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Home My WebLink AboutLot Line Adjustment LLA2006007 - Supporting DocumentsH AYES S URVEY IN G A LAND SURVEYING CORPORATION DOCUMENT TRANSMITTAL Date August 15, 2005 To City of Huntington Beach Planning Department - Lot Line Adjustment 2000 Main Street Huntington Beach , Ca. 92648 RE Lot Line Adjustment of Parcel 2 of Lot Adjustment No 05-12 First Submittal Our Job No. : 1052 LLA2 Location : Center Drive Huntington Beach, Ca. Sending: A check made payable to the City of Huntington Beach in the amount of $552.00 ,12 Copies of the Subject Lot Line Adjustment , 2 Copies of the Application , 3 Copies of Title Commitment , 3 copies of the Closures , 3 copies of the Recorded Lot Line Adjustment to be revised . 3 copies of underlying Parcel Map 2003-240. Sent Via Hand Carry • • Sent By SH • • • • • • • ..' Copies To None To whom it may concern, 900*0* •••• ••• • •. • • • • • ••• Please let me know if I can do anything to expedite this Lot Lill-djustment•• to record . If you have any questions please give me a call. ' • • • Sincerely, Stephen P. Hayes Surveying 12 Sembrado • Rancho Santa Margarita, CA 92688 Tel: (949) 459-8989 • Fax: (949 ) 709-3040 0 St All F, kI r .r. • Order Number: OSA-2409626 (brb) Page Number: 1 First American Title Company 2 First American Way Santa Ana, CA 92707 Joann Sladek Muller Company 23521 Paseo De Valencia, Suite 200 Laguna Hills, CA 92653-3101 Phone: (949)465-0181 Fax: (949)586-0470 Order Number: OSA-2409626 (brb) Title Officer: Brace Berg Phone: (714)800-3829 Fax No.: (714)800-4965 E-Mail: brberg@firstam.com Buyer: Property: 7777 Center Ave. Huntington Beach, CA PRELIMINARY REPORT .....• ...• .o.• .... :0066: *00000 ...• .... .... In response to the above referenced application for a pocky of title insurance, this company hereby reports that it is prepared to Issul?," cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be Dined by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed schedules, conditions and stipulations of said Policy forms. The punted Exceptions and Exclusions from the coverage of said Policy or Policies are set forth in Exhibit A attached. Copies of the Policy forms should be read. They are available from the office which issued this report Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a undUen representation as to the condition of title and may not list all hens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) Is Issued solely for the purpose of facilitating the issuance of a policy of We insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title Insurance, a Binder or Commitment should be requested. First American Tide Order Number: OSA-2409626 (brb) Page Number: 2 Dated as of May 19, 2006 at 7:30 A.M. The form of Policy of title insurance contemplated by this report is: ALTA Owners Extended 1992 A specific request should be made if another form or additional coverage is desired. Title to said estate or interest at the date hereof is vested in: Mullrock 1-Beach Pointe, LLC, a Delaware limited liability company, formerly known as Mullrock 1-7777, LLC, a Delaware limited liability company The estate or interest in the land hereinafter described or referred to covered by this Report is: A fee. The Land referred to herein is described as follows: (See attached Legal Description)....r.. . . . At the date hereof exceptions to coverage in addition to the printed Exceptions and Exgd$i0?i in said.:. policy form would be as follows: ' . . . 1. General and special taxes and assessments for the fiscal year 2006-2007, a lien not-yet due or payable....... ... . 2. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. .. ' 3. The fact that the ownership of said land does not include any rights of ingress or egress to or from freeway (or state highway), said rights having been relinquished, and a waiver in favor of the State of California of any claims for damages to said land by reason of the location, construction, landscaping or maintenance of a highway (or freeway) contiguous thereto, in the deed from George E. Trotter, Jr. and Maxine Murdy Trotter, husband and wife, as to an undivided one-half interest, and Maxine Murdy Trotter, John A. Murdy III and George E. Trotter, Jr., all as Trustees of the Trust established by the Declaration of Trust dated June 15, 1950, executed by John A. Murdy, Jr. and Norma L Murdy, as trustors, as to an undivided one-half interest, recorded July 24, 1962 in Book 6187, Page 299 of Official Records. Order Number: OSA-2409626 (brb) Page Number: 3 4. Covenants, conditions, restrictions, easements, assessments, liens, charges, terms and provisions in the document recorded May 4, 1976 in Book 11726, Page 752 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. Note: You may wish to contact the homeowners association referred to in the above document for information regarding assessments, transfer requirements or other matters. Document(s) declaring modifications thereof recorded October 18, 1976 in Book 11927, Page 1037 and March 6, 1979 in Book 13057, Page 1890, both of Official Records. 5. Covenants, conditions, restrictions, easements, assessments, liens, charges, terms and provisions in the document recorded May 4, 1976 in Book 11726, Page 799 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference , limitation or discrimination based on race, color, religion, sex, handicap,. familial status, national origin, sexual orientation, marital status, ancestry, source of income or... • disability, to the extent such covenants, conditions or restrictions violate Title 42, Section • • •..• 3604(c), of the United States Codes or Section 12955 of the California Govemriignli Lode. Lawful • restrictions under state and federal law on the age of occupants in senior hous1%9l:Dousing for older persons shall not be construed as restrictions based on familial status. ; • ;0"090 .... Note: You may wish to contact the homeowners association referred to in the 8bove, tlocurrrnt • •• 6. for information regarding assessments, transfer requirements or other matters.9000 The terms and provisions contained in the document entitled °Covenants and Agr gjnenr • recorded May 24, 1976 as Book 11747, Page 95 of Official Records. • • • 7. The dedication of Center Drive to the public for street purposes, as accepted and indorsed by the City of Huntington Beach and shown on the map recorded in Book 81, Pages 12, 13 and 14 of Parcel Maps. 8. All vehicular access rights to Mc Fadden Avenue and Center Drive, except for driveway and street intersections, as shown and approved on Conditional Use Permit No. 75-24, have been granted to the City of Huntington Beach by deed recorded September 7, 1976 in Book 11879, Page 611 of Official Records. 9. An easement shown or dedicated on the Map as referred to in the legal description For: Storm drain and incidental purposes. 10. An easement shown or dedicated on the Map as referred to in the legal description For: Water line and incidental purposes. FirstAmerican Title Order Number: OSA-2409626 (brb) Page Number: 4 11. The dedication to the City of Huntington Beach of the domestic water system, the storm drain system, and appurtenances thereto, by endorsement on said Parcel Map 79-585 recorded in Book 144, Pages 31, 32 and 33 of Parcel Maps. 12. An easement for public utilities and incidental purposes, recorded July 28, 1981 in Book 14158, Page 205 of Official Records. In Favor of: Southern California Edison Company Affects: The route or location of said easement cannot be determined from the record A portion of the above easement was quitclaimed pursuant to a document recorded September 13, 1985 as Instrument No. 85-349192 of Official Records. 13. An easement for public utilities and incidental purposes, recorded May 14, 1982 as Instrument No. 82-167982 of Official Records. In Favor of: General Telephone Company of California Affects: The route or location of said easement cannot be determined from the record 14. Covenants, conditions, restrictions, easements , assessments , liens, charges , terms and proviWp§ in the document recorded February 14, 1984 as Instrument No. 84-061707 of Official Recoft,..' which provide that a violation thereof shall not defeat or render invalid the lien of any first .... mortgage or deed of trust made in good faith and for value, but deleting any eb%hhbt, contlitidn : or restriction indicating a preference, limitation or discrimination based on race,coldr, religion, . sex, handicap, familial status, national origin, sexual orientation, marital statusi ai cestry, source. of income or disability, to the extent such covenants, conditions or restrictions violate Title 42,• • • Section 3604(c), of the United States Codes or Section 12955 of the California dever*mentCode• Lawful restrictions under state and federal law on the age of occupants in senior housing or • • • housing for older persons shall not be construed as restrictions based on familial sta6s. • .Note: You may wish to contact the homeowners association referred to in the abese document• • for information regarding assessments, transfer requirements or other matters.•. : • 00 0 Document(s) declaring modifications thereof recorded February 27, 1984 as Instrument No. 84- 081191 and July 14, 2005 as Instrument No. 05-542628, both of Official Records. 15. The fact that the land lies within the boundaries of the Huntington Center Commercial District Redevelopment Project Area, as disclosed by the document recorded November 27, 1984 as Instrument No. 84-494382 of Official Records. 16. An unrecorded lease dated November 17, 1981, executed by One Pacific Plaza as lessor and Stouffer Restaurant Company, a California Corporation, successor-in-interest by change of name to Borel Restaurant Corporation as lessee, as disclosed by a Memorandum of pease recorded February 17, 1988 as Instrument Nos. 88-069806 and 88-069807, both of Official Records. Defects, liens, encumbrances or other matters affecting the leasehold estate, whether or not shown by the public records. FirstAmerican Tine Order Number: OSA-2409626 (brb) Page Number: 5 17. An easement for traffic signal and incidental purposes, recorded February 16, 1996 as Instrument No. 19960075303 of Official Records. In Favor of: City of Huntington Beach Affects: A portion of the land 18. Rights of parties in possession of the land by reason of the following unrecorded leases disclosed by documents entitled "Subordination Agreement; Acknowledgment of Lease Assignment, Attomment and Non-Disturbance Agreement" recorded July 1, 2003 as Instrument No. 2003000774978 through 2003000774995 of Official Records: Dated June 11, 1998; Westvaco Corporation, a Delaware Corporation, lessee Dated June 13, 2002; Exact Software North America, Inc., an Ohio corporation, lessee Dated December 8, 1998 and First Amendment dated February 8, 2002; Aames Funding Corporation, a California corporation, dba: Aames Home Loan, lessee Dated March 12, 1998: Agere Systems, Inc., a Delaware corporation, as successor in interest to Lucent Technologies, Inc., a Delaware corporation Dated August 3, 2001: Sequa Corporation, a Delaware corporation dated July 15, 1998, and First00*0•Amendment dated June 23, 1999; Uniglobe Travel, (USA), LLC, a California limited liability company, lessee Dated March 21, 1997, First Amendment dated June 23, 1999 and Second AmeRAaient dated' February 12, 2003; Barton Beers, Ltd., a Maryland corporation, lessee • • •• •• Dated February 18, 1998 and First Amendment dated March 20, 2001; Achievq filob%l, Inc.m, a • Florida corporation, lessee • •*090 Dated April 7, 1997 and First Amendment dated March 20, 2001; Importers Sgftr ,Services•. • Inc., a California Corporation, as successor in interest to The Laxmi Group, ind',.d Caffibmia' •. • . ' corporation, lessee • ... Dated July 10, 2002, First Amendment dated August 20, 2002 and Second Amendment dated December 10, 2002; Buca Restaurants 2, Inc., a Minnesota corporation, dba Buca di Beppo, lessee Dated April 30, 1998; Manpower Inc., a Wisconsin corporation, lessee Dated June 26, 2002; International Beach LLC, a California limited liability company, dba Geckos Liquid Lounge, lessee Dated April 20, 1999; BetzDearborn, a division of Hercules Incorporated, a Delaware corporation, lessee Dated November 6, 2002; The Richards Group, Inc., a Texas corporation, lessee Dated December 16, 1997; Curtis C. Chen, an individual, dba: Law Offices of Curtis C. Chen and Associates, lessee Rf5tAmerican Title I Order Number: OSA-2409626 (brb) Page Number: 6 19. An unrecorded lease dated July 10, 2002, executed by Mullrock 1-7777, LLC, a Delaware Limited Liability Company, successor to, EOP-One Pacific Plaza, L.L.C., a Delaware Limited Liability Company as lessor and Buca Restaurant 2, Inc., a Minnesota Corporation as lessee, as disclosed by a Memorandum of Lease recorded December 10, 2003 as Instrument No. 2003001469052 of Official Records. The effect of a document entitled "Subordination, Non-Disturbance and Attornment Agreement", recorded April 1, 2004 as Instrument No. 2004000270380 of Official Records. 20. An easement as shown and dedicated to the City of Huntington Beach on the map of said tract. For: Police, fire, emergency services and incidental purposes. Over: Portion of the land. (Blanket easement) 21. The following matters disclosed by an A.LT.A./A.S.C.M Land Title Survey by Hayes Surveying, signed by Stephen Hayes, LS 5133, dated March 20, 2006 as Instrument No. 2006, Job No. 1052-06: A. An unrecorded easement or lesser right for Drains, Grease Manholes, Sewer Clean outs and Telephone Manhole located throughout the land, together with any underground lines appurtenant thereto. B. An unrecorded easement or lesser right for an Electric Pull Box, an Electric Vault and Electne Transformer located in the land, together with any underground lines appurtenantttiereto.. *0 so C. An unrecorded easement or lesser right for a Traffic Signal Pull Box located 4n the land, • together with any underground lines appurtenant thereto. •see.0000 D. The fact that a Catch Basin lies partially outside of an easement for Storm Drain P PurposesJ , • dedicated on Parcel Map Book 144, pages 31, 32 & 33 of Official Records. • • E. The fact that there is work in progress as evidenced by the statement "AreaiJ Qer' DemdliXipii. and Grading Construction". ....sees F. The fat that "...the property surveyed lies within Zone "A" community map no 06059C0251H. Zone "A" is defined as areas with no base flood elevations determined". G. Any reciprocal drainage between the land and the land adjoining to the West as evidenced by a 36' gutter that crosses the property's most Westerly line. H. Additional matters that may be disclosed by a revised ALTA Survey, if any. Prior to the issuance of any policy of title insurance, the Company will require: 22. With respect to Mullrodc 1-Beach Pointe, a limited liability company: a. A copy of its operating agreement and any amendments thereto; b. If it is a California limited liability company, that a certified copy of its articles of organization (LLC-1) and any certificate of correction (LLC-11), certificate of amendment (LLC-2), or restatement of articles of organization (LLC-10) be recorded in the public records; c. If it is a foreign limited liability company, that a certified copy of its application for registration (LLC-5) be recorded in the public records; d. With respect to any deed, deed of trust, lease, subordination agreement or other document or First American Title Order Number: OSA-2409626 (brb) Page Number: 7 instrument executed by such limited liability company and presented for recordation by the Company or upon which the Company is asked to rely, that such document or instrument be executed in accordance with one of the following, as appropriate: (i) If the limited liability company properly operates through officers appointed or elected pursuant to the terms of a written operating agreement, such document must be executed by at least two duly elected or appointed officers, as follows: the chairman of the board, the president or any vice president, and any secretary, assistant secretary, the chief financial officer or any assistant treasurer; (ii) If the limited liability company properly operates through a manager or managers identified in the articles of organization and/or duly elected pursuant to the terms of a written operating agreement, such document must be executed by at least two such managers or by one manager if the limited liability company properly operates with the existence of only one manager. e. Other requirements which the Company may impose following its review of the material required herein and other information which the Company may require. 23. Rights of parties in possession. •....• •••.... .. •... •..• 11 :0000: .90000 .••• •••• First American Title Order Number: OSA-2409626 (bib) Page Number: 8 INFORMATIONAL NOTES 1.Taxes for proration purposes only for the fiscal year 2005-2006. First Installment:$117,297.76, Paid Second Installment:$117,297.76, Paid Tax Rate Area:04-026 APN:142-342-12 The map attached, if any, may or may not be a survey of the land depicted hereon. First American expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached. .... ...... . . . ........ ... . ...... .... HrstAmerican Title Order Number: OSA-2409626 (brb) Page Number: 9 LEGAL DESCRIPTION Real property in the City of Huntington Beach, County of Orange, State of California, described as follows: PARCEL A: PARCEL 2, AS SHOWN ON EXHIBIT "B" ATTACHED TO LOT LINE ADJUSTMENT NO. 05-12 RECORDED MAY 2, 2006 AS INSTRUMENT NO. 2006000294224 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING FROM THAT PORTION OF SAID LAND INCLUDED IN THE WEST HALF OF SAID NORTHWEST QUARTER, 50% OF A 100% OF ALL MINERALS, GAS, OIL, PETROLEUM, NAPHTHA, AND OTHER HYDROCARBON SUBSTANCES IN, UNDER, OR THAT MAY BE PRODUCED OR RECOVERED FROM THAT PORTION OF SAID LAND BELOW A DEPTH OF 500 FEET FROM ITS SURFACE, WITH AND INCLUDING IN SUCH EXCEPTION AND RESERVATION, FOR THE BENEFIT OF THOSE ENTITLED THERETO, THE RIGHT AT ANY AND ALL TIMES TO ENTER UPON AND INTO ANY AND ALL PARTS OF THE PORTION OF SAID LAND BELOW SUCH DEPTH OF 500 FEET FROM ITS SURFACE, FOR THE PURPOSE OF EXPLORING AND DRILLING FOR, MINING, DEVELOPING, REMOVING AND EXTRACTING ANY AND ALL SUCH SUBSTANCES, BY SLANT QA.. DIRECTIONAL DRILLING, OR OTHER OPERATIONS FROM OTHER LAND ENTERING INTO AND... PENETRATING THE LAND THE SUBJECT HEREOF, ONLY BELOW SUCH DEPTH OF 500 FEET .... FROM ITS SURFACE, BUT WITH (AND THERE SHALL BE) NO RIGHT UNDER SOe 1')cCEPTIMI' AND RESERVATION OF ENTRY UPON, OR USE OF THE SURFACE OR SUBSURAlf ,'171``0A DEPTH OF 500 FEET BELOW THE SURFACE; AS RESERVED BY DOROTHY THAYER PEIIU CFfARLES N... THATCHER, AND TITLE INSURANCE AND TRUST COMPANY, A CALIFORNIA CORPORATIOPt AS TRUSTEES OF THE TRUST UNDER WRITTEN DECLARATION THEREOF BY €ARRIE A. PECK • • DATED DECEMBER 18, 1936, AT 25% OF SAID 100%, AND BY DOROTHY T. PECK, jA WIDOW; dN HER INDIVIDUAL CAPACITY AS TO 25% OF SAID 100% INTEREST, IN THE DEED FROM • DOROTHY THAYER PECK AND OTHERS, RECORDED OCTOBER 1, 1959 IN BOQK'49w , PA(;L' 394. OF OFFICIAL RECORDS. "" "" ...• EXCEPTING THEREFROM, FROM THE PORTION OF SAID LAND INCLUDED IN THE EAST HAL]'OF' SAID NORTHWEST QUARTER, ALL WATER, WATER RIGHTS, OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFORE AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL., EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS RESERVED IN THE DEED FROM ]ODA SORK AND WIFE TO THE STATE OF CALIFORNIA First American Title Order Number: OSA-2409626 (brb) Page Number: 10 RECORDED SEPTEMBER 14, 1959 IN BOOK 4879, PAGE 19 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, ONE-HALF OF ALL MINERAL, OIL, GAS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, FOR A PERIOD OF 15 YEARS, OR UPON THE DEATH OF THE LAST SURVIVOR OF RALEIGH CLANTON AND GRACE M. CLANTON, HUSBAND AND WIFE, WHICHEVER EVENT FIRST OCCURS, TOGETHER WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE PURPOSE OF PROSPECTING FOR, DEVELOPING AND PRODUCING SAID SUBSTANCES, AS RESERVED IN THE DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON, TO SAM KIYOHIDE AIHARA AND FUMI AIHARA, HUSBAND AND WIFE, RECORDED JANUARY 5, 1956 IN BOOK 3341, PAGE 329 OF OFFICIAL RECORDS. NOTE: THE RIGHTS TO DRILL WELLS, TUNNELS, SHAFTS, EXPLORE, ETC., TO THE SURFACE OR UPPER 100 FEET OF THE SUBSURFACE, WERE RELINQUISHED TO THE STATE OF CALIFORNIA BY QUITCLAIM DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON, RECORDED NOVEMBER 22, 1960 IN BOOK 5518, PAGE 590 OF OFFICIAL RECORDS. PARCEL B: AN APPURTENANT NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND PARKING OF •MOTOR VEHICLES AND FOR THE INGRESS AND EGRESS OF PEDESTRIANS, AS SAID EASEM(f.,.•.• IS SET FORTH IN SECTION 4.6 OF THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT .... RECORDED MAY 4, 1976 IN BOOK 11726, PAGE 752 OF OFFICIAL RECORDS dI'ORA14GE • • • • COUNTY, CALIFORNIA.•.' PARCEL C: • •.. •..• AN APPURTENANT NON-EXCLUSIVE EASEMENT FOR PARKING PURPOSES, UTILITfEASEMta..' PURPOSES, AND SEWAGE AND DRAINAGE PURPOSES, AS SET FORTH IN SECTION 4"MEMBERS RIGHT OF ENJOYMENT' OF ARTICLE VII "COMMON AREA AND PARKING GARfW4VD • • • • EASEMENTS AS SET FORTH IN THAT CERTAIN ARTICLE XI "EASEMENTS"OF T"E DECLARA-ROIK • OF COVENANTS, CONDITIONS AND RESTRICTIONS RECORDED FEBRUARY 14, 1984 AS • • • • INSTRUMENT NO. 84-061707 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. • • • • APN: 142-342-12 First American Title Order Number: OSA-2409626 (brb) Page Number: 12 EXHIBIT A LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS (BY POLICY TYPE) 1. CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY - 1990 SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notice of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons In possession thereof. 3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the public records. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulatioA3 • • • restnctng, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or.liic dh of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change In the dimensions or area of tae•Iirld or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation ofthesa laws, orduwnces or. governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, hi&bgr tncumbraA& • resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date e Policy. • (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exerolsethereeof or a noty.V a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the pLblic records at Dote of Polic y. •••••••• 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date pf Po4ct butr4 c1utI from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value Witilouutt knowledge. . • 3. Defects, liens, encumbrances, adverse claims or other matters: (a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to W$ msurecOaTrUt. (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured el li% nt and not disclosed in -wnbng to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; • ... (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or • • • (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 4. Unenforeeability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with applicable "doing business" laws of the state in which the land is situated. 5 Invalidity or unenf -ceabiliity of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6. Any claim, which arises out of the transaction vesting in the insured the estate or interest insured by their policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws. 2. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY FORM B - 1970 SCHEDULE OF EXCLUSIONS FROM COVERAGE I. Any law, ordinance or governmental regulation (including but not limited to building and zoning ordinances) restricting or regulating or prohibiting the occupancy, use or enjoyment of the land, or regulating the character, dimensions or location of any improvement now or hereafter erected on the land, or prohibiting a separation in ownership or a reduction in the dimensions of area of the land, or the effect of any violation of any such law, ordinance or governmental regulation. 2. Rights of eminent domain or governmental rights of police power unless notice of the exercise of such rights appears in the public records at Date of Policy. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company and not shown by the public records but known to the insured claimant either at Date of Policy or at the date such claimant acquired an estate or interest insured by this policy and not disclosed in writing by the insured claimant to the Company pnor to the date such insured claimant became an insured hereunder; (c) resulting in no loss or damage to the insured claimant; (d) attaching or First American Title Order Number: OSA-2409626 (brb) Page Number: 13 created subsequent to Date of Policy; or (e) resulting In loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insuredbythis policy. 3. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY FORM B - 1970 WITH REGIONAL EXCEPTIONS When the American Land Title Association policy is used as a Standard Coverage Policy and not as an Extended Coverage Policy the exclusions set forth In paragraph 2 above are used and the following exceptions to coverage appear in the policy. SCHEDULE B This policy does not insure against loss or damage by reason of the matters shown in parts one and two following: Part One I. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of said land or by making inquiry of persons in possession thereof. 3. Easements, claims of easement or encumbrances which are not shown by the public records. 4 Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a coned survey would disclose, and which are not shown by public records. 5. Unpatented mining claims; reservations or exceptions In patents or in Acts authorizing the issuance thereof; water rights, claims or title to water. 6. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the public records. 4. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY - 1970 WITH A.LT.A . ENDORSEMENT FORM 1 COVERAGE • • • • SCHEDULE OF EXCLUSIONS FROM COVERAGE • • 1 Any law, ordinance or governmental regulation (including but not limited to building and zoning ordinances) re rigor regulrttiii V • prohibiting the occupancy, use or enjoyment of the land, or regulating the character, dimensions or location of$4jrrjphovementhew or hereafter erected on the land, or prohibiting a separation In ownership or a reduction in the dimensions or area of the land, or the effect of any violation of any such law ordinance or governmental regulation. ; •;•' :00002. Fights of eminent domain or governmental rights of police power unless notice of the exercise of such rights appears i* the public records at Date of Policy.•••• 0090 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed or agreed to b?the insered dairnant,{b) not known to the Company and not shown by the public records but known to the Insured claimant either at Date o! Polity or at tht;tU gudh claimant acquired an estate or Interest insured by this policy or acquired the insured mortgage and not disclosed in v@Vng by the insured claimant to the Company prior to the date such insured claimant became an insured hereunder, (c) resulting in no loss or damage tothe Insured claimant; (d) attaching or created subsequent to Date of Policy (except to the extent insurance is affbCM fl n as to jfti gtory lien for labor or material or to the extent insurance is afforded herein as to assessments for street improvements,rnder eonstnxtiopas completed at Date of Policy).000*4. Unenforceability of the lien of the insured mortgage because of failure of the insured at Date of Policy or of any subsequent owner of the indebtedness to comply with applicable "doing business" laws of the state in which the land is situated.00 0 5. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY - 1970 WITH REGIONAL EXCEPTIONS When the American Land Title Association Lenders Policy is used as a Standard Coverage Policy and not as an Extended Coverage Policy, the exclusions set forth in paragraph 4 above are used and the following exceptions to coverage appear In the policy. SCHEDULE B This policy does not insure against loss or damage by reason of the matters shown in parts one and two following: Part One I. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2 Any fads, rights, Inter, or claims which are not shown by the public records but which could be ascertained by an inspection of said land or by making Inquiry of persons in possession thereof. 3. Easements, claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by public records. 5 Unpatented mining claims; reservations or exceptions in patents or In Acts authorizing the issuance thereof, water rights, claims or title to water. 6 Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished, imposed by law and not shown by the public records. First American Title Order Number: OSA-2409626 (brb) Page Number: 14 6. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY - 1992 WITH A.LT.A. ENDORSEMENT FORM 1 COVERAGE EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arse by reason of., I (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (Ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change In the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded In the public records at Date of Policy; (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2 Rights of eminent domain unless notice of the exercise the has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, Iiiens, encumbrances, adverse claims, or other matters: (a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed In writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy (except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services, labor or material or the extent insurance is afforded herein as to assessments for street improvements under construction or completed at date of policy); or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage. 4. Unenforceability of the ben of the insured mortgage because of the inability or failure of the Insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable "doing business" laws of the state In which the land is situated.• • • • 5. Invalidity or unenforceabi ty of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced &y6the • Insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 00#0 6. Any statutory lien for services, labor or materials (or the claim of priority of any statutory lien for services, labor el M&rials ovcVf 4 of the insured mortgage) arising from an improvement or work related to the land which is contracted fix and a*i meheed subsequent to Date of Policy and is not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage wbia;h at Date of Policy the insured has advanced or is obligated to advance • • • • • • • 7. Any claim, which arises out of the transaction creating the interest of the mortgagee insured by this policy, by reasonof the opeGa>iiprl,cfederal bankruptcy,state insolvency, or similar creditors' rights laws, that is based on:*00000 • • • (i) the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent trarsfeq our • (ii) the subordination of the interest of the Insured mortgagee as a result of the application of the doctrine of equitaije subordini lft f ,'or (iii) the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the failure:000000 0000(a) to timely record the Instrument of transfer; or • • •• (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor.•••••••• 6 0%0 6 of • 7. AMERICAN LAND TITLE ASSOCIATION LOAN POLICY - 1992 WITH REGIONAL EXCEPTIONS When the American Land Title Association policy is used as a Standard Coverage Policy and not as an Extended Coverage Policy the exclusions set forth in paragraph 6 above are used and the following exceptions to coverage appear in the policy. SCHEDULE B This policy does not insure against loss or damage (and the Company will not pay ousts, attorneys' fees or expenses) which arise by reason of., 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or bythe public records. 2. Any fads, rights, interests, or damps which are not shown by the public records but which could be ascertained by an inspection of said land or by making inquiry of persons In possession thereof. 3. Easements, claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by public records. 5. Unpatented mining claims; reservations or exceptions in patents or in Ads au horizing the issuance thereof, water rights, claims or title to water. 6. Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished, imposed by law and not shown by the public records. 8. AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY -1992 FirstAmerrcan Title Order Number: OSA-2409626 (brb) Page Number: 15 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of. I (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (rv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect; lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims, or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim, which arises out of the transaction vesting in the insured the estate or Interest Insured by this policy, by reason of the operation of federal bankruptcy, state Insolvency, or similar creditors' rights laws, that is based on: (i) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or • • • • • •(b) of such recordation to Impart notice to a purchaser for value or a judgment or lien creditor.0000 • •9. AMERICAN LAND TITLE ASSOCIATION OWNERS POLICY - 1992 • • • •• • • WITH REGIONAL EXCEPTIONS • • • • • •• When the American Land Title Association policy Is used as a Standard Coverage Policy and not as an Extended Coverage Policy file exdusiorttforth In paragraph 8 above are used and the following exceptions to coverage appear in the policy.• • • • • • • • ••0.:..* SCHEDULE B ••aris••a•by reason•o•f:• •This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which•• ••••Part one:•••• I. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessmerrta qm real property or by the public records.0.92. Any facts, rights, interests, or darns which are not shown by the public records but which could be ascertained by an inspection of said land or by making inquiry of persons in possession thereof. 3. Easements, claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage In area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by public records. 5. Unpatented mining claims; reservations or exceptions in patents or In Ads authorizing the Issuance thereof; water rights, claims or title to water. 6. Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished, imposed by law and not shown by the public records. 10. AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY - 1987 EXCLUSIONS In addition to the Exceptions in Sdredule B, you are not insured against loss, costs, attorneys' fees and a perses resulting from: 1. Governmental police power, and the existence or violation of any law or government regulation. This includes building and zoning ordinances and also laws and regulations concerning: * land use * land division * improvements on the land * environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks. FiistAmencan Tide Order Number: OSA-2409626 (brb) Page Number: 16 2. The right to take the land by condemning it, unless: * a notice of exercising the right appears in the public records on the Policy Date * the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking. 3. Title Risks: * that are created, allowed, or agreed to by you * that are known to you, but not to us, on the Policy Date - unless they appeared in the public records * that result in no loss to you * that first affect your title after the Policy Date - this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks 4. Failure to pay value for your title. 5. Lads of a right * to any land outside the area specifically described and referred to in Item 3 of Schedule A, or * in streets, alleys, or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. 11. EAGLE PROTECTION OWNER'S POLICY CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE - 1998 ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE - 1998 Covered Risks 14 (Subdivision Law Violation ). 15 (Building Permit). 16 (Zoning ) and 18 (Encroachment of boundary walls or fences ) are subject to Deductible Amounts and Maximum Dollar Limits of Liability EXCLUSIONS In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of any law or government regulation. This includes ordinances, laws Erjci. 0 0 • regulations concerning: •••• a. building b. zoning • • • • • • • • • c. land use d. Improvements on the land • •• • • • • • • e. land division f. environmental protection • • • • • *• This exclusion does not apply to violations or the enforcement of these matters if notice of the violation or enAorcemer>4 appears rnw s Public Records at the Policy Date.0000 • • • • This exclusion does not limit the coverage described in Covered Risk 14, 15,16, 17 or 24. • • •• • 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable biding codes. This gt{lisian does not apply to violations of building codes if notice of the violation appears in the Public Records at the Policy Dat% • 3. The right to take the Land by condemning it, unless: a. a notice of exercising the right appears in the Public Records at the Policy Date; or :9000 : 0 0000 0 b. the taking happened before the Policy Date and is binding on You if You bought the Land without Knowing Of Q>t taking.0000 4. Risks: see* a. that are created, allowed, or agreed to by You, whether or not they appear in the Public Records; ', •' b. that are Known to You at the Policy Date, but not to us, unless they appear in the Public Records at the Policy Date; c. that result in no loss to You; or d. that first occur after the Policy Date - this does not limit the coverage described in Covered Risk 7, 8.d, 22, 23, 24 or 25. 5. Failure to pay value fir Your Title. 6. Lack of a right: a. to any Land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land. This exclusion does not limit the coverage described in Covered Risk 11 or 18. 12. SECOND GENERATION EAGLE LOAN POLICY AMERICAN LAND TITLE ASSOCIATION EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (10/13/01) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (1) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the Land; (in) a separation in ownership or a change in the dimensions or area of the Land or any parcel of which the Land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the Land has been recorded in the Public Records at Date of Policy. This excision First American Title Order Number: OSA-2409626 (brb) Page Number: 17 does not limit the coverage provided under Covered Risks 12, 13, 14 and 16 of this policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the Public Records at Date of Policy. This exclusion does not limit the coverage provided under Covered Risks 12, 13, 14 and 16 of this policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the Public Records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without Knowledge. 3. Defects, berg, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed In writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no kiss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (this paragraph does not limit the coverage provided under Covered Risks 8, 16, 18, 19, 20, 21, 22, 23, 24, 25 and 26); or (e) resulting in loss or damage which would not have been sustained If the Insured Claimant had paid value for the insured Mortgage. 4. Unenforceabilrty of the lien of the Insured Mortgage because of the inability or failure of the Insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with applicable doing business laws of the state in which the Land is situated. 5. Invalidity or unenforoeability of the lien of the Insured Mortgage, or claim thereof, which arises out of the transaction evidenced by the Insured Mortgage and is based upon usury, except as provided in Covered Risk 27, or any consumer credit protection or truth In lending law. 6. Real property taxes or assessments of any governmental authority which become a lien on the Land subsequent to Date of Policy. This exclusion does not limit the coverage provided under Covered Risks 7, 8 (e) and 26. 7. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to advances or modifications made after the Insured has Knowledge that the vesbee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This exclusion does not limit the coverage provided in Covered Risk 8. 8. Lack of priority of the lien of the Insured Mortgage as to each and every advance made after Date of Policy, and all interest charged thereon, over liens, encumbrances and other matters affecting title, the existence of which are Known to the Insured at: (a) The time of the advance; or (b) The time a modification is made to the terms of the Insured Mortgage which changes the rate of interest charged, if the rate of interest is greater as a result of the modification than it would have been before the modification. • • • • • • This exclusion does not limit the coverage provided in Covered Risk 8.see* 9. The failure of the residential structure, or any portion thereof to have been constructed before, on or after Da1je of Policy in accordance with applicable building codes. This exclusion does not apply to violations of building codes If notice of the violation appearn the PaIJlic Recirds at Date of Policy.00 00 SCHEDULE B ••••••11 This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) wh'cb ariseby reasco oj:• •• •••• 1. The following existing statutes, reference to which are made part of the ALTA 8.1 Environmental Protection Lien Endorsement incorg rated into this Policy following item 28 of Covered Risks: NONE.000000 9000• ••• •••• •••• •••• 13. SECOND GENERATION EAGLE LOAN POLICY AMERICAN LAND TITLE ASSOCIATION EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (10/13/01) WITH REGIONAL EXCEPTIONS When the American Land Title Association loan policy with EAGLE Protection Added is used as a Standard Coverage Policy and not as an Extended Coverage Policy the exclusions set forth in paragraph 12 above are used and the following exceptions to coverage appear in the policy. SCHEDULE B This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of. Part One: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2 Any fads, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of said land or by making inquiry of persons in possession thereof. 3. Easements, claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other fads which a correct survey would disclose, and which are not shown by public records. 5. Unpatented mining claims; reservations or exceptions in patents or in acts authorizing the issuance thereof; water rights, claims or title to water. 6. Any lien, or right to a lien, for sehvioes, labor or material theretofore or hereafter furnished, imposed by law and not shown by the public records. Part Two: First American Title 1. The following a ng statutes, reference to which are made part of the ALTA 8.1 ErrAronrnenbl Protection Lien Endorsement incorporated into this Policy following item 28 of Covered Risks: None. •..•.• ••••• 999* • • • ••• •*.:..1 •••••• •••• ••.• •••• 0 • 0 of * 0 PRIVACY POLICY We Are Committed to Safeguarding Customer Information In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our parent company, The First American Corporation, we have adopted this Privacy Policy to govern the use and handling of your personal information. Applicability This Privacy Policy governs our use of the information which you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its FairInfommabon Values a copy of which can be found on our website at www.firstam.com. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect indude: • Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means; • Information about your transactions with us, our affiliated companies, or others; and • Information we receive from a consumer reporting agency. nnanoal instttxuuons with whom we or our affiliated companies have Iornt marketing agreements. • . .•.• We request information from you for our own legitimate business purposes and not for the benefit of any nondif1Il&ed party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary fot jVjpjprovidgtlhe product or service you have requested of us; or (2) as permitted by law. We may, however, store such i ti n rrhdefinite .r d lding the period after which any customer relationship has ceased. Such information may be used for any inNndl•purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personals listed above to one ormore of our affiliated companies. Such affiliated companies include financial service providers, sucti a titii inure. • pit g erty and casualty insurers, and trust and investment advisory corhmpanies, companies involved in real esta grvices, roamer appraisal companies, home warranty companies, and escrow companies. Furthermore, we ma also provide aY "frtormattpn vyt: collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affifiiatetl company` or to other Use of Information Former Customers Even if you are no longer our customer, our Privacy Policy will continue to apply to you. Confidentiality and Security :0000: 000000 •..• •... •• . .. • We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Infonriabon Values We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. 0 2001 The First American Corporation • All Rights Reserved b.IQr]T7j{$mF G 9 a 3 s3•.•• DUPLCATE SHEET 2 OF 3 SHEETS NUMBER OF PARCELS3 I0.408 EO. I LETTERED ER ACREAGE - 3.616 ACRES (ALL OF TDITATYE PARCEL NAP NO. 2003-240) SCALE. I'-8I PARCEL MAP 2003-240 IN THE CITY OF HUNTINGTON BEACH. COUNTY OF ORANGE STATE OF CALIFORNIA HAYES SURVEYING STEPHEN HAYES. LS. 5133 DATE OF SURVEY: NOVEMBER 2003 OAEM STAN! (T D11gNIMTOi 91001 1ERM ARE LAMED UPON 1K Cftn" A DOORMAT 11{110 (CCSOS) 291E K t1a 401766( a vow Os as A Mm1Mm11 ML mrrm s10NN Mm36000 IOi41S1 bfNS< LADED. ID 44100 4p OS141Mm MA1RY 1K 00101 INSTANCE IT 0.110420 BA$ OF BEARINGS 40000 611001 "DIM AE 1NSED I001 W EARN 401001 aai )4OQO1K 00100.STATION 006 No 011111 MD STATION 00 AN, 010 ® NWM 04+10.10' EAST PER 03>00S CIAFILE N INS CRAM 00401 NNENYF ONCE 401 NA 01+161 6-2.212IN1p t .44t Z2Q1 U-011/1431 63 NA 0129 10-2.214347./10 CIA10.16341 Cl -0.NN0X7 EMM A= ATER STREET PER MAPPIS IL Ii MD DENV DISK ER 401 RECORDS OF 444100 OINTY. CNi0000.IDED N 0001 N. AN EAEEOIT FOR ARIA CRAM NOPOES AS 091011211 ON PARCEL 11P ND'AOED N BOW 144.PROS M. 32 MO 33 OF PARCEL NAPS AUXORYS OF CRANO COUNTY, 1113000 WE SUR E1U31141 Nat ELO4 C AN EASEMENT FOR ALTER LE FIYOSEE AS DFDNY17ED ON PARCEL NAP 41296146 N IOW +w. PACES D A MD 33 6 PAID 44P5 WS Or ORANGE mwTY . CLASOMA EC NN131OfSOW TILL 2EIp. WN EAEl00fT 1011 FI-^°`•, PRNNIOl S PER sDW 141* PAGE 200 6 16WROCT n 00-34616 40. NENOD @IBRA 13 INq IECOO 6 OWIGE NN71; AID 60000 *1F MD NOT P.0ITEa OR EASEMENT FOR LNDEROYIO 10Eg0E FUM O S PER LAST Na 4-1671 2 OROALEMMA EDMOm MAY 44, 400. NFDODS OF DRAW= 0011Y, ECEP010 11000 NA"7144141 NA6N AN 001610 44 FLAMED BUILDING. 6 WIMET N NATURE ORR ALL OF Tw0 3101 PR04RIr F AN E4SO011 FOR TRAFFIC MINK PURPOSES PER LAST ISO MINIMUM= O14K 000014 RECORDED PEEUART I4 I404 010003 O CRANK COUNTY 4s = FARM. FARM 2 SLIRVEyarts now L IE CENVOWIF OF SIR SON DRAIN EASEMENT AS 9001 O P31.0. 140/31-33 0 NW DEPICT MY RADIAL40AEQS TO THE m01ERLNE Or SAID EASEMENTMD TE 0074010E 4044004 610WN m NOT OEATE THE61/P1mTAL MIRES TO INS DELTA A11D0 AS 11"C'"MONO m1E1RE OF M ON1E3 OF SIDCASOEN14 110FNE TE 00100 it 1104 CRAMFINDING[A1O511T AR 0041 0511001 Ors (014190 TOE RECORD 00 1liDISTANCE OF - 34.4' - ALONG TE Np1IEASW LY 1000101 OF PARCEL I PER PY0.W ON06 O 460 00 TERI061DIM'N r1ON E 6 ROTATED KA 4D 90001 151401 AS S L2 T O R 1610 NOD TMNCEIT10 $AD 0401000. i TE NOTES ===W (WI AS(CI. 0s FiTMIOO Sr NOUMC TE TEND DISTANCE O 0417MDNO M OF NUNSOi (410E LANEAS 910.1 01 PJ18 144 -31 TO HLLmOTE IE000 MSI E3 NO DISTANCES PER PLLL /44/31-31 MOM ONE m013ES 6000 tA3E3E 3.T, 60010 w£16116 440 Car N_ as or0 - 3131731I. - OXSS CAC4D DETAIL W NOT TO SCALE umm ( END DATA PER PARCEL 00 NO, 71-00 Md 140/01-33( - OErONO DATA PER MODIFIED OF 61N1EY 104/0S. la MONUMENT PER P00. TIM NO, 70-36 IM 143/41. ON AS OTHERMSE NOTED. SET 11 $7. 0100 a TACK on S.4 TAam LI. M33 I ADOdQIIS MONUMENTS FIRM OR TO RESET. AS NMMML 00561 OF PARCEL 1 2 Am 3 TOE ST P W. LEAD III TACK O 30 YAWED L.S. 5133 Q R Y4 STAKE FL14 $ N NOE 07 A611AI.T NO REF F16 CK1NANS TIE 76-113 /4414 AD CLJL 429/10 14D POA POW w C/L S 0 '3706- [ a2V DaTAW 0 k PER PL18 144/61-3L®--0.a NEE • 41INER 0001 NL7, 1043 A®IED As nE RY mel29a 6 ANE LE 40A16ID N Mr. A.40.? 101 PA08 144/21-sL EID PUN 210' On A PSOD. 6 f1E 0 130. WARD La 1m- ND R6. 0022910 AS So S4LY CORER OF PARCEL I OF Pal 70-363 /A .-.6001 tP.w/3l-33 3131 1 L.I. 344 DOWN t.0 N Mm Or f 1J PON P318 100/31-33 161733 C 1.61. (0110. W NT OFCURE A W 1011)4 IF t PARALLEL 10 M C/L Or 07140 OIL PER PAL. 61/12-14 NOV AT PROPER PORTIONNM 1.01 TAOCED LI. 6133.® R 1' 17. 6116 OL00K NAA. NO NV. DOW! 0.1'. AONRD AS AE NLY TERMINUS OF THE LANE MEANINGN 1106116' 4 23¢17 PER ILL. 111/4s, Q}--c3. 1- V. TAO 1126 00. 0Y. ACCEPTED AS THE SLY 1400.6 O THE LINE 4000ID N 10080 - E 21707036. IBM. 0 PDPERND500 A1. m PIl0 4144WD"A AILa)PD 14 sTAOL BBY o1 ASS RULE AO11B(1 10FUN mAA3 oMW. 7 TO IR C I2.0 -EAROm Fa NOTHING DESTROYED DC 06033100 OF PA000 10113 .4. EWA. W COMPASS 03.E40061051 1 1>ON EST48 CW. 7 TO 10. COIL It 60N0ONT NOT 001 DE TO NPNOIOIwlf}®ES1* SY PNOMIIWN 401410 PRO' OCR$ 110 A 12 PER PY3 144/31-33 &=PERT P L.S. UE . O IS ADOPTED Al INS 3FLY 0016 OF INS LIE WEAR NO N 001/'32' S. 1031'PY0. 144/31-33®E SAE A WOMEN. LLEa DOW 0-- ACCEPTED AS DE CRY MORRIS OF THE LEE 40010 N 001037' R 8100 PER 333 100/46.0 -m 619E a 4196L 02 DOOR 01 1011!16 AS 0E E1.1 100J3 or TE 114 400061 N 474023 C.=PER 318 IDy/M.® 40010 R3 NOD611q ES1Aa W o00PASS-FOIE A11 4014111 COWS 14 A u0=_ M ILA TACK • TAC LL 3413. 0.01441 PER NAN 143/43 .®P3 , 0PQ A 449511 MWNENL DOWN 0Y ADOPTED AS THE ELY 00006 OF LOT 3 PER 318 105/44 0 0 A I0 4090. OO1 320. AOCVED AS Sly MINOR OF III 3 PER 1SL ,0/40®P0 it. a TACK LS 341461191 TER 1.38144/K @=-m 414 11*9L 1113 GLTAAN3 CA. TE 70-I43 /0OE 1116 FOR PELT W C/L 6 34'01'43 1. 0.67 031111 FROM7FIS1A02.CC.IS. A mNP INKYPEA CKTOIO CA 1*® m ADL 100 3 TO 1743 e0. OOP N1MRE I Mk FAWN 3 I0. 171110001116QT®--P3 4(40 MN CID[ ON 1001.0 IF I.S . 1100 MT , 16111>3 W. 377 . OD NOT 007. M. Of 617 143100 NECAO A11NE • ID A 0.0 mIM OF A P4NMI3L TO CA OF GOITER CA PER PM.. 01/12-U. ® 400000 Pa IOAWN4 FAA. IT CSDD 3610 CA wm PAW 2 PER P.M. 71-36@-M O5 NCI 0110. 10. 108 A/KAD 00m1 6F. PER CA 6120 MO PER RECORDS w F LE N 114 CRANK COUNTY 4111 [10111 OFFICE. ® ILL OD M 311141. 10, PINOO 0 A 1-1/3 4130 RAPED 1111101 3-01- PEN RECORDS ON FILE N THE an.= COUNT , 001.1443 OFFICE.40.•994 0 440156 WANED -STATE OF CALIFORNIA ON OF N0104r3 PER CALCIUM CA TIE 78-113/UOta PA tPARCIM NAP Ma n4T•e e. ?Pte 224/01.6 q4 • • • . 0.S • FARM A NE7 34 4401• [46301 TgL d3ae7)7W,A'Oxu (3001')y1'IA 148117 (01.61- CALM CIL NISI OIMm ACCESS4mummucamED 1EA 1IW11 . MIDN001 PER PU 61/10-14 PPAM 1 ....S. IF (Q • R= DC31;P \SEE i \ +131Orr"0+379)_ Ott114,7;wal,AlRR101 PER R71-Dm PER PAP. 140/31-33 • 4 • •_•_ • y0. (01.20. 4 40'34'43 '6 0347 (0047] 6 6 SHEET 3 OF 3 SHEETS NUMBER Or PARCELS3 P601 E0 Ai0 1 LETTEREDGROSS ACREAGE - 1696 ACRES (ALL OF TENTATIVE PARCEL YAP NO 2003-240) SCALE. 1•=IG' a1PUCATE PARCEL MAP 2003-240 IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE STATE OF CALIFORNIA SEE SHEET 2 OF 3 FOR EASEMENT NOTES, BASS OF BEARINGS AND MONUMENT NOTES. UK TAt. L27 LIM I3,L32 1201 C. n Q154 A1: FORM A 2.71a AC LOT 6R.9S 106/K Rld• am A< T / A n r a, •*000.000111111(111./1 (,111.1 II IIMT CSOMA EASEMENT00= HERM 00Y(1W) NEW ,620• L,2 I )1211•' L.US LOT 1 RJB. 106/.6 344 2o •••• • 0000 ••• HAYES SURVEYING STEPHEN HAYES, LS. 5133 DATE OF SURVEY: NOVEMBER 2003 CLARK T 6Apq TA MISS IC A» 5 a H •..•. • . page 1 Fri June 02 14:21:31 2006 Parcel name : Adjusted LLA North:2215397.5549 East :6031560.3956 Curve Length:19.58 Radius:17.00 Delta:66-00-13 Tangent:11.04 Chord:18.52 Course:S 11-03-30 W Course In: S 45-56-23 E Course Out:S 68-03-24 W RP North: 2215385.7329 East :6031572.6120 End North: 2215379.3801 East :6031556.8436 Curve Length: 15.40 Radius:42.00 Delta: 21-00-13 Tangent:7.79 Chord: 15.31 Course:S 11-26-30 E Course In: S 68-03-24 W Course Out:N 89-03-37 E RP North: 2215363.6852 East :6031517.8863 End North: 2215364.3740 East :6031559.8806 Line Course: S 00-56-23 E North: 2215276.8958 Length: 87.49 East :6031561.3155 Curve Length: 15.71 Radius:20.00 Delta: 45-00-00 Tangent:8.28 Chord: 15.31 Course:S 23-26-23 E Course In: N 89-03-37 E Course Out:S 44-03-37 W RP North: 2215277.2238 East :6031581.3128 End North: 2215262.8516 East :6031567.4045 Line Course: S 45-56-23 E Length: 17.04 North: 2215251.0017 East :6031579.6496 Curve Length: 4.71 Radius:3.00 Delta: 90-00-00 Tangent:3.00 Chord: 4.24 Course:N 89-03-37 E Course In: N 44-03-37 E Course Out:S 45-56-23 E RP North: 2215253.1576 East :6031581.7359 End North: 2215251.0713 East :6031583.8917 Line Course: N 44-03-37 E North: 2215261.1318 Length: 14.00 East :6031593.6275 Line Course: S 45-56-23 E North: 2215204.8033 Length: 81.00 East :6031651.8348 Line Course: S 44-03-37 W Length: 14.00 North: 2215194.7427 East :6031642.0990 Curve Length: 5.51 Radius:3.00 Delta: 105-16-14 Tangent:3.93 Chord: 4.77 Course:S 08-34-30 E Course In: S 45-56-23 E Course Out:....S 28-47-23 W .•••.• RP North: 2215192.6565 East :.. .6031644.2548 .. . End North: 2215190.0273 East :116031642.8100 Line Course: S 61-12-37 E Length: 0.19 • North: 2215189.9358 East :6031642.9765 Curve Length: 6.90 Radius:14.00 ... Delta: 28-13-32 Tangent:113.52 11. Chord: 6.83 Course:S 75-19-23 E ••.......•Course In: N 28-47-23 E Course Out:S 00-33-51 W .... RP North: 2215202.2053 East :6031649.7189 .... End North: 2215188.2060 East :6031649.5810 .. . Line Course: S 89-26-09 E Length: 27.10 North: 2215187.9392 East : 6031676.6797 Curve Length: 23.64 Radius: 30.00 Delta: 45-09-21 Tangent: 12.47 Chord: 23.04 Course: N 67-59-11 E Course In: N 00-33-51 E Course Out: S 44-35-30 E RP North: 2215217.9377 East : 6031676.9751 End North: 2215196.5739 East : 6031698.0366 Curve Length: 4.78 Radius: 3.00 Delta: 91-20-53 Tangent: 3.07 Chord: 4.29 Course: N 00-15-56 W Course In: N 44-35-30 W Course Out: N 44-03-37 E RP North: 2215198.7102 East : 6031695.9305 End North: 2215200.8661 East : 6031698.0167 Line Course: N 45-56-23 W Length: 14.00 North: 2215210.6019 East : 6031687.9562 Line Course: N 44-03-37 E Length: 99.42 North: 2215282.0459 East : 6031757.0943 Line Course: S 45-56-23 E Length: 14.00 North: 2215272.3101 East : 6031767.1548 Curve Length: 4.71 Radius: 3.00 Delta: 90-00-00 Tangent: 3.00 Chord: 4.24 Course: N 89-03-37 E Course In: N 44-03-37 E Course Out: S 45-56-23 E RP North: 2215274.4660 East : 6031769.2411 End North: 2215272.3797 East : 6031771.3969 Line Course: N 44-03-37 E Length: 14.56 North: 2215282.8426 East : 6031781.5222 Curve Length: 15.71 Radius: 10.00 Delta: 90-00-00 Tangent: 10.00 Chord: 14.14 Course: N 00-56-22 W Course In: N 45-56-22 W Course Out: N 44-03-38 E RP North: 2215289.7968 East : 6031774.3361 End North: 2215296.9829 East : 6031781.2903 Line Course: N 45-56-23 W Length: 2.18 North: 2215298.4989 East : 6031779.7237 Curve Length: 4.71 Radius: 3.00 Delta: 90-00-00 Tangent: 3.00 Chord: 4.24 Course: S 89-03-37 W Course In: S 44-03-37 W Course Out: N 45-56-23 W RP North: 2215296.3431 East : 6031777.6375 End North: 2215298.4293 East : 6031775.4816 Line Course: S 44-03-37 W Length: 16.00 North: 2215286.9316 East : 6031764.3550 Line Course: N 45-56-23 W Length: 63.00 North: 2215330.7427 East : 6031719.0827 Line Course: N 44-03-37 E Length: 16.00 North: 2215342.2404 East : 6031730.2093 Curve Length: 9.42 Radius: 3.00 Delta: 180-00-00 Tangent: 27792579241.58 Chord: 6.00 Course: N 45-56-23 W Course In: N 45-56-23 W Course Out: N 45-56-23 W RP North: 2215344.3267 East : 6031728.0535 End North: 2215346.4129 East : 6031725.8977 Line Course: S 44-03-37 W Length: 16.00 North: 2215334.9152 East : 6031714.7710 Line Course: N 45-56-23 W Length: 36.00 North: 2215359.9501 East : 6031688.9011 .... ...... . . . .. . .... ... ...... . .... .... .... Line Course: N 44-03 -37 E North: 2215371.4479 Curve Length: 9.42 Delta: 180-00-00 Length: 16.00 East : Radius: Tangent: 6031700.0277 3.00 48995336181707800.00 Chord: 6.00 Course: N 45-56-23 W Course In: N 45-56-23 W Course Out: N 45-56-23 W RP North: 2215373.5341 East :6031697.8719 End North: 2215375.6203 East :6031695.7161 Line Course: S 44 -03-37 W North: 2215364.1226 Length: 16.00 East :6031684.5895 Line Course: N 45-56-23 W North: 2215426.7099 Length: 90.00 East :6031619.9147 Line Course: N 44-03 -37 E North: 2215438.2077 Length: 16.00 East :6031631.0413 Curve Length: 4.71 Radius:3.00 Delta: 90-00-00 Tangent:3.00 Chord: 4.24 Course:N 00-56-21 W Course In: N 45-56-21 W Course Out:N 44-03-39 E RP North: 2215440.2939 East :6031628.8855 End North: 2215442.4497 East :6031630.9718 Line Course: N 45-56-23 W North: 2215445.0089 Length: 3.68 East :6031628.3273 Curve Length: 23.56 Radius:15.00 Delta: 90-00-00 Tangent:15.00 Chord: 21.21 Course:S 89-03-37 W Course In: S 44-03-37 W Course Out:N 45-56-23 W RP North: 2215434.2297 East :6031617.8961 End North: 2215444.6610 East :6031607.1169 Line Course: S 44-03-37 W North: 2215427.3856 Length: 24.04 East :6031590.3992 Line Course: S 46-26-12 W North: 2215413.5887 Length: 20.02 East :6031575.8924 Line Course: S 44-03-37 W North: 2215397.5566 Length: 22.31 East :6031560.3777 Line Course: N 44-03-37 E North: 2215397.5566 Length: 0.00 East :6031560.3777 Perimeter: 908.52 Area : 30,007 sq.ft. 0.689 acres Mapcheck Closure - (Uses listed courses, radii, and deltas) Error Closure: 0.0180 Course: N 84-45-59 W Error North: 0.00164 East : -0.01791 Precision 1: 50,472.22 •..... • • • 11 • ••• •••••••••. •••••••• 0 .•• 00 * LY .24E_1962; Recording Re,uiated by DIVISION OF HIGHWAYS Wham Rcr..orded Ual1 to SSATI: OF CALIFOf.NIA DIVISION OF HIGr.VAYS Box 2104 Torcinal Annex Los A-eles 34 . California 9-14-61 (Part) Written by: BFB Checked by: U. Compared by: IffTE 16455 eoa6187 x2991 wr 11rw4 Iw. -r. R1CO110(O AT REQUEST OF ORANGE COUNTY TITLE Co. IN OFFICIAL RECORDS Of o ANCa COUNTY . CALIF. 9 AMJUL 24 1962 RUBY McFARU111o.C0e11Ramrdw tansr oonIT 1)111 xtTIM Vil ORA 158 AntB 97 GRANT DEED C,(INDIVIDUAL) tor. f We OEOROE E as to eats ids of C,1nfwoia, dwcribad as That Portion of the went halt of the Northwest, quarter of the Southeast quarter of 9eetion 14,..T.-5.S., R. 11 V. in the Rancho Bolas Chita, described as followst r 00 fee throug1k an-s le of lion of said Southeast quarter S. 0. 16' 03" V., 30.05 feet to a lint parallel with and distant 30.00 feet Southerly measured at'right sngl { Ohre one-half interest; Beach, GRAM m ebr rrATs OP CALffOIIMA all Ibat red proparsy in -L. City of Hunk IO __,G,,,Aty Beginning at the centerOf-5414 seotiorti then** along the westerly trop the northerly line of said Southeast quarter; thence at right angles to said westerly line S. 89' 43' 57" R., 15.00 teste thence from a tangent which bears ' 32' 23" E., along a curve concave ' Southwesterly v g a us of a4.tT.. 4f` o iiAUj, •a.wTr,, aac a< i . .1 -.,..L 0.reran ad by F. ;.•er...f. 1 I. i•a•M .lam .Z Description : Orange,CA Document - Book Page (Pre-1982 ) 6187 .299 Page: Order : 2409626 Comment: A" 241 1962'1!J •to: .e r,r X..,. t K a.P gr 1T' 40' a distance of 60. feet to the point of tangency thereof C g1• then.. Southeasterly along said last described curve through an angle a) P.& 'of sT 311 2t' • distance of 120.48 feet{ thence tangent to said lost` described curve S. 65'•41' 21" Q., 581.07 feet to the easterly line A of said west heir of the Northwest quarter of the Southeast quarter -O with a carve concave Northeasterly and having a radius of 120.00 feet, of said section 141 thence along said easterly line N. 0' 16' 26' a., 385.00 feet to said northerly line of said Southeast quarter, thence I, O along said northerly line N. 89. 32' 40" w., 660.21 feet to said point of beginoi'ig . UXC*PTIM therefrom that portion thereof included within the right of way of the Southern Pacific Railroad Company. ALSO EXCEpfUE therefrom an undivided one-half interest in all minerals, gas, oil, petroleum, naphtha, and other hydrocarbon substanoes in, under or that say be produced or recovered from that portion of said land below a depth of 500 feet from-it4 suffice, with and including in such exception and reservation, for the benefit of those entitled thereto, the right at any and all times to enter upon and into any and all parts of the portion of said land below such depth if 500 foot from its surface, for the purpose of exploring and drilling for, mining, developing, removing and extracting any and all such substances, by slant or directional drilling or other operations from other land, entering into and penetrating the land the subject hereof only below such depth of 500 feet from its/surface, but with (and there shall be) no right under such exception and reservation or entry upon or use of the surface, or subsurface to a depth of 500 feet below the surface, of any part of the land the subject hereof and conveyed 1 . h.reby, as excepted recorded October 1, V . I. e N I (Description : Orange ,CADocument - Book Page (Pro-1982 ) 6187.299 Page : 2 of 6'• Order : 2409626 Comment: in the deed from Dorothy Thayer Peck and others, 1959, in Book 490T, page-394 of Official Records. •IC- . -_LYi Z4 f 1962 .' 0 YCCr Q RKCtrll$1 therefrom all remaining Oil, oil rights, "sinsrela, ninerel rights, natural gas, natural gas rights, and other hydrocarbons by whatsoever nsau known that may be within or under the parcel of land her,Lsabove described, together'with•the perpetual right of drilling, mining, exploring and operating therefor and removg the same from said land or any other land, including the right to whipstock or directionally drill and mine from lands other than those hereinabove described, oil or gas wells, tunnels and shafts into, through or across. the. subsurface of the land hereinabove described, and to bottom such whipstooked or directionally drilled wells,. tunnels and shafts under and beneath or beyond the exterior limits thereof, and to "qdrill, retunnal, equip, maintain, repair, deepen and operate any such wells or mines, without, however, the right to drill, mine, explore and operate through-- the surfsos or the upper 100 feet at the subsurface. of the land hereinabove described or otherwise in such miner as to endanger-the safety or any highway that may be constructed on said lands. This conveyance is made for the purpeses of a freeway and adjacent frontage road, and the grantor hereby releases and relinqulehes to .the grantee any and all abutter's rights, including access. riots, appurtenant to grantor's remaining property, in and to said freeway, 'provided, however,that such remaining property shall abut upon and have access' to said frontage road which will be connected to -the freeway call -at such points as may be established by public authority. '!he grantor further understands that the present intention of the grantee is-to construct and maintain a public highway an the-lands herein ooveyed In toe and the grantor, for himself; hiseueoossors and assigns, hereby wsivee-any alai= for any and all damages to grantor's remaining .property contiguwls to the, property herein conveyed by reason of the i Description: Orange , CA Document - Book Page (Pre-1982) 6187.299 Page: 3 of 6 Order: 2409626 Comment: ' T ZL1 1962b 1 6-4"5:5- h4 j...'::o:.s ,,:. a: Z :. .r - r••!rr•r•r •-....a.:.. ' ol'.io,21 UT loaatipa, ooastruotion. landsoaping or walat.nanae of said dgheml. (Aa used herein, the term "grantor" shall inalude the plural as mail as the singular number and the words "hiae.lfa and "his" shall iaaludS the feminine gender c. . •.-,•-fit awe. as the ass* may be.). n`'S:.`tc:.L '.:.A:..:4T C ! 5=4T-•c -.3 'Nr Q4:..] a+ .r"1 • 5.+• 1 J ^-ti••. LvN •1.K H n.•*r Yf tl 44 t•-•4 ..•: rc:•v ',. / ,*16 ...•N rt G •t. pf... .O4 I `. ,• - vJ . • =. ti 1c4.,.•3 •• ra 'v .-..t N .L• w •.v::y s•!.•.Lr .k •' . . t` E •••.• .. •. r .. .. •'c....•,1 .y .. 7 •• -•.. 0/' -. •... t. - ear, , , 4 .• ... r 1 • e . .•c: .y ..,.vrt„-.4 ... .r'' . Cr . ..1'L-'.. .r -. - •. .-. r. • i+Y •v Pl ' ... -. • • ..•.. •4t r7 4 :.••,; c 1 r • i Description : Orange ,CA Document - Book Page (Pre-1982 ) 6187 .299fpa ge: r-. •4 of 6 Order : 2409626 Comment : . . - - , C.Js-,r.:i/t iptl. •f1u'm „• ; i i•. Sdt.h :is14%7 if 11 ••J1.1IIIf r• 1;tf -TC7 jril •1`d + 1ttell-4 IA's10 21TAi Vo s + , `l31w• ---- -3 ,r; t,>ti_i • i.g. . _ ..Litf• r•tJ r Y_ 24.1962'1 r .. I osx cat•.. d o 5OW6197q a304. 91 'b.-"V •.lt, `xrnwab `h•:wn ;a2 A SW AT141N i0 - t,C.&jA :D -to : r13bMaC3JWOH4JA j.. -" . - t,. <+•\.anl a-e+ \..,wtluo •!1• 4t •.... . .... . Ss+a • H n) .- ' y7. - . a..... 4 % 1n.\rPa ,.•.. arY ••{t sm •aw t 4 w.. u ,,,, aw .. aa. - •.. a Ic.i ... .• e.< . 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Description : Orange ,CA Document - Book Page (Pre-1982 ) 11726.752 Page: 4 of 30 Order : 2409626 Comment :'•':`": =riiI't,, 0 • Mi 4-10t, A0'Cs (.i' i::'',,:I 1 I fi,l 14 1' i I p'+."',. ,, •(.:"K' :.-'MV4Y I'1. '.F•:. 7y t.,/ ; ,',:>;an,d ••I''t ', '.ter n +'•:2'',,;•a; y.:. 1 2,' to •.(tr .i/% -- ,.'vTl . t% =f " ,'f .c • + i• fi 3' .r r II"! .-: ii il•,, r' -.j' ,r: -_ ,. .t.,a; :. ° ' y f .1 Syr (i..i-L •,. , i.. e v It 3. l•)•r .•-••f .•t ,l , . .•,4,:• rt J:; i. '.• .p•4 Cat ; . "o -,w f' '; ^'1ai'tr•'±.; fia +'?Y'v ..;ai •r: f• _,!;: 1.'1r ••!•+ -'•rc•' ti .-f.'C q: .n r = -,.r •`•' ,.'a !'.-L:.M1.I Iv a ,':.7P•(f , • , 'o.'iduoat ,f' •iQ qvt l*bi,4 !:- ) , a , i7 ..y:.-•.1' I 41-=:..fpt'rs1w11t,. , ,i a., { r Q•'{pt.', f 'PIE f 'llra AcsT •T.RS%': sir? ++`', or #b CdifiJI !X.,* cUity ? iicluda s bat-• tr :y=" y_s ;A I ya :'- `r.i a.'Y. 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'' {k^.: ,...;Zt".'.• yiS3S'i• .r'y i-'T't'M.•••f''';''sr.``:•yy3fYiI;7ii QS II Y'+?';F•'" ; v'1 n pC:frcF, ,;s'4 'T, •,Iy6cE.': f % ; 4.ri•Ifti:t:ll, r y,, ''S I I it I+,' e.,rl,.. ,. I' • i ice. atl .A II Mr I I.1 II' .. i S•.. az• 'S.v,Y-F • '7i bi .. ,tikf4'f•' iac' C•-.: n•' wr)?7 I fir,;'>;y , t%'''t,C 4L Ii :r. 7I7 Description: Orange,CA Document - Book Page (Pre-1982) 11726.752 Page: 6 of 30 Order: 2409626 Comment: 'ti: -I: 'r • • -. !!hf}4m _eMTi1f1t1Ytnii '1n,- isp kiM7,..afeR l.s.. x.1.1', !•ju ±'11iR rwtiw.i..Lww ' • _ ..' ? p.". ~4• - . -f - -•_`. - ' •`s,---_ • bs--. --- ` ,ih,L , - '`.'' -' •t•: 't•.fj,_+f.:11.: d•"•. 4 ,,•.j,• ,.:'r.;i yr..: ' ; .' -, •.,=.. # .'y,„';n" ^'ij+', y''•J't,r;}:,•: ft.:'' •'i:a^: , .tiY3 r _-- i .i ,I.1 tl ; i• ` ;i`C+ii Description: Orange,CA Document - Book Page (Pre-1982) 11726.752 Page: 7 of 30 Order: 2409626 Comment : 0 y' ^ >c r••.'\`r,•' .o •a..-v .,,'•'''; : 'r -• is ma t. .3 rT••B . .2si ,y..fi, < . 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'' .. r .J / .. _ ,. rt. _ t..r. .. ,-:_',, i , `i - `:,vrith. ;WCSi: 'fn oil4e td eeridefi sue co,upliaat . b1' s .`o d.'to.•' contedpliied bi tU ffSectidn .4i '+,• _ }. 5 Noiw th8t. fdi .'anything" aantairea to tbb cbhtYary +,. : 9 Lain,- upon, r a a iah '- bt `-a 4nAi d#v# l , trAbt : darn • t-r ',>!iDdi '3ding thy: PaDrce , rtYu b ;may,++"' .-a •, -,. •t..-:;••_,-s. fy.r ..y _.J` ti<c•r ,':y ;ic- ..t:--•'i, •fa.,• i:•,..ir '`' i'1 r"r ` - 'e$pxoVe .'D3: 'ta i .4 ecr :%llas `ijri. •1I ZtCSibed_t1D sgd rr v n '_•.' -. n, -.•- 'J1•- . •,f,_ _ , -.'. r•i ^ :_ -_.w •t/; t t• an `, ,. '.,+.1 1 ,i•.r• A...K- ,,.•: r.,t1•., , i+,%, iv y w..,4: : '•''. xi• . ..A: r tl 7 IIIAli • '.aIl II Description : Orange ,CA Document - Book Page (Pre-1982 ) 11726 .752 Page: 8 of 30 Order : 2409626 Comment : V ir• 4w :'.5 ; it r •f r _ .ti,,.. j Sif•T.4`..,,S• Ft, `r`°,a..v: •a Sisk"!°Ra,°a'{'• uS;i „.,$4;5 x` `.' 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Ai vat h*ratafter ,, Vrintgd , in•"•a*ch; ijfataircr*.`saLV:,tr.,, xrl,_•„i':... :. :."+y.: ., ' i••;-r- v_'__. y^. n.t•: d+t.r,•`Y`. ; f ;,,-.,K"• X be, epput eiiaptytb+ Eiyititier,. t? W $X, P7l]CCT,> `¢il' thr .7e b s °.Wd _.s&c3J to 11Ct ehstl. 3 t„.:i;y'•::3: '7!Y.- ,'r;tS gt.4 2 tari_Yt,•a7l ¢_ aX ^t ' e"benef11t, of esek s11Ch n •''''.. d `''I ^[r eM1 ' /-:, r j{•, ,1 ea•,, a -i I+'ll , ,t. :l,,f t-•,'1 I, 1° 9 3 .1''•1.1. :T;tt. •:1A of n •.2Rv.Y••.,f. it -+l L '•i .'ass as iat i a`:fib; ,t t • #Ott 'i"M!¢katiV `_• - '' Description : Orange ,CA Document - Book Page (Pre-1982 ) 11726 .752 Page : 10 of 30 Order : 2409626 Comment:IT R! • 1 A '• I a , 'Y.1'\E•- +7i; iF; .. .err .J:tiiw•la.`:4 k t 2n - e • _4 'r • .. _ ,, _ ..r r a • . 1 .' •1.: .. » .e' O'• +r. V 'Y,t j,'. 4 'fl' ` • ll:% '" "1 J.'t?`. frW -OE70.''M •rehlinV•i,-. .. Rc ''jVt"'`IY • 'r .:.Sr' • a.' .'7 ., 1 a:-?aiea4ifb ., paYtiefant f k L rci1 •. . :*=:a , ariart uieaa IX4 iqi ?a o* V l#II,` ,-n t Y ` iY. 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MicJ[itkj : lct i tb psek ',y, 9.qq ;,'<,. • , Y 's•„ , i r ,'. ,• c'',;., -_,a;, 0l1. j i •. 248A ' s ' -„ - r '4'".,'" ^•a r `. ,•'!; 1; l!` , '.i y'3: _a :•as' 'r':, +:`s •.-lri.73q 'J .7:.ti r. it .a' s 1+ it 7risap tha:•:`1,,>,. •;:'}j40a 5.11: r to `8.46,au 46,• ,' J. `'' .Y . agaslli'liQa arid ': te1 r s<110tt Iali*1oSan61m shah py not be- 1_iMted talwaodpin sapr..'.}`cii".t .gyryi, •_ -•. ;r2 `s_.•_,• ?y-Fi'') . ' -, .• ... '-t r.a_ II I ('ivl j 'ASi+ter +i4 `'1Er1 'rv l'.i4:'.gg t r1 1 r g , fl k I 1 li, 0 FI' ',f1 :{t';K i'_ %•-, h.~•C,a.', _;y 4--' • °7,ay'Yt., C,".1 Y•Yr!',j4`I I I'I I d l I IG I t 'I I•n ,iii. yyr L' tI 18.1•I.•I.Ir 1 i'1 ` Mi,- I1.,NI •.+ ','.-1 . A7 ;•rl ) CI Description: Orange ,CA Document - Book Page (Pre-1982 ) 11726.752 Page: 12 of 30 Order: 2409626 Comment : 'I".A';V pl uls I 1 I .I .,: .•-ii,&.'.,. rn .•.. n . i 1 'I ! I •, I I '.:'!r-•i. ;'.,•,j-t•l,'; •v,+ .,'i..,r t''Ce•F,:^fk[>°',•._...•'F,.•.,.l1!rb , "'. 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F>ao#•wlonhd '>l '1saER s:•i -- Zk;•;-:. , •''f', ''y-",Q ''t 'Eit = aifill '`['tltd 'Son`'0 .'•?C t a4d •' :,, ..a Ndstpi+tq!rf--fhcside -.. ?•;.. 3 ''8a Q0fba4F', utve"{angafie E eeCTirand if 6441 Qr 4-tahget'-''a-rgnralrarlgI -G , ,> {.tiV, -,- :' .::t• •r. rea lo;t #fos %3f`•e,14t•1Qe;:ga3dyirevexf4 '-toneri'd iifyvitdjfr ° • ;, x _<r' d7 rw 1• taid 1{i?!il >,eas R ;;9',r ?',is -' ilf'A Q.r fEt and ra Z #tt4 O r :;2"Y;4J'Ktten rt>ilrly 3?' A(r ._swer b &`P 9 tX:iEtR _be,f .,'*.{::;;d,,%r-.•",a'` '.!e;'{vl...it'f .>s••, t,L•4i ' 001 c:Y. 'pKh`,i,-`` ' j, 1'.r:.r ', . •:eO t• ri'J4°p, '.0.- + Gt,1+'/. '1 20 6 6 .i t L r `'-:' !{' 0 'paw•s r+, r .,,rt , r ,nt ':'<.o`r'tir:',.'..`*+R•lt•." ';af'"I 'c!:•':=bt• >•y !..,t..,..rty..0- _ q=L-f.a0 `a Q,r;,.'.a(1^- -` •.. 1rI J LItX71IrC_JR : 'M(.• ,OFi ; iPy 'j a . t-''• ,'toni.,, e:', 1459'2+3drfE:l ld; g tdefrt lc tlt! #a ,; :}-', ;r iwdn,'tt+ie SC,11TYe•cot}cayrorSCvdAte >fly + nivfls g a +av vs o!,, j=•'+s. r;thea1Eer 'ly; ,,: ; .'.r,'1fl ` y ,nnitt c?''•',$ou d11 cE tfl L fN4ytre,•f Th i`kdia2'line t4 f ''f3 ieeas 't 24g.3B,,b : •r nca M It cv iv $"t 7'3rl3 ie fiotstlc +ltilf bf;' t .-15M er; s fd .. y" F yFrrgnf 'e[ wa 'rdeddd ttr aak 8gir -go. au vb eoapaWdt' the Officq ot'eald •GcuM r Rpccr t ofn gika 441 Nott3i i4yy tih¢ Wav ng n. ctdlutr o1 80.feet.-*'radla, •Yfue;t¢•a&1d pain! _''ay nt _isi$lNijara 0.gZaext<sLa'53 =3#:391'1m lLss__'-•- - pera _.,. eurvetbro gb b. ceuha1'angl a eC}9,'.O 'S3'{ a .tatuca .o.( I y` te,t1 •tlynnob N74•31 '46':Z49:01 •fuat'along ,a i4 Sa 'd t Xaatptbt •bev>Y >4 a r :ie}ft= t *e ce r; .. . •.r'r a h . s ORt rate•t b + 'r ' ','`'"'.;'pieppsF9; a1si ;aatd .tizSsljr s t w7 snlb i-~ r =s{Ft:os : IB. di6tan4kgrr10J3 .;4'f, egii7+p =31K'.r'4•=.t r t .ylt i S'a tf jig, :'idgtQ h;y,r }ght n1; };'Son >,rl 5l,a.;" r:.;r:? rrti^t tit!_'ft s i4fpi}1c at ° ` Y ' y •-,. . ad ' n si sitt ae $4'•Z3 "W ;Y+19:Q.9'doet {iga dit '3eb X3C' i''' . r`t!(alt_ ..." `' ,-. °:••;; _ •., U Q- to th e r GrI,'bogt 7fl &{+St =,..:• °yy ' ', `'` •• ^ •''>' ':,1` . -, . '• ' ;,::-of si d Qttth etqua to :: ,.•_ -,..r az fl , W1s}f CY 1 e'Qr ,thaess 'quirtR >h. t S ea t t;1 y '; . r,4':`r' ct 1CS-; :,__ ,•fi D'.yi: ..•iy j,... ti _ ^.i.'r j:, •,Cwav 4^ `:;j:''...',i..: '-,'- •. , 'F,•t•"` i-•t 4 j,,.,,. P. •-+- "•A•'• "r :'' ,.,G w _ '--•:a '.(.a..i; f•i-.: `.• .\^.K; ^?;• r y5 ,yr• _:i1+e ,•r...-:'}~;.'• ?.,. 1 - • .n7'w: j;•+. •.;2 t }'•f't.-';;° iti •S':i'fr•- °':..;1-`... i).- ;•N,-. --i..,, -, , :. •r , . "`,"'^^'•r",i •:'. * ., - - _ .- ,., ;J' .kot-•M'.•••:-r•.;-+c•71.d ;• -:;i->•La-'t;-' ,-.; t'.•.r_•"";ir••`':.. '.= '•• "r -i'-r,.+ .11 .-,•F-!„ "i f. rf ,.,. t . .. Y+ IF S+'•..••yf_t .y,`-o.'. ,• ry, xr4`c+.•% 1i?II{R•'•'f! ''4t'. }:'hpjSYy+Lilti^r'r•:^f .r0f ` l 4,Ir I Ir Description : Orange ,CA Document - Book Page (Pre-1982) 11726.752 Page: 28 of 30 Order : 2409626 Comment: I Ir*1°'•1'•i-!•r•A XJ' ' r.x tj:+;<N ' -i tl . `axe"p .a ,.1'.yti_•-+ ...,:t/I,,. .r,.*1 ;I I'•V .R ti +a. ' ':w •. ,. {;f'.rA•. \ •:. v. :,• J 16. ..a , RA%h 1'r rYJ •• •,'.t.a..!•.'r ty.. 1,. 'v,: .,i. -S t•. UtnS,; .;'+yj A_ • t.' 't y'ti •??.f: . .`-•. ;.'' 1 ",; -:., •. .tip `' ., • ,'.'.;•.;",.' .t-yY- ''+'. 1• ),, ,. nr . 't•.. i ,` .,• : Y }`+a`. wc`;cW:.d r ".-;c..n `. " .'r".-: '••-.lev:.• _,J ,y`.Y4. J`y'.- „T :,:p.:`-,^:•1xb.`•'•J„`.f.il'3•,-q•;1-i-:ff f,''.y'A-1 _ !: T f Oiv, OS ;tit YtIwEst Qgk*ttk `OF QUfH ASt .q 4MTi OP `^4 4y'' .9 J w...M ai';''t3; 5 i sci, * i NG 11 ES1 . ; r. +c"Q;4r rI `off "HUNf E rvuI tYc%Qr apJiKr 7 T':`t s .;, ..,•Mj .. .711,"A--"..; ! Li oRYl+4,Al ssOwr±.'61+. +! caatisa tit, BOOK " . $I CE; fi L11JS• MAPS .ZNI THE O F1 CE, Of 7Mt c*UNfi7 ;RE6oRt ttt bri $AtD, -` r,:.l: J, t+.ee1tC 'fM'3 tfFS 'Wl+Sii 'fit• e 'T it.ktliCOMfiAIG 'DESL4lIAE9 "LFtEt - ••r•••. ..- -. wp - -t ` •. i_. n, ...,.r ,--a ..y v ,. -- •.'.,wnY r.'7: •,.a •• •• _ • t - f: •(7 ` n ? ' .1. `fA,•)H V"'' ieiiigi"v a 3juaa PtF. -Y k t i. AT, A ?sovj+'E. 1054" Cjp E' Hab3?' 3"K° 100:00 ' #EE?: fit G 'T* E '•WES T I1 i i, +N !.; ,r_ :kz•1 r. kmR,, •trrt^•`r °32!a " b6.$3`'` 'r: A*ALtEi wrTt1 Th ^ tr • o'P : A O _ THI S`rgUA tE*. t Q ` tf LlE' aot!YQ i"'4Ec t !r t" ; ..: /:..' A Y'j;'f7 C17I4E;•IEGIAW,J•Klrr:•O1=O ''pi/r-Ytf ,.fE `t. e *1 `<r,r it!`y• ;-<S'__;._ ::thAx' l1(t •t1911¢G; lk`.cAQ115 5C J$rE"T 1+1 ify .. r (4 ',Q"+ ' : yy7 •*/' " r'_r ,arNi`:.t.vk Yf .f4. .. y '-•'' - Tr"'_ _ .. ter.. ....! i7 ','. '.^_, ',•^, •.••'"i 'tn.. ,i• .'. f -40iftr,;C>h=ZA`i+[6+'I: sty `1ltv "6it ;=ir :'* .#r RR+:'AAlt* TO AtQ`r'+ 1C `;?Y}, t .S•' X ,c _ ._ X11 " 5!OQ141i°23O &7 ,FEET' To' T+fE; 9E6f$ Of A tTANGEfft CvIE'vt : ` ; ;''° Co VET SOUTiiaESTERIY ANO'HAVING A AbI US_G EEty THENCE ~• !' 'Ct4+'R 7 ,3f3..- 8. FEET ,At,ON4: gkjy'CUiWE .T2{ROUjH -A ,Nt*Al ::._+y :.: t'i€+ r7!'! Tj ttHCE iRNZ•,EWt TO ilc1D _ (%C`,TyeAr ' •, F f RET••TO ,j fE•BEGLNP1tyQ 'OF A Tfc106ENT •tURVF `?6QkCA /E,NQRf !!=".'"'1•`168-.'66 F ERLY•At AND H vTNG A `RA01U . Of"'2 Q=ADO FY ET j' 1HEN.9 .,NRSthflEvT ti , ,23V.62' FEEI,ALQNG siuq U Vt TH OUCH A-c4*RA4-LEA .9D°oo'OO", , Y: -THEA(CE TANGANT 7Q SA(b-CU VE• NO° 9' 35!'41 1#4,'.411 FEET •TQ t A • P IMr'; IE)t-(rQRT L'NE• r>F,'S T ; tttaRl`AI+E`s ,1 U1 R76(.:"! E3 ';On;' c0 :} E, + `?`.+ ; ;fii,• K '.f•e„ n, . H tIR 1 N.!SgI XiQRtH t.Ib6 if ROM"rF(E'flORTJ FB ,'C`01Y!7 4 "'+y .•Q vS••a il<1t? $f 11 5 .: k.. ?_ . c-i:r'.'- .t +,*s!' .` •`'S4 .t. t'EPF'• HEREF tUE" HEST „" '4OiQ' E3 b ;i4"-'`r E . r..' LLOkITG'QE°SCRI@D i I Ei• + : ? -;. ,.•, ; :; r'f. BiEtkAI G'At IPIE QUtHiaES"f CCitlVEi'OF S4Ibi •k6R •Th1W..57' A)ITEt>v `'?1 t .'. •; p,; A r NQ°3grgrn t .n nn t•ee re n +ae Irmo t,r-er .iluc nr ch i n uwv.Lloer:t , :.< QU t 6*j ,kE N ° `03 "E.`35,_ C• F l{!f T+ARA4lt L. WI fid :TH£' S6U7k ''_ Ca o ¢tp rib T IJEST ,QVAiea .? NQo39'.p"if 05-o, 7:_ a;rEit . =. ' r 4-! 'N` 4ri t iix a T rn' 4itair ii; a ,tf Aeci oEE ti Vii' L a ;:, . '` , tON_GAVE 6?ERiY AN AVIYPP A`AADLt1 RA1EA1.TO • SAID POINT 941165 , H°OlLlE•, -.. ' _, '% •n.''.r ^' ••-• a. ., ::. r' '.•. '`. '.:air. `•:i -.~ q ' .,fi'='.,;R r'•+'T,h`: ;9}f,'•7 :"F,. j•R,~{,r •f•+•':/r•:.' v"'••, i.: `+`-,;r•f a-•i`.'. ;.".`'' ^%4 -.7° di"r:-'.t1,',,i f .i ,b ri ~ 1 IIt ,L.. ,,'': ,.t+ocu,•f_ % ,..4 b •w•'0;4. IJ', .i,l•, ,qt, rMi ..='- .e•, efyd .,.. ,kr 'S i*, ,:x;,6 _r'd ; Description : Orange ,CA Document - Book Page (Pre-1982 ) 11726 .752 Page: 29 of 30 Order : 2409626 Comment :i'rw r ' 1! i 0 •t ``: '+ _r, :.,,{ S,,ties, s,'. •r. ";:' :, ° , y , * :c:,•> 'i`• u r..'f'S' 'fit •-;_"• ••Dj- L :.r te 'r , _ ....•_ .•r.y;S.N}:• •..- •.. li• ., .per' ,. ,. .. '•` - •., .r l'-3L"'..,- = c : •_-•!, :r•:-i;,:. •\t- jyS "I:,!• CI .: 1•1Lu'.•.`••`rlti• "•..s'_s .., . at,y ,1,'•1w,_•t •- '•4. 1'y Y.-{r;l }•t "..t. ,• 4y.•. ,;'•5; ",iai tl•_T •`!a 7":"`i VIE a' .+`Ar7 j .,:Vi 'v .i. •w ry(i ,y T '•tt^ 'I,;q,,, `; S.'-r -xr-- .. y st 'y.....t• e '.1S.51 `'7i,JR?'!I •' •'.7 j -t tWV7r •,AAft .• • T'.., f= ',f•GtiCM r i• M '•ty"i'yi r CITY:0?. H#1I r 1 !r, qui+it OF Q FJGa -`',x ![¢:•br;;' f .': ..:..!!ti '' 1:A ',.;.yyyyAr Mt' y It 0 Oa k-! 11%SC$1.411 SJtAr IN' THE bF`lt ti„QPi flR • 1 R' E laDER. QR Aio- ' s+ y N 7 if:..fA1 ?i ;1 l*D ' As I+p4b[iSasb MG ;COl1Nx'l; SENT ti I Ar.:.E .eg wsT. ;co1NiR 54T ' a or ++e %:gtM WES1 %'111t,`OF';t?rA'1D4110*11WtS1NO?3h! a"* 1 QOi6Q F6 rs''AL0A i•TAM}IENCE .,.(„c F=.t itF ir+ElaeE'N ° ;t :688 S , t p)4%MsI,y 't A* •t t7-. - rJ •A..OA ..-. r ?, 44, •,-. '.may, 5 '-•i.1Y ;. i k v„ Z jiN -Z-•a`40'Sc.r;,y^Y}•+7'r.;ti'1s.. i, ".: _..- r-'i'%•°Y y,t;,.J,,7vyy,i•rys` {•µ^,y:': 3.y ,A,P.:• 't`: t • ,Y-.r.y !n.n• '. Y;:f#s .v•..'yyPa yy°.-yy 'iyr•Ey':;(sY:.y,,/••"4iI:OC}1•-1E1F',,Sn,•7y ':r.. hrl ;''.'• T, y-J *•'•f!. 7., :•Rlf/f ili' `Np4a ` 71/\7fi '/:'AM .1I.7.'.-'1•';.,ti 4YrtYOD `!6 rA `'' ~;.4'&iE #itC "ita1'HR icrdr ; 6x"llOtlC 1•' "- •' i!Na tq 'SAI .- •': `.;, .: .'` , . ,.: w: Cee ti•g!bo'sj:2`s•T fve6' D'tgkirE :CbyCAVE SOW. WlaSTtRLY• alb' jH6 h 1:ADivs o " 3.t •yt E' . F+r t:-`` :. c. 1t0117tt1{ STcRLY 3 TEET At'Nc ' SAW , MM TM10Uq1t.•at i8N ?kJl a r ., 0ft- 2.°3141 °4 THEIN4 ' TAttOHx #b S/Nb CURVE' 38 1! per, 1 TRY AND HAVi$ b - t0.vf QFi 9O GQ Efr.1? ! oRtt TERtY' 2 ,62 s44Y' At $ sAI Rir = aovt,• • NT t'A$Ok!;Ffl!"y as"j ! '-i tec 5,,T o. SsIV CI gv : a39'3"si»: 1r• 1? r*:f .i i n! ;: _f: , tF, .' . l "M asuaEq'-x,t rtG s NG YK i4 , f'a :'fHQ; gisr ue34:.".0 5Q A1c" r,• /10R MbiES ' 4UARTER Qlr,:litC!"sot,'ti} A$ :t,A'TYtR ';^'° >.;' ;tic;' G'. `. • ::j::.y•. T > m 3T A p0TN1` +t$E •dist LfNi ' OY $&ID 0i'IWEST gd*K'1'!R' Q1,T>fd • AS?'- ' QW70 -S0" 39.' ) .i 40.00 .TESL r w " T8i' x?4t'%±EST•cam CT SA1P R0STl1SISST, • . ' i,: 4 7 i 4! Z-*3 V 3Z!iQ Q°!-40.ip fl =r TB_1tE •A*C1S Tf0' .A• NC1J1 V is ,ls,„`•. S _ A T11 ,?, A' SA924 ` A 1tDI { O1t3.y90 ''1 t's` &I +Y AL .Z t Opp ir `.a#AiKL DAi8 ,ilti• W4 'z; 1'l11Ci 'lld T a*i r f0 8A n ' 76'K'Tl 70 MID. . r_ • TIM SIDR • t. i 15 "at SAID Mir , O71. ID " aa' > ouNnfp' O11 n TIl$''>ila [ Jl$D ti - ; 75 ,''~r•.1C .+k , ..v`A •},• 'Y ',t.Y +7 -r ••:'tagW.••la »•'il,y yt" - • r - ,• E "•- i'.qi idy ',•i IO WA Description : Orange ,CA Document - Book Page (Pre-1982) 11726 .752 Page : 30 of 30 Order : 2409626 Comment : NREN RgCORJIEU RETURN T0: .FRRV t P,NTSRPRISES Ii) if. Third St. P. <l. Rex 176 San Dtmae , CA 91773 Attn : rerald Y. thin 2!564 c1 I 19274,, I O3'7 EF•U(i [iTiioRnr AT RFDUFIT or FIRS) AMFR_ 7111E INA r0. III OFrIClAl RECORDS OF ORANGE COUNTY, CAI IF. 1'I <16'f AMPNPME1 'I' _'1'U 8.01 AM UCT 1H 1j7A L WYllf CARIYLL Ceulltl Rer:vdP'RF.CIPROCAI, LASFMGNT AGREDII'71T THTS FIRST AMENDMENT TO RPCII'ROCA), EASBMLNT AGSIr .tu T is made and entered into as of this i!day of October 1976, by 'ar4d.bptween Jl3RWJ1L L•"N'ERPRIS >;S, a general partner- ship, (hereinafter referred ta.os "Jerwc :]'r) and WEST COAST SOCCER L1s1AGt)E, INC., a California corporation, (hereinafter referred to as °WCSL"). R E C I T A L St 1., Jerwel and WCSL have heretofore entored into that certain Reciprocal Easement Agreement dated hpril 30, 1076, recorded in B06k.11726, at Pages 752 to 780, Official Rec- ords , OffiC0 of the County Recorder of Orcingc County, fo nia, which Reciprocal fsarement Agreement affec ts: that certain real property situated in the City bf Huntington Beach, County bf Orange , State of Califor nia, legally do- v scribed as Parcels 3 and 4 at; per Parcel. Mop recorded in Book 01, Pages 12 to 14 of Parcel 14;spn, (iffier; of the Cou, Recorder of said County. 2. Jorwol is the ownnr of the real propa+cl•y legally dcocribed as Pnracl 4 as par the above dcsacr .ibad , Parcel' Map, and WCSL is the owner of the raa] property ]rclnlly do- scriled as Parcel 3 as per the raid Pa cul M.Ip. 3, Soction 7 ,13 of t;he avid kt-oJ (,r•or•:11 F:ort in'mt Ageeomont provtrY os that the partibF . t:n Ih,• iT,iciliro'.,1 ;:nnr•• nlcnt t Agri- rmrn L rrhn l 7 r_oripern f r otlitr in snodifyincj .Ind/Or F+uppiw n hl:u'; n•r ..a i i Bt I 1527?C 1038 Easement Agreement as may be requ i red to obtain thr. wr, r.ten approval o the Director of,Planntng and i:nvirommnntai Pr,- sourees•of the City of Huntington Beach, in accordance with Condi.tion UBe•Permit No. 75-24. 4. ' Theme Director of Planninci and Environmental Re- sourbes of the. City of Huntington each has required that 'the.said Reciprocal Easement Agreement be amended in cer- tain respects in order to obtain his approval as required by Conditional Use Permit No. 75-24. NOW, THE REFORE , in order to'obtain the approvals re- quired-of-the Director of Planning and Environmental Re- sources of the City of Huntington Beach in accordance with Conditional Use Permit No. 75 -24, Jerwel and WCSI, hereby modify /supplement and amend the said Reciprocal Easement Agreement as follows: 1. Nottaithstancling anything contained in the said Reciprocal Easement Agreement'to the contrary , the said Reciprocal Easement Agreement shall not be terminated with- out thc'prior written consent of the City of Huntington Beach. 2. Notwithstanding anything contained in the said Reciprocal Easement Agreement to the contrary, the said Reciprocal Easement Agreement shall nq't be amended or modi- fied without the prior writL n con :;r,nt of the City or ilun- tington Beach if the crfo CL of such imenJmcAL r,r mnrii rir:c,- tion would be to altr •.r, amend, tormi r„•,LC or it p t: r t-hr. reciprocal ingress, t q'cr•!:!, .end l,i i: n7 ea ^,r,mt nLG rJr %int,:,l in Sect. uns 4.5 :uc: d.,, oC `h,^ .:,id i _ i;,c .._ll I'n .,,m•.nt ngrer•nrout or the r i,jht:. of the r' :,-i i,r• u c hc• ',1 nr. V 9 -, 140 i 'wqlo1 ti at I I Y27PC 1039 Reciprocal Easement Agreement or of their respective °Permittees", as defined in Section 4.2 of the said Rcci- procal Easement Agreement, to ude ouch easement.`. 3. Except as expressly modified/supplemenLed and amended by the foregoing provisions of this First Amend- ment to'Reciprocal'Easement Agreement, the said Reciprocal Easement Agreement shall continue in full force and effect in aceordance.with its terms. IN WITNESS WHEREOF, this First Amendment to Reciprocal Easement Agreetitont is executed by the parties hereto as of the day and year first above written. iERWEL ENTERPRISES, a general partners f/ By : A. S WEST COAST SOCCER LEAGUE, INC., a California corporation Hy: Sp vct.h , Pr Sidcnt BY: APPrI)VF;) A.'; TO 141"M: ON t'. R(N(NA i!Ity At, itlby A e C) w 4 1041 CIF CQ OF F. :0rdly aefore in are 911 N WUq ///fnlfip Crp W c 11927n,1040 STATE OF CALJFORNTA g::. COUNTY Or s' On J , 1976, before mc•, the, under- signed, a Notary Public )n and for laic; St,tto , lperi onally appeared and OPFICIAI. SM;AL CAROL C. OATES` NOTARr P66LIC CALIFORNIA WARY 60110 nLCC_IN108 ANGELES COUNTY khowti to me to be r•:i of the pnrtnor_. of JERWF,L Ei.TERPRT.SES, and acknowledged to me that said part- nership executed the same. 14ITNESS my hand and ofCicia Notary Public MY CmmilluI toles JgtwIty T0, 19C0 STATE OF CALIFORNIA ) COUNTY -or, On 1976, before me, the under- s igned, a Notary Public in and for said State, personally appeared JOSEY 13ISCIIOr, known to me to be the Presiden', and , 'Lt'' E , known to me to be the of WEST COAST SOCCCR LEAGUE, INC., known to me to be the parsons who executed the %iLha.n instrument on behalf of said corporation, and acknowledged to me th&. :;nid corpo- ration executed the within instrument pursuant to its Fy-)m•fa or a resolution of its board of directors. (SCAL) WITN13SS fl hand Itlcl c)fEic}n'a} nvvirlAf, $PAL cAR01. l OATt;S 11WAul rnu lc CALIFORNIA N.l nq' fl.,NO IIU'n IN l 7'. All "a". 'Alutnr U; twnmf<•wo I .la.. 7s r.wl -4- na a • .WMPW RECORD$D RETV N.- V9 - o RUTAN' i' TUCKER (RPS) Post O'fficq Box 7369 Piewimi t,Bepch ,- CA 92666 C3 .l. • .AGREEMENT • :ar,! 30i7Pt I 69o . IMI7< 04CANIERIfIRSI A1 ^p[c61om IM WP c1 Rtco*OJ0, Cqt$W(f =}l. AN.MAR -6 1979 FF A. BRANCH CoonN W "Met. • H § AGQEEM£NT '•;s made .'end cn%Wred Lnto as of this •"t day of February , 19,79, by and -be t ween - JEAWt:L ENTERPRISES, a 10nei$3 par t nership (hereinafter refefred to ass' ".7e•r.ve1 and OLD WORLb OWNER':f-ASSDCIATION , a Cr,lifornia inafter referre to as Reciprocal Easement Agreement dated Ati1 30,.1976, recorded. oi,1.7 2b,. ;at 'Pa 75d -& Ofti ` fa .,•s-,. 9e9- -'C , `C 1`-Rcerd§.' _ ice •' 1. Jeiael 'haa heretofore 'entered into that cer%,ain. cool)oration .(.here- RECITAL:' i„ ^l f i r s..off ,t je tourrty •itecotav 'qP • OreP9e.,Cpuntyya 'i;$,i arriia, :which° , y'Hasesnaat 'AgreeMe 'nt -Wa$'amended tiyc instrtlmen ,. en t4.C1ed :-Eirltt 'Amendmept td ReCxprd d al- Easement 'Agreement dated btQber' 11, X1976, arid,rgcorded • in Rook ',,1L927 ,t'at Pagar10 37 Official Rei4rds,,Office••9f the.county I corder in and for t a fir' '.i • s :apt ':! , .eajd ' Coun .2 Te6aid •Recliproea1 £+as•emierit Ac lieiroenti •,as`.a anded;• a (fierpt 'dafte fef >~ed •to dja••the" '"f -) =affects that-certain - eel prQ sty aitu&ted-.iii thi•'Cxty- of Huntington Be4ch,•-County .of Qralre :'S',ate of Ca'.zio6 nt1 , 1!$a4`1j6 c)as c as Parcels_ 3 and 4aa's per Parcel Map recorded invaoof:' 81, Pages 12- to 14 of P4tgedr4ps ;_ Office n•f.'tfie •,Couflty Rprcler o ?- said County, 3. Jerwel is the owne r of the real property legally described . as Parcel .4 as per the above described Parcel Map-,. and Assdciation is the '-.entity defined '- as "A'ssociatipn " •ih Seq tion 1.3 of thg REA,-and ,iq erNT3tied to exercise all rights and privi,lages •of .th2 • party tp :i;he'REA owning Parcel i3•aa per the aoove.gesgrlbed larcet'Map -.-•-• .. .- v rT.;. •. .1,P 1, • • •• • Description : Orange ,CA Document - Book Page (Pre-1982 ) 13057.1890 Page: 2 of 5 Order: 2409626 Comment: - ' " , 130i7r I f91 p ' ` ' 4.. &..-t 3ax1.. `•'.1'i J' '!,••. P 'rl p3 Vii'. • ! ,.-i,III tltr WA bpi u' . not w1 to tti 1 f t!H•i G <.}.t nn^.r t- rr,r'. :u ,t:',} I, t • .. 1,+ t•ruu:r• ',r :• I rtt I- xt I r' tltr; F- FA rt'yurOwl ty arytirtger••t i• .'' r, It.ru:f;t,•i;+r}^r,J,n 'r•raud 'if- purlltZp with resi:et to tt,o intereft ui' '•'.I}ir'+',!'•!•e r'i prijerty c rrt 'to rhaftJ1. .,tlc', "iTIFF:`'O'i. :r: 1•'rr t .,rp,5'.it:i ':+' i'^.:i.^.1'7t"'•,i',Zectje ,7.,1" o of the TWA rtn'l.fce: hcf''gox' '•tr•:;7'1cr•ttion; the rrreipt <n'i s iof Odd'' 1s netet+y ack;:rwi,-jlkcri , T;%rvel.utrl, 1.' 1:itim homy - " rrvrfyfiapPirritsr,t ark ar12 GteiL 't .= u>,a}r ! 1iF7, ,frl' .11 1.. 3ervel my use th Jr•rwt l ra: rr-], : , f' r 'tire eot:- structlon; q ' t1ct, and mair:tAriinrv cf offir- r•,,]:dij-g.,, t i'a';tiants and- rm t b>c t o -., r d,-,:Wtleci+'1.._ S '*ni =3 .e11.tirltt ;t vetivrigr -L tg ali r dis t J Aqntt;,t>I y•re',ei+ par 4w 5 ::T'rft tTa+Tint'`tir'r.7n1; 11@8 ,.. c?r'fjw excl,iii47'r:r-rif tt]e't€+t.@I1`. such tnntltiirrgs'•at d/%tr•.the tn ;}etyees =R/or tiles of jitc?, teiaii t:; 'an'1Io* • -' #iital ] a Lystem of alllriated - Ay.Wk ing Will iin :,,t<}t adJetrH:t' p-2rki areas for, tie tenar:ta of : tict,. tnstllirs <uwor. such, t P.11 ],>yees ark llor t invlteeg'. Any -t cTi .a I3w4eitt_?a.&L;F,: cr11' $es •xwt, tie: rvt*r } otrh 1, r,;I'P 1 sYory,•hr gro}atd leaiel'p l ng, ?Ibt 4CtiS'itlx3fpg' I ffri4goii ry n;.)r.ki the narf c a7 rO i revbl ,rklrrE spaiesvfttsi ii ?M Wt of the W.'r•,';.'L. 4 !; Pa2rce3' and i 'half of, all groiaic level, p r•1:1it -spaces wlI'l 1ri t rr reet" of the W. I.'•parc,rl 9>,ail'nst. tc. r,1-1 r1 te"i `'`' • • To the ertter,t., irf rugs that @irts 1'r;rttirnt t-,cfu4 rr1 tt4 cnnppenl ru;1 r1; appT'dva1, of the City ,of liint'ir,f;tc& ' Tlc a'ir~pitrs!ar t r1 ;,Oct ioi. of the"REA, r r ' the parties hereto arlpe' that; to s ic.: rxt ent tyaly,•this Agra ;•npht 'shall nct: to deemed to Nleorne effective iath'tss m,•t inti] s',c'h 'ti•r t ari•9 approval is obtalned .l- Sucti consent anti approval'by the Citty:,--f''t'rtinC br ae, is to evldeltttedt-.a.separ ate srsir raer3i reooraed 'irr• tn'(ifffc¢ ;,f f rdU.ty• •Hecorder, Orange Qinty, Cali3orria, at any t ML3:"t&recorhttir,' ."L hietinstt ttrezrt anl! iin3+ 8T`.E} #s ,ttaillirg :;,r rrrorclnttrr c.f cur; r•a :rrit,. -.Lm apprtTv'a1 shaTl,,rot he acen,9 t 'c . offer' • 'fns ;.. r,W^rr f D. ,r ponri t I)- •i. -- -- --• _ -, . • ..--- _ - .; --+ - .--- '' -- _ Description : Orange ,CA Document Order : 2409626 Comment: J , Book Page (Pre-1982 ) 13057 .1890 Page: 3 of 5 • .o fr7ve1 par^_bY not'speclterl In i'ar'agrap?t I abi've ti A£ tn 'stirh' gvQnt, t is. 'S.X4130137 1892' rr•aR.-'re. •a• ':reL;atlvr c; 'LF,1° (yTti :h'. : n:•t'••t)ru•crd an' approval by rl ` l.:•i y. cif ,thii•Seip-'cr, Ftrai ezt; jit ,nrii.+ {rry+r nor 'jxpmP reSt?•1cttdL9 ai We preck i:lg pr ovistcx or Uil s Rpeenrr:t, the IPA.rha•] ru..j r:Lt:ll lQror3- ?.. e'xcel'':L uxprr:'rly r1rx1if!v11 sup4lerrtAL.1' Arui/..r -1arifl•si by the, 'ectlat 3.2 of tlv •RFA, to ezictda,uciy amertdrwstt t o t 1s Agreenent'rc red in order to Ynclupvrate'sut ea i1 t i.,iv as /or• r-rrtrl ctirns t h • this, Agree- gent a r ! d •to. of taa1:, fire crn.>e,r- v1 a;:; t n v a i f . y oL iT?• rt r * 3_-acli. /aakt'reaw t Sh8lk,berCrre'li>11y'£fi'rllve snbtint l' s:r<r r_mditians-pr re- strlctlcrs; provided that, 1f gquesf ed t!y 3ern l , J0socl8tipn agrees, for' Itself,, its' s'trcessvrs or -ssi ;s ,t; 't hn "Assoclatlrm", as; defined In - -A • 13.13 1 ----- -t - - -=' - --r ... , •,F,.y'h° LiartllS h'sreto aqif t)e ijayyrrat"fi rHt ; atrvC =w oi. :•l`lt1 • ":u'. A4.r):1ATIO':, cu1i:' re:i- rc•rporatlctr 3Y :1- r. . ?'r'esident Description: Orange ,CA Document -'Book Page (Pre-1982 ) 13057.1890 Page: 4 of 5 Order: 2409626 Comment: - STATE. OF CALMOANIA },t ' ,• Klein and Earl Welk, 'know ri fo•ne' Co be Lhe.liar trictrs of Jerwel.- amit) vnde rsigtiedl r 19l b frcof i Notary-tc+uary,o,,•,to•. •Pubjic in .artd for said 5tatp*,• ?r9T1a1 `IY''dppearea Ceiald J. , s t , ''"''' )UNY'YIQ1- ORrc - ) • i EratrRCses , the pa;tncrstoip.that,,exel }uted tht? within n. -and agkno_wlgi3ged totem 1 - t the-rite - -, 1 ., .`a~;Sk•,QY:Cfdizi'i>;A .:. `" • •,., T` _.'"} "'' _'..' .+ ,, •.• . - , OUNTY OF ORANI,S 4} Ox} Fel?XuarX2j 1479, bgfore me, _the Onde ,{'sigpef }r: a Notary 'i,., FiulSiC in and forsaid State, 'persona 'lly appeared ,c. ' T'_ • :c' known- to me 'to- he the • resitentan w. n instxumer >t.,, an4 ' linbwn to',me .,to be ' the peregns whop executed ' W)R17,OwN E'S;AS CiCIzi!UZN . he brpota;tCidn ttiaf exeCutecl.the the within ,l'fistrVmAht :•on behalf of Sala , and -acknow :, 'ledged•to me •that such rorporat>gn 4itecute the wi iin instrument•, pursuant to its byt laWe off: a xeso 'lution_ of - its board of directors. --•,s_,_-_wftYNES'3 nhn and-oE;`coal eai.-' - •% an ociWI"iIN>rSS my-han dd ffial Soak. nFF'i(`IAt sr.A1tAROt t. OATrs NQTArt auI I C C'L,rOne* ,tt11.,AY 004 f r) •NLOS 1WGEL CV•IIITY - - • ,.a„ge,,.a ..tea-s-. . OFFICIAL SEAL CAROL L OAi $ ffo?ARY RIOLIC ?LFb*NIA`A0 RY BONO p IM L06ANUILES COUi(IY Description : Orange ,CA Document Book Page (Pre-1982 ) 13057 .1890 Page:-5 of 5 rA, Order: 2409626 Comment: Ills 0. 1.Iy.iT7tR .tl l u)s;+»_•r L,,'.,.,,t•,y 1 , IM 1/yL L 'til^t '.,•Y, Yti/+.'"''-i'i'i's•1!•; .ia.:, ty Yp .•rg =`7 r,•I.;,E51 %d R.l.,•{; aC la'ay,' .!tI(y-i '','".•",r ;+j `,r_{r y..r .. - f,.'it = ,.ar .,,.:.' .t , ' Y.y'i . 1. Y •. r,'s'^=+{'S`,`''.."? ,i;+P !• °:t ;a'` %+•. -a:r.Yti*•.;;.='••..,; .,r•tr.• ".`r - f _ •,i „{•,: •'s•sr.? c• ;'• L r• : ,-r•--.., . nY L ; - . `' ,v` I L - ^`789 wwI :+.:; ='"µ_:s Y :s&ir tstctc ) c rrt'ISiaae wd Y •,.1 ;''•r"r. n•±,x:',, `o .,,r..' •{•`' ' (' .•, .:t•. -, •_ a xx' _. ,•..r .. ,=,'i •• :.. i .,Lis :YP ,ti • `ri`ses -_ Ib : 'S._•.; 'x. ! % .,arlr'. ;i'.. i=•. S• ii' i....: .;J,i) ^i-ha'xJ ' 1 n ;.ij;c''4'--•* MIN i .7•l:'(, '....,.-L ••TT'yy. :i yy1 ,yy}}'+v A4 , j 'con r{5,tp i 'T,L• `" 'w'- ,:'i`i ,$" t:.•r.-w ..I:• T y...•`i.,s.... 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Description: Orange,CA Document - Book Page (Pre-1982) 11726.799 Page: 2 of 22 Order: 2409626 Comment: ''l till •• asti :' •_i .:, v',,a%;ry;,i . ,s:, iy Y • ,i','.' '. •J "+ , r r-i-fi !';.''-i:,i laJ` C'. \\\\\\ yl• ' ''+' !. a .'•(}'r' II eye7 _ r>. .. .. y. .. ; ',. . i,.a'f•.r ,,'- k, `• ' `t.l '>LV : liJ; ,a^ c ^• •:i'it.. -, ?:'' _+• ,;.•04 trei'h'« be'-fseipt4ai ?.64e `r .,,;.;': • os .,a, zt Ate `°e*,toef -,,6,Ma .m -acme.' that . Ceti A • ' .i'. - :';'?iip . 4nd •' pert .it p::wfitM ,tb- das+l patkil • a4 1 z - ' .:.,. a;.. ....i-' tip iy i.w1 c'tia 'tl 1t' B Y„ fih:ilt pat 1 i ,"i4 1gtt7e;'' % ' '•: W'` ka eu r dilA r tbel it t s-"e•'a t C R :4kbi•#r, 'f .'C•`'tife .? .-•.- ' ;;_;•,. 1$a t: •Y -• 's -•: •-•'tuw rJ+s ,ras`KP '?eF :vcsvcc,a :_'fi '•1,-v'ie r:.:.r'+yK•y,:-A_i3i .,nl.s"1l''' - Aa"!•.!L " 1 'iy.•..L.4.'sf• . 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''# 1':siUOh : Sue h*Z 'bs : xC 1np „. t nq. yr :'rt..: ', r' •-'._ r; . `'•4 4 ,>s N,ll"4! uil I I+ 1;•yy . ):L, ti• • ;y -a:.7y' .y {i„i I' • 3iP ',%'.1 .•.'}''"'k 'y+'I fi i `I7 !.rE ?:rL .-... w , J +<• a 1{, wJ,.,f1r ,,j,..'1,.»w ';.:;'. •`:. 1:.•g>,7 Description : Orange,CA Document - Book Page (Pre-1982 ) 11726.799 Page : 15 of 22 Order : 2409626 Comment: ' r, ''tJ' :_^.-•...:- -' ^ ` ° :':.. V e'1.. CC'S. •'t, ;S' .r: a'.'. '.: •J MO Y,r• irj. ^ r s5:.; t,v! 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S' `, •i -,T .-...ri -si1'1' LMILLAMEMIr in Description : Orange ,CA Document - Book Page (Pre-1982 ) 11726.799 Page : 22 of 22 Order : 2409626 Comment : •• ` '•; a I , ' , '!a fi- Gtt1t', Oi' 14L&JTIN'BEACHOffice Ql the City perk ' P 0. ,: 4 HpnJF Be ttx C ht g?flq '. ht "t4''.n04 t '•• • • r.' t ' •t.a °a 6,, 41,1.,1 1 76 l I CARl1'Ltf: C i ewrdu • - ••a r t.. f ' s_ $T '1: ;r ,:1J:•'J ,.71,r .'i• "1i'r W1 1. ; t . r :>i`'slZ::3 'i^.•'r: .^.iY; r ', •fc•/•/ati•i " r.t _.1i',v^., t „'.•r vf-sciy •y {e or'-t`rt _1 t :!.gt•v' r•• 'J .i•l. f.r tr.. ; %i.,(: _. }. ;. t• +,t .r :f:-iY!'•:1 :'' , .. :c' •• 'r [ .I f': f'' sy' '+•"s , 'r`,itk ,_r j. .. (:'i.,'f-.,i: , lr )ail 7'•_ V5 •:tilP '.''•ir t'ir r :rt'.L:. -•'!`' . •% ,•"'i ' ••` ''t•{-i 1i:+(`"" d't r]>7 f _fi- ..,>••-"'. rj -, jC `r.>•••f . •1 ,'_r...r•^,,,,•.,.`,r:7k :] ('. 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S•+ ,w'•.S:'i'+ ;••` [,... , •-; ` ; Description : Orange ,CA Document - Book Page (Pro-1982 ) 11747 .95 Page: 3 of 5 Order : 2409626 Comment :dFa`: 74 M ,r '.t`I1S P OF 1AiVQ"2S3.OQ= FE :XMi+1W'r')t,b `' 14*T PORTJOjN'pF:'T;HE 10aTh WE5r QUARTE.'A -OF Pft SQU1'T/EAST .-QUAR7EL F. .. 1 N710N.4 4, TOW SHIP,,5• SOUTH, RANG , 11• WEST IN Y+Ilw RXNCFtO• L-A GUL:1A, =tti&CA , CITY OF11UPI tNG'i0N BEACH, COUNTY"O>T ORANG ,STA' OF'.TE '-r CAt(•f DIWIA. AS.S,HQWjV ON A HAP %COROED .IN BOOK'51, PAGE .13 •6t; IJliSCELLANEOUS t1AP5 INTJH F-:0 [,CC L1f THE COUNTY RECORDER OF SAFE) ORANGE ,tQVNTY THE CENAfi.lNE 0l SACp,ST;dP 8EIN6 IFSLtt19E0 AS..FOL1OW$: OtGllvrttNG - A°T.THF. SOL T#1WEST CORNER -OF •SAI•O NOATHWESr',QUARTER;:. ZM1 NCE NO? 39' 35"N ,100.00'..FEES 'ALQtij, ' HQ HEST - I,kME .OF SAID . NB1t`t13YL+SY -' QUARTER; THEU.fCE tl59-°3a 'O3t'E_85 .A3- FCET PARAELEL WITPt 'rtE,'$OUTN•' L')Nt OF :5'A46 •NORf HWE-5T QUARTER TOE THE TIf•l1E PRINT of.,BEGINq1rl'G; TjjE4CE ,N0P39 ^21'V 119..18 FEET Y.D THE 8ELIII4I4G .'Q A TANGENT 4URVE_ CQNCA•VE kASTLRLY AW O HAVING A RAO'IUS OF 41380.004EET ; •ThJCNCE-:-'. NORTt}E • U.Y' °7.35' 4'E,ET ALONG SAID , Cu /C Ttii2OUGti A Cpr1TRA. !11NGLv_ ='fijrjOTO - 1:HE 8EGNNlNG . OF A REVEP'E ,CUFIKE CONC4 E:•'W"ES.JORVi AIIQ', l1Arr'1P .A RAO? OF 1 t);On FEg1•A RADIAL TO SAID4 INitfC8EG'J\,• r• ltk2Q `2q2Vh Ttif.JLE.fOi:TttERLY 2gtj.g'6' F,EE`7riL•ONTi,SA.FQ.rC+1VF "[.OSl+lt',*;.<< A,,,c (T L.GNCILE 'OtI 4 °;a > !•.7.H)rNtE TArH(G-FtsD. TO .5 T15"', {yP'il 'v •` ;'.:'•' Gt '7,L:.T1x$°,$'Qb !Ut 3O. 7 FEET' •70 \Y' it 13EG1NUT ty6 'PF`WTANGENT:- R SOf1TH4t 5TERlY AND VA 5-A R0tT1)$OF- -Y, a73••68 • FEET ALONG SA[,p, CURVE' YHRUdGH, A. C 'TP,gt, RNGLE .Of, 73,43k'35'!;' TIHENCE •YAN1,ENT TO sA"ip;.cL' vt ..9B9'D ' 5'_'.t, 5666 ',{P£,•C,TD THE-OtGTNr •1)Nf OF "•R TXNG1 I1'GUP,VE CONCA V,E`NORTH- EASYEI -L. , Akb•' is ift/W l, p li S bF'-,15O 00 :-€E t: THfFiCE i6 THWESl'E?t,1' _ . . • }+'' 2}5';r2 t T .k i Gic,yl=I b CURVE Tt{F)OUGH A FrTRAL ' ANGLE s 906 aa: THLhiCE'JA`M N.,V tQ Sa-. ) _ fAVC . N'O? 39'.3r•7W, 13tT A71 FCET '110 •A F!O1t0T Dot -• THE, NORTH-L•INE ",-SAID 'Jdl?QTF{WE*: QUARTER ,- k89°}"5'QA"0'9Z'.•I?q d ?tEASVREQ yPLO ;G •SA1, ORTH- L lME F40 t i THE -NORTHWEST. •CORNE•R'OF^ . NOk T3i*. E.Sl •QUAR,TER -OF THiE •S0UU7•tjEA57; 1tUA42YJ;tI'. '.E%Uk TIIEREFROtf RORTwi Tlil;ivPCj LYIRC 110R!!ll t4X OF SUE FOLi.OLII:l 9CRlB£I ` `•: 1 f}IttIOY A F • kti,17IIt . Rtt .T IE'•1T}iST' U11$ OF sAj ;:ORT1lirlt5! Q1:AFT-ER OF..TIrL• OIJTf4fJt5F `• Qt1AItCR';50 `39:' 35.''Ir'4D ,QD FiS'1- T})5 NGRYt11E1Sf;0$NER'OP SAID =:.Oittlil ?ST "• - '.. 1`C );'7RF` k iti"E 9:i ''V;.ci'.GNI O T 1*Q; REPT .1.10:7UE xCiGQf13iTI; Sf3•ENJM. F $T 2•QD '•CQEkAI E,FxP1 'N1REY AJI)•14W1Nt: A TNDtU3 0l?' 6C.Op FEET- III .E:iC£.6ASTEI(LY 4:4i' ET` ' ^!' . ALONC• SX71i' CIIhplre `'1iinAtiGii° A CfflTRAl aClfiir E`og '4• J2' T' TNV T6.. W}IIC1I R( IhL:>lE4 $ $4w . 4Q"E; Ttj 1iOL to}NT,.i RI9 TA, fi/y10•GU}IL'£ f y, 'E ' :T 1R ! 4 FAST Ia;* t`. SAIL):STGIS'. `'.. _ . f f='ti=i- .. 7+ t - dIF 61lAlLs)1{Ii50UND D OFFr(tY`Ttil? T+O}xT,l131E1.'(rJtNl} r.r •IP& •5713E;T.IttI:.^.,DF SAII;STRt,II' 0T_ 4,W SOI1II$RLY ty*19.1iU °.r.T' 4111V1r, BY 51A13UR13 $11AP1A t'ARCF.(rS 11AVIUC ? RA03115QQNd40 Ff.ET, ANO DLIl7G TANCL11T• SO 'f11i:,,t:3PEI-U)rs 4F SAT6 _STRIP., 411 `•_ '•,-n••`•••f • ' f ',V , •1 .r , •..1!•r'.•.,n Description : Orange ,CA Document - Book Page (Pre-1982 ) 11747.95 Page: 4 of 5 Order : 2409626 Comment: »: r. • _ ..r.'. .x ; •l:::•`'.; . Vi`i'. -" . . ` a`o .Ilax , o r. CACIFOANM : r.z .i•', Hukrtiri eae /"epked by-the undersigned officer 'or egcnt on ebalt-or the-CLty `Cdonc ,il 9f• tf : '4ITY • OF HUN'fINGTQ 4 "BEAG8, pursua h 4' too the•'B'i h' coil£erted ,b ' Reeolutibn -Nq. 3'537 of ttae .CYt y- Cotinci i 'hf tfie Cftu Af' • " - a' }1vln i `n ton• eeCb dopted'o}4 7tg 5r, 7,. 1472, and the Rrerrtee -c++trsert6 . to 'the Cef'S'rdattois t er4e;t by is -'duly •eutrioYizect officer,-'• • 'deed ,•detad ' ' iIey la,• 1976 , - - fra>n .k+two r:nterprisos" -tO' the Citi .of Htmrinn'to'f Be*ch' 'a municipal t6rpor 'arlon t^''r , Thii is rb . eett ,ify that the interest in real proper y .gcn••c• Description : Orange ,CA Document - Book Page Order : 2409626 Comment: (Pre-1982 ) 11747.95 Page: 5 of 5 :;uem=O 92960 ' :sepaO E 3o T :eBeg CT den Teozsg V0'e6usXO :uoi;drzosea SHEET ! OF SHEETS PARCEL MAP P[. .•Wf .', .1S O, REINS A.5 PLATE) +AVI`IG 441 RECORD '1TLL 1<TERC51 AND :D<ERfD 3T THIS YAP yE RO RT COHSE VT TO THE PREPARATION Ah: R' NOA1Q.. J• SAID 0AP. AS 5••0WN W17414 T,TE LOLORED BORDER LIVE. AND Pf HtAE B/ •'K4 101 IFDICATIJA TO THE PUBLIC FOR STREET PURPOSES _E\'EA 3.1:! .A._• A IP L STATE :F CAL:FJRVIA :OUNTY 39 ]RANK )SS vOw T+IS OI1T Of %'1976. REPOSE HE.A NOTARTT •JRLIC IN AND SAID COUNTY 550 S/ATE . PER -:;LL Y OPERAND sALAT A. GIPPLe KNOW TO NEE 10 HE PERSON OC SCRIB ED IN AND WHOSE NWT[ a SUBSCRIBED i0 THE WITHIN INSTRUMENT. AND SHE ACKI.DWLEDGED TO HE THAT SHE EXECUTED THE SAME. NT U)Mr1 15100 EXPIRES .fMJ'79 rt TIEVS NY H,LNO AND OFFICIAL SEAL •.• ` jLcE«o NOIAR• -101.11 1 FDA SAID JERNEL ENTERPRISLT . A 1'ARTACRSHIP -P BY •€ N E. _ EAGL WELK , PARTNER IN THE CITY OF HUNTINGTON BEACH.ORANGE COUNTY, CALIFORNIA. OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA GEORGE D. SHAMBECK LICENSED LAND SURVEYOR 3419 HALL & FOREMAN. INC. DATE OF SURVEY APRIL I. 1976 DESCRIPTION A PORTION Of THE NORTH HALF OF SECTION M. TOWNSHIPS SOUTH, RANGE II WEST, IN THE RANCHO BOLSA CHICA . AS SHOWN ON A MAP RECORDED IN BOOK 01, PAGE 13 COUNTY AND STATE +E.VIN J" HDEPP LICEP , BY am J• I- , LVIN.1 . MO,FP GER .TATS OP CALIFORNIA I SSCOJNT• Of ORANGE 1 n THtI ;DAY OF 1916 , REF04E Mt, • A NOTARY PUBLIC IN ANP 10. SAID COUNTY AND STATE , FEES LLT APPEARED WE.VIN J ITOFPLIKR KNOWN TO ME TO BE THE PERSON DESCRIBED IN . Ale WHOSE NAME is SUBSCRIBED TO TICE WITHIN INSTRUPENT . AID HE ACKNOWLEDGED TO ME THAT HE EXECUTED THE SNUG. yT COP.•ISSIJI. EXPIRES .'h2'? rl TRES .4 ,YY LRRQ ANp OPI ICIK SEAL NOTARY PUBLIC 1 POR SACO COUNTY AND STATE TITLE INSURANCE AND TRUST COMPANY. A CALIFOANI CORPORATION, TRUSTEE UNDER DEEDS OF 7 T RECORDED I AY Boor I!7A1 paIG 9941 •f C ART JI...1 r Co.ae.. STATE J' CALIFORNIA 1 COLNTI CAANI,E )SS ON THIS 4.40 CA. OP NAP 1916 , REPOSE ME. AM A' J ,SGMC.t' A \OTYT -.Lt. I. AND FOR SAID COIMTT AND STATE . PERSON LT APPEAREDFn- J IWNRNP , X440441 T ME TO R T / [CRT TART OF fI TL[ INSURANCE AIQ TRUST COMIANT , A CORPORATION . THE CORPORATION THAT EXE[U ISO THE rI THIV INSTRUMENT . AND KNOWN TO NE TO BE THE PERSONS W+O EKECJ'C ^ Tot WITHIN INST4UKNT ON BEHALF OF SAID CORPORATION. AND ACLNOWLE:OC: C. NE THAT SVC- CORPORATION EXECUTED THE SAME. »r1-1101 '1.IRFi P'C7 fA •1 •V!<. r.All L\` 00.1:IA TEAL ..CI L "qRl -11L It 11 AND •M SAID C. Un '1 AND S1AT[ .I ._I A`• A -A ,A!A, -R.!T!E 31 SJRSTITUTI )V .RIDER DEEDS Of TRUST REt040CD IN 9004 :.Lae TAG! S••. AY IV BOOK .0' , PACE 011 . BOTH OF OFFICIAL 0 •1 1Ar A +>-AAA S'ATC : A 1'ORN1D ` TT WNV. 4.:tIl dr IN /- :\ -+II - • 1916 . REFU C[ NC-ltyA ' pUSL AND •OS SAID RN!. AVO STATE , PCRSONALLT EO .1..,A.. • +A.A+>, 'RUSTEE . aNQIN 1 NC iC BE THE PERSON DCSCRI... IN.AK r+l'tC w••• IS SUBSCRIBED TO THE WIT-ITV 1`-STRUMCNT , AND of ACRNOILCDI.CO +! "+A- ..E ESCC.'E . T+E SAME •\E •• -aa. AVC .••lilAl SEA. L : 1% 541' 'OR SAID C V AMC STATE .V A, .: R:A1_E •1-- THE PRCV IS [JNf OP BECTIOL 66036 4' • E S.5- SIJ'i 300 A,' '^f PJSLa.ING SIGVA'JRES PAVE BEEN 0MI'TE. -Cl. :•.IfJRAIA EDISON CO -OLDER OF EASEMENT RECORDED 1'.DATE S3*- JF OFFIC [AL RECORDS. Av0 :V SOOK SEE', PAGE ':14 AEC OR.'3. e 2SA`..c ` • 5045. TAT105 :ISTRICT V0. 3 OF ORANGE 'OJ4T'. CALIFORNIACASE`•!VT At ONCE: In ROOK 5'73, PAGE 7 OP 3PPI.IAL RECORDS 16553 JtB: '970 14,rt P1 • 12 aER so J. L STATE OF CALIFORNIA COUNTY of ORANGE ) ON THIS 'A^" DAY OF INTO, Ut1OR1 HE, _-N '• .I A NOTARY PUBLIC IN AND FOR SAID CUUNT• AND STATE , PERROHALII LIFIARID EARL WELIE, AND GERALD J KLEIN, KNOWN TO Ml TO Se THE PARTNERS OF JCRNEI ENTERPRISES , A PART HER5!IP , THE FACTNCRSNIP THAT EXECUTED 114 0111115 INSTRI1SENT AND ACKNOWLEDGED TO ME THAT .414544 PARTNTRSHIP ISICUTFIT THE SAM[ MT LONMIS31ON ERPIRFS -114-Ilf9 4TR U t'1 WITNESS MY HAND ANO OFFICIAL SEAL NOTA T POOL N FWD ID DUN R IY ANNA I r'N[1N4 AI11[A IY~ a .. I WPB Wr. Aa IF1F WEST COAST SOCCER LEAGUE . INC A CALIFMINIA CORPORATION SY: E SC , PRES DENT FRANK DRECMSLCR , TRRARURRR STATE OF CALIFORNIA )SSCOUNTY OF ORANGE ) INC THIS a _4DAY OF fr.lAY 1976, OcPOSE N[, .// Rot Sp.reJ __,, A NOTARY PUBLIC IN AND FOR LAID COUNTY AND STATE . P[4a0 WALLY APPEARED JOSEF BISCNOP, KNOWN TO ME TO BE THE PRESIDENT, AND FRAN% ORECNSLER. KNOWN TO ME TO BE THE TNA91MZR OF WEST COAST SOCCER LEAGUE . INC., A CALIFORNIA CORPORATION . 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 ACRIWWLeOGfO 10 CO! THAT SOLO CORPORATION EXECUTED THE SAME. MT COMMISSION EXPIRES •'Ly H Yy t WITNESS MY HAND AND OFFICIAL SEAL •FiiFICiO l ...., RYPW e A n»f4 NOTARY PUBLIC IN AND, SAID LOIMTY AND STATE THIS MAP WAS PREPARED BY ME OR UNDER My DIRECTION AV IS BASED UPON A FIELD SURVEY IN CONFORMANCE WITH THE REQUIREMENTS OP THE SUBDIVISION MAP ACT AT THE AEQUEST Of JERNEL ENTERPRISES ON.WOVEMBER S. 1975 I '15(51 CERTIFY THAT IT CONFORMS TO THE APPROVED TENTATIVE HAP AND THE CONDITIONSOF APPROVAL HEREOF. GEOR E D. S ECK , L LENSED LAND SURVEYOR NO. 3019 THIS MAP CONTORTS WITH TNERFOUIREMCI<TS Of THE SUBDIVISION MAP ACT AND LOCAL OROINANCLN. ,7l DATED By* R. S. T. 7 CIT61 G ICA, CITY OF HHUUNTI NGT Uh OLACH LXMINED NW APPROSEb THIS OAT OF ___,,976 COON 401 11,1189, AT DC COUNTY URVSVOR STATE OF CALIFORNIA )CITY OF HUNTINGTOTN REACH I SS CITY CLERK OF TNC CITY OF HUNTINGTON BEACH. 00 MEREST Cf4j IFY N THIS MAP WAS PRESENTED FOR APPROVAL TO THE CITY COUNCIL OF SAID CITY AT A REGULAR MEETING THEREOF HELD ON THE D OAT OF 1976 , AND THAT THEREUPON SAID COUNCIL DID BY AN ORDER OUST ASS 1) AND ENTERED APPROVE SAID MA P AND DID ACCEPT ON BEHALF OF THE PUBLIC THE OFFER Of DEDICATION FOR STREET PURPOSES CENTER DRIVE ASS DID ALSO APPROVE SUSJE CT MAP PURSUANT TO THE PROVISIONS Of SECTION 66N16C B)CII OF THE SUBDIVISION HAP ACT DATED THIS j)4OAT Of JMw . 1976 N N TH CITY CLERK DEPU Y 77 'J} : I ^5 f4.5 GL. ee^0,E.LafM! R'1 rot SMwa .' cW..*cg.eaoAw-n .HF 'l F -.• gCt1',t w SMP< f17, /16Gw3Jr ^% nif ,i w 00 'r n 0' wrr DOROTHY THAYER PECK , CHARLES N, THATCHES AND TITLE I%ISURANCT AND TRUST COMPANY , HOLDER OP CERTAIN GAE , OIL, PETROLEUM AND OTHER MINERAL RIGHTS RESERVED IN BOOR •907, PAC! 195 Of OI/If TAI R[[OR DSI,.Do SORE AND WIFE. HOLDER Of CERTAIN WATTS AND OTHER MINERAL At 6HT5 RESISTED IN ROOK 5179, PACE 19 OF OFFICIAL RECORDS ) RALEIGH CLANYON AND GRACE N. (CANTON , HOLDER Of CERTAIN MIN ERAL RIGHTS RESERVED IN BOOR )SRI, PAGE 329 OF OFFICIAL RECORDS ) AND SAN KITOnIDE LIINARA RND FUMI AINARA , HOLDER OF CERTAIN MINERAL RIGHTS RE•!PVED N ROOD 35111 PAGE 586 OF OFFICIAL M000ADS, HAVE ALL BEEM OMIT'ED AS NECISSART PARTIES TO SIGN THE MAP UNDER THE PROVISIONS OF SCCTIIIN 66A36C0)(S) OF TOE GOVERW HENT ZOOM . INASMUCH AS SUCH OWNERSHIP DOSS NOT INCLUDE A RIGHT OF ENTRY ON THE SURFACE Of TOP LAND I N /97 a L 11 gee S,ke# 3/. 7/ VI Ab 3 Acres /N0 86 BOUNL2ARY 9U,eVeY ,-64006- - N49(M07E• I ,d,sdiwd rSr1a'a'c'ana s`••ci-..ustp Description : Orange ,CA Parcel Map 81 .12 Page: 2 of 3 Order : 2409626 Comment: 81 13 1MW _2 a -J - $*UT$ WALL 1' - 200 PARCEL MAP L LT. 75 IN THE CITY OF hGNTIM TQV BE'AO'I, C4?AM?E COUNTY, CALIFORNIA. NOVEMBER /975 OEORCE 0. SHAMSECK IC(XS(O LID SUR (YOA $410HALL 8 FOREMAN, INC. BASS o BEAeJ Be."q 5 are sed on fJe N'e3/Gne OE the 3Ek d ' SerOn 74w45 hP 5 Son/4 Ra jJ N0:99. 5 H/ /oer mo,C fled,n Bcol ee Abge /a a 1lbne/. oog,2ro/ds of O/a/!9e eb ,ng eb/i o/n a. /Ib7E See SAeef 46 3 /S, Abmmenl AGbkr 16553 AIlle» F! NyM Mn mer ,d1/ 4En .4.twt ,I 3 f N/ ilAiia-ie-aler 'L QbOC •••L+vrY•sae .>x.veXewas/..t )ia0N;/ ((••a/n p,pieos zse9 ' cs a o,v. 7 T Gx SEy Sec K S-N /3 0.f EO/ ER AswS' .VC9'lIG 07E _ :5te i• e.wu'..o w -l,y,. 9 .f Gx NW.,{ SEI 5 6 i.'pf?Cj"f (u o, rwiaw :4uemm0 9e960Ve :2epz0 E 3o E :e6eg 9 deft reozgg v,'e5uez0 :uor;drzosea Al 14 SHEET 3 OF - 3_ -- SHEETS SCALE-,--100' t NOVLM8 W 1973 8 , 16 5 5;n fl4•• Ht•P t. r6E9 o'Ecmte SUir if 9CK 3 8 84l414HALL ig FOREMAN INC.'''sa k X 8"1dvy?40 e sego e,sYeieo\ `• . IIlo'; h/1J 01 IN THE CITY OFHUNTINGTON BEACH, ORANGE COUNTY, CAL IFORN/A. E'9! 67' re !!r trse' V £•'3 .s66 w I/j '. 3I 8 `r'4A faale-2 )4 ,rAe•.9JY6 ,!!; L-/tom!'2' R`yroo , !$?'. '.41) 4!400 4•}9.69er - L•a'9/7',e- wed a--r-144es . 1,4e•..axs n:ts; uses .>bwusi- 0-40 .DE7.4/L .4 I r R,, f1 4 f,`.Scak 1 'SO'5 p v.vr f ee res9 -W „9aoe'_3a ! v. e'l ee''w /r aw/.9P!sr w [SSG , sa A7s; fqr ,$'eY`•I_- iK OT1L !.hVU fENT .vbrra r Wy E `b'$= / Set /P !q L53I/rJ -o1o // ri•/at- s i S / A $^p; Gn91 Oln01tOC /7i0/'12 ' .s AClS[tC /w) \ 4CE4 V .t tar'ei P /*'o 'L5 .9f/J'o /n//late n K7'J4 ' Un'51 ONxrf o, n0/ .4AZ SG! sp .kc sWll/fC/ 6S9}/9 0} //aI .Ae I Cfue` 3 /.I m a'e Ac !/7vsa`k s1/tt •r c:.ie /. oe p o, $ of cons v b' /s /m[ neonu /»tnj& o2' 476 go>'ed and shO '' b5 e t4 / Ls,iws/ s s ss/of /.nait /sr//D 'ft9I/9 Yo Cbsi G79 L 14 /"+; R 4.ra ai.e •islrr , t ,y SCGF !`'4=1' R /k'"aRDea°i a4yN,svwrrar t Yy I M,'A.9.ltC '1 doe eo relYt'C r r/000 JJ4.X' SIX, 3* 4 '\4f 'i d 4CZd g 2 9SAcNe.°-yT 5 3,9 4 t/.ose W R.S.T. S'9 sn 3 G.9/AeNei 7.17 Ac 0;-Ws PARCEL MAP M 1 Gtn.ttt •nn 004r.• $900 _ 'a / RP1-CM/ t^'w cD 0. 8^ ya . % W Itb 'o` ti8 ikrtcsc II P73Ae o9 05 /CX8/8 e s4 • ay -. e.g3x' S /.f 3 V T.!- rp en esc sr ao n O' 99 ss'ty -- nt 5NO•./9'JJ W'••W NOWacK6//=-QC --//90.ee '--- --- .cs+e et •-.. / CTE'Se-9' errP EAR/.vf'rS ILLOYi•• t'.•t'tt• hpr $1. 1Saa N-0 \allrN ri[t .t)!;lll I) malt rU ^]']'\' ')F' HUNT IN(5T JN L:".Af!N P. 0. BOX 1.410 HUNTING:o1 " ?•IsACU, tJA. ');r•4[ MAIL TAX lu t%1 I .,, I t'rv;IIMF_I,rtMtY I,IMP:fER FAY F 1,.,,IU1l I,,l till 11'U 1..1'•IIt't'tti "" t , Y.'1 l,,.t'Ithlt•,4 rr„ ii'"''I •npIIt .lt•'•' ; In' • " t I Mlal'll„y pt t„I,0 0l till', ''.pna„.• Line'a'r ') .v nv..., ,1... "'.'y :r. GRANT D,FED FOR A VALUABLE CONSIDERATION. Ircelpt I Wlul h n Ii.rcl,y al t n,:wii qi it, JERW:1. ENTB)THISES, a Prartnht'ehlp composed of Gerald J. Xlntn ana Earl We DC hereby GRANTiSt to THr; CITY OF HUNTTNCrTON )3EAO11, a mun)ctptl o tiporra tl.on the real proporty III thr CITY of Hunt angton beac:i1 County of Orange 51,1, 1' t' n" or 1.,. ,i•'+„ Iv„ A11 vehicular acoode r.ghts to Mc'Fr*1acn nvonty -ancl C:'nt-tv D-1 v^ from that pOrtj.on'oi' S3otion 14, '[own8htp 5 South, Runge 1 t West, to ,the Rancho Bolsa Chlca uhown it 'a' col it on c.. !trip x ,I o' ,,, : to Book 81 , pages 12 to 14, tuoluetcu, of k.tr.'.ul Wage, rccor't of uaid Orange -County, excopt for Ilrtvoxay and utr•:ct !^.ta o i,: ',t'I ••I as ettOWn and (approved tit; I )<)ti'! t1 n'tr.2. lion 1 `t, !nY L 14',, 0 :'1'r9 ov1:n AC TO FORM: id-ro "'I;:pu,I , ty WIN ta,•;,,iy"!IN' Olt Ity ; r I'JIl• I , 1'''! -Inn ^I r'J ,i "rtrl' _* S t. U711f< I co, .t c t c ° ti , i , v a t t, t:' t ht . ,, C I't •L .I, • t:, t, l ':It • L ! : ilC \'t i a (' lllitAC 1 Il.•,i .7n fiC+i I ' • 'l, :C,th.•, °F' 7Thefi P1`k l.fc•x 01 t}; l'i•• I• t'[ OIL.( Ci AUi'Ix Jt1(:Fo\,I. u.QI'.. 3 S" .7 •.l`•, J•r{,}•I on 1}Ynr jr1.r, .-.' on "'mw.,•ia7,/1.N ,rS' :'-1 A•'! Gill )>f t [ 7, •J , , ,,,I , tw. IN Jll(N'l• I rici'r• Iq }:x7111 , •- Vu r d 1,,, q.•I n II, l „I Mira'11'Y•111 il,{ 1 •11I,nin'; • 1 I11'Fa ,h 1's' AI I vo, -1I ..I 1.1, ta,• blil II•III 1 1, :!,•, .1. Lit ty I. 1 71r Y1:.'l.1 ,P•1Lllu •I1l:Ir t, i ,•?•t,i ''_1 r.} , 1rt ' i'4. I'l, n•,•.,, nQ. ,.I,., t ,I,1 '"'1 . , , 1 SHEET I OF 3 SHEETS T/S7/ 0977Cc : 3uez=oO 9Z9606Z : .epaO de reoX J y 'e6ues0 :uoT;dTaosea 145 i •E 3o r : eLed l*dpt PARCEL MAP NO.79-585 HALL 8 FOREMAN, INC. AL/Wt /S7, 1975 GEORGE D. SHAMBECK L. 3. 3419 IN THE CITYOF HUNTINGTON BEACH,ORANGE COUNTY, CALIFORNIA. 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ORO/NANC47 Ar 771/0 R6479CS7 OP 49025294.. 12,07A4 04' A./40d5P 9 , /,79, /1135441 47474 7_1947 7.IS 11,48654 14211 LV.vo,r,p1 _5.14872111 /ALLY 6491115145 70 719£ 2 41170 160 00 244140 60 7419727//6 . /11224/ 400042 . 9192146619 446219!50 54A4VIVOR 24014/9 4 1t Oft,A 0 /DumI p I6nm/Iw Q(1MS' OOt 53344'Oi8 nPAo9CrEc. 21 9 i 1 ;V r n Al •q e . r y,.rw.roes. 7ea ar6l10.0Ygt1'89fi ,K"i V 6116 4:LODy•aRIH1G)•mdp-1 1W R_ ZCk. :;uewMo0 9196061 :zePzO E 3o E :e68g OPT dejq Teozeg y 'e6uexO :uom:;drzosea SHEET 3 OF 3 SHEETS ;ib/ ,arar7a PARCEL MAP NO 79-585 IN THE CITY OF HUNTINGTON BEACH, ORANGE COUNTY, CALIFORNIA. latOtGE r7 .s c' ieec LSy//9 25566 moo I III 144 33 tumMarntserrlaCrY•smianrwsna w.a WE-. ,crwr7utlr t.'GiKlo i r -I/601, ,r \\ srsasfaotr 6r pt drxr. san e Cur eL /o a e .. o/-//. ?'a te ' "ZWb- '0i RCCOROINO RKOU[ta1tO sT Jeulharn C li ornha Edison Company I WNSN R(CORDKD MAIL TO Southorn Csl/lornis Edison Company AOM .... " , . • . / ... 1,5 a . P 1 11 H. B. W-,i a.wa PACI J-2553 MY W1111 -90 110VW• Lash V 4 DAYS 6 29 61 BK 41• o 20! INCOROE9 IN OrrdrtAi.or nwANOE COUNTY, CAL t0RN -9 Io AM , 28'81 A MANC*(V Counts RacI'dc SPACK ADOVI THIS LINK FOR RKCORDtR's USECI TIM GRANT OF LA5LMENT J INDIVIDUAL) 1RWfD TA! 1 Netw no conalderollen 1'. U. BOX z= s.1N'1'A ANA. CA. ):Hi' valtyiasIas41 eo. tYM a" 0s "V& Ose5AStslsa Tar. visa sass .. ......... ......... ONT MM-PACIFIC PT.,AZA,...AA jQAAl; V.eAtUrm .fiQRIRfiEe ...Q...aP .AY(Frt Fit$'AT.I3FRTAfta ..A».SS[14eFa1 pixtneX i_ anl ..a f)EA4..ffutiINTQN ..AFACfi,...tF!»,.....d...CAl.1.CACnli...af:xastroUgA . .................... (hereinafter referred to as "Grantor(s)". he 'by grantpl4 to SUl'TIIR.RN CALIFORNIA EDISON C(,JII'ANY, It ct•rporatiun , its successors and assigns (hereinafter referred to as "Grantee ") 'in easement and right of way to crns.ruct . us„ meinlatu, operate , alter , add to . repair . replace , recunatlue,. inspect and r:more at nny time and front time :u time underground electrical supply systems and common ucs ion systems (hereinafter referred to as "systems "), a .tsisting of wires , 1tcider, vuund conduits , cables. vaults. manholes , hndholes . and including aboveground enclosures ma'..ers and concrete pads and t"1ter appur- t•lpnt futures and etluioment necessary or useful for disc .:,uting electrical energy and for transmitting intelligence by Iectricaf means , in. on, over , under . across and along that certain -"al property in the County of ...... ...... ..PRANCE .. . , State of California , described as follows BY; partners Those. certain strips of land, 5 fee, in width, anC 8 root by 10 foot slab box delineated on the Exhibit "A" Map attached Y. rate and made a part h .reof, as sliowi . on a map filet] in Book 144 , pages 31 to 33 inclusive of Parcel Maps, iii the Office of the Recorder of said Orance County. Grantor (s) agree (%) for themselves tfF..xXMKYtheir QI)(X?':?f.?ff'•cirs and assigra, not to erect, place or maintain , nor to permit the erection . pla' '.cut or mvintenance of any building. planter Loxes , earth fill or other structures except walls and fences on the above described real property , The Grantee , and its con- tractors , agents and employees , shall have the right to trim or cut tree routs as may endanger or interfere "i:h said systems and shall ha._ free access to said systems and eery part thereof . at all '-vies, for the purpose of exercising the rights herein granted ; provide ', however . 'hit in uluking utly eat vtiun u., said l•ror--ty of the Grantur (s), the Grantee shall make the tarnr in utrh manner as will e..use the least injury to the surface of the ground around such excavation , anti shall replace the earth so removed by it and restore the surface of the ground to as near the same condition as it was prior to such excavation as is practicable.-;1. EXECUTED this - .'411%of • '.:'.:;. 19....C.. By: } as COUNTY OF . . STATE OF CAI.IMUMNIA 38702 PLAZA , a joint enture '. ....d. .. BY&.B .. TON .BEACRr.. INC. , . . pint v '•, a Califo a r ran,.j. int venturer J/ BY:........1....V President ... $7i.f.......... ............... i.. Partner : Secretary • J I I - ....................... ..................................................... . .... . ... ....... _.............. ......... .. ............ ............. ............ WI WI TNESS vRAN TOR(S). On , before use, a Nouly Public in .1.d for eau1 Slate , petumaRy appeared known to ins to be the ierhe vi(a) w..u.,e vane (s) I. (ale ) subscnbed to the enhul mdrwneul , and aeknueItdged that he(she) (they) e..ecuted the same. WITNESS my hand and official .rat &" •w set now 1.114 'I II 11' r I "'I ii Description : Orange ,CA Document - Book Page (Pre-1982 ) 14158 .205 Page: 1 of 3 Order: 2409626 Comment: DISTRICT 1 6433 250ti ` 10EMtl"V I • I STATE OF CALIFORNIA COUNTY OFD'BK 14158PG 206 10 A On ,c.. ".;" , b._:ore , a tary Public in and for said State, personally - ppeared - -.Z e. /,"_ known to me to be partner of the partnership that executed the wit:Ln instrument , said partnership being known to me to be one of the joint venturers of ONE PACIFI PLAZA I a joint v nture, said person ,tacknowledgeu to me that they executed tl,.: sama as partner of said partnership and tha, said part:te• .hip executed the same as a joint venturer of said joint venture and that snit' joint venture executed the same .... .....................OFFICIAL SEAL i WITNESS my hand and off ,ial seal. STATE OF CALIFORNIA las.COUNTY OF ' CAROL L. OATES , %.. Noatry t`utrc (,Itottt,i ilyy Pr n, , ,: 9thee in r ;t COuNry iMY Commis,,on a .pima 2 1740 ....................•..: On before me, a Notary Public in and for said State, pcrsonaly appealed known to me to be the President: and ,, ,. ,,, r ,•r , know,. to me to be the Secretary of BRED , I , 3 corporation, said persons being known to me to be the persons who executed the within instrument on behalf of said corporation , said corporation being known to ie to be one of the joint venturers of , a joint venture, mnd acknowtadged to no that said corporation executed the same as a Joint vcnturcr of said joint venture and that said joint venture executed the sar'. WITNESS my hand and official seal.u,I I,•mAt ,1AI Ar111.T)T)ROTHY H KOFc:TFR NOTARY PuB(I(: CAUd('NN,A PRINCIPAL MIIft IN My Co nuss,nn E,oves Aug 8. 1 1R3 I Description: Orange ,CA Document - Book Page (Pre-1982) 14158.205 Page: 2 of 3 Order: 2409626 Comment: 6K 14158 207 .or UI"/ 'pd , I fr rr k!/pTJN ,,I q %% fir/V LN , 0 2550 100 200 SCALE IN rEET s I'p , 4cgJ 9100 C SLOG I LEGEND -ENTERLINE JF 6' EASEMENTTO SOUTHERN CALIFORNIA EDISON COMPANY SLAB BOXs' x 10' PROJECT BOUNDARY V ;r ,7F 1 Description : Orange ,CA Document - Book Page (Pre-1982 ) 14158.205 Page: 3 of 3 Order: 2409626 Comment: I , BLDG E , EXHIBIT A HUNTINGTON BEACH DISTRICT W.O. NO 6433 -2506 : J-2S53ONE PACIFIC 'LAZA, A JOIN i VENTURE BOOK 144, PAGES 31 TO 33 INCLUSIVEOF PARCEL MAPSORANGE COUNTY. II / I ' I IIIIIi 0 RECORDING REQUESTED BY aaau APARICtp ESouthern California Edison Company WHEN RECORDED MAIL TO Southern Calllornia Edson Company . REAL PROPERTIES DEPMTMINI P. 0. BOX 2217 FULLERTON. CALIFORNIA 92633 RECORDED IN OFFICIAL RECORDS OF ORANGE COUNTY. CALIFORNIA -3 00 PM SEP 13 '85 1.0 ;-41V N1f(WmtN PACE ABOVE THIS LINE FOR RECORDER'S USE- DNA oe•. .u.nm ..A: w• PARTIAL QUITCLAIM HLMTIN070N BEACH 64332506 J-2553 41-90 OF EASEMENT • I ,,..a •• •A•• SCE-367812 Roll m .ear JIU:sp 06/18185 SOUTHERN CALIFORNIA EDISON COMPANY, a corporation, (former na Southern California Edison Company Ltd.), does hereby rentse, release and quitclaim unto the owner or owners of record of the real property hereinafter described, all rights acquired under or by virtue of that certain Grant of Easement dated July 2, 1981, from ONE PACIFIC PLAZA, a joint venture, recorded as Document No. 38702 on July 28, 1981, in Book 14158, pages 205 to 207 inclusive of Official Records, in the Office of the Recorder of the County of Orange. State of California, insofar and only insofar, as said Grant of Easement affects that certain real property in the city of Huntington Beach, County of Orange, State of California, described as follows: That portion shown on attached Exhibit -A• and marked area to be quitclaimed The rights hereby quitclaimed are not necessary or useful in the performance of the duties of said Southern California Edison Company to the public. EXECUTED this. 2" of 1985 SOUTHERN CALIFORNIA EDI COMPANY, By STATE OF CALIFORNIA ) as. COUNTY 85-349192 By . J. tiff Manager of Re 1 Properties Department Assis Secretary On , before no, a Notary Public in and for the State, personally appeared R . .HA F, pens fly known to no (or proved to no on the basis of satisfactory evidence) to be Manager of Real Properties Department, of Southern California Edison Company, the corporation that executed the within instrument, and personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within Instrument on behalf of the said corporation, and acknowledged to no that such corporation executed the same pursuant to Its by-laws or a resolution of its board of directors. WITNESS ny hand and officia seal. I STATE OF CALIFORNIA COUNTY OF '.OS ANGERS ss. OFFICIAL SEAL DEDROH F. SMITH y;. .. :y.l;c .Callow-.10P•"NCII'AI c UCr IN MY I. •:•M I!.SIC\ foe RfS Sfr•TfMS COUNTYj&BER waT On L 2 6 196 , before me, a Notary Public in and for the State, personally appeared . us son: , personally known to me (or proved to we on the basis of satisfactory evidence) to be an Assistant Secretary, of Southern California Edison Company, the corporation that executed the within instrument, and personally known to no (or proved to no on the basis of satisfactory evidence) to be the persons who executed the within instrument on behalf of the said t1,tp.4its by-laws or acorporation, and acknowledged to me that such corporation executed the same purs!a -resolution of its board of directors .'^f • , WITNESS-ay hand and official seal. ti'•1'I.. AJrI.1 ..;• %L rat f Pill YI,i v •.r. ,,7-rA' Description : Orange ,CA Document -Year .DoclD 1985 .349192 Page: 1 of 2 Order : 2409626 Comment: P 10-1000000 .00op '/ SLOG B • / I I 00do#*OV Opt.%*oft i oft *4 1 SLOG 0' X II al8 : I /I IUI '//\ti 0 25 50 100 200 SCALE IN FEET C-.1' APE.A T(' SEcu,TCLA/I• `EG II t • 85-349192 /••^ \ 10-00 prNG \ ` LEGEND 0 CENTERLINE OF 6 EASEMENTTO SOUTHERN CALIFORNIA EOISON COMPANY SLAB BOX8' x 10' PROJECT BOUNDARY SLOG C I -I*-9ti tI ' BLDG E II / EXHIBIT A HUNTINGTON BEACH DISTRICTW.O. NO. 6433 -2506 t J-2553ONE PACIFIC PLAZA. A JOINT VENTUREBOOK 144, PAGES 31 TO 33 INCLUSIVE OF PARCEL MAPSORANGE COUNTY. Orange ,CA Document -Y ear.D°cZD 1985 .349192 Page: 2 of 2 Description : Order : 2409626 Comment: *.::I,I2 G RFt g u BY M AM TMEMM CMANY CF CALZ U to C. A. BBIL RC 3772 GOMM Tt3EPt MAY OF CALLORNIA 6774 Westminster Avenue Westminster, CA 92683-3788 82-167982 15mC10 eawtteooam,. caroms -22 PM MAY 14 2 LEE A Iseerdsr (kmsideratioa and Value Less Than $100.00 No Documentary Transfer Tax Due-3y General of California eat t GRAND CHI 9ASDW WE RAM. PACIFIC PLAZA canes of 3E 42L ENDEF(PPISFS a california eneral a joint vesture, and Bredero-Ruant an Beach a California hereby rant to the O RAL TE.EP}EE C" ANY OF C LtF M, a corporation, hen:einafter referred to as RAa, its successors and assigns, an easement to Construct, use, maintain, operate, alter, add to, repair, replace and remove its facilities, consisting of undergrcxr d conduits, manholes, pedestals, cables, wires and appurtenances for the transmission of electric energy for camsntiicaticn and other purposes over, in, under, across and along that certain real property situated in the t' , Canty of , State of as o Huntington Village Lane (Private 7acive) and Parcels 1 through 8, inclusive , as shown in Parcel Map No. 79-585, film in Book 144, at Pages 31, 32 and 33, of Parcel Maps, in the office of the County Recorder of said County of Orange, State of California. MCCEPME TFEMNM the portions of said property within said easement on which any W2 building (1) presently mists, (2) is presently, Planned, or (3) is hereafter constructed prior to the installation of utility lines. 7HE GRANIEE, its successors and assigns and their respective agents and employees, shall have the right of ingress to and egress from said easement and every part thereof, at all times, for the purpose of exercising the rights herein granted and shall have the right to remove such growth as may endanger or inhere with the use of said easement. Such rights shell be reasonably exercised and the Grantee shall be liable for any damage negligently done by it to the above described property. IN wrINESS WMIEW, the Grantor ha4 anoecuted this agreement this i2 O day of , 19M- , a joint venue By JEMM II I SES By BEACH A P A Ca tion Partner President Partner Secretary W# PLANT . . - 6 #13 Description : Orange,CA Document -Year .DocID 1982.167982 Page: 1 of 2 IOrder: 2409626 Comment: • I II I A ation as a Joint Venturer of a Joint Venture)82_1 87982 OF CAI.k>MIA ) con OF sa On this 6th day of April , 19 82 , before me, the undersigned, a Notary Public in and for sa d State , personally appeared known to me to be the president and , known to me to be the Secretary of , a corporation, the corporation that ace`cted the within uwtruant to me to the persons who executed the within tnstruoent on behalf of said corporation being known to me to be one of the joint ventures of' .. Orie 'Pacifid plaza ..the joint venture that executed the wT- trument to me t corporation executed the same as a joint venturer and that such joint venture executed the same. WI'IIMSSmyhand and official seal. Not Public (Partnership as a Joint Ventxer of a Joint Venture) STATE CF CA1Ak IA neclrIAl CCAI i ( ) CC= OF Oran e on this 20th day of April , 19212 , before in, the undersigned, a Notary Public in and d State, personally appeared Gerald J. Klein , known to me to be the Partner and , known to me to be the Partner of a partnership, the partners p that executed trument own to me to the persons who executed the within unfroze t on behalf of said partnership being known to me to be one of the joint veeturPrs of On P ific Plaza , the joint venture that executed the o truest an ow to me t su partnership executed the same as a joint venturer and that such joint venture executed the some, WITNESS my hand and official seal. Notar Public (Seal) )me CAROL L OATES OFFICIAL SEAL MOM M. ft A T WORSE NOTAIIY PUiI.IC •CA4 CRTA YUNCtPAL O1riCt IN OUNCt COUNTYNyConu,1sioaE,p ,nOu.2. )985 Notary PubIIc•Caiffomia Prineioa Offiea In ORANGE COUNTY'My Commission *Wres 2.17$ ........................ I Description : Orange ,CA Document -Year.DocID 1982 .167982 Page: 2 of 2 Order : 2409626 Comment: t 'A. 84-091707 DECLARATION OF COVENANTS CONDITIONS AND RESTRICTIONS After recording.:attlra to: JEBNBL WERPBISBS 7400 Center Drive-Suite 200 Buotingto3 Roaeh. Calif. ONE PACIFIC PLAZA HUNTINGTON BEACH , CALIFORNIA Table o Contents R.twded at the toOWA d 11951 *119. IOU 113. ®. FE8141984AMOrr w ImIN 0•.•t. te. q tww..a J4 t a rJ.tIV IKdON Pane ARTICLE I - Definitions 8ettien 7 Archi t5ctuxal Com"Ittee section 2 - Ar4 is lets and Bylaws Section 3 - Assessments Section 4 - Association Section S - Association Rules Section 6 - Board Section 7 - City Section 8 - County Section 9 - Common Area Section 10 - Common Expenses Section 11 - Covered Property Section 12 - Declarant Section 13 - Development Section 14 - Exhibit Section 15 - Improvement Section 16 - Lot Section 17 -'Member Section 18 Owner Section 19 - Parcel Map Section 20 - Parking Garage Section 21 - Parking Garage Allotment Section 22 -.Parking Garage Expenses Section 23 - REA Section 24 - Street Maintenance Agreements Section-25 - Supplemental Declaration ARTICLE II - Membership Section 1 - Membership Section 2 - Transfer Section 3 - Voting Rights Section 4 - Classes of Voting Membership 2 6 6 6 6 6 ARTICLE III - Covenant For Maintenance Assessments 8 Section 2 Section 3 Section 4 Section 5 Section 6 Section 7 Section 8 v&vae..wn or ute Lien and Personal Obligation of Assessments 8 Purpose of Assessments 8 Regular Assessments and Parking Garage Assessments 8 Capital Improvement Assessments 9 Assessment Allocation 9 Certificate of Payment 9 Exempt Property 9 Special Assessments 10 WPN: 1219C (i)6/17/83 -o q 10, Description : Orange ,CA Document -Year .DocID 1984 .61707 Page : 1 of 40 Order : 2409626 Comment: Oil ,',i, 4b n h•. 84-061707 vsection 9 - Date of Commencement of Regular Assessments and Parking Garage Assessments ilection • 10 - No Offsets .ARTICLE IV - Nonpayment of Assessments Section 1 - Delinquency Section 2 - Notice of Lien Section 3 - Foreclosure Sale 1 • . Section 4 - Curing of Default ARTICLE V - Architectural Control Section 1 ,ate , Sec-ion ;? Section 3 Section 4 Section 5 Section 6 Section 7 Appointment of Architecturalro:em' tree - Obligation to SUb.nit Plans for Approval Landscaping Approval and Conformity of Plans Appeal Conformity of Completed Buildings Notice of Noncompliance or Noncompletion General Provisions Enforcement Remedies Section 6 - Section 9 - ARTICLE VI - Section Section Section Section Section Section Section Section Section Regulation of Operations and Uses 1 2 3 4 5 6 7 8 9 Parking Ratio Signs Telephone and Electrical Service and Antennas Storage and Refuse Collection Areas Nuisance Common Area ; Parking Garage Parking Areas REA and Street Maintenance Agregments Uses Permitted ARTICLE VII - Duties and Powers of the Association 1 2 3 4 5 - General Duties and Powers - General Duties of the Association - General Powers of the Association - Association Rules - Emergency Powers Section Section Section Section Section Common Area and Parkin Garage - Transfer of Parking Garage; Obligations of Declarant - Parking Garage Use - Exemption From Common Area - Member 's Right of Enjoyment - Delegation of Use Waiver of Use Section 1 ARTICLE VIII Section 2 Section 3 Section 4 Section 5 Section 6 Description: Orange,CA Document -Year. DocID 1984.61707 Page: 2 of Order: 2409626 Comment: Page 10 10 10 10 11 11 11 12 12 12 13 13 13 14 14 14 14 15 is 15 IQ 19 20 20 21 21 21 ,,.&- 8b--061707 Page ARTICLE IX - Repair and Maintenance 21 Section 1 - Maintenance Duties of Association 21 Section 2 - lot Maintenance 22 Section 3 - Association 's Right to Maintain Lots 22 ARTICLE X - Insurance 23 Section 1 - Types 23 'Section 2 - Premiums and Proceeds 23 ARTICLE XI - Easements 23 Section 1 - Reciprocal Utility Easements 23 ipction 2 - Gerc&ia : Utility E..sementa 24 Section 3 - Ins p ection and Maintenance Easements 24 Section 4 - Encroachments 24 Section 5 - Easements for Declarant 24 Section 6 - No Amendment 25 ARTICLE XII - Annexation of Additional Property 25 Section 1- - Annexation Pursuant to Approval 25 Section 2 - Supplementary Declarations 25 Section 3 - Mergers or Consolidations 25 ARTICLE XIII - General Provisions 26 Section 1 Enforcement 26 Section 2 No Waiver 26 Section 3 Cumulative Remedies 26 Section 4 Severability 26 Section 5 Covenants to Run with the Land; Term 26 Section 6 Construction 27 Section 7 Singular Includes Plural 27 Section 8 Nuisance 27 Section 9 Attorneys ' Fees 27 Section 10 Notices 27 Section 11 Effect of Declaration 28 Section 12 Personal Covenant 28 Section 13 Nonliability of Officials 28 Section 14 Construction By Declarant 28 Section 15 Declarant 'a Relinquishment of Rights 29 Section 16 Amendments 29 Section 17 Approva 1 by -City 29 Section 18 Mortgage Protection Clause 29 EXHIBIT A - Covered Property Description : Orange ,CA Document -Year.DoclD 1984 .61707 Page: 3 of 4 Order : 2409626 Comment: • 84-081707 DECLARATION OF COVENANTS , CONDITIONS AND RESTRICTIONS ONE PACIFIC PLAZA HUNTINGTON BEACH, CALIFORNIA THIS DECLARATION is made this day of , by One Pacific Plata II, a California general partnership , and Alvamij Huntington Beach. Inc., a California corporation . One Pacific Plaza 11, a California general partnership , its successors and assigns shall hereinafter be referred to as "Declarant." This Declaration supersedes and replaces that certain Declaration of Covenants , Conditions, Easements and Restrictions dated March 25 , 1980, recorded March 26. 1980 in Book 13550 , Pages 1015 through 1046 in the Official Recordc of Or-nge Coun 'cy, California . Said De'.- :ration is declared revoked for all purposes as to the real property defined as the Covered Property herein. R E C I T A L S A. Declarant and Alvamij Huntington Beach, Inc. are the fee owners of the real property located in the City of Huntington } Beach , County of Orange . State of California, described in Exhibit A to this Declaration, which shall be the Covered Property under this. Declaration. This Declaration is being imposed by Declarant and Alvamij Huntington Beach, Inc. upon the Covered Property. B. Declarant and Alvamij Huntington Beach, Inc. have deemed it desirable to establish covenants, conditions and restrictions upon the Covered Property and each and every portion thereof, which will constitute•a general scheme for the management of the Common Area and Parking Garage and regulation of other aspects of the Covered Property as set forth herein, and for the use, occupancy and enjoyment thereof, all for the purpose of enhancing and protecting the value, desirability and attractiveness of the Covered Property and enhancing the quality of environment within the Covered Property. C. It is desirable for the efficient management of the Common Area and Parking Garage and regulation of other aspects of the Covered Property as set forth herein, and the preservation of the value, desirability and attractiveness of the Covered Property to create a corporation to which should be delegated and assigned the powers of maintaining and administering the Common Area and Parking Garage regulating certain aspects of the Covered Proporty as set forth bs'rmin a" v a--enrorcing these " covenants , conditions and restrictions and collecting and disbursing funds pursuant to the assessment and charges hereinafter created and referred to and to perform such other acts as shall generally. benefit the Covered Property. 0. One Pacific Plaza Association, a nonprofit mutual benefit corporation, has been or will be incorporated under the lays of the State of California for the purpose of Axercising the powers and functions aforesaid. WPN: 1219C Description: Orange, CA Document-Year.DoclD 1984.61707 Page: 4 of 40 s „- -- -- - - order: 2409626 Comment: 7 ^ f' 8+--061?0? • a . Declarant and Alvamij Huntington Beach, Inc. will hereafter hold and convey title to all of the Covered, Property subject to certain protective covenants, conditions and restrictions hereafter set forth. NOW, THEREFORE , Declarant and Alvamij Huntington Beach, Inc. hereby covenant , agree and declare that all of their respective interests as the same may from time to time appear in the Covered Property shall be held and conveyed subje ct to the following covenants , conditions,. restrictions and easements which are hereby declared to be for the benefit of said interests in the Covered Property, and the owners of said interests , their successors and e assigns . These covenants , conditions , restrictions and easements shall run with said interests and shall be binding upon all parties having or acquiring any right or title in said interests or any part thereof, and shall inure to the be::exir of "ach owner thereof and zre imposed upon said interests and every part thereof as a servitude i f vo a t h and v of id int at thn o s a eree es asacery s11c., , n a dominant tenement or tenements. ARTICLE I DEFINITIONS Unless the context clearly indicates otherwise, the following terms used in this Declaration are defined as follows: Section 1. "Architectural Committee " shall mean and refer to the committee or committees provided for in the Article hereof entitled "Architectural Control". Section 2 . "Articles " and "Bylaws " shall mean and refer to the Articles of Incorporation and Bylaws of the Association as the same may from time to time be duly amended. Section 3. "Assessments :" The following meanings shall be given to the Assessments hereinafter defined: "Regular Assessment " shall mean the amount which is to be paid by each Member to the Association for Common Expenses. "Parking Garage Assessment " shall mean the amount paid by each Member to the Association for Parking Garage Expenses. !Special Assessment " shall mean a charge against a particular Owner and his Lot, directly attributable to the Owner, to reimburse the Association for costs incurred in bringing the Owner -and his Lot into comnlian,o it4«w 5L- - rvs cni a uecxaratson , the Articles , Bylaws or Association Rules , or any other charge designated as a Special Assessment in this Declaration , the Articles, Bylaws or Association Rules, together with attorneys' fees and other charges payable by such Owner , pursuant to the provisions of this Declaration, plus interest thereon as provided for in this Declaration. "Capital - Improvement Assessment" shall mean a charge against each Member and his Lot , representing a portion of 2 Description : Orange ,CA Document -Year .DocID 1984 .61707 Page : 5 of 40_'•;;. Order : 2409626 Comment: EI, 84-0S1TOT cost to the Association for installation or construction of any capital improvements on the Common 'OXrea or the Parking Garage which the Association may from •' -time to time authorize pursuant to the provisions of this beclaration. Y •''• Section 4. "Association" shal l. mean and refer to One Pacific Plaza Association , a California nonprofit mutual benefit corporation , its successors and assigns. Section S . "Association Rules" shall mean and refer to rules adopted by the Association pursuant to the Article hereof entitled "Duties and Powers of the Association." Section 6 . "Board " shall mean and refer to the Board of Directors of the Association. Section 7. "City " shall mean and i6."er to the Cit; c,-' Huntington Beach , California. Section S. "County" shall mean and refer to the County of Orange, State of California. Section 9. "Common Area" shall mean and refer to those areas within the Covered Property from time to time constructed and maintained for use as private streets,.. driveways , parking arreas , landscaping , perimeter , walls., access lanes, traffic lanes, sidewalks, excluding.the Parking Garage and any other area exempted pursuant to Article VIII Section 3 hereof entitled "Exemption from Common Area". Section 10. "Common Expenses " shall mean and refer to the actual and estimated costs of s (a) maintenance , management, operation , repair and replacement of the Common Area, (b) unpaid Assessments; (c) management and administration of the Association, including , but not limited to, compensation paid by the Association to managers , accountants , attorneys and employees; (d) fire , casualty , liability, workmen 's compensation and other insurance covering the Common Area; (e) any other insurance obtained by the Association except insurance related to the Parking Garage; (f) reasonable -reserves as deemed appropriate by the Board for- all purposes except reserves relaters +.. as-- (g) bonding of the members of the Board, any professional managing agent or any other person handling the funds of the Association] (h) taxes paid by the Association except those related to the Parking Garage; 3 Description : Orange , CA Document -year . DocID 1984 .61707 Page : 6 of 40 Order : 2409626 Comment: 11 1184-0617Q7 (i) amounts paid by the Association for discharge of any lien or encumbrance levied against the Common Area or ,•, portions thereof; (j) all costs incurred in carrying out the rights and obligations assigned to and assumed by the Association pursuant to the REA and/or the Street Maintenance Agreements. .1 ,4... (k) expenses incurred by the Architectural Committee or other committee established by the Board; (1) other expenses incurred by the Association for any reason whatsoever in connection with the Common Area, or the costs of any other item or items designated by this Declaration , the Articles . Bylaws or Association Rules, or in further.%me of the Curpoaes of the Association or in the discharge of any 4uties a : powers of the Association; Section 11. "Covered Property " shall mean and refer to all the real property described on Exhibit A hereto. Section 12. "Declarant " shall mean and refer to One Pacific Plaza 11, a California general partnership, its successors and assigns , including a purchaser from Declarant of Decinrant 's retained interests in more than one Lot if such purchaser agrees in a' recorded writing to accept assignment of all of Declarant 's rights and duties as Declarant pursuant to this Declaration , in which event the assigning party shall have no further rights or obligation as Declarant. Section 13. "Development " shall mean and refer to the real property described on Exhibit A. Section 14. "Exhibit" shall mean and refer to those documents so designated herein and attached hereto and each of such Exhibits is by this reference incorporated in this Declaration. Section 15. "Improvements " shall mean and refer to any building , outbuilding , parking area , loading area. trackage , fence , wall , pole , sign , fountain, arch, walkway , and any structure or anything erected, constructed , placed or installed on any Lot. Section 16. "Lot" shall - mean and refer -to a lot or parcel within the Covered Area created pursuant to the California Subdivision Map Actor any successor thereto or replacement thereof.. Section 17. "Member" shall mean and refer to every nersori or Owt*u t.. ..-14--'r-- --'• _. ';. ,.v. o..aub L0 "'-- the Article ofthis•Declaration entitled "Membership," including Declarant 'so long as Declarant qualifies for membership pursuant to said Article. Section 18. "Owner" shall mean and refer to one or more persona or entities who are alone or collectively the record owner of a fee simple title to a Lot, including 4 .,..:....r.V Description Orange ,CA Document-Year.DocID 1984.61707 Page: 7 of 4p^'+- ' •;r Order: 2409626 Comment: • Gpr{jj 1,-.OS1 TOT n D clarant , or the vendee under an installment land sales contract , but excluding those having any such interest merely as security for the performance of an obligation. In the event that the ownership of the Improvements on a Lot Is severed from the land , whether by lease or by deed. the owner of the Improvements and not the ground lessor of such Lot shall be deemed the Owner so long as the Improvements remain on the Lot, provided that such deed or lease, or a memorandum thereof, has been recorded and a copy of such recorded document has been received by the Association . Such Owner shall be entitled to act on behalf of the owner of the land, except as otherwise expressly provided in a recorded agreement between the owner of the land and the owner of the Improvements. Section 19. "Parcel Map" shall mean and refer to Parcel Map 79-585 as recorded in Book 144, Pages 31 through 33, c it -i::e "f. Parcel :iapa in '-he of : ice of the Orange County Recorder. Section 20. "Parking Garage " shall mean any multi-story parking garage constructed on the Covered Property by Declarant which is owned by Declarant or owned or leased by the Association. Section 21. "Parking Garage Allotment " shall mean and refer to that number of spaces allotted in the Parking Carage to any particular Member. Section 22. "Parking Garage Expenses " shall mean and refer to the actual and estimated costs of: (a) maintenance , management, operation , repair and replacement of the Parking Garage; (b) fire. casualty , liability , workman 's compensation and other insurance covering the Parking Garage; (c) reasonable reserves as deemed appropriate by the Board or Declarant for Parking Garage purposes; (d) taxes paid by the Association or Declarant relaxed to the Parking Garage; (e) amounts paid by the Association or Declarant for discharge of any lien or encumbrance levied against the Parking Garage or portions thereof; (f) other expenses incurred by the Association or the Declarant in connection with the Parking Garage, except those costs related to the original construction of the Parking Garage. o..aA.a mean ana re,rer to that certain Reciproca Easement Agreement dated April 30, 1976 as recorded May 9, 1976 in Book 11726 , Page 752 in the Office of the Recorder of Orange County , California , as amended by that certain First Amendment to Reciprocal Easement Agreement dated October 11, 1976 as recorded October 18. 1976 in Book 11927 Page 1037 in the Office of the Recorder of Orange County, California and as further modified and supplemented by that certain Agreement dated February 19, 1979 ",recorded March 6, 1979 in *Book 13057 , Page 1890 in the Office of the Recorder of Orange County , California. S Description :Orange ,CA Document: -Year .DoclD 1984 .61707 Page : 8 of 40 Order : 2409626 Comment: • ^ 84,-OS1707 ;8etion 24. "Street Maintenance Agreements " shall mean " sad refer to that certain Private Street Maintenance 'Agreement between Jerwel Enterprises and Melvin J. • „•" .-oeffliger and Sally A. Gipple dated April 26, 1976 as recorded May 4, 1976 in Book 11726 , Page 759, Official Records of Orange County . California , and that certain Grant of Easement for Right -of-Way and Covenants executed by Jerwel Enterprises in favor of the City dated May 12. 1976 as recorded May 24 , 1976 in Book 11747, Page 95, Official Records of Orange County, California. Section 25 _ "Supplemental Declaration " shall mean and refer to any declaration of covenants , conditions and restrictions or sinilar instrument , annexing additional property extending the plan of this Declaration to such .• additional property as provided in Article XII of this Declaration. ARTICLE II MEMBERSHIP Section 1 - Membershi . Every owner shall be a Member. The terms and provisions set forth in this Declaration, which are binding upon all owners are not exclusive, as Owners shall, in addition , be subject to the terms and provisions of the' Articles , Bylaws and Association Rules to the extent the provisions thereof are not in conflict with this Declaration . Membership of Owners shall be appurtenant to and may not be separated from the interest of such Owner in any Lot . Not more than one membership shall exist based upon ownership of a single Lot. Section 2 - Transfer . The membership held by any owner shall not be transferred , pledged or alienated in any way, except that such membership shal l automatically be transferred to the transferee of the interest of an Owner required for membership , including without limitation any lien holder which acquires said interest . Any attempt to make a prohibited transfer is void and will not be reflected upon the books and records of the Association. The Association shall have the right to record the transfer upon the books of the Association without any further action or consent by the transferring Owner. Section 3 - Votin Ri hts . An Owner 's right to vote (except on Par ing Garage issues ) shall vest immediately upon the date Regular Assessments commence upon such Owner 's Lot as provided in this Declaration . All voting right shall be subject to the restrictions and limitations provided herein and in the Articles , Bylaws and Association Rules. ectia- 4 -Classes of Votin Membershi . The Association shall have two classes of voting membership. Class A. Class A Members shall be all owners excepting Declarant until the .Class B membership has been converted to Class A membership . Class A Members shall be entitled to one (1) vote for each 5000 square teat (or fraction thereof ) of gross square footage within any building constructed on such Member's Lot, 6 Description : Orange ,CA Document -Year .DocID 1984 .61707 Page: 9 of 40 Order : 2409626 Coamient: :b• ' 84-061707 or five (5) votes per Lot in the event no building has been constructed on such Member 's Lot, provided, however , that in the event any Member's Lot contains or is served by a multi -story parking structure which is not a Parking Garage as defined in this Declaration , then such Member's votes shall be reduced to a number deemed to be equitable by the Association based on the fact that such Member shall have a reduced use of the parking facilities in the Common Area , but in no event shall such number of votes be reduced to fewer than one half of the votes to which such Member would have been otherwise entitled. The square footage for each building shall be determined by the Association on a consistent basis for each Lot, shall be based on floor area within any building as measured from the exterior building walls , excluding therefrom mezzanines , balconies and basements , if any, and also excluding parking garages and/or parking structures . The determination of the square footage for any Lot by the Association shall be final and binding . Notwithstanding the above , in the event of any issue related to the Parking Garage , each Member shall be entitled to that number of votes equal to its Parking Garage Allotment , provided that no Owner shall be entitled to vote on Parking Garage issues until such Owner has commenced paying Parking Garage Assessments . When more than one person owns a portion of the interest in a Lot required for membership, each such person shall be a Member and the vote for such Lot shall be exercised as they among themselves determine . The Association may, but shall not be obligated to recognize the vote or written assent of any such co-Owner except the vote or written assent of the the co-Owner designated in a writing executed by all of such co-Owners and delivered to the Association. Class B. The Class B Member shall be Declarant. The Class B Member shall be entitled to fifty (50) votes for each Lot owned by Declarant , provided that Class 8 membership shall cease and be converted to Class A membership on the happening of the first to occur of the following: (a) when the total votes outstanding in the Class A membership equals the total votes outstanding in the Class 8 membership; or (b) ten (10) years following the date on which this Declaration is recorded in the Office of the Recorder of Orange County, California; or (c) when Declarant forever relingtiishs such Class B voting power by recording a document to such effect And nati fvi r,n t1.- o ..-" The Class B voting power shall remain with Declarant unless specifically assigned to an assignee as provided herein. All voting rights shall be subject to the restrictions and Limitations provided herein and in the Articles and Bylaws of the Association. 7 Description : Orange ,CA Document -Year .DoclD 1984.61707 Page: 10 of 40 Order : 2409626 Comment: 84-061707 ARTICLE III COVENANT FOR MAINTENANCE ASSESSMENTS Section I - Creation of the Lien and Personal Obli ation of Assessments . Each Owner Including the Declarant to e extent Declarant is an Owner as defined herein, of any Lot by acceptance of a deed or other conveyance creating in such owner the interest required to be deemed an Owner, whether or not it shall be so expressed in any such deed or other conveyance, is deemed to covenant and agree to pay to the Association : Regular Assessments , Parking Garage Assessments , Special Assessments , and Capital Improvement Assessments , such Assessments to be fixed. established and collected from time to time as provided in this Declaration . The Assessments , together with interest thereon , late charges , attorne •'s' fees and court costs, - &6 o-her costs of collection thcroof , as hereinafter provided , shall be a continuing lien upon the interest of the Owner of the Lot as to which each such Assessment is made . Each such. Assessment , together with such interest. late charges , costs and attorneys ' fees , shall also be the personal obligation of the Owner of such Lot at the time when the Assessment becomes due . The personal obligation shall not pass to the successors in title of an Owner unless expressly assumed by such successors. Section 2 - Pu se of Assessments . The Assessments levied by the Association shall be used exclusively for the carrying out of the Association 's rights , duties and powers hereunder. Section 3 - Re lar Assessments and Parkin Garage Assessments . The amount and time of payment of Regular Assessments and Parking Garage Assessments shall be determined by the Board pursuant to the Articles and Bylaws after giving due consideration to the current maintenance costs and future needs of the Covered Property and the Association . Not later than thirty (30) days prior to the beginning of each fiscal year , the Board shall estimate the total Common Expenses and Parking Garage Expenses to be incurred for such fiscal year. The Board shall at that time determine the amount of the Regular Assessment and Parking Garage Assessment to be paid by each Member . Written notice of the -annual Regular Assessment and Parking Garage Assessment shall be sent to every Owner . Each Member shall thereafter pay to the Association his Regular Assessment and Parking Garage Assessment in installments as established by the Board. Each such installment shall be due and payable on a date established by the Board in the written notice sent to Members . In the event the Board shall determine that the estimate of total charges for the current year is. or will L----_. -- * - __ .... ..oa. a&. ..vmmvn capenses or Parking Garage Expenses for any reason, it shall then immediately determine the approximate amount of such inadequacy and issue a supplemental estimate of the Common Expenses or Parking Garage Expenses , as applicable , and determine the revised . amount of Regular Assessment or Parking Garage Assessment , as applicable , against each Member, and the data or dates when due. 8 ,Q. w+.`rwr.-r-•r..-..Ir-.w,t..r...rt TF - x.rVw , -- . . t Description: Orange,CA Document-Year.DoclD 1984.61707 Page: 11 of 40 Order: 2409626 Comment: di ;A,- - I1ilh9,1 arty 84-051707 Ctiozi 4 - Ca ital Im rovement Assessments . In addition ,t a Regular Assessments , the Association may levy in :°;aAy calendar year, a Capital Improvement Assessment for ,,,,the purpose of defraying , in whole or in part . the cost of any construction or replacement of a described capital improvement upon the Common Area or Parking Garage including the necessary fixtures and persons.l property related thereto , but excluding the original capital improvements constructed by Declarant. Sectio 5 - Assessment Allocation . Regular Assessments and Capital Improvements Assessments related to capital improvements upon the Common Area shall be determined for each Lot based upon the ratio of the square footage of any building contained on such Lot , as determined by the Association pursuant to the Section hereof exhibited "Classes of Voting Membership ", as compared to the total sgt.3re :a2tage of all buildings on the Covered Property ..3 so determined by the Association ; provided , however, that in the event any Member's votes are z'educed as the result of the existence of a private multi -story parking garage on or serving such Member 's Lot as provided in the Section hereof entitled 'Classes of Voting Membership", such Member's square footage for purposes of this Section shall be deemed to be reduced by the same percentage as such Member's votes are so reduced . Notwithstanding the above, until such time as Class B membership ceases pursuant to Article II , Section 4, all Regular Assessments (except those for maintenance , repair , replacement and other costs directly related to the improved Common Area which shall be determined for each Lot on the basis set forth above) shall be determined for each Lot based upon the ratio of the square footage of any building contained on such Lot as compared to the total building square footage approved by the City pursuant to a planned unit development ordinance , specific development approval , zoning , or other similar ordinance or approval , as amended from time to time , whether or not such building square footage has been constructed ; any reduction in votes allotted to ruch Lot as a result of any private multi-story parking garage shall have no effect on such calculation. The Parking Garage Assessment and Capital Improvement Assessments related to capital improvements upon the Parking Garage shall be determined for each Lot on the basis of the ratio of such Lot 's Parking Garage Allotment compared to all Parking Garage Allotments on all Lots on which any building has been completed . Such assessments may be collected at intervals selected by the Board. Section 6 - Certificate of Pa ant. The Association shall, upon demand , furnish to any Member liable for Assessments , a certificate in writing signed by an officer or authorized agent of the Association , setting forth whethor *-v----------_ .-s,u u nave peen paid, and the amount of delinquency , if any . A reasonable -,charge may be collected by the Board for the issuance of 'these certificates . Such certificates shall be conclusive evidence of payment of any Assessment therein stated to have been paid. Section 7 - Exam t Pro art . All properties dedicated to and accepted by, or otherwise owned or acquired by, a public authority shall be exempt from the Assessments created herein. 9 Description: Orange ,CA Document -year.DocID 1984 .61707 Page : 12 of 40 Order : 2409626 Comment: riw 84-061707 >Section 8 • S ecial Assessments . Special Assessments ,'shall be levied by the Board against an Owner's Interest in a Lot to reimburse the Association for: (a) costs incurred in bringing an Owner and his Lot into compliance with the provisions of this Declaration, the Articles, the Bylaws or Association Rules; (b) any other charge designated as a Special Assessment in this Declaration , the Articles , Bylaws or Association Rules; and (c) attorneys ' fees , interest and other charges relating thereto as provided in this Declaration. In the event the Association undertakes to provide materials or services which benefit individual 'Lots and ,h' ch car he acc. ptcd or mr)t by individual Owners, :.uch Owners in accepting such materials or services agree that the costs thereof shall be a Special Assessment. Section 9 - Date of Commencement of Re lar Assessments d Parkin Gars e Assessments . The Regular Assessments sha 1 commence as to all Lots on the date on which this Declaration is recorded . The Parking Garage Assessment shall commence for each Lot on the first day of the month on which the building for which the Parking Garage Allotment is established is completed . It is provided, further , that in the event the amount budgeted to meet Common Expenses or Parking Garage Expenses for the then current year proves to be excessive in light of the actual Common Expenses or Parking Garage Expenses , the Board in its discretion may either reduce the amount of the Regular Assessment or Parking Garage Expenses as applicable or may abate collection of Regular Assessments or Parking Garage Expenses as it deems appropriate. Section 10 - No Offsets . All Assessments shall be payable in the amount specified by the Assessment and no offsets against such amount shall be permitted for any reason , including , without limitation , a claim that (i) the Association is not properly exercising its duties and powers as provided in this Declaration ; or (i1) a Member has made or elects to make no use of the Common Area or Parking Garage. ARTICLE IV NONPAYMENT OF ASS ESSMENTS Section 1 - Delin enc . Any Assessment provided for in this Declaration which is not paid when due shall be delinquent on said dat. 19-%._,_.....1 .06= ). it any .,..:. naaes5Aertt is not paid within ten (10 ) days after delivery of notice of such delinquency from the Association, a late charge as established by the Board shall be levied and the Assessment shall bear interest from the delinquency date at the highest legal interest rate (not to exceed 18%). The Association may, at its option, and without waiving the right to judicially foreclose its lien against the delinquent Owner's interest in the Lot, pursue any available remedies, including, 10 ent-Year.DocZD 1984.61707 Page: 13 of 40CA DocumDescription: Orange, Order: 2409626 Comment: 84 -061707 without limitation, bringing an action at law against the Member personally obligated to pay the same, and/or upon ',compliance with the notice provisions set forth in the Section entitled "Notice of Lien" of this Article to foreclose the lien against the delinquent Owner's interest in the Lot. If action is commenced, there shall be added to the amount of such Assessment the late charge. interest, the costs of such action, and attorneys' fees incurred in connection with such action; and in the event a judgment is obtained , such judgment shall include said late charge, interest and a reasonable attorney's fee, together with the costs of action. Each Member vests in the Association or its assigns, the right and power to bring all actions at law or lien foreclosure against such ,'!er..ber or other Members for the collection of such delinquent Assessments. Sect:,-on 2 - Notice of Lien . No action shd_. ::- brought to foreclose said Assessment lien or to proceed under the power of sale herein provided until thirty (30) days after the date a notice of claim of lien is deposited in the ,United States mail , certified or registered , postage prepaid , to the Owner of said Lot and to the beneficiary of any deed of trust recorded against said Lot (provided that the said beneficiary has provided to the Association an address to which notices may be sent ), and a copy thereof is recorded by the Association in the office of the County Recorder of the County ; said notice of claim of lien must recite a good and sufficient legal description of any such Lot , the record Owner or reputed Owner thereof , the amount claimed (which shall include interest on the unpaid Assessment at the maximum rate permitted by law, but not to exceed eighteen percent (18;) per annum, a late charge as established by the board , plus reasonable attorneys ' fees and expenses of collection in connection with the debt secured by said lien ), and the name and address of t he claimant. Section 3 - Foreclosure Sale . Said Assessment lien may be enforced by sale by the Association , its attorney or any other person authorized by the Board to make the sale after failure of the Owner to make the payments specified in the notice of claim of lien within said thirty (30) day period. Any such sale provided for above is to be conducte d. in accordance with the provisions of Sections 2924 , 2924b , 2924c, 2924f , 2924g and 2924h of the Civil Code of the State of California as said statutes may from time to time be amended , applicable to the exercise of powers of sale in mortgages and deeds of trust, or in any other manner permitted or provided by law . Upon the affirmative vote of a majority of the voting power present in person or by proxy at a duly and validly held meeting of Members or by written consent, as set forth in the Bylaws , the Association . thi "..-L t -- eyc„ua, snail have the power to bid on thew interest of the delinquent Owner in such Lot, using Association funds, or funds borrowed for such purpose , at the sale, and to acquire and hold, lease , mortgage and convey the same. Section 4 - Curing of Default . Upon the timely payment or other satisfaction of: (a) all delinquent Assessments specified in the notice of claim of lien , (b) all other Assessments which have become due and payable with respect 11 Description: Orange,CA Document-Year .DocZD 1984.61707 Page: 14 of 40 Order: 2409626 Comment: 94-06170 7 to the Lot as to which such notice of claim of lien was recorded , and (c ) interest , late charges, attorneys' fees --.and other Costs of collection pursuant to this Declaration and the notice of claim of lien which have accrued, officers of the Association or any other persons designated by Board are hereby authorized to file or record , as the case may be , an appropriate release of such notice , upon payment by the defaulting Owner of a fee, to be determined by the Association , but not to exceed Fifty Dollars ($50.00 ) to cover the costs of preparing and filing or recording such release. ARTICLE V ARCHITECTURAL CONTROL Section : - An cintmcrt of Arc h ite _t ura! Committee. The Architectural Committee shall consist of not less than three (3) nor more than five (5) persons . The Declarant shall initially appoint the Architectural Committee. The Declarant shall retain the right to appoint , augment or replace all members of the Architectural Committee until the first to occur of (a) ten (10) years after the date of the recording of this Declaration , or (b) until Declarant no longer has any ownership interest in any part of the Covered Property , provided that the Declarant may, at its sole option , transfer this right to the Board by written notice thereof prior to the end of such period. Upon termination of Declarant 's right to so appoint , augment or replace members , such right shall automatically be transferred to the Board . Persons appointed by the Board to the Architectural Committee must be Members ; however, persons appointed by Declarant to the Architectural Committee need not be Members , in Declarant's sole discretion. Section . 2 - Obli ation t o Submit Plans for A royal. No improvement shall be commenced, erected or permitted to remain upon the Covered Property , nor shall any exterior addition to or change or alteration in any such Improvement including, without limitation, the color of any such Improvement be made: (a) until there has been approved by the Architectural Committee plans and specifications (including , but not limited to grading plans ) showing the nature , kind , size, area, height , materials, exterior color and surface, shape and design, and location of such Improvement . Such plans shall be prepared by an architect licensed to practice in the State of California . Before granting such approval , the Architectural Committee shall have in its reasonable judgment determined that the plans and specifications conform to such architectural - --'--'- „ - m,ay ..um i,me to time be adopted by the Board ("Architectural Standards"), and provide for Improvements which are in harmony as to external design and location with surrounding Improvements and topography; (b) which are not constructed in accordance with such approved plans and specifications. 12 Description : Orange ,CA Document -Year .DOcID 1984.61707 Page : 15 of 40 Order : 2409626 Comment: .b O 8b-O€17O7 Such plans and specifications are not approved for engineering design , and by approving such plans and .ti specifications neither the Architectural Committee, the members thereof, the Association , nor Declarant assumes liability, or responsibility therefor , or for any defect in any structure constructed from such plans and specifications. In determining whether to approve or •' disapprove such plans and specifications, the Architectural Committee , or the Association shall have the right to reject and disapprove any such plans or specifications which , in their respective opinions, are .`' not suitable or desirable with respect to the individual Improvement , or the Covered Property as a whole . In this regard, the Architectural Committee , or the Association shall have the right to take into consideration the matters mentioned above . as well as the aesthetics of the proposed building or other Improvements . the bar=ony th,.rvz with the surroundi .,. and .he of !% :. ..a th± Covered Property as a whole. Section 3 - Landsca in . No trees , bushes , or mass plantings or other landscaping shall be planted or emplaced upon the Covered Property by any owner except pursuant to plans and which have been reviewed and -approved in writing by the Architectural Committee. Said plans as submitted to the Architectural Committee shall be prepared by a landscape architect licensed to practice landscape architecture in the State of California and shall show in detail the proposed elevations and locations of said trees , bushes , shrubs or plants , including the location and elevation of the same in relation to the remainder of the Covered Property . The Architectural Committee may disapprove said plans and specifications if in its good faith opinion the aesthetic beauty of any part of the Covered Property would be unduly marred by the location of such tree. bush , shrub or plant , or in any other manner . Further, approval of said plans shall be withheld if, in the reasonable opinion of the Architectural Committee , they do not provide for an adequate amount of landscaping relative to the aesthetic requirements of the area for which they are submitted. In the event that Architectural Committee fails to approve or disapprove such p lans within thirty (30) days after the same shall have been submitted to it, such plans will be deemed approved. Section 4 - A royal and Confortait of Plans. In the event that the Architectural Committee shall disapprove of plans and specifications submitted to it pursuant to the provisions of Section 2 or 3 above of this Article V. such decision shall be appealable to the Board as provided below, and the Board 's decision on whether such approval was properly withheld shall be final and nonappealable. Section 5 Aru . l _•....ua va.LUral Committee shall be appealable to the Board . Appeals may be taken to the Board by written notice to the Board not more than twenty (20) days following the final decision of the Architectural Committee , and within twenty (20) days following the receipt of such notice of appeal, the Board shall render a decision with respect to such appeal. The failure of the Board to render a decision within said twenty (20) day period shall be deemed a decision in favor of the Appellant. 13 Description : Orange ,CA Document -Year .DocZD 1984 .61707 Page: 16 of 40 _ - Order : 2409626 Comment: X4'061707 Diction 6 - Conformit of Com leted Buildin a. • • ?'l$ubsection (b) of Section 2 of this Article shall be deemed to have been complied with if, upon the completion of construction , there is mailed to the Architectural Committee the certificate of a licensed architect or other person acceptable to the Architectural Committee stating that the structures upon the Property have been erected in substantial conformity with plans and specifications ;Y4..' ' approved or deemed approved by the Architectural Committee. Section 7 - Notice of Nencomoliance or Noncom letion. Notwithstanding anything to the contrary contained herein, after the expiration of one (1) year from the date of issuance of a building permit by a municipal or other governmental authority for any improvement, said improvement shall, in favor of purchasers and encumbrances in good faith and for valise be deemed to be in compliance • t, • 11 pre:••.cioZS c 1 this Article , unless actc .al ncti:e t of such noncompliance or noncompietion , executed by the Architectural Committee shall appear of record in the Office of the County Recorder of Orange County, California , or unleso legal proceedings shall have, been instituted to enforce compliance or completion. Section 8 - General Provisions. (a) The Architectural Committee may establish reasonable rules. subject to adoption by the Board, in connection with its review of plans and specifications including , without limitation , the number of sets to be submitted , the payment of a fee not to exceed Five Hundred Dollars ($500.00 ) per submission . which fee may be increased by the Board after five (5) years from the date of recordation of this Declaration by no more than the sum of Two Hundred Dollars ($200.00 ) and may subsequently be increased at the end of each five (5) year period thereafter by the additional sum of Two Hundred Dollars ($200.00) per period ; providing that approval or disapproval of plans and specifications may be made by one or more of the members of the Architectural Committee and to which plan review responsibilities may be delegated. Unless such rules are complied with, such plans And specifications shall be deemed not submitted. (b) The address of the Architectural Committee shall be the address established for giving notice to the Association . Such address shall be the place for the submission of plans and specifications , and the current Architectural Standards and Landscaping Standards , if any, shall be kept at the address of the Architectural Committee. (c) The Architectural Committee shall notify each 'Owner of a decision pending pursuant to this Article no 1 Arar 4-%&- Cl tr -1"': rimy suers decision and shall make all plans and specifications submitted to it pursuant to this Article available at the address of the Architectural Committee for any Owner's review and comments. Section 9 - Enforcement Remedies . The Association may, at its option , enforce the provisions of this Article by means of any remedy available at law or in equity 14 W Description: Orange ,CA Document -Year .DocZD 1984.61707 Page : 17 of 40 Order: 2409626 Comment: a4-061707 Including , without limitation, the right to seek specific performance or to enjoin the continuance of the "• noncompliance with or violation of said provisions, or by .4''means of any other remedy deemed appropriate by the Association. The failure of any of such remedies to be employed upon any one or more of any occurrence giving ;•.,•,t rise to such remedies shall not be a waiver of the right to employ such remedies . If in any action to enforce said provisions the Association prevails against the party in violation of said provisions , said party in violation/° shall pay the costs of action and the reasonable attorney 's fees incurred by the Association or the Declarant. ARTICLE VI REG 'LATION OF O: R!%TIO'3S AND USES Section I - Parkin Ratio . In no event shall the ratio of parking spaces per 1000 square feet of net rentable square feet in all original buildings constructed on the Covered Property be less than 3.7. Net rentable square feet for purposes of this Section shall be deemed to mean eighty-five percent (85x) of the total gross square footage of all covered areas on the Covered Property, measured from the exterior building walls , including any mezzanines and balconies , but excluding basements , parking garages and parking structures . Notwithstanding the minimum ratio of 3 .7 set forth herein , some Lots may have a higher parking ratio and the Association shall keep an accurate record of the applicable parking ratio for each Lot. Any Owner of any Lot may transfer any parking spaces in excess of the minimum ratio set forth herein to any ' other Owner pursuant to an agreement between such Owners provided that the Association is notified in writing of such transfer by both such Owners. Such transfer shall specify whether or not such transferred parking spaces are located in the Parking Garage. Each Lot shall have the number of parking spaces as are attributable to the buildings on such Lot within one or all of the following areas: (a) Within such Lot or any adjacent Lot; (b) Within the Parking Garage; or (e) Within 250 feet of such Lot. No Owner shall permit, pursuant to any lease, agreement or otherwise , parking in the Common Area or Parking Garage by such Owner 's tenants or tenant's employees , invitees or licensees in excess of the parking ratios or Parking Garage Allotments amolieahl- ... ---h sat iortn in oactaon and Article VIII , Section 2 hereof entitled "Parking Garage Use." Section 2 • Si s. (a) No billboard or advertising sign shall be permitted , other than the following: 15 Description : Orange ,CA Document -Year . DocrD 1984 .61707 Page : 18 of 40 order : 2409626 Comment: -- - 10 II • Ilil_ ,:ISltlllilll! 41 84-061707 (1) Those identifying the name , business and products of the person or firm occupying the premises; and (2) Those offering the premises for sale or lease when specifically approved as provided in Article V. (b) Signs and identifications on Improvements or Lots shall only be of such size , design and color as is specifically approved as provided in Article V and shall comply with any applicable City regulations. Section 3 - Tale hone and Electrical Service and Antennas . All on-site telephone and electrical lines wil be placed underground. Transformer or terminal equipment will be screened from view of adjacent streets ^d pro;,:--:+es. ilo televis =cn, radio or other electronic antenna or device of any type shall be placed -or permitted to remain on any building on any Lot except as specifically approved by the Architectural Committee and Declarant as provided in Article V. Section 4 - Stara a and Refuse Collection Areas. (a) All storage areas and refuse collection areas shall be visually screened so that materials stored within these areas shall not be visible from access streets or adjacent property. (b) All rubbish, trash and garbage shall be regularly re:loved from each Lot and shall not be allowed to accumulate thereon. Section S - Nuisance . No noxious or offensive trade or activity shall be carried on upon any Lot , nor shall anything be done thereon which may be, or may become, an annoyance or nuisance to the other Lots. Section 6 - Common Area - Parking Garage . There shall be no obstruction of any walkwaye or driveways located upon the Common Area or the Parking Garage , which would interfere with the circulation of foot or automobile traffic except as specifically provided herein except such obstruction as may be reasonably required in connection with repairs of such walkways and driveways . Use of all areas within the Common Area and the Parking Garage shall be subject to regulation by rules which may be adopted by the Association and furnished in writing to the Owners. The Association shall promptly take action as may be necessary to abate or enjoin any interference with or obstruction of the walkways and driveways contrary to the provisions hereof and shall have the right of entry for purposes of removing the same . Avtu --- 4-- s :-r ..,-.:..,. an connection with such abatement, injunction or corrective work shall be specially assessed to the Owner or Owners responsible therefor . In addition to all other remedies it may have in law or in equity , either the Association or Declarant may enjoin or abate, by appropriate legal action , the interference or obstruction of such walkways and driveways. 16 Description : Orange ,CA Document -year .DociD 1984 .61707 Page : 19 of 40 Order : 2409626 Comment: 84-061707 ,Section 7 - Parkin Areas. The Association shall have the right to establish a system of reserved parking or L validated pay parking within the Common Area pursuant to which certain parking areas within the Common Area would be reserved for use by a particular building located adjacent to such parking area . Notwithstanding the above, all Owners and the Association, shall be bound to the provisions of the REA which provide that at least fifty percent (SQ%) of any parking spaces on the Covered Property which are located within two hundred (200) feet of the WCSL Parcel as defined in the REA shall be free of any such restricted or reserved parking system, and at least fifty percent (50%) of all parking spaces on the Covered Property which are located within four hundred (400) feet of such WCSL Parcel shall be free of any such restricted parking system. Section 9 REA aad Street Ma intenance Agreements. terms and provisions of tha SEA and the Street Maintenance Agreements shall be binding on the Covered Property to the extent required in such documents . In the event of any inconsistency or conflict between the terms and provisions of this Declaration and the terms and provisions of the REA or the Street Maintenance Agreements , the terms and provisions of the REA and the Street Maintenance Agreements shall prevail . All rights and obligations which run with any part of the Covered Property under the REA and/or the Street Maintenance Agreements may be assigned to the Association , in which event the Association shall assume such obligations and carry out all such 'rtghts and obligations. Section 9 - Uses Permitted . Uses permitted on the Covered Property are limited to commercial uses , such as mercantile business , professional , real estate and similar office uses including without limitation office buildings, hotels , restaurants and financial institutions and parking areas . The Association shall have the right to approve any other use which is permitted by applicable zoning ordinances and regulations of government authorities having jurisdiction over the Covered Property. ARTICLE VII DUTIES AND POWERS OF THE ASSOCIATION Section 1 - General Duties and Powers . In addition to the duties and powers enumerated in its Articles and Bylaws , or elsewhere provided for herein , and without limiting the generality thereof , the Association shall have the specific duties and powers specified in this Article. Section 2 - General Duties of the Association. The Association through the Board shall have the duty and obligation to: 17 Description : Orange ,CA Document -Year .DocID 1984.61707 Page: 20 of 40 Order : 240-9626 Comment: 84-091707 (a) enforce the provisions of this Declaration, the Articles, Bylaws, and Association Rules, by appropriate means and carry out the obligations of the Association hereunder; (b) maintain and otherwise manage 'the followings (i) the Common Area . the Parking Garage and any other easements and real property and all facilities, improvements and landscaping thereon in which the Association holds an interest , subject to the terms of any instrument transferring such interest to the Association; (ii) all personal property in which the Association holds an interest , subject to the terms of any instrument transferring such interest to the t asoci ati nn: (iii) all property , real or personal , which the Association is obligated to repair or maintain pursuant to this Declaration , including , without limitation, the Article of this Declaration entitled "Repair and Maintenance;" and (c) pay any real and personal property taxes and other charges assessed to or payable by the Association; (d) obtain and pay all costs of water, gas and electric, refuse collections and other services for the benefit of the Common Area and the Parking Garage; (e) contract for casualty , liability and other insurance on behalf of the Association. (f) to carry out all rights and obligations assumed by the Association pursuant to the REA and the Street Maintenance Agreements. (g) accept the conveyance of a fee or leasehold interest in the Parking Garage and the Lot on which it is located , and of a fee or leasehold interest in any portion of the Common Area. Section 3 - General Powers of the Association. The Association through the Board shall have the power but not the obligation to: .(a) employ a manager or other persons and contract with independent contractors or managing agents to perform all or any part of the duties and responsibilities of the Association; po&ov4,aa Prnperty for offices or other facilities that may be necessary or convenient for the management of the Covered Property, the administration of the affairs of the Association or for the benefit or enjoyment of the Members; (c) borrow money as may be needed in connection with the discharge by the Association of its powers and duties; 18 Description : Orange ,CA Document-Year .DocID 1984.61707 Page : 21 of 40 Order : 2409626 Comment: 84-061707 (d) establish and maintain a working capital and contingency fund in an amount to be determined by the Board . Such contribution shall be a Common Expense and shall be collected as part of the Regular Assessments, except for a contingency fund related to the Parking Garage which shall be a Parking Garage Expense. Said fund shall be used by the Board as it deems fit to carry out the objectives and purposes of the Association; (e) to grant easements , where ; necessary, for utilities , drainage or sewer facilities over and under the Common Area and Parking Garage to service the Common Area, Parking Garage or the Lots. Section 4 - Association Rules . The Board shall also have the power to adopt, amend , and repeal such rules and regulations as it deems reasonable (the "Association Rules") which mdy include the establ _ _ ant of a syst..m fines and penalties enforceable as Special Assessments, all an provided in the Bylaws . The Association Rules shall govern such matters in furtherance of the purposes of the Association , including , without limitation , the use of the Common Area and Parking Garage ; provided , however, that the Association Rules may not discriminate among owners , and shall not be inconsisternt with this Declaration , the Articles or Bylaws . A copy of the Association Rules as they may from time to time be adopted , amended or repealed or a notice setting forth the adoption , amendment or repeal of specific portions of the Association Rules shall be delivered to each Owner in the same manner established in this Declaration for the delivery of notices. Upon completion of the notice requirements , said Association Rules shall have the same force and effect as if they were set forth in and were part of this Declaration and shall be binding on the :Owners and their successors in interest whether or.not actually received thereby. In the . event of any conflict between any such Association Rules and any other provisions of this Declaration , or the Articles or Bylaws, the provisions of the Association Rules shall be deemed to be superseded by the provisions of this Declaration, the Articles or the Bylaws to the extent of any such conflict. Section 5 - Emer enc Powers . The Association or any person authorized by the Association may enter any Lot in the event of any emergency involving illness or potential danger to life or property. ARTICLE VIIT COMON AREA AND PARKING GARAGE Section 1 - Transfer o Parkin Garac e,nh 4..x.4 . - =' _..:.. a+vcsarantt snail retain the right to convey or cause the conveyance of fee title or a leasehold interest in the Parking Garage to the Association , along with the Lot on which it is located, at no or nominal cost to the Association , at any time , at the sole option of Declarant . Upon such conveyance , the Association shall hold and maintain the Parking Garage for the benefit and use of all owners pursuant to the terms of this Declaration . Prior to such conveyance , Declarant shall 19 Description : Orange ,CA Document -Year.DocrD 1984 .61707 Page : 22 of 40 Order : 2409626 Comment: I WIIii .' {, 8'r 062 707 9 ' hold the Parking Garage for the benefit of all Owners and subject to all rights of the Association as set forth in this Declaration . In the event the Parking Garage is leased to the Associaticn and such lease is terminated for any reason , the fee owner of the Parking Lot shall continue to be bound by the terms of this Declaration and sht11 continue to hold such Parking Lot for the benefit of all owners and subject to all rights of the Association. Notwithstanding the ownership of the Parking Garage, Declarant shall have the right , in its sole discretion to construct the initial Parking Garage , expand the Parking Garage and to grant Parking Garage Allotments . Declarant shall construct a sufficiently large Parking Garage to accommodate the parking requirements established in the Section hereof entitled "Parking Ratio ", provided, however, that Declarant shall have no obligation to construct any Parking Garage in the event said parking . a,.:G can be sat:.3f :ed without the construction of a Parking Garage. Section 2 - Parkin Cara a Use . Each Lot shall be conveyed by Declarant with a specified number of spaces in the Parking Garage ("Parking Garage Allotment ") and the Owner of such Lot shall have the right to use such number of spaces in the Parking Garage (less any number of parking spaces in the Common Area delegated by the Association to such Owner in lieu of a space in the Parking Garage) provided that such Owner has commenced paying Parking Garage Assessments . The initial Parking Garage Allotment for Lot 1 of the Parcel Map shall be 3.1 spaces per 1,000 net rentable square feet contained in buildings constructed on Lot 1 as determined pursuant to the Section hereof entitled "Parking Ratio." The Parking Garage Allotments for all Lots shall be kept on file by the Association . In the event any Owner determines that it requires more or fewer spaces in the Parking Garage than its Parking Garage Allotment , such spaces in any Owner 's Parking Garage Allotment may be transferred to any other Owner pursuant to an agreement between such Owners, provided , however , that no such transfer shall be effective until the Association is notified in writing by both such owners of such transfer . In the event of such transfer , the Parking Garage Allotment of the transferor Owner shall be reduced by the number of spaces transferred, and the Parking Garage Allotment of the transferee owner shall be increased by the number of spaces transferred . Nothing contained herein shall be deemed to limit or prevent the Association from establishing fees for the use of the Parking Garage in order to cover Parking Garage Expenses and ownership of a specific Parking Garage Allotment shall not be deemed to grant such Owner free use of parking spaces in the Parking Garage. The Association shall have the power to reserve particular spaces or areas within the Parkin ., ra. the •••--e ..:,.. :,..,a or aul.Ldings thereon. Section 3 - Exem tion From Common Area . The Association shall have the right to exempt any portion of any Lot from inclusion with the Common Area upon written request from the Owner of such Lot , which request shall specify the reason for such request . The Association shall have the right to approve or disapprove such exemption on taking into consideration the effect of such exemption on the 20 Description: Orange ,CA Document -Year .DoclD 1984.61707 Page: 23 of 40 Order: 2409626 Coms ent: ii a._I'z 8r4-061707 subject Lot and on the remainder of the covered Property, and may permanently exempt such property or exempt it for a specified time or otherwise condition such exemption on conditions which , in the Board 's opinion, will benefit the Covered Property as a whole. Section 4 - Member's Ri ht . of En o ant. Every Member shall have a non-exclusive easement upon, under and in the Common Area and Parking Garage for parking purposes on all parking areas or facilities constructed on the Common Area and the Parking Garage , subject to the limitations set forth in this Declaration , for utility easement purposes, for sewage and drainage , and for general use and enjoyment and such easement shall be appurtenant to and shall pass with the title to every Lot subject to the following provisions: (a) The right -f .he hssociatlc n to establish uniform rules and regulations pertaining to the use of the Common Area and the Parking Garage. (b) The right of the Association to designate the location of easements for utilities, sewage and drainage. (c) The right of the Association to suspend the voting rights and the rights to use the Common Area or the Parking Garage by a Member for any period during which any assessment against his Lot remains unpaid and delinquent, and for a period not to exceed 30 days for any single infraction of the rules and regulations of the Association, provided that any suspension of any such voting right or right to use the Common Area or the Parking Garage , except for failure to pay assessments, shall be made only by the Association or duly appointed committee thereof after notice and hearing given and held in accordance with the By-Laws of the Association. Section S - Dole ation of Use. Any Member may delegate his right of enjoyment to the Common Area or the Parking Garage to his employees or his tenants, subject to rules and regulations adopted by the Board. In the event *and for so long-as a Member delegates said rights of enjoyment to his tenants, said Member shall not be entitled to said rights. Section 6 - Waiver of Use . No Member may exempt himself from personal, liability for Assessments duly levied by the Association , nor release the Lots owned by him from the liens, charges and other provisions of this Declaration, the Articles, Bylaws and Association Rules, by waiver of the use and enjoyment of the Common Area or the Parking Garage , or the abandonment of his Lot. ARTICLE IX REPAIR AND MAINTENANCE Section 1 - Maintenance Duties of Association. The Association shall maintain the Common Area and the Parking Garage in an attractive and viable condition and at a level of general maintenance and landscaping excellence at 21 Description: Orange ,CA Document -Year.DoclD 1984.61707 Page : 24 of 40 Order: 2409626 Comment: least equal to that prevailing in other first class ,• commercial developments within the general vicinity. P- Notwithstanding the foregoing , and without limiting the effect thereof, the maintenance obligations provided herein shall include the maintenance of landscaping in an attractive and viable condition and the maintenance and repair of all pathways , stzuctures , parking areas or other improvements located in the Common Area and Parking Garage . The Association may, at Its option , accomplish the maintenance obligations provided herein with its own employees and equipment or contract with another party to accomplish said maintenance obligations. Section 2 - Lot Ma ntenance. Every owner shall have the obligation to maintain the exterior of all Improvements and all other portions of his Lot which are not a part of the Common Area or Parking Garage in good condition and rt•nai: ai.d at r. level of genera. mL+Aten.,cce at least equal to that prevailing with respect .to other areas located in or on the Covered Property . Nc•Owner shall have either the right or the obligation to maintain any portion of the Common Area or the Parking Garage. Section 3 - Association 's Ri ht to Maintain Lots. In the event the Association determines that any Owner is not carrying out its maintenance obligations as set forth in Section 3 of this Article VIII, the Association may cause such maintenance to be accomplished as hereinafter set forth.' 84-061707 (a) Upon a finding by the Association of a deficiency in such maintenance , the Association shall give a Notice of Deficiency to the Owner which shall briefly specify the condition or conditions which the Association finds to be deficient and request that such deficiency be cured within a specified reasonable period of time. (b) In the event that the Association determines that such deficiency continues to exist at the end of the period of time specified in the Notice , the Association may, at its option, either (i) itself enter on and accomplish the maintenance of the Lot or any part thereof that continues to be deficient ; (ii) contract with another party to accomplish such maintenance; (iii) seek any other remedy available at law or in equity including , without limitation , specific performance or an injunction to enforce the owner 's maintenance obligations provided herein . Any of the foregoing remedies may be employed at the option of the Association , and the failure of any of such remedies to be employed upon any one or more of any occurrence giving rise to such remedies shall not be a waiver of the right to employ such remedies. (c) In the event that the Association elects to accomplish such Owner's maintnn ,.e" +•+---=--_ __r - ., .ne wssocaatione 's employees and equipment or by contract with a third party , the entire cost of accomplishing such maintenance shall be a Special Assessment to the affected Owner and Lot. In the event the Association elects to bring an action at law or in equity and prevails against the Owner the costs of such action and the reasonable attorneys ' fees incurred by the Association shall be a Special Assessment to the affected Owner and Lot. 22 Description : Orange ,CA Document -Year. DocZD 1984 .61707 Page : 25 of 40, Order : 2409626 Comment: i 84-061707. 4v ARTICLE X INSURANCE Section 1 - T es. The Association shall make a good faith effort to obtain and continue in effect full coverage blanket public liability insurance , casualty insurance and fire insurance with extended coverage for the full roplacement value of the Improvements in the Common Area and Parking Garage , without deduction for depreciation , and with clauses waiving subrogation against Members and the Association and persons upon the Covered Property with the permission of a Member . Such insurance shall be maintained by the Association for the benefit of the Association . As to each of said policies which will not be voided or impaired thereby , the Members hereby waive and release all claims against the Association, the Coar4 , the Iaoclarant and agents ar.u employees of each : . the foregoing , with respect to any loss covered by such insurance , whether or not caused by negligence of or breach of any agreement by said persons. but only to the extent of insurance proceeds received in compensation for such loss . The Association may purchase such other insurance as it may deem necessary including , but not limited to. fidelity bonds, workmen 's compensation and officers ' and directors' liability insurance . The Board shall annually determine whether the amounts and types of insurance it has obtained provide adequate coverage for the Common Area and the Parking Garage . If the Board determines that increased coverage or additional insurance is appropriate , it shall obtain the same. Section 2 - Premiums and Proceeds . Insurance premiums for any such blanket insurance coverage obtained by the Association and any other insurance deemed necessary by the Association shall be a Common Expense to be included in the Regular Assessments levied by the Association, or a Parking Garage Expense to be included in the Parking Garage Assessments if related to the Parking Garage. Insurance proceeds shall be used by the Association for the repair or replacement of the Property for which the insurance was carried . The Association is hereby granted the authority to negotiate loss settlements with the appropriate insurance carriers . Any two (2) directors of the Association may sign a loss claim form and release form in connection with the settlement of a loss claim, and such signatures shall be binding on the Association and the Members. ARTICLE XI EASEMENTS Section 1 - Reci rocal Utility Easements 'rs.e ..+_,..._ _ ., owners witn respect to water , sewer, electricity, gas, telephone lines and drainage facilities shall be governed by the followings (a) Wherever sanitary sewer connections, water connections, electricity, gas, telephone or drainage facilities are installed within the Covered Property, the Owners of any Lot served by said connections, lines or 23 ..F...."e'i`'yA 'rT `1_'7Y _`-„! -' w 7' =3 -4C71e x'..47 :•^M• • - -„ . - ., Description : Orange ,CA Document -Year .DoCID 1984 .61707 Page: 26 of 40 Order : 2409626 Comment: 11 w ;1 84-061707 e facilities shall have the right , and there is hereby reserved to Declarant together with the right to grant and transfer the same to Owners an easement to the full extent necessary therefor , to enter upon the Lots owned by otters , or to have utility companies enter upon the Lots owned by others , in or upon which said connections, lines or facilities , or any portion thereof lie, to repair, replace and generally maintain said connections as and when the same may be necessary as set forth below. (b) Wherever sanitary sewer connections, water connections, electricity , gas, telephone or drainage facilities are installed within the Covered Property, which connections serve more than one (1) Lot, the Owner of each Lot served by said connections shall be entitled to the full use and enjoyment of such portions of said connections as service his Lot. Section 2 - General Uti-lit Easements . Existing easements over the Covered Property for the installation and maintenance of electric, telephone , water.. gas, sanitary sewer lines and drainage facilities as shown on the recorded tract maps of the Covered Property dr otherwise created , are hereby reserved by Declarant, its successors and assigns , together with the right to grant ana transfer the same. Section 3 In ection and Maintenance Easements. There is hereby reserved to the Association together with the right to grant and transfer the same, easements over the Covered Property for the purpose of inspection for compliance with the provisions of the Article hereof entitled "Architectural Control ," and for the purpose of inspection for and accomplishing compliance with the provisions of the Articles hereof entitled "Repair and Maintenance ".and "Duties and Powers of Association," including without limitation easements for the purpose of maintenance and access to any utility outlets servicing the Common Area or Parking Garage. 4x4- for display and exhibit purposes in connection with the sate ',or leasing of the Lots ; provided , however, that such use shall not, unreasonably interfere with the Owner's Section 4 - Encroachments . Each Lot shall have an easement over all a j oining Lots, for the purpose of: (a) Accommodating eaves, overlaps and other similar projections created during the original construction of the Development , if any, or the reconstruction or repair of any Improvements in accordance with the plans and specifications approved pursuant to Article V of this Declaration; or (b) Accommodating minor encroachments due to original engineering or. surveying errors , errors in original construction , errors in reconstruction or repair in accordance with plans and specifications approved pursuant to'Article V of this Declaration , or satt1p-b-4- - -a.a e... _ _.oz- a auitding or other structure. 'Section S - Easements fa Declare t. Every Lot shall ave an easement reserved in favor of Declarant for the purpose of ingress an¢ egress, for' construction purposes w 24 Description : Orange ,CA Docent -Year •DocID 1984 .61707 Page : 27 of 40 Order : 2409626 Comment: 84-061707 use of the Lot . Declarant hereby reserves to itself, its successors and assigns , and agrees that it will grant to all Owners a nonexclusive easement for ingress , egress. pedestrian walkway and general use and enjoyment over and upon the Common Area and Parking Garage . Such easements when granted to Owners shall be subject to the rights of the Association as set forth in the Article hereof entitled "Common Areas and Parking Garage." Section 6 - No Amendment. This Declaration cannot be amended to modify or eliminate the easements reserved to Declarant herein without the prior written approval of Declarant and any attempt to do so shall have no effect. ARTICLE XII A.`t'.df'{ATI!N OP ADDITIONAL PROP='.-.=i Section 1 - Annexation Pursuant to A royal. Upon approval in writing of the Association , pursuant to a three-quarters (3/4) majority of the voting power of each class of its Members , or the written assent of such members , excluding the voting power or written assent of the owner of any of the real property sought to be annexed ,'any person who desires to add such property to the plan of this Declaration and to subject such property to the jureidiction of the Association, may file of record a Supplementary Declaration , as descr.bed in Section 2 of this Article. Section 2 - Su lementar Declarations . The annexations authorized under the foregoing section shall be made by filing of record a Supplementary Declaration with respect to the additional property which shall extend the plans of this Declaration to such property. Such Supplementary Declarations contemplated above may contain such complementary additions and modifications of the covenants , conditions and restrictions contained in this Declaration as may be necessary to reflect the different character , if any, of the annexed property and as are not inconsistent with the plan of this Declaration . In no event , however , shall any such Supplementary Declaration , merger or consolidation, revoke , modify or add to the covenants established by this Declaration within the Covered Property then existing except as hereinafter otherwise provided. Section 3 - Mer era or Consolidations . Upon a merger or consoli ation of the Association with another association, which merger or consolidation must be approved by two-thirds (2/3) of each class of Members of the Association , the Associations 's properties , rights and obligations may , by operation of law , be transferred *r+ essOClaLlan, or, -r.alternatively , the properties , rights and obligations of another association may,. by operation of law, be added to the properties ,•rights ahd obligations of the Association as a surviving corporation pursuant to a merger. The sut'viVing •or consolidated association may administer the covenants, conditions and restrictions established by this of v 25 Description :}Orange ,CA Document -Year . DOCID 1984 .61707 Page : 28 of 40 Order : 2409626 Comment: . .. ' a 84-061707 f Declaration within the Covered Property, together with the covenants and restrictions established upon any other property as one plan. ARTICLE XIII GENERAL PROVISIONS Section 1 - Enforcement . The Association , or any Owner, or Declarant shall ave the right to enforce by proceedings at law or in equity , all restrictions, conditions , covenants and reservations , now or hereafter imposed by the provisions of this Declaration or any. amendment thereto , includ;ng the right to prevent the violation of any such restrictions , conditions, covenants, or reservations and the right to recover damages or other dues fos . sc .h violation . The Association or any Owner or Declarant shall also have the right to enforce by proceedings at law or in equity the provisions of the Articles or Bylaws and any amendments thereto. With respect to architectural control and Association Rules, the Association shall have the exclusive right to the enforcement thereof unless the Association refuses or is unable to effectuate such enforcement , in which case any owner who otherwise has standing shall have the right to undertake such enforcement . With respect to Assessment liens , the Association and Declarant shall have the exclusive right to the enforcement thereof. Section 2 - No Waiver . Failure by the Association or by any Member to enforce any covenant , condition, or restriction herein contained , or the Articles , Bylaws or Association Rules , in any certain instance or on any particular occasion shall not be deemed a waiver of such right on any such future breach of the same or any other covenant , condition or restriction. Section 3 - Cumulative Remedies . All rights , options and remedies of Declarant , the Association or the Owners under this Declaration are cumulative . and no one of them shall be exclusive of any other , and Declarant , the Association and the Owners shall have the right to pursue any one or all of such rights , options and remedies or any other remedy or relief which may be provided by law, whether or not stated in this Declaration. Section 4 - Severabilit . Invalidation of any one or a portion of these covenants , conditions or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect. Section 5 - Covenants to Run with the Land- Term. The covenants, conditions and restrictions of this Declaration shall run with and bind the Covered Property and shall inure to the banacit -i -416---e_--..3 w,o Association or any Owner or Declarant.' their respective legal representatives,. heirs, successors and assigns, for a period of sixty (60) years from the date this Declaration is recorded, after which time said covenants, conditions and restrictions shall be automatically, extended for successive periods of ten (10) years, unless an instrument, signed by a majority of the voting power of 26 Description: Orange,CA Document-Year.DocID 1984.61707 Page : 29 of 4'0 order: 2409626 Comment: 84-06:707 ` the Association , has been recorded at least one (1) year prior to the end of any such period, agreeing to change said covenants , conditions and restrictions in whole or in part. Section 6 - Construction . The provisions of this Declaration shall be liberally construed to-effectuate its purpose of creating a plan for the development and maintenance of the Covered Property . The Article and Section headings have been inserted for convenience only, and shall not be considered or referred to in resolving questions of interpretation or construction. Section 7 - Sin lar Includes Plural. Whenever the context of this Declaration requires some, the singular shall include the plural and the masculine shall include the feminine and the neuter. Section 8 - isance ,' The result of every act or omission , whereby any provision , condition, restriction, covenant , easement , or reservation contained in this Declaration is violated in whole or in part, is hereby declared to be ahd constitutes a nuisance, and every remedy allowed by law or equity against a nuisance , either public or private , shall be applicable against every such result,' and may he exercised by the Association or any t1ember or Declarant . Such remedy shall be deemed cumulative and not exclusive. Section 9 - Attorne s ' Fees . In the event *action is instituted to enforce any of the provisions contained in this Declaration , the party prevailing in such action shall be entitled to recover from the other party thereto reasonable attorneys ' fees and costs of such suit as part of the judgment. Section 10 - Notices . Any notice to be given to an Owner , Declarant or the Association under the provisions of this Declaration shall be in writing and may be delivered as follows: (a) Notice to an Owner shall be deemed to have been properly delivered when delivered -to the Owner's Lot, whether said Owner personally receives said notice or not, or placed in the first class United States mail, postage prepaid , to the most recent address furnished by such Owner in writing to the Association for the purpose of .giving notice, or if no such address shall have been furnished , then to the street address of such Owner's Lot. Any notice so deposited in the Mail within the County shall be deemed delivered forty-eight (48) hours after such deposit. (b) Notice to the Association shall be deemed to have been properly delivered when placed in the first class Un-it-A Q+•-- •-_•r ,_ r.wj o=&%., ua rsie acaressf'uiiUst ed by the Association or the address .of its.principal place ' of business. c) Notice to Declarant -shall be deemed to have been propPr.y delivered when placed in first class United Sates mail; postage prepaid, to: 27 11 t N Description : Orange ,CA Document -year. DocID 1984 .61707 Page : 30 of 40 order : 2409626 Comment: - • ' \i i •1 Pk--061707 C/O: One Pacific Plana 11 74CO Center Drive , Suite 2C3 .Huntington Beach , California 9:64? or as changed by notice properly recorded. (d) The affidavit of an officer or autl%;r::ed agent of the Association declar i ng under pena _ty of perry that a notice has been mailed to any Caner or C:Ters . or to a-: Members, to the address or addresses shown on the records of the Association , shall be deened cone:::sine proof' of such mailirq, whether or not such notices are actuary received. Section I - Effect of IIeclarst-en . Th is Ceclarat:an is made for the purposes set forth in the Recitals to this Declaration and Deeiariant makes no warranties rapr=ssn =A:ions , e::rr_ss z r as to v-, !::,-.!:.n6 effect or enforceability of all or any port -on of t`:-s Declaration , or as to toe compliance of any of these provisions with public laws , ordinances and regulations applicable thereto. Section 12 - Personal Covenant . To the extent the acceptance of a conveyance of a Lot creates a personal covenant between the Owner of such Lot and --eclarant or other Owners , such personal covenant shall terminate and be of no further force or effect from and after the date When a person or entity ceases to be an Owner except to the. extent this Declaration may provide otherwise with respect to the payment of money to the Assoc iation. Section 13 - Nonliabili tv of Offici Is . To the fullest extent permitted by aw, neither the Board, the Architectural Committee , any other committee of the Association , Declarant nor any member of such Board or committee shall be liable to any Member or the Association for any damage , los's or prejudice suffered or claimed on account of any decision , approval or disapproval of plans or specifications (whether or not defective ), course of action , act, omission , error , negligence or the like made in good faith within which such Board, committees or persons reasonably believed to be the scope of their duties. Section 14 - Construction 8 Declarant. Nothing in this Declaration shall imit the right of Declarant to alter the Lots , the Common Area, or the Parking Garage or to construct such additional improvements as Declarant deems advisable prior to completion of improvements upon and. sale of the entire Development . Such right shall include, but shall not be limited to, revising the Parcel Map, creating new parcels or adjusting lot lines on existing Lots , and erecting , construetina and ., ,v'. ea rroperty such structures and displays as may be reasonably necessary for the conduct of the business of completing the work and disposing of the same by sale, lease or otherwise. This Declaration shall not limit the right of Declarant 'at any time prior to acquisition of title by a• purchaser from Declarant to establish on the Covered Property additional licenses, reservations and tights-of-way'to •itself,, to utility companies, or to others as may•from time to time be reasonably necessary to 28 Description : Orange ,CA Document -Year .DocID 1984 .61707 Page : 31 of 40 nrriar : 2409626 Comment :•a,a m w 11 84-061707 the proper develapWent and disposal of the Deve:optert. -er..arant reserves the right to alter its construction plans and designs as . it deers appropriate . Declarant sha-1 eKere.se its rights contained in this provision to s"ch a way as not td unreasonably interfere with the Members' rights to use ar:d enjoy the Covered Property. Al: rights granted to Declarant boreunder shall met be a;pl:cable to any Lot conveyed by Declarant or to ;.at i of t he Parcel .+!ap'v: w ..ut the written cerseat of the Ca..er of s::e'h Lot. Section 15 - Ceclarant's Re-lirarsisrtent of'Riohts. Declarant may at. any t:r.e rel..:quis h al. or a pert.on of its rights pursuant to this declaration by recor3_ng a doc-=ent to such effect and nct.: y.ing the Board, Notwithstanding the above, all rights reserved to and obligations imposed upon Declarant p ursuant to this Dec_arat, on shall' =^=tom n t such :-c a Cec.arant -s. cn ger retains a fee interest in any part of the Covered Property. Section 26 - Amendme ts. This Declaration may be 'amended as follows: (a) Any a=endzents shall require the affirmative written assent or vote of not less than seventy-five percent (75;) of each class of the voting power of the Association ; provided , however , that any right of Declarant as set forth in this Declaration may not be modified or eliminated without the prior written approval of Declarant and any attempt to do so shall have no effect. (b) An amendment or modification that requires the vote and written assent of the Members as hereinabove provided shall be effective when executed by the President and Secretary of the Association who. shall certify that the amend ment or modification has been approved as hereinabove provided , and when recorded in the Official Records - of the County . The notarized signatures of the Members shall not be required to effectuate an Amendment of this Declaration. 1 Section 17 - A royal by Ci,y. This Declaration may not be amended or modified without the prior written consent of the City in the event that the effect of such amendment or modification would be to alter , amend , terminate or impair the rights of access and parking granted to owners herein over the Common Area . This Declaration is subject to the consent of the City to the termination of the Declaration which is superceded and replaced by this Declaration. Section 18 - Mort a e Protection Clause . Na breach of the covenants , conditions or restrictions herein contained , nor the ssnrnr.. -10 ^-- "_ Tr.orsvsoila herein , shall defeat or render invalid the lion of any deed of trust made in good faith and for value , but all of said covenants , conditions and restrictions shall be binding upon and - effective against any such lienholder in ossessi'on of a' .Lot and aiay Owner whose title Is derived -tprqugh fgreolosur, r, . or trustee 's sale , or otherwioe, with respect -.to"•a Lot , provided , however , that no such lion -holder in possession or Owner whose title -is derived 29 Description :Orange ,CA Document -Year .DocID 1984 .61707 Page : 32 of 40• order: 2409626 Comment : r 84-061707 thrcugh foreclosure or trustee 's sale under Said lien rhall be liable for any obligation arising prior to the data of said foreclosure . trustee's sale or possession. IN WITNESS WHEREOF , Declarant and Alvamij Huntington Beach, Inc. have executed this instrument the day and year first herein above written. ONE PACIFIC PLAZA II, a California gene;al partnership By: JERWEL ENTERPRISES, a California general partnership By.,, ftr'ald Kle a,its general-partner By:. 1 & %.:. •.l Earl Welk , Its general partner By: BREDERO ILLAC, INC.. a Califor a e rporation By: By: Martin o sident P o Casserl Secretary ALVP, NIJ HUNTINGTON EACH , INC. , a California corpop ion By: p4re5/ACNy' sy: 6!A'/y 'The, City -of Huntington )leach , California ; hereby "approUes the above -Doe la*ation as to form. A ,1 5, Gail Hutton, City Attorney of Huntington 30 }Q=Qal,h• M,, 8L•e ^.a A :Q r.Vvf > .a I i =''1Yi '.r '-!"rJ,/11 fiNii iM Iytly . - ^ : y.. = ' `y . • , - .---- 'cr 'i.ww c.d9- 1 u4w Ofrn"*ff • '".'.+ ' 11yf T;•_"""P'yr `^"`' ;q Description: Orange, CA Document-Year.DoclD 1984.61707 Page : 33 of 40 Order: 2409626 Comment: ?ro•too ..-" e__ , , r 0 a 84-061707 COVERED PROPERTY i That real property situated in the City of Huntington Beach , County of Orange , State of California described e9'Parcels I through 8 as shown on Parcel Nap 79-585 filed in Hook 144, Pages 31, to 33 inclusive of Parcel Maps in the office of the County Recorder of Orange County, California. . i xiiint'r A Description : Orange ,CA Document -Year .DocID 1984 .61707 Page: 34 of 40. , Y /n P Order : 2409626 Gent: 84-061707 a. The City of Huntington Beach, California areby -consents to .they termination of that certain Declaration of Covenants, Conditions, Easements and Restrictions dated March 25, 1980, recorded March 26, 1980 in Book 13550, Pages 1015 through 1045 in the Official Records of Orange County . California as provided in Section 7.14 of said Declaration. J an W . Pain , Director Of'Development Servicesr Description: Orange ,CA Document-Year.DocID 1984.61707 Page: 35 of 40 Order: 2409626 Co ent : •'l 84-081707 STATE OF wi ) ) ea. COUNTY OF Ai) L on . 198, before me, the undersigned , a Notary lic in fo a d ate, personally appeared ' personally known to me (or prove to me on the basis of satisfactory evidence ) to b the rson (s) who executed the within instrument as on behalf of the corporation therein amed, and acknowledged to me that said corporation executed the within Instrument. I WITNESS my hand and official seal. 3, (seal) STATE OF , ary Public in and for said tRAV ttEALY. NOTARY P.f.''t ,. Cert.} c''cr"'n:•i1' • ) S8. COUNTY. OF. i' i• ) On 1952', before me, a Notary Public in and for said State , personally appeared CL 14,/ , personal y known to me (or proved to me on the basis of satisfactory evidence ) to be the parson (s) who executed the within instrument as the partners of Jerwel Enterprises . a partnership , the partnership that executed the within instrument , and acknowledged to me that they executed the game as partners of the partnership first above named , that said partnership executed the same as a partner of One Pacific Plaza II, a partnership , and that said last named partnership executed the. same. WITNESS my hand and official seal. OFFIZIAL SEAL • f ; '' CAROL L. OATES j"`"''="'6 No ary Public in and for tdreommt on 41wei2•17•34 . said States.... ................»..: Description : Orange ,CA Document -Year .DocXD 1984 .61707 Page : 36 of 40 nrr1 r : 2409626 Comment: ' v .. 84-061707 I r COUNTY 0,-_- :a•$S-_•--..-- Ga.:)falrjl Qmbor 20.1983 _ _._. bwfc.o WITNESS my hand and of'i r a! seal. GO No ary is n and for a d S to Simi Of CAilfoDm ..84-061707 ' STATE OF California ) )58. COUNTY OF ) On Febru 10 . 198 4,before me, the undersigned , a Notary Public in and for said State, personally appeared Martin Hoek and Peter Caseeriy, personally known to me (or proved to me on the basis of satisfactory evidence ) to be the person (s) who executed the within instrument as, President and Secretary, respectively , on behalf of the corporation therein named that executed the within instrument as one of the partners of One Pacific Plata II, the partnership that executed the within instrument , and acknowledged to me that such corporation executed the same as such partner and that such partnership executed the same. 1S Q!f•fr••, t. OVAL V .t ... Vt p.:T., .OOis4TwG• 1 5 (Seal) •e. SP. do- w.d. Hor r, P.h'i - and fm ssld SIW. Ow+low+UV .squad-. _ uroe _r. M ' ' L,M" 10.m to be Ow- i bb mss` the. 1M WPIO .O. two Q&*DAVd a* -Ain ,d %wev a 4 to be the peswn who wawavMd Ao wisf.a 'a".04 s an Lwhslf of dew esepolatlan 1)14.•1.. sywrd. OW rn In .tdsed to WA [h i soah wporp+an asseftd 0. w.1Ihn . dIR ' Iw. pyswaw4 to 1s by -tars w a towV:on of Its boa.d of wU1dSS MY had said cEs. 1 semi Ct •s a.we hi af<a.M we+s..d 1.111 Notary Public in and For said State 1 oto be*.c'U) • er : l.S.i iEi ! rSE . . ./ tiv..+[ rr;nttr 1 1 entity Signature (firm name, if any) FIRST ANEaICAN TITLE INSURANCE "COMPAw I certify under the penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: N ffvpd of Ptibwwdl (Seal) COVERNHENT CODE 27361.7 • Name of Notary : I ebor a Norse Date Commission Expires: Dec 2 8 County where bond is filed: an Place of Execution: Santa Ana, California Date: - :•,C..t ...:..r L.-1715 4 Description: Orange ,CA Documen t -Year. DocID 1984.61707 Page : 37 of 40 Order: 2409626 Comment: ti X STATE OF California COUrmY OF 84-061707 On Februar 10 , 198 4, before me, the undersigned , a Notary Public in and for said State, personally appeared Martin Hoek and Peter Casserly, personally known to me (or proved to me on the basis of satisfactory evidence ) to be the person (s) who executed the within instrument as. President and Secretary. respectively , on behalf of the corporation therein named that executed the within instrument as one of the partners of One Pacific Plaza II, the partnership that executed the within instrument , and acknowledged to me that such corporation executed the same as such partner and that such partnership executed the same. WITNESS my hand and off4 a= a? seal. .J3 'JYMA v=!o z:tarii ps0ec iSt3 [Seal) STAT a- COUNTY OF C` '" . On underesigned „ a , Iota , pt)jt Oonalky tppe3ared be Uuntingto ach,. a ' acknowledged t , e that said entity execut the 9:thit iaistrumont. No ary lic s d S to n and for ) ss. /D 98y, before me, i and for said State, llt. the rsonally known to me (or . ,?proo pd"to • me ants o atisfactory evidence) to t2te •;t rson (41 - 4D$itclsted the thin instrument as' on beha of the City of i+ix3E8S . tay hand and official seal. Notary Public in and for said State 0 'LAVER' OVMM 27361.7 • I certify under the penalty of peruty, that. the notary seal on the document to which this statement is attached read :as foliowss - , Name of Notaryt I ebot Date Commission Expires: County where bond.is filed: Place of Execution: Santa 0 get 2 e Ana, Califoreia Date: Signature (firm name. if any) FIRST AMERICAN TITLE INSURANCE "C02IPANY 4 Description: Orange,CA Document -Year .DocID 1984.61707 Page: 38 of 40 Order: 2409626 Comment: 11 STATE or California CCUNTY OF 8b-061707 On Pebrnar 10 198 4, before me, the undersigned , a Notary Public in and for said State, personally appeared Martin Hoek and Peter Casserly, personally known to ine (or proved to me on the basis of satisfactory evidence ) to be the person (s) who executed the within instrument as, President and Secretary; respectively , on behalf of the corporation therein named that executed the within instrument as one of the partners of One Pacific Plaza II, the partnership that executed the within instrument . and acknowledged to me that such corporation executed the same as such partner and that such partnership executed the same. WITNESS my-bond and off+c!a1 seal. jq, w ` nvCt•'•r t iiwt. Jill .a • 7•-16.i .;._. (Sealy n No ary lic n and for a d S to 58. On F /D 98 before me, the undersigned , a Nota i n and for said State, personally appeared &iw ersonally known to me (or proved to me on axis 'o atisfactory evidence) to be the person (s) executed the thin instrument as on beha of the City of Huntingto Beac , and acknowledged t e that said entity execut the within . instrument. STA fi S ) / ) COUNTY oP' ) WM. IPSS my hand and official seal. Notary 1 c-in and for said State C (Seal) GOVERN?aNT CODE 27361.7 • I certify under the *penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of Notary: ebot Mar rat Morse Date Commission Expires: December 2 8 County where bond is filed: Or a Cc Place of Execution: Santa Ana, California '/Dater: id.lil (C 4 +. A 4Z. - Signature firm name, if any FIRST AMERICAN TITLE INSURANCE t"CO)D'ANY I i Description : Orange,CA Document -Year .DocID 1984 .61707 Page : 39 of 40 Order : 2409626 Comment: - 81,_061707 STATE OF ) COUNTY OF - ) on 29B ; before me, the undersigned , a Notary Public in and for said State.- personally appeared Gail Hutton , personally known to me ( ) to be the person who executed the within instrument as City Attorney on behalf of the -City of Huntington Beach, and acknowledged to me that said entity executed the within instrument.: WITNESS . my hand and official seal. r oyraRier?R ',ro-•: C<.aY t Notary Public in And for4...said State (Seal) a•r-rev STATE OF C••i -- /- r.'. ... iy ) sa. COUNTY OF . ) On 198 .3, before me. the undersigned , a Notary Public ih and for said State, personally appeared James W. Palin, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as Director of Development Services on behalf of the City of Huntington .Beach , and acknowledged 'to me that said entity executed the within instrument. WITNESS my band and official seat. Notary Public in and for said State (Seal) l OFFICIAL SEAL • CAROL L. OATES S• - %r/ o.wwwon o.l•ros 2.17.84 i Description : Orange ,CA Document -Year .DoclD 1984 .61707 Page: 40 of 40 Order : 2409626 Comment: ' 7 13771"0 - WHO • 8k-081191 RECORDING REQUESTED aV`$10 00.'chfter recording s return to : I e-_7 FIRST AMERICAN TITLE INS.CO. JERNEI. ENTERPRISES 7400 Center Ave. 0200 Huntington Beach, Calif .92647 AECORDEO IN OFT 'CIAL RECORDS FIRST AMENDMENT OF DECLARATION OF OF ORANGE COUNTY. CALIFORNIA COVENANTS, CONDITICNS AND RESTRICTICNS ONE PACIFIC PLAZA '42-°PM FFB27'84 HUNTINGTON BEACH , CALIFORNIA l.t :4 . J.a..4- This First Amendment To Declaration of Covenants, Conditions and Restrictions is made by One Pacific Plaza II, a California general partnership ('Declarant '), and Alvamij Huntington Beach, Inc., a California corporation ('Alvamij'), this 14th day of February, 1984. RECITALS A. - ., Declarant and Alvamij executed that certain "Declaration of Covenants, Conditions and Restrictions One Pacific Plaza, Huntington Beach, California (the "Declaration "), which Declaration vac recorded 'February 14. 1984 as instrument 'number 84 -061707 of Official Records of the Recorder of the County of Orange, State of California. B. Article XIII, Section 16 of the Declaration permits amendment of the Declaration with the approval of Declarant and the holders of seventy -five percent (75%) of the voting power of One Pacific Plaza Association , the owner's association covering the subject project. C. Declarant and Alvamij are presently the sole members of said Association and have the power and authority to amend the Declaration. NOW, THEREFORE , Declarant and Alvamij hereby amend the declaration as follows: RED: 2d s 020284 Description: Orange,CA Document-Year.DocID 1984.81191 Page: 1 of 7 Order: 2409626 Comment:TW_11 ,i410 G.,-:81191 1. Notwithstanding anything to the contrary contained at Article VI, Section 1 of the Ceclaratior ., th&t certain Lot (as defined in the Declaration ) described as Parcel 4 as shown on Parcel Map 79-585 , as per map filed in Boo ;c 144, Pages 31 through 33 of Parcel Maps , in the Office of the County Recorder of Orange County, California , shall be required to have only 269 parking spaces attributable to the buildings on such Lot. 2. Except as hereinabove specifically amended, Declarant and Alvamij reaffirm the Declaration in its entirety. IN WITNESS WHEREOF , Declarant and Alvamij have executed this instrument the aay and year first hereinabove written. ONE PACIFIC PLAZA II, a California general partnership By: JERWEL ENTERPRISES, a California general partnership By: By: eralo K e era part r aAl bJZ4Z,--- Ear We , genera partner By: BREDERO CADILLAC, INC., a Califor is Co oration By: Mar es aent By: ete Cass r y, S re f -2- Description : Orange ,CA Document -Year . Doc1D 1984 .81191 Page: 2 of 7 Order : 2409626 Comment: r'y •• s-cxxsx ALVAMIJ HUNTI NGTON BEACH, INC., a California co oration By: its President By:61e its The City of Huntington Beach, California , hereby approves the above First Amendment to Declaration as to form. Gail utton, City Attorney o Huntington Beach The City of Huntington Beach , California hereby consents to the attached First Amendment to Declaration of Covenants , Conditions and Restrictions One Pacific Plaza, Huntington leach, California. so es td. Pa in , D ector o Development Services -3- Description : Orange ,CA Document-Year.DOcID 1984.81191 Page: 3 of 7 Order : 2409626 Comment: • 9'.-081191 • STATE OF NEW YORK ) SS: COUNTY OF NEW YORK ) On this 22nd day of February , 1984, before me, the undersigned , a Notary Public in and for said State, personally appeared Charles M . Dubroff, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as Secretary on behalf of ALVA M IJ HUNTINGTON BEACH, INC., and acknowledged to me that said corporation executed the within instrument. WITNESS my hand and offic:i,Al seal. IOM.t E MYARIKot:A Potrl&. Stan of NA Toth \o. 24.6:76660Qo.LRai a F.nxsteasty Notary Pub c in an or said state C.,L ii k i is \t- Toth Ca-aty Can. (.k! a Q.thmeed Cq. G4-m:-.ire Csy;rn Sur . so.1grV Description : Orange ,CA Document-Year .DocID 1984 .81191 Page: 4 of 7 Order: 2409626 Consent: timam 84-C'811§1 STATE OF California )SS: COUNTY OF Oran e On this 17 day of February , 1984, before me, the undersigned . -a Notary Puc is n an for said State, personally appeared Broer Adana , personally known to me ;or prove to me on t e basis o satisfactory evidence) to be the person (s) who executed the within instrument as Pr s'dent on behalf of ALVAMIJ HUNTINGTON BEACH, INC ., an acknow edged to me that said corporation executed the within instrument. WITNESS my hand and official seal. 1 ae Not ry P is i an or sat State (SEAL) STATE OF COUNTY OF i )SS: COVERT CODE 27361.7 • I certify under the penalty of perjury that the notary seal on the document to which this statecent is attached reads as follows: Hate of Notary: In o Date Co miission Expires: County where bond is filed: Place of Execution : Santa Ana . California Date: Loa cu . In< . Signature (firm name. if any) FIRST A}ERICAN7 TITLE INSURANCE "COMPANY STATE OF CALIFORNIA ISS: COUNTY OF Oran e On Februar 14 1984, before me, the undersi , a otary Pu is in and for said State, persona y appeared GERALD KLEIN , personally known to me (or proved to me on the basis of satisfactory evidence ) to be the person who executed the within instrument as one of the partners of JERWEL ENTERPRISES , a partnership , the partnership that executed the within instrument , and acknowledged to me that he executed the same as a partner of the partnership first above named , that said partnersnip executed the same as a partner of ONE PACIFIC PLAZA II, a partnership, and that said last named partnership executed the same. WITNESS my hand and official seal. ;FECf r"• -AA PET MRSE .•• ..r . GAN•A ' d•r t •.. .•c:t:?.7683 No t -4- y P is n nd or said State 1 Description : Orange ,CA Document -Year .DocID 1984 .81191 Page : 5 of 7 --- Order : 2409626 Comment: • 84-081191 STATE OF CALIFORNIA SS: COUNTY OF Or On February 14,, 1984, before me, S.a hatary Pub is in and for said State, persona y appeared EARL WELK , personally known to me .(or proved to me on the oasis of satisfactory evidence) to he the person who executed the within instrument as one of the partners of JERWEL ENTERPRISCS , a partnership , the partnership that executed the within instrument , and acknowledged to me that he executed the same as a partner of the partnership first above named , that said partnership executed the some as a partner of ONE PACIFIC PLAZA II, a partnersnip , and that said last named partnership executed the same. WITNESS my hand and official seal. SLAB) STATE OF CALIFORNIA ) ) SS; COUNTY OF Oran e No ry P bl c i an t said State On Feb . 14 , 1984 , tefore me, the undersigned, a Notary Public in an or said State , personally appeared MARTIN HOEK and PETER CASSERLY , per.sonally known to me (or proved to me on the oasis of satisfactory evidence ) to be the person(s) who executed the within instrument as President and Secretary, respectively , on oehali of BREDERO CADILLAC , INC., the corpora- tion tnat executed the within instrument as one of the partners of ONE PACIFIC PLAZA II , the partnership that executed the within instrument , and acknowledged to me that such corporation executed the same as such partner and that such partnership executed the same. WITNESS my hand and official seal. I ($6AL) ., . • •. :t33 STATE OF CALIFORNIA COUNTY OF a.1 n Not y P c in j. or sa State )SS: On tnis Ife S day of , 1984, before me,the undersigned , a Notary Pub c in for said State, personally appeared GAIL HUTTON , personally known to me (or proved to me on the basis of satisfactory evidence ) to be the person who executed the within instrument as City Attorney on oenalt of the City of Huntington Beach, and acknowledged to me that said entity executed the within instrument. WITNESS my nand ana official seal. (SEA OFFICIAL SEALBETTE BARILLANOTARY PUBLIC • CALIFORNIA ay UM M calm DEC 216 198$ Not ry Pu c in ana or sa is State -5- Description : Orange ,CA Document -Year .DoclD 1984.81191 Page: 6 of 7 Order : 2409626 Comment: • I STATE OF CALIFORNIA SS: COUNTY OF .. ) o'.-G81191 On this day of •,•-: , 1984 , before me, the undersigned , a Notary Pub ic in and, for said State, personally appeared JAMES W. PALIN , personally known to me (or proved to me on the oasis of satisfactory evidence ) to be the person who executed the within instrument as Director of Development Services on behalf of the City of Huntington Beach, and acknowledged to me that said entity executed the within instrument. WITNESS my hand and official seal. OFP' L SEAL. % ?rTYF 9AORIA In s i:o*aev QUDLc • c roa •::a Notary C;AYGT COUNTY (SEA U e.-i OW 6. L435 5 Pub is in and or sal State -6- Description: Orange,CA Document -Year .DocID 1984.81191 Page: 7 of 7 Order: 2409626 Comment: Is FEGUESTED By KIONWHOOMMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: One Pacific Plaza Association do The Muller Company 7755 Center Avenue, Suite 845 Huntington Beach, California 92653 Recorded in Isla] Records , Orange County Tom Daly, Clerk-Recorder lHilIIIIIIIIIIVIIIlilIlhiII IimIIIIl111111111111 21.00 2005000542628 08:00am 07/14/05 11913A17C344 0000 .000.000009 .000.000 .000.00 Attention: Ms. Jennifer Blanchart 23 iAo 'f32- (1-, 1`Ft- 34-,L-(Z... (Space Above For Recorder's Use) SECOND AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS ONE PACIFIC PLAZA HUNTINGTON BEACH, CALIFORNIA THIS SECOND AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS ("Amendment ") is made by One Pacific Plaza Association, a California nonprofit mutual benefit corporation (the "Association") as of the 20th day of January, 2005. REQITAUS: A. The Association is the "Association" under that certain Declaration of Covenants, Conditions and Restrictions recorded on February 14, 1984, as Instrument No. 84-061707 of the Official Records of the Recorder of the County of Orange, State of California, as amended by that certain First Amendment of Declaration of Covenants, Conditions and Restrictions recorded on February 27, 1984 as Instrument No. 84-081191 of the Official Records of the Recorder of the County of Orange, State of California (collectively, the "Declaration"). All initially capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Declaration. B. Having obtained the requisite number of votes from the Members as required under Section 16 of Article XIII of the Declaration, the Association desires to amend the Declaration as hereinafter set forth. NOW, THEREFORE, the Association hereby amends the Declaration as follows: 1. Cov Pro e . Exhibit A to the Declaration, which contains the legal description of the Covered Property, is amended to reflect that Parcel 1 described therein has been subdivided into four Lots consisting of Parcel 1, Parcel 2, Parcel 3 and Parcel A of Parcel Map 2003-240, recorded in Booker Pages 1120of Parcel Maps in the Official Records of the 613833 OvSD Description: Orange,CA Document-Year.DocID 2005.542628 Page: 1 of 7 Order: 2409626 Comment: Recorder of the County of Orange, State of California (the "New Parcel Map"). The Parking Garage Allotment for Lot I of 3.1 spaces per 1,000 net rentable square feet, as set forth in Section 2 of Article VIII of the Declaration, shall apply to each of Parcels 1, 2 and 3 of the New Parcel Map. 2. Common Area. Parcel A of the New Parcel Map shall constitute Common Area. All real property taxes and assessments levied upon Parcel A of the New Parcel Map shall be paid by the Association as a Common Expense and reimbursed by the Owners pursuant to Assessments. 3. Uses Permitted. In addition to all other uses permitted under the Declaration, Parcel 2 of the New Parcel Map may be used as a health/physical fitness club, which may include the following : aerobic classes, weight training, basketball , volleyball , racquetball, swimming, cardiovascular and resistance machines, and spa services (the "Primary Use"). In addition, the following related activities in connection with the operation of the Primary Use may be conducted at Parcel 2 of the New Parcel Map: weight loss advising and related programs; chiropractic services; tanning; therapeutic massage; sports and rehabilitation therapy; babysitting; the sale of juice, sports beverages, yogurt, vitamins, supplements, nutrition bars, sports and workout apparel and spa-related products ; and limited food service. 4. Exclusive Use. No portion of Parcels 1, 3 or A of the New Parcel Map may be used as a health and/or physical fitness club, nor for any of the following activities: aerobic classes; weight training; basketball; volleyball; swimming; racquetball; cardiovascular and resistance machine operation; sale of nutritional beverages, nutritional supplements and related products (except (i) where incidental to the primary business conducted by an occupant of any such Parcel, or (ii) for the incidental sale of nutritional beverages and protein/nutritional bars by any delicatessen currently located at such Parcels or any replacement delicatessen in the same premises); and weight loss advising and related programs (collectively, the "Protected Use"). The foregoing prohibition shall not apply to (i) the operation of the Protected Use by any tenant or occupant who has been permitted to do so based upon or as a result of a bankruptcy, insolvency or similar action or otherwise permitted to do so as a result of an action or order by a court, (ii) any tenant or occupant under a lease that is entered into prior to the date of the 24 Hour Fitness Lease (as defined below) to the extent the Owner of the applicable Parcel is unable to prohibit such tenant or occupant from conducting the Protected Use, (iii) any activity within the Protected Use conducted in medical, chiropractic or healthcare offices by doctors or other healthcare providers, (iv) any activity within the Protected Use that is provided by a tenant or occupant exclusively for its employees or (v) the operation of a sit-down restaurant. The foregoing prohibition shall terminate upon the expiration or earlier termination of that certain 24 Hour Fitness Lease dated January, 2005, by and between 24 Hour Fitness USA, Inc. and Mullrock 1-Beach Pointe , LLC (the "24 Hour Fitness Lease "), or such earlier time as the tenant thereunder ceases to operate in substantially all of the premises demised thereunder (and primarily as a health/physical fitness club) under a trade name permitted thereunder for more than sixty (60) consecutive days, excluding interruptions caused by Unavoidable Delay (as such term is defined in the 24 Hour Fitness Lease). 5. Prohibited Use. No portion of Parcels 1, 2, 3 or A of the New Parcel Map may be used as a billiard room, game arcade or amusement center, gambling establishment, night club, 613833 0213D -1- Description : Orange ,CA Document -Year .DoclD 2005 .542628 Page: 2 of 7 Order : 2409626 Comment: dance hall, bar or tavern (except if incidental to the operation of a restaurant or delicatessen), pawn shop, second hand store, "adult" book or video store, massage parlor, or for auctions or for the sale or display or motor vehicles, boats, trailers or motor homes. The foregoing prohibition shall not apply to any occupants under leases existing as of the date of the 24 Hour Fitness Lease to the extent the Owner of the applicable Parcel does not have the legal right to prohibit such uses. The foregoing prohibition shall terminate upon the expiration or earlier termination of the 24 Hour Fitness Lease. 6. T rm f D laration. Notwithstanding the provisions of Section 5 of Article XIII of the Declaration to the contrary, the access and parking rights over Parcel A of the New Parcel Map (by virtue of Parcel A constituting Common Area) and in the Parking Garage granted under the Declaration for the benefit of Parcels 1, 2 and 3 of the New Parcel Map are perpetual and shall survive the termination of the Declaration, unless otherwise agreed to by the Owners of Parcels 1, 2 and 3 of the New Parcel Map and the City. 7. e ' Am nt . No amendment or modification to the Declaration may be made that would alter, amend, terminate or impair the rights of access and parking granted to Parcels 1, 2 and 3 of the New Parcel Map over Parcel A (by virtue of Parcel A being Common Area) or in the Parking Garage without the prior written consent of the City and the Owners of Parcels 1, 2 and 3 of the New Parcel Map. 8. R isi e n nt. The undersigned, as President and Secretary of the Association, hereby certify that the provisions of this Amendment have been approved by the affirmative written assent or vote of not less than seventy-five percent (75%) of the voting power of the Association. 9. Eff of n m nt. Except as amended hereby, the Declaration continues in full force and effect in accordance with the terms. IN WITNESS WHEREOF, this Amendment has been executed as of the date first set forth above. ONE PACIFIC PLAZA ASSOCIATION, a California nonprofit mutual benefit corporation By:w l t (C9 Print Name: .tt i' 1,1 tu', Title: President By: Print Name: Title: Secretary 613833 OVSD .1 . nn, r an Y4 Description: Orange,CA Document: -Year.DocID 2005.542628 Page: 3 of 7 Order: 2409626 Comment: STATE OF CALIFORNIA COUNTY OF ORANGE as. On A -- before me, n k ti t ----- a Notary Public in and for s d state, ersonally appeared personally known to me ) to be the person whose name is subscribed to the within instrument and acknowledged to me thatbdshe executed the same in /her authorized capacity, and that by Vi/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. My Comm Expires Aup 28.200 ALMN K" CCWA* on:1436610 y hbsc • CaNomo Orange Courwy (SEAL) STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) i of Public in a or said State On Oh before me X1'1 ML a Notary Public in and for said state, rsonally appeared l v personally known to me ( ) to be the person whose name is subscribed to the within instrument and acknowledged to me that)she executed the same in his/her authorized capacity, and that by,Md/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. $CN Carnnlrlon s 1436640 Haft y Able • CaMomlo ovarw came MyC0nM Expts.s Aug2e, (SEAL) 613833 02/SD o Public in nd for said State _A_ Description : Orange ,CA Document-Year .DocID 2005 .542628 Page: 4 of 7 Order : 2409626 Comment: N ENT AND BY FE WNER Mullrock 1-Beach Pointe, LLC, a Delaware limited liability company, as fee owner of Parcel A of the New Parcel Map and the Parking Garage, hereby consents to and joins in the establishment of the perpetual access and parking rights as provided in the foregoing Second Amendment to Declaration of Covenants, Conditions and Restrictions. MULLROCK 1-BEACH POINTE, LLC, a Delaware limited liability company By: Print Name Title: STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On nua. 20,2005 before me, ru -- a Notary Public in and for said state, personally appeared o ti r personally known to me ( ) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/ 'executed the same in hisIh authorized capacity, and that by his/ of signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. My Comm. Expkes Aug 28,200 AWNla1* C n m .k n 114.36640 Nay tubae - CoYfornia Orange County (SEAL) 613a33.02/SD of Public in and r said State Description: Orange ,CA Document -Year .DocID 2005.542628 Page: 5 of 7 Order: 2409626 Comment: ON ENT RDINATI N I3 LEND Teachers Insurance and Annuity Association of America, a New York corporation, as Beneficiary under that certain Deed of Trust recorded as Instrument No. 2003-001529043 of the Official Records of Orange County, California, hereby consents to the establishment of the perpetual access and parking rights as provided in the foregoing Second Amendment to Declaration of Covenants, Conditions and Restrictions and agrees that said rights shall be prior -and superior to the Deed of Trust. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York corporati By: Pri ame: Tit! . STATE OF ,,s ) ) ss. COUNTY OF On-''1.24u before in in and for sai state, personally appeared C,Notary Public personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State DONNA J PHII I IPS SI ATIfS NOTARY PURI IC. SLATE Of NEW YORK 01PH4919935 011AI IIIED IN KINGS COUNTY CFRTIfICATF fIIFD IN NEW YORK COUNTY COMMISSION EXPIRES f E8 28.20 tti 613833 0]!3D Description: Orange ,CA Document -Year .DocID 2005.542628 Page: 6 of 7 Order: 2409626 Comment: I GOVERNMENT CODE 27361.7.' I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOWS NAME OF NOTARY: DATE COMMISSION EXPIRES : COUNTY WHERE BOND IS FILED: COMMISSION NUMBER: MANUFACTURER/VENDOR NUMBER: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOWS: PLACE OF EXECUTION: SANTA ANA DATED: SIGNATURE: FIRST AMERICA TITLE I S CE CO. Description: Orange ,CA Document -Year .DoclD 2005 .542628 Page: 7 of 7 Order : 2409626 Comment: EXEMPT When Recorded, Please Mail To; C8 City of Huntington Beach RECORDED FREE PER GOVERNMENT 2000 Main Street CODE SECTION 6103 Huntington Beach, California 92648 Attn: Alicia M. Wentworth RECORDING BENEFITS CITY BY PROVIDING FOR REDEVELOPMENT AREA DESCRIPTION OF THE LAND WITHIN THE HUNTINGTON CENTER COMMERCIAL DISTRICT REDEVELOPMENT PROJECT AREA and STATEMENT THAT REDEVELOPMENT PROCEEDINGS HAVE BEEN INSTITUTED Proceedings for the redevelopment of the Huntington Center Commercial District Redevelopment Project Area have been instituted under the California Community Redevelopment Law pursuant to a Redevelopment Plan approved and adopted November 26, 1984 by the City Council of the City of Huntington Beach by Ordinance No. 2743. The description of the land within the Huntington Center Commercial District Redevelopment Project Area is attached as Exhibit "A". Date: November 27, 1984 CITY OF HUNTINGTON BEACH A c a M. Wentwort City Clerk Thin document is solely for the official bu:tl,,: s3 of the City of Ilu tinl;tc :, ^car:i, .,^.Z contom- platod r::drr Ccrer:.•,er,t C,odo Soo. 0103 --,*I -h ,uld bo rccordod free of clcrrrc. RECORDtD 1N OFFICIAL RECORDS OF ORANGE COUNTV. CALIFORNIA -182 PM NW27'84 c a .d" --- •_- -..-._ .._ . . .. ..J1 IS Description : Orange ,CA Document -Year .DocID 1984 .494382 Page: 1 of 6 Order : 2409626 Comment: E4-494382 V. 84--494382 EXHIBIT A REDEVELOPMENT LEGAL DESCRIPTION AND MAP HUNTINGTON CENTER COMMERCIAL DISTRICT PROJECT AREA I Description : Orange ,CA Document -Year .DoclD 1984 .494382 Page: 2 of 6 Order : 2409626 Comment: 1 84--494382 Beginning at the northwest corner of Parcel 2 as shown on a map recorded in Book 107, ;.:'page 18, Parcels Maps, Records of Orange County; thence south 0° 39' 18" east 367.24 feet along the west line of said parcel 2 to a point, said point being the southwest corner of said parcel 2; thence south 0° 39'l8 " east 60.00 feet along the southerly prolongation of the west line of said parcel 2 to a point, said west line also being the easterly right-of-way line of the Southern Pacific Railroad. Thence south 890 32' 08" west 316.00 feet; thence south 0° 39' 35" east 525.82 feet to a tangent curve, said curve being concave northwesterly and having a radius of 500.00 feet ; thence southerly and westerly along said curve through a central angle of 44° 59' 42" an arc distance of 392.66 feet to a point on a tangent line; thence south 440 20' 07" west 94.24 feet along said tangent line to a tangent curve, said curve being concave southeasterly and having a radius of 500.00 feet ; thence southerly and westerly through a central angle of 450 00' 00", an arc distance of 392 .70 feet to a point, said point being the southeast corner of the west half of the northeast quarter of the southwest quarter of Section 14, Township 5 south, Range 11 west per Parcel Map 81-571 as shown on a map recorded In Book 169, pages 45 and 46, Parcel Maps, Records of Orange County; thence north 89° 32' 15" east 395.47 feet to a point, said point being the southeast corner of said Parcel Map 81-571; thence south 0° 39' 35" east 150.00 feet; thence north 89° 31' 55" seat 109-00 feet; thence south 0° 39, 35" east 1170.67 feet ; thence north 89° 32' 04" east 156.00 feet to a point, said point being the south quarter corner of Section 14, Township 5 south, Range I 1 west as shown on a map recorded In Book 22, page 18, Parcel Maps, Records of Orange County; thence south 0° 44' 25" east 660.00 feet; thence north 89° 24' 50" east 45.00 feet to a point, said point being the northwest corner of Tract 5894 , as shown on a map recorded in Book 23, pages 18 and 19, Miscellaneous Maps, Records of Orange County; thence north 89° 24' 50" seat 1004.93 feet along the north line of said Tract 5894 and the easterly prolongation of said north line to a point, said point being on the centerline of Sher Lane; thence north 0° 44' 25" west 130.00 feet; thence north 89° 24' 50" east 376.00 feet; thence south 0° 44' 25" east 100.00 feet; thence north 89° 24' 50" east 528.96 feet; thence north 0° 44' 25" west 175.00 feet to the centerline Intersection of ParkeIde Lane and Aldrich Avenue; thence north 89° 16' 15" east 685.03 feet to a point on the section line of Huntington Beach Boulevard per Tract 417, as shown on a map recorded In Book 16, page 47, Miscellaneous Maps, Records of Orange County , thence north 0° 16' 46" east 1207.66 feet; thence north 57° 21' 44" west 886.91 feet ; thence north 0° 27' 57" west 125.00 feet; thence north 46° 55' 24" west 572.85 feet; thence north 46° 19' 32" west 501.21 feet; thence north 500 25- 5611 west 329.65 feet ; thence north 57° 30' 00" west 365.00 feet; thence north 50° 19' 25" west 182.88 feet; thence north 470 28' 13" west 597.16 feet to the Point of Beginning. 01938 Description : Orange ,CA Document -Year .DocID 1984 .494382 Page: 3 of 6 order : 2409626 Comment: 84-494382 L Excepting therefrom that portion described as followac Beginning at the center of Section 14, Township 5 south, Range I I west, as shown on a map recorded in Book 169, pages 45 and 46, Parcel Maps, Records of Orange County; thence north 89° 32' 08" east 15.00 feet; thence south 00 39' 35" east 20.00 feet to the True Point of Beginning; thence south 0° 39'- 35" east 1200.82 feet along the west line of a parcel map, recorded In Book 81, pages 12 through 14, Parcel Maps, Records of Orange County to a point, said point being on the north right-of-way line of Center Drive; thence north 890 32' 03" east 635.41 feet along the south line of Parcel 3 of said Parcel Map to a point on a tangent curve, said curve being concave to the northwest and having a radius of 34.00 feet , a radial bearing through said point bears north 370 53' 39" west; thence northerly and easterly along said curve , through a central angle of 52° 45' 42", an are distance of 31.31 feet to a point on a tangent line; thence north 0° 39' 21" west 22.68 feet along said tangent line to a point on a tangent curve, said curve being concave to the southeast and having a radius of 405.00 feet ; thence northerly and easterly along said curve through a central angle of 280 14' 53", an arc distance of 199.67 feet to a point of reverse curvature, a radial bearing through said point bears north 620 24' 28" west; said curve being concave to the northwest and having a radius of 345.00 feet ; thence northerly and westerly along said curve through a central angle of 330 33 ' 38", an arc distance of 202.08 feet to a point on a tangent curve, a radial bearing through said point bears north 84° O1' 54" east; said curve being concave to the southwest and having a radius of 345.00 feet; thence northerly and westerly through a central angle 12° 06' 54", an arc distance of 72.95 f eat to a point on a tangent line; thence north 18° 05' 00" west 230.67 feet to a point on a tangent curve; said curve being concave to the southwest and having a radius of 270.00 feet; thence northerly and westerly along said curve through a central angle of 72° 34' 35", an arc distance of 342.0 1 feet to a point on a tangent line; thence south 89° 20' 25" west 168.66 feet along said tangent line to a point on a tangent curve, said curve being concave to the northeast and having a radius of 175.00 feet; thence westerly and northerly along said curve through a central angle of 900 00' 00 ", an arc distance of 274.89 feet to a point on a tangent line; thence north 00 39' 35" west 64.64 feet along said tangent line to a point on a tangent curve , said curve being concave to the southwest and having a radius of 34.00 feet ; thence northerly and westerly along said curve through a centsl angle of 49009' 22", an arc distance of 29.17 feet to a point on a non-tangent curve, a radial bearing through said point bears north 400 11' 03" oast, said curve being concave to the south and having a radius of 560.00 feet; thence westerly along said curve through a central angle of 0° 24' 45", sn arc distance of 4.03 feet to a point on a Description : Orange ,CA Document -Year .DoclD 1984 .494382 Page: 4 of 6 Order : 2409626 Comment: r 84-494382 non-tangent curve, a radial bearing through said point bears north 470 38' 14" east, sold curve being concave southwest and having a radius 35.00 feet ; thence northerly and westerly through a central angle of 65° 0l' 29", an arc distance of 39.72 feet to a point on a non-tangent line, a radial bearing through said point bears north 170 23' 15" west; thence north 0° 39' 35" west 10.00 feet to the True Point of Beginning. Description : Orange ,CA Document-Year .DocID 1984 .494382 Page: 5 of 6 Order : 2409626 Comment: MIVAOOEN r. H ob EOINQER AVE. IIUNTINGTON CENTEII i 84-434382 I I I. .• .. . ...deans ...0 Scale 1• - 20(1' taa .S. .e i: !{r -masseuse . .r........wars i.... ...r. i HUNTINGTON BEACH CALIFORNIA PLANNING DIVISION HUNTINGTON CENTER COMMERCIAL DISTRICT REDEVELOPMENT PROJECT AREA Description: Orange ,CA Document -Year .DocID 1984 .494382 Page: 6 of 6 Order : 2409626 Comment: • I Z RECORDING REQUESTED BY AND WREN RECORDED RETURN TO: Stouffer Restaurant Company 2 Harrison Street San Francisco, CA 94106 Attention : Scott D. Benjamin. Esq. PEcOPOFOI"OrFU:UI NKOPOa OF :.r*'.Ge COUNt • • 0::*fl *Nl0 -2 L PM FEB 17 '88 MEMORANDUM OP LEASIt The term of the lease a ass an years This Memorandum of Lease dated as of February 10. 1988 is by and between Alvamij -Runtington Beach . Inc.. a California corporation ("Landlord"), successor-in- interest to One Pacific Plan , and Stouffer Restaurant Company. a California corporation ('Tenant "), successor-In-interest by change of name to Sorel Restaurant Corporation. who agree as follows: 1. Landlord leases to Tenant, and Tenant leases from Landlord . that certain building space , containing approximately 8,600 square feet of building area, located upon a portion of land at 7801 Center Avenue , Runtington Beach , County of Orange. State of California , and more particularly described in Exhibit A attached hereto, in accordance with the provisions of the Agreement between Tenant and said one Pacific Plaza. as predecessor to Landlord , dated November 17, 1981 (the "Lease "). The provisions of the Lease are Incorporated into this Memorandum of Lease by reference. 2. The term of the Lease is for a period of twenty (20) years commencing October 17, 1982. S. This Memorandum of Lease is prepared for the purpose of recordation . and It In no way modifies the provisions of the Lease referred to in Paragraph 1 above. To the extent any part of this Memorandum of Lease is inconsistent with the Lease , the Lease shall control. 4. This Memorandum of Lease may be executed in not more than two (2) counterparts which together shall constitute one instrument. The parties hereto have executed this Memorandum of Lease on the day and year first above written. 88-069806 $11.00 C6 ALVAMIJ-HUNTINGTOR BRACII. INC., a California corporation ("Landlord") By: Its: STOUFFER RESTAURANT COMPANY, a California eor ration ("Tenant") By:. Its: i1. Ii ./ • 'r a. 0 RF.P,ORDING RFOUESTED BY COMMONWEALTH LAND TITIS CO Description : Orange , CA Document -Year.DocID 1988 .69806 Page: 1 of 4 Order : 2409626 Comment: .41,8H-069806 ST ATE OF ILLINOIS ) )SS. COUNTY OP COOK ) On this day of 1988, before me, a notary public in and for said state, dZy-commissioned and sworn, personally appeared personally known to me (or proved to me on e bass sa actory e ence to be the of Alvamij-Runtington Beach, Inc., a California corporation . the an execut the within instrument, and acknowledged to me that such corporation executed the within Instrument pursuant to its bylaws or a resolution of Its board of directors. In witness whereof, I have hereunto set my hand and affixed my official seal on the date In the certificate first above written. otary Pub c ST4T8 OP CALIFORNIA ) ) S3. COUNTY OF SAN FRANCISCO ) On this // day of £i / ,C , 1988, before me, a notary public in and for said state. duly commission an sworn, personally appeared Jack D. Wyatt, personally known to me (or proved to me on the basis of satisfactory evidence) to be the 4ssistant Secretary of Stouffer Restaurant Company , a California corporation, the officer executing the within instrument . and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or a resolution of its board of directors. In witness whereof , I have hereunto set my hand and,4iffixed my official seal on the date In the certificate first above written. oM tnry Publ 0 OF 1AL SEAL JAN KEYES ':OTARY PUOItC - CAUFORNIA SAN I RANCISCO COMM Mr comm. TPU4 MI 7. 1191 Description : Orange ,CA Document -Year.DocID 1988 .69806 Page: 2 of 4 Order : 2409626 Comment: AExh ,b, -F PARCEL A; 88-069806 That portion of the Southeast quarter of Section 14, Township 5 South, Range 11 West , in the Rancho La Bolsa Chica, in the City of Huntington Beach, as shown on a map recorded in book 51, page (s) 13, of Miscellaneous Maps, in the office of the County Recorder of said County , described as follows: Parcel No. 1 as shown on a map filed in book 144, pages 31 io 33 inclusive of Parcel Maps in the office of the County Recorder of Orange County, California. EXCEPTING from that portion of said land included in the Vest half of said Northwest quarter , 50% of a 100% of all minerals , gas, oil, petroleum, naptha, and other hydrocarbon substances in, under or that may be produced or recovered from that portion of said land below a depth of 500 feet from its surface, with and including in such exception and reservation, for the benefit of those entitled thereto, the right at any and all times to enter upon and into any and all parts of the portion of said land below such depth of S00 feet from its surface , for the purpose of exploring and drilling for, mining , developing , removing and extracting any and all such substances, by slant or directional drilling, or other operations from other land entering into and penetrating the land the subject hereof , only below such depth of 500 feet from its surface, but with (and there shall be) no right under such exception and reservation of entry upon, or use of the surface or subsurface, to a depth of 500 feet below the surface, as reserved by Dorothy Thayer Peck, Charles H. Thatcher, and Title Insurance and Trust Company, all as Trustees of the Trust under Written Declaration thereof by Carrie A. Peck, dated December 18, 1936, at 25% of said 100%, and by Dorothy T . Peck, a widow, in her individual Capacity as to 25% of said 100%, interest , in the Deed from Dorothy Thayer Peck and others, recorded in book 4907, page 394 of Official Records. EXCEPTING THEREFROM, from the portion of said land included in the East half of said Northwest quarter, all water, water rights, oil, oil rights, minerals, mineral rights , natural gas, natural gas rights, and other hydrocarbons by whatsoever name known that may be within or under that portion of the East half of the Northwest quarter of the Southeast quarter of Section 14 , Township 5 South , Range 11 West, San Bernardino Base and Meridian , included in the above description, together with the perpetual right of drilling , mining , exploring and operating therefor and removing the same from said land or any other land, including the right to whipstock or directionally drill and mine from lends other than those hereinabove described, oil or gas wells, tunnels and shafts into, through or across the subsurface of the land hereinabove described , and to bottom such whipstocked or directionally drilled wells , tunnels and shafts under and beneath or beyond the exterior limits thereof, and to redrill, retunnel, equip , maintain , repair, deepen and operate any such wells or mines , without, however , the right to drill , mine, explore and operate through the surface of the upper 100 feet of the subsurface of the land hereinabove described, or otherwise in such manner as to endanger the safety of any highway that may be constructed on said lands, as reserved in the Deed from Joda Sork and wife, to the State of California , recorded in book 4879 , page 19 of Official Records. Description : Orange ,CA Document -Year .DocID 1988 .69806 Page: 3 of 4 Order : 2409626 Comment: .,. 88-069806 LEGAL CONTINUED: ALSO EXCEPTING from that portion of the South half of the Northeast quarter of the Southeast quarter of Section 14, Township S South, Range 11 West, San Bernardino Bass and Meridian, included in the above description, one-half of all mineral, oil, gas and hydrocarbon substances ih and under said land, for a period of a 15 years, or upon the Death of the Last Survivor of Raleigh Clanton and Grace N. Clanton, husband and wife, whichever event first occurs, together with the right of entry upon the surface of said land for the purpose of prospecting for, developing and producing said substances, as reserved in the Deed from Raleigh Clanton and Grace N. Clanton, to Sam Kiyohide Aihara and Fumi Aihara, husband and wife, recorded in book 3341, page 329 of Official Records. NOTE: The rights to drill wells, tunnels, shafts, explore, etc., to the surface or upper 100 feet of the subsurface, were relinquished to the State of California by Quitclaim Deed from Raleigh Clanton and Grace M. Clanton, recorded in book 5518, page 590 of Official Records. ALSO EXCEPTING from that portion of the South half of the Northeast quarter of the Southeast Quarter of Section 14, Township 5 South, Range 11 West, San Bernardino Base and Meridian, included in the above description, the remainder of all oil, oil rights, minerals, mineral rights, natural gas, natural gas rights, and other hydrocarbons by whatsoever name known, that may be within or under the Parcel of Land hereinabove described, together with the perpetual right of drilling, mining, exploring. and operating therefor, and removing the same from said land or any other land, including the right to whipstock or directionally drill and mine from lands other than those hereinabove described, oil or gas wells, tunnels and shafts into, through or across the subsurface of the land hereinabove described, and to bottom such whipstocked or directionally drilled wells, tunnels and shafts under and beneath or beyond the exterior limits thereof, and to redrill, retunnel. equip, maintain, repair, deepen and operate any such wells or mines, without, however, the right to drill. mine, explore and operate through the surface or the upper 100 feet of the subsurface of the land hereinabove described, or otherwise in such manner as to endanger the safety of any Highway that may be constructed on said lands, as reserved in the Deed from Sam Kiyohide Aihara and Fumi Aihara , to the State of California, recorded in book 5518, page 586 of Official Records. PARCEL B: An appurtenant ion-exclusive easement for ingress, egress and parking of motor vehicles and for the ingress and egress of pedestrians as said easement is net forth in Section 4.6 of that certain Reciprocal Easement Agreement recorded in book 11726, page 752 of Official Records of Orange County , California. Description : Orange ,CA Document -Year .DocZD 1988.69806 Page: 4 of 4 Order : 2409626 Comment: 0 CA RRCORDINO RRQUP.STPO BY AND WREN RPCORDBD RETURN TO: Stouffer Restaurant Company 2 Harrison Street San Francisco, CA 94105 Attention: Scott D. Benjamin, Req. (ov&rre PArr cooCoon@r RECOROINO REQUESTED BY COMMONWEALTH LAND TITLE CO NtCORDED IN Oarr AAL ASCOFIVIS OF ORANGE C040N r r CALWORM4a -2 81 PM FEB 17'88 04 a. <P.,..d, MEMORA M OP LRASR The term of lease is Les This Memorandum of Lease dated as of February 10, 1988 is by and between Alvamlj -Huntington Beach , Inc.. a California corporation ("Landlord"), successor-in- Interest to One Pacific Plaza , and Stouffer Restaurant Company, a California corporation ('Tenant "), successor -in-interest by change of name to Borel Restaurant Corporation, who agree as follows: 1. Landlord leases to Tenant, and Tenant leases from Landlord, that certain building space , containing approximately 8.600 square feet of building area, located upon a portion of land at 7801 Center Avenue, Huntington Beach, County of Orange, State of California , and more particularly described In ?xhibit A attached hereto , in accordance with the provisions of the Agreement between Tenant and said One Pacific Plaza, as predecessor to Landlord , dated November 17, 1981 (the "Lease"). The provisions of the Lease are incorporated into this Memorandum of Lease by reference. 2. The term of the Lease is for a period of twenty (20) years commencing October 17, 1982. S. This Memorandum of Lease is prepared for the purpose of recordation, and it in no way modifies the provisions of the Lease referred to in Paragraph 1 above. To the extent any part of this Memorandum of Lease is inconsistent with the Lease, the tease shall 'ontrol. 4. This Memorandum of Lease may be executed in not more than two (2) counterparts which together shall constitute one instrument. The parties hereto have executed this Memorandum of Lease on the day and year first above written. • AT.VAMIJ-HUNTINGTON BRACH, Califor rporation ("Landlord") By: Its:let , t,Obdi INC., a 4TOUPFPR RP,RTAURANT COMPANY, a California corporation ("Tenant") By: Its: C 016 i Description : Orange , CA Document -Year .DocID 1988 .69807 Page: 1 of 4 Order : 2409626 Comment: I i 88-069801 ST ATP, OP ILLINOIS ) ) SS. COUNTY nP COOK On this f ¢- day of •J'C"91'0 1988, before me, a tarj public In and for state , duly commissioned an sworn, personally appeared i - - aLe ' , personally k wn mq (or proved to me on the 39 0 sat s acto evidence ) to be the of Alvemij-Huntington Beach , Inc., a California corporation , the o icer execut ng the within instrument, and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or a resolution of its board of directors. In witness whereof . I have hereunto set my hand and affixed my official seal on the date in the certificate first above written. .O .. ..: 10,15 STAIR ,OF CALIFORNIA ) ) SS. COUNTY OF SAN FRANCISCO ) On this day of , 1988 , before me, a notary public in and for said state , duly comm one and sworn , personally appeared Jack D. Wyatt, personally known to me (or proved to me on the basis of satisfactory evidence) to be the Assistant Secretary of Stouffer Restaurant Company , a California corporation, the officer executing the within instrument, and acknowledged to me that such corporation executed the within Instrument pursuant to its bylaws or a resolution of its board of directors. In witness whereof. I have hereunto set my hand and affixed my official seal on the date in the certificate first above written. Notary Pub e Description : Orange ,CA Document -Year .DocID 1988 .69807 Page: 2 of 4 Order : 2409626 Comment: • i CYVIb'fA PARCEL A: 88-069807 That portion of the Southeast quarter of Section 14, Township S South, Range 11 West, in the Rancho La Roles Chico, in the City of Huntington Beach, as shown on a map recorded in book 51, page (a) 13, of Miscellaneous Maps, in the office of the County Recorder of said County, described as follows: Parcel No. 1 as shown on a map filed in book 144, pages 31 to 33 inclusive of Parcel Maps in the office of the County Recorder of Orange County, California. EXCEPTING from that portion of said land included in the West half of said Northwest quarter, 50% of a 100% of all minerals, gas, oil, petroleum, naptha, and other hydrocarbon substances in, under or that may be produced or recovered from that portion of said land below a depth of 500 feet from its surface, with and including in such exception and reservation, for the benefit of those entitled thereto, the right at any and all times to enter upon and into any and all parts of the portion of said land below such depth of S00 feet from its surface , for the purpose of exploring and drilling for, mining , developing, removing and extracting any and all such substances, by slant or directional drilling, or other operations from other land entering into and penetrating the land the subject hereof, only below such depth of 500 feet from its surface, but with (and there shall be) no right under such exception and reservation of entry upon, or use of the surface or subsurface, to a depth of 500 feet below the surface, as reserved by Dorothy Thayer Peck, Char 1s H. Thatcher , and Title Insurance and Trust Company, all as Trustees of the Trust under Written Declaration thereof by Carrie A. Peck, dated December 18, 1936, at 2.5% of said 100%, and by Dorothy T. Peck, a widow, in her individual Capacity as to 25% of said 100%, interest, in the Deed from Dorothy Thayer Peck and others, reccrded in book 4907 , page 394 pf Official Records. EXCEPTING THEREFROM, from the portion of said land included in the East half of said Northwest quarter, all water, water rights, oil, oil rights, minerals, mineral rights , natural gas, natural gas rights, and other hydrocarbons by whatsoever name known that may be within or under that portion of the East half of the Northwest quarter of the Southeast quarter of Section 14, Township 3 South, Range 11 West, San Bernardino Base and Meridian, included in the above description, together with the perpetual right of drilling, mining. exploring and operating therefor and removing the same from said land or any other land, including the right to whipstock or directionally drill and mine from lands other than those hereinabove described, oil or gas wells, tunnels and shafts into. through or across the subsurface of the land horeinabove described, and to bottom such whipatocked or directionally drilled wells . tunnels and shafts under and beneath or beyond the exterior limits thereof, and to redrill, rotunnol, equip, maintain, repair, deepen and operate any such wells or mines , without,' however, the right to drill. mine, explore and operate through the surface of the upper 100 feat of the subsurface of the land horeinabove described, or otherwise in such manner as to endanger the safety of any highway that may be constructed on said lands, as reserved in the Dead from Jade Sork and wife, to the State of California, recorded in b.,ok 4879, page 19 of Official Records. Description: Orange,CA Document-Year .DocID 1988.69807 Page: 3 of 4 Order: 2409626 Comment: 0 I 88-069867 LEGAL CONTINUED: ALSO EXCEPTING from that portion of the South half of the Northeast quarter of the Southeast quarter of Section 14, Township 5 South, Range 11 west, Son Bernardino Bass and Meridian, included in the above description, one-half of all mineral, oil, gas and hydrocarbon substances in and under said land, for a period of a 15 years, or upon the Death of the Last Survivor of Raleigh Clanton and Grace M. Clanton, husband and wife, whichavar event first occurs , together with the right of entry upon the surface of said land for the purpose of prospecting for, developing and producing said substances , as reserved in the Deed from Raleigh Clanton and Grace K. Clanton, to Sam Kiyohide Aihara and Fumi Aihara, husband and wife, recorded in book 3341, page 329 of Official Records. NOTE: Ths rights to drill wells, tunnels , shafts, explore, etc., to the surface or upper 100 feet of the subsurface, were relinquished to the State of California by Quitclaim Deed from Raleigh Clanton and Grace M. Clanton, recorded in book 5518, page 590 of Official Records. ALSO EXCEPTING from that portion of the South half of the Northeast quarter of the Southeast Quarter of Section 14, Township S South, Range 11 West, San Bernardino Base and Meridian, included in the above description, the remainder of all oil, oil rights, minerals, mineral rights, natural gas, natural gas rights, and other hydrocarbons by whatsoever name known , that may be within or under the Parcel of Land hereinabove described , together with the perpetual right of drilling. mining, exploring, and operating therefor, and removing the same from said land or any other land. including the right to whipstock or directionally drill and mine from lands other than those hereinabove described, oil or gas walls, tunnels and shafts into, through or across the subsurface of the land heroinabove described, and to bottom such whipatocked or directionally drilled wells, tunnels and shafts under and beneath or beyond the exterior limits thereof, and to redrill, retunnel, equip, maintain, repair. deepen and operate any such wells or mines, without, however, the right to drill, mine , explore and operate through the surface or the upper 100 fact of the subsurface of the land horeinabove described, or otherwise in such manner as to endanger the safety of any Highway that may be constructed on said lands, as reserved in the Dead from Sam Kiyohide Aihara and Fumi Aihara, to the State of California. recorded in book 5518, page 586 of Official Records. PARCEL B: An appurtenant rion-exclusive easement for ingress, egress and parking of motor vehicles and for the ingress and ogroes of pedestrians as said easement is net forth in Section 4.•i of that certain Reciprocal Easement Agreement recorded in book 11726, page 752 of Official Records of Orange County. California. Description : Orange ,CA Document -Year .DoclD 1988 .69807 Page: 4 of 4 Order : 2409626 Comment: .so R"ECOROING REQUESTED BY CITY-OF HUNTINGTON BEACH And when recorded mail to: City Clerk . City of Huntington Beach P.O. Box 190 Huntington Beach, CA 92648 • of orar%V aacords)d int ..+CO;etyC1erk /RocordQrliforniaU,-...-Oar I. 960915303 3:10 82/1619619 006 26OJ59 24 26 IB00 0.00 .00 9.00 Eel Si .00 0. Space above this line for Recorder's use AP No. 142-342 -12 (a portion ) EASEMENT DEED I HEREBY DECLARE THE DOCUMENT TRANSFER TAX IS $ THE TAX IS: CO Alv j Hu RIZED ON LL VALUE OF PROPERTY CONVEYED OR. S LI AF EPIGUMBRANCES I FAAAININO AT TIME OF SALE W a iforn a corporat n B : , Donald M . Kurdziel , Vice President IG F DECLARANT OR AGENT - FIRM NAME FOR A VALUABLE CONSIDERATION, receipt of which is hereby admowledged, I + I- non-e clusivedo(es ) hereby GRANT to the CITY OF HUNTINGTON BEACH, a municipal corporation , a perpetualleasement and right of way for *see below purposes In, on, over, under and across all that real property in the CITY OF HUNTINGTON BEACH, County of Orange, State of California, described as foIl• *installation, operation, maintenance and modification of a tra c signal. The Legal Description "Exhibit "A" and plat map "Exhibit "B" attached hereto and made a part hereof.I State of County of On before me, Jr OA NAME. TIfE OF OFFICER - E.GLJANE DOE. NOTARY PUBLIC' personally appeared personally Anakno T r BIQ.IR - proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are Jill on" &R.- aMttMMfolsl & ns mey Z M gT82 iEY By It De JJCi Attornejj} Na OYC16 Of N&W GAIL HUTTON subscribed to the within Instrument and acknowledged to me that he/she/they executed the same In his/her/their authorized capaclty (les), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. W hand and official seal. TURE OF NOTARY CAPACITY CLAIMED BY SIGNER INDIVIDUAL ® CORPORATE OFFICER(S)3) PARTNER(S) LIWE0 0 GENERAL ATTORNEY-iN-FACT TRUSTEEcs) GUARDIAWCONSERVATOR OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTRY(ES) Alvami Huntington Beach, Inc. Description : Orange ,CA Document -Year .DocID 1996 .75303 Page: 1 of 5 Order : 2409626 Comment: RIDER TO EASEMENT DEED FROM ALVAMIJ HUNTINGTON BEACH , INC. ("Grantor") TO CITY OF HUNTINGTON BEACH ("Grantee") Grantee shall own title to the traffic signal and agrees that it shall be obligated , at its sole expense , to operate, maintain and repair the traffic signal. All such maintenance and repair work shall be performed in good and workmanlike manner and in such fashion as to minimize any interference with the use, enjoyment and occupancy of Grantor's Premises (as hereinafter defined). Grantee shall pay, when due, all costs and expenses incurred in connection with the maintenance , repair and replacement of the traffic signal so as to prevent any lien or other encumbrance from being filed or recorded against Grantor 's Premises . Upon completion of any work performed by or on behalf of the Grantee, Grantee shall, at its sole cost and expense , remove all debris from the easement area and restore the easement area to the condition that existed immediately prior to the commencement of such work. Grantor shall have the right to use and occupy the easement area for any purpose whatsoever; provided, that any use or occupancy by Grantor of the easement area does not materially interfere with the rights granted to the Grantee in this Easement Deed. Grantee shall indemnify and hold Grantor harmless from and against any losses , damages , injuries, suits, judgments, claims, liabilities and/or expenses (including, without limitation , reasonable legal fees and disbursements ) relating to or arising out of the traffic signal, the use of the easement area by Grantee, the failure of Grantee to comply with its obligations herein, or the negligent conduct of the Grantee or its agents, contractors or employees in or about the easement area. At such time as the traffic signal shall be removed and not replaced, this easement shall automatically terminate. In the event of such termination, the Grantee shall promptly, upon request by Grantor, execute and deliver to Grantor an instrument in recordable form confirming the termination of this Easement Deed. For purposes of this Rider, "Grantor's Premises" shall mean the real property designated as Parcel 1 of Parcel Map No. 79-585 in the City of Huntington Beach , County of Orange, State of California as shown on a Map recorded in Book 144, Pages 31-33, inclusive of Parcel Maps in the Office of the County Recorder of said County and the improvements located thereon. This Easement Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. GRANTOR: ALV J By: on 1 . urdz e , ice Pres dent GRANTEE: CITY OF HUNTINGTOJ ,N BEACH 48882.1 By:R ame: -T,rF% >• 077F 721a-*J Title : C17Y T' e E GiN Description : Orange ,CA Document -Year .DocZD 1996 .75303 Page: 2 of 5 Order : 2409626 Comment: EASEMENT FOR TRAFFIC SIGNALS & MAINTENANCE THAT PORTION OF PARCEL 1 OF PARCEL MAP NO . 79-585 IN THE CITY OF HUNTINGTON BEACH , COUNTY OF ORANGE, STATE OF CALIFORNIA ,.AS SHOWN ON A MAP RECORDED IN BOOK 144 , PAGES 31 THROUGH 33, INCLUSIVE OF PARCEL MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: THE SOUTHERLY 10.00 FEET OF THE WESTERLY 30.00 FEET. EXHIBIT "B" ATTACHED HERETO AND MADE A PART THEREOF. PREPARED UNDER MY SUPERVISION: // 9/ 9N E. SOLLIE , P.L.S. DATE ICENSE #5749 , EXPIRES 12/31 /91 O W0 .56 &10E. SpyJES/KD JOB #4298-LD1 10/10/91 Ex;, 12rzir1 l57) 9rf Of ctt'6%§ Description : Orange , CA Document -Year.Dod D 1996 .75303 Page: 3 of 5 Order : 2409626 Comment: EXHIBIT M07 70 OCA -ff CEA/TER I vR/XE of Bit I- -- •-- ---\ 3 \ I ,. NO-9.32 '03'E 30.00 PARCEL 1\44P NO. ,'> J9-.13r Pj\i1 14413] - .3.:3 TITLE:TRAFFIC 5/6A AZI S AND MA/A/TENANIE EASEMENT PARCEL 1 nOTF OF PREPARATION : /O•/O.9/4299 Description : Orange , CA Document -Year .DoclD 1996.75303 Page: 4 of 5 Order : 2409626 Comment: CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CRY CLERK CALIFORNIA 92648 I DEED CERTIFICATI N This is to certify that the interest in real property conveyed by the deed dated August 22, 1995 from Donald M. Kurdziel, Vice President, to the CITY OF HUNTINGTON BEACH, a municipal corporation, is hereby accepted by the undersigned officer or agent on behalf of the City Council of the City of Huntington Beach, pursuant to the authority conferred by Resolution No. 3537 of the City Council of the City of Huntington Beach adopted on August 7, 1972, and the grantee consents to the recordation thereof by its duly authorized officer. Dated: February 8, 1996 CITY OF HUNTINGTON BEACH CONNIE BROCKWAY, CMC CITY CLERK By: Deputy City Clerk g:lfoUowup\deedcert (T..phon .: 7144386427) Description: Orange ,CA Document -Year .DocID 1996.75303 Page: 5 of 5 Order: 2409626 Comment: • RECORDED AT THE REQUEST OF CHICAGO TITLE COMPANY AND WHEN RECORDED MAIL TO: WELLS FARGO BANK, NATIONAL ASSOCIATION 333 S. Grand Ave., 9th Floor Los Angeles, CA 90071 Attn: Dovie M. Kapoh Loan No. I Recorded In Official Records , County of Orange Tom Daly, Clerk-Recorder IIIIIIIIIIIIIIIIIfIIIIIIIIIIItIIVlIIIIIIllllllllpln 28.00 2003000774978 04:OOpm 07/01/03 10028 S13 12 0000 .000.000 .0022 .000.000000.00 SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT,. ATTORNMENT AND NON-DISTURBANCE AGREEMENT (Lease To Deed of Trust) NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT ("Agreement") is made April 17, 2003 by and between MULLROCK 1-7777, LLC, a Delaware limited liability company ("Owner"), WESTVACO CORPORATION, a Delaware corporation ("Lessee") and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender"). RECITALS r cA. Pursuant to the terms and provisions of a(leaser6Saced Ju a 11, 1998 ("Lease"), Owner, as "Lessor", granted to Lessee a leasehold estate in and to a portion of the property described on Exhibit attached hereto and incorporated herein by this reference (which property, together with all improvements now or hereafter located on the property, is defined as the "Property"). B. Intentionally deleted C. Owner has executed, or proposes to execute, a deed of trust with absolute assignment of leases and rents, security agreement and fixture filing ("Deed of Trust") securing, among other things, a promissory note ("Note") in favor of Lender, which Note is payable with interest and upon the terms and conditions described therein ("Loan"). The Deed of Trust is to be recorded concurrently herewith. D. As a condition to making the Loan secured by the Deed of Trust, Lender requires that the Deed of Trust be unconditionally and at all times remain a lien on the Property, prior and superior to all the rights of Lessee under the Lease and that the Lessee specifically and unconditionally subordinate the Lease to the lien of the Deed of Trust. E. Owner and Lessee have agreed to the subordination, attomment and other agreements herein in favor of Lender. NOW THEREFORE, for valuable consideration and to induce Lender to make the Loan, Owner and Lessee hereby agree for the benefit of Lender as follows: C 1000UME-1VevnyeklLOCALS-1Remp%SNDA Wller .Weatveoo CorporeUOn doeWFRE19 (REV 7197) Page 1 Description : Orange , CA Document -year . DoclD 2003 . 774978 Page: 1 of 12 Order : 2409626 Comment: Loan No. 2713TZL 1.SUBORDINATION. Owner and Lessee hereby agree that: 1.1 Prior Lien. The Deed of Trust securing the Note in favor of Lender, and any modifications, renewals or extensions thereof, shall unconditionally be and at all times remain a lien on the Property prior and superior to the Lease; 1.2 Subordination. Lender would not make the Loan without this agreement to subordinate; and 1.3 Whole A reement . This Agreement shall be the whole agreement and only agreement with regard to the subordination of the Lease to the lien of the Deed of Trust and shall supersede and cancel, but only insofar as would affect the priority between the Deed of Trust and the Lease, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease which provide for the subordination of the Lease to a deed or deeds of trust or to a mortgage or mortgages. AND FURTHER, Lessee individually declares, agrees and acknowledges for the benefit of Lender, that: 1.4 Use of Proceeds. Lender, in making disbursements pursuant to the Note, the Deed of Trust or any loan agreements with respect to the Property, is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat this agreement to subordinate in whole or in part; 1.5 Waiver elan ulshment and Subordination. Lessee intentionally and unconditionally waives, relinquishes and subordinates all of Lessee's right, title and interest in and to the Property to the lien of the Deed of Trust and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, specific loans and advances are being and will be made by Lender and, as part and parcel thereof, specific monetary and other obligations are being and will be entered Into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination. 2. ASSIGNMENT. Lessee acknowledges and consents to the assignment of the Lease by Lessor in favor of Lender. 3. ADDITIONAL AGREEMENTS. Lessee covenants and agrees that, during all such times as Lender is the Beneficiary under the Deed of Trust: 3.1 Modification Termination and Cancellation. Lessee will not consent to any modification, amendment, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent and will not make any payment to Lessor in consideration of any modification, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent; 3.2 Notice of Default. Lessee will notify Lender in writing concurrently with any notice given to Lessor of any default by Lessor under the Lease, and Lessee agrees that Lender has the right (but not the obligation) to cure any breach or default specified In such notice within the time periods set forth below and Lessee will not declare a default of the Lease, as to Lender, if Lender cures such default within fifteen (15) days from and after the expiration of the time period provided in the Lease for the cure thereof by Lessor; provided, however, that if such default cannot with diligence be cured by Lender within such fifteen (15) day period, the commencement of action by Lender within such fifteen (15) day period to remedy the same shall be deemed sufficient so long as Lender pursues such cure with diligence; 3.3 No Advance Rents. Lessee will make no payments or prepayments of rent more than one (1) month in advance of the time when the same become due under the Lease; and 3.4 Ass[ nment of Rents. Upon receipt by Lessee of written notice from Lender that Lender has elected to terminate the license granted to Lessor to collect rents, as provided in the Deed of Trust, and directing the C VDOCUME-1VeYrM*%LOCALS-1%Temp%SNDA Muller - Westvaco Corpaadon doe WFRE19 (REV 7!97) Page 2 Description: Orange, CA Document -Year .DocID 2003. 774978 Page: 2 of 12 Order: 2409626 Comment: Loan No. 2713TZL payment of rents by Lessee to Lender, Lessee shall comply with such direction to pay and shall not be required to determine whether Lessor Is in default under the Loan and/or the Deed of Trust. 4. ATTORNMENT. Lessee agrees for the benefit of Lender (including for this purpose any transferee of Lender or any transferee of Lessor's title in and to the Property by Lender's exercise of the remedy of sale by foreclosure under the Deed of Trust) as follows: 4.1 Pa ment of Rent. Lessee shall pay to Lender all rental payments required to be made by Lessee pursuant to the terms of the Lease for the duration of the term of the Lease; 4.2 Continuation of Performance. Lessee shall be bound to Lender in accordance with all of the provisions of the Lease for the balance of the term thereof, and Lessee hereby attorns to Lender as its landlord, such attornment to be effective and self-operative without the execution of any further instrument immediately upon Lender succeeding to Lessor's interest in the Lease and giving written notice thereof to Lessee; 4.3 No Offset. Lender shall not be liable for, nor subject to, any offsets or defenses which Lessee may have by reason of any act or omission of Lessor under the Lease , nor for the return of any sums which Lessee may have paid to Lessor under the Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Lessor to Lender; and 4.4 Subse vent Transfer . If Lender, by succeeding to the interest of Lessor under the Lease , should become obligated to perform the covenants of Lessor thereunder, then, upon any further transfer of Lessor's interest by Lender, all of such obligations shall terminate as to Lender. 5. NON-DISTURBANCE. In the event of a foreclosure under the Deed of Trust, so long as there shall then exist no breach, default, or event of default on the part of Lessee under the Lease, Lender agrees for itself and its successors and assigns that the leasehold interest of Lessee under the Lease shall not be extinguished or terminated by reason of such foreclosure, but rather the Lease shall continue in full force and effect and Lender shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the Lease except as modified by this Agreement; provided, however, that Lessee and Lender agree that the following provisions of the Lease (if any) shall not be binding on Lender: any option to purchase with respect to the Property; any right of first refusal with respect to the Property; any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the terms of the Deed of Trust. 6. MISCELLANEOUS. 6.1 Heirs Successors Assi ns and Transferees. The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the parties hereto; and 6.2 Notices. All notices or other communications required or permitted to be given pursuant to the provisions hereof shall be deemed served upon delivery or, if mailed, upon the first to occur of receipt or the expiration of three (3) days after deposit in United States Postal Service, certified mail, postage prepaid and addressed to the address of Lessee or Lender appearing below: CIDOCUME-1YevnyaiALOCALS-11Ten pSNDA Wier - Wedvaco CorporaUartdocWFRE19 (REV 7197) Page 3 Description : Orange , CA Document -Year . DocZD 2003 .774978 Page: 3 of 12 Order : 2409626 Comment: Loan No. 2713TZL "OWNER" "LENDER" MULLROCK 1-7777, LLC WELLS FARGO BANK, NATIONAL ASSOCIATION c/o The Muller Company 333 South Grand Ave., 9th Floor 23521 Paseo de Valencia, Suite 200 Los Angeles, CA 90071 Laguna Hills, CA 92653 Attn: Dovie M. Kapoh Loan No. "LESSEE" Westvaco Corporation 7777 Center Avenue, Suite 200 Huntington Beach, CA 92647 Provided, however, any party shall have the right to change its address for notice hereunder by the giving of written notice thereof to the other party In the manner set forth in this Agreement; and 6.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument, and 6.4 Remedies Cumulative . All rights of Lender herein to collect rents on behalf of Lessor under the Lease are cumulative and shall be in addition to any and all other rights and remedies provided by law and by other agreements between Lender and Lessor or others; and 6.5 Para ra h Headin s. Paragraph headings In this Agreement are for convenience only and are not to be construed as part of this Agreement or in any way limiting or applying the provisions hereof. IN ORPORATION. Exhibit A and Lease Guarantor's Consent (if any) are attached hereto and incorporated herein by this reference. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO. "OWNER" C IDOCUME-1 ru yak%LOCALS-15Temp'SNDA MAW - Westvaco Corporatondoe WFRE19 (REV 7/97) MULLROCK 1-7777, LLC, a Delaware limited liability company Page 4 Description : Orange , CA Document -Year. DoclD 2003 . 774978 Page: 4 of 12 Order : 2409626 Comment: Loan No. 2713TZL By: Its: , 4/i;/f'1ot+> 41 ,.c "LENDER" WELLS FARGO BANK, NATIONAL ASSOCIATION By: Sean Mahon Its: Vice President "LESSEE" WESTVACO CORPORATION, a Delaware corpo o By: - Its: d;rY wxl (ALL SIGNATURES MUST BE ACKNOWLEDGED) C IDOCUME-1VsvrVa LLOCALS-/1Temp1SNDA Mhdler • Westvaco Corporehm doe WFRE19 (REV 7197) Page 5 Description: Orange, CA Document-Year.Dod D 2003.774978 Page: 5 of 12 Order: 2409626 Comment: t EXHIBIT A' Loan No. DESCRIPTION OF PROPERTY EXHIBIT A to Subordination Agreement; Acknowledgment of Lease Assignment, Estoppel, Attomment and Non-Disturbance Agreement, executed by MULLROCK 1-7777, LLC, a Delaware limited liability company as "Owner", WESTVACO CORPORATION, a Delaware corporation, as "Lessee", and WELLS FARGO BANK, NATIONAL ASSOCIATION, as "Lender'. All that certain real property located in the County of Orange, State of California, described as follows: APN Parcel A: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 14. TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 51 PAGE 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL 1 OF PARCEL MAP NO. 79-585, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 31,32 AND 33 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM THE PORTION OF SAID LAND INCLUDED IN THE EAST HALF OF SAID NORTHWEST QWARTER, ALL WATER, WATER RIGHTS, OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFTEY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS RESERVED IN THE DEED FROM JODA SORK AND WIFE TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 14, 1959 IN BOOK 4879 PAGE 19 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN , INCLUDED IN THE ABOVE DESCRIPTION , ONE-HALF OF ALL MINERAL , OIL, GAS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, FOR A PERIOD OF 15 YEARS, OR UPON THE DEATH OF THE LAST SURVIOR OF RALEIGH CLANTON AND GRACE M. M. CLANTON, HUSBAND AND WIFE, WHICHEVER EVENT FIRST OCCURS, TOGETHER WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE C \OOCUME-1kevmyaMLOCALS-1\Temp\SNDA Muller - WeeNaoo Corporabon doc WFRE19 (REV 7197) Page 6 Description : Orange , CA Document -Year. DocID 2003 . 774978 Page: 6 of 12 Order : 2409626 Comment: EXHIBIT A Loan No. PURPOSE OF PROSPECTING FOR, DEVELOPING AND PRODUCING SAID SUBSTANCES, AS RESERVED IN THE DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON, TO SAM KIYOHIDE AIHARA AND FUMI AIHARA, HUSBAND AND WIFE, RECORDED JANUARY 5, 1956 IN BOOK 3341 PAGE 329 OF OFFICAL RECORDS. NOTE: THE RIGHT TO DRILL WELLS, TUNNELS, SHAFTS, EXPLORE, ETC., TO THE SURFACE OR UPPER 100 FEET OF THE SUBSURFACE, WERE RELINQUISED TO THE STATE OF CALIFORNIA BY QUITCLAIM DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON RECORDED NOVEMBER 22,1960 IN BOOK 5518 PAGE 590 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, THE REMAIDER OF ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR, AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LAND, AS RESERVED IN THE DEED FROM SAM KIYOHIDE AIHARA AND FUMI AIHARA TO THE STATE OF CALIFORNIA, RECORDED NOVEMBER 22,1960 IN BOOK 5518 PAGE 586 OF OFFICIAL RECORDS. PARCELS: A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND PARKING OF MOTOR VEHICLES AND FOR THE INGRESS AND EGRESS OF PEDESTRIANS AS SAID EASEMENT IS SET FORTH IN SECTION 4.6 OF THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT RECORDED MAY 4,1976 IN BOOK 11726 PAGE 752 OF OFFICIAL RECORDS , AS AMENDED BY INSTRUMENTS RECORDED OCTOBER 18, 1976 IN BOOK 11927 PAGE 1037 OF OFFICIAL RECORDS AND MARCH 6, 1979 IN BOOK 13057 PAGE 1890 OF OFFICIAL RECORDS. C 1DO00ME-1Vovny5MLOCALS-1\Temp%SNDA Muller- Wastvem Corporalon doc WFRE19 (REV 7197) Page 7 Description : Orange , CA Document -Year .DocID 2003 .774978 Page: 7 of 12 Order : 2409626 Comment: STATE OF CALIF COUNTY OF SS. (Q On this day of 2003, before me, II u L a Notary Public in and for t e State of California, personally appeare (or proved on the basis of satisfactory evidence) to be the persons} whose name(s) islare subscribed to the within instrument and acknowledged to me that he/ehelthey executed the same in hiefhefftheir-authorized capacity(iee), and that by hisAer/their signature(4 on the instrument the person(s); or the entity upon behalf of which the person(c)-acted, executed the instrument. WITNESS my hand n official seal Signatur My commission e Tres QUEL 'ACHINOr 1 •' =n r+. #1307298 n T 1® 1" a ran P •h is Cahfc rrna *. ,% ' 'Nt t UI INTY r •rl sHYl,unln.•P "y +...dN..•"5'u C 1D000ME-1Ys nyak&LOCALS-11TempLSNDA MullW - Weal aoo Corporation doc WFRE19 (REV 7197) Description : Orange ,CA Document -Year .DocID 2003.774978 Page: 8 of 12 Order: 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: RAQUEL LACHINO DATE COMMISSION EXPIRES: JUNE 3, 2005 COMMISSION NUMBER: 1307298 VENDOR NUMBER: ARSI COUNTY WHERE BOND IS FILED : Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS I" y of July, 2003 LavwQ TLE ASSISTANT CHICAGO TITLE COMPANY Description: Orange ,CA Document-Year.DocID 2003.774978 Page: 9 of 12 Order: 2409626 Comment: STATE OF Cf10fjtZ, I III COUNTY OF ) /4 6E )ss. On 200 befor m IOA 10e ', a notary public, personally appeared J - / C. personally known to me or proved to me on the basis of satisfactory evidence to be the person (s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my'1 and and official seal. n (Official Seal) l STATE OF (!A LI FOR14) ) . COUNTY OF A n1(, L ) )ss JOAN SLADa Cann on # 1255 D$ Nola y RA3k - CaAlat.O aonp&cow* MVCmwl8illsMcr3I.=4 On UWIe. I D , 2003, be o me "h5 a notary public, personally appeared tV personally known to me to be the person(e)whose name(e is/me subscribed to the within instrument and acknowledged to me that he/sh /they executed the same in his/ben'their authorized capacity(4es), and that by his/he Lek signature(o) on the instrument the personW or the entity upon behalf of which the person(o) acted, executed the instrument. Witness my hand official seal. (Official Seal) A + .Q1 itt'5 5 rte,. t$ re•,-.t Description : Orange , CA Document -Year .DocID 2003 .774978 Page : 10 of 12 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: JOAN SLADEK DATE COMMISSION EXPIRES: MARCH 31, 2004 COMMISSION NUMBER: 125504 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS I' 4ay of July, 2003 1/1 &A-14 L ITLE ASSISTANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year .DOCID 2003 .774978 Page : 11 of 12 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: PATRICIA D. PERKINS DATE COMMISSION EXPIRES: NOV 22, 2004 COMMISSION NUMBER : 1284275 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: LOS ANGELES EXECUTED AT IRVINE, CALIFORNIA ON THIS I' day of July, 2003 T E A SISTANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year .DoclD 2003 .774978 Page: 12 of 12 Order : 2409626 Comment: 0 RECORDED AT THE REQUEST OF CHICAGO TITLE COMPANY AND WHEN RECORDED MAIL TO: WELLS FARGO BANK, NATIONAL ASSOCIATION 333 S. Grand Ave, 9"' Floor Los Angeles, CA 90071 Attn: Dovie M Kapoh Loan No. 0 Recorded In Official Records , County of Orange Tom Daly, Clerk-Recorder i Il lIllllllll 111 fl llli l l 111 lllll i lI lllll llm IIUI II QI II 28.00 2003000774979 04:00pm 07/01/03 10028 S13 12 0000000 .0000022 .000.000000.00 SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT (Lease To Deed of Trust) NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT ("Agreement') is made April 17, 2003 by and between MULLROCK 1-7777, LLC, a Delaware limited liability company ("Owner'), EXACT SOFTWARE NORTH AMERICA, INC., an Ohio corporation ("Lessee") and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender'). RECITALS Anreurole-c{A. Pursuant to the terms and provisions of a(ease dated urfe 13, 2002 ("Lease"), Owner, as "Lessor", granted to Lessee a leasehold estate in and to a portion of the property described on Exhibit A attached hereto and incorporated herein by this reference (which property, together with all improvements now or hereafter located on the property, is defined as the "Property"). B. Intentionally deleted C. Owner has executed, or proposes to execute, a deed of trust with absolute assignment of leases and rents, security agreement and fixture filing ("Deed of Trust") securing, among other things, a promissory note ("Note") in favor of Lender, which Note is payable with interest and upon the terms and conditions described therein ("Loan"). The Deed of Trust is to be recorded concurrently herewith. D. As a condition to making the Loan secured by the Deed of Trust, Lender requires that the Deed of Trust be unconditionally and at all times remain a lien on the Property, prior and superior to all the rights of Lessee under the Lease and that the Lessee specifically and unconditionally subordinate the Lease to the lien of the Deed of Trust. E. Owner and Lessee have agreed to the subordination, attomment and other agreements herein in favor of Lender. NOW THEREFORE, for valuable consideration and to induce Lender to make the Loan, Owner and Lessee hereby agree for the benefit of Lender as follows C 1DO00ME-14emyakTOCALS-11Temp%SNDA Muller - Exed Software doc WFRE19 (REV 71971 Page 1 Description : Orange ,CA Document -Year .DoclD 2003 .774979 Page: 1 of 12 Order : 2409626 Conmment: Loan No. 2713TZL 1. SUBORDINATION. Owner and Lessee hereby agree that: 1.1 Prior Lien. The Deed of Trust securing the Note in favor of Lender, and any modifications, renewals or extensions thereof, shall unconditionally be and at all times remain a lien on the Property prior and superior to the Lease; 1.2 Subordination. Lender would not make the Loan without this agreement to subordinate; and 1.3 Whole A reement. This Agreement shall be the whole agreement and only agreement with regard to the subordination of the Lease to the lien of the Deed of Trust and shall supersede and cancel, but only insofar as would affect the priority between the Deed of Trust and the Lease, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease which provide for the subordination of the Lease to a deed or deeds of trust or to a mortgage or mortgages. AND FURTHER, Lessee individually declares, agrees and acknowledges for the benefit of Lender, that 1.4 Use of Proceeds. Lender, in making disbursements pursuant to the Note, the Deed of Trust or any loan agreements with respect to the Property, is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat this agreement to subordinate in whole or in part; 1.5 Waiver Relin ulshment and Su ordin tlon. Lessee intentionally and unconditionally waives, relinquishes and subordinates all of Lessee 's right, title and interest in and to the Property to the lien of the Deed of Trust and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, specific loans and advances are being and will be made by Lender and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination. 2. ASSIGNMENT. Lessee acknowledges and consents to the assignment of the Lease by Lessor in favor of Lender. 3. ADDITIONAL AGREEMENTS. Lessee covenants and agrees that, during all such times as Lender is the Beneficiary under the Deed of Trust: 3.1 Modification Termination and Cancellation. Lessee will not consent to any modification, amendment, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent and will not make any payment to Lessor in consideration of any modification, termination or cancellation of the Lease (in whole or in part) without Lenders prior written consent; 3.2 Notice of Default. Lessee will notify Lender in writing concurrently with any notice given to Lessor of any default by Lessor under the Lease, and Lessee agrees that Lender has the right (but not the obligation) to cure any breach or default specified in such notice within the time periods set forth below and Lessee will not declare a default of the Lease, as to Lender, if Lender cures such default within fifteen (15) days from and after the expiration of the time period provided in the Lease for the cure thereof by Lessor; rop vided, however, that if such default cannot with diligence be cured by Lender within such fifteen (15) day period, the commencement of action by Lender within such fifteen (15) day period to remedy the same shall be deemed sufficient so tong as Lender pursues such cure with diligence; 3.3 No Advance Rents. Lessee will make no payments or prepayments of rent more than one (1) month in advance of the time when the same become due under the Lease; and 3.4 Assi nment of Rents. Upon receipt by Lessee of written notice from Lender that Lender has elected to terminate the license granted to Lessor to collect rents, as provided in the Deed of Trust, and directing the C 1D000ME-WYernyelALOCALS-l Temp1SNDA Muller - Exacl Soltwaro doc WFRE19 (REV 7/97) Page 2 Description : Orange , CA Document-Year . DocID 2003 .774979 Page: 2 of 12 Order : 2409626 Comment: Loan No. 2713TZL payment of rents by Lessee to Lender, Lessee shall comply with such direction to pay and shall not be required to determine whether Lessor is in default under the Loan and/or the Deed of Trust. 4. ATTORNMENT. Lessee agrees for the benefit of Lender (including for this purpose any transferee of Lender or any transferee of Lessor's title in and to the Property by Lender's exercise of the remedy of sale by foreclosure under the Deed of Trust) as follows: 4.1 Pa ment of Rent. Lessee shall pay to Lender all rental payments required to be made by Lessee pursuant to the terms of the Lease for the duration of the term of the Lease; 4.2 Continuation of Performance. Lessee shall be bound to Lender in accordance with all of the provisions of the Lease for the balance of the term thereof, and Lessee hereby attoms to Lender as its landlord, such attomment to be effective and self-operative without the execution of any further instrument immediately upon Lender succeeding to Lessor's interest in the Lease and giving written notice thereof to Lessee; 4.3 No Offset. Lender shall not be liable for, nor subject to, any offsets or defenses which Lessee may have by reason of any act or omission of Lessor under the Lease, nor for the return of any sums which Lessee may have paid to Lessor under the Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Lessor to Lender; and 4.4 Subse uent Transfer. If Lender, by succeeding to the interest of Lessor under the Lease, should become obligated to perform the covenants of Lessor thereunder, then, upon any further transfer of Lessor's interest by Lender, all of such obligations shall terminate as to Lender. 5. NON -DISTURBANCE . In the event of a foreclosure under the Deed of Trust, so long as there shall then exist no breach, default, or event of default on the part of Lessee under the Lease, Lender agrees for itself and its successors and assigns that the leasehold interest of Lessee under the Lease shall not be extinguished or terminated by reason of such foreclosure, but rather the Lease shall continue in full force and effect and Lender shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the Lease except as modified by this Agreement; Provided, however, that Lessee and Lender agree that the following provisions of the Lease (if any) shall not be binding on Lender: any option to purchase with respect to the Property; any right of first refusal with respect to the Property, any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the terms of the Deed of Trust. 6. MISCELLANEOUS. 6.1 Heirs Successors Assi ns an Transferees . The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the parties hereto; and 6.2 Notices. All notices or other communications required or permitted to be given pursuant to the provisions hereof shall be deemed served upon delivery or, if mailed, upon the first to occur of receipt or the expiration of three (3) days after deposit in United States Postal Service, certified mail, postage prepaid and addressed to the address of Lessee or Lender appearing below: C VDOCUME-1WVnyetLOCALS-11TempLSNDA Muller- Exad Software doc WFRE19 (REV7197) Page 3 Description : Orange ,CA Document -Year.DocZD 2003 .774979 Page: 3 of 12 Order: 2409626 Comment: 0 • Loan No. 2713TZL "OWNER" MULLROCK 1-7777, LLC do The Muller Company 23521 Paseo do Valencia, Suite 200 Laguna Hills, CA 92653 "LESSEE" EXACT SOFTWARE 7777 Center Avenue, Suite 100 Huntington Beach , CA 92647 Attn: Ms. Kim Richards Exact Software North America, Inc. 333 East Center Street P.O. Box 1824 Marion, Ohio 43301 Attn: Carol Nelson "LENDER" WELLS FARGO BANK, NATIONAL ASSOCIATION 333 South Grand Ave., 9"' Floor Los Angeles, CA 90071 Attn: Dovie M. Kapoh Loan No. provided, however, any party shall have the right to change its address for notice hereunder by the giving of written notice thereof to the other party in the manner set forth in this Agreement; and 6.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument; and 6.4 Remedies Cumulative. All rights of Lender herein to collect rents on behalf of Lessor under the Lease are cumulative and shall be in addition to any and all other rights and remedies provided by law and by other agreements between Lender and Lessor or others; and 6.5 Para ra h Headin s. Paragraph headings in this Agreement are for convenience only and are not to be construed as part of this Agreement or in any way limiting or applying the provisions hereof. INCORPORATION. Exhibit A and Lease Guarantor's Consent (if any) are attached hereto and incorporated herein by this reference. CrDOCUME-1lrmryek %LOCALS -1\Temp1SNDA WHer . Exact Soft* o doc WFRE19 (REV 7197) Page 4 Description : Orange ,CA Documen t -Year . DocID 2003 .774979 Page: 4 of 12 Order : 2409626 Comment: Loan No. 2713TZL IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO. "OWNER" MULLROCK 1-7777, LLC, a Delaware limited liability company By: Its: PZ t 6 n t "LENDER" WELLS FARGO BANK, NATIONAL ASSOCIATION By: Sean ahon Its: Vice President "LESSEE" EXACT SOFTWARE NORTH AMERICA, INC., an Ohio rporatlon By: Its:IA (ALL SIGNATURES MUST BE ACKNOWLEDGED) C %DOCUME-1 ievnyek%LOCALS-11Temp%SNDA Muller - Exec) Software doc WFRE19 (REV 7197) Page 5 '1 -A % sere ices Description : Orange,CA Document -Year .DoclD 2003 .774979 Page: 5 of 12 Order : 2409626 Comment: 0 0 EXHIBIT A Loan No. DESCRIPTION OF PROPERTY EXHIBIT A to Subordination Agreement; Acknowledgment of Lease Assignment, Estoppel, Attornment and Non-Disturbance Agreement, executed by MULLROCK 1-7777, LLC, a Delaware limited liability company as "Owner", EXACT SOFTWARE NORTH AMERICA, INC., an Ohio corporation, as "Lessee", and WELLS FARGO BANK, NATIONAL ASSOCIATION, as "Lender' All that certain real property located in the County of Orange, State of California, described as follows: APN Parcel A: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 14. TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 51 PAGE 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL I OF PARCEL MAP NO. 79-685, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 31, 32 AND 33 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM THE PORTION OF SAID LAND INCLUDED IN THE EAST HALF OF SAID NORTHWEST QWARTER, ALL WATER, WATER RIGHTS, OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFTEY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS RESERVED IN THE DEED FROM JODA SORK AND WIFE TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 14, 1959 IN BOOK 4879 PAGE 19 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, ONE-HALF OF ALL MINERAL, OIL, GAS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, FOR A PERIOD OF 15 YEARS, OR UPON THE DEATH OF THE LAST SURVIOR OF RALEIGH CLANTON AND GRACE M. M. CLANTON, HUSBAND AND WIFE, WHICHEVER EVENT FIRST OCCURS, TOGETHER WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE C =COME-1WvnyAAL0CALS-1%Temp1SNDA M,A1 - Exact Salt%we doc WFRE19 l REV 7197) Page 6 Description : Orange , CA Document-Year. DocZD 2003 .774979 Page :6 of 12 order : 2409626 Comment:' EXHIBIT A Loan No. PURPOSE OF PROSPECTING FOR, DEVELOPING AND PRODUCING SAID SUBSTANCES, AS RESERVED IN THE DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON, TO SAM KIYOHIDE AIHARA AND FUMI AIHARA, HUSBAND AND WIFE, RECORDED JANUARY 5,1956 IN BOOK 3341 PAGE 329 OF OFFICAL RECORDS. NOTE: THE RIGHT TO DRILL WELLS, TUNNELS, SHAFTS, EXPLORE, ETC., TO THE SURFACE OR UPPER 100 FEET OF THE SUBSURFACE, WERE REUNQUISED TO THE STATE OF CALIFORNIA BY QUITCLAIM DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON RECORDED NOVEMBER 22, 1960 IN BOOK 5518 PAGE 590 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, THE REMAIDER OF ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR, AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH THE EXTERIOR LIMITS THEREOF, AND TO REDRILL , RETUNNEL , EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LAND, AS RESERVED IN THE DEED FROM SAM KIYOHIDE AIHARA AND FUMI AIHARA TO THE STATE OF CALIFORNIA, RECORDED NOVEMBER 22,1960 IN BOOK 5518 PAGE 586 OF OFFICIAL RECORDS. PARCEL B: A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND PARKING OF MOTOR VEHICLES AND FOR THE INGRESS AND EGRESS OF PEDESTRIANS AS SAID EASEMENT IS SET FORTH IN SECTION 4.6 OF THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT RECORDED MAY 4, 1976 IN BOOK 11726 PAGE 752 OF OFFICIAL RECORDS, AS AMENDED BY INSTRUMENTS RECORDED OCTOBER 18, 1976 IN BOOK 11927 PAGE 1037 OF OFFICIAL RECORDS AND MARCH 6, 1979 IN BOOK 13057 PAGE 1890 OF OFFICIAL RECORDS. C 1DO00ME-1VevnyekL.OCALS-11Temp1SNDA MjAer - Exact So1N+ere doe WFRE19 (REV 7197) Page 7 Description : Orange ,CA Document -Year .DoclD 2003 .774979 Page : 7 of 12 nrrlwr : 2409626 Comment: 0 STATE OF OHIO COUNTY OF MARION SS. • On this day of May, 2003, before me a otary publ 'c in and for the State of Ohio, personally appeared S ersonally known-to me -bo be the person whose name is subscribed to the within instrumenbcand acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person acted , executed the instrument. WITNESS my hand and official seal Signature My commission expires S `3 ' C34 8 ,,,,, BARBARA h. DICKASON = Notary -uhht. Stele of Ohio My Commission Explrsse '// I, -.11111110 1lH `,`\ Description : Orange , CA Document -Year . DoclD 2003 . 774979 Page: 8 of 12 Order : 2409626 Cooent: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: BARBARA A. DICKSON DATE COMMISSION EXPIRES: APRIL 3, 2008 COMMISSION NUMBER: VENDOR NUMBER: COUNTY WHERE BOND IS FILED: MARION, OH EXECUTED AT IRVINE, CALIFORNIA ON THIS I" day of July, 2003 L ITLE ASSISTANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year .DocID 2003.774979 Page: 9 of 12 Order : 2409626 Comment: i STATE OF (20ALl COUNTY OF O14 On /)7 S , 2003, before public, personally appeared &iJ . • e, a notary I Ica eK personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my h d and official seal. GCS (Official Seal) JOAN SLADEK Commis don # 12SSd1 Nofollt fVbl C - CdMft Olm+pe Cour fir *Cartt11 ,90WM0r31.2M4 STATE OF CALIfORN%R )ss. COUNTY OF S 4 ) On l0 a 610. P P. .irkl I15 a notary public, personally appeared personally known to me to be the person(.$ whose name(s) is/are subscribed to the within instrument and acknowledged to me that heWwAiw, executed the same in his/her/t64 authorized capacity, and that by him signature4$ on the instrument the person(o) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. (Official Seal) , 20030 efo e me, Description: Orange,CA Document-Year.DocID 2003.774979 Page: 10 of 12 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: JOAN SLADEK DATE COMMISSION EXPIRES: MARCH 31, 2004 COMMISSION NUMBER: 125504 VENDOR NUMBER: NNA1 COUNTY WHERE BOND IS FILED: Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS 1" day of July, 2003 TLE ASSISTANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year.DocID 2003 .774979 Page : 11 of 12 Order : 2409626 Comment: 0 I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: PATRICIA D. PERKINS DATE COMMISSION EXPIRES: NOV 22, 2004 COMMISSION NUMBER: 1284275 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: LOS ANGELES EXECUTED AT IRVINE, CALIFORNIA ON THIS I" day of July, 2003 T E A SISTANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year .DocID 2003.774979 Page : 12 of 12 Order : 2409626 Comment: 0 hL!,.Ul;ULJ Ar THE REQUEST OF CHICAGO TITLE COMPANY AND WHEN RECORDED MAIL TO: WELLS FARGO BANK, NATIONAL ASSOCIATION 333 S. Grand Ave., 9th Floor Los Angeles, CA 90071 Attn: Dovie M. Kapoh Loan No. 0 Recorded In Official Records, County of Orange Tom Daly, Clerk -Recorder l IIIIIIIIIIIIIII IIllIll IIIIIIIlllHllllfl IllllQil ll 28.00 2003000774980 04:OOpm 07/01/03 10028 S13 12 0 00 0 00 0.00 0.00 22.00 0.00 0 00 0.00 SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT (Lease To Deed of Trust) )0 NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT ("Agreement') is made April 17, 2003 by and between MULLROCK 1-7777, LLC, a Delaware limited liability company ("Owner"), AAMES CORPORATION, a California corporation , dba:iQue 011i A -4 --- R --1- i ding ("Lessee") and WELLS FARGO BANK, NAT NAL ASSOCIATION ("Lender"). /- RECITALS nA. Pursuant to the terms and provisions of a/leaserCeudatedoraDec mber 8, 1998 and First Amendment dated February 8, 2002 (collectively referred to as the "Lease"), Owner, as "Lessor", granted to Lessee a leasehold estate in and to a portion of the property described on Exhibit A attached hereto and incorporated herein by this reference (which property, together with all improvements now or hereafter located on the property, is defined as the "Property"). B. Intentionally deleted C Owner has executed, or proposes to execute, a deed of trust with absolute assignment of leases and rents, security agreement and fixture filing ("Deed of Trust') secunng, among other things, a promissory note ("Note") in favor of Lender, which Note is payable with Interest and upon the terms and conditions described therein ("Loan"). The Deed of Trust is to be recorded concurrently herewith. D. As a condition to making the Loan secured by the Deed of Trust, Lender requires that the Deed of Trust be unconditionally and at all times remain a lien on the Property, prior and superior to all the rights of Lessee under the Lease and that the Lessee specifically and unconditionally subordinate the Lease to the lien of the Deed of Trust. E. Owner and Lessee have agreed to the subordination , attomment and other agreements herein in favor of Lender. NOW THEREFORE, for valuable consideration and to induce Lender to make the Loan, Owner and Lessee hereby agree for the benefit of Lender as follows: C 1DOCUME-IVGvrVeMLOCALS-11Temp(SNDA Wier • Aarnes Funding doe WFRE19 (REV 7/97) Page 1 Description : Orange , CA Document -Year . DoCID 2003 .774980 Page: 1 of 12 Order : 2409626 Comment: Loan No. 2713TZL 1. SUBORDINATION. Owner and Lessee hereby agree that 1.1 Prior Lien. The Deed of Trust securing the Note in favor of Lender, and any modifications, renewals or extensions thereof , shall unconditionally be and at all times remain a lien on the Property prior and superior to the Lease; 1.2 Subordination. Lender would not make the Loan without this agreement to subordinate; and 1.3 Whole A ree ent. This Agreement shall be the whole agreement and only agreement with regard to the subordination of the Lease to the lien of the Deed of Trust and shall supersede and cancel, but only insofar as would affect the priority between the Deed of Trust and the Lease, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease which provide for the subordination of the Lease to a deed or deeds of trust or to a mortgage or mortgages. AND FURTHER, Lessee individually declares, agrees and acknowledges for the benefit of Lender, that: 1.4 Use of Proceeds . Lender, in making disbursements pursuant to the Note, the Deed of Trust or any loan agreements with respect to the Property , is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat this agreement to subordinate in whole or in part 1.5 Waiver Relin uishment and Subordinatio . Lessee intentionally and unconditionally waives, relinquishes and subordinates all of Lessee's right, title and interest in and to the Property to the lien of the Deed of Trust and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, specific loans and advances are being and will be made by Lender and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination. 2. ASSIGNMENT. Lessee acknowledges and consents to the assignment of the Lease by Lessor in favor of Lender. 3 ADDITIONAL AGREEMENTS. Lessee covenants and agrees that, during all such times as Lender is the Beneficiary under the Deed of Trust: ' 3.1 Modification Termination and Cancellation . Lessee will not consent to any modification, amendment, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent and will not make any payment to Lessor in consideration of any modification, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent; 3.2 Notice of Default Lessee will notify Lender in writing concurrently with any notice given to Lessor of any default by Lessor under the Lease, and Lessee agrees that Lender has the right (but not the obligation) to cure any breach or default specified in such notice within the time periods set forth below and Lessee will not declare a default of the Lease, as to Lender, if Lender cures such default within fifteen (15) days from and after the expiration of the time period provided in the Lease for the cure thereof by Lessor, rov ded, however, that if such default cannot with diligence be cured by Lender within such fifteen (15) day period, the commencement of action by Lender within such fifteen (15) day period to remedy the same shall be deemed sufficient so long as Lender pursues such cure with diligence; 3.3 No Advance Rents. Lessee will make no payments or prepayments of rent more than one (1) month in advance of the time when the same become due under the Lease; and 3.4 Asst nment of Rents. Upon receipt by Lessee of written notice from Lender that Lender has elected to terminate the license granted to Lessor to collect rents, as provided in the Deed of Trust, and directing the CIDOCUME-1lrovnyaMLOCALS-1\Temp1SNOA MuUer . Aames Funding doc WFREI9 (REV 7197) Page 2 Description : Orange ,CA Document -Year .DocID 2003 .774980 Page: 2 of 12 Order : 2409626 Comment: Loan No. 2713TZL payment of rents by Lessee to Lender, Lessee shall comply with such direction to pay and shall not be required to determine whether Lessor is in default under the Loan and/or the Deed of Trust. 4. ATTORNMENT. Lessee agrees for the benefit of Lender (including for this purpose any transferee of Lender or any transferee of Lessor's title in and to the Property by Lender's exercise of the remedy of sale by foreclosure under the Deed of Trust) as follows: 4.1 Pa ment of Rent. Lessee shall pay to Lender all rental payments required to be made by Lessee pursuant to the terms of the Lease for the duration of the term of the Lease; 4.2 Continuation of Performance. Lessee shall be bound to Lender in accordance with all of the provisions of the Lease for the balance of the term thereof, and Lessee hereby attoms to Lender as its landlord, such attomment to be effective and self-operative without the execution of any further Instrument immediately upon Lender succeeding to Lessor's interest in the Lease and giving written notice thereof to Lessee; 4.3 No Offset. Lender shall not be liable for, nor subject to, any offsets or defenses which Lessee may have by reason of any act or omission of Lessor under the Lease, nor for the return of any sums which Lessee may have paid to Lessor under the Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Lessor to Lender; and 4.4 Subse uent Transfer. If Lender, by succeeding to the interest of Lessor under the Lease, should become obligated to perform the covenants of Lessor thereunder, then, upon any further transfer of Lessor's interest by Lender, all of such obligations shall terminate as to Lender. 5. NON-DISTURBANCE. In the event of a foreclosure under the Deed of Trust, so long as there shall then exist no breach, default, or event of default on the part of Lessee under the Lease, Lender agrees for itself and its successors and assigns that the leasehold interest of Lessee under the Lease shall not be extinguished or terminated by reason of such foreclosure, but rather the Lease shall continue in full force and effect and Lender shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the Lease except as modified by this Agreement; provided, however, that Lessee and Lender agree that the following provisions of the Lease (if any) shall not be binding on Lender. any option to purchase with respect to the Property; any right of first refusal with respect to the Property; any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the terms of the Deed of Trust. 6. MISCELLANEOUS. 6.1 Helrs Successors Assl ns and Transferees . The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the parties hereto; and 6.2 Notices . All notices or other communications required or permitted to be given pursuant to the provisions hereof shall be deemed served upon delivery or, if mailed, upon the first to occur of receipt or the expiration of three (3) days after deposit in United States Postal Service, certified mail, postage prepaid and addressed to the address of Lessee or Lender appearing below: C %DOCUME-1Yo LLOCALS-1\Temp(SNDA Mi11et - Aamee Fuiduq doeWFREI9 (REV 7197) Page 3 Description: Orange,CA Document -Year.DocID 2003 .774980 Page: 3 of 12 Order : 2409626 Cement: • Loan No. 2713TZL "OWNER" MULLROCK 1-7777, LLC c/o The Muller Company 23521 Paseo do Valencia, Suite 200 Laguna Hills, CA 92653 "LESSEE" AAMES CAPITAL CORPORATION, dba: ONE STOP MORTGAGE 7777 Center Avenue, Suite 260 Huntington Beach, CA 92647 With a copy to: One Stop Mortgage Attn : Legal Department 3347 Michelson Drive, #300 Irvine, CA 92612 "LENDER" WELLS FARGO BANK, NATIONAL ASSOCIATION 333 South Grand Ave., 9t' Floor Los Angeles, CA 90071 Attn: Dovie M. Kapoh Loan No. rop vided, however, any party shall have the right to change its address for notice hereunder by the giving of written notice thereof to the other party in the manner set forth in this Agreement; and 6.3 Counterparts. This Agreement may be executed In two or more counterparts, each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument; and 6.4 Remedies Cumulative. All rights of Lender herein to collect rents on behalf of Lessor under the Lease are cumulative and shall be in addition to any and all other rights and remedies provided by law and by other agreements between Lender and Lessor or others; and 6.5 Para ra h Headin s. Paragraph headings in this Agreement are for convenience only and are not to be construed as part of this Agreement or-in any way limiting or applying the provisions hereof. INCORPORATION. Exhibit A and Lease Guarantor's Consent (if any) are attached hereto and incorporated herein by this reference. C OOCUME-lVevny ALOCALS-l%Temp%SNDA Muller -Aamea Fund n doc WFRE19 (REV 7197) Page 4 Description : Orange ,CA Document -Year .DocID 2003 .774980 Page: 4 of 12 Order : 2409626 Comment: Loan No. 2713TZL IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO. "OWNER" MULLROCK 1-7777, LLC, a Delaware limited liability company By* V Its: / I11AN" "LENDER" "LESSEE" AAMES L CORPORATION, a California corporation dba: - By:C? Its: (ALL SIGNATURES MUST BE ACKNOWLEDGED) C IDOCUME-lVowWoMLOCALS-1\7emp1,SNDA Muller- Mmes Fundr g doc WFRE19 (REV 7197) Page 5 WELLS FARGO BANK, NATIONAL ASSOCIATION By: Sean n Its: Vice President Description : Orange ,CA Document -Year .DocZD 2003.774980 Page: 5 of 12 Order : 2409626 Comment: EXHIBIT A Loan No. DESCRIPTION OF PROPERTY EXHIBIT A to Subordination Agreement; Acknowledgment of Lease Assignment, Estoppel, Attornment and Non-Disturbance Agreement, executed by MULLROCK 1-7777, LLC, a Delaware limited liability company as "Owner AAMES CAPITAL CORPORATION, a California corporation, dba: One Stop Funding, as "Lessee", and WELLS FARGO BANK, NATIONAL ASSOCIATION, as "Lender". All that certain real property located in the County of Orange, State of California, described as follows: APN Parcel A: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 14. TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 51 PAGE 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL I OF PARCEL MAP NO. 79-686, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 31, 32 AND 33 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM THE PORTION OF SAID LAND INCLUDED IN THE EAST HALF OF SAID NORTHWEST QWARTER, ALL WATER, WATER RIGHTS, OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH , RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFTEY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS RESERVED IN THE DEED FROM JODA SORK AND WIFE TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 14,1959 IN BOOK 4879 PAGE 19 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN , INCLUDED IN THE ABOVE DESCRIPTION , ONE-HALF OF ALL MINERAL, OIL, GAS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, FOR A PERIOD OF 15 YEARS, OR UPON THE DEATH OF THE LAST SURVIOR OF RALEIGH CLANTON AND GRACE M. M. CLANTON, HUSBAND AND WIFE, WHICHEVER EVENT FIRST OCCURS, TOGETHER WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE C 1DO00ME-tYewiyaklLOCALS-11Temp%SNOA Molter- Aame, Fording doe WFRE19 (REV 7/97) Page 6 Description : Orange ,CA Document -Year .DocID 2003 .774980 Page: 6 of 12 nrrfor [ 2409626 Coamment: EXHIBIT A Loan No. PURPOSE OF PROSPECTING FOR, DEVELOPING AND PRODUCING SAID SUBSTANCES, AS RESERVED IN THE DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON, TO SAM KIYOHIDE AIHARA AND FUMI AIHARA, HUSBAND AND WIFE, RECORDED JANUARY 5,1956 IN BOOK 3341 PAGE 329 OF OFFICAL RECORDS. NOTE: THE RIGHT TO DRILL WELLS, TUNNELS, SHAFTS, EXPLORE, ETC., TO THE SURFACE OR UPPER 100 FEET OF THE SUBSURFACE, WERE RELINQUISED TO THE STATE OF CALIFORNIA BY QUITCLAIM DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON RECORDED NOVEMBER 22,1960 IN BOOK 5518 PAGE 590 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, THE REMAIDER OF ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR, AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS' INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT , THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LAND, AS RESERVED IN THE DEED FROM SAM KIYOHIDE AIHARA AND FUMI AIHARA TO THE STATE OF CALIFORNIA, RECORDED NOVEMBER 22, 1960 IN BOOK 5518 PAGE 586 OF OFFICIAL RECORDS. PARCEL B: A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND PARKING OF MOTOR VEHICLES AND FOR THE INGRESS AND EGRESS OF PEDESTRIANS AS SAID EASEMENT IS SET FORTH IN SECTION 4.6 OF THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT RECORDED MAY 4,1976 IN BOOK 11726 PAGE 752 OF OFFICIAL RECORDS, AS AMENDED BY INSTRUMENTS RECORDED OCTOBER 18, 1976 IN BOOK 11927 PAGE 1037 OF OFFICIAL RECORDS AND MARCH 6, 1979 IN BOOK 13057 PAGE 1890 OF OFFICIAL RECORDS. C'\DOCUME-14evnyaMLOCALS-11Temp1SNDA Molter - Aames Fundtrg doc WFRE19 (REV 7)97) Page 7 Description : Orange ,CA Doci-ent -Year .DocID2003.774980 Page : 7 of 12 Order : 2409626 Comment: STATE OF CALIFORNIA COUNTY OF CO 'UrsuTS' so- On this aKday of < ( , 2003, before me, a Notary Public in and for the State of California, personally appeared - M • ,r personally known to me ( en to be the person(s) whose name(s) isfece subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/hef/their authorized capacity(ies), and that by his/he Itleir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal Signature G4+4-9 My commission expires a 2)Vo3 C VDOCUME-1VewyddLOCALS-1\Tem"NDA Mullet • Aamss Funding dcc WFRE19 (REV 7197) SANDRA SO RANIS Cen Tdu ion• 1240527 Nary Pub1b - Caowft Los AnptlWCount, Coma Nov 2O Description: Orange ,CA Document-Year .DocID 2003.774980 Page: 8 of 12 Order: 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: SANDRA SOBERANIS DATE COMMISSION EXPIRES : NOV. 2, 2003 COMMISSION NUMBER: 1240527 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: LOS ANGELES EXECUTED AT IRVINE, CALIFORNIA ON THIS I" day of July, 2003 L ITLE SSISTAN CHICAGO TITLE COMPANY Description : Orange , CA Document -Year .DoclD 2003 .774980 Page: 9 of 12 Order : 2409626 Comment: STATE OF L- 1 Z'IC, ) _ )ss. COUNTY OF 1 On Pr , ` . f}1 Ly/C-2003, before me f CiJ a notary public, personally appeared / LL ' personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my h d and official seal. (Official Seal) JOAN SLADEIC Comm" on # 1255 $ NotCry Public - CoMxr is t]wnge Cow" hVcmme"wmcr31,31n/ STATE OF C4UF 0 RV1,V COUNTY OF "-A4 1-49 )ss. On "J Gl ib e, I o , 2003 before me,?&';&A.2)-) rk"i fs a notary public, personally appeared rsonally known to me to be the person($ whose name(s) is/we subscribed to the within instrument and acknowledged to me that he/eho!thW executed the same in his/F their authorized capacity("&), and that by him signature( on the instrument the person(.or the entity upon behalf of which the person4e4 acted, executed the instrument. Witness my hand a official seal. (Official Seal) PA1:41CI' D. ,PT ?KIC No-zy IN N& Los , bee C. "Ttt; hCytaorrY.iq+s It r. 2l 7txrE Description : Orange , CA Docent -Year .DocZD 2003 .774980 Page : 10 of 12 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: JOAN SLADEK DATE COMMISSION EXPIRES: MARCH 31, 2004 COMMISSION NUMBER: 125504 VENDOR NUMBER: NNA I COUNTY WHERE BOND IS FILED: Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS I" day of July, 2 (J A TLE A SISTANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -year .DocID 2003.774980 Page : 11 of 12 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: PATRICIA D. PERKINS DATE COMMISSION EXPIRES: NOV 22, 2004 COMMISSION NUMBER: 1284275 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED : LOS ANGELES EXECUTED AT IRVINE, CALIFORNIA ON THIS I" d y of July, 2003 LEA SISTANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year .DocID 2003.774980 Page: 12 of 12 Order : 2409626 Comment: • RECORDED AT THE REQUEST OF CHICAGO TITLE COMPANY AND WHEN RECORDED MAIL TO: WELLS FARGO BANK, NATIONAL ASSOCIATION 333 S. Grand Ave., 9w Floor Los Angeles, CA 90071 Attn: Dovie M. Kapoh Loan No. • Recorded In Official Records , County of Orange Tom Daly, Clerk-Recorder IIIIVIIIIIIIIIIIIIIVIIIVIIIVVIIIIVIIIIVVVIIIVIVI 28.00 2003000774981 04:OOpm 07/01/03 1002851312 0 00 0 00 0.00 0.00 22.00 0.00 0 00 0.00 SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT (Lease To Deed of Trust) NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT ("Agreement") is made April 17, 2003 by and between MULLROCK 1-7777, LLC, a Delaware limited liability company ("Owner") DISCOVERY ESCROW COMPANY, a California corporation ("Lessee") and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender") RECITALS A. Pursuant to the terms and provisions of easedatedrDember 8, 1998 ("Lease"), Owner, as "Lessor", granted to Lessee a leasehold estate in and to a portion of the property described on Exhibit A attached hereto and incorporated herein by this reference (which property, together with all improvements now or hereafter located on the property, is defined as the "Property"). B. Intentionally deleted C. Owner has executed, or proposes to execute, a deed of trust with absolute assignment of leases and rents, security agreement and fixture filing ("Deed of Trust") securing, among other things, a promissory note ("Note") in favor of Lender, which Note is payable with interest and upon the terms and conditions described therein ("Loan") The Deed of Trust is to be recorded concurrently herewith D. As a condition to making the Loan secured by the Deed of Trust, Lender requires that the Deed of Trust be unconditionally and at all times remain a lien on the Property, prior and superior to all the rights of Lessee under the Lease and that the Lessee specifically and unconditionally subordinate the Lease to the lien of the Deed of Trust. E. Owner and Lessee have agreed to the subordination, attornment and other agreements herein in favor of Lender NOW THEREFORE, for valuable consideration and to induce Lender to make the Loan, Owner and Lessee hereby agree for the benefit of Lender as follows: C 1DDCUME-1 YsmyakLLOCALS-11Temp1SNDA Muller - Discovery Escrow doc WFRE19 (REV 7197) Page 1 Description : Orange ,CA Document-Year . DocID 2003.774981 Page: 1 of 12 Order: 2409626 Comment: Loan No. 2713TZL 1. SUBORDINATION . Owner and Lessee hereby agree that: 1.1 Prior Lien. The Deed of Trust securing the Note in favor of Lender, and any modifications, renewals or extensions thereof, shall unconditionally be and at all times remain a lien on the Property prior and superior to the Lease; 1.2 Subordination. Lender would not make the Loan without this agreement to subordinate; and 1 3 Whole A reement. This Agreement shall be the whole agreement and only agreement with regard to the - subordination of the Lease to the lien of the Deed of Trust and shall supersede and cancel, but only insofar as would affect the priority between the Deed of Trust and the Lease, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease which provide for the subordination of the Lease to a deed or deeds of trust or to a mortgage or mortgages. AND FURTHER, Lessee individually declares, agrees and acknowledges for the benefit of Lender, that: 1.4 U e of Proce s. Lender, in making disbursements pursuant to the Note, the Deed of Trust or any loan agreements with respect to the Property, is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat this agreement to subordinate in whole or in part; 1.5 Waiver Relin uishment and Subordination. Lessee intentionally and unconditionally waives, relinquishes and subordinates all of Lessee 's right, title and interest in and to the Property to the lien of the Deed of Trust and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, specific loans and advances are being and will be made by Lender and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination. 2. ASSIGNMENT. Lessee acknowledges and consents to the assignment of the Lease by Lessor in favor of Lender. 3. ADDITIONAL AGREEMENTS. Lessee covenants and agrees that, during all such times as Lender is the Beneficiary under the Deed of Trust: 3.1 Modifl Ion Termination and Cancellation. Lessee will not consent to any modification, amendment, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent and will not make any payment to Lessor in consideration of any modification, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent; 3.2 Notice of Default. Lessee will notify Lender in writing concurrently with any notice given to Lessor of any default by Lessor under the Lease, and Lessee agrees that Lender has the right (but not the obligation) to cure any breach or default specified in such notice within the time periods set forth below and Lessee will not declare a default of the Lease , as to Lender, if Lender cures such default within fifteen (15) days from and after the expiration of the time period provided in the Lease for the cure thereof by Lessor; provided, however, that if such default cannot with diligence be cured by Lender within such fifteen (15) day period, the commencement of action by Lender within such fifteen (15) day period to remedy the same shall be deemed sufficient so long as Lender pursues such cure with diligence; 3.3 No Advance Rents. Lessee will make no payments or prepayments of rent more than one (1) month in advance of the time when the same become due under the Lease; and 3.4 Assl nment of Rents. Upon receipt by Lessee of written notice from Lender that Lender has elected to terminate the license granted to Lessor to collect rents, as provided in the Deed of Trust, and directing the C 100CUME-1Vevnyel %LOCALS-1VTemppSNOA M,la -Discovery Escrow doa WFRE19 (REV 7197) Page 2 Description : Orange , CA Document -Year . DocID 2003 .774981 Page: 2 of 12 nrdar: 2409626 Comment: Loan No. 2713TZL payment of rents by Lessee to Lender, Lessee shall comply with such direction to pay and shall not be required to determine whether Lessor is in default under the Loan and/or the Deed of Trust. 4. ATTORNMENT . Lessee agrees for the benefit of Lender (including for this purpose any transferee of Lender or any transferee of Lessor's title in and to the Property by Lender's exercise of the remedy of sale by foreclosure under the Deed of Trust) as follows: 4.1 Pa ment of Rent. Lessee shall pay to Lender all rental payments required to be made by Lessee pursuant to the terms of the Lease for the duration of the term of the Lease; 4.2 Continuation of Performance. Lessee shall be bound to Lender in accordance with all of the provisions of the Lease for the balance of the term thereof, and Lessee hereby attoms to Lender as its landlord, such attomment to be effective and self-operative without the execution of any further instrument immediately upon Lender succeeding to Lessor's interest in the Lease and giving written notice thereof to Lessee, 4.3 No Offset. Lender shall not be liable for, nor subject to, any offsets or defenses which Lessee may have by reason of any act or omission of Lessor under the Lease, nor for the return of any sums which Lessee may have paid to Lessor under the Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Lessor to Lender; and 4.4 Subse uent Transfer. If Lender, by succeeding to the interest of Lessor under the Lease, should become obligated to perform the covenants of Lessor thereunder, then, upon any further transfer of Lessor's interest by Lender, all of such obligations shall terminate as to Lender. 5. NON-DISTURBANCE. In the event of a foreclosure under the Deed of Trust, so long as there shall then exist no breach, default, or event of default on the part of Lessee under the Lease, Lender agrees for itself and its successors and assigns that the leasehold interest of Lessee under the Lease shall not be extinguished or terminated by reason of such foreclosure, but rather the Lease shall continue in full force and effect and Lender shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the Lease except as modified by this Agreement; provided, however, that Lessee and Lender agree that the following provisions of the Lease (if any) shall not be binding on Lender: any option to purchase with respect to the Property; any right of first refusal with respect to the Property; any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the terms of the Deed of Trust 6. MISCELLANEOUS. 6.1 Helrs Successors Assi ns and Transferees. The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the parties hereto; and 6.2 Notices. All notices or other communications required or permitted to be given pursuant to the provisions hereof shall be deemed served upon delivery or, if mailed, upon the first to occur of receipt or the expiration of three (3) days after deposit in United States Postal Service, certified mail, postage prepaid and addressed to the address of Lessee or Lender appearing below: C %DOCUME-1Ver'yeMLOCALS-1\TemWSNDA Muller - Discovery Escrow doc WFRE19 (REV 7197) Page 3 Description: Orange,CA Doc ument -Year.DocID 2003.774981 Page : 3 of 12 Order: 2409626 Convent: Loan No. 2713TZL "OWNER" "LENDER" MULLROCK 1-7777, LLC WELLS FARGO BANK, NATIONAL ASSOCIATION do The Muller Company 333 South Grand Ave., 9"' Floor 23521 Paseo do Valencia , Suite 200 Los Angeles, CA 90071 Laguna Hills, CA 92653 Attn: Dovie M. Kapoh Loan No. "LESSEE" DISCOVERY ESCROW COMPANY 7777 Center Ave., Suite 440 Huntington Beach, CA 92647 provided, however, any party shall have the right to change its address for notice hereunder by the giving of written notice thereof to the other party in the manner set forth in this Agreement; and 6.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument; and 6.4 Remedies Cumulative . All rights of Lender herein to collect rents on behalf of Lessor under the Lease are cumulative and shall be in addition to any and all other rights and remedies provided by law and by other agreements between Lender and Lessor or others; and 6.5 Para ra h Headin s. Paragraph headings in this Agreement are for convenience only and are not to be construed as part of this Agreement or in any way limiting or applying the provisions hereof. INCORPORATION . Exhibit A and Lease Guarantor's Consent (if any) are attached hereto and incorporated herein by this reference. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO. "OWNER" C 1D000ME-1YewryeMLOCALS-1\Temp1SNDA M,dle - Discovery Escrow doc WFRE19 (REV 7197) MULLROCK 1-7777, LLC, a Delaware limited liability company By- Its: pb iz/ /Yloyh Page 4 Description : Orange ,CA Document -Year .DocID 2003.774981 Page : 4 of 12 Order: 2409626 Comment: •• Loan No. 2713TZL "LENDER" WELLS FARGO BANK, NATIONAL ASSOCIATION By: Sean Mahon Its: Vice President "LESSEE" DISCOVERY ESCROW COMPANY, a California corporation By: 7 Its: P7 ' 5 (ALL SIGNATURES MUST BE ACKNOWLEDGED) C 1000UME-1lrovnyaMLOCALS-11Temp1SN0A MWbr - Oaoovary Ewow Doc WFRE19 (REV 7197) Page 5 Description: Orange, CA Doclmzent-Year.DocID 2003.774981 Page: 5 of 12 Order: 2409626 Comment: EXHIBIT A Loan No DESCRIPTION OF PROPERTY EXHIBIT A to Subordination Agreement; Acknowledgment of Lease Assignment, Estoppel, Attornnient and Non-Disturbance Agreement, executed by MULLROCK 1-7777, LLC, a Delaware limited liability company as "Owner DISCOVERY ESCROW COMPANY, a California corporation, as "Lessee", and WELLS FARGO BANK, NATIONAL ASSOCIATION, as "Lender". All that certain real property located in the County of Orange, State of California, described as follows: APN Parcel A: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 14. TOWNSHIP 5 SOUTH , RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 51 PAGE 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL I OF PARCEL MAP NO. 79-685, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 31, 32 AND 33 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM THE PORTION OF SAID LAND INCLUDED IN THE EAST HALF OF SAID NORTHWEST QWARTER, ALL WATER, WATER RIGHTS, OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFTEY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS RESERVED IN THE DEED FROM JODA SORK AND WIFE TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 14,1959 IN BOOK 4879 PAGE 19 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN , INCLUDED IN THE ABOVE DESCRIPTION , ONE-HALF OF ALL MINERAL, OIL, GAS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, FOR A PERIOD OF 15 YEARS , OR UPON THE DEATH OF THE LAST SURVIOR OF RALEIGH CLANTON AND GRACE M. M. CLANTON, HUSBAND AND WIFE, WHICHEVER EVENT FIRST OCCURS, TOGETHER WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE C XDOCUME-1Vevnyak{LOCALS-1\Temp\SNDA Mutler - Dmzwmy Escrow doc VVFRE18 (REV 1187) Page 6 Description : Orange ,CA Document -Year .DocID 2003 .774981 Page: 6 of 12 Order : 2409626 Comment: EXHIBIT A Loan No PURPOSE OF PROSPECTING FOR, DEVELOPING AND PRODUCING SAID SUBSTANCES, AS RESERVED IN THE DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON, TO SAM KIYOHIDE AIHARA AND FUMI AIHARA, HUSBAND AND WIFE, RECORDED JANUARY 5, 1956 IN BOOK 3341 PAGE 329 OF OFFICAL RECORDS. NOTE: THE RIGHT TO DRILL WELLS, TUNNELS, SHAFTS, EXPLORE, ETC., TO THE SURFACE OR UPPER 100 FEET OF THE SUBSURFACE, WERE RELINQUISED TO THE STATE OF CALIFORNIA BY QUITCLAIM DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON RECORDED NOVEMBER 22,1960 IN BOOK 5518 PAGE 590 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, THE REMAIDER OF ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR, AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LAND, AS RESERVED IN THE DEED FROM SAM KIYOHIDE AIHARA AND FUMI AIHARA TO THE STATE OF CALIFORNIA, RECORDED NOVEMBER 22,1960 IN BOOK 5518 PAGE 586 OF OFFICIAL RECORDS. PARCEL B: A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND PARKING OF MOTOR VEHICLES AND FOR THE INGRESS AND EGRESS OF PEDESTRIANS AS SAID EASEMENT IS SET FORTH IN SECTION 4.6 OF THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT RECORDED MAY 4,1976 IN BOOK 11726 PAGE 752 OF OFFICIAL RECORDS, AS AMENDED BY INSTRUMENTS RECORDED OCTOBER 18,1976 IN BOOK 11927 PAGE 1037 OF OFFICIAL RECORDS AND MARCH 6, 1979 IN BOOK 13057 PAGE 1890 OF OFFICIAL RECORDS. C %DOCUME-1bewry LOCALS-11Tamp1SNDA Moiler - Dumrery Bow docVYFRE19 (REV7197) Page 7 Description : Orange , CA Document -Year .DoclD 2003. 774981 Page: 7 of 12 nr,4 ar • 2409626 Comment: STATE OF CALIFORNIA COUNTY OF CO- `'L Ss. On this. {day of J r 1/ , 2003, before me, (u qi C $ • `-' l VC K, a Notary Public in and for the State of California, personally appeared 1 av\ personalty known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand / d official seal Signature My commission expires G - Gl 4 C 1D000ME-1VsvnyeMLOCALS-11Temp6SNDA Muter- Mwvary Esaow doe WFRE19 (REV 7 T) LAURIE J. ORR ; COMM. # 1362241 NOTARY PUBLIC-CALIFORNIA ORANGE COUNTY QCOMM. EXP. JUNE 25, 2006^+ Description: Orange,CA Document-Year.DocID 2003.774981 Page: 8 of 12 Order: 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: LAURIE J. ORR DATE COMMISSION EXPIRES: JUNE 25, 2006 COMMISSION NUMBER : 1362241 VENDOR NUMBER: MGCI COUNTY WHERE BOND IS FILED: ORANGE EXECUTED AT IRVINE, CALIFORNIA ON THIS I' day of July, 2003 LE ASSISTAN CHICAGO TITLE COMPANY Description: Orange,CA Document-Year.DoclD 2003.774981 Page: 9 of 12 Order: 2409626 Comment: STATE OF L ./T LI F 'tJ t A COUNTY OF 1 / C7C )ss. i On 1 /Sr . 2003 before e,j to iS a notary public, personally appeared L personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my han and official seal. (Official Seal) JOAN SLADEK Ccxnmtsslon #tk 125 12SS%L Notary Pudic - Cditorrio Orange County %iCorms.6pkw Mcr31. M04 STATE OF I O. AJ f ) )ss. COUNTY OF 1..OS A LES ) On - U,r) , I , 2003, before me,?Q.'tr [r'1& b • irk M a a notary public, personally appeared ea.n a.hcr• - personally known to me or proved to me on the basis of satisfactory evidence to be the person(a) whose name(d) is/uwsubscribed to the within instrument and acknowledged to me that he/sheAh" executed the same in his ho it authorized capacity(ivi), and that by his/h.rltheir signature(o) on the instrument the person(s) or the entity upon behalf of which the person(o) acted, executed the instrument. Witness my hand an official seal. (Official Seal) Description : Orange ,CA Document -Year .DoCID 2003 .774981 Page : 10 of 12 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: JOAN SLADEK DATE COMMISSION EXPIRES: MARCH 31, 2004 COMMISSION NUMBER: 125504 VENDOR NUMBER: NNA 1 COUNTY WHERE BOND IS FILED: Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS I" gay of July, 2 4- LE ASSISTANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year .DocID 2003 .774981 Page: 11 of 12 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: PATRICIA D. PERKINS DATE COMMISSION EXPIRES : NOV 22, 2004 COMMISSION NUMBER : 1284275 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: LOS ANGELES EXECUTED AT IRVINE, CALIFORNIA ON THIS I" day of July, 2003 T E A SISTANT CHICAGO TITLE COMPANY Description : Orange , CA Document -Year.DocID 2003.774981 Page : 12 of 12 Order : 2409626 Comment: 0 RECORDED AT THE REQUEST OF 'CHICAGO TITLE COMPANY AND WHEN RECORDED MAIL TO: WELLS FARGO BANK, NATIONAL ASSOCIATION 333 S . Grand Ave., 9th Floor Los Angeles, CA 90071 Attn: Doyle M. Kapoh Loan No. 0 Recorded In Official Records , County of Orange Tom Daly, Clerk -Recorder IlliIIIVIIIII IIIIIIIIIIIIIIIIIVIIIIllIIIV 1111111111 111 28.00 2003000774982 04:00pm 07/01/03 10029 S13 12 0 00 0 00 0.00 0.00 22.00 O.00 0 00 0.00 SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT (Lease To Deed of Trust) NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT: ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT ("Agreement') is made April 17, 2003 by and between MULLROCK 1-7777, LLC, a Delaware limited liability company ("Owner"), AGERE SYSTEMS , INC., A Delaware corporation , as successor in interest to LUCENT TECHNOLOGIES, INC., a Delaware corporation ("Lessee") and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender") RECITALS A. Pursuant to the terms and provisions of a( rdaAhted "Mar'vh 12, 1998 ("Lease"), Owner, as "Lessor", granted to Lessee a leasehold estate in and to a portion of the property described on Exhibit A attached hereto and incorporated herein by this reference (which property, together with all improvements now or hereafter located on the property, is defined as the "Property"). B Intentionally deleted C. Owner has executed, or proposes to execute, a deed of trust with absolute assignment of leases and rents, security agreement and fixture filing ("Deed of Trust") securing, among other things, a promissory note ("Note") in favor of Lender, which Note is payable with interest and upon the terms and conditions described therein ("Loan"). The Deed of Trust is to be recorded concurrently herewith. D. As a condition to making the Loan secured by the Deed of Trust, Lender requires that the Deed of Trust be unconditionally and at all times remain a lien on the Property, prior and superior to all the rights of Lessee under the Lease and that the Lessee specifically and unconditionally subordinate the Lease to the lien of the Deed of Trust. E. Owner and Lessee have agreed to the subordination, attornment and other agreements herein in favor of Lender. NOW THEREFORE, for valuable consideration and to induce Lender to make the Loan, Owner and Lessee hereby agree for the benefit of Lender as follows: C 1D0CUME-14evnyak\L0CALS-1\Temp1SNDA Muller - Agere 3-12-96 doc WFRE19 (REV 7197) Page 1 Description : Orange ,CA Document -Year .DocID 2003 .774982 Page: 1 of 12 Order : 2409626 Comment: Loan No. 2713TZL 1 SUBORDINATIO . Owner and Lessee hereby agree that: 1.1 Prior Lien. The Deed of Trust securing the Note in favor of Lender, and any modifications, renewals or extensions thereof, shall unconditionally be and at all times remain a lien on the Property prior and superior to the Lease; 1.2 Subordination. Lender would not make the Loan without this agreement to subordinate; and 1.3 Whole A reement . This Agreement shall be the whole agreement and only agreement with regard to the subordination of the Lease to the lien of the Deed of Trust and shall supersede and cancel , but only insofar as would affect the priority between the Deed of Trust and the Lease, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease which provide for the subordination of the Lease to a deed or deeds of trust or to a mortgage or mortgages. AND FURTHER, Lessee individually declares, agrees and acknowledges for the benefit of Lender, that 1.4 Use of Proceeds. Lender, in making disbursements pursuant to the Note, the Deed of Trust or any loan agreements with respect to the Property, is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for In such agreement or agreements shall not defeat this agreement to subordinate in whole or in part; 1.5 Waiver Relin ulshment and Subordination . Lessee intentionally and unconditionally waives, relinquishes and subordinates all of Lessee's right, title and interest in and to the Property to the lien of the Deed of Trust and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, specific loans and advances are being and will be made by Lender and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination. 2. ASSIGNMENT. Lessee acknowledges and consents to the assignment of the Lease by Lessor in favor of Lender. 3. ADDITIONAL AGREEMENTS. Lessee covenants and agrees that, during all such times as Lender is the Beneficiary under the Deed of Trust: 3.1 Modification Termination and Cancellation . Lessee will not consent to any modification, amendment, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent and will not make any payment to Lessor in consideration of any modification, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent; 3.2 Notice of Default. Lessee will notify Lender in writing concurrently with any notice given to Lessor of any default by Lessor under the Lease, and Lessee agrees that Lender has the right (but not the obligation) to cure any breach or default specified in such notice within the time periods set forth below and Lessee will not declare a default of the Lease, as to Lender, if Lender cures such default within fifteen (15) days from and after the expiration of the time period provided in the Lease for the cure thereof by Lessor; provided, however, that if such default cannot with diligence be cured by Lender within such fifteen (15) day period, the commencement of action by Lender within such fifteen (15) day period to remedy the same shall be deemed sufficient so long as Lender pursues such cure with diligence; 3.3 No Advance Rents . Lessee will make no payments or prepayments of rent more than one (1) month in advance of the time when the same become due under the Lease; and 3.4 Assi nment of Rents. Upon receipt by Lessee of written notice from Lender that Lender has elected to terminate the license granted to Lessor to collect rents, as provided in the Deed of Trust, and directing the C MDCUME-1VeveyakLLOCALS-1\Temp1SNDA Muller - Agere 3.12-88 doc WFRE19 (REV 7/97) Page 2 Description: Orange,CA Document-Year.DocID 2003.774982 Page: 2 of 12 Order: 2409626 Comment: Loan No. 2713TZL payment of rents by Lessee to Lender, Lessee shall comply with such direction to pay and shall not be required to determine whether Lessor is in default under the Loan and/or the Deed of Trust. 4. ATTORNMENT. Lessee agrees for the benefit of Lender (including for this purpose any transferee of Lender or any transferee of Lessors title in and to the Property by Lender's exercise of the remedy of sale by foreclosure under the Deed of Trust) as follows: 4.1 Pa ment of Rent. Lessee shall pay to Lender all rental payments required to be made by Lessee pursuant to the terms of the Lease for the duration of the term of the Lease; 4.2 Continuation of Performance . Lessee shall be bound to Lender in accordance with all of the provisions of the Lease for the balance of the term thereof, and Lessee hereby attorns to Lender as its landlord, such attornment to be effective and self-operative without the execution of any further instrument immediately upon Lender succeeding to Lessors interest In the Lease and giving written notice thereof to Lessee; 4.3 No Offset. Lender shall not be liable for, nor subject to, any offsets or defenses which Lessee may have by reason of any act or omission of Lessor under the Lease, nor for the return of any sums which Lessee may have paid to Lessor under the Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Lessor to Lender; and 4.4 Subse uent Transfer. If Lender, by succeeding to the interest of Lessor under the Lease, should become obligated to perform the covenants of Lessor thereunder, then, upon any further transfer of Lessor's interest by Lender, all of such obligations shall terminate as to Lender. 5. NON-DISTURBANCE . In the event of a foreclosure under the Deed of Trust, so long as there shall then exist no breach, default, or event of default on the part of Lessee under the Lease, Lender agrees for itself and its successors and assigns that the leasehold interest of Lessee under the Lease shall not be extinguished or terminated by reason of such foreclosure, but rather the Lease shall continue in full force and effect and Lender shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the Lease except as modified by this Agreement; rovided, however, that Lessee and Lender agree that the following provisions of the Lease (if any) shall not be binding on Lender: any option to purchase with respect to the Property; any right of first refusal with respect to the Property; any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the terms of the Deed of Trust. 6. MISCELLANEOUS. 6.1 Helrs Successors Assi ns and Transferees The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the parties hereto; and 6.2 Notices. All notices or other communications required or permitted to be given pursuant to the provisions hereof shall be deemed served upon delivery or, if mailed, upon the first to occur of receipt or the expiration of three (3) days after deposit in United States Postal Service , certified mail, postage prepaid and addressed to the address of Lessee or Lender appearing below: C \DOCUME-1VevnyakLOCALS-1\Temp1SNDA I ler - Apere 7.12-99 doc WFRE19 (REV7197) Page 3 Description : Orange ,CA Document -Year .DocID 2003 .774982 Page: 3 of 12 Order: 2409626 Comment: •0 Loan No. 2713TZL "OWNER" MULLROCK 1-7777, LLC c/o The Muller Company 23521 Paseo do Valencia , Suite 200 Laguna Hills, CA 92653 "LESSEE" Agere Systems Inc. 555 Union Boulevard Allentown , PA 18109-3286 Attn: Director-Worldwide Facilities Agere Systems Inc. 555 Union Boulevard Allentown, PA 18109-3286 "LENDER" WELLS FARGO BANK, NATIONAL ASSOCIATION 333 South Grand Ave., 9th Floor Los Angeles, CA 90071 Attn: Dovie M. Kapoh Loan No. provided , however , any party shall have the right to change its address for notice hereunder by the giving of written notice thereof to the other party in the manner set forth in this Agreement; and 6.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument; and 6.4 Remedies Cumulative. All rights of Lender herein to collect rents on behalf of Lessor under the Lease are cumulative and shall be in addition to any and all other rights and remedies provided by law and by other agreements between Lender and Lessor or others; and 6.5 Para ra h Headin s. Paragraph headings in this Agreement are for convenience only and are not to be construed as part of this Agreement or in any way limiting or applying the provisions hereof. INCORPORATION. Exhibit A and Lease Guarantor's Consent (if any) are attached hereto and incorporated herein by this reference. I C IDOCUME-1Yevriy LOCALS-11Temp%SNDA Muller -Agere 3-12-98 doc WFRE19 (REV 7197) Page 4 Description : Orange ,CA Document -Year .DocID 2003.774982 Page : 4 of 12 Order : 2409626 Comment: Loan No. 2713TZL IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO. "OWNER" MULLROCK 1-7777, LLC, a Delaware limited liability company By: Its: "LENDER" Notarial Seal Janet M Garger, Notary Public "LESSEE" Allentown, Lehigh County AGERE SYSTEMS, INC.,My Commission Expires Der, 28 2004 a Delaware corporation Member, Petmsytvania Association of NJtanec By: Its: (ALL SIGNATURES MUST BE ACKNOWLEDGED) C 1D000ME-1Yevrrya &OCAIS-11Temp1SNDA Mutler- Agme 3-12-99 doe WFRE19 (REV7r97) Page 5 WELLS FARGO BANK, NATIONAL ASSOCIATION By: Sean ahon Its: Mice President Description: Orange ,CA Doci ent -Year.DocID 2003.774982 Page: 5 of 12 Order: 2409626 Co»=ent: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: JANET M. GARGER DATE COMMISSION EXPIRES: DEC. 28, 2004 COMMISSION NUMBER: VENDOR NUMBER: COUNTY WHERE BOND IS FILED: LEHIGH, ALLENTOWN, PA EXECUTED AT IRVINE, CALIFORNIA ON THIS I" day of July, 2003 TLE ASSISTANT CHICAGO TITLE COMPANY Description: Orange,CA Document-Year.DOCID 2003.774982 Page: 6 of 12 Order : 2409626 Comment: EXHIBIT A Loan No. DESCRIPTION OF PROPERTY EXHIBIT A to Subordination Agreement; Acknowledgment of Lease Assignment, Estoppel, Attomment and Non-Disturbance Agreement, executed by MULLROCK 1-7777, LLC, a Delaware limited liability company as "Owner", AGERE SYSTEMS, INC., A Delaware corporation, as successor In Interest to LUCENT TECHNOLOGIES, INC., a Delaware corporation, as "Lessee", and WELLS FARGO BANK, NATIONAL ASSOCIATION, as "Lender". All that certain real property located In the County of Orange, State of California, described as follows: APN Parcel A: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 14. TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 51 PAGE 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL I OF PARCEL MAP NO. 79-585, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 31, 32 AND 33 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM THE PORTION OF SAID LAND INCLUDED IN THE EAST HALF OF SAID NORTHWEST QWARTER, ALL WATER, WATER RIGHTS, OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS , AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS , TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFTEY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS RESERVED IN THE DEED FROM JODA SORK AND WIFE TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 14, 1959 IN BOOK 4879 PAGE 19 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, ONE-HALF OF ALL MINERAL, OIL, GAS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, FOR A PERIOD OF 15 YEARS, OR UPON THE DEATH OF THE LAST SURVIOR OF RALEIGH CLANTON AND GRACE M. M. CLANTON, HUSBAND AND WIFE, WHICHEVER EVENT FIRST OCCURS, TOGETHER WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE C lDOCUME-1Vwnyek1LOCALS-11Temp1SNDA Muller - Agere 3-12-98 doe WFRE19 (REV 7197) Page 6 Description: Orange ,CA Document -Year .DocZD 2003. 774982 Page: 7 of 12 Order : 2409626 Comment: EXHIBIT A Loan No. PURPOSE OF PROSPECTING FOR, DEVELOPING AND PRODUCING SAID SUBSTANCES, AS RESERVED IN THE DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON, TO SAM KIYOHIDE AIHARA AND FUMI AIHARA, HUSBAND AND WIFE, RECORDED JANUARY 5, 1956 IN BOOK 3341 PAGE 329 OF OFFICAL RECORDS. NOTE: THE RIGHT TO DRILL WELLS, TUNNELS, SHAFTS, EXPLORE, ETC., TO THE SURFACE OR UPPER 100 FEET OF THE SUBSURFACE, WERE RELINQUISED TO THE STATE OF CALIFORNIA BY QUITCLAIM DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON RECORDED NOVEMBER 22, 1960 IN BOOK 5518 PAGE 590 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, THE REMAIDER OF ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING , AND OPERATING THEREFOR, AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN , REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LAND, AS RESERVED IN THE DEED FROM SAM KIYOHIDE AIHARA AND FUMI AIHARA TO THE STATE OF CALIFORNIA, RECORDED NOVEMBER 22,1960 IN BOOK 5518 PAGE 586 OF OFFICIAL RECORDS. PARCEL B: A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND PARKING OF MOTOR VEHICLES AND FOR THE INGRESS AND EGRESS OF PEDESTRIANS AS SAID EASEMENT IS SET FORTH IN SECTION 4.6 OF THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT RECORDED MAY 4,1976 IN BOOK 11726 PAGE 752 OF OFFICIAL RECORDS, AS AMENDED BY INSTRUMENTS RECORDED OCTOBER 18, 1976 IN BOOK 11927 PAGE 1037 OF OFFICIAL RECORDS AND MARCH 6, 1979 IN BOOK 13057 PAGE 1890 OF OFFICIAL RECORDS. C 1DOCUME-1YemyakV OCALS-I %Temp\SNDA Muter • Agora 3.12.98 doc WFRE18 (REV 7/97) Page 7 Description : Orange ,CA Document -Year .DocID 2003 .774982 Page: 8 of 12 Order : 2409626 Comment: STATE OF CALI NIA COUNTY OF SS. On this j.. day of 2003, before me,/911 'J i7 a Notary Public in and for the State of California, personally appeared '" TE t personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official gal Signature JOAN SLADEK C,aMud lion #i 125M3/3i J\ Hatay w c- CdffontMy commission pires Gm County * Cor9rrt 80es M0r 31, 31141 C )DOCUME-1 nyak%LOCALS-1\Temp1SNDA Muller. Agar. 3.1298 doc WFRE19 (REV 7/97) Description : Orange ,CA Document-Year .DocID2003 .774982 Page : 9 of 12 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: JOAN SLADEK DATE COMMISSION EXPIRES : MARCH 31, 2004 COMMISSION NUMBER: 125504 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS I" day of July, 2003 LEA SISTANT CHICAGO TITLE COMPANY Description : Orange ,CA Docent -Year .DoclD 2003 .774982 Page: 10 of 12 Order : 2409626 Comment: STATE OF CALIFORNIA COUNTY OF Lob A ss. On thisfp .day of e , 20tY, before meTa Q%4. 1) • Qir.k2nS a Notary Public in and for the State of California, personally appeared personally known to me ( to be the person(e) whose nameW islace subscribed to the within instrument and acknowledged to me that he/th&they executed the same in his/hacttl authorized capacity(, and that by hislher4k%eip signature(e) on the instrument the person(e), or the entity upon behalf of which the person(e} acted, executed the instrument. WITNESS my nd and official seal Signature My commission expires //-07Z -a 31 fingalin Jr Description : Orange ,CA Document -Year.DocID 2003 .774982 Page : 11 of 12 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY : PATRICIA D. PERKINS DATE COMMISSION EXPIRES: NOV 22, 2004 COMMISSION NUMBER : 1284275 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: LOS ANGELES EXECUTED AT IRVINE, CALIFORNIA ON THIS I" da of July, 2003 ..0 T AS ISTANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year.DociD 2003 .774982 Page : 12 of 12 Order : 2409626 Comment: • RECORDED AT THE REQUEST OF CHICAGO TITLE COMPANY AND WHEN RECORDED MAIL TO: WELLS FARGO BANK, NATIONAL ASSOCIATION 333 S. Grand Ave., 91h Floor Los Angeles, CA 90071 Attn: Dovie M. Kapoh Loan No. • Recorded In Official Records , County of Orange Tom Daly, Clerk-Recorder I II II II UI I I l I All I llI I IT ll tI l ll11111111111111111 l 28.00 2003000774983 04:00pm 07/01103 1002861312 0 00 0.00 0.00 0.00 22.00 0.00 0 00 0.00 SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT (Lease To Deed of Trust) NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT ("Agreement") is made April 17, 2003 by and between MULLROCK 1-7777, LLC, a Delaware limited liability company ("Owner"), AGERE SYSTEMS, INC., A Delaware corporation, as successor in Interest to LUCENT TECHNOLOGIES, INC., a Delaware corporation ("Lessee") and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender"). (( RECITALS A. Pursuant to the terms and provisions of a(ledse daed M4 7, 1998 ("Lease"), Owner, as "Lessor", granted to Lessee a leasehold estate in and to a portion of the property described on Exhibit A attached hereto and incorporated herein by this reference (which property, together with all improvements now or hereafter located on the property, is defined as the "Property"). B. Intentionally deleted C. Owner has executed, or proposes to execute, a deed of trust with absolute assignment of leases and rents, security agreement and fixture filing ("Deed of Trust') securing, among other things, a promissory note ("Note") in favor of Lender, which Note Is payable with interest and upon the terms and conditions described therein ("Loan"). The Deed of Trust is to be recorded concurrently herewith. D. As a condition to making the Loan secured by the Deed of Trust, Lender requires that the Deed of Trust be unconditionally and at all times remain a lien on the Property, prior and superior to all the rights of Lessee under the Lease and that the Lessee specifically and unconditionally subordinate the Lease to the lien of the Deed of Trust. E. Owner and Lessee have agreed to the subordination, attomment and other agreements herein in favor of Lender. NOW THEREFORE, for valuable consideration and to induce Lender to make the Loan, Owner and Lessee hereby agree for the benefit of Lender as follows: C 1D0CUME-1YevnyaklLOCALS-11Temp1SNDA MtAler - Agero - 3.27.98 docWFRE19 (REV?/9T) Page 1 Description : Orange ,CA Document -Year .DocZD 2003 .774983 Page: 1 of 12 Order : 2409626 Comment: Loan No. 2713TZL 1. SUBORDINATION . Owner and Lessee hereby agree that 1.1 Prior Lien. The Deed of Trust securing the Note in favor of Lender, and any modifications, renewals or extensions thereof, shall unconditionally be and at all times remain a lien on the Property prior and superior to the Lease; 1.2 Subordination. Lender would not make the Loan without this agreement to subordinate; and 1.3 Whole A reement. This Agreement shall be the whole agreement and only agreement with regard to the subordination of the Lease to the lien of the Deed of Trust and shall supersede and cancel, but only insofar as would affect the priority between the Deed of Trust and the Lease, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease which provide for the subordination of the Lease to a deed or deeds of trust or to a mortgage or mortgages. AND FURTHER, Lessee individually declares, agrees and acknowledges for the benefit of Lender, that 1.4 Use of Proceeds. Lender, in making disbursements pursuant to the Note, the Deed of Trust or any loan agreements with respect to the Property, is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat this agreement to subordinate in whole or in part; 1.5 Waiver Relin ulshment and Subordination . Lessee intentionally and unconditionally waives, relinquishes and subordinates all of Lessee's right, title and interest in and to the Property to the lien of the Deed of Trust and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, specific loans and advances are being and will be made by Lender and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered Into but for said reliance upon this waiver, relinquishment and subordination. 2. ASSIGNMENT. Lessee acknowledges and consents to the assignment of the Lease by Lessor in favor of Lender. 3. ADDITIONAL AGREEMENTS. Lessee covenants and agrees that, during all such times as Lender is the Beneficiary under the Deed of Trust 3.1 Modification Termination and Cancellation . Lessee will not consent to any modification, amendment, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent and will not make any payment to Lessor in consideration of any modification, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent; 3.2 Notice of Default. Lessee will notify Lender in writing concurrently with any notice given to Lessor of any default by Lessor under the Lease, and Lessee agrees that Lender has the right (but not the obligation) to cure any breach or default specified in such notice within the time periods set forth below and Lessee will not declare a default of the Lease, as to Lender, if Lender cures such default within fifteen (15) days from and after the expiration of the time period provided in the Lease for the cure thereof by Lessor; provided, however, that if such default cannot with diligence be cured by Lender within such fifteen (15) day period, the commencement of action by Lenderwithin such fifteen (15) day period to remedy the same shall be deemed sufficient so long as Lender pursues such cure with diligence; 33 No Advance Rents. Lessee will make no payments or prepayments of rent more than one (1) month in advance of the time when the same become due under the Lease; and 3.4 Assl nment of Rents. Upon receipt by Lessee of written notice from Lender that Lender has elected to terminate the license granted to Lessor to collect rents, as provided in the Deed of Trust, and directing the C 1DO00ME-1VeveyaMLOCAL5-1\Temp1SNDA Muller -Agave - 3-27-98 doe WFRE19 (REV 7197) Page 2 Description : Orange ,CA Document -Year.DocID 2003.774983 Page: 2 of 12 Order: 2409626 Comment: Loan No. 2713TZL payment of rents by Lessee to Lender, Lessee shall comply with such direction to pay and shall not be required to determine whether Lessor is in default under the Loan and/or the Deed of Trust. 4. ATTORNMENT. Lessee agrees for the benefit of Lender (including for this purpose any transferee of Lender or any transferee of Lessor's title in and to the Property by Lender's exercise of the remedy of sale by foreclosure under the Deed of Trust) as follows: 4.1 Pa ment of Rent. Lessee shall pay to Lender all rental payments required to be made by Lessee pursuant to the terms of the Lease for the duration of the term of the Lease; 4.2 Continuation of Performance. Lessee shall be bound to Lender in accordance with all of the provisions of the Lease for the balance of the term thereof, and Lessee hereby attorns to Lender as its landlord, such attomment to be effective and self-operative without the execution of any further instrument immediately upon Lender succeeding to Lessor's interest in the Lease and giving written notice thereof to Lessee; 4.3 No Offset. Lender shall not be liable for, nor subject to, any offsets or defenses which Lessee may have by reason of any act or omission of Lessor under the Lease, nor for the return of any sums which Lessee may have paid to Lessor under the Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Lessor to Lender, and 4.4 Subse uent Transfer. If Lender, by succeeding to the interest of Lessor under the Lease, should become obligated to perform the covenants of Lessor thereunder, then, upon any further transfer of Lessor's interest by Lender, all of such obligations shall terminate as to Lender. 5. NON-DISTURBANCE. In the event of a foreclosure under the Deed of Trust , so long as there shall then exist no breach, default, or event of default on the part of Lessee under the Lease, Lender agrees for itself and its successors and assigns that the leasehold interest of Lessee under the Lease shall not be extinguished or terminated by reason of such foreclosure , but rather the Lease shall continue in full force and effect and Lender shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the Lease except as modified by this Agreement, provided, however, that Lessee and Lender agree that the following provisions of the Lease (if any) shall not be binding on Lender. any option to purchase with respect to the Property; any right of first refusal with respect to the Property; any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the terms of the Deed of Trust. 6. MISCELLANEOUS. 6.1 Heirs' Successors A si ns and Transferees. The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the parties hereto; and 6.2 Notices . All notices or other communications required or permitted to be given pursuant to the provisions hereof shall be deemed served upon delivery or, if mailed, upon the first to occur of receipt or the expiration of three (3) days after deposit in United States Postal Service, certified mail, postage prepaid and addressed to the address of Lessee or Lender appearing below: C'%DOCUME-1Nmya VOCALS-11Temp%SNDA Mutter - Agere - 3.27.98 doe WFRE19 (REV 7197) Page 3 Description : Orange ,CA Document -Year .DocID 2003 .774983 Page: 3 of 12 Order : 2409626 Co ent: •• Loan No. 2713TZL "OWNER" MULLROCK 1-7777, LLC c/o The Muller Company 23521 Paseo de Valencia, Suite 200 Laguna Hills, CA 92653 "LESSEE" Agere Systems Inc. 555 Union Boulevard Allentown, PA 18109-3286 Attn: Director-Worldwide Facilities Agora Systems Inc. 555 Union Boulevard Allentown, PA 18109-3286 "LENDER" WELLS FARGO BANK, NATIONAL ASSOCIATION 333 South Grand Ave., 9t' Floor Los Angeles, CA 90071 Attn: Dovie M. Kapoh Loan No. Provided, however, any party shall have the right to change its address for notice hereunder by the giving of written notice thereof to the other party in the manner set forth in this Agreement; and 6.3 Counterparts . This Agreement may be executed in two or more counterparts , each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument; and 6.4 Remedies Cumulative. All rights of Lender herein to collect rents on behalf of Lessor under the Lease are cumulative and shall be in addition to any and all other rights and remedies provided by law and by other agreements between Lender and Lessor or others; and 6.5 Para ra h Headin s. Paragraph headings in this Agreement are for convenience only and are not to be construed as part of this Agreement or in any way limiting or applying the provisions hereof. INCORPORATION. Exhibit A and Lease Guarantor's Consent (if any) are attached hereto and incorporated herein by this reference. C 1DOCUME-l Vow7ak LOCALS-11Temp SNOA Muller . Apes - 3-27-98 docWFRE19 (REV 797) Page 4 Description : Orange ,CA Document -Year .DocID 2003 .774983 Page: 4 of 12 Order : 2409626 Comment: • Loan No. 2713TZL IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO. "OWNER" MULLROCK 1-7777, LLC, a Delaware limited liability company By: Its: WELLS FARGO BANK, NATIONAL ASSOCIATION By: Sean Mahon Its: Vice President "LESSEE" Notarial Seal AGERE SYSTEMS, INC., Janet M Gargel Notary Public Delaware co rpor IAllentown. Lehigh County a My Commission Expires Dec 28, 2004 Member, Pennsylvania Associatio5ot Notaries By: Its: ,ue i Maea -tr (ALL SIGNATURES MUST BE ACKNOWLEDGED) C 1DO00ME-1'remyalALOCALS-11TempiSNDA Muller - Agere - 3-27-99 doc WFRE19 (REV 7/97) Page 5 Description : Orange , CA Document -Year . DocID 2003. 774983 Page: 5 of 12 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: JANET M. GARGER DATE COMMISSION EXPIRES: DEC. 28, 2004 COMMISSION NUMBER: VENDOR NUMBER: COUNTY WHERE BOND IS FILED: LEHIGH, ALLENTOWN, PA EXECUTED AT IRVINE, CALIFORNIA ON THIS I° day of July, 2003 ITLE ASSISTANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year .DocID 2003.774983 Page: 6 of 12 Order : 2409626 Comment: EXHIBIT A Loan No. DESCRIPTION OF PROPERTY EXHIBIT A to Subordination Agreement; Acknowledgment of Lease Assignment, Estoppel, Attomment and Non-Disturbance Agreement, executed by MULLROCK 1-7777, LLC, a Delaware limited liability company as "Owner", AGERE SYSTEMS, INC., A Delaware corporation , as successor In Interest to LUCENT TECHNOLOGIES, INC., a Delaware corporation, as "Lessee", and WELLS FARGO BANK, NATIONAL ASSOCIATION, as "Lender". All that certain real property located in the County of Orange, State of California, described as follows: APN Parcel A: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 14. TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 51 PAGE 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL I OF PARCEL MAP NO. 79-685, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 31, 32 AND 33 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM THE PORTION OF SAID LAND INCLUDED IN THE EAST HALF OF SAID NORTHWEST QWARTER, ALL WATER, WATER RIGHTS, OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFTEY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS RESERVED IN THE DEED FROM JODA SORK AND WIFE TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 14, 1959 IN BOOK 4879 PAGE 19 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST , SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, ONE-HALF OF ALL MINERAL, OIL, GAS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, FOR A PERIOD OF 15 YEARS, OR UPON THE DEATH OF THE LAST SURVIOR OF RALEIGH CLANTON AND GRACE M. M. CLANTON, HUSBAND AND WIFE, WHICHEVER EVENT FIRST OCCURS, TOGETHER WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE CADOCUME-1Vsvr,yeMALOCALS-1tTem;ASNDA Muller .Are • 3-27-98 doc WFRE19 (REV 7197) Page 6 Description: Orange,CA Document-Year.DocID 2003.774983 Page: 7 of 12 Order : 2409626 Comment: EXHIBIT A Loan No. PURPOSE OF PROSPECTING FOR, DEVELOPING AND PRODUCING SAID SUBSTANCES, AS RESERVED IN THE DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON, TO SAM KIYOHIDE AIHARA AND FUMI AIHARA, HUSBAND AND WIFE, RECORDED JANUARY 5, 1956 IN BOOK 3341 PAGE 329 OF OFFICAL RECORDS. NOTE: THE RIGHT TO DRILL WELLS, TUNNELS, SHAFTS, EXPLORE, ETC., TO THE SURFACE OR UPPER 100 FEET OF THE SUBSURFACE, WERE RELINQUISED TO THE STATE OF CALIFORNIA BY QUITCLAIM DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON RECORDED NOVEMBER 22,1960 IN BOOK 5518 PAGE 590 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, THE REMAIDER OF ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR, AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LAND, AS RESERVED IN THE DEED FROM SAM KIYOHIDE AIHARA AND FUMI AIHARA TO THE STATE OF CALIFORNIA, RECORDED NOVEMBER 22,1960 IN BOOK 5518 PAGE 586 OF OFFICIAL RECORDS. PARCEL B: A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND PARKING OF MOTOR VEHICLES AND FOR THE INGRESS AND EGRESS OF PEDESTRIANS AS SAID EASEMENT IS SET FORTH IN SECTION 4.6 OF THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT RECORDED MAY 4, 1976 IN BOOK 11726 PAGE 752 OF OFFICIAL RECORDS, AS AMENDED BY INSTRUMENTS RECORDED OCTOBER 18, 1976 IN BOOK 11927 PAGE 1037 OF OFFICIAL RECORDS AND MARCH 6,1979 IN BOOK 13057 PAGE 1890 OF OFFICIAL RECORDS. CWCUME-1Vo nyaMLOCALS-11Temp\SNDA Wier - Apere - 3-27.98 doe WFRE19 (REV 7(87) Page 7 Description: Orange , CA Document -Year .DocID 2003.774983 Page: 8 of 12 Order: 2409626 Comment: STATE OF CALI IA COUNTY OF 66-Ss On this L day of 14 , 2003, before me,j o/9 ki •D 1) EK- a Notary Public in and for the State of California, personally appeared Es.l personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and officj l seal Signature l My commissio xpires C 1DOCUME-1VavnyaMLOCALS-11Tewp SNDA Muller - Agere - 3.27-98 doe WFRE19 (REV 7197) JOAN SLADEK Comrnlsslon 0125.5504 Notary t tft - cditr iO Orange county MtiOOi n F insMr 31,24 Description : Orange , CA Document -Year .DocID 2003 .774983 Page: 9 of 12 nrrIe r: 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: JOAN SLADEK DATE COMMISSION EXPIRES: MARCH 31, 2004 COMMISSION NUMBER: 125504 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS I' day of July, 2003 UA-la ITLE A SISTANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year.DocID 2003 .774983 Page : 10 of 12 Order : 2409626 Comment: STATE OF CALIFORNIA COUNTY OF EL."SS' On this 10Lday of 1744 1t , 2018, before me, 1) • as a Notary Public in and for the State of California, personally appeared personally known to me ( to be the person(e) whose name(e} is/are subscribed to the within instrument and acknowledged to me that he/eheithey executed the same in his/49r/#l *'authorized capacity(w&), and that by hlsJ erlt oir signature(on the instrument the person(a), or the entity upon behalf of which the person(e) acted, executed the instrument. WITNESS my hand and official seal Signature /} My commission expires ,-- PAT M A D. P3tl 1V ,L-S m U15&adia c Description : Orange ,CA Document -Year .DOCID 2003 .774983 Page : 11 of 12 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: PATRICIA D. PERKINS DATE COMMISSION EXPIRES: NOV 22, 2004 COMMISSION NUMBER : 1284275 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: LOS ANGELES EXECUTED AT IRVINE, CALIFORNIA ON THIS 1a day of July, 2003 LE A TANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year .DoclD 2003 .774983 Page: 12 of 12 Order : 2409626 Comment: • mc();•iULl) AT THE REQUESTOF Ctj1CAGO TITLE COMPANY AND WHEN RECORDED MAIL TO: WELLS FARGO BANK, NATIONAL ASSOCIATION 333 S. Grand Ave., 9t" Floor Los Angeles, CA 90071 Attn: Dovie M. Kapoh Loan No. • Recorded In Official Records , County of Orange Tom Daly, Clerk-Recorder IIIIIIIIIIIIIIIIgVIIIVIIIIIIIIIIVIVIIIIIIIIIIIIIIIIII 28.00 2003000774984 04:00pm 07/01/03 10028S1312 0 00 0.00 0.00 0.00 22.00 0.00 0 00 0.00 4tb SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT (Lease To Deed of Trust) NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT ("Agreement") is made April 17, 2003 by and between MULLROCK 1-7777, LLC, a Delaware limited liability company ("Owner") SEQUA CORPORATION, a Delaware corporation ("Lessee") and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender"). '',, RECITALS A. Pursuant to the terms and provisions of afkase c7ter7 Tigust 3, 2001 ("Lease"), Owner, as "Lessor', granted to Lessee a leasehold estate in and to a portion of the property described on Exhibit A attached hereto and incorporated herein by this reference (which property, together with all improvements now or hereafter located on the property, is defined as the "Property"). B. Intentionally deleted C. Owner has executed , or proposes to execute, a deed of trust with absolute assignment of leases and rents, security agreement and fixture filing ("Deed of Trust") securing, among other things, a promissory note ("Note") in favor of Lender, which Note is payable with interest and upon the terms and conditions described therein ("Loan"). The Deed of Trust is to be recorded concurrently herewith. D. As a condition to making the Loan secured by the Deed of Trust, Lender requires that the Deed of Trust be unconditionally and at all times remain a lien on the Property, prior and superior to all the rights of Lessee under the Lease and that the Lessee specifically and unconditionally subordinate the Lease to the lien of the Deed of Trust. E. Owner and Lessee have agreed to the subordination, attomment and other agreements herein in favor of Lender. NOW THEREFORE, for valuable consideration and to induce Lender to make the Loan, Owner and Lessee hereby agree for the benefit of Lender as follows: C'DOCUME-1YemyWdLOCALS-1VVemppSNOA Muller - Segue Caporeo dw WFRE19 (REV 7197) Page 1 Description : Orange ,CA Document -Year . DocID 2003 .774984 Page: 1 of 12 Order : 2409626 Comment: Loan No. 2713TZL SUBORDINATION. Owner and Lessee hereby agree that: 1.1 Prior Lien. The Deed of Trust securing the Note in favor of Lender, and any modifications, renewals or extensions thereof, shall unconditionally be and at all times remain a lien on the Property prior and superior to the Lease; 1.2 Subordination . Lender would not make the Loan without this agreement to subordinate; and 1.3 Whole A reement. This Agreement shall be the whole agreement and only agreement with regard to the subordination of the Lease to the lien of the Deed of Trust and shall supersede and cancel, but only insofar as would affect the priority between the Deed of Trust and the Lease, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease which provide for the subordination of the Lease to a deed or deeds of trust or to a mortgage or mortgages. AND FURTHER, Lessee individually declares, agrees and acknowledges for the benefit of Lender, that 1.4 Use f Proceeds . Lender , in making disbursements pursuant to the Note, the Deed of Trust or any loan agreements with respect to the Property, is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds , and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat this agreement to subordinate in whole or in part; 1.5 Waiver Relin uishment and Subordination . Lessee intentionally and unconditionally waives , relinquishes and subordinates all of Lessee's right, title and interest in and to the Property to the lien of the Deed of Trust and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, specific loans and advances are being and will be made by Lender and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination. 2. ASSIGNMENT. Lessee acknowledges and consents to the assignment of the Lease by Lessor in favor of Lender. 3. ADDITIONAL AGREEMENTS. Lessee covenants and agrees that, during all such times as Lender is the Beneficiary under the Deed of Trust 3.1 Modification Termination and Cancellation . Lessee will not consent to any modification, amendment, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent and will not make any payment to Lessor in consideration of any modification, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent; 3.2 Notice of Default. Lessee will notify Lender in writing concurrently with any notice given to Lessor of any default by Lessor under the Lease , and Lessee agrees that Lender has the right (but not the obligation) to cure any breach or default specified in such notice within the time periods set forth below and Lessee will not declare a default of the Lease, as to Lender, if Lender cures such default within fifteen (15) days from and after the expiration of the time period provided in the Lease for the cure thereof by Lessor , rovided, however, that if such default cannot with diligence be cured by Lender within such fifteen (15) day period, the commencement of action by Lender within such fifteen (15) day period to remedy the same shall be deemed sufficient so long as Lender pursues such cure with diligence; 3.3 No Advance Rents. Lessee will make no payments or prepayments of rent more than one (1) month in advance of the time when the same become due under the Lease; and 3.4 Assi nment of Rents. Upon receipt by Lessee of written notice from Lender that Lender has elected to terminate the license granted to Lessor to collect rents, as provided in the Deed of Trust, and directing the C 1DOCUME-1VemyaMLOCALS-11Temp1SNOA Muller - Sequa Corporation doc WFRE19 (REV 7197) Page 2 Description : Orange ,CA Document -Year .DocID 2003 .774984 Page: 2 of 12 n.viorr 2409626 Comment: Loan No. 2713TZL payment of rents by Lessee to Lender, Lessee shall comply with such direction to pay and shall not be required to determine whether Lessor is in default under the Loan and/or the Deed of Trust 4. ATTORNMENT. Lessee agrees for the benefit of Lender (including for this purpose any transferee of Lender or any transferee of Lessor's title in and to the Property by Lender's exercise of the remedy of sale by foreclosure under the Deed of Trust) as follows: 4.1 a ment of Rent. Lessee shall pay to Lender all rental payments required to be made by Lessee pursuant to the terms of the Lease for the duration of the term of the Lease; 4.2 Continuation of Pe ormance. Lessee shall be bound to Lender in accordance with all of the provisions of the Lease for the balance of the term thereof, and Lessee hereby attoms to Lender as its landlord, such attomment to be effective and self-operative without the execution of any further instrument immediately upon Lender succeeding to Lessor's interest in the Lease and giving written notice thereof to Lessee; 4.3 No Offset. Lender shall not be liable for, nor subject to, any offsets or defenses which Lessee may have by reason of any act or omission of Lessor under the Lease , nor for the return of any sums which Lessee may have paid to Lessor under the Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Lessor to Lender, and 4.4 Subse uent Transfer. If Lender, by succeeding to the interest of Lessor under the Lease, should become obligated to perform the covenants of Lessor thereunder, then, upon any further transfer of Lessor's interest by Lender, all of such obligations shall terminate as to Lender. 5. NON-DISTURBANCE . In the event of a foreclosure under the Deed of Trust , so long as there shall then exist no breach, default, or event of default on the part of Lessee under the Lease, Lender agrees for itself and its successors and assigns that the leasehold interest of Lessee under the Lease shall not be extinguished or terminated by reason of such foreclosure, but rather the Lease shall continue in full force and effect and Lender shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the Lease except as modified by this Agreement; provided, however, that Lessee and Lender agree that the following provisions of the Lease (if any) shall not be binding on Lender: any option to purchase with respect to the Property; any right of first refusal with respect to the Property; any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the terms of the Deed of Trust. 6. MISCELLANEOUS. 6.1 Heirs Successors Assl ns and Transferees . The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the parties hereto; and 6.2 Notices. All notices or other communications required or permitted to be given pursuant to the provisions hereof shall be deemed served upon delivery or, if mailed, upon the first to occur of receipt or the expiration of three (3) days after deposit in United States Postal Service, certified mail, postage prepaid and addressed to the address of Lessee or Lender appearing below: C 1DOCUME-1VevnyeklLOCALS-11Temp'SNOA Muller - Sequa Corporat on doc WFRE19 (REV 7197) Page 3 Description : Orange ,CA Document -Year .DoclD 2003 .774984 Page: 3 of 12 Order : 2409626 Comment: Loan No. 2713TZL "OWNER" "LENDER" MULLROCK 1-7777, LLC WELLS FARGO BANK, NATIONAL ASSOCIATION do The Muller Company 333 South Grand Ave., 9'h Floor 23521 Paseo de Valencia, Suite 200 Los Angeles, CA 90071 Laguna Hills, CA 92653 Attn: Dovie M. Kapoh Loan No. "LESSEE" 2943 East Las Hermanas Street Rancho Dominguez , CA 90221 Attn: Garret Maxwell Phone #: (310) 537-5230 Fax #: (310) 608-7412 With a copy to: SEQUA CORPORATION 200 Park Avenue New York, NY 10166 Attn: Peter T. Gelfman Phone #: (212) 986-5500 Fax #: (212) 661-2189 provided, however, any party shall have the right to change its address for notice hereunder by the giving of written notice thereof to the other party in the manner set forth in this Agreement; and 6.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument and 6.4 Remedies Cumulative . All rights of Lender herein to collect rents on behalf of Lessor under the Lease are cumulative and shall be in addition to any and all other rights and remedies provided by law and by other agreements between Lender and Lessor or others; and 6.5 Para ra h Headin s. Paragraph headings in this Agreement are for convenience only and are not to be construed as part of this Agreement or in any way limiting or applying the provisions hereof. INCORPORATION. Exhibit A and Lease Guarantor's Consent (if any) are attached hereto and incorporated herein by this reference. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO. "OWNER" C %DOCUME-tkamyaktOCALS-1\Temp%SNDA Muller - Sequa Corporadm doc WFREI9 (REV 7/97) Page 4 Description: Orange,CA Document-Year.DoclD 2003.774984 Page: 4 of 12 Order : 2409626 Comment: Loan No. 2713TZL MULLROCK 1-7777, LLC, a Delaware limited liability company By: Its: "LENDER" WELLS FARGO BANK, NATIONAL ASSOCIATION By: Sea ahon Its: Vice President "LESSEE" SEQUA CORPORATION, a Delaware oration B Its: 2.YZ_. (ALL SIGNATURES MUST BE ACKNOWLEDGED) PETER T. GELFMAN NOTARY PUBLIC STATE OF NEW YORK REG. NO.02GE6005527 MY COMMISSIQN EXPIIIN I APRIL 13, 200 C 1DO00ME-frevrryaMLOCALS-15Temp4SNDA Mufer - Sequa Corpaouon Coe WFRE19 (REV 7 97) Page 5 Description : Orange ,CA Document -Year.DocID 2003 .774984 Page: 5 of 12 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: PETER T. GELFMAN DATE COMMISSION EXPIRES: APRIL 13, 2006 COMMISSION NUMBER: 02GE6005527 VENDOR NUMBER: COUNTY WHERE BOND IS FILED: STATE OF NEW YORK EXECUTED AT IRVINE, CALIFORNIA ON THIS 1" y of July, 2003 ITLE ASSISTANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year .DoclD 2003 .774984 Page: 6 of 12 Order : 2409626 Comment: •• EXHIBIT A Loan No. DESCRIPTION OF PROPERTY EXHIBIT A to Subordination Agreement; Acknowledgment of Lease Assignment, Estoppel, Attomment and Non-Disturbance Agreement, executed by MULLROCK 1-7777, LLC, a Delaware limited liability company as "Owner SEQUA CORPORATION, a Delaware corporation, as "Lessee", and WELLS FARGO BANK, NATIONAL ASSOCIATION, as "Lender". All that certain real property located in the County of Orange, State of California, described as follows: APN Parcel A: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 14. TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 51 PAGE 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL 1 OF PARCEL MAP NO. 79-685, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 31, 32 AND 33 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM THE PORTION OF SAID LAND INCLUDED IN THE EAST HALF OF SAID NORTHWEST QWARTER, ALL WATER, WATER RIGHTS, OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFTEY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS RESERVED IN THE DEED FROM JODA SORK AND WIFE TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 14, 1959 IN BOOK 4879 PAGE 19 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, ONE-HALF OF ALL MINERAL, OIL, GAS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, FOR A PERIOD OF 15 YEARS, OR UPON THE DEATH OF THE LAST SURVIOR OF RALEIGH CLANTON AND GRACE M. M. CLANTON, HUSBAND AND WIFE, WHICHEVER EVENT FIRST OCCURS, TOGETHER WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE CADOCVME-14evny3k\LOCALS-1\Temp(SNDA Muller • Segue Co pora6on dcc WFREI9 (REV 7197) Page 6 Description: Orange ,CA Document-Year .DocID 2003.774984 Page: 7 of 12 -ae.• 2An9626 Comment: EXHIBIT A Loan No. PURPOSE OF PROSPECTING FOR, DEVELOPING AND PRODUCING SAID SUBSTANCES, AS RESERVED IN THE DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON, TO SAM KIYOHIDE AIHARA AND FUMI AIHARA, HUSBAND AND WIFE, RECORDED JANUARY 5, 1956 IN BOOK 3341 PAGE 329 OF OFFICAL RECORDS. NOTE: THE RIGHT TO DRILL WELLS, TUNNELS, SHAFTS, EXPLORE, ETC., TO THE SURFACE OR UPPER 100 FEET OF THE SUBSURFACE, WERE RELINQUISED TO THE STATE OF CALIFORNIA BY QUITCLAIM DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON RECORDED NOVEMBER 22,1960 IN BOOK 5518 PAGE 590 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, THE REMAIDER OF ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR, AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LAND, AS RESERVED IN THE DEED FROM SAM KIYOHIDE AIHARA AND FUMI AIHARA TO THE STATE OF CALIFORNIA, RECORDED NOVEMBER 22, 1960 IN BOOK 5518 PAGE 586 OF OFFICIAL RECORDS. PARCEL B: A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND PARKING OF MOTOR VEHICLES AND FOR THE INGRESS AND EGRESS OF PEDESTRIANS AS SAID EASEMENT IS SET FORTH IN SECTION 4.6 OF THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT RECORDED MAY 4, 1976 IN BOOK 11726 PAGE 752 OF OFFICIAL RECORDS, AS AMENDED BY INSTRUMENTS RECORDED OCTOBER 18,1976 IN BOOK 11927 PAGE 1037 OF OFFICIAL RECORDS AND MARCH 6,1979 IN BOOK 13057 PAGE 1890 OF OFFICIAL RECORDS. C'DOCUME-14anryaktLOCALSI I%Temp1SNOA MWer - Sequa Cwporatwrtdoc WFREt9 (REV 7197) Page 7 Description : Orange , CA Document -Year .DoclD 2003.774984 Page: 8 of 12 Order : 2409626 Comment: STATE OF CALIF RNIA, FCOUNTY OF (- On this. day of SS' 2003, before me,r- a Notary Public in and for the State of California, personally appeared 'O personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and offic' I seal Signature - My commissign expires 3//6' C 1D000ME-14evrryak LOCALS-1\Tomp1SNOA Mutter - Sequa Corporation doc WFRE19 (REV 7197( JOAN SLADEK Comm scion # 1255 4 Qonps County AAyComm. Mtx31,aD4 Description: Orange,CA Document -Year .DOCID 2003.774984 Page: 9 of 12 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: JOAN SLADEK DATE COMMISSION EXPIRES: MARCH 31,2004 COMMISSION NUMBER: 125504 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS I" dpy of July, LE ASSISTA T CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year .DocZD 2003 .774984 Page: 10 of 12 Order : 2409626 Comment: STATE OF CALIFORNIA COUNTY OF LOS ELE6 SS' On this 1` day of fib 2001 , before me, P I r n6 a Notary Public in and for the State of California, personally appeared personally known to me to be the person(e whose name(* is/-me subscribed to the within instrument and acknowledged to me that he%heill" executed the same in his/horftheir authorized capacity(we), and that by his/horfthoa signature* on the instrument the personM , or the entity upon behalf of which the person(e3 acted, executed the instrument. WITNESS my d and official seal Signature My commission expires tATI=kD.r ° Cwrrrl .h* ''17ittit5: c`...: I= Ar C Description : Orange ,CA Document -Year .DocID 2003 .774984 Page : 11 of 12 Order : 2409626 Comment: 0 I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: PATRICIA D. PERKINS DATE COMMISSION EXPIRES: NOV 22, 2004 COMMISSION NUMBER: 1284275 VENDOR NUMBER: N NA I COUNTY WHERE BOND IS FILED: LOS ANGELES EXECUTED AT IRVINE, CALIFORNIA ON THIS I" day of July, 2003 1/ T LE A SISTANT CHICAGO TITLE COMPANY Description: Orange,CA Document-Year.DocID 2003.774984 Page: 12 of 12 Order: 2409626 Comment: • RECORDED AT THE REQUEST OF CHICM2IO TITLE COMPANY AND WHEN RECORDED MAIL TO: WELLS FARGO BANK, NATIONAL ASSOCIATION 333 S. Grand Ave., go Floor Los Angeles, CA 90071 Attn: Dovie M. Kapoh Loan No. +16Recorded In Official Records . County of Orange Tom Daly, Clerk-Recorder V VIVIIVIIIVI III(nIIIIViI IVIIVIIVV VVIVVIll 30.00 2003000774985 04:00pm 07/01103 10028S1313 0000 .000.000 .0024 .000.000000.00 SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT (Lease To Deed of Tnist) ;3. NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT ('Agreement ") is made April 17, 2003 by and between MULLROCK 1-7777, LLC, a Delaware limited liability company ("Owner"), UNIGLOBE TRAVEL, (USA), LLC. a California limited liability company ("Lessee") and WELLS FARGO BANK, NATIONAL ASSOCIATION (".ender"). REC ITALS A. Pursuant to the terms and provisions of a lease dat 15, 1998, First Amendment dated June 23, 1999,P y (collectively referred to as the "Lease"), Owner, as "Lessor", granted to Lessee a leasehold estate in and to a portion ?f the property described on Exhibit A attached hereto and incorporated herein by this reference (which property, together with all improvements now or hereafter located on the property, is defined as the "Property"). ;ntenuonalty deleted C. Owner has executed , or proposes to execute , a deed of trust with absolute assignment of leases and rents, security agreement and fixture filing ("Deed of Trust") securing, among other things, a promissory note ("Note') in favor of Lender, which Note is payable with interest and upon the terms and conditions described therein ("Loan"). The Deed of Trust is to to.-ecorcea =rc:.rrenttyherewith. D. As a condition to making the Loan secured by the Deed of Tnist , Lender requires that the Deed of Trust be unconditionally and at all times remain a lien on the Property, prior and superior to all the rights of Lessee under the Lease and that the Lessee specifically and unconditionally subordinate the Lease to the lien of the Deed of Trust. E. Owner and Lessee have agreed to the subordination, attomment and other agreements herein in favor of Lender. NOW THEREFORE, for valuable consideration and to induce Lender to make the Loan, Owner and Lessee hereby agree for the benefit of Lender as follows: Ponce I Description : Orange ,CA Document-Year .DocID 2003 .774985 Page: 1 of 13 Order : 2409626 Comment: Loan No. 2713TZL 1. TIO . Owner and Lessee hereby agree that 1.1 J!dor Li The Deed of Trust securing the Note in favor of Lender, and any modifications, renewals or extensions thereof, shall unconditionally be and at all times remain a lien on the Property prior and superior to the Lease; 1.2 Subordination . Lender would not make the Loan without this agreement to subordinate; and 1.3 1 . This Agreement shall be the whole agreement and only agreement with regard to the subordination of the Lease to the lien of the Deed of Trust and shall supersede and cancel, but only insofar as would affect the priority between the Deed of Trust and the Lease, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease which provide for the subordination of the Lease to a deed or deeds of trust or to a mortgage or mortgages. AND FURTHER, Lessee individually declares, agrees and acknowledges for the benefit of Lender, that: 1.4 U of P coeds. Lender, in making disbursements pursuant to the Note, the Deed of Trust or any loan agreements with respect to the Property , is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for In such agreement or agreements shall not defeat this agreement to subordinate in whole or in part; 1.5 ive . Lessee intentionally and unconditionally waives, relinquishes and subordinates all of Lessee 's right, title and interest in and to the Property to the lien of the Deed of Trust and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, specific loans and advances are being and will be made by Lender and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination. 2. ASSIGNMENT. Lessee acknowledges and consents to the assignment of the Lease by Lessor in favor of Lender. 3. A I . Lessee covenants and agrees that, during all such times as Lender is the Beneficiary under the Deed of Trust: 3.1 Modification To i and cell ion. Lessee will not consent to any modification, amendment, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent and will not make any payment to Lessor in consideration of any modification, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent; 3.2 Notice of Defau . Lessee will notify Lender in writing concurrently with any notice given to Lessor of any default by Lessor under the Lease , and Lessee agrees that Lender has the right (but not the obligation) to cure any breach or default specified in such notice within the time periods set forth below and Lessee will not declare a default of the Lease, as to Lender, if Lender cures such default within fifteen (15) days from and after the expiration of the time period provided in the Lease for the cure thereof by Lessor, provided, however, that if such default cannot with diligence be cured by Lender within such fifteen (15) day period, the commencement of action by Lender within such fifteen (15) day period to remedy the same shall be deemed sufficient so long as Lender pursues such cure with diligence; 3.3 No Advance Re . Lessee will make no payments or prepayments of rent more than one (1) month in advance of the time when the same become due under the Lease; and 3.4 nt of ants . Upon receipt by Lessee of written notice from Lender that Lender has elected to terminate the license granted to Lessor to collect rents, as provided in the Deed of Trust, and directing the Donal Description : Orange ,CA Document -Year .DocZD 2003 .774985 Page: 2 of 13 Order : 2409626 Comment: 0 a Loan No. 2713TZL payment of rents by Lessee to Lender, Lessee shall comply with such direction to pay and shall not be required to determine whether Lessor is in default under the Loan and/or the Deed of Trust. 4. ATTORNMENT. Lessee agrees for the benefit of Lender (including for this purpose any transferee of Lender or any transferee of Lessor's title in and to the Property by Lender's exercise of the remedy of sale by foreclosure under the Deed of Trust) as follows: 4.1 P rn n f R n Lessee shall pay to Lender all rental payments required to be made by Lessee pursuant to the terms of the Lease for the duration of the term of the Lease; 4.2 ntin n of P n . Lessee shall be bound to Lender in accordance with all of the provisions of the Lease for the balance of the term thereof, and Lessee hereby attoms to Lender as its landlord, such attomment to be effective and self-operative without the execution of any further instrument immediately upon Lender succeeding to Lessor's interest in the Lease and giving written notice thereof to Lessee; 4.3 No Offset Lender shall not be liable for, nor subject to, any offsets or defenses which Lessee may have by reason of any act or omission of Lessor under the Lease, nor for the return of any sums which Lessee may have paid to Lessor under the Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Lessor to Lender, and 4.4 n T n r. If Lender, by succeeding to the interest of Lessor under the Lease, should become obligated to perform the covenants of Lessor thereunder, then, upon any further transfer of Lessor's interest by Lender, all of such obligations shall terminate as to Lender. 5. NON-DISTU CE. In the event of a foreclosure under the Deed of Trust, so long as there shall then exist no breach, default, or event of default on the part of Lessee under the Lease, Lender agrees for itself and its successors and assigns that the leasehold interest of Lessee under the Lease shall not be extinguished or terminated by reason of such foreclosure, but rather the Lease shall continue in full force and effect and Lender shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the Lease except as modified by this Agreement; provided, howeve that Lessee and Lender agree that the following provisions of the Lease (if any) shall not be binding on Lender: any option to purchase with respect to the Property; any right of first refusal with respect to the Property; any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the terms of the Deed of Trust. 6. MISCELLANEOUS. 6.1 Heirs S si ns and T . The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the parties hereto; and 6.2 No es. All notices or other communications required or permitted to be given pursuant to the provisions hereof shall be deemed served upon delivery or, if mailed, upon the first to occur of receipt or the expiration of three (3) days after deposit in United States Postal Service, certified mail, postage prepaid and addressed to the address of Lessee or Lender appearing below: Description: Orange ,CA Doc=ent -Year .DocZD 2003.774985 Page: 3 of 13 n.,ior: 2409626 Comment: 0 0 Loan No. 2713TZL "OWNER" "LENDER" MULLROCK 1-7777, LLC WELLS FARGO BANK, NATIONAL ASSOCIATION do The Muller Company 333 South Grand Ave., 9t' Floor 23621 Paseo de Valencia. Suite 200 Los Angeles, CA 90071 Laguna Hills, CA 92653 Attn: Dovie M. Kapoh Loan No. "LESSEE" UNIGLOSE TRAVEL, (USA), LLC 7777 Center Avenue, Suite 600 Huntington Beach, CA 92647 Provided, ever, any party shall have the right to change its address for notice hereunder by the giving of written notice thereof to the other party In the manner set forth in this Agreement; and 8.3 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument; and 6.4 Rem i lative. All rights of Lender herein to collect rents on behalf of Lessor under the Lease are cumulative and shall be in addition to any and all other rights and remedies provided by law and by other agreements between Lender and Lessor or others; and 8.5 Para . s. Paragraph headings in this Agreement are for convenience only and are not to be construed as part of this Agreement or in any way limiting or applying the provisions hereof. INCO P ION. Exhibit and Lease 'Zuarantor's •;,onsent (if any are attached hereto and incorporated herein by this reference. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. IT 13 RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO. 'OWNER" MULLROCK 1-7777, LLC, a Delaware limited liability company By: Its:M /nJG /VCQn pane I Description : Orange ,CA Document -Year .DocID 2003.774985 Page: 4 of 13 Order : 2409626 Comment: 0 • Loan No. 2713TZL WELLS FARGO BANK, NATIONAL AS IA By: Sean Its: Vice President UNIGLOBE TRAVEL, (USA), LLC, a California limited liability company By: Its: ch vF C(\ v,.,- (ALL SIGNATURES MUST BE ACKNOWLEDGED) Pfnsa F Description : Orange ,CA Document -Year .DociD 2003.774985 Page: 5 of 13 Order : 2409626 Comment: 0 0 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT y,9rG't'•G`'-GY-'4'C'4`r•GC.`• :1'4'CS`iG` 1-`!'.Gr :'!'4'r.C'f :c,'C:c!`4'!•G'C:C.rc; .r; C.r ;r r •,4. _.5.: ,. •'r.LK'.4'r.C!'.GY'.p('.Sr,,dCT} State of California t5 Ss. County of On , before me, izp ja i( • Date r+„ Name end Title of ORirer e q "Jane D No ry Pubi personally appeared r e ame(s) of Signer(s) .'t n iSp p evidence q personally known to me proved to me on the basis of satisfactory }s Piece Notary Seal Above Sign re of Notary Public fi Notary Public- c'e''r-•-'' the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)rS ;Zacted, executed the instrument W NESS my hand an ffici seal. to be the person(s) whose name(s) is/are subscribed to the within instrument andK. t.:Hrai. t(.,,. CUTLERP1 commission r* 1307471 acknowledged to me that he/she/they executed 0 Other: ,- --- -- - - -.--- - Title or Type of Document: Document Date. Number of Pages: Signer(s) Other Than Named Above. Capacity(ies) Claimed by Signer ti P Signer's Name: I J Individual Top of thumb here I I Corporate Officer - Title(s): I I Partner -I Limited General fi I I Attorney in Fact P Trustee P U Guardian or Conservator Description of Attached DocumentP 0, L'l OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document p Signer Is Representing ;Ci'.ci...'.cc'ci:i. isi,.c.c.•ccl-irc.a;i':`.cLat,Lci`..'Ci:...ism,.cG,ci.'ci.'ci.`ci.o'.i' e 1999 Natant NotaryAeeecuoon • 9350 Do Solo A", P0 Be, 2402. Ctr toworth CA 910112102 • w m na0nnitnnl„ry r,, Pn,d No 5707 Rwrde, Cep Top Free 1,800,876-6827 Description: Orange,CA Docwnent-Year .DocID 2003.774985 Page: 6 of 13 Order: 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: ELIZABETH A. CUTLER DATE COMMISSION EXPIRES: JUNE 4, 2005 COMMISSION NUMBER: 1307471 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: ORANGE EXECUTED AT IRVINE, CALIFORNIA ON THIS 1" y of July, 2003 .- TLE ASSISTANT CHICAGO TITLE COMPANY Description : Orange , CA Document -Year .DoclD 2003 .774985 Page: 7 of 13 Order : 2409626 Comment: EXHIBIT A Loan No. DESCRIPTION OF PROPERTY EXHIBIT A to Subordination Agreement; Acknowledgment of Lease Assignment, Estoppel, Attomment and Non-Disturbance Agreement executed by MULLROCK 1-7777, LLC, a Delaware limited liability company as "Owner UNIGLOBE TRAVEL, (USA), LLC. a California limited liability company, as "Lessee", and WELLS FARGO BANK, NATIONAL ASSOCIATION, as "Lender" All that certain real property located in the County of Orange, State of Califomia, described as follows: APN Parcel A: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 14. TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 51 PAGE 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL 1 OF PARCEL MAP NO. 794M IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 31, 32 AND 33 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM THE PORTION OF SAID LAND INCLUDED IN THE EAST HALF OF SAID NORTHWEST QUARTER, ALL WATER, WATER RIGHTS, OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFTEY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS RESERVED IN THE DEED FROM JODA SORK AND WIFE TO THE STATE OF CALIFORNIA , RECORDED SEPTEMBER 14, 1959 IN BOOK 4879 PAGE 19 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, ONE-HALF OF ALL MINERAL, OIL, GAS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, FOR A PERIOD OF 15 YEARS, OR UPON THE DEATH OF THE LAST SURVIOR OF RALEIGH CLANTON AND GRACE M. M. CLANTON, HUSBAND AND WIFE, WHICHEVER EVENT FIRST OCCURS, TOGETHER WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE Pone A Description: Orange,CA Document -Year .DocZD 2003.774985 Page: 8 of 13 Order: 2409626 Comment: EXHIBIT A Loan No. PURPOSE OF PROSPECTING FOR, DEVELOPING AND PRODUCING SAID SUBSTANCES, AS RESERVED IN THE DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON, TO SAM KIYOHIDE AIHARA AND FUMI AIHARA, HUSBAND AND WIFE, RECORDED JANUARY 5, 1956 IN BOOK 3341 PAGE 329 OF OFFICAL RECORDS. NOTE: THE RIGHT TO DRILL WELLS, TUNNELS, SHAFTS, EXPLORE, ETC., TO THE SURFACE OR UPPER 100 FEET OF THE SUBSURFACE, WERE RELINQUISED TO THE STATE OF CALIFORNIA BY QUITCLAIM DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON RECORDED NOVEMBER 22, 1960 IN BOOK 5518 PAGE 590 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, THE REMAIDER OF ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRIWNG, MINING, EXPLORING, AND OPERATING THEREFOR, AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN , REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LAND, AS RESERVED IN THE DEED FROM SAM KIYOHIDE AIHARA AND FUMI AIHARA TO THE STATE OF CALIFORNIA, RECORDED NOVEMBER 22, 1960 IN BOOK 5518 PAGE 586 OF OFFICIAL RECORDS. PARCEL B: A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND PARKING OF MOTOR VEHICLES AND FOR THE INGRESS AND EGRESS OF PEDESTRIANS AS SAID EASEMENT IS SET FORTH IN SECTION 4.6 OF THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT RECORDED MAY 4,1976 IN BOOK 11726 PAGE 752 OF OFFICIAL RECORDS, AS AMENDED BY INSTRUMENTS RECORDED OCTOBER 18, 1976 IN BOOK 11927 PAGE 1037 OF OFFICIAL RECORDS AND MARCH 6, 1979 IN BOOK 13057 PAGE 1890 OF OFFICIAL RECORDS. Dona 7 Description : Orange ,CA Document -Year .DocID 2003 .774985 Page: 9 of 13 Order: 2409626 Comment: STATE OF CALIFO COUNTY OF C l On this day of 2003, before me, v a'J LL4-t- a NotaryPublic in and for the State of California, personalty appeared personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument WITNESS my hand and of vial Signature My commission exbires JOAN SLADBC Commission # 12M M Notary PtAft - CWAnft Orange Count' t i ,,v,t c* s Nt r31.= Description : Orange ,CA Document -Year .DocID 2003 .774985 Page : 10 of 13 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: JOAN SLADEK DATE COMMISSION EXPIRES: MARCH 31, 2004 COMMISSION NUMBER: 125504 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS I" of July, 2 ITLE ASSISTANT CHICAGO TITLE COMPANY Description: Orange ,CA Document -Year .DocID 2003.774985 Page : 11 of 13 Order: 2409626 Comment: STATE OF CALIFORNIA COUNTY OF Lb NG L SS. On this day of liwe' , 2043 before me, t' rki n s a Notary Public in and for the State of California, personally appeared personally known to me ( to be the person(a) whose name(e) is/am subscribed to the within instrument and acknowledged to me that he/& ieIthe9 executed the same in his/Wor/their authorized capacity0e), and that by his/hootheir signature(s) on the instrument the person(a), or the entity upon behalf of which the person(e) acted, executed the instrument WITNESS y nd and official seal Signature I My commission expires PATRICIA D. " i, carnmt&on =5 Notay puGrc -C"-,-- Los Loa Ar C j .- '- MyCawLE- ... ) N Description : Orange ,CA Document -Year .DociD 2003 .774985 Page : 12 of 13 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: PATRICIA D. PERKINS DATE COMMISSION EXPIRES: NOV 22, 2004 COMMISSION NUMBER: 1284275 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: LOS ANGELES EXECUTED AT IRVINE, CALIFORNIA ON THIS I" day of July, 2003 T E A SISTANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year.DocID 2003.774985 Page : 13 of 13 Order : 2409626 Comment: 9 PECORDED AT THE REQUEST OF CHICAGO TITLE COMPANY AND WHEN RECORDED MAIL TO: WELLS FARGO BANK, NATIONAL ASSOCIATION 333 S. Grand Ave., 91" Floor Los Angeles, CA 90071 Attn: Dovie M Kapoh Loan No • Recorded In Official Records , County of Orange Tom Daly, Clerk -Recorder 911111111111111III1ll VIIIIIIIIIIBIgllllllll111111111II30.00 2003000774986 04:00pm 07/01/03 10028 S13 13 0 00 0.00 0.00 0.00 24,00 0.00 0 00 0.00 SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT (Lease To Deed of Trust) 418 NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT ("Agreement") is made April 17, 2003 by and between MULLROCK 1-7777, LLC, a Delaware limited liability company ("Owner"), BARTON BEERS, Ltd., a Maryland corporation ("Lessee") and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender"). RECITALS pEA. Pursuant to the terms and provisions of a(el ' daFetdrNfarc 21, 1997, First Amendment dated December 7, 1999 and Second Amendment dated February 12, 2003 (collectively referred to as the "Lease"), Owner, as "Lessor", granted to Lessee a leasehold estate in and to a portion of the property described on Exhibit A attached hereto and incorporated herein by this reference (which property, together with all improvements now or hereafter located on the property, is defined as the "Property"). B Intentionally deleted C. Owner has executed, or proposes to execute, a deed of trust with absolute assignment of leases and rents, security agreement and fixture filing ("Deed of Trust") securing, among other things, a promissory note ("Note") in favor of Lender, which Note is payable with interest and upon the terms and conditions described therein ("Loan"). The Deed of Trust is to be recorded concurrently herewith. D. As a condition to making the Loan secured by the Deed of Trust, Lender requires that the Deed of Trust be unconditionally and at all times remain a lien on the Property, prior and superior to all the rights of Lessee under the Lease and that the Lessee specifically and unconditionally subordinate the Lease to the lien of the Deed of Trust. E. Owner and Lessee have agreed to the subordination, attornment and other agreements herein in favor of Lender. NOW THEREFORE , for valuable consideration and to induce Lender to make the Loan, Owner and Lessee hereby agree for the benefit of Lender as follows C 1D000ME-1Yemyok%LOCALS-1\TempF-7970763 docWFRE19 (REV797) Page 1 Description : Orange ,CA Document -Year .DoclD 2003 .774986 Page: 1 of 13 Order : 2409626 Comment: Loan No. 2713TZL 1. SUBORDINATION. Owner and Lessee hereby agree that: 1 1 Prior Lien. The Deed of Trust securing the Note in favor of Lender, and any modifications, renewals or extensions thereof, shall unconditionally be and at all times remain a lien on the Property prior and superior to the Lease: 1.2 Subordination. Lender would not make the Loan without this agreement to subordinate; and 1.3 Whole A reement. This Agreement shall be the whole agreement and only agreement with regard to the subordination of the Lease to the lien of the Deed of Trust and shall supersede and cancel, but only insofar as would affect the priority between the Deed of Trust and the Lease, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease which provide for the subordination of the Lease to a deed or deeds of trust or to a mortgage or mortgages. AND FURTHER, Lessee individually declares, agrees and acknowledges for the benefit of Lender, that: 1.4 Use of Proceeds. Lender, in making disbursements pursuant to the Note, the Deed of Trust or any loan agreements with respect to the Property, is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat this agreement to subordinate in whole or in part; 1.5 Waiver Relin uishment and Subordination. Lessee intentionally and unconditionally waives, relinquishes and subordinates all of Lessee's right, title and interest in and to the Property to the lien of the Deed of Trust and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, specific loans and advances are being and will be made by Lender and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination. 2. ASSIGNMENT Lessee acknowledges and consents to the assignment of the Lease by Lessor in favor of Lender. 3. ADDITIONAL AGREEMENTS Lessee covenants and agrees that, during all such times as Lender is the Beneficiary under the Deed of Trust, 3.1 Modification Terminatlo and Cancellatlo . Lessee will not consent to any modification, amendment, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent and will not make any payment to Lessor in consideration of any modification, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent; 3.2 Notice of Default. Lessee will notify Lender in writing concurrently with any notice given to Lessor of any default by Lessor under the Lease, and Lessee agrees that Lender has the right (but not the obligation) to cure any breach or default specified in such notice within the time periods set forth below and Lessee will not declare a default of the Lease, as to Lender, if Lender cures such default within fifteen (15) days from and after the expiration of the time period provided in the Lease for the cure thereof by Lessor; provided, however, that if such default cannot with diligence be cured by Lender within such fifteen (15) day period, the commencement of action by Lender within such fifteen (15) day period to remedy the same shall be deemed sufficient so long as Lender pursues such cure with diligence; 33 No Advance Rents. Lessee will make no payments or prepayments of rent more than one (1) month in advance of the time when the same become due under the Lease; and 34 Assi nment of Rents. Upon receipt by Lessee of written notice from Lender that Lender has elected to terminate the license granted to Lessor to collect rents, as provided in the Deed of Trust, and directing the C %DOCUME-14e4nyaMLOCALS-1\Temp1-7970763 doc WFRE19 (REV 7/97) Page 2 Description : Orange ,CA Document -Year .DocID 2003 .774986 Page: 2 of 13 Order : 2409626 Comment: Loan No 2713TZL payment of rents by Lessee to Lender, Lessee shall comply with such direction to pay and shall not be required to determine whether Lessor is in default under the Loan and/or the Deed of Trust. 4. ATTORNMENT . Lessee agrees for the benefit of Lender (including for this purpose any transferee of Lender or any transferee of Lessor's title In and to the Property by Lender's exercise of the remedy of sale by foreclosure under the Deed of Trust) as follows: 4.1 Pa ment of Rent. Lessee shall pay to Lender all rental payments required to be made by Lessee pursuant to the terms of the Lease for the duration of the term of the Lease; 42 Continuation of Performance Lessee shall be bound to Lender in accordance with all of the provisions of the Lease for the balance of the term thereof, and Lessee hereby attoms to Lender as its landlord, such attornment to be effective and self-operative without the execution of any further instrument immediately upon Lender succeeding to Lessor's interest in the Lease and giving written notice thereof to Lessee; 43 No Offset. Lender shall not be liable for, nor subject to, any offsets or defenses which Lessee may have by reason of any act or omission of Lessor under the Lease, nor for the return of any sums which Lessee may have paid to Lessor under the Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Lessor to Lender, and 44 Subse uent Transfer If Lender, by succeeding to the interest of Lessor under the Lease, should become obligated to perform the covenants of Lessor thereunder, then, upon any further transfer of Lessor's interest by Lender, all of such obligations shall terminate as to Lender. 5. NON-DISTURBANCE. In the event of a foreclosure under the Deed of Trust, so long as there shall then exist no breach, default, or event of default on the part of Lessee under the Lease, Lender agrees for itself and its successors and assigns that the leasehold interest of Lessee under the Lease shall not be extinguished or terminated by reason of such foreclosure, but rather the Lease shall continue in full force and effect and Lender shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the Lease except as modified by this Agreement; provided, however, that Lessee and Lender agree that the following provisions of the Lease (if any) shall not be binding on Lender: any option to purchase with respect to the Property; any right of first refusal with respect to the Property, any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the terms of the Deed of Trust. 6. MISCELLANEOUS. 6.1 Heirs Successors Assi ns and Transferee . The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the parties hereto; and 6.2 Notices. All notices or other communications required or permitted to be given pursuant to the provisions hereof shall be deemed served upon delivery or, if mailed, upon the first to occur of receipt or the expiration of three (3) days after deposit in United States Postal Service, certified mail, postage prepaid and addressed to the address of Lessee or Lender appearing below. CADOCUME-1YemyaMLOCALS-11Templ-7970763 doc WFRE19 (REV 7197) Page 3 Description: Orange,CA Document-Year.DocZD 2003.774986 Page: 3 of 13 Order: 2409626 Comment: Loan No. 2713TZL "OWNER" "LENDER" MULLROCK 1-7777, LLC WELLS FARGO BANK, NATIONAL ASSOCIATION do The Muller Company 333 South Grand Ave., 9th Floor 23521 Paseo de Valencia, Suite 200 Los Angeles, CA 90071 Laguna Hills, CA 92653 Attn: Dovie M Kapoh Loan No. "LESSEE" BARTON BEERS 7777 Center Ave., Suite 490 Huntington Beach, CA 92647 provided, however, any party shall have the right to change its address for notice hereunder by the giving of written notice thereof to the other party in the manner set forth in this Agreement; and 6.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument; and 6.4 Remedies Cumulative. All rights of Lender herein to collect rents on behalf of Lessor under the Lease are cumulative and shall be in addition to any and all other rights and remedies provided by law and by other agreements between Lender and Lessor or others; and 6.5 Para ra h Headin s . Paragraph headings in this Agreement are for convenience only and are not to be construed as part of this Agreement or in any way limiting or applying the provisions hereof. INCORPORATION. Exhibit A and Lease Guarantor's Consent (if any) are attached hereto and incorporated herein by this reference IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO. "OWNER" C 1D000ME-1VevnyakLLOCALS-I1Temp1-7 970 78 3 doc WFRE19 (REV 71971 MULLROCK 1-7777, LLC, a Delaware limited liability company By. Its- Page 4 rn Description: Orange,CA Document -Year .DocID 2003.774986 Page: 4 of 13 Order: 2409626 Comment: Loan No. 2713TZL "LENDER" WELLS FARGO BANK, NATIONAL ASSOCIATION By. Sea ahon Its: Vice President "LESSEE" BARTON BEERS, Ltd., a Maryland orpo on By: VIts: (ALL SIGNATURES MUST BE ACKNOWLEDGED) C MOOCUME-Weeny I LOCALS-11Temp -7970763 doc WFRE/9 (REV 7/97) Page 5 Description : Orange ,CA Document -Year .DocID 2003.774986 Page: 5 of 13 Order: 2409626 Comment: • EXHIBIT A Loan No. DESCRIPTION OF PROPERTY EXHIBIT A to Subordination Agreement; Acknowledgment of Lease Assignment, Estoppel, Attornment and Non-Disturbance Agreement, executed by MULLROCK 1-7777, LLC, a Delaware limited liability company as "Owner BARTON BEERS, LTD., a Maryland corporation, as "Lessee", and WELLS FARGO BANK, NATIONAL ASSOCIATION, as "Lender". All that certain real property located in the County of Orange, State of California, described as follows: APN Parcel A: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 14. TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 51 PAGE 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL I OF PARCEL MAP NO. 79-585, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 31,32 AND 33 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM THE PORTION OF SAID LAND INCLUDED IN THE EAST HALF OF SAID NORTHWEST QWARTER, ALL WATER, WATER RIGHTS, OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED , AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT , HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFTEY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS RESERVED IN THE DEED FROM JODA SORK AND WIFE TO THE STATE OF CALIFORNIA , RECORDED SEPTEMBER 14, 1959 IN BOOK 4879 PAGE 19 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, ONE-HALF OF ALL MINERAL, OIL, GAS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, FOR A PERIOD OF 15 YEARS, OR UPON THE DEATH OF THE LAST SURVIOR OF RALEIGH CLANTON AND GRACE M. M. CLANTON , HUSBAND AND WIFE, WHICHEVER EVENT FIRST OCCURS, TOGETHER WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE PURPOSE OF PROSPECTING FOR, DEVELOPING AND PRODUCING SAID SUBSTANCES, AS RESERVED IN THE C (DOCUME-14evnyakkLOCALS-1\7emp1-7970763 doe WFRE19 (REV 7/87) Page 6 Description : Orange,CA Document -Year.DocID 2003 .774986 Page : 6 of 13 Order : 2409626 Comment: EXHIBIT A Loan No. DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON, TO SAM KIYOHIDE AIHARA AND FUMI AIHARA, HUSBAND AND WIFE, RECORDED JANUARY 5, 1956 IN BOOK 3341 PAGE 329 OF OFFICAL RECORDS. NOTE: THE RIGHT TO DRILL WELLS, TUNNELS, SHAFTS, EXPLORE, ETC., TO THE SURFACE OR UPPER 100 FEET OF THE SUBSURFACE, WERE RELINQUISED TO THE STATE OF CALIFORNIA BY QUITCLAIM DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON RECORDED NOVEMBER 22, 1960 IN BOOK 5518 PAGE 590 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, THE REMAIDER OF ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR, AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED , OIL OR GAS WELLS , TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN , REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT , THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LAND, AS RESERVED IN THE DEED FROM SAM KIYOHIDE AIHARA AND FUMI AIHARA TO THE STATE OF CALIFORNIA, RECORDED NOVEMBER 22, 1960 IN BOOK 5518 PAGE 586 OF OFFICIAL RECORDS. PARCEL B: A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND PARKING OF MOTOR VEHICLES AND FOR THE INGRESS AND EGRESS OF PEDESTRIANS AS SAID EASEMENT IS SET FORTH IN SECTION 4.6 OF THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT RECORDED MAY 4,1976 IN BOOK 11726 PAGE 752 OF OFFICIAL RECORDS , AS AMENDED BY INSTRUMENTS RECORDED OCTOBER 18, 1976 IN BOOK 11927 PAGE 1037 OF OFFICIAL RECORDS AND MARCH 6,1979 IN BOOK 13057 PAGE 1890 OF OFFICIAL RECORDS. C COCUME-lVemyakLLOCALS -I%Temph7970763 doc WFRE19 fREV 7/97) Page 7 Description : Orange ,CA Document -Year .DocID 2003 .774986 Page: 7 of 13 Order : 2409626 Comment: STATE OF CALIFO }rVCOUNTY OF 'Mc s$ On this ,5 day of Al A , 2003, before me, L fJ . LA )F. a Notary Public in and for the State of California, personally appeared LL personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument WITNESS my hand and official al Signature ALI JOAN SWDEK Commission # 11S5O4 Noy Public - C01111l>fllb My comm)ssior1 e4ires / 0 OMWCOQ*Corr W31,=4 C \DOCUME-rievnyakLLOCALS-1\Temp\-7970763 doc WFRE19 (REV7197) Description : Orange ,CA Document-Year .DocZD 2003 .774986 Page: 8 of 13 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: JOAN SLADEK DATE COMMISSION EXPIRES : MARCH 31, 2004 COMMISSION NUMBER : 125504 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS l' y of July, 2003 L ITLE ASSISTA CHICAGO TITLE COMPANY Description: Orange ,CA Document -Year .DocID 2003 .774986 Page: 9 of 13 Order : 2409626 Comment: State of Illinois County of Cook This instrument was acknowledged before me on May 5, 2003 by James P. Ryan as Executive Vice President of Barton Beers, Ltd. LA J. CA"cY ' -. ary PuaAIc. Stun cr Wi "2a'4- - - Notary Public My Commission Expires: 04-19-04 Description : Orange ,CA Document -Year .DocID 2003 .774986 Page: 10 of 13 Order : 2409626 Comment: 0 I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: KARLA J. CAREY DATE COMMISSION EXPIRES: APRIL 19, 2004 COMMISSION NUMBER: VENDOR NUMBER: COUNTY WHERE BOND IS FILED: COOK, IL EXECUTED AT IRVINE, CALIFORNIA ON THIS I' day of July, 2003 I TITLE ASSISTANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year .DocID 2003 .774986 Page : 11 of 13 Order : 2409626 Comment: STATE OF CALIFORNIA COUNTY OF t.O AM Lz4 s$• On this L day of 1Ua I& , 2003, before me, Pair, o:1A, D . PerV.; n5 a Notary Public in and for the State of California, personally appeared r% personally known to me to be the person(e) whose name('e is/ow subscribed to the within instrument and acknowledged to me that he/ahalWey executed the same in his/49r/their authorized capacity(iee, and that by his/hcn't oir signature(s) on the instrument the person(a), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my d and official seal Signature My commission expires // - 23--o44 C \DOCUME-IYevnyeSALOCALS-11Temp1SNDA Mu)er-Exact Software Doc WFRE19 (REV 7197) IQs f'v;,Los kig ics Cast;`; - ftCtrrntB#WI*r.'n= Description : Orange ,CA Document -Year . DocID 2003 .774986 Page : 12 of 13 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: PATRICIA D. PERKINS DATE COMMISSION EXPIRES: NOV 22, 2004 COMMISSION NUMBER: 1284275 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: LOS ANGELES EXECUTED AT IRVINE, CALIFORNIA ON THIS I" defy of July, 2003 T E A STANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year .DocID 2003 .774986 Page : 13 of 13 Order : 2409626 Comment: • REuit- DED AT THE REQUEST OF CHICAGO TITLE COMPANY AND WHEN RECORDED MAIL TO: WELLS FARGO BANK, NATIONAL ASSOCIATION 333 S. Grand Ave., 9th Floor Los Angeles, CA 90071 Attn: Dovie M Kapoh Loan No. 0 Recorded In Official Records, County of Orange Tom Daly , Clerk-Recorder I IIIII I I III II II I tI II Il I It Ilgl II1611VI I Ilq IIII I lil l I 28.00 2003000774987 04:00pm 07/01/03 10029 S13 12 0.00 0.00 0.00 0.00 22.00 0.00 0 00 0.00 SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT (Lease To Deed of Trust) -A 10 NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT ("Agreement') is made April 17, 2003 by and between MULLROCK 1-7777, LLC, a Delaware limited liability company ("Owner "), ACHIEVE GLOBAL , INC., a corporation ("Lessee") and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender").T(or+ 41 pRpECITALS A. Pursuant to the terms and provisions of a ash aa'ter eF bruary 18, 1998 and First Amendment dated March 20, 2001 (collectively referred to as the "Lease"), Owner, as "Lessor', granted to Lessee a leasehold estate in and to a portion of the property described on Exhibit A attached hereto and incorporated herein by this reference (which property, together with all improvements now or hereafter located on the property, is defined as the "Property"). B. Intentionally deleted C. Owner has executed, or proposes to execute, a deed of trust with absolute assignment of leases and rents, security agreement and fixture filing ("Deed of Trust") securing, among other things, a promissory note ("Note") in favor of Lender, which Note is payable with Interest and upon the terms and conditions described therein ("Loan"). The Deed of Trust is to be recorded concurrently herewith. 0. As a condition to making the Loan secured by the Deed of Trust, Lender requires that the Deed of Trust be unconditionally and at all times remain a lien on the Property, prior and superior to all the rights of Lessee under the Lease and that the Lessee specifically and unconditionally subordinate the Lease to the lien of the Deed of Trust. E Owner and Lessee have agreed to the subordination , attomment and other agreements herein in favor of Lender. NOW THEREFORE, for valuable consideration and to induce Lender to make the Loan, Owner and Lessee hereby agree for the benefit of Lender as follows: CIDOCUME-lVswgaMLOCALS-11Temp,SNDA Muler - Achkve Gbrml, Inc. doeWFRE19 (REV7f97) Page 1 Description: Orange ,CA Document -Year.DocID 2003 .774987 Page: 1 of 12 Order : 2409626 Comment: Loan No. 2713TZL 1. SUBORDINATION . Owner and Lessee hereby agree that: 1.1 Prior Lien. The Deed of Trust securing the Note in favor of Lender, and any modifications, renewals or extensions thereof, shall unconditionally be and at all times remain a lien on the Property prior and superior to the Lease; 1.2 Subordination. Lender would not make the Loan without this agreement to subordinate; and 1.3 Whole A reement . This Agreement shall be the whole agreement and only agreement with regard to the subordination of the Lease to the lien of the Deed of Trust and shall supersede and cancel, but only insofar as would affect the priority between the Deed of Trust and the Lease, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease which provide for the subordination of the Lease to a deed or deeds of trust or to a mortgage or mortgages. AND FURTHER, Lessee individually declares, agrees and acknowledges for the benefit of Lender, that: 1.4 Use of Proceeds . Lender, in making disbursements pursuant to the Note, the Deed of Trust or any loan agreements with respect to the Property, is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat this agreement to subordinate in whole or in part; 1.5 Waiver Rollin ulshment and Subordination. Lessee intentionally and unconditionally waives, relinquishes and subordinates all of Lessee's right, title and interest in and to the Property to the lien of the Deed of Trust and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, specific loans and advances are being and will be made by Lender and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination. 2. ASSIGNMENT. Lessee acknowledges and consents to the assignment of the Lease by Lessor in favor of Lender. 3. ADDITIONAL AGREEMENTS. Lessee covenants and agrees that, during all such times as Lender is the Beneficiary under the Deed of Trust. 3.1 Modification Termination and Cancellation . Lessee will not consent to any modification, amendment, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent and will not make any payment to Lessor in consideration of any modification, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent; 3.2 Notice of Default. Lessee will notify Lender in writing concurrently with any notice given to Lessor of any default by Lessor under the Lease, and Lessee agrees that Lender has the right (but not the obligation) to cure any breach or default specified in such notice within the time periods set forth below and Lessee will not declare a default of the Lease , as to Lender, if Lender cures such default within fifteen (15) days from and after the expiration of the time period provided in the Lease for the cure thereof by Lessor, provided, however, that if such default cannot with diligence be cured by Lender within such fifteen (15) day period, the commencement of action by Lender within such fifteen (15) day period to remedy the same shall be deemed sufficient so long as Lender pursues such cure with diligence; 3.3 o Advance Rents. Lessee will make no payments or prepayments of rent more than one (1) month in advance of the time when the same become due under the Lease; and 3.4 Assi nment of Rents. Upon receipt by Lessee of written notice from Lender that Lender has elected to terminate the license granted to Lessor to collect rents, as provided in the Deed of Trust, and directing the C 1DO00ME-1\evnyaMLOCALS-11TempkSNDA MLAI • Addeve G obA. Inc ODcWFRE19 (REV 7/97) Page 2 Description: Orange ,CA Document -Year .DocID 2003.774987 Page: 2 of 12 Order: 2409626 Comment: Loan No. 2713TZL payment of rents by Lessee to Lender, Lessee shall comply with such direction to pay and shall not be required to determine whether Lessor is in default under the Loan and/or the Deed of Trust. 4. ATTORNMENT . Lessee agrees for the benefit of Lender (including for this purpose any transferee of Lender or any transferee of Lessor's title in and to the Property by Lender's exercise of the remedy of sale by foreclosure under the Deed of Trust) as follows: 4.1 Pa ment of Rent. Lessee shall pay to Lender all rental payments required to be made by Lessee pursuant to the terms of the Lease for the duration of the term of the Lease; 4.2 Continuation of Performance. Lessee shall be bound to Lender in accordance with all of the provisions of the Lease for the balance of the term thereof, and Lessee hereby attoms to Lender as its landlord, such attomment to be effective and self-operative without the execution of any further instrument immediately upon Lender succeeding to Lessor's interest in the Lease and giving written notice thereof to Lessee; 4.3 No Offset. Lender shall not be liable for, nor subject to, any offsets or defenses which Lessee may have by reason of any act or omission of Lessor under the Lease, nor for the return of any sums which Lessee may have paid to Lessor under the Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Lessor to Lender; and 4.4 Subse uent Transfer. If Lender, by succeeding to the interest of Lessor under the Lease, should become obligated to perform the covenants of Lessor thereunder, then, upon any further transfer of Lessor's interest by Lender, all of such obligations shall terminate as to Lender. 5. NON-DISTURBANCE. In the event of a foreclosure under the Deed of Trust, so long as there shall then exist no breach, default, or event of default on the part of Lessee under the Lease, Lender agrees for itself and its successors and assigns that the leasehold interest of Lessee under the Lease shall not be extinguished or terminated by reason of such foreclosure, but rather the Lease shall continue in full force and effect and Lender shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the Lease except as modified by this Agreement; provided, however, that Lessee and Lender agree that the following provisions of the Lease (if any) shall not be binding on Lender: any option to purchase with respect to the Property; any right of first refusal with respect to the Property; any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the terms of the Deed of Trust 6 MISCELLANEOUS. 6.1 Heim Successors Assl ns and Transferees. The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the parties hereto; and 6.2 Notices. All notices or other communications required or permitted to be given pursuant to the provisions hereof shall be deemed served upon delivery or, if mailed, upon the first to occur of receipt or the expiration of three (3) days after deposit in United States Postal Service, certified mail, postage prepaid and addressed to the address of Lessee or Lender appearing below: C 1DOCUME-1YevnyaMLOCALS-11Temp SNDA Muller • Acheve Global, 41t doc WFRE19 (REV 7197) Page 3 Description : Orange ,CA Document -Year .DocID 2003 .774987 Page: 3 of 12 Order : 2409626 Comment: Loan No. 2713TZL "OWNER" "LENDER" MULLROCK 1-7777, LLC WELLS FARGO BANK, NATIONAL ASSOCIATION c/o The Muller Company 333 South Grand Ave., 9th Floor 23521 Paseo de Valencia, Suite 200 Los Angeles, CA 90071 Laguna Hilts, CA 92653 Attn: Dovie M. Kapoh Loan No. "LESSEE" ACHIEVE GLOBAL, INC. 170 W. E ICZA-lon 1261,Zoo Draper, ur 84 O2.o At#n. Lease Ac minisfirator• provided, however, any party shall have the right to change its address for notice hereunder by the giving of written notice thereof to the other party in the manner set forth in this Agreement; and 6.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same Instrument; and 6.4 Remedies Cumulative. All rights of Lender herein to collect rents on behalf of Lessor under the Lease are cumulative and shall be in addition to any and all other rights and remedies provided by law and by other agreements between Lender and Lessor or others; and 6.5 Para ra h Headin s Paragraph headings in this Agreement are for convenience only and are not to be construed as part of this Agreement or inany way limiting or applying the provisions hereof. INCORPORATION . Exhibit A and Lease Guarantor's Consent (if any) are attached hereto and incorporated herein by this reference. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO. "OWNER" C IDOCUME-1YernyaMLOCALS-1%Tanp%SNDA Muller- Ad,eve Global. hr; d=WFRE19 (REV 7/87) MULLROCK 1-7777, LLC, a Delaware limited liability company By: Its: Page 4 Description: Orange ,CA Document-Year .DocID 2003.774987 Page: 4 of 12 Order: 2409626 Comment: Loan No. 2713TZL "LENDER" WELLS FARGO BANK, NATIONAL ASSOCIATION By: Sean Mahon Its: Vice President "LESSEE" ACHIEVE GLOBAL, INC., a ration FloyicI By: Its: C-- . C ,R (ALL SIGNATURES MUST BE ACKNOWLEDGED) C WOCUME-VYS kALOCALS-11Temp%SNOA Muller - Adueve Global, kr- doc WFRE19 (REV 7197) Page 5 Description: Orange ,CA Document -Year .DociD 2003.774987 Page: 5 of 12 Order: 2409626 Comment: EXHIBIT A Loan No. DESCRIPTION OF PROPERTY EXHIBIT A to Subordination Agreement; Acknowledgment of Lease Assignment, Estoppel, Attornment and Non-Disturbance Agreement, executed by MULLROCK 1-7777, LLC, a Delaware limited liability company as "Owner ACHIEVE GLOBAL, INC., a @sWdrttl8 corporation, as "Lessee", and WELLS FARGO BANK, NATIONAL ASSOCIATION, as "Lender" Flol «tti All that certain real property located in the County of Orange, State of California, described as follows: APN Parcel A: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 14. TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 51 PAGE 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL 1 OF PARCEL MAP NO. 79-585, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 31, 32 AND 33 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM THE PORTION OF SAID LAND INCLUDED IN THE EAST HALF OF SAID NORTHWEST QWARTER, ALL WATER , WATER RIGHTS , OIL, OIL RIGHTS , MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS , AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFTEY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS RESERVED IN THE DEED FROM JODA SORK AND WIFE TO THE STATE OF CALIFORNIA , RECORDED SEPTEMBER 14,1959 IN BOOK 4879 PAGE 19 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION , ONE-HALF OF ALL MINERAL, OIL, GAS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, FOR A PERIOD OF 15 YEARS, OR UPON THE DEATH OF THE LAST SURVIOR OF RALEIGH CLANTON AND GRACE M. M. CLANTON, HUSBAND AND WIFE, WHICHEVER EVENT FIRST OCCURS, TOGETHER WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE C WOCUME-IVWMVekLLOCALS-I%TempLSNOA Mufer.AMom CROW. W_ doe WFRE19 (REV7/97) Page 6 Description: Orange, CA Document -Year .DocZD 2003.774987 Page: 6 of 12 Order: 2409626 Comment: EXHIBIT A Loan No. PURPOSE OF PROSPECTING FOR, DEVELOPING AND PRODUCING SAID SUBSTANCES, AS RESERVED IN THE DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON, TO SAM KIYOHIDE AIHARA AND FUMI AIHARA, HUSBAND AND WIFE, RECORDED JANUARY 5, 1956 IN BOOK 3341 PAGE 329 OF OFFICAL RECORDS. NOTE: THE RIGHT TO DRILL WELLS, TUNNELS , SHAFTS, EXPLORE, ETC., TO THE SURFACE OR UPPER 100 FEET OF THE SUBSURFACE, WERE RELINQUISED TO THE STATE OF CALIFORNIA BY QUITCLAIM DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON RECORDED NOVEMBER 22,1960 IN BOOK 5518 PAGE 590 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, THE REMAIDER OF ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR, AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH THE EXTERIOR LIMITS THEREOF , AND TO REDRILL, RETUNNEL , EQUIP, MAINTAIN , REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LAND, AS RESERVED IN THE DEED FROM SAM KIYOHIDE AIHARA AND FUMI AIHARA TO THE STATE OF CALIFORNIA , RECORDED NOVEMBER 22, 1960 IN BOOK 5518 PAGE 586 OF OFFICIAL RECORDS. PARCEL B: A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND PARKING OF MOTOR VEHICLES AND FOR THE INGRESS AND EGRESS OF PEDESTRIANS AS SAID EASEMENT IS SET FORTH IN SECTION 4.6 OF THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT RECORDED MAY 4,1976 IN BOOK 11726 PAGE 752 OF OFFICIAL RECORDS , AS AMENDED BY INSTRUMENTS RECORDED OCTOBER 18, 1976 IN BOOK 11927 PAGE 1037 OF OFFICIAL RECORDS AND MARCH 6, 1979 IN BOOK 13057 PAGE 1890 OF OFFICIAL RECORDS. C OOCUME-Wevnye kLOCALS-1 TemplSNDA Muller - Adueve Global, hc, doc WFRE19 (REV 7197) Page 7 Description : Orange ,CA Document -Year .DocID 2003 .774987 Page: 7 of 12 Order: 2409626 Comment: UTAH C/ STATE OF GA tF0PXM COUNTY OF _T On this day of 2003 a me, U -1--14 a Notary Public In and for the State ofQsW . ersonally appeared vs personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) Is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal Signature My commission expires 81a -b C 1DO00ME-14evnyaMLOCALS-11Temp1SNDA Muller • Adoeve Global, Inc. doc WFRE19 (REV 7(97) NotaPubli ca ' ry Douglas W. Darrington1502 Buttercup Drive Sandy Utah 84092,at rwraec:in late My Commission Expires August 8. 2004 State of Utah Description : Orange ,CA Document -Year .DocZD 2003 .774987 Page: 8 of 12 Order : 2409626 Covent: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: DOUGLAS W. DARRINGTON DATE COMMISSION EXPIRES: AUG. Si 2004 COMMISSION NUMBER: VENDOR NUMBER: COUNTY WHERE BOND IS FILED: SALT LAKE, UT EXECUTED AT IRVINE, CALIFORNIA ON THIS I" day of July, 2003 ITLE ASSISTANT CHICAGO TITLE COMPANY Description: Orange,CA Document-Year .DocID 2003.774987 Page: 9 of 12 Order: 2409626 Comment: STATE OF L ) )ss. COUNTY OF hI } On JLAJ JE[ (O , 2001, before e, E K- , a notary public, personally appeared 6 personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness m hand and official seal. (Official Seal) STATE OF LIFOR.N/.q ) ss. COUNTY OF S Nt J i4 )) JOAN SLADEK Cortrnlss # l255.1 4 Nay Pub- - 00MGM613 Ou gs County MyC3 mB9 Mor31,24 On \l W 8 / 4 , 2003 before me, rI aiL • h 6 , a notary public, personally appeared personally known to me to be the person(am.) whose name(&) is/an-subscribed to the within instrument and acknowledged to me that he/9h&th y executed the same in his/wirauthorized capacity(ies, and that by hiss signatures on the instrument the person(a) or the entity upon behalf of which the person4$ acted , executed the instrument. Witness my hand a official seal. ,• I (Official Seal) FAAtii :tA M FM N! Co . Lsfon # rAV .% Notoq M*---Cat Wft 1" Its Aeiam Cattrl•,4;; IayrCortttitHspiffihbl2s."!r Description: Orange,CA Document-Year.DocID 2003.774987 Page: 10 of 12 Order: 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: JOAN SLADEK DATE COMMISSION EXPIRES : MARCH 31, 2004 COMMISSION NUMBER : 125504 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED : Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS I' day of July, 2003 ITLE ASSTSTAN CHICAGO TITLE COMPANY Description : Orange ,CA Document-Year .DocID 2003 .774987 Page : 11 of 12 Order : 2409626 Comment: • I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: PATRICIA D. PERKINS DATE COMMISSION EXPIRES: NOV 22, 2004 COMMISSION NUMBER : 1284275 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: LOS ANGELES EXECUTED AT IRVINE, CALIFORNIA ON THIS 1" y of July, 2003 E A ISTANT CHICAGO TITLE COMPANY Description : Orange , CA Document -Year .DocID 2003 .774987 Page : 12 of 12 Order : 2409626 Comment: • RECORDED AT THE REQUEST OF CH CAGO TITLE COMPANY AND WHEN RECORDED MAIL TO: WELLS FARGO BANK, NATIONAL ASSOCIATION 333 S. Grand Ave., 9th Floor Los Angeles, CA 90071 Attn: Dovie M. Kapoh Loan No. Recorded In Official Records , County of Orange Tom Daly, Clerk-Recorder I tl11hlIll I1llt!ltlltl llll l1 tlIIltlVlll 30.00 2003000774988 04:00pm 07/01/03 10028 S13 13 0 00 0.00 0.00 0.00 24.00 0.00 0 00 0.00 SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT (Lease To Deed of Trust) NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT, ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT ("Agreement) is made April 17, 2003 by and between MULLROCK 1-7777, LLC, a Delaware limited liability company ("Owner") IMPORTERS SOFTWARE SERVICES, INC., a California corporation, as successor in Interest to THE LAXMI GROUP, INC., a California corporation ("Lessee") and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender"). RECITALS A. Pursuant to the terms and provisions of a(8 $'Safed"Aprii 7, 1997 and First Amendment dated January 11, 2001 (collectively referred to as the "Lease"), Owner, as "Lessor", granted to Lessee a leasehold estate in and to a portion of the property described on Exhibit A attached hereto and incorporated herein by this reference (which property, together with all improvements now or hereafter located on the property, is defined as the "Property") B. Intentionally deleted C. Owner has executed, or proposes to execute, a deed of trust with absolute assignment of leases and rents, security agreement and fixture filing ("Deed of Trust') securing, among other things, a promissory note ("Note") in favor of Lender, which Note is payable with interest and upon the terms and conditions described therein ("Loan"). The Deed of Trust is to be recorded concurrently herewith. D. As a condition to making the Loan secured by the Deed of Trust, Lender requires that the Deed of Trust be unconditionally and at all times remain a lien on the Property, prior and superior to all the rights of Lessee under the Lease and that the Lessee specifically and unconditionally subordinate the Lease to the lien of the Deed of Trust. E Owner and Lessee have agreed to the subordination, attornment and other agreements herein in favor of Lender. NOW THEREFORE, for valuable consideration and to induce Lender to make the Loan, Owner and Lessee hereby agree for the benefit of Lender as follows: C 1DO00ME-7kevnyek\LOCALS-IlTemp%SNDA Muller - Imports Software - Lawmi Group doc WFRE79 (REV7197) Page 1 Description: Orange ,CA Docsunent-Year.DocID 2003.774988 Page: 1 of 13 Order: 2409626 Comment: Loan No. 2713TZL 1. SUB RDINATION. Owner and Lessee hereby agree that: 1.1 Prior Lien. The Deed of Trust securing the Note in favor of Lender, and any modifications, renewals or extensions thereof, shall unconditionally be and at all times remain a lien on the Property prior and superior to the Lease; 1.2 Subordination. Lender would not make the Loan without this agreement to subordinate; and 1.3 Wh to A ment . This Agreement shall be the whole agreement and only agreement with regard to the subordination of the Lease to the lien of the Deed of Trust and shall supersede and cancel, but only insofar as would affect the priority between the Deed of Trust and the Lease, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease which provide for the subordination of the Lease to a deed or deeds of trust or to a mortgage or mortgages. AND FURTHER, Lessee individually declares, agrees and acknowledges for the benefit of Lender, that: 1.4 Use of Proceeds. Lender, in making disbursements pursuant to the Note, the Deed of Trust or any loan agreements with respect to the Property, is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat this agreement to subordinate in whole or in part; 1.5 Waiver Relin uishment and Subordination . Lessee intentionally and unconditionally waives, relinquishes and subordinates all of Lessee's right, title and interest in and to the Property to the lien of the Deed of Trust and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, specific loans and advances are being and will be made by Lender and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination. 2. ASSIGNMENT. Lessee acknowledges and consents to the assignment of the Lease by Lessor in favor of Lender. 3. ADDITIONAL AGREEMENTS. Lessee covenants and agrees that, during all such times as Lender is the Beneficiary under the Deed of Trust: 3.1 Modification Te nation and Cancellation. Lessee will not consent to any modification, amendment, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent and will not make any payment to Lessor in consideration of any modification, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent; 3.2 Notice of Default. Lessee will notify Lender in writing concurrently with any notice given to Lessor of any default by Lessor under the Lease, and Lessee agrees that Lender has the right (but not the obligation) to cure any breach or default specified in such notice within the time periods set forth below and Lessee will not declare a default of the Lease, as to Lender, if Lender cures such default within fifteen (15) days from and after the expiration of the time period provided in the Lease for the cure thereof by Lessor, provided, however, that if such default cannot with diligence be cured by Lender within such fifteen (15) day period, the commencement of action by Lender within such fifteen (15) day period to remedy the same shall be deemed sufficient so long as Lender pursues such cure with diligence; 33 No Advance Rents. Lessee will make no payments or prepayments of rent more than one (1) month in advance of the time when the same become due under the Lease; and 3.4 As i nment of Rents. Upon receipt by Lessee of written notice from Lender that Lender has elected to terminate the license granted to Lessor to collect rents, as provided in the Deed of Trust, and directing the C 1D000ME-1Vevny itOCALS-11Temp1SNDA Muller - trr parb ScMrare • Laxlmi Group doc WFRE19 (REV7!97) Page 2 Description : Orange , CA Document -Year .DocZD 2003 .774988 Page: 2 of 13 Order : 2409626 Comment: Loan No. 2713TZL payment of rents by Lessee to Lender, Lessee shall comply with such direction to pay and shall not be required to determine whether Lessor is in default under the Loan and/or the Deed of Trust. 4. ATTORNMENT. Lessee agrees for the benefit of Lender (including for this purpose any transferee of Lender or any transferee of Lessor's title in and to the Property by Lender's exercise of the remedy of sale by foreclosure under the Deed of Trust) as follows: 4.1 Pa ment of Rent. Lessee shall pay to Lender all rental payments required to be made by Lessee pursuant to the terms of the Lease for the duration of the term of the Lease; 4.2 Continuation of Performance. Lessee shall be bound to Lender in accordance with all of the provisions of the Lease for the balance of the term thereof, and Lessee hereby attorns to Lender as its landlord, such attornment to be effective and self-operative without the execution of any further instrument immediately upon Lender succeeding to Lessor's interest in the Lease and giving written notice thereof to Lessee; 4.3 No Offset. Lender shall not be liable for, nor subject to, any offsets or defenses which Lessee may have by reason of any act or omission of Lessor under the Lease, nor for the return of any sums which Lessee may have paid to Lessor under the Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Lessor to Lender; and 4.4 Subse uent Transfer. If Lender, by succeeding to the interest of Lessor under the Lease, should become obligated to perform the covenants of Lessor thereunder, then, upon any further transfer of Lessor's interest by Lender, all of such obligations shall terminate as to Lender. 5. N N-DISTURBANCE . In the event of a foreclosure under the Deed of Trust, so long as there shall then exist no breach, default, or event of default on the part of Lessee under the Lease, Lender agrees for itself and its successors and assigns that the leasehold interest of Lessee under the Lease shall not be extinguished or terminated by reason of such foreclosure, but rather the Lease shall continue in full force and effect and Lender shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the Lease except as modified by this Agreement; provided, however, that Lessee and Lender agree that the following provisions of the Lease (if any) shall not be binding on Lender any option to purchase with respect to the Property; any right of first refusal with respect to the Property; any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the terms of the Deed of Trust. 6. MISCELLANEOUS. 6.1 Heirs Success rs Assi ns and Transferees. The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the parties hereto; and 6.2 Notices. All notices or other communications required or permitted to be given pursuant to the provisions hereof shall be deemed served upon delivery or, if mailed, upon the first to occur of receipt or the expiration of three (3) days after deposit in United States Postal Service, certified mail, postage prepaid and addressed to the address of Lessee or Lender appearing below: C 1D000ME -14emyak LOCALS -tlTempLSNDA MuOsr - knpcd Software - Lanni, Group doc WFREt9 (REV 191) Page 3 Description : Orange ,CA Document -Year .DoclD 2003 .774988 Page: 3 of 13 Order : 2409626 Consent: Loan No. 2713TZL "OWNER" "LENDER" MULLROCK 1-7777, LLC WELLS FARGO BANK, NATIONAL ASSOCIATION c/o The Muller Company 333 South Grand Ave., 92' Floor 23521 Paseo de Valencia , Suite 200 Los Angeles, CA 90071 Laguna Hills, CA 92653 Attn: Davie M. Kapoh Loan No. "LESSEE" IMPORTERS SOFTWARE SERVICES, INC 7777 Center Ave., Suite 410 Huntington Beach, CA 92647 rop vided, however, any party shall have the right to change its address for notice hereunder by the giving of written notice thereof to the other party in the manner set forth in this Agreement; and 6.3 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument; and 6.4 Remedies Cumulative. All rights of Lender herein to collect rents on behalf of Lessor under the Lease are cumulative and shall be in addition to any and all other rights and remedies provided by law and by other agreements between Lender and Lessor or others; and 6.5 Para re h Headin s. Paragraph headings in this Agreement are for convenience only and are not to be construed as part of this Agreement or in any way limiting or applying the provisions hereof. INCORPORATION. Exhibit A and Lease Guarantor 's Consent (if any) are attached hereto and incorporated herein by this reference. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO. "OWNER" C OOCUME-14mmyaMLOCALS-11Temp1SNOA Miller - Inpone Sofwaie - LaxrrN Group doc WFRE19 (REV7197) MULLROCK 1-7777, LLC, a Delaware limited liability company By: Its: 1 £nl&- /1 Page 4 Description: Orange ,CA Document -Year .DocID 2003.774988 Page: 4 of 13 Order: 2409626 Comment: Loan No. 2713TZL "LENDER' WELLS FARGO BANK, NATIONAL ASSOCIATION By: Sean Mahon Its: Vice President "LESSEE" IMPORTERS SOFTWARE SERVICES, INC. a California corporation By: Its: (ALL SIGNATURES MUST BE ACKNOWLEDGED) C 1D000ME-tlrevnyaMLOCALS-I%Temp%SNDA Miller . Ynport Software. Laxrmt Group ODc WFRE19 (REV7197) Page 5 Description : Orange ,CA Document -Year .DocID 2003 .774988 Page: 5 of 13 Order : 2409626 Comment: EXHIBIT A Loan No. DESCRIPTION OF PROPERTY EXHIBIT A to Subordination Agreement; Acknowledgment of Lease Assignment, Estoppel, Attornment and Non-Disturbance Agreement, executed by MULLROCK 1-7777, LLC, a Delaware limited liability company as "Owner IMPORTERS SOFTWARE SERVICES, INC., a California corporation, as successor in interest to THE LAXMI GROUP, INC., a California corporation , as "Lessee ", and WELLS FARGO BANK, NATIONAL ASSOCIATION , as "Lender'. All that certain real property located in the County of Orange, State of California, described as follows: APN Parcel A: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 14. TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 51 PAGE 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL I OF PARCEL MAP NO. 79-585, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 31,32 AND 33 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM THE PORTION OF SAID LAND INCLUDED IN THE EAST HALF OF SAID NORTHWEST QWARTER, ALL WATER , WATER RIGHTS , OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS , NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFTEY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS RESERVED IN THE DEED FROM JODA SORK AND WIFE TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 14, 1959 IN BOOK 4879 PAGE 19 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, ONE-HALF OF ALL MINERAL, OIL, GAS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, FOR A PERIOD OF 15 YEARS, OR UPON THE DEATH OF THE LAST SURVIOR OF RALEIGH CLANTON AND GRACE M. M. CLANTON, HUSBAND AND WIFE, WHICHEVER EVENT FIRST OCCURS, TOGETHER WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE C 1D000ME-WYevnyakLLOCALS-1\Temp\SNDA MuNer - Impod, Software - Lanm Group doc VJFRE19 (REV 7107) Page 6 Description : Orange ,CA Document -Year .DocID 2003 .774988 Page : 6 of 13 Order : 2409626 Comment: EXHIBIT A Loan No. PURPOSE OF PROSPECTING FOR, DEVELOPING AND PRODUCING SAID SUBSTANCES, AS RESERVED IN THE DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON, TO SAM KIYOHIDE AIHARA AND FUMI AIHARA, HUSBAND AND WIFE, RECORDED JANUARY 5, 1956 IN BOOK 3341 PAGE 329 OF OFFICAL RECORDS. NOTE: THE RIGHT TO DRILL WELLS, TUNNELS, SHAFTS, EXPLORE, ETC., TO THE SURFACE OR UPPER 100 FEET OF THE SUBSURFACE, WERE RELINQUISED TO THE STATE OF CALIFORNIA BY QUITCLAIM DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON RECORDED NOVEMBER 22,1960 IN BOOK 5518 PAGE 590 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, THE REMAIDER OF ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR, AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LAND, AS RESERVED IN THE DEED FROM SAM KIYOHIDE AIHARA AND FUMI AIHARA TO THE STATE OF CALIFORNIA , RECORDED NOVEMBER 22, 1960 IN BOOK 5518 PAGE 586 OF OFFICIAL RECORDS. PARCEL B: A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND PARKING OF MOTOR VEHICLES AND FOR THE INGRESS AND EGRESS OF PEDESTRIANS AS SAID EASEMENT IS SET FORTH IN SECTION 4.6 OF THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT RECORDED MAY 4, 1976 IN BOOK 11726 PAGE 752 OF OFFICIAL RECORDS, AS AMENDED BY INSTRUMENTS RECORDED OCTOBER 18,1976 IN BOOK 11927 PAGE 1037 OF OFFICIAL RECORDS AND MARCH 6,1979 IN BOOK 13057 PAGE 1890 OF OFFICIAL RECORDS. C 1D000ME-1VevnyaMLOCALS-1%Tomp%SNDA MUOar . Imports Software - Lawm GraM doe WFRE19 (REV 7197) Page 7 Description : Orange ,CA Document -Year .DocID 2003.774988 Page : 7 of 13 Order : 2409626 Comment: STATE OF CAUOI'E ssCOUNTY OF On this& day of , 2003, before me, . Li4bE/L.. a Notary Public in and for the State of California, personally appeared , personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official al Signature lip- My commissiorlcpires 3% U C 1DO00ME-1YevnyaMLOCALS-11TernpISNDA Miner - Imports Sallwere - Lmdml Group doc WFRE19 (REV 7197) JOAN SIADEK Commission # 12555134 Notary Public - Caflfomla Orange County MyCCmm. Bakes MQ31, ZX 4 Description: Orange ,CA Document -Year .DocZD 2003.774988 Page: 8 of 13 Order: 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: JOAN SLADEK DATE COMMISSION EXPIRES: MARCH 31, 2004 COMMISSION NUMBER: 125504 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS I" day of July, 2003 T E A SISTANT CHICAGO TITLE COMPANY Description : Orange , CA Document -Year.DocID 2003 .774988 Page: 9 of 13 Order : 2409626 Comment: 0 County of CALIFORNIA ALL-PURPOSE -ACKNOWLEDGMENT- -cc orec?trc GrcriLK?oCer_tit4r'r'cccactCsc-' State of California I' On before me, Date !1personally appeared 5 11 UY personally known to me roved to me on the basis of satisfactory evince a r)R,%NGE COUNTY RAQUEL LACHINO, #1307298 aCOMM. « } t ht3ry Public Californa (n r,y Comm. Expires 5?3105 Place Notary Seal Above WITNESS M hand and offic' I seal. ignetu N ry Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached o men r • . Title or Type of Document. t; , 1 Document Date. _-I7-v Signer(s) Other Than Named Above _-T--,_l Capacity (ies) Claimed by Signer Signer's Name: , O Individual 1-I Corporate Officer - Title(s): Partner - U Limited 0 General Attorney in Fact Li Trustee iJ Guardian or Conservator U Other • tirl• 1V Name and Tide of (e g , ' am Doe. Notary dre") Nam e) of S(gner(s) to be the person(s) whose name($ is/are_ subscribed to the within instrument and acknowledged to me that helsheAhey executed the same in his/berftheif- authorized capacity(ies), and that by hislher/tho- signature{s}on the instrument the person{s}; or the entity upon behalf of which the person$ - acted, executed the instrument. _ Number of Pages: Signer Is Representing. e Top o: thumb here 4 m 1999 Natbnat Neery Aa300atlan • 9350 Do Sow A", PO Boa 2402. ChmaworT, CA 91313-2402 • www neeonatratary orp Prod No. 5907 Reorder CO T011-i'(08 I•BfgA768821 Description : Orange , CA Doci>ment-Year . DocID 2003.774988 Page : 10 of 13 Order : 2409626 Cc=ent: 0 I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: RAQUEL LACHINO DATE COMMISSION EXPIRES: JUNE 3, 2005 COMMISSION NUMBER: 1307298 VENDOR NUMBER: ARSI COUNTY WHERE BOND IS FILED: Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS 1" ay of July, 200 LE SSISTA CHICAGO TITLE COMPANY Description : Orange , CA Document -Year . DoclD 2003 .774988 Page : 11 of 13 Order : 2409626 Comment: STATE OF CALIFORNIA COUNTY OF 6 R LES 8S On this/4' day of ILtnG , 200before me, T I''C/Z • !75 --- a Notary Public in and for the State of California, personally appeared personally known to me ( ) to be the person(s) whose named is/are subscribed to the within instrument and acknowledged to me that he/spedtisey executed the same in his/horl#wir authorized capacity (+oe), and that by his/her/their signature(s) on the instrument the person (e} or the entity upon behalf of which the person (a) acted, executed the instrument. WITNESS my Signature d and official seal My commission expires 1/-12 z-dam PAT.i1CIA fi, r' : r Cbrr7rdLSSCf1.• is :rtoac tb9c. Description : Orange ,CA Document -Year .DociD 2003 .774988 Page: 12 of 13 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: PATRICIA D. PERKINS DATE COMMISSION EXPIRES: NOV 22, 2004 COMMISSION NUMBER: 1284275 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED : LOS ANGELES EXECUTED AT IRVINE, CALIFORNIA ON THIS I" day of July, 2003 T E A ISTANT CHICAGO TITLE COMPANY Description : Orange , CA Document -Year .DocID 2003 .774988 Pager 13 of 13 Order : 2409626 Comment: 0 RECORDED AT THE REQUEST OF CHICAGO TITLE COMPANY AND WHEN RECORDED MAIL TO: WELLS FARGO BANK, NATIONAL ASSOCIATION 333 S. Grand Ave., 9`" Floor Los Angeles, CA 90071 Attn: Dovie M. Kapoh Loan No. • Recorded In Official Records , County of Orange Tom Daly , Cleric-Recorder VIIIVIIIIIIIIII IVIIIVIIVIIIVIVIIVIIIIV IIIIIVVIII 20.00 2003000774989 04:OOpm 07/01/03 100295139 0000 .000. 0.00 14.00 0.00 0 00 0.00 SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT (Lease To Deed of Trust) -416 NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT, ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT ("Agreement") is made April 17, 2003 by and between MULLROCK 1-7777, LLC, a Delaware limited liability company ("Owner"), NAKOMA GROUP LLC, a Delaware limited liability company, successor In Interest to DATA DESIGN CORPORATION, a California corporation ("Lessee") and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender") RECITALS A. Pursuant to the terms and provisions of a lease ated October 7, 1998 ("Lease"), Owner, as "Lessor", granted to Lessee a leasehold estate in and to a portion of the property described on Exhibit A attached hereto and incorporated herein by this reference (which property, together with all improvements now or hereafter located on the property, is defined as the "Property"). B. Intentionally deleted C Owner has executed, or proposes to execute, a deed of trust with absolute assignment of leases and rents, security agreement and fixture filing ("Deed of Trust") securing, among other things, a promissory note ("Note") in favor of Lender, which Note is payable with interest and upon the terms and conditions described therein ("Loan"). The Deed of Trust is to be recorded concurrently herewith. D. As a condition to making the Loan secured by the Deed of Trust, Lender requires that the Deed of Trust be unconditionally and at all times remain a lien on the Property, prior and superior to all the rights of Lessee under the Lease and that the Lessee specifically and unconditionally subordinate the Lease to the lien of the Deed of Trust. E Owner and Lessee have agreed to the subordination, attornment and other agreements herein in favor of Lender. NOW THEREFORE , for valuable consideration and to induce Lender to make the Loan, Owner and Lessee hereby agree for the benefit of Lender as follows, C 1000UME-1 YemyakQOCALS-11Temp1-5650194 doc WFRE19 IREV 7,97) Page 1 Description : Orange ,CA Document -Year . DocID 2003.774989 Page: 1 of 8 Order : 2409626 Connent: Loan No 2713TZL 1 SUBORDINATION Owner and Lessee hereby agree that: 1 1 Prior Lien. The Deed of Trust securing the Note in favor of Lender, and any modifications, renewals or extensions thereof, shall unconditionally be and at all times remain a lien on the Property prior and superior to the Lease; 1.2 Subordination . Lender would not make the Loan without this agreement to subordinate, and 1.3 Whole A reement. This Agreement shall be the whole agreement and only agreement with regard to the subordination of the Lease to the lien of the Deed of Trust and shall supersede and cancel, but only insofar as would affect the priority between the Deed of Trust and the Lease, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease which provide for the subordination of the Lease to a deed or deeds of trust or to a mortgage or mortgages. AND FURTHER, Lessee individually declares, agrees and acknowledges for the benefit of Lender, that: 1.4 Use of Proceeds Lender, in making disbursements pursuant to the Note, the Deed of Trust or any loan agreements with respect to the Property, is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat this agreement to subordinate in whole or in part; 1.5 Waiver Relin uishment and Subordination. Lessee intentionally and unconditionally waives, relinquishes and subordinates all of Lessee's right, title and interest in and to the Property to the lien of the Deed of Trust and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, specific loans and advances are being and will be made by Lender and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination. 2. ASSIGNMENT. Lessee acknowledges and consents to the assignment of the Lease by Lessor in favor of Lender. 3. ADDITIONAL AGREEMENTS. Lessee covenants and agrees that, during all such times as Lender is the Beneficiary under the Deed of Trust 3.1 Modification Termination and Cancellation. Lessee will not consent to any modification, amendment, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent and will not make any payment to Lessor in consideration of any modification, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent; 3.2 Notice of Default. Lessee will notify Lender in writing concurrently with any notice given to Lessor of any default by Lessor under the Lease, and Lessee agrees that Lender has the right (but not the obligation) to cure any breach or default specified in such notice within the time periods set forth below and Lessee will not declare a default of the Lease, as to Lender, if Lender cures such default within fifteen (15) days from and after the expiration of the time period provided in the Lease for the cure thereof by Lessor; provided, however, that if such default cannot with diligence be cured by Lender within such fifteen (15) day period, the commencement of action by Lender within such fifteen (15) day period to remedy the same shall be deemed sufficient so long as Lender pursues such cure with diligence; 3.3 No Advance Rents Lessee will make no payments or prepayments of rent more than one (1) month in advance of the time when the same become due under the Lease; and 34 Assi nment of Rents. Upon receipt by Lessee of written notice from Lender that Lender has elected to terminate the license granted to Lessor to collect rents, as provided in the Deed of Trust, and directing the C IOOCUME-14evnyek%LOCALS-1%TempM5650194 doe WFRE19 (REV 7197) Page 2 Description: Orange,CA Document-Year.DocID 2003.774989 Page: 2 of 8 Order : 2409626 Comment: Loan No 2713TZL payment of rents by Lessee to Lender, Lessee shall comply with such direction to pay and shall not be required to determine whether Lessor is in default under the Loan and/or the Deed of Trust. 4. ATTORNMENT Lessee agrees for the benefit of Lender (including for this purpose any transferee of Lender or any transferee of Lessor's title in and to the Property by Lender's exercise of the remedy of sale by foreclosure under the Deed of Trust) as follows- 4.1 Pa ment of Rent . Lessee shall pay to Lender all rental payments required to be made by Lessee pursuant to the terms of the Lease for the duration of the term of the Lease, 42 Continuation of Performance Lessee shall be bound to Lender in accordance with all of the provisions of the Lease for the balance of the term thereof, and Lessee hereby attorns to Lender as its landlord, such attornment to be effective and self-operative without the execution of any further instrument immediately upon Lender succeeding to Lessor's interest in the Lease and giving written notice thereof to Lessee; 4.3 No Offset Lender shall not be liable for, nor subject to, any offsets or defenses which Lessee may have by reason of any act or omission of Lessor under the Lease, nor for the return of any sums which Lessee may have paid to Lessor under the Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Lessor to Lender; and 44 Subse uent Transfer. If Lender, by succeeding to the interest of Lessor under the Lease, should become obligated to perform the covenants of Lessor thereunder, then, upon any further transfer of Lessor's interest by Lender, all of such obligations shall terminate as to Lender. 5 NON-DISTURBANCE. In the event of a foreclosure under the Deed of Trust, so long as there shall then exist no breach, default, or event of default on the part of Lessee under the Lease, Lender agrees for itself and its successors and assigns that the leasehold interest of Lessee under the Lease shall not be extinguished or terminated by reason of such foreclosure, but rather the Lease shall continue in full force and effect and Lender shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the Lease except as modified by this Agreement; provided, however, that Lessee and Lender agree that the following provisions of the Lease (if any) shall not be binding on Lender: any option to purchase with respect to the Property; any right of first refusal with respect to the Property; any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the terms of the Deed of Trust 6 MISCELLANEOUS. 61 Heirs Successors Assi ns and Transferees. The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the parties hereto; and 6.2 Notices. All notices or other communications required or permitted to be given pursuant to the provisions hereof shall be deemed served upon delivery or, if mailed, upon the first to occur of receipt or the expiration of three (3) days after deposit in United States Postal Service, certified mail, postage prepaid and addressed to the address of Lessee or Lender appearing below C 100CUME-14ev yakLLOCALS-11Temp1-5650194 doc WFRE19 (REV 797) Page 3 Description : Orange ,CA Doctzment-Year .DocID 2003 .774989 Page: 3 of 8 Order : 2409626 Comment: Loan No. 2713TZL "OWNER" "LENDER" MULLROCK 1-7777, LLC WELLS FARGO BANK, NATIONAL ASSOCIATION c/o The Muller Company 333 South Grand Ave., 91h Floor 23521 Paseo de Valencia , Suite 200 Los Angeles, CA 90071 Laguna Hills, CA 92653 Attn: Dovie M. Kapoh Loan No. "LESSEE" NOKOMA GROUP LLC, 7777 Center Avenue , Suite 690 Huntington Beach, CA 92647 provided, however, any party shall have the right to change its address for notice hereunder by the giving of written notice thereof to the other party in the manner set forth in this Agreement; and 6.3 Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument, and 6.4 Remedies Cumulative . All rights of Lender herein to collect rents on behalf of Lessor under the Lease are cumulative and shall be in addition to any and all other rights and remedies provided by law and by other agreements between Lender and Lessor or others; and 6.5 Para ra h Headin s. Paragraph headings in this Agreement are for convenience only and are not to be construed as part of this Agreement or in any way limiting or applying the provisions hereof INCORPORATION. Exhibit A and Lease Guarantor's Consent (if any) are attached hereto and incorporated herein by this reference. C VOCUME-1Vevnyek\LOCRLS-1 Tempt-5850194 doc WFRE19 (REV 7197) Page 4 Description : Orange ,CA Document -Year . DocID 2003 .774989 Page: 4 of 8 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: RAQUEL LACHINO DATE COMMISSION EXPIRES: JUNE 3, 2005 COMMISSION NUMBER: 1307298 VENDOR NUMBER: ARSI COUNTY WHERE BOND IS FILED: Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS I" day of July, 2003 LEA SISTANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year .DocID 2003.774989 Page: 5 of 8 Order : 2409626 Comment: STATE OF L(I ) )ss. COUNTY OF b 6c ) On JLt,J e 003, before meek"JoitJ & k _ , a notary public, personally appeared Jo/I fll . ' f (,L personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my nd and official seal. (Official Seal) STATE OF COUNTY OF JOAN SIADEK Commission # 1255 4 Notary Pubrc - CaRk n Orar ge County MyCarrnnB *esMor31.X04 On tID 2003, before me, Y)6 , a notary public, personally appeared rsonally known to me to be the person(a) whose name(&) is/an subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/h.Wthcir authorized capacity), and that by his/her> eif signature(r4 on the instrument the person(e) or the entity upon behalf of which the person(o) acted, executed the instrument. Witness my hand an official seal. (Official Seal) PATRICtA D. F_ ":K M5 can bsion # 1ZA275Notcry Pub5c - Ca 'Orr Los /1ttt,.:ios Count/ Wcoff " rsTgL v'C! Description: Orange,CA Docent-Year .DocID 2003.774989 Page: 6 of 8 Order: 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: JOAN SLADEK DATE COMMISSION EXPIRES: MARCH 31, 2004 COMMISSION NUMBER: 125504 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS 1" y of July, 2003 E ISTAN CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year.DocID 2003.774989 Page: 7 of 8 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: PATRICIA D. PERKINS DATE COMMISSION EXPIRES: NOV 22, 2004 COMMISSION NUMBER: 1284275 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: LOS ANGELES EXECUTED AT IRVINE, CALIFORNIA ON THIS I" day of July, 2003 LE ASSISTANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year .DocID 2003 .774989 Page: 8 of 8 Order : 2409626 Comment: 0 RECORDED AT THE REQUEST OF GNIC,AOO TITLE COMPANY AND WHEN RECORDED MAIL TO: WELLS FARGO BANK, NATIONAL ASSOCIATION 333 S. Grand Ave., 9`h Floor Los Angeles, CA 90071 Attn: Dovie M. Kapok Loan No. NOTICE: 0 Recorded In Official Records , County of Orange Tom Daly, Clerk-Recorder IIIIIIIIIImill@111111111111111111111911111 oil 11 30.00 419 2003000774990 04:OOpm 07/01103 10028S1313 0 00 0.00 0.00 0.00 24.00 0.00 0 00 0.00 SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT (Lease To Deed of Trust) THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT ("Agreement") is made April 17, 2003 by and between MULLROCK 1-7777, LLC, a Delaware limited liability company ("Owner"), BUCA RESTAURANTS 2, INC., A Minnesota corporation, dba Buca di Beppo ("Lessee") and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender"). '',,, RECITALS A. Pursuant to the terms and provisions of a d'ase date§8 July 10, 2002, First Amendment dated August 20, 2002 and Second Amendment dated December 10, 002 (collectively referred to as the "Lease"), Owner, as "Lessor", granted to Lessee a leasehold estate in and to a portion of the property described on Exhibit A attached hereto and incorpo- rated herein by this reference (which property, together with all improvements now or hereafter located on the property, is defined as the "Property"). B. Intentionally deleted C. Owner has executed, or proposes to execute, a deed of trust with absolute assignment of leases and rents, security agreement and fixture filing ("Deed of Trust") securing, among other things, a promissory note ("Note") in favor of Lender, which Note is payable with interest and upon the terms and conditions described therein ("Loan"). The Deed of Trust is to be recorded concurrently herewith D. As a condition to making the Loan secured by the Deed of Trust, Lender requires that the Deed of Trust be unconditionally and at all times remain a lien on the Property, prior and superior to all the rights of Lessee under the Lease and that the Lessee specifically and unconditionally subordinate the Lease to the lien of the Deed of Trust. E Owner and Lessee have agreed to the subordination, attornment and other agreements herein in favor of Lender. NOW THEREFORE, for valuable consideration and to induce Lender to make the Loan, Owner and Lessee hereby agree for the benefit of Lender as follows: G 1BucaW untlngtan BeedESNDA Mager • Bun do Beppu - Guarantor doc WFRE19 (REV7/97) Page 1 Description: Orange,CA Document-Year.DocZD 2003.774990 Page: 1 of 13 Order : 2409626 Comment: 1. SUBORDINATION . Owner and Lessee hereby agree that: 1.1 Prior Lien. The Deed of Trust securing the Note in favor of Lender, and any modifications, renewals or extensions thereof, shall unconditionally be and at all times remain a lien on the Property prior and superior to the Lease; 1.2 Subordination. Lender would not make the Loan without this agreement to subordinate; and 1.3 Whole A regiment. This Agreement shall be the whole agreement and only agreement with regard to the subordination of the Lease to the lien of the Deed of Trust and shall supersede and cancel, but only insofar as would affect the priority between the Deed of Trust and the Lease, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease which provide for the subordination of the Lease to a deed or deeds of trust or to a mortgage or mortgages. AND FURTHER, Lessee individually declares, agrees and acknowledges for the benefit of Lender, that: 1.4 Use o Proceeds. Lender, in making disbursements pursuant to the Note, the Deed of Trust or any loan agreements with respect to the Property, is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat this agreement to subordinate in whole or in part; 1.5 Waiver Relin uishment and Subordination . Lessee intentionally and unconditionally waives, relinquishes and subordinates all of Lessee's right, title and interest in and to the Property to the lien of the Deed of Trust and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, specific loans and advances are being and will be made by Lender and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination. 2. ASSIGNMENT . Lessee acknowledges and consents to the assignment of the Lease by Lessor in favor of Lender. 3. ADDITIONAL AGREEMENTS. Lessee covenants and agrees that, during all such times as Lender is the Beneficiary under the Deed of Trust: 3.1 Modification Termination and Cancellation . Lessee will not consent to any material modification, amendment, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent and will not make any payment to Lessor in consideration of any modification, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; - 3.2 Notice of Default. Lessee will notify Lender in writing concurrently with any notice given to Lessor of any default by Lessor under the Lease, and Lessee agrees that Lender has the right (but not the obligation) to cure any breach or default specified in such notice within the time periods provided to Lessor under the Lease and Lessee will not declare a default of the Lease, as to Lender, if Lender cures such default within such time period provided in the Lease for the cure thereof by Lessor; provided, however, that if such default cannot with diligence be cured by Lender within such period, the commencement of action by Lender within such period to remedy the same shall be deemed sufficient so long as Lender pursues such cure with diligence; 3.3 No Advance Rents . Lessee will make no payments or prepayments of rent more than one (1) month in advance of the time when the same become due under the Lease; and 3.4 Assi nment of R nts. Upon receipt by Lessee of written notice from Lender that Lender has elected to terminate the license granted to Lessor to collect rents, as provided in the Deed of Trust, and directing the payment of rents by Lessee to Lender, Lessee shall comply with such direction to pay and shall not be GABucaW unbrpton Beech%SNDA War - Bun dl Seppo - Guarantor doc WFREt9 (REV 7/97) Page 2 Description: Orange,CA Document -Year.DocID 2003.774990 Page: 2 of 13 Order: 2409626 Comment: 0 0 required to determine whether Lessor is in default under the Loan and/or the Deed of Trust. Any such payments made by Lesee to Lender shall fully discharge all obligations to make such payments to Lessor. 4. ATTORNMENT . Upon Lender's obtaining title to the Property. Lessee agrees for the benefit of Lender (including for this purpose any transferee of Lender or any transferee of Lessor's title in and to the Property by Lender's exer- cise of the remedy of sale by foreclosure under the Deed of Trust) as follows: 4.1 Pa ment of Rent. Lessee shall pay to Lender all rental payments required to be made by Lessee pursuant to the terms of the Lease for the duration of the term of the Lease; 4.2 Continuation of Performance. Lessee shall be bound to Lender in accordance with all of the provisions of the Lease for the balance of the term thereof, and Lessee hereby attorns to Lender as its landlord, such attomment to be effective and self-operative without the execution of any further instrument immediately upon Lender succeeding to Lessor's interest in the Lease and giving written notice thereof to Lessee; 4.3 No Offset . Lender shall not be liable for, nor subject to, any offsets or defenses which Lessee may have by reason of any act or omission of Lessor under the Lease except as expressly set forth in the Lease, nor for the return of any sums which Lessee may have paid to Lessor under the Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Lessor to Lender; and 4.4 Subse uent Transfer. If Lender, by succeeding to the interest of Lessor under the Lease, should become obligated to perform the covenants of Lessor thereunder, then, upon any further transfer of Lessor's interest by Lender, all of such obligations shall terminate as to Lender. 5. NON-DISTURBANCE. In the event Lender succeeds to Lessor's interest in the Lease by a foreclosure under the Deed of Trust, or otherwise, so long as there shall then exist no breach, default, or event of default beyond all applicable notice and cure periods on the part of Lessee under the Lease, Lender agrees for itself and its successors and assigns that the leasehold interest of Lessee under the Lease shall not be extinguished or terminated by reason of such foreclosure, but rather the Lease shall continue in full force and effect and Lender shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the Lease except as modified by this Agreement; provided, however, that Lessee and Lender agree that the following provisions of the Lease (if any) shall not be binding on Lender: any option to purchase with respect to the Property; any right of first refusal with respect to the Property, any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the terms of the Deed of Trust. 6. MISCELLANEOUS. 6.1 Heirs Successors Assi ns and Transferees. The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the parties hereto; and 6.2 Notices. All notices or other communications required or permitted to be given pursuant to the provisions hereof shall be deemed served upon delivery or, if mailed, upon the first to occur of receipt or the expiration of three (3) days after deposit in United States Postal Service, certified mail, postage prepaid and addressed to the address of Lessee or Lender appearing below: G aca.mtlnptm BeecMSNOA Muter • Bute di Beppo - Guerentor.doc WFRE19 (REV 797) Page 3 Description : Orange ,CA Document -Year .DociD 2003 .774990 Page: 3 of 13 Order : 2409626 Comment: 0 "OWNER" MULLROCK 1-7777, LLC c/o The Muller Company 23521 Pasoo do Valencia , Suite 200 Laguna Hills, CA 92653 "LESSEE" BUCA Restaurants 2, Inc. c/o BUCA, Inc. 1300 Nicollet Mall, Suite 5003 Minneapolis, Minnesota 55403 Attn: Vice President of Real Estate Steven G. Wolff, Esq. Rosenfeld, Wolff, Aronson & Klein 1901 Avenue of the Stars, Suite 500 Los Angeles, CA 90067 "LENDER" WELLS FARGO BANK, NATIONAL ASSOCIATION 333 South Grand Ave., 9"t Floor Los Angeles, CA 90071 Attn: Dovie M. Kapoh Loan No. provided, however, any party shall have the right to change its address for notice hereunder by the giving of written notice thereof to the other party in the manner set forth in this Agreement; and 6.3 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument; and 6.4 Remedies Cumulative . All rights of Lender herein to collect rents on behalf of Lessor under the Lease are cumulative and shall be in addition to any and all other rights and remedies provided by law and by other agreements between Lender and Lessor or others; and 6.5 Para ra h Headin s. Paragraph headings in this Agreement are for convenience only and are not to be construed as part of this Agreement or in any way limiting or applying the provisions hereof. INCORPORATION. Exhibit A and Lease Guarantor's Consent (if any) are attached hereto and incorporated herein by this reference. IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year first above written. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO. "OWNER" G 16uca%+unungtan Beach'-SNDA Mutter - Bu e d Beppo - Guarantor dot WFRE19 (REV 7197) Page 4 is Description: Orange ,CA Document-Year .DociD 2003.774990 Page: 4 of 13 Order: 2409626 Comment: 0 MULLROCK 1-7777, LLC, a Delaware limited liability company By: Its:/Vt 6fr. G /)1 M "LENDER" WELLS FARGO BANK, NATIONAL ASSOCIATION By: S Mahon Its: Vice President "LESSEE" BUCA RESTAURANTS 2, Inc., a Minnesota corporati n, db Buca di Beppo By: Its: (ALL SIGNATURES MUST BE ACKNOWLEDGED) G 48uca'hmtlnpton BearhusNDA Mullet - Boca m Beppo - Guarama.oc WFRE19 (REV 7197) Page 5 Description : Orange ,CA Document-Year .DocID 2003 .774990 Page: 5 of 13 Order : 2409626 Comment: 0 EXHIBIT A Loan No. DESCRIPTION OF PROPERTY EXHIBIT A to Subordination Agreement ; Acknowledgment of Lease Assignment , Attomment and Non-Disturbance Agreement, executed by MULLROCK 1-7777, LLC, a Delaware limited liability company as "Owner", BUCA RESTAURANTS 2, INC., A Minnesota corporation, dba Buca di Beppo, as "Lessee", and WELLS FARGO BANK, NATIONAL ASSOCIATION, as "Lender". Al that certain real property located in the County of Orange , State of Calgomia , described as follows: APN Parcel A. THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 14. TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 51 PAGE 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL 1 OF PARCEL MAP NO. 79-585, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 31, 32 AND 33 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM THE PORTION OF SAID LAND INCLUDED IN THE EAST HALF OF SAID NORTHWEST QWARTER, ALL WATER , WATER RIGHTS , OIL, OIL RIGHTS, MINERALS , MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION , TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFTEY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS RESERVED IN THE DEED FROM JODA SORK AND WIFE TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 14, 1959 IN BOOK 4879 PAGE 19 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, ONE-HALF OF ALL MINERAL, OIL, GAS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, FOR A PERIOD OF 15 YEARS, OR UPON THE DEATH OF THE LAST SURVIOR OF RALEIGH CLANTON AND GRACE M. M. CLANTON, HUSBAND AND WIFE, WHICHEVER EVENT FIRST OCCURS, TOGETHER WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE GASutaW un9ngton Beach\SNDA Witter - Buca d Beppu - Guarantor doc WFRE19 (REV 7197) Page 6 Description: Orange ,CA Document -Year .DocID 2003 .774990 Page: 6 of 13 Order : 2409626 Comment: 9 0 EXHIBIT A Loan No. PURPOSE OF PROSPECTING FOR, DEVELOPING AND PRODUCING SAID SUBSTANCES, AS RESERVED IN THE DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON, TO SAM KIYOHIDE AIHARA AND FUMI AIHARA, HUSBAND AND WIFE, RECORDED JANUARY 5, 1956 IN BOOK 3341 PAGE 329 OF OFFICAL RECORDS. NOTE: THE RIGHT TO DRILL WELLS, TUNNELS, SHAFTS, EXPLORE, ETC., TO THE SURFACE OR UPPER 100 FEET OF THE SUBSURFACE, WERE RELINQUISED TO THE STATE OF CALIFORNIA BY QUITCLAIM DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON RECORDED NOVEMBER 22, 1960 IN BOOK 5518 PAGE 590 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, THE REMAIDER OF ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR, AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED , OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LAND, AS RESERVED IN THE DEED FROM SAM KIYOHIDE AIHARA AND FUMI AIHARATO THE STATE OF CALIFORNIA , RECORDED NOVEMBER 22,1960 IN BOOK 5518 PAGE 586 OF OFFICIAL RECORDS. PARCEL B: A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND PARKING OF MOTOR VEHICLES AND FOR THE INGRESS AND EGRESS OF PEDESTRIANS AS SAID EASEMENT IS SET FORTH IN SECTION 4.6 OF THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT RECORDED MAY 4, 1976 IN BOOK 11726 PAGE 752 OF OFFICIAL RECORDS, AS AMENDED BY INSTRUMENTS RECORDED OCTOBER 18,1976 IN BOOK 11927 PAGE 1037 OF OFFICIAL RECORDS AND MARCH 6,1979 IN BOOK 13057 PAGE 1890 OF OFFICIAL RECORDS. G ABuc8Vi 1n9npt,, Beah4SN0A Mutter - Buts c Beppu . Guarantor doe WFRE19 (REV 7197) Page 7 Description : Orange , CA Document -Year .DacID 2003 .774990 Page: 7-of 13 Order : 2409626 Comment: • 0 STATE OF CALIFO I COUNTY OF CAE SS' On thisL day of JLLI\ , 2003, before me, a Notary Public in and for the State of California, personally appeared personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official se 1 Signature My commissio e (res 3131 G4 JOAN SIADD Ccmprill sloe # 1255 $ Notary RAft - CJUortio m G 1Buca\Huntington BeadYSNDA Muller - Duce do Beppo - Guarantor doc WFRE19 (REV 7197) K*Commar mvgx Ma31. Description : Orange ,CA Document-Year .DocID 2003 .774990 Page: 8 of 13 ^-r7e.• 2409626 Comment: • 0 I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: JOAN SLADEK DATE COMMISSION EXPIRES: MARCH 31, 2004 COMMISSION NUMBER: 125504 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED : Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS 1" y of July, 2003 L TLE ASSISTANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year.DocZD 2003 .774990 Page: 9 of 13 Order : 2409626 Comment: i ACKNOWLEDGEMENT State of Ykl -r.n") SS. County of 44 V"-C 0 On CY'before me, a Notary Public in and for s d State, personally appeared - y , personally known to me (or proved to me on the sis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she /they executed the same in his/her /their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity on behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature (Seal) LISA 0 MUNSON WOTARV PUBLIC MINNESOTA My COMMISSION EYP'RES JAN. 31 2005 Description : Orange ,CA Document -Year .DocID 2003 .774990 Page : 10 of 13 Order : 2409626 Comment: 0 I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: LISA D. MUNSON DATE COMMISSION EXPIRES: JAN. 31, 2005 COMMISSION NUMBER: VENDOR NUMBER: COUNTY WHERE BOND IS FILED: HENNIPIN, MN EXECUTED AT IRVINE, CALIFORNIA ON THIS I °' ay of July, LE ASSISTANT CHICAGO TITLE COMPANY Description : Orange , CA Document -Year .DocID 2003 .774990 Page : 11 of 13 Order : 2409626 Co .ent: • STATE OF CALIFORNIA COUNTY OF L66 SS. 0 On this Wb ayof QVh(:. 20dA before me, r .IA„. rki n 5 a Notary Public in and for the State of California, personally appeared - personally known to me to be the person(e) whose name(* is/are subscribed to the within instrument and acknowledged to me that he/ the executed the same in his/hoWfthoit authorized capacity(iee), and that by his/tarlthoir signature(s) on the instrument the person(sj, or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS m d and official seal Signature My commission expires /1-22- 04 - PATltfC1A4 r ?hCa 103 PJp do C: 2t.i•' C arM X32 Description: Orange,CA Docent-Year.DoclD 2003.774990 Page: 12 of 13 Order : 2409626 Comment: • 0 I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: PATRICIA D. PERKINS DATE COMMISSION EXPIRES: NOV 22, 2004 COMMISSION NUMBER: 1284275 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: LOS ANGELES EXECUTED AT IRVINE, CALIFORNIA ON THIS 1" day of July, 2003 LEA SISTANT CHICAGO TITLE COMPANY Description : Orange , CA Document -Year . DocID 2003 .774990 Page: 13 of 13 Order : 2409626 Comment: • RECORDED AT THE REQUEST OF CHICAGO TITLE COMPANY Recorded in Official Records, County of Orange Tom Daly, Clerk -Recorder i lIIIIIg1lllll I6111lll1llIil011lllill(l tIIIll 28.00 AND WHEN RECORDED MAIL TO: WELLS FARGO BANK, NATIONAL ASSOCIATION 333 S. Grand Ave., 9"' Floor Los Angeles, CA 90071 Attn: Dovie M. Kapoh Loan No. 2003000774991 04:00pm 07/01/03 10028S1312 0000 .000.000 .0022 .000.000000.00 SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT (Lease To Deed of Trust) NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT ("Agreement') is made April 17, 2003 by and between MULLROCK 1-7777, LLC, a Delaware limited liability company ("Owner '), MANPOWER INC., a Wisconsin corporation ("Lessee ") and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender"). pRECIITTALS A. Pursuant to the terms and provisions of M la e d ate Aprtll4, 1998 ("Lease"), Owner, as "Lessor", granted to Lessee a leasehold estate in and to a portion of the property described on Exhibit A attached hereto and incorporated herein by this reference (which property, together with all improvements now or hereafter located on the property, is defined as the "Property"). B. Intentionally deleted C. Owner has executed , or proposes to execute , a deed of trust with absolute assignment of leases and rents, security agreement and fixture filing ("Deed of Trust') securing, among other things, a promissory note ("Note") in favor of Lender, which Note is payable with interest and upon the terms and conditions described therein ("Loan"). The Deed of Trust is to be recorded concurrently herewith. D. As a condition to making the Loan secured by the Deed of Trust, Lender requires that the Deed of Trust be unconditionally and at all times remain a lien on the Property, prior and superior to all the rights of Lessee under the Lease and that the Lessee specifically and unconditionally subordinate the Lease to the lien of the Deed of Trust. E. Owner and Lessee have agreed to the subordination, attomment and other agreements herein in favor of Lender. NOW THEREFORE, for valuable consideration and to induce Lender to make the Loan, Owner and Lessee hereby agree for the benefit of Lender as follows: C 1DOCUME-1vevnyaMLOCALS-11Temp1,SNDA Muller *lalpa er 6Vem0laml doc WFRE19 (REV ?e7) Page 1 Description : Orange ,CA Document -Year .DocID 2003 .774991 Page: 1 of 12 ()refer : 2409626 Comment: • Loan No. 2713TZL 1. SUBORDINATION. Owner and Lessee hereby agree that: 1.1 Prior Lien. The Deed of Trust securing the Note in favor of Lender, and any modifications, renewals or extensions thereof , shall unconditionally be and at all times remain a lien on the Property prior and superior to the Lease; 1.2 Subordination. Lender would not make the Loan without this agreement to subordinate; and 1.3 Whole A reement. This Agreement shall be the whole agreement and only agreement with regard to the subordination of the Lease to the lien of the Deed of Trust and shall supersede and cancel, but only insofar as would affect the priority between the Deed of Trust and the Lease, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease which provide for the subordination of the Lease to a deed or deeds of trust or to a mortgage or mortgages. AND FURTHER, Lessee individually declares, agrees and acknowledges for the benefit of Lender, that 1.4 Use of Proceeds. Lender, in making disbursements pursuant to the Note, the Deed of Trust or any loan agreements with respect to the Property, is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds , and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat this agreement to subordinate in whole or in part; 1.5 Waiver Relin uishment and Subordination. Lessee intentionally and unconditionally waives, relinquishes and subordinates all of Lessee's right, title and interest in and to the Property to the lien of the Deed of Trust and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, specific loans and advances are being and will be made by Lender and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination: 2. ASSIGNMENT. Lessee acknowledges and consents to the assignment of the Lease by Lessor in favor of Lender. 3. ADDITIONAL AGRE MENTS. Lessee covenants and agrees that, during all such times as Lender is the Beneficiary under the Deed of Trust: 3.1 Modification Termination and Cancellation. Lessee will not consent to any modification, amendment, termination or cancellation of the Lease (in whole or in part ) without Lender's prior written consent and will not make any payment to Lessor in consideration of any modification, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent; 3.2 Notice of Default Lessee will notify Lender in writing concurrently with any notice given to Lessor of any default by Lessor under the Lease, and Lessee agrees that Lender has the right (but not the obligation) to cure any breach or default specified in such notice within the time periods set forth below and Lessee will not declare a default of the Lease, as to Lender, if Lender cures such default within fifteen (15) days from and after the expiration of the time period provided in the Lease for the cure thereof by Lessor; rop vided, however, that if such default cannot with diligence be cured by Lender within such fifteen (15) day period, the commencement of action by Lender within such fifteen (15) day period to remedy the same shall be deemed sufficient so long as Lender pursues such cure with diligence; 3.3 No Advance Rents. Lessee will make no payments or prepayments of rent more than one (1) month in advance of the time when the same become due under the Lease; and 3.4 Assl nment of Rents . Upon receipt by Lessee of written notice from Lender that Lender has elected to terminate the license granted to Lessor to collect rents, as provided in the Deed of Trust, and directing the C \DOCUME-14evnyaklLOCALS-IlTemp\SNDA MWler .Manpower Intemaional doc WFREI9 (REV 7i97) Page 2 Description : Orange ,CA Document -Year .DocID 2003 .774991 Page: 2 of 12 Order : 2409626 Comment: •• Loan No. 2713TZL payment of rents by Lessee to Lender, Lessee shall comply with such direction to pay and shall not be required to determine whether Lessor is in default under the Loan and/or the Deed of Trust. 4. ATTORNMENT. Lessee agrees for the benefit of Lender (including for this purpose any transferee of Lender or any transferee of Lessor's title in and to the Property by Lender's exercise of the remedy of sale by foreclosure under the Deed of Trust) as follows: 4.1 Pa ment of Rent. Lessee shall pay to Lender all rental payments required to be made by Lessee pursuant to the terms of the Lease for the duration of the term of the Lease; 4.2 Continuation of Performance. Lessee shall be bound to Lender in accordance with all of the provisions of the Lease for the balance of the term thereof, and Lessee hereby attoms to Lender as its landlord, such attomment to be effective and self-operative without the execution of any further instrument immediately upon Lender succeeding to Lessor's interest in the Lease and giving written notice thereof to Lessee; 4.3 No Offset. Lender shall not be liable for, nor subject to, any offsets or defenses which Lessee may have by reason of any act or omission of Lessor under the Lease, nor for the return of any sums which Lessee may have paid to Lessor under the Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Lessor to Lender; and 4.4 Subse uent Transfer. If Lender, by succeeding to the interest of Lessor under the Lease, should become obligated to perform the covenants of Lessor thereunder, then, upon any further transfer of Lessor's interest by Lender, all of such obligations shall terminate as to Lender. 5. NON-DISTURBANCE. In the event of a foreclosure under the Deed of Trust, so long as there shall then exist no breach, default, or event of default on the part of Lessee under the Lease, Lender agrees for itself and its successors and assigns that the leasehold interest of Lessee under the Lease shall not be extinguished or terminated by reason of such foreclosure, but rather the Lease shall continue in full force and effect and Lender shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the Lease except as modified by this Agreement; provided, however, that Lessee and Lender agree that the following provisions of the Lease (if any) shall not be binding on Lender any option to purchase with respect to the Property; any right of first refusal with respect to the Property; any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the terms of the Deed of Trust. 6. MISCELLANEOUS. 6.1 elrs Successors Assi ns and Transferees. The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the parties hereto; and 6.2 Notices. All notices or other communications required or permitted to be given pursuant to the provisions hereof shall be deemed served upon delivery or, if mailed, upon the first to occur of receipt or the expiration of three (3) days after deposit in United States Postal Service, certified mail, postage prepaid and addressed to the address of Lessee or Lender appearing below. C1000UME-1YemyakLL OCALS-11TampkSNOA Mi11x -Menpo w Imertwtronal doc WFRE19 (REV 797) Page 3 Description: Orange,CA Document-Year.DocID 2003.774991 Page: 3 of 12 Order: 2409626 Comment: Loan No. 2713TZL "OWNER" "LENDER" MULLROCK 1-7777, LLC WELLS FARGO BANK, NATIONAL ASSOCIATION c/o The Muller Company 333 South Grand Ave., 9" Floor 23521 Paseo de Valencia, Suite 200 Los Angeles, CA 90071 Laguna Hills, CA 92653 Attn: Dovie M. Kapoh Loan No. "LESSEE" MANPOWER Inc. 5301 North Ironwood Road P.O. Box 2063 Milwaukee, WI 53201 Attn: Legal Department provided, however, any party shall have the right to change its address for notice hereunder by the giving of written notice thereof to the other party in the manner set forth in this Agreement; and 6.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument; and 6.4 Remedies Cumulative. All rights of Lender herein to collect rents on behalf of Lessor under the Lease are cumulative and shall be in addition to any and all other rights and remedies provided by law and by other agreements between Lender and Lessor or others; and 6.5 Para ra h Headin s . Paragraph headings in this Agreement are for convenience only and are not to be construed as part of this Agreement or in any way limiting or applying the provisions hereof. INCORPORATION. Exhibit A and Lease Guarantor's Consent ()f any) are attached hereto and Incorporated herein by this reference. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO. "OWNER" C IDOCUME-1Ve00klLOCAL9-11T9mp19NDA Mufler -Manpower Intematimal doc WFRE19 (REV7197) MULLROCK 1-7777, LLC, a Delaware limited liability company By: It Page 4 Description : Orange ,CA Document -Year .DocID 2003 .774991 Page: 4 of 12 Order: 2409626 Comment: Loan No. 2713TZL "LENDER" WELLS FARGO BANK, NATIONAL ASSOCIATION By: Sean Mahon Its: Vice President *LESSEE" Manpower Inc. a Wisconsin By: Willia . Bates Its: Vice President (ALL SIGNATURES MUST BE ACKNOWLEDGED) C 0000ME-1Vowy LOCALS-11TamptSNDA Muller -Manpower lMwnatlmal doc WFREI9 (REV 7/97) Page 5 Description : Orange , CA Document -Year .DoclD 2003 .774991 Page: 5 of 12 Order : 2409626 Comment: EXHIBIT A Loan No. I ) DESCRIPTION OF PROPERTY EXHIBIT A to Subordination Agreement; Acknowledgment of Lease Assignment, Estoppel, Attornment and Non-Disturbance Agreement, executed by MULLROCK 1-7777, LLC, a Delaware limited liability company as "Owner", MANPOWER INC., a Wisconsin corporation, as "Lessee", and WELLS FARGO BANK, NATIONAL ASSOCIATION, as "Lender". All that certain real property located in the County of Orange, State of California, described as follows: 1 APN Parcel A: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 14. TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 51 PAGE 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL I OF PARCEL MAP NO. 79-585, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 31, 32 AND 33 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM THE PORTION OF SAID LAND INCLUDED IN THE EAST HALF OF SAID NORTHWEST QWARTER, ALL WATER, WATER RIGHTS, OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFTEY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS RESERVED IN THE DEED FROM JODA SORK AND WIFE TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 14, 1959 IN BOOK 4879 PAGE 19 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, ONE-HALF OF ALL MINERAL, OIL, GAS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, FOR A PERIOD OF 15 YEARS, OR UPON THE DEATH OF THE LAST SURVIOR OF RALEIGH CLANTON AND GRACE M. M. CLANTON, HUSBAND AND WIFE, WHICHEVER EVENT FIRST OCCURS, TOGETHER WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE PURPOSE OF PROSPECTING FOR, DEVELOPING AND PRODUCING SAID SUBSTANCES, AS RESERVED IN THE C%OCUME-14evrtyrs QLOCALS-11TemptSNDA Muller .M pover Wemet,onal doeWFRE19 (REV 797) Page 6 Description : Orange ,CA Document -Year.DoclD 2003 .774991 Page : 6 of 12 Order : 2409626 Comment: EXHIBIT A Loan No. DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON, TO SAM KIYOHIDE AIHARA AND FUMI AIHARA, HUSBAND AND WIFE, RECORDED JANUARY 5, 1956 IN BOOK 3341 PAGE 329 OF OFFICAL RECORDS. NOTE: THE RIGHT TO DRILL WELLS, TUNNELS, SHAFTS, EXPLORE, ETC., TO THE SURFACE OR UPPER 100 FEET OF THE SUBSURFACE, WERE RELINQUISED TO THE STATE OF CALIFORNIA BY QUITCLAIM DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON RECORDED NOVEMBER 22,1960 IN BOOK 5518 PAGE 590 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, THE REMAIDER OF ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR, AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LAND, AS RESERVED IN THE DEED FROM SAM KIYOHIDE AIHARA AND FUMI AIHARA TO THE STATE OF CALIFORNIA, RECORDED NOVEMBER 22,1960 IN BOOK 5518 PAGE 586 OF OFFICIAL RECORDS. PARCEL B: A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND PARKING OF MOTOR VEHICLES AND FOR THE INGRESS AND EGRESS OF PEDESTRIANS AS SAID EASEMENT IS SET FORTH IN SECTION 4.6 OF THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT RECORDED MAY 4,1976 IN BOOK 11726 PAGE 752 OF OFFICIAL RECORDS, AS AMENDED BY INSTRUMENTS RECORDED OCTOBER 18,1976 IN BOOK 11927 PAGE 1037 OF OFFICIAL RECORDS AND MARCH 6, 1979 IN BOOK 13057 PAGE 1890 OF OFFICIAL RECORDS. C 1DO00ME-1YewyaktLOCALS-1lTemppSNDA Muller -Manpower Intmmoonel doc WFRE19 (REV 7197) Page 7 Description : Orange ,CA Document -Year .DocID 2003.774991 Page : 7 of 12 Order: 2409626 Comment: STATE OF OftlF 14IA WISCONSIN COUNTY OF UKE On this8tl day of Ma 2003, before me, Doroth Jean Cam bell a Notary Public in and for the State of personally appeared William L. Bates personally known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. *Wisconsin WITNESS my hand and official seal Signature C 0PRY PVZ", DOROTHY CAMPBELL My commission expires 2 C'DOCUME-I w aMLOCALS-I%TempISNDAMuUar-ManpowerInlenvjonej oc WFRE19 (REV 7/97) '4'oPwise'' Description : Orange , CA Document-Year .DocID 2003 .774991 Page: 8 of 12 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: DOROTHY JEAN CAMPBELL DATE COMMISSION EXPIRES : NOV. 7, 2004 COMMISSION NUMBER: VENDOR NUMBER: COUNTY WHERE BOND IS FILED : MILWAUKEE, WI EXECUTED AT IRVINE, CALIFORNIA ON THIS 1" day of July, 2003 ITL ASSISTANT CHICAGO TITLE COMPANY Description: Orange,CA Document-Year .DocID 2003.774991 Page: 9 of 12 Order: 2409626 Comment: r STATE OF COUNTY OF I- ICti/IA ) E )ss.O T C) ) On MA 1 5 , 2003 , bef re mf ,J,5 ,,J L Elm- , a notary public, personally appeared 5 t.t. LLt `. personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness myhfn d and official seal. v STATE OF COUNTY OF l4 s AN £LL6 )ss. JOAN SLADEK Cominlssfon # 125, ! Hatay PNWC - Cafldrl0 00V Cour" AArComm.e0esMar31.=4 On P. 2003, of re e, TQ.7/1 Bf Z). Tkrki , a notary public, personally appeared personally known to me to be the person(a) whose name($} is/a'e'subscribed to the within instrument and acknowledged to me that he/thoJEhey executed the same in his/hon't4eir authorized capacity(.i , and that by his/her/thair signature(.) on the instrument the person(s) or the entity upon behalf of which the person(o) acted, executed the instrument. Witness my hand and cial seal. (Official Seal) (Official Seal) PA1R1QA D. PERi=P6 CbMfft*n f 12IIS?7S Nolaly mft - Cc>IS'ottflb UM I OR* IN CMMV MICMMBqftNMM=A Description : Orange , CA Document -Year .DoclD 2003.774991 Page: 10 of 12 Order: 2409626 Comment: I j I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY : JOAN SLADEK DATE COMMISSION EXPIRES: MARCH 31, 2004 COMMISSION NUMBER: 125504 VENDOR NUMBER: NNA1 COUNTY WHERE BOND IS FILED: Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS I" d of July, 2003 TLE A SISTAN CHICAGO TITLE COMPANY Description : Orange , CA Document -Year .DoclD 2003 .774991 Page : 11 of 12 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY : PATRICIA D. PERKINS DATE COMMISSION EXPIRES: NOV 22, 2004 COMMISSION NUMBER: 1284275 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: LOS ANGELES EXECUTED AT IRVINE, CALIFORNIA ON THIS I" d of July, 2003 av"d k. E ASSISTANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year .DoclD 2003.774991 Page : 12 of 12 Order : 2409626 Comment: • kECOHDED AT THE REQUEST OF CHICAGO TITLE COMPANY AND WHEN RECORDED MAIL TO: WELLS FARGO BANK, NATIONAL ASSOCIATION 333 S. Grand Ave., 9th Floor Los Angeles, CA 90071 Attn: Dovie M. Kapoh Loan No. 0 Recorded In Official Records , County of Orange Tom Daly, Clerk -Recorder 11111111111111 ItIIitIIIIIIIIIIIVIIIIIIIII 111111111111 28.00 2003000774992 04:00pm 07/01/03 10028 S13 12 0 00 0.00 0.00 0.00 22.00 0.00 0 00 0.00 SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT (Lease To Deed of Trust) Alb NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT ("Agreement ') is made April 17, 2003 by and between MULLROCK 1-7777, LLC, a Delaware limited liability company ("Owner"), INTERNATIONAL BEACH LLC, a California limited liability company, dba Geckos Liquid Lounge ("Lessee") and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender"). .RECCpITALSA. Pursuant to the terms and provisions of aleg e'die9J 26, 2002 ("Lease"), Owner, as "Lessor", granted to Lessee a leasehold estate in and to a portion of the property described on Exhibit A attached hereto and incorporated herein by this reference (which property, together with all improvements now or hereafter located on the property, is defined as the "Property"). B. Intentionally deleted C. Owner has executed, or proposes to execute, a deed of trust with absolute assignment of leases and rents, security agreement and fixture filing ("Deed of Trust") securing, among other things, a promissory note ("Note") in favor of Lender, which Note is payable with interest and upon the terms and conditions described therein ("Loan"). The Deed of Trust is to be recorded concurrently herewith. D. As a condition to making the Loan secured by the Deed of Trust , Lender requires that the Deed of Trust be unconditionally and at all times remain a lien on the Property, prior and superior to all the rights of Lessee under the Lease and that the Lessee specifically and unconditionally subordinate the Lease to the lien of the Deed of Trust. E. Owner and Lessee have agreed to the subordination, attomment and other agreements herein in favor of Lender. NOW THEREFORE , for valuable consideration and to induce Lender to make the Loan, Owner and Lessee hereby agree for the benefit of Lender as follows. C tDOCUME-1VexryekU.OCALS -1 Temp%SNDA Muller -htemetlonal Reerhdoc WFRE19 (REV 7197) Page 1 Description : Orange ,CA Document -Year .DoclD 2003 .774992 Page: 1 of 12 Order : 2409626 Comment: i Loan No. 2713TZL 1. SUBORDINATION. Owner and Lessee hereby agree that 1.1 Prior Lien. The Deed of Trust securing the Note in favor of Lender, and any modifications, renewals or extensions thereof, shall unconditionally be and at all times remain a lien on the Property prior and superior to the Lease; 12 Subordination. Lender would not make the Loan without this agreement to subordinate; and 1.3 Whole A regiment. This Agreement shall be the whole agreement and only agreement with regard to the subordination of the Lease to the lien of the Deed of Trust and shall supersede and cancel, but only insofar as would affect the priority between the Deed of Trust and the Lease, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease which provide for the subordination of the Lease to a deed or deeds of trust or to a mortgage or mortgages. AND FURTHER, Lessee individually declares, agrees and acknowledges for the benefit of Lender, that 1.4 Use of Proceeds. Lender, in making disbursements pursuant to the Note, the Deed of Trust or any loan agreements with respect to the Property , is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds , and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat this agreement to subordinate in whole or in part; 1.5 Waiver Relin uishment and Subordination. Lessee intentionally and unconditionally waives, relinquishes and subordinates all of Lessee's right, title and interest in and to the Property to the lien of the Deed of Trust and understands that in reliance upon, and In consideration of, this waiver, relinquishment and subordination, specific loans and advances are being and will be made by Lender and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination. 2. ASSIGNMENT. Lessee acknowledges and consents to the assignment of the Lease by Lessor in favor of Lender. 3. ADDITIONAL AGREEMENTS. Lessee covenants and agrees that, during all such times as Lender is the Beneficiary under the Deed of Trust: 3.1 Modification Termination and Cancellation . Lessee will not consent to any modification , amendment, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent and will not make any payment to Lessor in consideration of any modification, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent; 3.2 Notice of Default. Lessee will notify Lender in writing concurrently with any notice given to Lessor of any default by Lessor under the Lease, and Lessee agrees that Lender has the right (but not the obligation) to cure any breach or default specified in such notice within the time periods set forth below and Lessee will not declare a default of the Lease, as to Lender, If Lender cures such default within fifteen (15) days from and after the expiration of the time period provided in the Lease for the cure thereof by Lessor; orovided, however, that If such default cannot with diligence be cured by Lender within such fifteen (15) day period, the commencement of action by Lender within such fifteen (15) day period to remedy the same shall be deemed sufficient so long as Lender pursues such cure with diligence; 3.3 No Advance Rents. Lessee will make no payments or prepayments of rent more than one (1) month in advance of the time when the same become due under the Lease; and 3.4 Assi nment of Rents. Upon receipt by Lessee of written notice from Lender that Lender has elected to terminate the license granted to Lessor to collect rents, as provided in the Deed of Trust, and directing the C tDOCUME-lr .unyeklLOCALS-f %7.mp1SNDA M filer Jmwn .bonel Beach doe WFRE19 (REV 7/97) Page 2 Description : Orange , CA Document -Year. DocID 2003 .774992 Page: 2 of 12 Order: 2409626 Comment: 0 Loan No. 2713TZL payment of rents by Lessee to Lender, Lessee shall comply with such direction to pay and shall not be required to determine whether Lessor is in default under the Loan and/or the Deed of Trust. 4. ATTORNMENT. Lessee agrees for the benefit of Lender (including for this purpose any transferee of Lender or any transferee of Lessor's title in and to the Property by Lender's exercise of the remedy of sale by foreclosure under the Deed of Trust) as follows: 4.1 Pa ment of Rent. Lessee shall pay to Lender all rental payments required to be made by Lessee pursuant to the terms of the Lease for the duration of the term of the Lease; 4.2 Continuation of Performance Lessee shall be bound to Lender in accordance with all of the provisions of the Lease for the balance of the term thereof, and Lessee hereby attorns to Lender as its landlord, such attornment to be effective and self-operative without the execution of any further instrument immediately upon Lender succeeding to Lessor's interest in the Lease and giving written notice thereof to Lessee; 4.3 No Offset. Lender shall not be liable for, nor subject to, any offsets or defenses which Lessee may have by reason of any act or omission of Lessor under the Lease, nor for the return of any sums which Lessee may have paid to Lessor under the Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Lessor to Lender; and 4.4 Subs uent Transfer. If Lender, by succeeding to the Interest of Lessor under the Lease, should become obligated to perform the covenants of Lessor thereunder, then, upon any further transfer of Lessor's interest by Lender, all of such obligations shall terminate as to Lender. 5. NON-DIS URBANCE . In the event of a foreclosure under the Deed of Trust , so long as there shall then exist no breach, default, or event of default on the part of Lessee under the Lease, Lender agrees for itself and its successors and assigns that the leasehold interest of Lessee under the Lease shall not be extinguished or terminated by reason of such foreclosure, but rather the Lease shall continue in full force and effect and Lender shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the Lease except as modified by this Agreement; provided, however, that Lessee and Lender agree that the following provisions of the Lease (if any) shall not be binding on Lender any option to purchase with respect to the Property; any right of first refusal with respect to the Property; any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the terms of the Deed of Trust 6. MISCELLANEOUS. 6.1 Heirs Successors Assi ns and Transferees. The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the parties hereto; and 6.2 Notices. All notices or other communications required or permitted to be given pursuant to the provisions hereof shall be deemed served upon delivery or, if mailed, upon the first to occur of receipt or the expiration of three (3) days after deposit in United States Postal Service, certified mail, postage prepaid and addressed to the address of Lessee or Lender appearing below: C IDOCUME-1Vevrtyal&OCALS-1%TempLSNDA Mutler 4demahonel Beach doc WFRE19 (REV 7/97) Page 3 Description : Orange ,CA Document-Year .DocID 2003 .774992 Page: 3 of 12 Order : 2409626 Comment: Loan No. 2713TZL "OWNER" "LENDER" MULLROCK 1-7777, LLC WELLS FARGO BANK, NATIONAL ASSOCIATION c/o The Muller Company 333 South Grand Ave., 9'" Floor 23521 Paseo de Valencia, Suite 200 Los Angeles, CA 90071 Laguna Hills, CA 92653 Attn: Dovie M. Kapoh Loan No.I "LESSEE" INTERNATIONAL BEACH LLC, do Geckos Liquid Lounge 7887 Center Ave Huntington Beach, CA 92647 provided, however, any party shall have the right to change its address for notice hereunder by the giving of written notice thereof to the other party in the manner set forth in this Agreement; and 6.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument; and 6.4 Remedies Cumulative . All rights of Lender herein to collect rents on behalf of Lessor under the Lease are cumulative and shall be in addition to any and all other rights and remedies provided by law and by other agreements between Lender and Lessor or others; and 6.5 Para ra h Headln s . Paragraph headings in this Agreement are for convenience only and are not to be construed as part of this Agreement or in any way limiting or applying the provisions hereof. INCORPORATION . Exhibit A and Lease Guarantor's Consent (if any) are attached hereto and incorporated herein by this reference. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO. "OWNER" Cu000M -lVevnyakM.OCALS-11Temp1SNDAMuller-HarrotmrelBeech doc WFRE19 (REV 797) MULLROCK 1-7777, LLC, a Delaware limited liability company By: Its: Page 4 / (L c mE 7 E Description : Orange , CA Doctmzent -Year .Doc1D 2003.774992 Page 4 of 12 Order: 2409626 Comment: Loan No. 2713TZL "LENDER" S WELLS FARGO BANK, NATIONAL ASSOCIATION By: Sea ah n Its: Vice President "LESSEE" INTERNATIONAL BEACH, LLC, a California limited liability company, dba Geckos Liquid Lounge By: Its: N ' - . M-alt.-- LL - (ALL SIGNATURES MUST BE ACKNOWLEDGED) C 10oCUME-1VwAWaMOCALS-11TempISNDA Muflerdrrtwnapaml Beads doe WFREI9 (REV 7/97) Page 5 Description : Orange ,CA Document -Year.DocID 2003.774992 Page : 5 of 12 Order : 2409626 Comment: EXHIBIT A Loan No. DESCRIPTION OF PROPERTY I EXHIBIT A to Subordination Agreement; Acknowledgment of Lease Assignment, Estoppel, Attornment and Non-Disturbance Agreement, executed by MULLROCK 1-7777, LLC, a Delaware limited liability company as "Owner", INTERNATIONAL BEACH LLC, a California limited liability company, dba Geckos Liquid Lounge , as "Lessee", and WELLS FARGO BANK, NATIONAL ASSOCIATION, as "Lender". All that certain real property located in the County of Orange, State of California, described as follows: APN Parcel A: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 14. TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 51 PAGE 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL I OF PARCEL MAP NO. 79-585, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 31,32 AND 33 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM THE PORTION OF SAID LAND INCLUDED IN THE EAST HALF OF SAID NORTHWEST QWARTER, ALL WATER, WATER RIGHTS, OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFTEY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS RESERVED IN THE DEED FROM JODA SORK AND WIFE TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 14,1959 IN BOOK 4879 PAGE 19 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN , INCLUDED IN THE ABOVE DESCRIPTION , ONE-HALF OF ALL MINERAL , OIL, GAS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, FOR A PERIOD OF 15 YEARS, OR UPON THE DEATH OF THE LAST SURVIOR OF RALEIGH CLANTON AND GRACE M. M. CLANTON, HUSBAND AND WIFE, WHICHEVER EVENT FIRST OCCURS, TOGETHER WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE C \DOCUME-1YemyaMLOCALS-11Tertp'SNDA Muller Jntemato, l Beach doc WFRE19 (REV 7197) Page 6 Description : Oran ge,CA Document -Year.DocZD 2003 .774992 Page : 6 of 12 Order : 2409626 Comment: EXHIBIT A Loan No. PURPOSE OF PROSPECTING FOR, DEVELOPING AND PRODUCING SAID SUBSTANCES, AS RESERVED IN THE DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON, TO SAM KIYOHIDE AIHARA AND FUMI AIHARA, HUSBAND AND WIFE, RECORDED JANUARY 5, 1966 IN BOOK 3341 PAGE 329 OF OFFICAL RECORDS. NOTE: THE RIGHT TO DRILL WELLS, TUNNELS, SHAFTS, EXPLORE, ETC., TO THE SURFACE OR UPPER 100 FEET OF THE SUBSURFACE, WERE RELINQUISED TO THE STATE OF CALIFORNIA BY QUITCLAIM DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON RECORDED NOVEMBER 22, 1960 IN BOOK 5518 PAGE 590 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, THE REMAIDER OF ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR, AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LAND, AS RESERVED IN THE DEED FROM SAM KIYOHIDE AIHARA AND FUMI AIHARA TO THE STATE OF CALIFORNIA, RECORDED NOVEMBER 22,1960 IN BOOK 5518 PAGE 586 OF OFFICIAL RECORDS. PARCEL B: A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND PARKING OF MOTOR VEHICLES AND FOR THE INGRESS AND EGRESS OF PEDESTRIANS AS SAID EASEMENT IS SET FORTH IN SECTION 4.6 OF THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT RECORDED MAY 4, 1976 IN BOOK 11726 PAGE 752 OF OFFICIAL RECORDS, AS AMENDED BY INSTRUMENTS RECORDED OCTOBER 18, 1976 IN BOOK 11927 PAGE 1037 OF OFFICIAL RECORDS AND MARCH 6, 1979 IN BOOK 13057 PAGE 1890 OF OFFICIAL RECORDS. C 1DOCUME-14emyak%LOCALS-11Temp%SNDA Muller -IMemobonal Beach doe WFRE19 (REV 7/97) Page 7 Description: Orange , CA Document-Year . DocZD 2003.774992 Page: 7 of 12 Order: 2409626 Comment: STATE OF CALIFORNIA COUNTY OF >• ' On thisoay of vA c , 2003, before me, G i (!4 q S c a Notary Public in and for the Ste of California, personally appeare I proved on the basis of satisfactory evidence) to be the persons. whose name(s) is/am subscribed to the within instrument and acknowledged to me that he/ehekley executed the same in hisThorltheir authorized capacity), and that by his/herltbeir signature('y on the instrument the person(*, or the entity upon behalf of which the person(t-}acted, executed the instrument. WITNESS my nd a cial seal Signature - f My commission expires C 1DOCUME-1Vevnyek LOCAL-11TemptSNDA MJler -bitemet,cnel BeecRdoc WFRE19 (REV 7197) G. M. FILAKOUSKY Commisa(on S 1389176 Notary Pubiia - Caw mis r Oran" County My Carat Sims Au910, 2006 Description : Orange , CA Document -Year . DoclD 2003 . 774992 Page: 8 of 12 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: G. M. FILAKOUSKY DATE COMMISSION EXPIRES: AUG. 10, 2006 COMMISSION NUMBER: 1369176 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: ORANGE EXECUTED AT IRVINE, CALIFORNIA ON THIS I" day of July, 03 ITLE ASSISTA T CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year .DocID 2003 .774992 Page: 9 of 12 Order : 2409626 Comment: STATE OF tG r Fp r2n1 /f}) )ss. COUNTY OF O +-ftr"`' 6t On JE /6 , 2003 be ore me,E-k--, a notary public, personally appeared t/./ L- - personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my d and official seal. (Official Seal) JOAN 3 AD13 C mvnhdM f 12 MM Noby Mft - Ca91Orti! aimIq Courtly MyOW t.BOMM "1=4 STATE OF L /F h?A// COUNTY OF N6E1S On -T /9 , 2003, beffre me, 'c2JY 4/a.2• lrks'ns a notary public, personally appeared co? personally known to me to be the personal whose name( is/ema subscribed to the within instrument and acknowledged to me that he/ th&thoy executed the same in hisAwMhoO authorized capacity(aee), and that by his/her/their signature(s) on the instrument the person(a) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. (Official Seal) PAmaA P. PHtlC NS CM -, rousm hX AM MI Candy Description: Orange, CA Document-Year .DocID 2003.774992 Page: 10 of 12 Order: 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: JOAN SLADEK DATE COMMISSION EXPIRES: MARCH 31, 2004 COMMISSION NUMBER: 125504 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS 1u y of July, 2003 1; E SSISTANT CHICAGO TITLE COMPANY Description : Orange , CA Document -Year .DoclD 2003 . 774992 Page: 11 of 12 Order : 2409626 Comment: 0 I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: PATRICIA D. PERKINS DATE COMMISSION EXPIRES: NOV 22, 2004 COMMISSION NUMBER: 1284275 VENDOR NUMBER: NNA l COUNTY WHERE BOND IS FILED : LOS ANGELES EXECUTED AT IRVINE, CALIFORNIA ON THIS I °` day ofJuly, 2003 L LE ASSISTANT CHICAGO TITLE COMPANY Description: Orange,CA Document -Year.DocID 2003.774992 Page: 12 of 12 Order: 2409626 Comment: 0 CORDED AT THE REQUEST OF CHICAGO TITLE COMPANY AND WHEN RECORDED MAIL TO: WELLS FARGO BANK, NATIONAL ASSOCIATION 333 S. Grand Ave., 9(h Floor Los Angeles, CA 90071 Attn: Dovie M. Kapoh Loan No. 0 Recorded In Official Records, County of Orange Tom Daly, Clerk-Recorder I IIIVIIIIIIIVI III)IIVIIIVIIIIIIVIIIIV VIII oil I 28.00 2003000774993 04:00pm 07/01/03 10026 S13 12 0000.000.000.0022 .000.000000.00 SUBORDINATION AGREEMENT ; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT (Lease To Deed of Tnist) NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT ("Agreement") is made April 17, 2003 by and between MULLROCK 1-7777, LLC, a Delaware limited liability company ("Owner") BetzDearbom , a division of Hercules Incorporated , a Delaware corporation ("Lessee") and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender"). RECITALS A. Pursuant to the terms and provisions of a Sc dMt8 AApri t 1999 ("Lease"), Owner, as "Lessor', granted to Lessee a leasehold estate in and to a portion of the property described on Exhibit A attached hereto and incorporated herein by this reference (which property, together with all improvements now or hereafter located on the property, is defined as the "Property") B. Intentionally deleted C. Owner has executed, or proposes to execute, a deed of trust with absolute assignment of leases and rents, security agreement and fixture filing ("Deed of Trust") securing, among other things, a promissory note ("Note") in favor of Lender, which Note is payable with interest and upon the terms and conditions described therein ("Loan"). The Deed of Trust is to be recorded concurrently herewith. D. As a condition to making the Loan secured by the Deed of Trust, Lender requires that the Deed of Trust be unconditionally and at all times remain a lien on the Property, prior and superior to all the rights of Lessee under the Lease and that the Lessee specifically and unconditionally subordinate the Lease to the lien of the Deed of Trust E. Owner and Lessee have agreed to the subordination, attomment and other agreements herein in favor of Lender. NOW THEREFORE, for valuable consideration and to induce Lender to make the Loan, Owner and Lessee hereby agree for the benefit of Lender as follows, C %DOCUME-1lrevnyakLLOCALS-1(Tomp1-5 68 93 9 3 doc WFRE19 (REV 7197) Page 1 Description: Orange,CA Documen t -Year. DocID 2003.774993 Page: 1 of 12 Order: 2409626 Comment: Loan No. 2713TZL 1. SUBORDINATION. Owner and Lessee hereby agree that: 1.1 Prior Lien. The Deed of Trust securing the Note in favor of Lender, and any modifications, renewals or extensions thereof, shall unconditionally be and at all times remain a lien on the Property prior and superior to the Lease, 1.2 Subordination . Lender would not make the Loan without this agreement to subordinate; and 1.3 Whole A reement . This Agreement shall be the whole agreement and only agreement with regard to the subordination of the Lease to the lien of the Deed of Trust and shall supersede and cancel, but only insofar as would affect the priority between the Deed of Trust and the Lease, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease which provide for the subordination of the Lease to a deed or deeds of trust or to a mortgage or mortgages. AND FURTHER, Lessee individually declares, agrees and acknowledges for the benefit of Lender, that: 14 Use of Proceeds . Lender, in making disbursements pursuant to the Note, the Deed of Trust or any loan agreements with respect to the Property, is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat this agreement to subordinate in whole or in part; 1.5 Waiver Relin uishment and Subordination Lessee intentionally and unconditionally waives, relinquishes and subordinates all of Lessee's right, title and interest in and to the Property to the lien of the Deed of Trust and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, specific loans and advances are being and will be made by Lender and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination. 2. ASSIGNMENT . Lessee acknowledges and consents to the assignment of the Lease by Lessor in favor of Lender. 3. ADDITIONAL AGREEMENTS. Lessee covenants and agrees that, during all such times as Lender is the Beneficiary under the Deed of Trust. 3.1 Modification Termination and Cancellation . Lessee will not consent to any modification, amendment, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent and will not make any payment to Lessor in consideration of any modification, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent; 3.2 Notice of Default. Lessee will notify Lender In writing concurrently with any notice given to Lessor of any default by Lessor under the Lease, and Lessee agrees that Lender has the right (but not the obligation) to cure any breach or default specified in such notice within the time periods set forth below and Lessee will not declare a default of the Lease, as to Lender, if Lender cures such default within fifteen (15) days from and after the expiration of the time period provided in the Lease for the cure thereof by Lessor; provided, however, that if such default cannot with diligence be cured by Lender within such fifteen (15) day period, the commencement of action by Lender within such fifteen (15) day period to remedy the same shall be deemed sufficient so long as Lender pursues such cure with diligence; 33 No Advance Rents Lessee will make no payments or prepayments of rent more than one (1) month in advance of the time when the same become due under the Lease, and 3.4 Assi nment of Rents. Upon receipt by Lessee of written notice from Lender that Lender has elected to terminate the license granted to Lessor to collect rents, as provided in the Deed of Trust, and directing the C \DOCUME-1VevnyanLLOCA..S-'%Temph5689393 doc WFRE19 (REV 7197 Page 2 Description : Orange ,CA Document-Year .DocID 2003 .774993 Page : 2 of 12 Order : 2409626 Comment: Loan No. 2713TZL payment of rents by Lessee to Lender, Lessee shall comply with such direction to pay and shall not be required to determine whether Lessor is in default under the Loan and/or the Deed of Trust. 4. ATTORNMENT Lessee agrees for the benefit of Lender (including for this purpose any transferee of Lender or any transferee of Lessor's title in and to the Property by Lender's exercise of the remedy of sale by foreclosure under the Deed of Trust) as follows: 41 Pa ment of Rent. Lessee shall pay to Lender all rental payments required to be made by Lessee pursuant to the terms of the Lease for the duration of the term of the Lease; 42 Continuation of Performance. Lessee shall be bound to Lender in accordance with all of the provisions of the Lease for the balance of the term thereof, and Lessee hereby attorns to Lender as its landlord, such attornment to be effective and self-operative without the execution of any further instrument immediately upon Lender succeeding to Lessor's interest in the Lease and giving written notice thereof to Lessee; 43 No Offset. Lender shall not be liable for, nor subject to, any offsets or defenses which Lessee may have by reason of any act or omission of Lessor under the Lease, nor for the return of any sums which Lessee may have paid to Lessor under the Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Lessor to Lender; and 4.4 Subse uent Transfer If Lender, by succeeding to the interest of Lessor under the Lease, should become obligated to perform the covenants of Lessor thereunder, then, upon any further transfer of Lessor's interest by Lender, all of such obligations shall terminate as to Lender 5. NON-DISTURBANCE . In the event of a foreclosure under the Deed of Trust, so long as there shall then exist no breach, default, or event of default on the part of Lessee under the Lease, Lender agrees for itself and its successors and assigns that the leasehold interest of Lessee under the Lease shall not be extinguished or terminated by reason of such foreclosure, but rather the Lease shall continue in full force and effect and Lender shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the Lease except as modified by this Agreement; provided, howev r, that Lessee and Lender agree that the following provisions of the Lease (if any) shall not be binding on Lender: any option to purchase with respect to the Property; any right of first refusal with respect to the Property; any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the terms of the Deed of Trust. 6. MISCELLANEOUS, 61 Heirs Successors Assi no and Transferees. The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the parties hereto, and 62 Notices. All notices or other communications required or permitted to be given pursuant to the provisions hereof shall be deemed served upon delivery or, if mailed, upon the first to occur of receipt or the expiration of three (3) days after deposit in United States Postal Service, certified mail, postage prepaid and addressed to the address of Lessee or Lender appearing below: CiOMUME-14evnyaklLOCALS-t\Temp1-5689393 doc WFRE19 (REV 7197) Page 3 Description : Orange ,CA Document -Year .DocID 2003 .774993 Page: 3 of 12 Order : 2409626 Comment: Loan No. 2713TZL "OWNER" "LENDER" MULLROCK 1-7777, LLC WELLS FARGO BANK, NATIONAL ASSOCIATION c/o The Muller Company 333 South Grand Ave., 9'" Floor 23521 Paseo de Valencia, Suite 200 Los Angeles, CA 90071 Laguna Hills , CA 92653 Attn. Dove M. Kapoh Loan No. "LESSEE" BetzDearborn, a division of Hercules Incorporated 7777 Center Ave., Suite 650 Huntington Beach, CA 92647 provided, however, any party shall have the right to change its address, for notice hereunder by the giving of written notice thereof to the other party in the manner set forth in this Agreement; and 6.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument; and 6.4 Remedies Cumulative. All rights of Lender herein to collect rents on behalf of Lessor under the Lease are cumulative and shall be in addition to any and all other rights and remedies provided by law and by other agreements between Lender and Lessor or others; and 6.5 Para ra h Headin s . Paragraph headings in this Agreement are for convenience only and are not to be construed as part of this Agreement or in any way limiting or applying the provisions hereof. INCORPORATION Exhibit A and Lease Guarantor's Consent (if any) are attached hereto and incorporated herein by this reference. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO. "OWNER" C %DOCUME-14evrryak t ('CAI S-llTemp%-5889393 doe WFRE19 (REV 7197) MULLROCK 1-7777, LLC, a Delaware limited liability company By: Its: Page 4 Description : Orange ,CA Document -Year .DOcID 2003 .774993 Page: 4 of 12 Order: 2409626 Coanent: Loan No. 2713TZL "LENDER" WELLS FARGO BANK, NATIONAL ASSOCIATION By, Sean Mahon Its: Vice President "LESSEE" BetzDearbom, a division of Hercules Incorporated, a Delaw rporatlon B • G- "Ca-- Its: (ALL SIGNATURES MUST BE ACKNOWLEDGED) C 1D000ME-14@Wlyak\LOCALS-11Temp1-5689393 dot WFRE19 (REV 7197) Page 5 Description : Orange ,CA Document -Year.DocID 2003 .774993 Page: 5 of 12 Order : 2409626 Content: EXHIBIT A Loan No. DESCRIPTION OF PROPERTY EXHIBIT A to Subordination Agreement; Acknowledgment of Lease Assignment, Estoppel, Attomment and Non-Disturbance Agreement, executed by MULLROCK 1-7777, LLC, a Delaware limited liability company as "Owner BetzDearborn, a division of Hercules Incorporated, a Delaware corporation as "Lessee", and WELLS FARGO BANK, NATIONAL ASSOCIATION, as "Lender". All that certain real property located in the County of Orange, State of California, described as follows: APN Parcel A: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 14. TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN , RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 51 PAGE 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL I OF PARCEL MAP NO. 79-585, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA , AS PER MAP RECORDED IN BOOK 144 PAGES 31, 32 AND 33 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM THE PORTION OF SAID LAND INCLUDED IN THE EAST HALF OF SAID NORTHWEST QWARTER, ALL WATER, WATER RIGHTS, OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION , TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING , EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED , AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL , RETUNNEL, EQUIP, MAINTAIN , REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFTEY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS RESERVED IN THE DEED FROM JODA SORK AND WIFE TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 14, 1959 IN BOOK 4879 PAGE 19 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, ONE-HALF OF ALL MINERAL, OIL, GAS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, FOR A PERIOD OF 15 YEARS, OR UPON THE DEATH OF THE LAST SURVIOR OF RALEIGH CLANTON AND GRACE M. M. CLANTON, HUSBAND AND WIFE, WHICHEVER EVENT FIRST OCCURS, TOGETHER WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE C 1D000ME -14evnyek1L(l( Al S-1%Temp%.5689393 doc WFRE19 (REV 797) Page 6 Description : Orange ,CA Document -Year .DocID 2003 .774993 Page: 6 of 12 Order : 2409626 Comment: EXHIBIT A Loan No. PURPOSE OF PROSPECTING FOR, DEVELOPING AND PRODUCING SAID SUBSTANCES, AS RESERVED IN THE DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON, TO SAM KIYOHIDE AIHARA AND FUMI AIHARA, HUSBAND AND WIFE, RECORDED JANUARY 5, 1956 IN BOOK 3341 PAGE 329 OF OFFICAL RECORDS. NOTE: THE RIGHT TO DRILL WELLS, TUNNELS, SHAFTS, EXPLORE, ETC., TO THE SURFACE OR UPPER 100 FEET OF THE SUBSURFACE, WERE RELINQUISED TO THE STATE OF CALIFORNIA BY QUITCLAIM DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON RECORDED NOVEMBER 22, 1960 IN BOOK 5518 PAGE 590 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, THE REMAIDER OF ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR, AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED , OIL OR GAS WELLS , TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN , REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT , THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LAND, AS RESERVED IN THE DEED FROM SAM KIYOHIDE AIHARA AND FUMI AIHARA TO THE STATE OF CALIFORNIA, RECORDED NOVEMBER 22,1960 IN BOOK 5518 PAGE 586 OF OFFICIAL RECORDS. PARCEL B: A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND PARKING OF MOTOR VEHICLES AND FOR THE INGRESS AND EGRESS OF PEDESTRIANS AS SAID EASEMENT IS SET FORTH IN SECTION 4.6 OF THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT RECORDED MAY 4, 1976 IN BOOK 11726 PAGE 752 OF OFFICIAL RECORDS, AS AMENDED BY INSTRUMENTS RECORDED OCTOBER 18, 1976 IN BOOK 11927 PAGE 1037 OF OFFICIAL RECORDS AND MARCH 6, 1979 IN BOOK 13057 PAGE 1890 OF OFFICIAL RECORDS. C \DOCUME-1 Vevnyak%Lr)CALS-1%Temp1-5 6 8 439 3 Coc WFRE19 (REV7/97) Page 7 Description : Orange ,CA Document -Year .DocID 2003 .774993 Page: 7 of 12 Order : 2409626 Comment: 9 PEkti :SYLY4k:IA STATE OF COUNTY OF S SS ,re.lbem -On this /h day of v+1 2003, e, a Notary Public in and for the State ofeltferrtie, personally appeared • l ;C. personally known to me or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS m hand and official seal Signature JO-1 - L My commission expires Notarial Seal Karen DeAngelo, Notary Public Benaalc:n 1Wpp., Bucks County My Conuniiewn Expiraa Feb. S, 2007 C 1D000ME-1Yevny1. .OCALS-11Temp%-58x9393 doc WFRE19 (REV 7197) Description : Orange ,CA Document -Year .DocID 2003 .774993 Page: 8 of 12 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: KAREN DEANGELO DATE COMMISSION EXPIRES: FEB. S, 2007 COMMISSION NUMBER: VENDOR NUMBER: COUNTY WHERE BOND IS FILED: BUCKS, PA EXECUTED AT IRVINE, CALIFORNIA ON THIS/ I" day of July, 2003 G7 ITL ASSISTA T CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year .DocID 2003 .774993 Page: 9 of 12 Order : 2409626 Comment: STATE OF QIL / b 41 , f ) )ss. COUNTY OF D N L ) On J i a , 2003, before mg, a notary public, personally appeared 5 " 1: L(L personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my h d and official seal. (Official Seal) STATE OF C,41-I FORNI A ) )ss. COUNTY OF S ANff t5!5) On N7&ne J., 2003 b fo me, public, personally appeared to me eD_.fl /&D/'3 JOAN f1AD9t am s Edon • 120M 14"V Na1fIC - Gtfllim11 Qia D. /I5 , a notary personally known to be the person(e whose name( is/eresubscribed to the within instrument and acknowledged to me that he/ahefthey executed the same in his/hei'their authorized capacity(ioo), and that by his/hep4he4 signature ( s3 on the instrument the person(4) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. (Official Seal) PATOM IL PERM cb. LJ4if12 Z45 NOM Fd' c-f ;aCarrftCcxrrhfMt,t gs1 Description : Orange ,CA Document -Year.DocID 2003 .774993 Page : 10 of 12 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: JOAN SLADEK DATE COMMISSION EXPIRES: MARCH 31, 2004 COMMISSION NUMBER: 125504 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS I" day of July, 2003 ITLE ASSISTANT CHICAGO TITLE COMPANY Description : Orange , CA Document -Year .DocID 2003 .774993 Page: 11 of 12 Order: 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: PATRICIA D. PERKINS DATE COMMISSION EXPIRES: NOV 22, 2004 COMMISSION NUMBER: 1284275 VENDOR NUMBER: NNA I COUNTY WHERE BOND IS FILED: LOS ANGELES EXECUTED AT IRVINE, CALIFORNIA ON THIS 1" day of July. 2003 4 T A STANT CHICAGO TITLE COMPANY Description: Orange, CA Document -Year .DocID 2003.774993 Page : 12 of 12 Order: 2409626 Comment: 0 RECORDED AT THE REQUEST OF CHICAGO TITLE COMPANY AND WHEN RECORDED MAIL TO: WELLS FARGO BANK NATIONAL ASSOCIATION 333 S. Grand Ave., 9'" Floor Los Angeles, CA 90071 Attn Dovie M. Kapoh Loan No. • Recorded In Official Recorde, County of Orange Tom Daly, Clerk-Recorder l lllII11111111001ltlIIII III Qltllll IVII IIIII VI III 28.00 2003000774994 04:00pm 07101/03 1002851312 0 00 0 00 0.00 0.00 22.00 0.00 0 00 0.00 SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT (Lease To Deed of Trust) NOTICE : THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT ("Agreement') is made April 17, 2003 by and between MULLROCK 1-7777, LLC, a Delaware limited liability company ("Owner"), THE RICHARDS GROUP, INC,, a Texas corporation ("Lessee") and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender"). n RECITALS A Pursuant to the terms and provisions of a (Ae( fed Rbbvember 6, 2002 ("Lease"), Owner, as "Lessor", granted to Lessee a leasehold estate in and to a portion of the property described on Exhibit A attached hereto and incorporated herein by this reference (which property, together with all improvements now or hereafter located on the property, is defined as the "Property"). B. Intentionally deleted C. Owner has executed, or proposes to execute, a deed of trust with absolute assignment of leases and rents, security agreement and fixture filing ("Deed of Trust") securing, among other things, a promissory note ("Note") in favor of Lender, which Note is payable with interest and upon the terms and conditions described therein ("Loan"). The Deed of Trust is to be recorded concurrently herewith D. As a condition to making the Loan secured by the Deed of Trust, Lender requires that the Deed of Trust be unconditionally and at all times remain a lien on the Property, prior and superior to all the rights of Lessee under the Lease and that the Lessee specifically and unconditionally subordinate the Lease to the lien of the Deed of Trust. E. Owner and Lessee have agreed to the subordination, attornment and other agreements herein in favor of Lender NOW THEREFORE , for valuable consideration and to induce Lender to make the Loan, Owner and Lessee hereby agree for the benefit of Lender as follows: 1. SU ORDI ATIO . Owner and Lessee hereby agree that: 1 1 Prior Lien. The Deed of Trust securing the Note in favor of Lender, and any modifications, renewals or extensions thereof, shall unconditionally be and at all times remain a lien on the Property prior and superior to the Lease, PaaP I Description : Orange,CA Document-Year .DocID 2003 .774994 Page: 1 of 12 Order : 2409626 Comment: I 1.2 Subordination . Lender would not make the Loan without this agreement to subordinate; and 1.3 W r n . This Agreement shall be the whole agreement and only agreement with regard to the subordination of the Lease to the lien of the Deed of Trust and shall supersede and cancel, but only insofar as would affect the priority between the Deed of Trust and the Lease, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease which provide for the subordination of the Lease to a deed or deeds of trust or to a mortgage or mortgages. AND FURTHER, Lessee individually declares, agrees and acknowledges for the benefit of Lender, that 1.4 Us of Pro . Lender, in making disbursements pursuant to the Note, the Deed of Trust or any loan agreements with respect to the Property, is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in suchagreement or agreements shall not defeat this agreement to subordinate in whole or in part; 1.5 W lIn I hment In I n. Lessee intentionally and unconditionally waives, relinquishes and subordinates all of Lessee's right, title and interest in and to the Property to the lien of the Deed of Trust and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, specific loans and advances are being and will be made by Lender and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination. 2. ASSIGNMENT. Lessee acknowledges and consents to the assignment of the Lease by Lessor in favor of Lender. 3. DITI NAL G NT . Lessee covenants and agrees that, during all such times as Lender is the Beneficiary under the Deed of Trust: 3.1 Mo Ific I Ina Ion an it . Unless as specifically provided in Lease document, Lessee will not consent to any modification, amendment, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent and will not make any payment to Lessor in consideration of any modification, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent; 3.2 tI a of Def u . Lessee will notify Lender In writing concurrently with any notice given to Lessor of any default by Lessor under the Lease, and Lessee agrees that Lender has the right (but not the obligation) to cure any breach or default specified in such notice within the time periods set forth below and Lessee will not declare a default of the Lease, as to Lender, if Lender cures such default within fifteen (15) days from and after the expiration of the time period provided in the Lease for the cure thereof by Lessor; provided, however, that if such default cannot with diligence be cured by Lender within such fifteen (15) day period, the commencement of action by Lender within such fifteen (15) day period to remedy the same shall be deemed sufficient so long as Lender pursues such cure with diligence; 3.3 v n R nts. Lessee will make no payments or prepayments of rent more than one (1) month in advance of the time when the same become due under the Lease; and 3.4 As I n f Upon receipt by Lessee of written notice from Lender that Lender has elected to terminate the license granted to Lessor to collect rents, as provided in the Deed of Trust, and directing the payment of rents by Lessee to Lender, Lessee shall comply with such direction to pay and shall not be required to determine whether Lessor is in default under the Loan and/or the Deed of Trust. 4. ATTORNMENT. In the event of a foreclosure under the Deed of Trust, Lessee agrees for the benefit of Lender (including for this purpose any transferee of Lender or any transferee of Lessor's title in and to the Property by Lender's exercise of the remedy of sale by foreclosure under the Deed of Trust) as follows Paae 2 Description: Orange,CA Document-Year.DoclD 2003.774994 Page: 2 of 12 Order: 2409626 Comment: 4.1 P n . Lessee shall pay to Lender all rental payments required to be made by Lessee pursuant to the terms of the Lease for the duration of the term of the Lease; 4.2 Continuation of P . Lessee shall be bound to Lender in accordance with all of the provisions of the Lease for the balance of the term thereof, and Lessee hereby attorns to Lender as its landlord, such attornment to be effective and self-operative without the execution of any further instrument immediately upon Lender succeeding to Lessor's interest in the Lease and giving written notice thereof to Lessee; 4.3 No Offset. Lender shall not be liable for, nor subject to, any offsets or defenses which Lessee may have by reason of any act or omission of Lessor under the Lease, nor for the return of any sums which Lessee may have paid to Lessor under the Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Lessor to Lender; and 4.4 T n f r. If Lender, by succeeding to the interest of Lessor under the Lease, should become obligated to perform the covenants of Lessor thereunder, then, upon any further transfer of Lessor's interest by Lender, all of such obligations shall terminate as to Lender. 5. - AN E. In the event of a foreclosure under the Deed of Trust, so long as there shall then exist no breach, default, or event of default on the part of Lessee under the Lease, Lender agrees for itself and its successors and assigns that the leasehold interest of Lessee under the Lease shall not be extinguished or terminated by reason of such foreclosure, but rather the Lease shall continue in full force and effect and Lender shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the Lease except as modified by this Agreement; provided, however, that Lessee and Lender agree that the following provisions of the Lease (if any) shall not be binding on Lender: any option to purchase with respect to the Property; any right of first refusal with respect to the Property; any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the terms of the Deed of Trust. 6. MI CEL 6.1 H ' A sI ns and Transf as. The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the parties hereto; and 6.2 Notices . All notices or other communications required or permitted to be given pursuant to the provisions hereof shall be deemed served upon delivery or, if mailed, upon the first to occur of receipt or the expiration of three (3) days after deposit in United States Postal Service, certified mail, postage prepaid and addressed to the address of Lessee or Lender appearing below. Pang 3 Description : Orange , CA Document -Year .DoclD 2003 .774994 Page: 3 of 12 Order : 2409626 Comment: "OWNER" MULLROCK 1-7777, LLC c/o The Muller Company 23521 Paseo de Valencia, Suite 200 Laguna Hills, CA 92653 "LENDER" WELLS FARGO BANK, NATIONAL ASSOCIATION 333 South Grand Ave., e Floor Los Angeles, CA 90071 Attn: Dovie M. Kapoh Loan No. "LESSEE" The Richards Group, Inc. 8750 North Central Expressway, Suite 1200 Dallas, Texas 75231-6437 Phone # (214) 891-6700 Fax #: (214) 891-5289 Attn: Mr. Scot Dykema orovided, however, any party shall have the right to change its address for notice hereunder by the giving of written notice thereof to the other party in the manner set forth in this Agreement; and 6.3 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument; and 6.4 . All rights of Lender herein to collect rents on behalf of Lessor under the Lease are cumulative and shall be in addition to any and all other rights and remedies provided by law and by other agreements between Lender and Lessor or others; and 65 P r r h I . Paragraph headings in this Agreement are for convenience only and are not to be construed as part of this Agreement or in any way limiting or applying the provisions hereof. P Exhibit and Lease Guarantor's Consent (if any) are attached hereto and incorporated herein by this reference. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO. "OWNER" MULLROCK 1-7777, LLC, a Delaware limited liability company By: Its: EM1 Pape 4 Description : Orange ,CA Document -Year .DoclD 2003 .774994 Page: 4 of 12 Order : 2409626 Comment: "LENDER" WELLS FARGO BANK, NATIONAL ASSOCIATION By: Sea ah Its: Vice President "LESSEE" THE RICHARDS GROUP, INC., a Texas corao n By: Its: Scot Dy ma Chief Financial Officer (ALL SIGNATURES MUST BE ACKNOWLEDGED) Paae 5 Description: Orange ,CA Document -Year .DocZD 2003.774994 Page: 5 of 12 Order: 2409626 Comment: EXHIBIT A Loan No. DESCRIPTION OF PROPERTY EXHIBIT A to Subordination Agreement ; Acknowledgment of Lease Assignment, Estoppel , Attomment and Non-Disturbance Agreement, executed by MULLROCK 1-7777, LLC, a Delaware limited liability company as "Owner THE RICHARDS GROUP, INC., a Texas corporation, as "Lessee", and WELLS FARGO BANK, NATIONAL ASSOCIATION, as "Lender' All that certain real property located in the County of Orange, State of California, described as follows: APN Parcel A: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 14. TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 51 PAGE 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL I OF PARCEL MAP NO. 79-585 , IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 31,32 AND 33 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM THE PORTION OF SAID LAND INCLUDED IN THE EAST HALF OF SAID NORTHWEST QWARTER, ALL WATER, WATER RIGHTS, OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS , TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFTEY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS RESERVED IN THE DEED FROM JODA SORK AND WIFE TO THE STATE OF CALIFORNIA , RECORDED SEPTEMBER 14,1959 IN BOOK 4879 PAGE 19 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, ONE-HALF OF ALL MINERAL, OIL, GAS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, FOR A PERIOD OF 15 YEARS, OR UPON THE DEATH OF THE LAST SURVIOR OF RALEIGH CLANTON AND GRACE M. M. CLANTON, HUSBAND AND WIFE, WHICHEVER EVENT FIRST OCCURS, TOGETHER WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE PURPOSE OF PROSPECTING FOR, DEVELOPING AND PRODUCING SAID SUBSTANCES , AS RESERVED IN THE DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON, TO SAM KIYOHIDE AIHARA AND FUMI AIHARA, HUSBAND AND WIFE, RECORDED JANUARY 5, 1956 IN BOOK 3341 PAGE 329 OF OFFICAL RECORDS. PaOP. 6 Description: Orange,cA Document -Year .DoclD 2003.774994 Page: 6 of 12 Order: 2409626 Comment: EXHIBIT A Loan No. NOTE: THE RIGHT TO DRILL WELLS, TUNNELS, SHAFTS, EXPLORE, ETC., TO THE SURFACE OR UPPER 100 FEET OF THE SUBSURFACE, WERE RELINQUISED TO THE STATE OF CALIFORNIA BY QUITCLAIM DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON RECORDED NOVEMBER 22,1960 IN BOOK 5518 PAGE 590 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, THE REMAIDER OF ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR, AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED , AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN , REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT , THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED , OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LAND, AS RESERVED IN THE DEED FROM SAM KIYOHIDE AIHARA AND FUMI AIHARA TO THE STATE OF CALIFORNIA, RECORDED NOVEMBER 22, 1960 IN BOOK 5518 PAGE 586 OF OFFICIAL RECORDS. PARCEL B: A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND PARKING OF MOTOR VEHICLES AND FOR THE INGRESS AND EGRESS OF PEDESTRIANS AS SAID EASEMENT IS SET FORTH IN SECTION 4.6 OF THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT RECORDED MAY 4,1976 IN BOOK 11726 PAGE 752 OF OFFICIAL RECORDS, AS AMENDED BY INSTRUMENTS RECORDED OCTOBER 18, 1976 IN BOOK 11927 PAGE 1037 OF OFFICIAL RECORDS AND MARCH 6, 1979 IN BOOK 13057 PAGE 1890 OF OFFICIAL RECORDS. Pane 7 Description : Orange ,CA Document -Year .DocZD 2003 .774994 Page: 7 of 12 Order : 2409626 Comment: STATE OF TEXA /COUNTY OF .iC 4 personalty known to me (or proved on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/heir signature(s) on the instrument the person(s), or the entity upon behalf of which the On thisL 7 day of , 2003, before me, a Notary Public in and r the State of Texas, personally appeared \\Nbl\W ftN WITNESS my han and fficial I 0"' Signature QP.rr Pie ,OA 0 My commission expires OF *64' 0 f 3 ... I nxrmnutiuU person(s) acted, executed the instrument. Description: Orange,CA Document -Year .DocID 2003.774994 Page : 8 of 12 Order: 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: RACHIEL BISHOP DATE COMMISSION EXPIRES: JAN. 23, 2007 COMMISSION NUMBER: VENDOR NUMBER: COUNTY WHERE BOND IS FILED: DALLAS, TX EXECUTED AT IRVINE, CALIFORNIA ON THIS'` day of July, 2003 /6 E ASSISTANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year .DocID 2003 .774994 Page: 9 of 12 Order : 2409626 Cooent: STATE OF U COUNTY OF j MC l:Z#joOn , 2003, before e, -,LA t /Zf-- a notary public, personally appeared e- personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my h d and official seal. (Official Seal) STATE OF C'ALIFcIZAJA COUNTY OF LO A rtzG )ss. JOAN SLADEK Commhslon 0 1255584 NGtCry Pubik - Ccft?an o OrQps County MyCarrmE2q* Mor31=4 On o25 , 2003, before me, 7J'r eJ s_ . ;rk; n s , a notary public, personally appeared S Q.ha/7 personally known to me or proved to me on the basis of satisfactory evidence to be the persons whose names is/me subscribed to the within instrument and acknowledged to me that he/s#@5 executed the same in his/hent eii-authorized capacity(iso), and that by his/ eir signatures on the instrument the persons or the entity upon behalf of which the persons acted, executed the instrument. Witness my hand and icial seal. (Official Seal) cc:1 r:Ty Nlo""YF„L., rra pi-, Ts C1.1VII-V Ra.tl N Y C '•mrn. i.- '.4 tb':7 Yyt QH Description: Orange,CA Document-Year.DociD 2003.774994 Page: 10 of 12 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: JOAN SLADEK DATE COMMISSION EXPIRES: MARCH 31, 2004 COMMISSION NUMBER: 125504 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED : Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS 1" day of July, 2003 TLE SSISTANT CHICAGO TITLE COMPANY Description: Orange ,CA Document -Year.DoclD 2003 .774994 Page : 11 of 12 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: PATRICIA D. PERKINS DATE COMMISSION EXPIRES: NOV 22, 2004 COMMISSION NUMBER : 1284275 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: LOS ANGELES EXECUTED AT IRVINE, CALIFORNIA ON THIS 1" day of July, 2003 T A ISTANT CHICAGO TITLE COMPANY Description : Orange , CA Docwnent -Year. DocZD 2003 . 774994 Page : 12 of 12 Order : 2409626 Comment: • CORDED AT THE REQUEST OF CHICAGO TITLE COMPANY AND WHEN RECORDED MAIL TO: WELLS FARGO BANK, NATIONAL ASSOCIATION 333 S. Grand Ave., 9m Floor Los Angeles, CA 90071 Attn: Davie M. Kapoh Loan No. • Recorded In Official Records , County of Orange Tom Daly , Clerk-Recorder I VIIIIIIIIII IIIIIIIIN III Il IIIV IIVI VlI VVII l 28.00 2003000774995 04:00pm 07101103 10029 S13 12 0 00 0.00 0.00 0.00 22.00 0.00 0 00 0-00 SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT (Lease To Deed of Trust) NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE UEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT C'Agreement") is made April 17, 2003 by and between MULLROCK 1-7777, LLC, a Delaware limited liability company ("Owner"), CURTIS C. CHEN, an indMdual , dba; Law Offices of Curtis C. Chen and Associates ("Lessee") and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender"). nn RE CITALS A. Pursuant to the terms and provisions of a( §e dat Duce ber 16, 1997 ("Lease "), Owner, as "Lessor, granted to Lessee a leasehold estate in and to a portion of the property described on Exhibit A attached hereto and incorporated herein by this reference (which property, together with all improvements now or hereafter located on the property, is defined as the "Property"). 3 intentionally deleted C. Owner has executed, or proposes to execute , a deed of trust with absolute assignment of leases and rents, security agreement and fixture filing ("Deed of Trust") securing, among other things, a promissory note ("Note") in favor of Lender, which Note is payable with interest and upon the terms and conditions described therein ("Loan"). The Deed of Tryst ;s'o ,}e recorded concurrently herewith. D. As a condition to making the Loan secured by the Deed of Trust, Lender requires that the Deed of Trust be unconditionally and at all times remain a lien on the Property, prior and superior to all the rights of Lessee under the Lease and that the Lessee specifically and unconditionally subordinate the Lease to the lien of the Deed of Trust. E. Owner and Lessee have agreed to the subordination, attomment and other agreements herein in favor of Lender. NOW THEREFORE, for valuable consideration and to induce Lender to make the Loan, Owner and Lessee hereby agree for the benefit of Lender as follows: Dana I Description : Orange ,CA Document -Year.DocXD 2003 .774995 Page: 1 of 12 Order : 2409626 Comment: 1. SUBORDINA . Owner and Lessee hereby agree that: 1.1 Prior Bien. The Deed of Trust securing the Note in favor of Lender, and any modifications, renewals or extensions thereof, shall unconditionally be and at all times remain a lien on the Property prior and superior to the Lease; 1.2 Subordination . Lender would not make the Loan without this agreement to subordinate; and 1.3 roe . This Agreement shall be the whole agreement and only agreement with regard to the subordination of the Lease to the lien of the Deed of Trust and shall supersede and cancel, but only insofar as would affect the priority between the Deed of Trust and the Lease, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease which provide for the subordination of the Lease to a deed or deeds of trust or to a mortgage or mortgages. AND FURTHER, Lessee individually declares, agrees and acknowledges for the benefit of Lender, that 1.4 Proceeds . Lender , in making disbursements pursuant to the Note, the Deed of Trust or any loan agreements with respect to the Property, is under no obligation or duty to, nor has Lender represented that it will, see to the application of such proceeds by the person or persons to whom Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat this agreement to subordinate in whole or in part; 1.5 Waiver 'n ' nt a Su rdin Lion. Lessee intentionally and unconditionally waives , relinquishes and subordinates all of Lessee 's right, title and interest in and to the Property to the lien of the Deed of Trust and understands that in reliance upon, and in consideration of, this waiver, relinquishment and subordination, specific loans and advances are being and will be made by Lender and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment and subordination. 2. ASSIGNMENT . Lessee acknowledges and consents to the assignment of the Lease by Lessor in favor of Lender. 3. TIO A TS. Lessee covenants and agrees that, during all such times as Lender is the Beneficiary under the Deed of Trust: 3.1 Modific o nd ncel ion. Lessee will not consent to any modification, amendment, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent and will not make any payment to Lessor in consideration of any modification, termination or cancellation of the Lease (in whole or in part) without Lender's prior written consent; 3.2 Notice 0 . Lessee will notify Lender in writing concurrently with any notice given to Lessor of any default by Lessor under the Lease, and Lessee agrees that Lender has the right (but not the obligation) to cure any breach or default specified in such notice within the time periods set forth below and Lessee will not declare a default of the Lease, as to Lender, if Lender cures such default within fifteen (15) days from and after the expiration of the time period provided in the Lease for the cure thereof by Lessor, provided . howeve , that if such default cannot with diligence be cured by Lender within such fifteen (15) day period, the commencement of action by Lender within such fifteen (15) day period to remedy the same shall be deemed sufficient so long as Lender pursues such cure with diligence; 3.3 No Advance a ts. Lessee will make no payments or prepayments of rent more than one (1) month in advance of the time when the same become due under the Lease; and 3.4 A i ment of a . Upon receipt by Lessee of written notice from Lender that Lender has elected to terminate the license granted to Lessor to collect rents, as provided in the Deed of Trust, and directing the Pang 7 Description: Orange ,CA Document-Year .DoclD 2003.774995 Page: 2 of 12 Order: 2409626 Comment: payment of rents by Lessee to Lender, Lessee shall comply with such direction to pay and shall not be required to determine whether Lessor is in default under the Loan and/or the Deed of Trust. 4. ATTORNMENT. Lessee agrees for the benefit of Lender (including for this purpose any transferee of Lender or any transferee of Lessor's titie in and to the Property by Lender's exercise of the remedy of sale by foreclosure under the Deed of Trust ) as follows: 4.1 P nt of ent Lessee shall pay to Lender all rental payments required to be made by Lessee pursuant to the terms of the Lease for the duration of the term of the Lease; 4.2 Con n of Perfonma . Lessee shall be bound to Lender in accordance with all of the provisions of the Lease for the balance of the term thereof, and Lessee hereby attoms to Lender as its landlord, such attomment to be effective and self-operative without the execution of any further instrument immediately upon Lender succeeding to Lessor's interest in the Lease and giving written notice thereof to Lessee; 4.3 No Offset Lender shall not be liable for, nor subject to, any offsets or defenses which Lessee may have by reason of any act or omission of Lessor under the Lease, nor for the return of any sums which Lessee may have paid to Lessor under the Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Lessor to Lender, and 4.4 Sub u n T or. If Lender, by succeeding to the interest of Lessor under the Lease, should become obligated to perform the covenants of Lessor thereunder, then, upon any further transfer of Lessor's interest by Lender, all of such obligations shall terminate as to Lender. 5. NON DI T R ANCE . In the event of a foreclosure under the Deed of Trust, so long as there shall then exist no breach, default, or event of default on the part of Lessee under the Lease, Lender agrees for itself and its successors and assigns that the leasehold interest of Lessee under the Lease shall not be extinguished or terminated by reason of such foreclosure , but rather the Lease shall continue in full force and effect and Lender shall recognize and accept Lessee as tenant under the Lease subject to the terms and provisions of the Lease except as modified by this Agreement; provided however, that Lessee and Lender agree that the following provisions of the Lease (if any) shall not be binding on Lender: any option to purchase with respect to the Property; any right of first refusal with respect to the Property; any provision regarding the use of insurance proceeds or condemnation proceeds with respect to the Property which is inconsistent with the terms of the Deed of Trust. 6. MISCELLAN OUS. 6.1 H Irs S rs Assi n rid Tran IF . The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the parties hereto; and 6.2 Notices. All notices or other communications required or permitted to be given pursuant to the provisions hereof shall be deemed served upon delivery or, if mailed, upon the first to occur of receipt or the expiration of three (3) days after deposit in United States Postal Service, certified mail, postage prepaid and addressed to the address of Lessee or Lender appearing below. pano l Description : Orange ,CA Document -Year .DocID 2003.774995 Page: 3 of 12 Order: 2409626 Comment: "OWNER" "LENDER" MULLROCK 1-7777, LLC WELLS FARGO BANK, NATIONAL ASSOCIATION do The Muller Company 333 South Grand Ave., 9`" Floor 23621 Paseo de Valencia, Suite 200 Los Angeles, CA 90071 Laguna Hills, CA 92653 Attn: Dovie M. Kapoh Loan No. "LESSEE" Law Offices of Curtis C. Chen and Associates 7777 Center Ave., Suite 560 Huntington Beach, CA 92647 Provided, howev er, any party shall have the right to change its address for notice hereunder by the giving of written notice thereof to the other party in the manner set forth in this Agreement; and 6.3 Counteroarts. This Agreement may be executed in two or more counterparts , each of which shall be deemed an original and all of which together shall constitute and be construed as one and the same instrument; and 6.4 ies Cumul ' . All rights of Lender herein to collect rents on behalf of Lessor under the Lease are cumulative and shall be in addition to any and all other rights and remedies provided by law and by other agreements between Lender and Lessor or others; and 6.5 h Headin s. Paragraph headings in this Agreement are for convenience only and are not to be construed as part of this Agreement or in any way limiting or applying the provisions hereof. INCO TION. Exhibit A and Lease Guaran tor's Car ent ;ir -n,'; ,re attached hereto and incorporated herein by this reference. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT , THE PARTIES CONSULT WITH THEIR ATTORNEYS WITH RESPECT HERETO. "OWNER" MULLROCK 1-7777, LLC, a Delaware limited liability company By: Its: Dan& A Description : Orange ,CA Document -Year.DocID 2003.774995 Page: 4 of 12 Order : 2409626 Comment: "LENDER" WELLS FARGO BANK, NATIONAL ASSOCIATION By: Sean Mahon Its: Vice President "LESSEE' CURTIS CHEN , Indhddyal, dba; J tti Curti. Chen and Associates Its: l/GViL•6-K (ALL SIGNATURES MUST BE ACKNOWLEDGED) Description : Orange ,CA Document -Year .DoclD 2003 .774995 Page: 5 of 12 Order : 2409626 Comment: EXHIBIT A Loan No. DESCRIPTION OF PROPERTY EXHIBIT A to Subordination Agreement; Acknowledgment of Lease Assignment, Estoppel, Attomment and Non-Disturbance Agreement, executed by MULLROCK 1-7777, LLC, a Delaware limited liability company as "Owner CURTIS C. CHEN, an individual , dba; Law Offices of Curtis C. Chen and Associates , as "Lessee", and WELLS FARGO BANK, NATIONAL ASSOCIATION, as "Lender'. All that certain real property located in the County of Orange, State of California, described as follows: APN Parcel A: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 14.. TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 51 PAGE 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL I OF PARCEL MAP NO. 79-585, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 31, 32 AND 33 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM THE PORTION OF SAID LAND INCLUDED IN THE EAST HALF OF SAID NORTHWEST QWARTER, ALL WATER, WATER RIGHTS, OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED , AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFTEY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS RESERVED IN THE DEED FROM JODA SORK AND WIFE TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 14, 1959 IN BOOK 4879 PAGE 19 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, ONE-HALF OF ALL MINERAL, OIL, GAS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, FOR A PERIOD OF 15 YEARS, OR UPON THE DEATH OF THE LAST SURVIOR OF RALEIGH CLANTON AND GRACE M. M. CLANTON , HUSBAND AND WIFE, WHICHEVER EVENT FIRST OCCURS , TOGETHER WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE Description : Orange ,CA Document -Year .DocID 2003 .774995 Page: 6 of 12 Order : 2409626 Comment: EXHIBIT A Loan No. PURPOSE OF PROSPECTING FOR, DEVELOPING AND PRODUCING SAID SUBSTANCES, AS RESERVED IN THE DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON, TO SAM KIYOHIDE AIHARA AND FUMI AIHARA, HUSBAND AND WIFE, RECORDED JANUARY 5, 1956 IN BOOK 3341 PAGE 329 OF OFFICAL RECORDS. NOTE: THE RIGHT TO DRILL WELLS, TUNNELS, SHAFTS, EXPLORE, ETC., TO THE SURFACE OR UPPER 100 FEET OF THE SUBSURFACE, WERE RELINQUISED TO THE STATE OF CALIFORNIA BY QUITCLAIM DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON RECORDED NOVEMBER 22, 1960 IN BOOK 5518 PAGE 590 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION, THE REMAIDER OF ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR, AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH THE EXTERIOR OMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LAND, AS RESERVED IN THE DEED FROM SAM KIYOHIDE AIHARA AND FUMI AIHARA TO THE STATE OF CALIFORNIA, RECORDED NOVEMBER 22, 1960 IN BOOK 5518 PAGE 586 OF OFFICIAL RECORDS. PARCEL B: A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND PARKING OF MOTOR VEHICLES AND FOR THE INGRESS AND EGRESS OF PEDESTRIANS AS SAID EASEMENT IS SET FORTH IN SECTION 4.6 OF THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT RECORDED MAY 4,1976 IN BOOK 11726 PAGE 752 OF OFFICIAL RECORDS, AS AMENDED BY INSTRUMENTS RECORDED OCTOBER 18,1976 IN BOOK 11927 PAGE 1037 OF OFFICIAL RECORDS AND MARCH 6, 1979 IN BOOK 13057 PAGE 1890 OF OFFICIAL RECORDS. POnm 7 Description : Orange ,CA Document -Year .DocID 2003.774995 Page: 7 of 12 Order : 2409626 Comment: STATE OF CAUFOMM COUNTY OF On this,I day of , 2003, before me, 1 yl 1 11 C' a Notary Public in and for the State of California, personally appeared 'k - 1.P_V1 (or proved on the basis of satisfactory evidence) to be the person(s) whose name(* is/aaa subscribed to the within instrument and acknowledged to me that he the ttheyr executed the same in his/herMieir authorized capacity(ies), and that by his/herrtheir signature(s)-on the instrument the person(s), or the entity upon behalf of which the person(s).acted, executed the instrument WETNESS my hand official Signature 5- ,_a _ . ti;.=QUEi LACHINOt 1307298 nr r nrary Publ:c C'rUnrn:a ;nrl "`' ;i-m ..I 0gpr .lc;E CO Ta Description : Orange ,CA Document -Year .DocID 2003 .774995 Page: 8 of 12 Order : 2409626 Comment: My commission expires I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: RAQUEL LACHINO DATE COMMISSION EXPIRES: JUNE 3, 2005 COMMISSION NUMBER : 1307298 VENDOR NUMBER: ARSI COUNTY WHERE BOND IS FILED: Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS I" d y of July, 2003 4tre9 L LE ASSISTANT CHICAGO TITLE COMPANY Description: Orange,CA Document -Year.DOCID 2003.774995 Page: 9 of 12 Order: 2409626 Comment: STATE OF CO L - Jn31P-) COUNTY OF 6 h- rJ Vt )ss. f}rOnJU.l G , 2003, before me, JO a notary public, personally appeared _E J UL,Lt rsonally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my ha d and official seal. (Official Seal) STATE OF LI C7ZIsII A ) )ss. COUNTY OF Lo'S /N LAS ) JOAN SIMEK Commission # 1255504 Notary Public - CaRfamlo t Orange County MpCams. Emotes Mar3i,20D4 On V7/ne- .25 , 2003, before me, !'!L'/• l'ktrl5 , a notary public, personally appeared S personally known to me or proved to me on the basis of satisfactory evidence to be the person(e) whose name(s) is/ere-subscribed to the within instrument and acknowledged to me that he/slw4hejc executed the same in his/hen44@4 authorized capacity(., and that by his/her! z it signature(s) on the instrument the person( or the entity upon behalf of which the person(@) acted, executed the instrument. Witness my hand an fficial seal. (Official Seal) I1 - ^ I Ii ./`l4 fl _ ,SJ ffLiss A"-- -s C--": Description: Orange,CA Document-Year.DocZD 2003.774995 Page: 10 of 12 Order: 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: JOAN SLADEK DATE COMMISSION EXPIRES: MARCH 31, 2004 COMMISSION NUMBER: 125504 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED : Orange EXECUTED AT IRVINE, CALIFORNIA ON THIS l" ay of July, 2003 1 L C ITLE ASSISTANT CHICAGO TITLE COMPANY Description : Orange ,CA Document -Year .DocID 2003 .774995 Page : 11 of 12 Order : 2409626 Comment: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED DOES READ AS FOLLOWS: NAME OF NOTARY: PATRICIA D. PERKINS DATE COMMISSION EXPIRES: NOV 22, 2004 COMMISSION NUMBER: 1284275 VENDOR NUMBER: NNAI COUNTY WHERE BOND IS FILED: LOS ANGELES EXECUTED AT IRVINE, CALIFORNIA ON THIS 1' day of July, 2003 TI LE ASSISTAN CHICAGO TITLE COMPANY Description : Orange , CA Document -Year .DocID 2003 .774995 Page : 12 of 12 Order : 2409626 Comment: I ll PIR5'AMERICANETiT E COMPANY OMMEEIC ALANDUSTCRIAL DIVISION 0 WHEN RECORDED, RETURN TO: Recorded In Official Records, County o41ge Tom Daly, Clerk-Recorder 1111111111111111111111110111111111111111191138.00 2003001469052 02:39pm 12/10/03 105 21 M11 7 0 00 0 00 0 00 20 00 12.00 0.00 0.00 0.00 Equity Office Properties Trust Two North Riverside Plaza, Suite 2100 Chicago, Illinois 60606 Attention: Regional Counsel - Los Angeles Region 2 I . 2(--L3 (Space Above for Recorder's Use Only) MEMORANDUM OF LEASE and BUCA RESTAURANTS 2, INC., a Minnesota corporation ("Tenant"). WITNESSETH LLC1-T177 C®ti11i&ltioc AD A14P I ( Documentary Transfer Tax is $0. Term, including options, is less than 35 years. This Memorandum of Lease is dated the 10th day of July , 2002, and is by and between3EOP-ONE PACIFIC PLAZA, L.L.C., a Delaware limited liability company ("Landlord') ,,.%c" ,E0.Lace 1,,.c t N t Successor9 WHEREAS, concurrently herewith, Landlord and Tenant are entering into a Lease (the "Lease") for certain Premises situated in Huntington Beach, California, as more particularly set forth in the Lease and which Premises are situated on a portion of the land described on Exhibit A attached hereto and made a part hereof as if fully rewritten herein; and record. WHEREAS, the parties are desirous of placing their interests therein as a matter of NOW, THEREFORE, in consideration of the mutual covenants herein contained and the parties intending to be legally bound thereby, the parties hereto hereby agree as follows: 1. The initial term of the Lease is 10 years commencing on the Commencement Date, as determined in accordance with Section I.G of the Lease The Commencement Date is not to occur later than one year after the date of the Lease. 2. Tenant has the right and option to renew the Lease for 4 additional periods of 5 years each upon the terms, covenants and conditions set forth therein. IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease the day and year first above written LANDLORD: EOP-ONE PACIFIC PLAZA, L.L.C., a Delaware limited liability company tnea+sna»+wrrmaiDroUlleooWet By: EOP Operating Limited Partnership, FAW*MNW""'U yMAN a Delaware limited partnership , its soleAOOIOMTIOMOIax RNAS<MDt OMwc*MMAjtO fr!uiact oss member ORAS70I N tUPON t11a IRU By: Equity Office Properties Trust, a Maryland real estate investment trust, its general partner By: Name:Frank R. Cam bell Title:Vice President *Iq Description : Orange ,CA Document -Year .DocID 2003 .1469052 Page: 1 of 7 Order : 2409626 Comment: 0 SUCCESSOR LANDLORD: MULLROCK 1-7777, LLC, A DELAWARE LIMITED LIABILITY COMPANY BY MULLROCK 1, LLC, A DELAWARE LIMITED LIABILITY COMPANY, ITS SOLE MEMBER BY MULLER OPP-TC LP, A CALIFORNIA LIMITED PARTNERSHIP ITS MANAGING MEMBER BY. MULLER-ORANGEWOOD, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY ITS GENERAL PARTNER BY: T S P J. LL R, ING MEMBER • Description : Orange ,CA Document -Year .DocID 2003 .1469052 Page: 2 of 7 Order : 2409626 Comment: TENANT: BUCA RESTAURANTS 2, INC., a Minnesota corporation, dba Buca di Beppo By: Name : Gre Gadel Exe tive Vice President/Title: • By: Name: Title: 626216 01/OC Description : Orange ,CA Document -Year .DoclD 2003 .1469052 Page: 3 of 7 Order: 2409626 Comment: STATE OF OA-i-1 FO eAi A )ss. COUNTY OF CAE On aemue 3 2003, before me, vOPr+J l bE -_ , a notary public, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the person(,) whose name($' is/p subscribed to the within instrument and acknowledged to me that he/sbekhey executed the same in his/hcatthetr authorized capacity(4es), and that by his/he r signature(aj'on the instrument the person(s'or the entity upon behalf of which the person(s)'acted, executed the instrument W' ess my and and official seal. (Official Seal) JOAN SLADEK Comrnlsslon # l25M Notary PubAC - Cam, Clangs Courtly My CCrtm. Egies Mc r3I.2M4 STATE OF COUNTY OF On 2003, before me, a notary public , personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. (Official Seal) Description : Orange ,CA Document -Year .DocID 2003 .1469052 Page: 4 of 7 Order : 2409626 Comment: STATE OF CALIFORNIA ') j ss. COUNTY OF On J L ) b 2002 , before me,--T -0- e%% ;c c , a Nota Public in d for said sta e, personally appeared personally known to me (or proved to me on the basis o satisfactory evidence) to be the person whose name is subscribed to the within Instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. (SEAL) STATE OF ,RANCROO OSTOWZAC... kioi1V86 Nobr r4kk - Cdf rrft Is Al Qd CounV wommBomocimm COUNTY OF (J< ary Public in and for said St e BEFORE ME personally appeared tC t L-to me well known and known to me to be the person(s) described therein and who executed the foregoing instrument, and acknowledged to and before me that (he) (she) (they) executed said instrument for the purposes therein expressed. WITNESS my hand and official seal, this Or day of '--Lk0J 2002. No ry P ublic, State of Commission Expirati a ALBERT 11, CABVUia M1/00 M1MNAqr JIVE II, 626216 01/OC Description :MOrange ,CA Document -Year .DocID2003 .1469052 Page: 5 of 7 Order : 2409626 Consent: EXHIBIT "A" DESCRIPTION OF PROPERTY THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 14 , TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN , RANCHO LA BOLSA CHICA , AS SHOWN ON A MAP RECORDED IN BOOK 51 PAGE 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL 1 OF PARCEL MAP NO. 79-585, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE , STATE OF CALIFORNIA , AS PER MAP RECORDED IN BOOK 144 PAGES 31, 32 AND 33 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM THE PORTION OF SAID LAND INCLUDED IN THE EAST HALF OF SAID NORTHWEST QUARTER, ALL WATER , WATER RIGHTS , OIL, OIL RIGHTS, MINERALS , MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION , TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO S''HIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED , OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED , AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED,WELLS , TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF , AND TO REDRILL, RETUNNEL , EQUIP, MAINTAIN, REPAIR,- DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER , THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED , OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS , AS RESERVED IN THE DEED FROM JODA SORE AND WIFE TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 14, 1959 IN BOOK 4879 PAGE 19 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN , INCLUDED IN THE ABOVE DESCRIPTION , ONE-HALF OF ALL MINERAL, OIL, GAS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, FOR A PERIOD OF 15 YEARS, OR UPON THE DEATH OF THE LAST SURVIVOR OF RALEIGH CLANTON AND GRACE M. M. CLANTON, HUSBAND AND WIFE, WHICHEVER EVENT FIRST OCCURS, TOGETHER WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE PURPOSE OF PROSPECTING FOR, DEVELOPING AND PRODUCING SAID SUBSTANCES, AS RESERVED IN THE DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON, TO SAM KIYOHIDE AIHARA AND FUMI AIHARA , HUSBAND AND WIFE, RECORDED JANUARY 5 , 1956 IN BOOK 3341 PAGE 329 OF OFFICIAL 626216 01/OC Description : Orange ,CA Document -Year .DocID 2003 .1469052 Page: 6 of 7 Order : 2409626 Comment: EXHIBIT "A" DESCRIPTION OF PROPERTY NOTE: THE RIGHTS TO DRILL WELLS, TUNNELS, SHAFTS, EXPLORE, ETC., TO THE SURFACE OR UPPER 100 FEET OF THE SUBSURFACE, WERE RELINQUISHED TO THE STATE OF CALIFORNIA BY QUITCLAIM DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON RECORDED NOVEMBER 22, 1960 IN BOOK 5518 PAGE 590 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST , SAN BERNARDINO BASE AND MERIDIAN , INCLUDED IN THE ABOVE DESCRIPTION , THE REMAINDER OF ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS , AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR, AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED , AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH THE EXTERIOR LIMITS THEREOF , AND TO REDRILL, RETUNNEL , EQUIP, MAINTAIN , REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE,THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LAND, AS RESERVED IN THE DEED FROM SAM KIYOHIDE AIHARA AND FUMI AIHARA TO THE STATE OF CALIFORNIA, RECORDED NOVEMBER 22, 1960 IN BOOK 5518 PAGE 586 OF OFFICIAL RECORDS. PARCEL B: A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND PARKING OF MOTOR VEHICLES AND FOR THE INGRESS AND EGRESS OF PEDESTRIANS AS SAID EASEMENT IS SET FORTH IN SECTION 4.6 OF THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT RECORDED MAY 4, 1976 IN BOOK 11726 PAGE 752 OF OFFICIAL RECORDS, AS AMENDED BY INSTRUMENTS RECORDED OCTOBER 18, 1976 IN BOOK 11927 PAGE 1037 OF OFFICIAL RECORDS AND MARCH 6, 1979 IN BOOK 13057 PAGE 1890 OF OFFICIAL RECORDS. 626216 01 /OC Description: Orange,CA Document-Year.DocID 2003.1469052 Page: 7 of 7 Order: 2409626 Comment: RECORDED BY: FIRST AMERICAN TITLE INSURANCE COMPANY National Commercial Services WHEN RECORDED MAIL TO: • Recorded In Official Records , County of Orange Tom Daly, Clerk -Recorder IIIIIIIIIIIIIIIIIVIIIIIIIIVIIII IIVIIIIIlI II BIIIllhIIIl 36.00 2004000270380 10:48am 04/01/04 Rosenfeld, Wolff, Aronson & Klein 111 59 313 11 1901 Avenue of the Stars 0.00 0.00 0.00 0.00 30.00 000 0.00 0.00 Suite 500 L.A., CA. 90067 :2-2-1 iV -e13 SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE Subordination, Non-Disturbance and Attornment Agreement Order 2216824-EB Description : Orange ,CA Document -Year .DocID 2004 .270380 Page: 1 of 11 Order : 2409626 Comment: SUBORDINATION , NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this "Agreement ") is made by and between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York corporation with offices at 730 Third Avenue, New York, New York 10017 ("Lender ") and BUCA RESTAURANTS 2, INC., a Minnesota corporation, dba: Buca di Beppo with its principal place of business at Buca Restaurants 2, Inc., c/o BUCA, Inc., 1300 Nicollet Mall, Suite 5003, Minneapolis, MN 55403, Attn: Vice President of Real Estate ("Tenant"). RECITALS: A. Lender has made a loan (together with all advances and increases, the "Loan") to, Mullrock 1 - BeachPointe, LLC (formerly known as Mullrockl-7777, LLC) ("Borrower"). B. Borrower, as landlord, and Tenant have entered into a lease dated July 10, 2002 as amended by amendments dated, August 20, 2002 - First Amendment, December 10, 2002 - Second Amendment and June 26, 2003 - Third Amendment(the "Lease") which leased to Tenant 7979 Center Avenue(the "Leased S ace ") located in the Property (defined below). WaA nemo(O.,&m oc u 1iCfl cc'covctgd ag-bsill to aoW, s5 InSf a rv No 900-3001q (0105 L o10pf,cw L Ra=ts)C. The Loan is e -will-fie secured by the Mortgage, Assignment of Leases and Rents, Fixture Filing Statement and Security Agreement recorded '& in the official records of the County of Orange, State of California (together with all advances, increases, amendments or consolidations, the "Mortgage") and the Assignment of Leases and Rents recorded'`A in such official records (together with all amendments or consolidations, the "Assignment"), assigning to Lender the Lease and all rent, additional rent and other sums payable by Tenant under the Lease (the "Rent") . becemWA30,1ao3 As is cuc,e,l+ nto .oo3oo15L1o43 2cembar -AD, 2003 As i N5 rre J f NO.2c0300 V290'4'1 D. The Mortgage encumbers the real property, improvements and fixtures located at 7979 Center Avenue in the City of Huntin ton Beach, County of Orange, State of California, commonly known as One Pacific Plaza, and described on Exhibit "A" (the "Property"). IN CONSIDERATION of the mutual agreements contained in this Agreement, Lender and Tenant agree as follows: 1. The Lease and all of Tenant's rights under the Lease are and will remain subject and subordinate to the lien of the Mortgage and all of Lender's rights under the Mortgage and Tenant will not subordinate the -1- Description: Orange,CA Document-Year.DocID 2004.270380 Page: 2 of 11 Order: 2409626 Comment: Lease to any other lien against the Property without Lender's prior consent. 2. This Agreement constitutes notice to Tenant of the Mortgage and the Assignment and, upon receipt of written notice from Lender, Tenant will pay the Rent as and when due under the Lease to Lender and the payments will be credited against the Rent due under the Lease. Any such payments made by Tenant to Lender shall fully discharge all obligations to make such payments to Borrower as Landlord. 3. Tenant does not have any right or option to purchase any portion of or interest in the Property. 4. Tenant and Lender agree that if Lender exercises its remedies under the Mortgage or the Assignment and if Tenant is not then in default under this Agreement and if Tenant is not then in default beyond any applicable grace and cure periods under the Lease: (a) Lender will not name Tenant as a party to any judicial or non-judicial foreclosure or other proceeding to enforce the Mortgage unless joinder is required under applicable law but in such case Lender will not seek affirmative relief against Tenant, the Lease will not be terminated and Tenant's possession of the Leased Space will not be disturbed; (b) If Lender or any other entity (a "Successor Landlord") acquires the Property through foreclosure, by other proceeding to enforce the Mortgage or by deed-in-lieu of foreclosure (a "Foreclosure "), Tenant's possession of the Leased Space will not be disturbed and the Lease will continue in full force and effect between Successor Landlord and Tenant; and (c) If, notwithstanding the foregoing, the Lease is terminated as a result of a Foreclosure, a lease between Successor Landlord and Tenant will be deemed created, with no further instrument required, on the same terms as the Lease except that the term of the replacement lease will be the then unexpired term of the Lease and subject to all renewal terms set forth in the Lease. Successor Landlord and Tenant will execute a replacement lease at the request of either. 5. Upon Foreclosure, Tenant will recognize and attorn to Successor Landlord as the landlord under the Lease for the balance of the term. Tenant's attornment will be self-operative with no further instrument required to effectuate the attornment except that at Successor Landlord's request, Tenant will execute instruments reasonably satisfactory to Successor Landlord confirming the attornment. 6. Successor Landlord will not be: (a) liable for any act or omission of any prior landlord under the Lease occurring before the date of the Foreclosure except for repair -2- Description : Orange ,CA Document -Year .DocID 2004 .270380 Page: 3 of 11 Order : 2409626 Comment: and maintenance obligations of a continuing nature imposed on the landlord under the Lease; (b) required to credit Tenant with any Rent paid more than one month in advance or for any security deposit unless such Rent or security deposit has been received by Successor Landlord; (c) bound by any amendment, renewal or extension of the Lease that is inconsistent with the terms of this Agreement or is not in writing and signed both by Tenant and landlord; (d) bound by any reduction of the Rent except as otherwise expressly provided for in the Lease or unless the reduction is in connection with an extension or renewal of the Lease at prevailing market terms or was made with Lender's prior consent; (e) except as provided in the Lease, bound by any reduction of the term' of the Lease or any voluntary termination, cancellation or surrender of the Lease unless the reduction, or voluntary termination, cancellation or surrender, occurred during the last 6 months of the term or was made with Lender's prior consent; (f) except as provided in the Lease, bound by any future amendment, renewal or extension of the Lease entered into without Lender's prior consent if the Leased Space represents 50% or more of the net rentable area of the building in which the Leased Space is located; (g) except as provided in the Lease, subject to any credits, offsets, claims, counterclaims or defenses that Tenant may have that arose prior to the date of the Foreclosure or liable for any damages Tenant may suffer as a result of any misrepresentation, breach of warranty or any act of or failure to act by any predecessor Landlord to Successor Landlord; (h) bound by any obligation to make improvements to the Property, including the Leased Space, to make any payment or give any credit or allowance to Tenant provided for in the Lease or to pay any leasing commissions arising out of the Lease, except that Successor Landlord will be: (i) bound by any such obligations of Landlord provided for in Lease; (ii) bound to comply with the casualty and condemnation restoration provisions included in the Lease provided that Successor Landlord is entitled to receive the insurance or condemnation proceeds otherwise payable to Landlord under the 'For purposes of this subparagraph "the term of the Lease" includes any renewal term after the right to renew has been exercised. -3- Description : Orange ,CA Document -Year .DocID 2004 .270380 Page: 4 of 11 Order : 2409626 Comment: or Lease; (i) liable for obligations under the Lease with respect to any off-site property or facilities for the use of Tenant (such as off-site leased space or parking) unless Successor Landlord acquires in the Foreclosure the right, title or interest to the off-site property. 7. Lender will have the right, but not the obligation, to cure any default by Borrower, as landlord, under the Lease. Tenant will notify Lender of any default that would entitle Tenant to terminate the Lease or abate the Rent and any notice of termination or abatement will not be effective unless Tenant has so notified Lender of the default and Lender has had a 30-day cure period (or such longer period as may be necessary if the default is not susceptible to cure within 30 days provided Lender diligently pursues curing such default) commencing on the latest to occur of the date on which (i) the cure period provided to Landlord under the Lease expires; or (ii) Lender receives the notice required by this paragraph. 8. All notices, requests or consents required or permitted to be given under this Agreement must be in writing and sent by certified mail, return receipt requested or by nationally recognized overnight delivery service providing evidence of the date of delivery, with all charges prepaid, addressed to the appropriate party at the address set forth above. 9. Any claim by Tenant against Successor Landlord under the Lease or this Agreement will be satisfied solely out of Successor Landlord's interest in the Property and Tenant will not seek recovery against or out of any other assets of Successor Landlord. Except as provided in the Lease, Successor Landlord will have no liability or responsibility for any obligations under the Lease that arise subsequent to any transfer of the Property by Successor Landlord. 10. This Agreement is governed by and will be construed in accordance with the laws of the state or commonwealth in which the Property is located. 11. Lender and Tenant waive trial by jury in any proceeding brought by, or counterclaim asserted by, Lender or Tenant relating to this Agreement. 12. If there is a conflict between the terms of the Lease and this Agreement, the terms of this Agreement will prevail as between Successor Landlord and Tenant. 13. This Agreement binds and inures to the benefit of Lender, -4- Description : Orange ,CA Document -Year .Dod D 2004.270380 Page: 5 of 11 Order : 2409626 Comment: Borrower, and Tenant and their respective successors, assigns, heirs, administrators, executors, agents and representatives. 14. This Agreement contains the entire agreement between Lender, Borrower, and Tenant with respect to the subject matter of this Agreement, may be executed in counterparts that together constitute a single document and may be amended only by a writing signed by Lender, Borrower, and Tenant. IN WITNESS WHEREOF, Lender and Tenant have executed and delivered this Agreement as of {.,, k\ , 2003. TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York corporatio By: ame:JUDM L. KING DIRECTOR Title: BUCA RESTAURANTS 2, INC., a Minnesota corporation, dba: Buca di Beppo By: Name: Title:', J U MULLROCK 1 - BEACHPOINTE, LLC a Delaware limited liability corporation By: ame Title: ' e 4 -5- Description : Orange ,CA Document -Year .DocID 2004 .270380 Page: 6 of 11 Order : 2409626 Comment: ACKNOWLEDGEMENT STATE OF NEW YORK COUNTY OF NEW YORK On this 8th'' day of January, 2004 before me, the undersigned, a Notary Public in and for said County and State, personally appeared Judith L. King known to me to be the Director of TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, the corporation that executed the within instrument pursuant to its bylaws or a resolution of its board of trustees. Yelena Kharnas Notary Public, State of New York No. 31-5008426 Qualified in New York County Commission Expires 2/22/07 Description: Orange,CA Document -Year .DocID 2004.270380 Page: 7 of 11 Order: 2409626 Comment: ACKNOWLEDGMENT STATE OF AA. COUNTY OF SS. On this26 '~ day of r cl ^- , 200$ before me, a Notary Public in and for the State of C r A-Za- , personally appeared personally known to me ( ) to be the person( whose name4o is/.pfd subscribed to the within instrument and acknowledged to me that he/st,t'/tty executed the same in his/t}ef/their authorized capacity(, and that by his/I}er(r signaturo on the instrument the person0j, or the entity upon behalf of which the person(acted, executed the instrument. WITNESS my nd and official seal Signature My commission expires NaON Co wnWon # 113i8"0 1lhdG-COlc -, ORM"ColifthvcormL bow 3% -6- Description: Orange,CA Document -Year.DocID 2004.270380 Page: 8 of 11 Order: 2409626 Comment: ACKNOWLEDGMENT STATE OF MINNESOTA COUNTY OF E ss. On this J-1- day of , 2003, before me, a Notary Public in and for the State of California, personally appeared personally known to me to be the erson(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal Signature Notgyq_Mrtssayo''` Description: Orange,CA Document-Year .DocID 2004.270380 Page: 9 of 11 Order: 2409626 Comment: EXHIBIT A DESCRIPTION OF PROPERTY All that certain real property located in the County of Orange, State of California, described as follows: APN Parcel A: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 14. TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, RANCHO LA BOLSA CHICA, AS SHOWN ON A MAP RECORDED IN BOOK 51 PAGE 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL I OF PARCEL MAP NO. 79-585, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 144 PAGES 31, 32 AND 33 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT FROM THE PORTION OF SAID LAND INCLUDED IN THE EAST HALF OF SAID NORTHWEST QWARTER, ALL WATER, WATER RIGHTS, OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THAT PORTION OF THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST , SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION , TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS , TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT , HOWEVER , THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFTEY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS RESERVED IN THE DEED FROM JODA SORK AND WIFE TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 14,1959 IN BOOK 4879 PAGE 19 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION , ONE-HALF OF ALL MINERAL, OIL, GAS AND HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, FOR A PERIOD OF 15 YEARS , OR UPON THE DEATH OF THE LAST SURVIOR OF RALEIGH CLANTON AND GRACE M. M. CLANTON , HUSBAND AND WIFE, WHICHEVER EVENT FIRST OCCURS , TOGETHER WITH THE RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND FOR THE PURPOSE OF PROSPECTING FOR, DEVELOPING AND PRODUCING SAID SUBSTANCES, AS RESERVED IN THE DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON, TO SAM KIYOHIDE AIHARA AND FUMI AIHARA, HUSBAND AND WIFE, RECORDED JANUARY 5, 1956 IN BOOK 3341 PAGE 329 OF OFFICAL RECORDS. NOTE: THE RIGHT TO DRILL WELLS, TUNNELS, SHAFTS, EXPLORE, ETC., TO THE SURFACE OR UPPER 100 FEET OF THE SUBSURFACE , WERE RELINQUISED TO THE STATE OF CALIFORNIA BY QUITCLAIM DEED FROM RALEIGH CLANTON AND GRACE M. CLANTON RECORDED NOVEMBER 22, 1960 IN BOOK 5518 PAGE 590 OF OFFICIAL RECORDS. -7- Description : Orange ,CA Document -Year .DoclD 2004 .270380 Page : 10 of 11 Order : 2409626 Comment: ALSO EXCEPTING FROM THAT PORTION OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 5 SOUTH, RANGE 11 WEST, SAN BERNARDINO BASE AND MERIDIAN, INCLUDED IN THE ABOVE DESCRIPTION , THE REMAIDER OF ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING, AND OPERATING THEREFOR, AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE HEREINABOVE DESCRIBED, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH THE EXTERIOR LIMITS THEREOF , AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT , THE RIGHT TO DRILL, MINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND HEREINABOVE DESCRIBED, OR OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LAND, AS RESERVED IN THE DEED FROM SAM KIYOHIDE AIHARA AND FUMI AIHARA TO THE STATE OF CALIFORNIA, RECORDED NOVEMBER 22,1960 IN BOOK 5518 PAGE 586 OF OFFICIAL RECORDS. PARCEL B: A NON-EXCLUSIVE EASEMENT FOR INGRESS, EGRESS AND PARKING OF MOTOR VEHICLES AND FOR THE INGRESS AND EGRESS OF PEDESTRIANS AS SAID EASEMENT IS SET FORTH IN SECTION 4.6 OF THAT CERTAIN RECIPROCAL EASEMENT AGREEMENT RECORDED MAY 4,1976 IN BOOK 11726 PAGE 752 OF OFFICIAL RECORDS, AS AMENDED BY INSTRUMENTS RECORDED OCTOBER 18,1976 IN BOOK 11927 PAGE 1037 OF OFFICIAL RECORDS AND MARCH 6,1979 IN BOOK 13057 PAGE 1890 OF OFFICIAL RECORDS. -8- Description : Orange,CA Document -Year .DocID 2004 .270380 Page : 11 of 11 Order : 2409626 Comment: 1,9 &1 A L. VS <4 0 RECORDING REQUESTED BY FIRST AMERICAN TITLE NATIONAL HOMEBUILDER SERVICES SUBDIVISION DEPARTMENT ORDER NO. 2224749-BB WHEN RECORDED MAIL TO: CITY OF HUNTINGTON BEACH DEPARTMENT OF PUBLIC WORKS 2000 MAIN STREET HUNTINGTON BEACH, CA 92648 ATTENTION:PAUL DA VEIGA Recorded In aI Records , Orange County Tom Daly, Clerk -Recorder II VIIIIIIIIIIVI IIVIIIVIIIII IIII VIII IIIIIIIII IIIII DUI III 36.00 2006000294224 10:33am 05/02/06 119 30 L09 11 0.00 0.00 0 00 0.00 30.00 0.00 0.00 0.00 THIS SPACE FOR RECORDER'S USE ONLY CITY OF HUNTINGTON BEACH LOT LINE ADJUSTMENT NO. 05-12 THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (ADDITIONAL RECORDING FEE APPLIES) Description : Orange ,CA Document -Year.DoclD 2006.294224 Page: 1 of 11 Order: 2409626 Comment: Mail recorded copies to: CITY OF HUNTINGTON BEACH DEPARTMENT OF PLANNING 2000 Main Street Huntington Beach, CA 92648 NSA space above reserved for County Recorder's use CITY OF HUNTINGTON BEACH LOT LINE ADJUSTMENT No. 05 -12 fee: $ RECORD OWNER S : PARCEL A PARCEL 2 NAME: MULLROCK 1- BEACH POINTE LLC MULLROCK 1- BEACH POINTE LLC ADDRESS: 23521 PASEO DE VALENCIA #200 23521 PASEO DE VALENCIA #200 LAGUNA HILLS CA 92653-3101 LAGUNA HILLS CA 92653-3101 DAYTIME (949)465-0181 (JOAN SLADEK) (949)465 -0181 (JOAN SLADEK) TELEPHONE: 714 894-5569 JENNIFER 714 894-5569 JENNIFER (I/We) hereby certify that 1) (1 am/We are) the record owner(s) of all parcels proposed for adjustment by this application : 2) (IIWe) have knowledge of and consent to the filing of this application : and 3) The information submitted in connection with this application is true and correct: PARCEL A PARCEL 2 Si na e Si a e me TEPHEN J. MULLER * Name: S P N J. MULLER Signature Signature Name: Name: * Managing member * Managing member G •1Forms\Planning\LLA Description : Orange ,CA Document -Year .DocID 2006 .294224 Page: 2 of 11 Order : 2409626 Comment: CITY OF HUNTINGTON BEACH LOT LINE ADJUSTMENT No.05-12 STATE OF CALIFORNIA COUNTY OF ORANGE ON THIS (0'1 DAY OF L_ 200 BEFORE ME, A NOTA Y PUBLIC I AND FOR SAID STATE, P RSQNALLY APPEARED1 PERSONALLY KNOWN TO ME OR PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSON(S) WHOSE NAME(S) IS/ARE SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE/SHEI THEY EXECUTED THE SAME IN HIS/HER/THEIR AUTHORIZED CAPACTITIES, AND THAT BY HIS/HER/THEIR SIGNATURE(S) ON THE INSTRUMENT THE PERSON(S), OR THE ENTITY UPON BEHALF OF WHICH THE PERSON (S) ACTED , EXECUTED THE INSTRUMENT. WITNESS MY HAND: MY COMMISSION EXPIRES: 3/3 b r NO A Y PUBLIC IN AND FOR SA TATE. 6LA -bc/= PRINT NAME STATE OF CALIFORNIA SS COUNTY OF ORANGE DI ON THIS 6_DAY OF A NOTARY PUBLIC IN AND F SAI MY P PgLCPLACE OF BUSINESS IS IN f.•Il U TY JOAN SLADEK COMM. # 1476625 CannE Mrdi31.2X 200 BEFORE ME, $R v T TE, ('ERO YAPPEARED /PERSONALLY KNOWN TO ME OR PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSON (S) WHOSE NAME(S) IS/ARE SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE/SHE/THEY EXECUTED THE SAME IN HIS/HER/THEIR AUTHORIZED CAPACTITIES, AND THAT BY HISIHER/THEIR SIGNATURE (S) ON THE INSTRUMENT THE PERSON (S), OR THE ENTITY UPON BEHALF OF WHICH THE PERSON(S) ACTED, EXECUTED THE INSTRUMENT. WITNESS MY HAND: NO Y PUBLIC IN AND FOR S ID TATE. PRINT NAME MY COMMISSION EXPIRES:-3A/ byF MY PRINCIPAL PLACE OF BUSINESS IS IN 06 COUNTY. JOAN SLADEK COMM. # 1476625 OOPAN( COUPWTY "fC +.E Mrd jl,2u Description : Orange ,CA Document -Year .DoclD 2006 .294224 Page: 3 of 11 Order : 2409626 Comment: 0 CITY OF HUNTINGTON BEACH LOT LINE ADJUSTMENT No.05-12 PREPARER: CONTACT PERSON : STEPHEN HAYES ADDRESS: HAYES SURVEYING 12 SEMBRADO RANCHO SANTA MARGARITA CA 92688 DAYTIME TELEPHONE NO: 949 459-8989 This document consisting of CA pages was prepared by me or under my direction. 4 71b& STEPHEN L. HA L . 133 MY LICENSE EXPIRES : JUNE 30 2007 COUNTY: Examined an proved as to survey content only for Raymond athe, County Surveyor R and L. Mathe, L.S. 6185 unty Surveyor y License Expires: 3/31108 Dated this 1 day of A CITY ENGINEER: STEPHEN HAYES L.S. 5133 EXPIRES 6.30-07 Op CAL NDSU L yf09 LS-6185 r p(p.3.31-08 1141-eOFCOOP This Lot Line Adjustment Ap II tion has been examined and approved by the City of Huntingto Beach. -rl- 6 David A. Webb, City ng R.C.E. 47961 Date My Registration Expires: 12-31-07 PLANNING DEPARTMENT: Examined and approved -to Planning Conformance by the City of Huntington Beach Plann g Department. ( ate Description : Orange ,CA Document -Year .DocID 2006.294224 Page: 4 of 11 Order : 2409626 Comment: CITY OF HUNTINGTON BEACH LOT LINE ADJUSTMENT No. 05 -12 LEGAL DESCRIPTION EXHIBIT "A" Existing Parcels Proposed Parcels Owners: AP Numbers : Reference Number: MULLROCK 1-BEACH POINTE, LLC 142-342-12 PARCEL A MULLROCK 1-BEACH POINTE, LLC 142-342-12 PARCEL 2 A PROJECT IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, CONSISTING OF A LOT LINE ADJUSTMENT OF PARCELS "A" AND 2 OF PARCEL MAP 2003-240 AS SHOWN ON A MAP FILED IN BOOK 344, PAGES 18 THROUGH 20, INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. AS MORE PARTICULARLY SHOWN ON EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE APART HEREOF. NOTE: THERE MAY BE EASEMENTS OF RECORD DELINEATED AND REFERENCE ON THE UNDERLYING MAPS OR THERE MAY BE OTHER RECORDED EASEMENTS WITHIN THE AREA ADJUSTED THAT ARE NOT SHOWN ON THIS DOCUMENT THAT COULD ENCUMBER SAID PARCELS HEREIN. THIS DESCRIPTION WAS PREPARED BY ME OR UNDER MY DIRECTION - low SQO1AND STEPHEN HA L. . 133 s ;PA STEPHEN HAVES * LS. 5193 EXPIRES "0-07 OF, C'M'vv& SHEET I OF I Description : Orange ,CA Document-Year .DoclD 2006 .294224 Page: 5 of 11 Order : 2409626 Comment: n • CITY OF HUNTINGTON BEACH LOT LINE ADJUSTMENT NO. 05- 12 EXHIBIT "B" MAP OWNERS EXISTING PARCELS AP NUMBERS MULLROCK 1-BEACH POINT LLC 142-342-12 MULLROCK 1-BEACH POINT, LLC 142-342-12 SHEET 1 OF 3 SCALE: 1" = 60' O t PROPOSED PARCELS REFERENCE NUMBER: PARCEL A PARCEL2 P C 0.154 AC. PARCEL A o2.491 AC. •O .L CZ) (N2 '59'50-E 0.530/AC. R LDIAA \ ,I,R ` PARCEL 2 `• L3 L28 L26 LOT 5 R.S.B. 105/49 .,oJ L29 L27 SEE DETAIL A SHEET 2 OF 3 STEPHEN tarvP HAVE L S. 5133 THIS MAP WAS PREPARED BY ME OR UNDER MY DIRECTION 471st STEPHEN L. EXPIRES 6-30-07 S. L.S. 5133 r of CPO,, SEE DETAIL BSHEET 2 OF 3 00NOTE: REFER TO PM. 2003-240 rn00344/18-20 FORPMB z...5-RECORD DIMENSIONS NOT SHOWN HEREON. (N00'25'18-E LOT 1144.03') R.S.B. 105/49 LEGEND PAACB NEW ADJUSTED PARCEL- * EXISTING LOT LINE TO REMAIN -- -- LOT LINE TO BE REMOVED ( ) PARCEL A PROPOSED PARCEL LINE INDICATES RECORD DATA PER PM 2003-240 P.M.B. 344/18-2 SEE SHEET 3 FOR LINE & CURVE TABLE J.N. 1052-05 Description : Orange ,CA Document -Year .DocID 2006 .294224 Page: 6 of 11 Order : 2409626 Comment: 0 CITY OF HUNTINGTON BEACH LOT LINE ADJUSTMENT NO. 05 - 12 EXHIBIT "B" MAP EXISTING PARCELS PROPOSED PARCELS OWNERS AP NUMBERS REFERENCE NUMBER: MULLROCK 1-BEACH POINT LLC 142-342-12 PARCEL A MULLROCK 1-BEACH POINT, LLC 142-342-12 PARCEL 2 SHEET 2 OF 3 N45'13'31"W L1 20.73' L5 L3 Cl L7 F L9 z t 0 F, r Q r', ^z DETAIL D NO SCALE L10 DETAIL CNO SCALE tit L30 L26 L28 L29 L27 DETAIL ANO SCALE "by I'x DETAIL B NO SCALE SEE SHEET 3 FOR LINE & CURVE TABLES J.N. 1052-05 Description: Orange,CA Document-Year .DocID 2006.294224 Page: 7 of 11 Order: 2409626 Comment: • I CITY OF HUNTINGTON BEACH LOT LINE ADJUSTMENT NO.05-12 EXHIBIT "B" MAP EXISTING PARCELS OWNERS AP NUMBERS MULLROCK 1-BEACH POINT LLC 142-342-12 MULLROCK 1-BEACH POINT, LLC 142-342-12 SHEET 3 OF 3 BEARING LEN TH L1 0 L7 L9 1 L11 N44'03 37 E 1.17 S45'56 23 E 7.67 N44'03 37 1.50 S45'56 23 E 0.56 N44'03 37 1.6 3 S44'03 37 W 4.83 6 4 ' 3 7 0. 6 3 S44'0 37 W 0.67 545'56 23 E 44.67 L14 3 0 S45'56 23 E 36.67 6 N45'56 23 W 0.67 S45'56 23 E 0.67 S44'03 37 W 5.33 L N45 '56 23 W 7.33 44'03 37 6.00 N 5' 2 6. 3 S4 03 37 W 0.67 N45'56 23 W 38.00 N '0337 E 067 N00'56 23 W 31.25 S89'03 37 W 0.67 N00'56 23 W 37.33 L29 8 0 3 E 0 67 L30 00'56 3 3 2 PROPOSED PARCELS REFERENCE NUMBER- PARCEL A PARCEL 2 R DATA TABL COURSE T R S G Cl 27'3125 60.58 29.10 J.N. 1052-05 Description : Orange ,CA Doctmzent-Year .DoclD 2006 .294224 Page: 8 of 11 Order : 2409626 Comment: 11 •S CITY OF HUNTINGTON BEACH LOT LINE ADJUSTMENT NO. 05 - 12 EXHIBIT "C" SITE PLAN OWNERS EXISTING PARCELS PROPOSED PARCELS AP NUMBERS REFERENCE NUMBER: MULLROCK 1-BEACH POINT LLC 142-342-12 PARCEL A MULLROCK 1-BEACH POINT LLC 142-342-12 PARCEL 2 SHEET I OF 2 e SCALE: 1'150' 1cs' O o io sv, p //• 0Pt*•b PARCEL I •• 1 O D PAACE3. A 0 0 ;Nye. {`P ow .q I' ' y)Pfr PARCEL A __ +d°°-R -------------------- N1.1 0 . / 4- \ PARCEL 2,1 (RAD) gs *2 NOTE. P)REFER TO PM. 2003-240 P0 A P.M.B. 344/18-20 FOR RECORD DIMENSIONS NOT SHOWN HEREON. // '9 !\ ``'I 1 I 144.03'-- t l4 C a to 12991NOO'4&26'E LEWD Pu.. ',{54 P Ip LANDaSD `STEPHEN HAVE L.S. 5133 EXPIRES 6-30-07 FOP THIS MAP WAS PREPARED BY ME OR UNDER MY DIRECTION NEW ADJUSTED PARCEL EXISTING LOT LINE TOREMAIN /IA zr-%41-710& LOT LINE TO BE REMOVED PROPOSED PARCEL LINE STEPH H S, L.S. 5133 J.N. 1052-05 ,An?/ `\ I`} W N Mf W /,/.1;0o-12 PARCEL 3 + i<a ad Description : Orange ,CA Document -Year .DocZD 2006 .294224 Page: 9 of 11 Order : 2409626 Comment: 11 EXISTING PARCELS PROPOSED PARCELS OWNERS AP NUMBERS REFERENCE NUMBER. MULLROCK 1-BEACH POINT LLC 142-342-12 PARCEL A MULLROCK 1-BEACH POINT, LLC 142-342-12 PARCEL 2 SHEET 2 OF 2 SITE PLAN C R.S.B f 5/49 L 00'25'18"E -- `144.03'- WATER EASEMENT PER P.M. 2 03-240P M.B. 344/18-20 LOT 1 R.S.B. 105/49 P J.N. 1052-05 BEARING LENGTH N00'27 44 E 23.51 N89'3216 W 46.00 8 N89'3216 W 5.60 N00'2 44 E 82.10 N89'34 42 W 15.87 N '03 51 W 42. 6 N44'37 7 E 3.38 N44737 57 E 146.56 P • UOOq. j + u b, A. I 'O 1 • CITY OF HUNTINGTON BEACH LOT LINE ADJUSTMENT NO. 05 - 12 EXHIBIT "C" yti• Doh 0.154 AC. PARCEL A b 2.491 AC. P .5 C. 030 )A 2 /3 SCALE: 1"=60' 00 COURSE CURVE DA A ABLE w D L DI zCl61'03 22 45.00 47.95 C2 80'0512 45.00 62.90 LOT \L J 1 ts-\p\\, 1 1. 4O °?ir PARCEL 1 Description : Orange ,CA Docimtent-year .DOCID 2006 .294224 Page : 10 of 11 Order : 2409626 Comment: GOVERNMENT CODE 27361.7 I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEALS ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READ AS FOLLOWS: NAME OF NOTARY: S DATE COMMISSION EXPIRES- COUNTY WHERE BOND IS FILED: COMMISSION NUMBER: MANUFACTURER/ VENDOR NUMBER: I CERTIFY UNDER PENALTY OF PERJURY THAT THE ILLEGIBLE PORTION OF THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOWS: PLACE OF EXECUTION: SANTA ANA DATED: SIGNATURE: First American Title Description : Orange ,CA Document -Year .DocrD 2006 .294224 Page : 11 of 11 Order : 2409626 Comment: A L, T, `0 1 V.- ed,907 s `.9,4 10 ; t.1 1•' D E E D FOR A VALUABLE CONSIDERATION , receipt whereof being hereby ack- nowledged, the undersigned Q (a)(9DOROTHY THAYER PECK, CHARLES H. THATCHER and TITLE INSURANCE AND TRUST COMPANY, a California corporation , all as (and who join herein and are bound hereby only as) trustees of the trust under written declaration thereof 'by Carrie A. Peck dated December 18, 1936, and (b) DOROTHY T. PECK, a widow , in her individual capacity, all of the above named as grantors , hereby grant the real property hereinafter described (with exceptions and reservations therefrom and subject to ocher matters. as hereinafter provided ) in undivided interests , as follows , to wit: r(1) An undivided one-half (1/ interest in' said real property is so granted tOCEORGE E. TROTTER, JR . or-- and MAXINE MURDY TROTTER, husband and wife, as' their community property; and (2) An undivided one-half (1/2) interest in said real property is so granted to the ,now qualified and acting Trustees , to wit, MAXINE MURDY TROTTER, JOHN A . MURDY III and GEORGE E. TROTTER, JR., under that certain written declaration of trust executed by John A. Murdy, Jr. and Norma L. Murdy, as Trustors, under date of June 15, 1950, which ieparate half interests so granted , together constitute the entire interest in said property. The real property the subject hereof and so iranted in sucn separate half interests is described , and such exceptions and reser- vations therefrom are, as follows:-I PARCEL C "/ The west half of the northwest quartquarter Lot the soutneaCt quarter of bection 14 Township 5 Soutl Rartge,.ll^Llnci, in the Lancho ' o $a ca , city o Huntington Beach, county of Orange , state of California , as said section is shown on a map recorded in book 51, page 13 of Miscellaneous flaps, in the office of the county recorder of said county. 40 VALEPT that portion thereof included within ttte ri,,nt of wa% of the Southern Pacific Railroad Company; and further [Ii AM L It 6Q' VI Description: Orange ,CA Document - Book Page (Pre-1982) 4907 .394 Page: 1 of 3 Order : 2409626 Comment: ea4907 A4c395 EXCEPTING AND RESERVING therefrom in perpetuity (by and for the separate benefit as hereinafter stated, of said resppec- tive grantors , their heirs , successors and assigns, includ- ing remaindermen as to said trustees) and there is hereby expressly so excepted and reserved, (i) Separately by said trustees under said declara- tion of trust by Carrie A. Peck, an undivided 25% of the entire 1007., and (ii) % Separately by said Dorothy T. Peck in her individual capacity , the like undivided 25% of the en- tire 1007., (such excepted and reserved interests of all of said ggrantors aggregating one-half of the entire 100X interest) in and to and in ownership of all minerals , gas, oil, petroleum, naphtha, and other hydrocarbon substances in, under or that may be produced or recovered from that portion of said land below a depth of 500 feet from its surface, with and including in such exception and reservation , for the benefit of chose en- titled thereto , the right at any and all times to enter upon and into any and all parts of the portion of said land below such depth of 500 feet from its surface, for the purpose of exploring and drilling for, mining, developing , removing and extracting any and all such substances , by slant or directional drilling or other operations from ocher land, entering into and penetrating the land the subject hereof only below such depth of 500 feet from its surface ; but with (and there shall be) no right under such exception and reservation of entry upon or use of the surface , or subsurface to.a depth of.500 feet below the surface , of any part of the land the subject hereof and convey- ed hereby. SUBJECT , and said property is so granted and conveyed hereby subject to all of the following so far as affecting said property, to wit:- (i) Property taxes thereon for the fiscal year 1959-1960 and thereafter , with all amounts included therein or payable therewith; (ii) The inclusion thereof in any assessment dis- trict in which so included and co all non-delinquent assessments of such district , upon or affecting said land, including without limitation such inclusion in Orange County Water District and any such non-delinquent general fund and replenishment assessments levied by it; a 1 I (iii) The reservation for roads, railroads and ditches of rtrips of land 30 feet wide, along, adjoin- ing and each side of the township and section lines, and strips of land 15 feet wide, along, adjoining and each side of the quarter section lines in said section 14, and the reservation of the use and con- trol of cienegas and natural streams of water , if any, naturally upon, flowing across , into or by said tract and land , and the right of way for and to construct irrigation or drainage ditches, through said tract and land, to irrigate or drain adjacent land as re- served by Alfred Robinson , trustee , in deed recorded L21 Description : Orange ,CA Document - Book Page (Pre-1982 ) 4907 .394 Page: 2 of 3 Order : 2409626 Comment: -- 0 F a „ • _ r .. r 4907 'ir.396 March 12, 1887 in book 206 at page 73. of deeds, records of said Los Angeles County; (iv) An easement for road purposes as granted to the county of orange by deed recorded May 19 , 1908, in book 158 , at page 220 of deeds; and a waiver as con- tained in said last mentioned deed , in favor of said Orange County of claims for damagges to said land by reason of the location and establishment of such roads; (v) An easement for pole lines and incidental pur- poses as granted to Southern California Edison Company by deed recorded October 22, 1952, in book 2401 at page 305 of Official Records; (vi) An existing farm lease of said and other land to Charles L. Applebury and Charles L. Applebury, Jr. for a one year term ending November 14, 1959, (subject to possible extension until but not after December 30, 1959) but including in this conveyance the interest of the lessors under said lease so for and only so far as affecting the land conveyed hereby , with and including the right to all crop rentals accrued and accruing there- under for the full term thereof as to, but only as to and for, the land conveyed,hereby; and (vii) The effect of the next mentioned condemnation action (and the easements and rights heretofore or here- after to be taken thereunder by the plaintiff therein) so far but only so far as affecting the land conveyed hereby; which action is Civil No. 80662 by orange county Sanitation District No . 3 as plaintiff against James H. Bailey and others in the Superior Court of the state of California in and for the county of Orange ; provided, however , that the grantees hereunder shall be entitled to any award made in said condemnation action insofar, but only insofar as the same relates to and is for the taking or damaging of any portion of or right or interest In the land conveyed' hereby, and provided further, that said grantees shall account to the lessees under the lease mentioned in the next preceding subdivision (vi) for any part of such award as to the land conveyed 'here y. to which such lessees may be entitled under said lease. IN WITNESS WHEREOF, said grantors have executed this instrument and said corporate cotrustee hab caused its corporate name and seal to be affixed hereto and this instrument to be executed by its undersigned officers thereto duly authorized. DATED: September !'/ , 1959. Dorothy . cc , n v dually ero y Th er• ecK : r7 • 1 er es H. Phi tcner S E A L ) TITLE INS NC AND TRT COMPANY By --_is 5e . r ce pres:a'ent etarvi1 (31 la5 ttl l?Al I at, E Description : Orange ,CA Document - Book Page (Pre-1982 ) 4907 .394 Page: 3 of 3 Order : 2409626 Comment: . r . te CTERS L`4 874 :-st I/F-P•W.• W. of Huntington Beach Blvd .KI a>mm ' 3outheQ ' Sugar Avenue VII ORA 158 Dater 3-25-59 (Part) Written by: AT Sork 98Chocked by: JT Compared by: _t ' 1-19012 GRANT DEED (INDIVIDUAL) JODA SORB and MA!3EL SORB husband and wife, GRANT to the STATE OF CALIFORNI A a!1 th,j properly to the_. Ran cho La Bolas Chico qty Oran e state of Cah(or dtanbcd utstate oAL(or dettn ut ,i The alr 'o'f tjhe No hreet quarts of the Vquarter of7 Section 14, T. 5 S., R . 11 W., S .B.B. & K. E=PTINO therefrom that portion thereof described as follows: Beginning at,the northeast corner of said East half, said corner being on the center line of Sugar Avenue , 40.00 feet wide as shown on the records of said County; thence along the easterly line of said East half, S. 0' 161 26" W., 74 .33 feet;thence S. 80' 361 00" W., 325.17 feet; thence B. 48' 361 55" W.,47.90 feet; thence N. 41' 521 08' E., 104.82 feet to the south line of Said Sugar Avenue ; thence at right' angles to said south line B. 00' 271 20" B., 20.00 feet to the north line of said Bast half= thence Easterly along said north line to to point of beginning. ALSO EREPTINO therefrom all water, water rights, oil, oil rights, minerals, mineral rights, natural gas , natural gas rights, and other • UE 67AV Description : Orange ,CA Document - Book Page (Pre-1982 ) 4879 .19 Page: 1 of 4 Order : 2409626 Comment: x.4879 `20 i to said freeway. (As used herein . the term 'grantor' shall include the plural as weAl as the singular number and the masculine as well as the feminine hydrocarbons by whatsoever name known that may be within or under the parcel of land hereinabove described, together with the perpetual right of drilling, mining , exploring and operating therefor and removing the same from said land or any other land, including the right to whipstock or directionally drill and mine from lands other than those hereinabove described , oil or gas wells, tunnels and shafts into, through or across the subsurface of the land hereinabove described, and to bottom such whipatocked or directionally drilled wells , tunnels and shafts under and beneath or beyond the exterior limits thereof, and to redrill , retunnel , equip , maintain , repair , deepen and operate any such wells or mines , without, however, the right to drill, mine explore and operate through the surface or the upper 100 feet of the subsurface of the land hereinabove described or otherwise in such manner as to endanger the safety of any highway that may be constructed on said lands .t" i a a1 W "T f "5 AIL This conveyance is made for the purposes of freeway and th/6 grantor hereby releases and relinquishes to the grantee any and all abutter's rights of access , appurtenant to grantor 's remaining property, in and to said freeway over and across that certain course hereinabove described as "N. 48' 36' 55' W.", and the Northwesterly prolongation of said course to the northerly line of said Sugar Avenue as now established ; also releases and relinquishes any and all other abutter's rights other than access appurtenant to said remaining property in and gender as the case may be.) • Description : Orange ,CA Document - Book Page Order : 2409626 Comment: OIL } /9 tle N\ I • (Pre-1982 ) 4879 .19 Page: 2 of 4 y x,.4879 A: 21 --i'1,,1 r4i a --__ _•:_ rw ... iar...t in rs. 0i, if A'M OF CALQOR a ACKNOWkLDGMENT OF GRANTOR or .10 d.,r.r dwrd i 6.&.F d . M.M, Pal. a rr f...if C".h 1 ad..ndda ,1Lw.a d., n...I.....J M iww araa dr ,.e._/se.Md a/.A...w in ri.. i..u.r . l i.w ir...aa ..I ., bd wd . f..l q .jrM .,i I& J.r ad P. J. An .nwk.& *a d.w .WYa Y,.rr..i...gi.a Now, /.Wr in l top KN. .r Cddw.a ACKNOWLEDGMENT OF SUBSCRIBING WITNESS TTAT!OFCAUIOI ca....w Los An ales E6 a.... 3rd -Am 44 August lift -nine i•F, S m Clark .M.r., wY.r r r1 /w d ! crF irr ...rW dnr ~ Idf .r..+f ant"4 Stuart L. Hill A.... a .. On I. d. #..r .A.. .r A . A.." a iii .Mir a .n....I a . d ....4.8 ..was I&"$% Si., Adgr y r J.y ...•% /.mod ..i d/r do he w.go A. d. C -;, .t._ . I/.r of Cdgwrt dr`en rn••+_1 inn Joda Bork and Mabel Bork A. -.&, ir., r is r in d. i....aJ /.w.i1.J Ati and sir..r ...d as OW..ia h.F...ar w - } r...r.1v ..wtAiri.,d.40r,dradM aAb-ddf/....L-4iwi.J Msaw's ..A....tirra b.r..o.r.wetA..Ii...M arr,a.e.J--y 4JrJd.he ad / 1 K@#P7 P" AMP fWLo An ales t d U+of CA*wek% Description : Orange ,CA Document - Book Page (Pre-1982 ) 4879 .19 Page: 3 of 4 Order : 2409626 Comment: 1 I 1 879 ?+; 22 I RECORDED AT RLQItEST Oar ORANGE COUNTY TITLE CO. SEP 14 )'9;00'A M.. . 4879p+" 19 OFFICIAL RECORDS OF Q NG COUNTY , CALIFORNIA. COUNTY P.ECJRDEFS FKEE .. (CFITIP7CATE Of ACWTANC , GOVESiNha.NT OOO!. SEC. 27291) Tm, b To Catsr . Thd the S?.t. of C&Worr4 r'aer wh6 sctk,t by ad atro.jb l be Drbuhert of JoRk Ir4r.&V w-of H10- r. 6-by --ph for ,sblte 1.rfb,1 the and rofertr, r t.SNrd thmhr. mrw7d br thr wahoAw ..d .past, a thr reroe%Um sM.i'!. Ir, V,rr.t Ti .o..1 /.w 6rrr..b we ry *.d. sL,25th t..•Aug" I ROOM B. ERAWU D BY 1, 'ACK MELON.1 V., AI.i..,t A.,r.rrb alr.rr..t AdS, , } Description : Orange ,CA Document - Book Page (Pre-1982 ) 4879 .19 Page: 4 of 4 Order : 2409626 Comment: n,.. a.ra9nar _,t'.._..--_ V p 9e' do hereby. AS JOINT TENANTS, • ' , County of Orange, The'South Half of the northeast quarter of the Southeast quarter of Section ifs, -ownship 5 South, nange 11 Neat, S. B. Be 6 Me is surface and the subsurface of said land for the purpose of prospecting for, developing and producing 'said substances, and further reserving one-half of any bona or rental paid by a lessee on account of any such oil, gas, mineral or hydrocarbon lease covering said property. rights and 'rights of way of record. Community Oil and Gas 403e dated May 25, 1953,and-recorded! 0 3utjeet tot Covenants, conditions,-reservations, restrictions, easements, . % p1.ACE INTERNAL REVENUE STAMPS IN THIS SPACE S 1252 J :,Tenancy Grant Deedoint Afii: 1. R. S. I ..... L J-0 ......__...Order No........ •......_.... '6 . FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,' RAIBIGH CLANPON AND GRACE It. _'i.etNTON, husband and wife. rGRANT to the rei) pre pen,' ire the State or C*Sfornis. described as; SAM KIYOHIDE AIHARA AND FUIII AIHARA, husband and wife Excepting therefrom the South 262.6 feet of the Eaet 2w feet. 15 years; or upon death of the last survivor of sellers, whichever event first occurs. Also reserving t ho right of entry upon the a Said property is shown on a Licensed Surveyor's Map filed in Book'16, pago 42 of Record of Surveys in the office of the County, Recorder of .Orange County, California Stil.era rese .and except 1/2 interest in all mineral, ooil,, gas and hydrocazabon•substencea, in, under or on the property for a period of August 1st, 1955 in Book .158, page IOQ, Officlal,Reeords. / known to me to be the persona . wbo.e narne_B_te Subscribed to the within instrument and aeknowedgted that-Lhtj !___executed the Soma WITNESS ny band and ef5cial seal C; jj;Zj7jZ;j_y;2= 4f Coutrnpion Fs rT eau owatl ..e case. When Recorded Mail to Sam Kiyohide •Aihara .r . __. ..125003q. )Uguolia. SECtirslrr,ve , Oblit. paw;Ibcetaber 23, 1955 STATE OF CALIFORNIA COUNTY OF ORANGE J ss. On__DWeember 23 1955 before mt, the undersigned , a Notary Public in and for staid County and State , personally appeared Raleigh Clanton and ptp'n -Grace y•cLa sPACS asLOw FOR RSCORDrR'a Vas ONLY REOCIRI)ED AT REQUEST OF ttw7ari CO. TTR,P ca JAN b 1966 9i1(IA,Ii4 OFFICUL RECORDS 0'33 CounbrCalifornia MbAy Recorder - • 1. Description : Orange,CA Document - Book Page (Pre-1982) 3341 .329 Page: 1 of 1- Order : 2409626 Comment:,t a I A ).: 0 'I SOM3518 P45-90 7-14-60 -ointmcr ou«Rou s aictronWritten by: JT 20427 1 Chenked byt Std VII ORA 158 CCompared bytcari o•100 - Aihara QUITCLAIM DEED (INDIVIDUAL) who acquired titles, ?GRACE M. CLANTON,We . RALEIGH CLANTON and GRACE MARION CLANTON ubb nd and wife fcmia sad quhtdgm to the STATE OF CALO'O a 1 ri ht title and interest in and to that avow cat p+apmy in t6-. Coaaty of Orange y MY_ Sate of C,I fmala, dreabad{ f The South half of the Nort east quarter of the Southeaet Quarter of Section 14, T. 5 3., R. 11 W., B.B.B. r! M., as shown on a Licensed Surveyor 's Map filed in Book 16, page 42 of Record of Surveys in the office of the County Recorder of said County. EXCEPTING therefrom the Southerly 262.60 feat of the Easterly 200 feet of said South half./. ALSO EXCEPTING therefrom all oil, oil rights, minerals , mineral rights , natural gas , natural gas rights , and other hydrocarbons by whatsoever name known that may be within or under the parcel of land hereinabove described, together with the perpetual right of drilling, I mining , exploring and operating therefor and removing the same from said land or any other land, including the right to whipstock or directionally y.. -Book Page (Pre-1982) 5518.590 Page: 1 of 4 Description: Orange,CA Doc ument: Order: 2409626 Comment: •a• sL-IV 11 M 8 eoacSSi8 Gr59i N drill and mine from lends other than those hereinabove described, all O or gas wells , tunnr.le and shafts into, through or across the subsurface of the land hereinabove described , and to bottom such whipatocked or directionally drilled wells , tunnels and shafts under and beneath or beyond the exterior limits thereof, and to redrill , retunnel , equip, maintain, repair , deepen and operate any such wells or mines , without, however, the right to drill , mine , explore and operate through the surface or the upper 100 feet of the subsurface of the land hereinabove described or otherwise in such manner as to endanger the safety of any highway that may be constructed on said lends. .4.. . . . ...-t t •.r '• Pf". %' V. J 7 Description : Orange,CA Document - Book Page (Pre-1982 ) 5518 .590 Page: 2 of 4 Order : 2409626 Continent: 1 j p `'eooxi PAGE592_ Skpid and d.Lrmd In l6 vrut+pof tTATI OF CALIPOINtA, Co.r.nr m on lk 29th dy at Se tember 1 i r, rir yw w IM..d dr 1. iNd cci si ty NMwy l.iim i. .d 1.. ..d C..y ..l IMN . ndliq ri.rd. Ids w..rr.d I' I. ri.rwll...so i .Wf."MOIL-lowt" b..iWSW wM.MMd N Si. qMw rrr.w.+. ..I the y aAccciN ,i Y r Ii.J .tic. ,,, hi Ii. r.... I. trn .>a. V.w..m. I i.w Mn..+. ca..y iwd .d 45•4 y .'kid ..d the i s ..I y w i fib ..,*I, /.d ii....".. I 1. 3 • rp rdlw..l..9BI . . t• u . AWCNOWLZDOMtNT OF GRANTOR _ t 1 1 J _kT Sxt•.. ` r;Cfl rl DpR/AN ro r„ t a . ry IV y r•. i -I r - F ' ? 1 ACgiawLiDOMtNT 01 /ua /CRIOtpO WITM980 ItTATn OF CilitOIN *. our ;./ Cou.rr m w...tuv rm . xwy hili . r, w/ J.. r.f1 C...y .l SW., ..dlt q riww .. Idy 00.4rbd lulu. 00 w M i. /iw p, .i....wi r ..M HN4 S. ii...rii. l.. r.wn.....A .. #6q .riv . SM.q, .4.. MW ti .. Ids.w.. rI ..Ill iitr 5. "di" to ti p Cw+y ./ 1.r: ... .. .. INI, i Cdf.•i•i Meal iw .. M be S. M !i. M•..- dn*ird r. ..d .i* nw.sN rit call .1L. I.i...nl .. p..I -•1in.b, '5.i .....N ti...ri U.S Jr. u s.A.,, IS.. did i!w. . I Si. 0q-, 1.j cad pr..-..hmtd it .ww a ..Is w.. iiw.ro. t'ir 7wvs . Vi.a.m . t i... M.....i ....s i.d ..d il.d .y .A.I.i .d IM M .d sr.. I. rW nclu ,.r. /nl low wul. .IK irla....11 NiI 1NC N.t 1. W O../ flll... d i Description : Orange ,CA Document - Book Page (Pre-1982 ) 5518 .590 Page: 3 of 4 Order : 2409626 Comment: 1 . tl . _ .._ . _ _ - _..:. •21:,121- w_ to,., _035 .18'64393 :1 ••+f i il bi L .,n nt .. n ts r to-Sr e60316 pME590 a CO Offo AT neev ::.r o• ORANGE Gou 1 rY .ITLa - J. IN OFPICIAL nCCO OA`v ORANGE COUNrY. C 0 AY NOV22 1960 RUBY MtFARLAND.County Raordrt •4 •1tJ 't.` srr.tt •ir • .° .) a,. Ly o/In 7-nrca Wracuos , I bow &T"410 t wy bow . the, tbu iwordeHos tbrrro/. November 03rda Recording AIqueeted by DIVISION OF M CKWAYS Raaorded A•nt1 to Tii 01: C.1:IIi•0:i11iA stoN OF 1tici514Y3 Tot'ri::a1. Fnnex :; Moe 04, California ,...vf- n tl.: •..nil :,•-•• ..1 : a •. eH.. t .t- 1 :_.., . ••••.•ly (CERTIFICATE OP ACCEPTANCE, GOVERNMENT CODE, SECTION 27211) Tuw U To Cssrvr. This the •SIIto o/ CrJt/or+er, a1nl by ad tbrorrb the D.p.2e..J of PobfJc Word, Dt dd- o/ HJjbwryl, hereby-opts for p.Mlo porpour the rout propeey de117tb,d Sc the wuhm gsioldo u// oucuulr is n•..:.. .. - - . I,.4 ., t....,an ..t',. t4. • .,r, .. .. I.. •.:•....•••II •,.• .... ... yytl.w/..•...... ,. , ... t .a_.,•.......K t.., ... I... •.ROBERT B .a..f'C•4•i.f...a•w11-•. sI.t.. .nt•:r•S:..r-.1. , -I t•... .r..t ...w Rw1a tr.r ,t ;, n. •,..I l.a..,eR/W D D d IdtY Jug Description: Orange ,CA Document - Book Page (Pre-1982) 5518 .590 Page: 4 of 4 Order : 2409626 Comment: TNS MAP WAS PREPARED FOR ORANGE CORMTYASSESSOR OEPT. PURPOSES OILY. THE ASSES-GUARANTEE ASTO ACCURACYMAKESNNOR ICS ANY l1AWJT FFORROT1ERnUSEL MOT,oFO- RfPRODOOED. ALL RIG0 30 RYFICCO ORT ORANGE COUNTY Atna N. 1/2, SE. 1/4, SEC.14, T 5S, R. //W. s9m MARCH /966 t 27 05 MCFADDEN 3 PM/9--,t- PAR / • IO ` .AR4 4es• AR2 R3 34I 14 4 'S /l2 AC I6 I. o7AG J 320 R S /05-49 PM BI-/2 F a L 17 J'r 41 a;aAC 342 18 P.M /44-3/2.//AC u 19 2 b1 1. ..s., It 11 CENTER AVENGE PAR / 12 3.700 AC 07 TR. NO 5/94 M. M, 2/9-24, 25 PARCEL MAP P. M. 8/-/2. /44-31,/79-07 8 NOTE - ASSESSOR'S BLOCK a PARCEL NUMBERS SHOWN IN CIRCLES 06 142-34 AVENUE 6 4 R. GT S S NO. 5M 10 '-E. //4 CPR. SEC.14-5-/1. N ASSESSOR'SIMAP BOOK142 PAGE 34 COUNTY OF ORANGE Q