.•1f.1.'.k:lin".�L''t'.JL ,f Fits: vLDDc.ua id5e -' a tr, ;.t•— �'• 2 `$ v': �'' '?9i:..+. `..'�7n''� .J ?":'F5:` 'S1C' - `t+.F3' :f19'?, • ,OB&V TL'd ;. 4.7 'tta tiec`flcr 1-Xj-p, 4:3ti`3`X:i*} `'▪ f' „1. a rt,ei f s, r .aB'i.i,:E;.••• LSr; ' �•5v 40c!.g:::00114.#10014Wtx4n1400.E(Eii:14.•"igubt#12*04,1AP • State . the arielh.COnaltiOna • (Approved. by',:the....Phpv6ther1101;41.::'5,',/1421•.' ,...„„,•„: . . The people of the State af 0aflf�rr4a. do ena�t as folloWst • SECTIOL,1 ys"::There is haitabh. granted,liotpqrs oration of the State.! of California, under lie*Ott bay, situated below the - Pacific -.00.4r1:'40t ',heretofore granted, cf.0ioingeYtahla.r.rorcliei'he 156 successora in trust fax' the tAses • •• Th ( • • • • • • . . • • "- gT.147:hP4Tip SS • .• ••. .•.•••••••,4„.-tpr•••:._„;-, t veme MiAltte41., • an • fax' the .L.-nr ectian ° t conduct •••hi .• • on of. bu].kheadg er breakwaters : - • -.:: iouxidaries, er for. the - , • : maintenance , ."" • ; ; otherand operatl.on thereon of wharves, .tooks, piers, alips, cuays, ways. and • - 'tt for the. promotion er aocomrnodatlon of. oomme-roe and:Y. navigation, and fax' the proteetion of • „ . • • •.• , • •prits-,- atie4,0e9re shall not at any tirne grant, eonvey,. give- -. • • ' , . " • • " • " h' • '• • . • :•., ar or any riar ereof o any firin? of corporation, ftp any purpose whatever; •prov2.ded, that said 'h. city or not exceedlng twenty-five y-eare for wharves, • and other ite••••_1(40'beetietia:"144.rd',00.Cts .rtC..,CO2100,.'..the-frOc.,.11.*•/'•••a"period tSa ;.:'i^ ^W F' 7 'ti rxe 7i•i. d' r; T'+ a'^ ( _ _ yr,: >< i� .� !%J• •4::; f • cl ..,..,.,.? .-.1 j`.L•+ PT v!7'?Y ..1 ▪ a s i7C;`i�i. " diTS Vt. i... -` 1 V ) 's'i?^ FC.�e 37t. asoe.t tT r �n T Tl k+ .. Yf"�'ei.. �f..r y^. a,.A. :^;i i'1C:�F.r'tM '.1�-f�4:mrtl'j# P: :I'. 'JTZ ri^y, . i;}:L='Viiu7l t':i:i'. i',, }fr � :v'. v: ^a S: ;, 9f}:j r :;..tt } "Or'roa', S` 33'tt4; • zIrvia V tf"i,C'„ r' r'� TO Il o 1: 5'.,[,. o..-i • IFS. '.e +i.Gt;' 4 4YG : P#�J Q. IIi a:i'J:? -c VC(' 4z7. ;Y' .1., V- �C .f...fs,. '297:'a7O t 3ti ©� 'trcK4f'.4324 _n. -X£) 1 :u' ! ::3 is zL t'' £ i . y`3a4 `1�°I tfl'Ty (1 S^i?�#3'JLr fF 3`t a" :ttS'T' 0�Y �':.£..4,1'.0 ., 'y ^IC".:ii`"'.`L i.bri0. ' a.t s',.i,. 'lb:]<'tt;obi.%, %:!r ty:.t 1 .7- ' ,tx'$3 V6 ,8 a 9M ,R.i tip i.75". .0 :fie .. ;..?S{ L.. t: 1'>;r1- $lx er.c. ffi' 'iu'ri':Sx, 1.1C ta41."ilt: '"i''1 r �.[OS y a.: :.Er 2 7 tte^ f ;z ' nI ds 3 'in✓'t3" l da r"S3i."ai!50''8"'1 '; fr`:.; :iN iir.i `';.'�G .I, i-: ':if 7p:SC', `!L . .xCl i.C.:3, l,1 (i`a.i 15 A f,i .Zt3 .i t? iiJ 9t'O"i'v 84 ' i'r. n.� �.✓ - ,l£ vN". 2" J a ETA Paagf,': - i `i -a ;r`1;is : "f.l `G>. i �_ l034::t--.. rt'G biIset,t i.ba. - , )r:;:..' e oo't. il:thl -- t Th :: f t'tI'I tsp. p c.O ec ; ell r L5. ''? ^x' J. " ci'33g a i 6' fi n:a 'F:1; Ira l"'"Fid.: E' a ``th ::rid. ^u:i.%C'1GL 'fiti'{t ZC .'.j}1f �3 t:l"", vk .rS:R^�' :crt xf.Pieprria4433:; .a .tZBVez $e''ii :,.aJC JS`... tr'+'•4'O .� t'- ,=.t'� ±J nt..;4 er .I-!?_ 4 f '9'.':9i .t � F:tvx 5't Yf,'i !:Fr^I :'` OHe^i:9, ti-:i v. • • . • ,and purpoees, and may lease aaid landg or any tart thereot' ?or , • • ••• '`•bon,Y17.;,..- ,••••‘•,,•••• . •:, • 2. •• to the state and shall always remain a tubflc harbor for all pur-. f calffornia shall • I 4111: • have at all times the right to use, without charge, all docke, piers, f d ••••-•: • allpa, quay and other lniprovement constructed on ''•:,7;11,',"'•':•:;'•:' • ".. E.•••,: • • . ai4 lan&s at' any part thereo for any teasel or other water �rft or opeta by the State of caltfornia. -• •or (e) In the inanagement, eonduot, or operation of said harbor • faol_3itires fo ev' • or be made, • . ce seers- The flo:43scflmtna • ••••• r any • autherfled or P California: • ••• • •••, • : • • .if" a. , ;•,•,;" , rr Cr•;••tig' ' z•'" „r• c.t ; • „" ••YC a ‘- • ' •••: ' `,1 1" 0 441:15,7,1 c.4‘rE1•44•°.‘ •: •„,••, • '1'.1:•••.•„.:::-;:•;::::7•: • • • ' 1' : • , . •••. • ; „.• •%•,"":.3 • tit 7Ci. ..„ .- ..,,,.., .., .•.„ • • ,:::::.::::::.5-.±,-.:t:. '',:',1'.“-:1-.-,'1:11,-'??.,, . '..±..' -•,.'..-.:.1:',.:1:.,:. ''...• , •.:,•'!.•-• 6e4,•-•:::-.;;;.••••ii-:...,;•::).:1:7';:tt.'''...: 7.:.:•,.. , ,..::::::...•ty:•.• ',:-:„• :.'•:.•:.1.).;- :‘:T.::: • -,:( • ' • :2••••:"•;:•*: ::::: ' ' ' •.' c• :'•::-. t:IJ,•••ti'lL4•1,4 "••'•••'4,if'i.'71.:•:7: .•.: :•-•...„' ... 1:. ' • : ;:,:::::::::...:•...:;•..:,-; , .:7,::::::"?.„.:: : ,.;. . 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Viten! tor•••the- Proieg0.6e:."61!"..lende within 2ta boundaries, or tor the proteetlon ftit•ii • harb.pr' • • and tor• •tha•-.coniltractlictfr, • piii:htanincit•i44: •••-•‘- • ••--operation . theregn et wharves, :CiugYk, waYs ant.-• •streets and g-pler•.p.ti1).:tipe;-., structures and appliances necessary or • ' .;,••,-•Th • T: a.oaverlicnit for •"•the - proratitton 'or...aagoninoti4Sen,':ot..)::getigneree gatl.on, and tor the protection • ofj.ltha••••••ThieCle withth sald tit7. An4;.• -7••••••••:'-••.•;:i:•.;- sai4,:ettY• •'c..r.`-• s4eeessgre:•: shall not • at'. any: , time gragi;',convey,• •• "- _ . • . site or. alien ...sit-1d lands or any part • there, of-;•it).;,-..ahy i'-irm-•-•or.lagrporiti;orto- or any ourpose *h.a•iI te.r;. •..prg.704e ‘.' •1••,.•.'; . _ _ :HA • • • fmLflu7174c1.T.;:s1;i .4.1o•:` d1:41,3;P: ; • ';• 3n t. 4,4S-tt •"';'6541 ‘,";!,::••,.." :• 17' tr,„ ,a it "'Aril -71;:c,4417m.:Pr, , ; • :r. iTit-Li-',-,.(c,:ak7r,litii-?;2,•2••;:..5s-iTi4 . . "::,•0;44.o : ^ r- 0P1 -; ""; ' , • " . ;?.1. ' ;'• JS y ti trj-t4c1•";-; - • . • , • t• ;:t kr, f e ..?".a4 • • , : ;6' zit j 27:r —fri'' '';;;• : :;: -"t-€1.:; • , att?.&71 : , .;; • „ . • "±C4,;:!.P .Pqr! • . ' • • • ';,":" tj't .1:2•••?•,4•'";;;.;,.;:', • • '. • : lo f0:1:O • ."‘u • 44310'1 sc-im0 u;P: ••••••,- s • • , ;cf.113:(1a:.•B-Hrl° t". • ; • • .itock.t.n2';• • - • 7 ' • .1' ; ;‘, ' ' ": F.' Air!' *A Fe L 119s4 j'.3 , , • CI ,..;,rteAS it 1 o 61A.B t." ,; ; •r f 4r.:6 „. -;.,:-: • , . A ,-.3- 4,7,-: . , ' •,. :.', • . ,: : ', •,"' ‘',. biin , . • I • . • • .7',•",verttlrea 4 l 9d7 11:53 net': r -a riJ::.“-= E5LWW , . , • ' ; ; . • . „ t'; •••A's) •••‘,, .‘",n;-4-ni?' '" ' • ' n0J3° • „ , , , . • . • • city or jts -;•'" ••• • ' •.•• ••••• •••,:t .• '‘,;•=1.=.•"••• • • ;••••6•44;43.1 • •• „ •"../ '-•••;-...;•:•:,•••—• , '• • years'•••• • , :••,• -..• • •. r pubflc uaes and periode, In any,event not to e±caed.fiftt•ykatec•,fpr,-.#tit5.:04.c1„afl , . ' •purpQsee whichshall hot:'.interitere,:;;With;„:commerce •50.1•11P,7145tatt1-91'1:Ar,'4' , • •,12-: •':- are . not inconslstent rtt4iici the trusts. Cgen:.which said lands are he.ld. - by the State . . , . . . . . . . (tt):••••• Sa:14"harbor shall be it4art •'. to the cate-te•-='.and..shttlI-4wayn • •:' •., gose.Ei • Of :--Coatnitrot and navigation, and . the State .14.0214, hs- • L..,have at all tinie.s[•,.ihe rlght to use, -.4iit1;e4t'-9.04t.:all wharves,L..:±=1::,:.;•-;-:•;,:*.;-:„1:: • .. •: .docks, ers, sttpa, quays and other veinent t. lands or any. part c •theritirt-,torj'ant vessel or other water craft or •ratiroal owned or . bi)erateclA by the State of].California.: • • • the management,opetatieh of >an44-•he,rhor7:H .'.•any••'.•of the aft•Vii:Spe0:5•:-.1t1Pr,J aph••• ("a) no diecrimination: in factilties t�r any :gee ‘. or servioe ih• cohhe , "•-:ever be made, au thbil tad ar perni1tted by saidcts, ar by „ I,ceesoia= •<==tlae.;:alanaliete right to ftsh th the :waters ht.aid harbor . - With theright ef cocriliAnc: aeon en • to said water over said • lands '„ • „: ory:enjd- Durp o s 2-1•is.• hereby resened -tea, the :people of the State f ce; ;• :•:• L, • 1:: = • =•-•.; fS 'rC�i .r�5`SSI '3gEAiar_<?s.. 1., :3.'. it G :V','73 Ka-r. .Q 4S0ii Qi `S:kr o!'*• •;/ ';f '4J ^T 5 t37• rv:i`l r Afr st�l, `^.if rY r v,.�'.:9'si�'C":: ell:7 `.?.k'; X lO13I`'1 trj'_.{CF 9Q:i Ds (1 �'.a .. ii°fiCy .. vi 5.l=; t3'rv2.ido `1.71ef11.i':: T.:,.13..3 C'r is 'IIfi .'3 t_13: s 3"' V;.,a ,r ...;i fC'YS';.? r lablilb176': t"EF '"f.:: r't3n d .1ri f �tf r.'. TPc .f j r r T$, K'l ': `_ w 29: x3 .> $1_,'i0'.. ' •..'� t-'r- .' L Stt3 "".Cc' ''toOkte. `f.: {'Cfi .-x.. 8IJ-ZG 1: ,: 4{ .3,8 stt) i. C.fBi"". 'IC 1lt}.:4ti �!�J �' i&SS crcn;rc r� w rys 4. n ;jt�f .. R3`i F• L'el-t-LJnt �. 'a - at.,_S.:.t liF '!tt 29. a ^i ±3"Y.`:...f#�rJ- f .FL13u ga'r3 ' 2' `i-•.�;. ?5 1'Ic 7', '" t'stl(. � "R'L i�:.. ..�nx'IS .s. n1 :vli, rt.tT:51 ,tyf.....4' .1. •.'T06' S c,n ...-J '8� -; YEA 9:`J-;f %;J/...�'.? 9.:.v K"l.?-..if .: C f39�i-CmC,rl z�.'.: 5� '�Pi .9Ci fETZT Ci ' Ti-,,, !�� Ior :,i,�,S `7.a:$a`.. '+.. f .�. t •c 'S°i a "3 ?& F. - 3: '.£ . ' to ,i'4( 4}'.. �, - C`T. Aqt,,;tai, 192'9 CITY mum: 010 t919 tatatee .199) p-ege -274i. chapter 0144.:, An aet relatln&to the granting of franchlsea upon, and 1easen -...... :„ . , I • „„ tddeland.4-;-:hei4tafore granted. to 'the...-elj'PY--.-.01'....:-14e!P?r,..; • ;.. 8 eaalf by the ,State ofGalirornis.• ,- ........ _ •.....,11App;roved. by.' thi...novernor. .19219; e'fiee-t -august .• -...• ..,•.,••• • • • ;1- The people br..thel,•State • .1 SECTI014.,1.4.• ..R.The;.:b1,ty •Of, Newport Beach, 414 is',:s4P-c'e.!39.r. 2 • : • :.'" is bei-ebr..autlialqz.,estt to giantrifireboaleee.-IfOi...e-, not ex- eeeding • tifty • 'years:. f. or wharvesanather pubite b sag • and pur- poses, .-to lease for a:p:,tipcly. not'. exceeding...fltty4earg • for ;;;;•';.;"";" .. purpOsee,-- consiatent with the.•truet..apiin le,hleh,„tidelanda are held „.. •by the -.State., OrCalifornia.;; and. with the re c.ii-reateate...;Of :opiameroa.: ., • :..... . • . . upon, :the tidel3fldz• ( • . .fierit6t-are-SientediO• the ; - • - • - :". ;: • • ;.• • siona .91•••an aot entitled TMAn sibi:...rantini..,beitefa;.tide1itada:..ana.,:•;...., • submerged -iando, at the State 1.4-.pp.11,1± osinia :I to i the ,of.ty: or:,:.:11.097; -port Beach, Opt certaftf: trusts and; do„nditialie,.; :-.-appi,010.42$164T. •. r..i,i..---•-:. :-.:'.„ ,. t.,-.,- ;'-iidi'llaill-e,t• -:.7.',:,,,,41/44 25i ' lin% :: and under -the....prOitiloner.ot .:‘,.anf•itet.ictnt#1194 An: !te..:-';:.' atr tia,plan- -;...s.•, and::: 41.1.b!!!'r5.: , ::.- • I: .:,..„.,,,neci...i4'0-t!, ',......::' ;-•Ii.,.-1.' .i '.. . - • gr4n '...he. ciir 1,9f. - :: : , c•.- . - ,„” .. ..iimita - . 1 ibriala: ta..- t aondittOnsi, . - • i-„ine: 1ST- :- -.• . ' - ...;:./.:::. : a‘;70;pdri-.2. P!.; ; : ; :;::- .• :•'.titifi:.-,61!...' .fsn.•&:''.. . . . tefa --,-,- 7.77."; I,. ,-; .1..• ;.-i-s-iita-;:..40171-'.T.....,..,..:::•;•:, .. 4,41495:1 aPproved. 'APril. Si ,.1.927,;: any. „ %a.. ; the State of of leers 'et such .. fran'offiejea:;! and • leases, .' Oentainedc:4-0:•:...0.41ther,icsr . .,.... -:,,,,,. „:,.„ •., .;,,...,,..;,;,; said a et a to the contrary notwithstanding. .4e121 TO Want sitr?au ..)22°1 etap., a„ akirt ',"•", -.... rf. , 1,--, £MEMDING::•-doutit:T7--- ..--.:-.:444:' .4RAAqik-iIj'T'E-- ....- .,.---1919-' ,.„.:A•ot.•;0*..:•i5221‘,.:: ; • -- 0:. ' -f. ;11. age 74, Chapter (Statutes•192; !;-..---iiAn' :6;..,,cik' it-eix:1r3Hg-_,H..:::.-•,:,,.....:•:-:-'•••!.•••7.- ,, . , ,. , ...• . ...,. , - --- certaln .. : .: •..,•::••, - • ' -Y--- - ---: s- . :_..,„•••• -, .. - :•. ' -1-1:::;::::,,--;-2:,:;*,..-.:-..::: - '::::.':::'?..-:::•_.; ... ., :...„ , : , .:, •1.........1:;.,„1.4;•t•-i'.. - ,---.11-i-:” :,-.4it--E!'F:t...1.:•.-.2-.. -- - • ..-- . •---!.:'::•'-'....5•-&iiriol...-1---...,!•:-1:,-• .:-•:-. :-.,.- --:-.:-.•-:' - .:...yt to., .-iiiiend-.-0.:-lands.'lar"'d' •:-,' ' ''. . ' ' ... -...- . : - -.E'EE' %-.--'1-Eri' - ::'.iiiinr1:-.?!..".:.-,:!:---.:-, „ii.,....-6tat!;;Pc7:-:',-;',----...t• -- --': • -.:::.•-• l::-.:.::••••'>-••••••••::::,:.:•-• .] riiete An ..1-c• ,.. ,, -,..;•••••,,i.„-:,-. •-,-/-..;•;•-; ,-.7sittb*alr .-.,_:-- .. -.._.:.•• • _ .:-„,..-,...:.• ' ,.._--ei.inta,1;:n :Z,.-,,,,-.r...- ',-;:..-;... --.•-1-1•- ' =,--::.".::::-.:-1,.:- --:„::,:.--,:•••••::::---t::::::::.- • tiaietd45.00g:• and --7 :2-.,"'E-:-.E- • -•.C-'-•:--- t-e-. 4UPPITE9 -•••• : -"-: -1:::E:';:c ' : of ange in said cgrantingi.:of cip: tta.i., , : t,, ;i,...0„, ,,..; 1{,i: a....::15i5tp77lMayciii:::iiict-.1::•,**,?,"171rthereln granted to' .),',:',,:,; :::. :: '.„;1:'' ,..:1 ;.,--,' :: ::;,..1.,',:.:.:::::::1;EY',1,;::1:':::,::1:' •-•,.:J il. the county . .4., ,. ,:1'..14...,t?',:;44--::', . . ..,,,,,e-'•' r,-0.iang $::-:.? l .. -,'''',•••it'efr!;.1.- t1' ,:../1A-tp:pottP.. - .- --. . ---.---:-: . '- --.21? 2---1-7 - '-;1'.•3::'': 'a.Se49 ,:--•::•:--•"=v- ---7f-"'-'-i-:- i:-.--- '•:':- , ...-c-,- -- - the Stateof nla -- -- ..: ttilocL,A t .-' -- = - - --It- • ' . .1.''' _.•:.,.._ . ,- . 7 :1 :' .'';":"''''' .104113..'''''.. The people y.:...,,,,,,„,.• :H..:1,,,i.,.,.,,,::::.,1:,,.,,,,,:i...,,,..,,,.., .ei0,r4--.)*ti ii :- ".. :-:-.:. SI6*:...191:1t‘an -E''' certairi tidelands and a:: 1ari:a-,.''91 '11::12,13:P"..1.::::;:;‘-ifi; H $3' tli :*iY' 4;'::11:':11:111:111.1:1:11 • cond±tiona,'t approved May25, 1919, is hereby amended to: read asi •fo Sectioni. reby grantedtothe 11011.:,*;"...'--.f:.:' :,1A::'11°,1-:.:•'...t ; title:it:6 4!9.'-':'''''' ';'-"-:'.1'11:?::t.:.:;)':,-;':::::: • '.';':"..:;.*: !1-,i`i..'•.1,." . ,-.--..Therf3:::1•;‘;gP:, -, • ,.-.: • . , - - virtue:„: C',4:-...'.._- ear,' 7..-• ::::: k:..!--...• •:-:- .1',„:::.!:•:', er- ty:--.-cl -- • -;,..-:,:-:--. - -•.::-.;:: - • , ...,...,..„,• --.: ,-.I suo re all of the ds and toa:a .,.. - by sad state idelan. ty-• 9,--"- ...4-:::::-•.::,•:,:.:-.• ::-.:•-•-,::•:•-• .-i-d-.:-ItE..P--.-,-. .'-hild- i-'..::,-- i • k the -::--::-.tr4i1E-0-::H.0E.--:., :.,..*:..:>•,i):,::::,. :.'::•-•.--::.'..," f -.:abld:E: . , rilJ,4: •portion '2:--...: •-• -:, ., . „Ili: '-'•-pl,-..': --: --: --.• .-....-:: ite,_-: 0k:',',Y-:317.11.::;:, lt that $t!./::::::::-.f.d:vta-e.,-:.-..? .''._ - • - der:Y!!! ::±-.11-ffi - :::-:.•--,-.. ' the e --- -- 13.0 _...._ . ,_. ••• , • • y _••,._ ort ,,,y,,y., • . 4iiii."4-n.,:y.-:: itha-4,,,,:-,-.--. - -'-i*!::,:,-:-.-,-. ,EIb#1--r!".-,---'.-ccH,,----L-''',v':-'',H2.''"±. lts sign,y:.-,,:::.--,,.::::-.---.- g-:-.111)94-1„:,;--; :-...-the.:::g97-.E.-±i',.1-.'eal",TE- ----i- EE;:.2•41:....-:-::: ..-2,iigq-E153,ih,:,:):••• ...:E::•;±•:-.,H1;:::::-.'"IE:C1.•' ..• . detin, of thet iev0. :-....,,,:;: ,:,:„.•-t:•::„.•ii„,,..::,...••,,,,7.,,,•,•;••• h.oh - : , ,• ., . - .•bor - ..-- , -.. .. t.sicle-..•-•:, _. • .::::-. as-ion1-:-:--•:-.: •, :-- .;•.„•-•::.:•.t. for-thez--:-:--.- - . _-.:•;;-:::::....-• -.-2.:-.T.:----.::.-.-:: • •••:.::,:•;-.- 140dP„:.}:••.- -.:•:::;:.:,-,,,--::::eti,e'..:c1.•:••,..,:-,bra,Ii • • •.,•,-1„7.'_:-.....-, :""..7,.trgE1,,---- - --• :.:, 7. .ywizt_Z-,-z•-..c•f• :::':!-,.•.,:;-::::::,.:.:-...;- • ',-, , ••••,',:::E.:.: :'.g(t431;'f.'.:iiiiiii`91?-iiOlOStP13'.!.3:1,011g•.- -:•-':;;;:•:;:1:'-' : :•:.:b‘uo7:•••.F::•••-:::',. •••:::•:•;.: E'.',':[:':;;E'l: Newp , to • . . :;:-:•---:-.:"'-'' - rr:-?..-••••-: ''-':- --- ti, -Oh ;.:- :!'I -:by ':4*.•-•tf.;•16(P..0::ilf:9. 1:i?:1,,°:.- .--,''':'' :•"•:1: 'i: .;:-..: -,1:1.V...?:.'••• e'liti•:5!-,.; -- :•.isthEV: ...... .-,. • - : :I- -- ... : 0 aii.44- '.: • - ' . . :" :...-:-Eirifi..1'.•:-.:;,,•-•?:---.:::,- ,"-,,ti...•;..H...,•:::• ...•'.....,-,'... ;,•:-•.....;.•-.e.,':! ?.., :,..:; :.•:.:.'.:::. ., ..:. , .. ..: ..-- ,..;•.zsa14:.- - .::. -..,.....-..• :-,•.-7-:: :..te..•.-,;cp.•, •-, -. - -- • t: -- •;,•e•gii,,Li. -:- :.:.;..:...;.':...-" .riliii:Heg)•-. '., ,.....,:: .--,:i..---.:'.. • 1,..•• ::.',..-r:....:.,H::.::.:- ::;,..:-i.-J.,,,,.,:-.'", improvenient uct T.:'. .? ',,,,.il. ,. ' 1 iiiit(VtrCl... :.,.. --."•:. ciij1siclq establishment,"...::-.-.....ii.40.:P41? ...,-s,.-..-;--....„--• boundaries,.,..;:,,:, :5••,;_:,..,... :••• , •• :,..,....::.).,).,,,, '•'.. oon • . .• : :;::(.60- '1:7. .. ..-.... -,.. ..- . the ,.-1-,-i:iin.4 •-;-;,_,-7--'-;:'-iii-,!-),.-Z,‘ '' ,.. :::••',-:.-,?:;:i.„':%•:•:-•••7 :: - • :" : or breakwaters for the :: ic.„..!.:::,:,,!,...„,;:.•-.. - iiiiibrt7:„-,:-Th:-..--_,..,:'-:::,•': a harbor and fax': ttiP•7::,---:„' ioti•:::-.'0;--: . 1":.: • ---,.trie,..'.-.;.',.. -,.,... or fax'-.:-..tliec-..pF.,_:1,::::::_c.......x:.,....;, ion: 'R.-- solely .: - establishment :, -- - -- - 40-107: ---- - eon' ' ' tibtle t its harbor, and for gat2J'. ,+.��Q •43nC '..+'.tt- C? Oil.H'i 1 0. i/.1.1,CM o ,:t.a 1b1k'u.• . w. t•J'.+ f c,S r Y. '..JTJ ": "``-:t 8 nJ *i.%® i.*. EL' a k' :' gilt?:t t • r. .Y :i:'t'v „M1fl..� t c `.:IC . I+t,$•: 4, e' 1.6 turzl •^;<mo}yGti'2 f`FT6. aD r;.SZ.9':L' J!i:.4 iir0O>e.1?1 ', .i tfp! 214.4a 'tr. t.0 J 4; t:9riE '*vr9:•c::, s'2. sr'.z:� � L�, r�!.19ItC'i ^'fi t1:)C t,;' 93 :�:i`, t 7;' 8: v" 3•C JIP" ]'ZC 99ve! : c LaJ i•ai::Sk .'.f.‘t:,.i 6l7 r3C^F ..r i..t; 'i' n F; �;+'.3C_ a .. •:".-':� '29+; tJS8".LCfi.,.•r3 9,:,39u'.3 w �'?..e' 3 .W: e6 .'Cr 7 "In.}' 1ST): "¢: f'.2f3i; 11'A}i.fiC +., 2.`�•'i J' ..+ i;�', F _ E3 .4 7::�f. 13F: io:f v. brtb6 • 234'.4a"`tr '0 iii:f4r,r'y. i,."!1 •60197... :o=iv CL.k:iY1!.i.A • f;_ f : tf"='}' rhlu ^S.'S.7t" G"t t+6 3' 1-)a. �cf Iddr 4.39 tinv '1•C• t` `ibtfi _t. si. -.p1 ..)641. aC. t'7 ;3o;t,'`,or�. t� ..,'S1. .:"-3'S$t..0.449K ••,-1712i'i-';:: s . . --iiiii3.4..epati „.,,..:.: Z ..,...c... ., ... ' • ' •••,,.- „ . ,... „'...„.1611.iii01":, .try.:r.01.•,!2......•,:..(;..,•:.!.-;••:.'.:.(l'ilf::,':::::.:,-.:''.,5:•-.:tiillo7::.';;;•::::::',1'y.;',.-.",•••'-±.•:,i.,.,,•,.. i-.•':::941--'11•,,:•:;Th.E,..2. :: •„••• .. - ' ' - t'.•; '''',:••'''—'•:--.ititl.1.,..-, ...;::,..,...,...2,,,.. ,..... ,:...,.,.. iiii.,,Ttie, r'-'• .•:. '::- ....;. , .,...„.. . •- • ' ''•-:: ''. : ''''-''''. ''' 61:itl11C3PC''::::?:;..;-:.' .' n of „ ..:. accallim pdat 1.plands,:...,,,..,,, -t .„... witit . '....,,:-...-.: .---..,-..,...- '---- - aEjhal,f1-7,•:: ' " • . of; • for .a: is-rifilid14 (441.:: or any part rha tever;"1),r071-qe of -far aper1od not structures '''.iirilAitt ''4 !!!!"-,.. convenient ';0-.17:-'.....„:::i..,the ':::6/'‘':::t::,?,,t e7 . ...,..:....,...„....,! erca:-..aricli---payla....,:c and the dfe0-..J',.:.:.:..,..,,,,„,,i,.,.,....:,,...::...,,..,.... And•--a.i4:,*Ozitt„7::.. .„. • ",-:i: -.::: frip.,,:eo.4::...4:0?9171,7,,:::,:::,,:..tve or ±.±04;:.'iiti4.•...??..:•':.:1:;',....;:ii:Pyi..,:!,,,:i.c7:::..,: at any time ,6;:::§-.-!#?...SI;i:..i.g..,::-.:. -. nbr.;:,e 0iSEPF±,,,,i-L*.,H, • At purpo • period not exceeding flfty.years . • : vPz11713: • ' -The• ;H''•••-• the truet upon whioh eaid lands are held by the State ot C.alt# • ..hitrb°27:;•,-;•!„;';,: • • '',•-•:thremain a publio harbor :7- •••-witY0/,'''-' • shail be improved by sald th°11Z.'' al • ••-•:•••• • • ••:' "•• • • • • • ••</y.:•• : '•: .. • :•.• • !''t eio46.4 ‘t .,1 9.-7TS3 •;.• a: ti 214 2:;:p I" • ":: "lkr1"-.-ii ;•'•$ 410 tf; rs.): Lnt.VX,f)r-rs;, .4•0-1,-,t,:;41.i,..c.,i1,1*(e7,1,'P,. • s' r•it :7 71 e‘it:1,5.71!;: ; • ;; .• • • .6-tri,,•,i r k /,•• • 11±1 • •-lem (rf.trry a : • : • „:".„•!: ; E.11,0.,-St.t..iv.(75 • b 5:.;1:7t • ' i:; • ic t. 6 )?.c,`,•,-..,isaish-..t.'ppetr,..-.e,i1;1'45 il • rt ; • - .; • : ti • e „ :f ' ' :) • • k.6 : ...J..: • • : • : • ,;,.; . • : , • • : tin ' • / . . . f1Z/ ') • ' " ' " " " " • , • " " • ?;;„„., • , „ ....... the waters of said harbor with the right of convenient access to said water over said lands for said purpose is hereby re- served to the people of the State of California. 3 . iT :••• 2.tsoc 7C:2 0. • /o • 1••;.‘" . . • n9": ‘1(.,P 9?.44i.t.• et at 'T c;)thirch. hi 4:30, r.rcft lilt; ;`) a • .urt • • - =. :.::„" . 2.‘ •2' ; - - '2, 2.: • • ."":2 - • •••=';':‘• . • . „ : „ • • :•• ,." ••••• • • •••,, " • :2 • : . . t • , DESCRIPTI O N A11 that portion of the tide and submerged lands of Newport Bay in the County. of Orange, State of California, which are outside the corporate limits of the City of Newport Beach, granted to the County of Orange under grant from the Legislature of the State of California by act approved May 20th, 1919, described as follows,, to wits Beginning at:the intersection of the City Boundary Line of the City of Newport Beach, State of California, with the U. $. Government Bulkhead line between U. S. Stations 129 and 130, as shown on the map of the Survey of Newport Bay showing harbor lines approved by the War Department January 18th, 1917; running thence;South 610 DOI.East along •said Bulkhead line 2274.91feet to Station 100 as shown by Decree. No. 20436 of the Superior Court of the. State of California, in and for the County of Orange, recorded in Book 651, at page 7.2, of Deeds, records of Orange County, California; thence North 290 COI East 632.07 feet to Station No. 131 of said Decree, said Station being in the Southerly line of the 80 foot right of way of theCalifornia State Highway as shown on Sheet No. 2, Section B, Route 60, County of Orange • Division VII. of plans approved by the California Highway Commission on November 19th, 1923 and on file in the office of the said California Highway Commission; thence Westerly along said Southerly line of the 80 foot right of way of the California State Highway to an intersection with the boundaryline of the City of Newport Beach; thence South— westerly along said City boundary line to the point of beginning. 4 ' 5 7 8 9 10 11 12 13 • 14 15 16 .17 i8. 12 - 7.20 21 22 23 24 25 26 27. 28 29 30 31 32 MIWt. Jannary 15, 1917. Page 472 e , / • it fr Lew H. Wallace was read callingattentien to--thematter o e • ng o a • to be presented to the Legielaturs asking that they define the channel of the Santa Ana River, Roved by trustee G. P. Wilson seconded by trustee Glenn Helms and carried t the same be referred to city attorney Bishop to draw up and present the Bill. MINUTES: March. eth, 1917. Page 186 Passing demand sending Bishop to Sacramento. Moved by trustee g-A: Robinson, seconded by trustee J.C. McCain and carried that a Demand be allowed and. warrant drawn to cover in the sum of $150.00 to defray the expenses incurred by the City Attorney in connection with hia trip to Sacramento in the interest of the "Tide Land:Oill4 MINUTES. march 2Sth„ 1917. Page 192. The clerk was instructed to notify the chairman of the board of Supervisors, and the chairman of the eounty harbor commission, that a committee of the whole would meet with them at their pleasure for a conference relative to a change of the channel of the Santa Ana river. MINUTES. July 9, 1937. - Page .218.e. REPORT Of. LEEDS A-BARNARD ON CONTROL OE OUTLET OF SANTA. ANKRIYER. Mr. WA;Barnard of Leeds and Barnard rendered a report regard! the control Of -the outlet of the Santa Ana River. It'wasemovedebYe Trustee Greeley, -Seconded by Trustee McCain and carried that the. Clerk be ineaructid to give a copy e)f the report to See!y.G.P.Wile0 in order the; a meeting might be called of those interested. MINUTES. , 1918., 7301.p..m.. .Pege 295. e supplemental eontract.with the NorthAmBeican Dredging Octaves, Presented by the City Engineer Paul E. Xreesly, and itewee.MoVed by. Truetee J.J.Sehnitker, seconded by TruateeiGep.P.Wilsnflandbarrie that the talks be executed by the city. It wan moved by Trustee McC•ain and carried that •the loan. Dredging Co. be placed instructions that if signed permitted to begin dredging J.J.Schnitker0seconded by TrusteeJ.C. supplemental contract with the North in the hands of the City Engineer with by the North American Dredging goesthsY at 16th St.lothervise at 25th pt. MINUTES. March. 17th,1919, Page1306. It was moved by Trustee L.S.Wilkineon:neconded by.Trustee J.J. Schnitker,that the of G.F.Gothridge for 465,000.00 Channel pieta= Bonds at par and. accrued interest and one-half of the cost •f printing the bonds,be aCcepted,said bonds to be delivered April 1, 19. The roll was called and all the Trustees voted *Ayeleae fellows:- Trustees .I.P.Greeley,J.J.Schnitker,Geo.P.Wilsonel.C.seCain,LeSigil kinson; Noes,none; absent, none. It was moved by Trustee J.C.McCain and seconded by Trustee,Gen. Wilson that the Resolution as read concerning the re -hiring of drs from the North American Dredging Co.,be amended and adopted, and t the President and Clerk of the Board to authorized to execute a sup le - mental contract with said dredging company embodying the Changes i width of the ehannel-as recommended by the City Engineer; The roll called and all the Trustees voted °Ayes, as follows: Trudtees J.P. Greeley, J.J.Schnitker,Geo.P.Wilson,J.C.McCain, L.S.Wilkinson; Nees re be none; absent, none. 6 7. 8 9 10 11 12 13 14 15 16 17 18 19 20 it 21 22 23 24 25 26 27 28 29 30 31 32 =4.,1313523NESS:,:.? _ City cat.tterney" Bishop • 0:064HVaftt Mr. kitae vould like to get the legislature to dielneorparite the land taken into the Qi some tine: ago through :an oversighttland the.: city Attorney...Went& the authority to pay to the .legislature that it was the desire 16f: Board of : Trustees: to Correia t 1: the eter1or boundaries of the City to, leave out the Irvine property. • 1 :: On: motion at Trustee J.J. achni titer::: seconded by Trustee. Geo.. P son: and Carr:1Pd,, the City Attorney was inatrunted to put a. to throu:•:,-.•: the legislature to that 'street: ••, • ,. Feb., Qh:abtiOn Of „ Trustee J.J. •:3Chnitkeri!akoond.ed by .Atate*:'10Etko:.. :P and berried, the City.,Eogineer wat.irtstrUcteicl to nektIa'. survey from, the bridge to:the City. 'limits on the north air* 0:: the City, but not to :ta..ke in -any:new .territory. . : " • On sootier! of Trustee 40J. Wilson "seconded by _Tito:stye J.J. itker and carried,; .t,he IBoard• wen to „act eta 00malttee. :',or the whole - with -?thoe.-City 'Engineer and City Attorney, for. a 'eta-lerem* on the .exclusion of certain territory frotq. ,the City, Of NOWport Beach now before the 'legislature, 2' meet at the call Of City Attorney:" Bishop! • „ :•, , •• : • • - ' ' • : MilipTC8:;:1,14nrch 7, 1921; . Pe : The matter :of the Ncirtin .boinkla:rY: of the City Was taken up and -cusr. Engineer :grossly stalied::ne;,nad f'ini shed', the sharceyint:aJ sent Sane •to Los Angeles to be .put • in • Shape :for jprO-sentatio4!%'. Thematter of the exclusion or the Irvine property:tiete discussed at: length .and City Attorney :Bishon;:thought the City make their word good by excludingit!• Sr! Wallace stated lir!•:: did _not :want the. City to put a sewage dispodal plant on the land, t, .City: "Attorney. eta:Led it could be done: by condemnation. Ne:.4ter action was ,taen•t this titse.; • , ". . " SINUTgS, !ay 2, 1921. Page 425.:, • , .„ . . . . • , - . City • Attorney, AI. SOP: gave: a brief synOpsik of the4orr narbor bills which he bad been:: instruthental in. getting • through :St leg- islature and • which were now ready for,:the: Governor's 0 igriaturt, : ;I and on action OrTitna tee J.J. Schnitker seconded by Trustee Wilkinson and carried; the , report was accented:and: the laityL Attics highly complimented for the success . of: his- efforts brithe Board. of .' • ,frusteda on: behalf Of: •the Board and the:::eitiseria : at:large.: : • 14)111ITES., Fkb. 26, 1923. , • : . " , • On motion :of :Trustee: LS-WilkinsonseCooded.ty. Tnstee LC. Sloan and carried, the Gessnittee was askedi:tef:' return the • deed. of Jamie ;rvine for"the:I500 foot strip-yalang• the bay front, and, nek:„Ir, him t,o rewrite ,it ge:,tallced with Co�ittee. •::: : :1" I • .*: MINUTES. Dec.'15, 1924. This being Monday the 15th day of jtecember01924; and the first regular meeting of the Board of Tfusteei of the -City ,of 'Novo Beach Provided for and held after the day on Whio.h was Conducted the election in and for said city, to determine whether the bOundarine thereof should be altered or not, and certain uninhabited' territory, a part of said city; be excluded therefrom which election as sal and ordered to be .held by &dinanoe No.266,1,of the City -.of Newport 2 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 : 29 30 31 32 Beech, anA WMALdultlheld On See4144-the' 2nd. daY ef Deieeher 1 appearing that the returns of said.election had been duly mai in the possession of the Qlerk.of said City of Newport Beach, the were ordered opened and the, Beard of Trustees proceeded to a:1441d canvass Said returns, from which returns and the,caneassthereof, appeared'aed the -Board of Trustees of the City of Newport Beac fl order it to be here established of records_ (1) The proposition submitted to the electors of the City of Newport Beroh.at said election was 9hall the boupdarles of the fly' of Newport Beach btsaltered and that certain uninhabited'territerY hereinafter despribedi now a part of said city, be excluded there • 1' (2) At the election votes were cast for and against the p position-as:follows' Precinct No. 1- For Exclusion --- 65 votes Against exclusiome,r- 'votes Total 'vetes,---r, 8 votes Precinct No. 2- For votes ' Against Exclusion .6 Vete, Total Votes bOttee Pre:Sinet No. For Exclusicm 30 Totes Total votes 35vote, Against votes Total totsitstf�r exClusion--- ----156 votes Total votes east against _exclusion— 14 Total votes east -170 votes (3) A majority of all the Votes oast were Oast in favor of the exclusion from the city of Newport Beach of the said uniebelsi. territory. Wherefore, it was thereupon by 'the Board, oftrustees of the City of Newport Beach ordered and directed as follows: " • (a) That the boundariesOf the el:tic:ft Newport Beach ne'al- tered aed that .certain uninhabited territory now a parte; said oit be iieluded'therefrom and which is described as follpwsi Located in the City of. Newport. Beach, County of .0i.shget I State of California, and beginning at the intersection of the south westerly prolongation' of the center line of treine.Avenue, as said 'Irvine Avenue is laid out and.shown upon a Map of First -Addition to Newport Heights, as recorded in Miscellaneous maps Book 48page 944 Records of Orange ConntYl-Celifornia, and a -line; which line 18.393 feet northeasterly of and parallel with the bulkhead line extending from, U.S. Bulkhead Station No; 170, to. U.S. Bulkhead Station No. 175, as said Bulkhead line and bulkhead stations are laid out and shown up. , a Map of Newport Bay,. California, showing harbor lines, 'approval the War Department January 18* 1917; thence -southeasterly along.* line, Nhich line is 35.0 feet northeasterly of and, parallel with the aforesaid bulkhead line extending between bulkhead stations No. 170 And No: 175, a -distance of 5700 feet to q Poizt; thence southeaster in a direct line to a point in the westerly line of section 35, to shin 6 month, range 10 west, S.B.BA.M., *Joh pant is 1850 feet s therly of.the nortbyeaterly corner of said. Section 3; thence south 51'degrees east a distance of koo feet'to a. point; thanes "north 46- degrees 37 minutes.esst to U.B.Tulhhea4 Station No.150, as shot laid out upon. the aforesaid Map .of Newport laart7.0elifernia, showing harbor tines; thence north 46 degrees 37 minutes' east along a line o its intermit:tic:flit:a line, which'line ia200:fiet northerly of parallel with the bulkhead line extending 1rom ,U.S.Bulkhead. Stone*: 4 9 10 • 11 12 13 14 15. 16 17 18 19 20 • 21 22 23 • 25 26 27 28 29 30 31 32 fr• ' cf.1 f rt No. 151 to 4.2. Bulkhead:Station- So.H154.as nid bulkhead :: line *61 tolkhaad:*tationa are iiid out and - Sheen UpOil: the- aforesaid Ilap'-of Newport: '4ar, California, showing harbor lineer_thenon duelEiet. al a:line,- which lineis 200 feet northerly of and paraller'-With that,: store Said bulkhead , lineextending from. U.S. Bulkhead-Statien. No.151 to T4S.BUl*head -StatiPn N0.1520 a. distance of .3000:feet:.te--a-Po1at; thence due north a 'di stgnde .of. 300feet Co a. poiat;: then60;:dUe east a .distance- of :250 feet to a :point; thence -.due _soutla-a..dittanat Of. 300 feet to a point; thende- dPe ,eaut k distance of 350 feet to 'a point; thence enaterIY in a direct line .te. Station' 75- Of-': the:Patent henadarie of '-the Rancho San .Joaquin, as per. map --'recorded in Book 1 page 147,-'of PatentRecords of Los Angeles CountyE Californla; said station 75 being A: point in the present boundary- tine t the city .0 Neeport Beach;. thence northwesterly along the.;haaehe''bg041dari linet laid out_asd shown upon the aforesaid. Map of the Patent -Boundaries the Rancho San Joaquin, and which line .16- alsothe present boundary line of theHOity Of Newport Beach,.. to Station 72:sf the aforesaid P tent Boundaries of the Rancho 5an Joaquin; thendi southwest/3241Y'. northwesterly 9 . and westerly along the Present .boundary:line 'of the City of NeWport Btach tq Its intersection thereat With the southwes terly prolongation of the aforeSaid canter line. -of Ir‘ine Avenue; theace deuthwesterly along the ,southwenterly prolongatien of the aforesaid "centerline of Irvine Avenue to the place, of beginning. Page 228. . . The Clerk of the City of Newport Beach shall:eater this itp and order upoa the minutes of . the Board of Trustees of said eity, a its meeting qf December 15, 1524-, and make and. certify. a copy -there of,. under' the 'zeal. of the city of Newport Beach and tranee4Athe s to the Secretary of . the State. of Oalifernialc and the NOard-er sups visors:of Orange:Connty in said State ,and .upon the:filing- Or said certified,00py with the, Secretary of the State, tha exclusion at aald.territory from the cit1 of 'Newport- Beach, shall he anddueled to -be: ate le te,