Exhibit 99.4
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BEHRINGER HARVARD DOWNTOWN PLAZA LP, as Borrower
(Borrower)
to
MORTGAGE ELECTRONIC REGISTRATION SYSTEMS, INC., as nominee of Lender
(Lender)
ASSIGNMENT OF LEASES AND RENTS
Dated: As of June 14, 2005
MERS MIN: 8000101-0000001429-9
PREPARED BY AND UPON
RECORDATION RETURN TO:
Xxxxxx Xxxx & Xxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxx, Esq.
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ASSIGNMENT OF LEASES AND RENTS
THIS ASSIGNMENT OF LEASES AND RENTS (this "ASSIGNMENT") made as of the
14th day of June, 2005, by BEHRINGER HARVARD DOWNTOWN PLAZA LP, a Delaware
limited partnership, as assignor, having its principal place of business c/o
Behringer Harvard Funds, 00000 Xxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000
("BORROWER") to MORTGAGE ELECTRONIC REGISTRATION SYSTEMS, INC., a Delaware
corporation, having an address at 0000 Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxx,
Xxxxxxxx 00000 ("MERS") as nominee of BEAR XXXXXXX COMMERCIAL MORTGAGE, INC., a
New York corporation, as assignee, having an address at 000 Xxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 ("LENDER").
W I T N E S S E T H:
WHEREAS, this Assignment is given in connection with a loan in the
principal sum of Twelve Million Six Hundred Fifty Thousand and No/100 Dollars
($12,650,000.00) (the "LOAN") made by Lender to Borrower pursuant to that
certain Loan Agreement, dated as of the date hereof (as the same may hereafter
be amended, restated, replaced, supplemented, renewed, extended or otherwise
modified from time to time, the "LOAN Agreement") and evidenced by that certain
Promissory Note, dated the date hereof, given by Borrower to Lender (as the same
may hereafter be amended, restated, replaced, supplemented, renewed, extended or
otherwise modified from time to time, the "NOTE");
WHEREAS, Borrower desires to secure the payment of the Debt (as defined
in the Loan Agreement) and the performance of all of its obligations under the
Note, the Loan Agreement and the other Loan Documents; and
WHEREAS, this Assignment is given pursuant to the Loan Agreement, and
payment, fulfillment, and performance by Borrower of its obligations thereunder
and under the other Loan Documents is secured hereby, and each and every term
and provision of the Loan Agreement and the Note, including the rights,
remedies, obligations, covenants, conditions, agreements, indemnities,
representations and warranties therein, are hereby incorporated by reference
herein as though set forth in full and shall be considered a part of this
Assignment.
NOW THEREFORE, in consideration of the making of the Loan by Lender and
the covenants, agreements, representations and warranties set forth in this
Assignment:
ARTICLE 1 - ASSIGNMENT
Section 1.1 PROPERTY ASSIGNED. Borrower hereby absolutely and
unconditionally assigns and grants to MERS, as nominee of Lender, the following
property, rights, interests and estates, now owned, or hereafter acquired by
Borrower:
(a) LEASES. All leases, subleases or subsubleases, lettings,
licenses, concessions or other agreements made a part thereof (whether written
or oral and whether now or hereafter in effect), pursuant to which any Person is
granted a possessory interest in, or a right to use or occupy, all or any
portion of any space in that certain lot or piece of land, more particularly
described in Exhibit A annexed hereto and made a part hereof, together with the
buildings, structures, fixtures, additions, enlargements, extensions,
modifications, repairs, replacements and improvements now or hereafter located
thereon (collectively, the "PROPERTY") and every modification, amendment or
other agreement relating to such leases, subleases, subsubleases, or other
agreements entered into in connection with such leases, subleases, subsubleases,
or other agreements and every guarantee of the performance and observance of the
covenants, conditions and agreements to be performed and observed by the other
party thereto, and the right, title and interest of Borrower, its successors and
assigns, therein and thereunder.
(b) OTHER LEASES AND AGREEMENTS. All other leases and other
agreements, whether or not in writing, providing for the use, enjoyment or
occupancy of the Property or any portion thereof now or hereafter made, whether
made before or after the filing by or against Borrower of any petition for
relief under the Bankruptcy Code together with any extension, renewal or
replacement of the same. This Assignment of other present and future leases and
present and future agreements being effective without further or supplemental
assignment. The "leases" described in Subsection 1.1(a) and the leases and other
agreements described in this Subsection 1.1(b) are collectively referred to as
the "LEASES."
(c) RENTS. All rents, rent equivalents, income, receivables,
revenues, receipts, insurance proceeds, deposits and profits arising from the
Leases and renewals thereof together with all rents, rent equivalents, income,
fees, receivables, accounts, profits (including, but not limited to, all oil and
gas or other mineral royalties and bonuses), charges for services rendered and
any and all payment and consideration of whatever form or nature received by
Borrower or its agents or employees from any and all sources relating to the
use, enjoyment and occupancy of the Property whether paid or accruing before or
after the filing by or against Borrower of any petition for relief under the
Bankruptcy Code (collectively, the "RENTS").
(d) BANKRUPTCY CLAIMS. All of Borrower's claims and rights (the
"BANKRUPTCY CLAIMS") to the payment of damages arising from any rejection by a
lessee of any Lease under the Bankruptcy Code.
(e) LEASE GUARANTIES. All of Borrower's right, title and interest in
and claims under any and all lease guaranties, letters of credit and any other
credit support (individually, a "LEASE GUARANTY," collectively, the "LEASE
GUARANTIES") given by any guarantor in connection with any of the Leases or
leasing commissions (individually, a "LEASE GUARANTOR," collectively, the "LEASE
GUARANTORS") to Borrower.
(f) PROCEEDS. All proceeds from the sale or other disposition of the
Leases, the Rents, the Lease Guaranties and the Bankruptcy Claims.
(g) OTHER. All rights, powers, privileges, options and other
benefits of Borrower as lessor under the Leases and beneficiary under the Lease
Guaranties, including without limitation the immediate and continuing right to
make claim for, receive and collect all Rents payable or receivable under the
Leases and all sums payable under the Lease Guaranties or pursuant thereto (and
to apply the same to the payment of the Debt or the Other Obligations), and to
do all other things which Borrower or any lessor is or may become entitled to do
under the Leases or the Lease Guaranties.
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(h) ENTRY. The right, at Lender's option, upon revocation of the
license granted herein, to enter upon the Property in person, by agent or by
court-appointed receiver, to collect the Rents.
(i) POWER OF ATTORNEY. Borrower's irrevocable power of attorney,
coupled with an interest, to take any and all of the actions set forth in
Section 3.1 of this Assignment and any or all other actions designated by Lender
for the proper management and preservation of the Property.
(j) OTHER RIGHTS AND AGREEMENTS. Any and all other rights of
Borrower in and to the items set forth in subsections (a) through (i) above, and
all amendments, modifications, replacements, renewals and substitutions thereof.
ARTICLE 2 - TERMS OF ASSIGNMENT
Section 2.1 PRESENT ASSIGNMENT AND LICENSE BACK. It is intended by
Borrower that this Assignment constitute a present, absolute assignment of the
Leases, Rents, Lease Guaranties and Bankruptcy Claims, and not an assignment for
additional security only. Nevertheless, subject to the terms of this Section 2.1
and the Cash Management Agreement, Lender grants to Borrower a revocable license
to collect, receive, use and enjoy the Rents and other sums due under the Lease
Guaranties and Borrower shall hold such Rents and all sums received pursuant to
any Lease Guaranty, or a portion thereof sufficient to discharge all current
sums due on the Debt, in trust for the benefit of Lender for use in the payment
of such sums.
Section 2.2 NOTICE TO LESSEES. Borrower hereby authorizes and directs
the lessees named in the Leases or any other future lessees or occupants of the
Property and all Lease Guarantors to pay over to Lender or to such other party
as Lender directs all Rents and all sums due under any Lease Guaranties upon
receipt from Lender of written notice to the effect that Lender is then the
holder of this Assignment and that an Event of Default (as defined in the Loan
Agreement) exists, and to continue so to do until otherwise notified by Lender.
Section 2.3 INCORPORATION BY REFERENCE. All representations,
warranties, covenants, conditions and agreements contained in the Loan Agreement
and the other Loan Documents as same may be modified, renewed, substituted or
extended are hereby made a part of this Assignment to the same extent and with
the same force as if fully set forth herein.
Section 2.4 GRANTS TO MERS. This Assignment and the grants,
assignments and transfers made to MERS in this Assignment shall insure to MERS
solely in its capacity as Lender's nominee.
ARTICLE 3 - REMEDIES
Section 3.1 REMEDIES OF LENDER. Upon or at any time after the
occurrence of an Event of Default, the license granted to Borrower in Section
2.1 of this Assignment shall automatically be revoked, and Lender shall
immediately be entitled to possession of all Rents and sums due under any Lease
Guaranties, whether or not Lender enters upon or takes control of the Property.
In addition, Lender may, at its option, without waiving such Event of Default,
without regard to the adequacy of the security for the Debt, either in person or
by agent, nominee
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or attorney, with or without bringing any action or proceeding, or by a receiver
appointed by a court, dispossess Borrower and its agents and servants from the
Property, without liability for trespass, damages or otherwise and exclude
Borrower and its agents or servants wholly therefrom, and take possession of the
Property and all books, records and accounts relating thereto and have, hold,
manage, lease and operate the Property on such terms and for such period of time
as Lender may deem proper and either with or without taking possession of the
Property in its own name, demand, xxx for or otherwise collect and receive all
Rents and sums due under all Lease Guaranties, including those past due and
unpaid with full power to make from time to time all alterations, renovations,
repairs or replacements thereto or thereof as Lender may deem proper and may
apply the Rents and sums received pursuant to any Lease Guaranties to the
payment of the following in such order and proportion as Lender in its sole
discretion may determine, any law, custom or use to the contrary
notwithstanding: (a) all expenses of managing and securing the Property,
including, without being limited thereto, the salaries, fees and wages of a
managing agent and such other employees or agents as Lender may deem necessary
or desirable and all expenses of operating and maintaining the Property,
including, without being limited thereto, all taxes, charges, claims,
assessments, water charges, sewer rents and any other liens, and premiums for
all insurance which Lender may deem necessary or desirable, and the cost of all
alterations, renovations, repairs or replacements, and all expenses incident to
taking and retaining possession of the Property; and (b) the Debt, together with
all costs and reasonable attorneys' fees. In addition, upon the occurrence of an
Event of Default, Lender, at its option, may (1) complete any construction on
the Property in such manner and form as Lender deems advisable, (2) exercise all
rights and powers of Borrower, including, without limitation, the right to
negotiate, execute, cancel, enforce or modify any Leases, obtain and evict
tenants, and demand, xxx for, collect and receive all Rents from the Property
and all sums due under any Lease Guaranties, (3) require Borrower to pay monthly
in advance to Lender, or any receiver appointed to collect the Rents, the fair
and reasonable rental value for the use and occupancy of such part of the
Property as may be in possession of Borrower or (4) require Borrower to vacate
and surrender possession of the Property to Lender or to such receiver and, in
default thereof, Borrower may be evicted by summary proceedings or otherwise.
Section 3.2 OTHER REMEDIES. Nothing contained in this Assignment and
no act done or omitted by Lender pursuant to the power and rights granted to
Lender hereunder shall be deemed to be a waiver by Lender of its rights and
remedies under the Loan Agreement, the Note, or the other Loan Documents and
this Assignment is made and accepted without prejudice to any of the rights and
remedies possessed by Lender under the terms thereof. The right of Lender to
collect the Debt and to enforce any other security therefor held by it may be
exercised by Lender either prior to, simultaneously with, or subsequent to any
action taken by it hereunder. Borrower hereby absolutely, unconditionally and
irrevocably waives any and all rights to assert any setoff, counterclaim or
crossclaim of any nature whatsoever with respect to the obligations of Borrower
under this Assignment, the Loan Agreement, the Note, the other Loan Documents or
otherwise with respect to the Loan in any action or proceeding brought by Lender
to collect same, or any portion thereof, or to enforce and realize upon the lien
and security interest created by this Assignment, the Loan Agreement, the Note,
or any of the other Loan Documents (provided, however, that the foregoing shall
not be deemed a waiver of Borrower's right to assert any compulsory counterclaim
if such counterclaim is compelled under local law or rule of procedure, nor
shall the foregoing be deemed a waiver of Borrower's right to assert any claim
which would
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constitute a defense, setoff, counterclaim or crossclaim of any nature
whatsoever against Lender in any separate action or proceeding).
Section 3.3 OTHER SECURITY. Lender may take or release other security
for the payment of the Debt, may release any party primarily or secondarily
liable therefor and may apply any other security held by it to the reduction or
satisfaction of the Debt without prejudice to any of its rights under this
Assignment.
Section 3.4 NON-WAIVER. The exercise by Lender of the option granted
it in Section 3.1 of this Assignment and the collection of the Rents and sums
due under the Lease Guaranties and the application thereof as herein provided
shall not be considered a waiver of any default by Borrower under the Note, the
Loan Agreement, the Leases, this Assignment or the other Loan Documents. The
failure of Lender to insist upon strict performance of any term hereof shall not
be deemed to be a waiver of any term of this Assignment. Borrower shall not be
relieved of Borrower's obligations hereunder by reason of (a) the failure of
Lender to comply with any request of Borrower or any other party to take any
action to enforce any of the provisions hereof or of the Loan Agreement, the
Note or the other Loan Documents, (b) the release regardless of consideration,
of the whole or any part of the Property, or (c) any agreement or stipulation by
Lender extending the time of payment or otherwise modifying or supplementing the
terms of this Assignment, the Loan Agreement, the Note, or the other Loan
Documents. Lender may resort for the payment of the Debt to any other security
held by Lender in such order and manner as Lender, in its discretion, may elect.
Lender may take any action to recover the Debt, or any portion thereof, or to
enforce any covenant hereof without prejudice to the right of Lender thereafter
to enforce its rights under this Assignment. The rights of Lender under this
Assignment shall be separate, distinct and cumulative and none shall be given
effect to the exclusion of the others. No act of Lender shall be construed as an
election to proceed under any one provision herein to the exclusion of any other
provision.
Section 3.5 BANKRUPTCY. (a) Upon or at any time after the occurrence
of an Event of Default, Lender shall have the right to proceed in its own name
or in the name of Borrower in respect of any claim, suit, action or proceeding
relating to the rejection of any Lease, including, without limitation, the right
to file and prosecute, to the exclusion of Borrower, any proofs of claim,
complaints, motions, applications, notices and other documents, in any case in
respect of the lessee under such Lease under the Bankruptcy Code.
(b) If there shall be filed by or against Borrower a petition under
the Bankruptcy Code, and Borrower, as lessor under any Lease, shall determine to
reject such Lease pursuant to Section 365(a) of the Bankruptcy Code, then
Borrower shall give Lender not less than ten (10) days' prior notice of the date
on which Borrower shall apply to the bankruptcy court for authority to reject
the Lease. Lender shall have the right, but not the obligation, to serve upon
Borrower within such ten-day period a notice stating that (i) Lender demands
that Borrower assume and assign the Lease to Lender pursuant to Section 365 of
the Bankruptcy Code and (ii) Lender covenants to cure or provide adequate
assurance of future performance under the Lease. If Lender serves upon Borrower
the notice described in the preceding sentence, Borrower shall not seek to
reject the Lease and shall comply with the demand provided for in clause (i) of
the preceding sentence within thirty (30) days after the notice shall have been
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given, subject to the approval of the bankruptcy court having jurisdiction over
the case and to the performance by Lender of the covenant provided for in clause
(ii) of the preceding sentence.
ARTICLE 4 - NO LIABILITY, FURTHER ASSURANCES
Section 4.1 NO LIABILITY OF LENDER. This Assignment shall not be
construed to bind Lender to the performance of any of the covenants, conditions
or provisions contained in any Lease or Lease Guaranty or otherwise impose any
obligation upon Lender. Lender shall not be liable for any loss sustained by
Borrower resulting from Lender's failure to let the Property after an Event of
Default or from any other act or omission of Lender in managing the Property
after an Event of Default unless such loss is caused by the willful misconduct
and bad faith of Lender. Lender shall not be obligated to perform or discharge
any obligation, duty or liability under the Leases or any Lease Guaranties or
under or by reason of this Assignment and Borrower shall, and hereby agrees to,
indemnify Lender for, and to hold Lender harmless from, any and all liability,
loss or damage which may or might be incurred under the Leases, any Lease
Guaranties or under or by reason of this Assignment and from any and all claims
and demands whatsoever, including the defense of any such claims or demands
which may be asserted against Lender by reason of any alleged obligations and
undertakings on its part to perform or discharge any of the terms, covenants or
agreements contained in the Leases or any Lease Guaranties. Should Lender incur
any such liability, the amount thereof, including costs, expenses and reasonable
attorneys' fees, shall be secured by this Assignment, the Mortgage and the other
Loan Documents and Borrower shall reimburse Lender therefor immediately upon
demand and upon the failure of Borrower so to do Lender may, at its option,
declare all sums secured by this Assignment, the Mortgage and the other Loan
Documents immediately due and payable. This Assignment shall not operate to
place any obligation or liability for the control, care, management or repair of
the Property upon Lender, nor for the carrying out of any of the terms and
conditions of the Leases or any Lease Guaranties; nor shall it operate to make
Lender responsible or liable for any waste committed on the Property by the
tenants or any other parties, or for any dangerous or defective condition of the
Property including, without limitation, the presence of any Hazardous Substances
(as defined in the Mortgage), or for any negligence in the management, upkeep,
repair or control of the Property resulting in loss or injury or death to any
tenant, licensee, employee or stranger.
Section 4.2 NO MORTGAGEE IN POSSESSION. Nothing herein contained
shall be construed as constituting Lender a "mortgagee in possession" in the
absence of the taking of actual possession of the Property by Lender. In the
exercise of the powers herein granted Lender, no liability shall be asserted or
enforced against Lender, all such liability being expressly waived and released
by Borrower.
(a) FURTHER ASSURANCES. Borrower will, at the cost of Borrower, and
without expense to Lender, do, execute, acknowledge and deliver all and every
such further acts, conveyances, assignments, notices of assignments, transfers
and assurances as Lender shall, from time to time, reasonably require for the
better assuring, conveying, assigning, transferring and confirming unto Lender
the property and rights hereby assigned or intended now or hereafter so to be,
or which Borrower may be or may hereafter become bound to convey or assign to
Lender, or for carrying out the intention or facilitating the performance of the
terms of this Assignment or for filing, registering or recording this Assignment
and, on demand, will execute and deliver and
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hereby authorizes Lender to execute in the name of Borrower to the extent Lender
may lawfully do so, one or more financing statements, chattel mortgages or
comparable security instruments, to evidence more effectively the lien and
security interest hereof in and upon the Leases.
ARTICLE 5 - MISCELLANEOUS PROVISIONS
Section 5.1 CONFLICT OF TERMS. In case of any conflict between the
terms of this Assignment and the terms of the Loan Agreement, the terms of the
Loan Agreement shall prevail.
Section 5.2 NO ORAL CHANGE. This Assignment and any provisions hereof
may not be modified, amended, waived, extended, changed, discharged or
terminated orally, or by any act or failure to act on the part of Borrower or
Lender, but only by an agreement in writing signed by the party against whom the
enforcement of any modification, amendment, waiver, extension, change, discharge
or termination is sought.
Section 5.3 GENERAL DEFINITIONS. All capitalized terms not defined
herein shall have the respective meanings set forth in the Loan Agreement.
Unless the context clearly indicates a contrary intent or unless otherwise
specifically provided herein, words used in this Assignment may be used
interchangeably in singular or plural form and the word "Borrower" shall mean
"each Borrower and any subsequent owner or owners of the Property or any part
thereof or interest therein," the word "Lender" shall mean "Lender and any
subsequent holder of the Note", the word "Note" shall mean "the Note and any
other evidence of indebtedness secured by the Loan Agreement", the word
"Property" shall include any portion of the Property and any interest therein,
the phrases "attorneys' fees," "legal fees" and "counsel fees" shall include any
and all attorney's, paralegal and law clerk fees and disbursements, including,
but not limited to, fees and disbursements at the pre-trial, trial and appellate
levels incurred or paid by Lender in protecting its interest in the Property,
the Leases and the Rents and enforcing its rights hereunder; whenever the
context may require, any pronouns used herein shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns and pronouns
shall include the plural and vice versa.
Section 5.4 INAPPLICABLE PROVISIONS. If any term, covenant or
condition of this Assignment is held to be invalid, illegal or unenforceable in
any respect, this Assignment shall be construed without such provision.
Section 5.5 GOVERNING LAW. This Assignment shall be governed in
accordance with the terms and provisions of Section 10.3 of the Loan Agreement.
Section 5.6 TERMINATION OF ASSIGNMENT. Upon payment in full of the
Debt, this Assignment shall become and be void and of no effect.
Section 5.7 NOTICES. All notices or other written communications
hereunder shall be delivered in accordance with Section 10.6 of the Loan
Agreement.
Section 5.8 WAIVER OF TRIAL BY JURY. BORROWER HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM,
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WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS
ASSIGNMENT, THE NOTE, OR THE OTHER LOAN DOCUMENTS OR ANY ACTS OR OMISSIONS OF
LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN CONNECTION THEREWITH.
Section 5.9 EXCULPATION. The provisions of Section 9.4 of the Loan
Agreement are hereby incorporated by reference into this Assignment to the same
extent and with the same force as if fully set forth herein.
Section 5.10 SUCCESSORS AND ASSIGNS. This Assignment shall be binding
upon and inure to the benefit of Borrower and Lender and their respective
successors and assigns forever.
Section 5.11 HEADINGS, ETC. The headings and captions of various
paragraphs of this Assignment are for convenience of reference only and are not
to be construed as defining or limiting, in any way, the scope or intent of the
provisions hereof.
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IN WITNESS WHEREOF, Borrower has executed this instrument the day and
year first above written.
BORROWER:
BEHRINGER HARVARD DOWNTOWN PLAZA LP,
a Delaware limited partnership
By: Behringer Harvard Downtown Plaza GP,
LLC, a Delaware limited liability
company
By: _________________________
Xxxxxx X. Xxxxxxx, III
Secretary
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ACKNOWLEDGEMENT
STATE OF ________________ )
) ss.:
COUNTY OF _______________ )
BEFORE ME, the undersigned, a Notary Public in and for said state,
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 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 Notary Seal this ____ day of ________ 2005.
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EXHIBIT A
Legal Description
PARCEL A:
XXXX 0, 0, 0, 00, 00, 00, 00 XXX PORTION OF XXX 0 XX XXXXX 000 XX XXXX XXXXX
XXXXXXXX, XX THE CITY OF LONG BEACH, IN THE COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 19, PAGES 91 ET SEQ., OF MISCELLANEOUS
RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH THAT
PORTION OF AN UNNAMED ALLEY, NOW KNOWN AS BRONCE WAY VACATED, 10 FEET WIDE, AS
SHOWN ON SAID MAP DESCRIBED AS A WHOLE AS FOLLOWS:
BEGINNING AT THE XXXXXXXXXXXXX XXXXXX XX XXX 00 XX XXXX XXXXX 000; THENCE
NORTHERLY ALONG THE WESTERLY LINE OF SAID LOT 13 AND ITS NORTHERLY PROLONGATION
OF THE SOUTHWESTERLY XXXXXX XX XXX 00 XX XXXX XXXXX 000; THENCE NORTHERLY ALONG
THE WESTERLY LINES OF SAID XXXX 00, 00 0, 0, 0 XXX 0 XX XXXX XXXXX 112 TO THE
NORTHERLY LINE OF THE SOUTHERLY 9 FEET OF SAID LOT 2 IN BLOCK 112; THENCE
EASTERLY ALONG SAID NORTHERLY LINE TO THE EASTERLY LINE OF SAID LOT 2; THENCE
SOUTHERLY ALONG THE EASTERLY LINES OF SAID LOTS 2, 4, 6, 8, 10 AND 12 TO THE
SOUTHEASTERLY CORNER OF SAID LOT 12; THENCE SOUTHERLY ALONG THE SOUTHERLY
PROLONGATION OF THE EASTERLY LINE OF SAID LOT 12 TO THE NORTHERLY LINE OF THE
SOUTHERLY ONE-HALF OF SAID BRONCE WAY 10 FEET WIDE; THENCE WESTERLY ALONG SAID
NORTHERLY LINE TO THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF XXX 00 XX
XXXX XXXXX 000; THENCE SOUTHERLY ALONG SAID PROLONGATION AND SAID EASTERLY LINE
OF XXX 00 XX XXX XXXXXXXXXXXXX XXXXXX XX XXXX XXX 00; THENCE WESTERLY ALONG THE
SOUTHERLY LINES OF SAID LOTS 14 AND 13 TO THE POINT OF BEGINNING.
EXCEPT THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES AND MINERALS OF EVERY KIND
AND CHARACTER LYING MORE THAN 500 FEET BELOW THE SURFACE OF SAID LAND, TOGETHER
WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND OCCUPY ALL PARTS OF SAID
LAND LYING MORE THAN 500 FEET BELOW THE SURFACE THEREOF FOR ANY AND ALL PURPOSES
INCIDENTAL TO THE EXPLORATION FOR THE PRODUCTION OF OIL, GAS, HYDROCARBON
SUBSTANCES OR MINERALS FROM SAID OR OTHER LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT
TO USE EITHER THE SURFACE OF SAID LAND OR ANY PORTION OF SAID LAND WITHIN 500
FEET OF THE SURFACE FOR ANY PURPOSE OF PURPOSES WHATSOEVER, AS RESERVED BY XXXXX
X. XXXXXXXX, A MARRIED MAN, AS TO AN UNDIVIDED ONE-HALF INTEREST, BY DEED
RECORDED NOVEMBER 10, 1980 AS INSTRUMENT NO. 00-0000000, OFFICIAL RECORDS AND AS
RESERVED BY XXXXXXX XXXXXXXX, AS TO AN UNDIVIDED ONE-HALF INTEREST, BY DEED
RECORDED DECEMBER 10, 1980, AS INSTRUMENT NO. 00-0000000, OF OFFICIAL RECORDS,
AS TO XXXX 0, 0 XXX 0 XXX XXXXXXXX BY XXXXXXX XXXXXXXX, IN DEED RECORDED JANUARY
12, 1981, AS INSTRUMENT NO. 81-24697, AS TO XXXX 0, 00 XXX 00, XXX XXXXXXXX BY
XXXXXXXX LAND AND IMPROVEMENT CO., A CALIFORNIA CORPORATION, IN DEED RECORDED
JANUARY 8, 1981, AS INSTRUMENT NO. 81-15195, OFFICIAL RECORDS, AS TO LOTS 13 AND
14.
PARCEL B:
XXXX 00, 00, 00 XXX 00 XX XXXXX 112 OF LONG BEACH TOWNSITE, IN THE CITY OF LONG
BEACH, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN
BOOK 19, PAGES 91, ET SEQ., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH THAT PORTION OF AN UNNAMED ALLEY,
A-1
NOW KNOWN AS BRONCE WAY, VACATED 10 FEET WIDE, AS SHOWN ON MAP, DESCRIBED AS A
WHOLE AS FOLLOWS:
BEGINNING AT THE SOUTHERLY XXXXXX XX XXX 00 XX XXXX XXXXX 000; THENCE WESTERLY
ALONG THE SOUTHEASTERLY LINES OF XXXX 00, 00, 00, 00 XX XXXX XXXXX 112, TO THE
SOUTHWESTERLY CORNER OF SAID LOT 15; THENCE NORTHERLY ALONG THE WESTERLY LINE OF
SAID LOT 15 AND ITS NORTHERLY PROLONGATION TO THE NORTHERLY LINE OF THE
SOUTHERLY ONE-HALF OF BRONCE WAY 10 FEET WIDE; THENCE EASTERLY ALONG SAID
NORTHERLY LINE TO THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF XXX 00 XX
XXXX XXXXX 000; THENCE SOUTHERLY ALONG SAID PROLONGATION AND EASTERLY LINE OF
SAID LOT 18 TO THE POINT OF BEGINNING.
EXCEPT THEREFROM ALL OIL, GAS, HYDROCARBON SUBSTANCES AND MINERALS OF EVERY KIND
AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE OF
PARCEL "B", TOGETHER WITH THE RIGHT TO DRILL INTO, THROUGH, AND TO USE AND
OCCUPY ALL PARTS OF SAID LAND LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE
SURFACE THEREOF FOR ANY AND ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR THE
PRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERALS FROM SAID OR OTHER
LANDS, BUT WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE OF SAID LAND OR
ANY PORTION OF SAID LAND WITHIN FIVE HUNDRED (500) FEET OF THE SURFACE FOR ANY
PURPOSE OF PURPOSES WHATSOEVER, AS RESERVED BY UNITED ARTISTS THEATRE CIRCUIT,
INC., A MARYLAND CORPORATION, AS SUCCESSOR BY MERGER WITH LOSAN REALTY CO.,
INC., A CORPORATION FORMERLY UNITED ARTISTS THEATRES OF CALIFORNIA, LTD., A
CORPORATION, RECORDED JULY 30, 1982, AS INSTRUMENT NO. 82-771281, OFFICIAL
RECORDS.
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