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HomeMy WebLinkAboutReso 91-221 - To proceed with a letter of intent to purchase the Redding Power Plant located at Clear Creek Rd i RESOLUTION NO. 91-a,21 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING TO PROCEED WITH A LETTER OF INTENT TO PURCHASE THE REDDING POWER PLANT LOCATED ON CLEAR CREEK ROAD. I WHEREAS, City Council has considered the possible acquisition of the Redding Power Plant (Plant) on Clear Creek j Road; and WHEREAS, City Council believes that the purchase of the Plant by the City of Redding will benefit City Electric Utility customers; IT IS, THEREFORE, RESOLVED AND DIRECTED that the City Council of the City of Redding hereby: 1. Approves and authorizes the Mayor to sign and deliver a Letter of Intent (LOI ) from the City of Redding to National Westminster Bank U.S.A. for the purchase of the Redding Power Plant located on Clear Creek Road by the City of Redding; a true copy of said LOI is attached hereto and incorporated herein by reference. 2. Authorize the expenditure of $750,000 . 00 from the Electric Utility Reserves for the Deposit as described in the LOI . 3 . Authorizes staff to negotiate a consulting contract for an independent engineer' s report, not to exceed an expenditure of I � Ir $70, 000.00 from the Electric Utility Reserves; and the City Manager to execute said contract, upon approval of the City Attorney, on behalf of the City Council. 4. Authorizes staff to negotiate a consulting contract to provide for the transition between Plant ownership and acquisition of sufficient staff to support the Plant, and to bring their recommendations back to City Council. I HEREBY CERTIFY that the foregoing Resolution was SPEC AL introduced and read at a Eeg�tla meeting of the City Council of the City of Redding on the 31st day of May, 1991, and was duly adopted at said meeting by the following vote: AYES: COUNCIL MEMBERS: Axness, Fulton, Moss & Buffum NOES: COUNCIL MEMBERS: None. ABSENT: COUNCIL MEMBERS: Dahl ABSTAIN: COUNCIL MEMBERS: None v N CYFUM, M City o Redding ATTEST: ETHEL A. NICHOLS, City Clerk t OR PROVED: 1 R +ALL A. HAYS, Cit Attorney I I 4 National Ymmunin r �k USA • • 1'9 Yttar sum Armand a,ZhMin I� Naw Wrk,W 100384021 84nlor Via Prealdant i, 1 I 1 June 1, 1991 Randall A. Hays City Attorney City of Redding 760 Parkview Avenue Redding California 96001 Re: Redding Power Plant and Sawmill Madames and Gentlemen: A i This Letter Of Intent (LOI) between the City of Redding a municipal corporation formed under the laws of the State of California (City) and National Westminster Bank USA, a national banking corporation (Bank), contains the principal terms and conditions on which the Bank is willing to sell and City is willing to purchase the Bank's interest, following a contemplated foreclosure, in the property (Property) commonly known as the Redding Power Plant, Redding, California and more particularly described in Lxhibit attached Hereto. 1. Purdue Price: The purchase price for the Property shall be Fourteen Million Five Hundred Thousand Dollars ($14,500,000), payable in cash at the Closing (as hereinafter defined) . 2. D®oosi�. Upon execution of this LOI, the City shall deposit in an interest bearing escrow account a refundable cash deposit in the amount of Seven-Hundred Fifty Thousand Dollars ($150,000) (Deposit). Such Deposit and all accrued interest thereon shall be paid to the Bank as 4114 National WoMminder E*k USA C4 of A ,WAS 1, 1001 liquidated damages only in the event that the City is found to be in default of Its obligation to execute the Purchase Agreement to be consummated in accordance with this LOI or in the event purchase is not completed pursuant to the Purchase Agreement on account of default by the City thereunder. Such Deposit shall be refunded to the City in the event the sale does not close and the City is found not to be in default by a court of competent jurisdiction. The Deposit, and any accrued interest thereon, shall be applied towards the Purchase Price at the close of escrow. Such Deposit shall be increased by $100,000 upon the execution of the Purchase Agreement. IF THE SALE Of THE PROPERTY IS NOT CONSUMMATED DUE TO THE FAILURE OF ANY CONDITION PRECEDENT OR THE BANK IS FOUND TO BE IN DEFAULT OF THIS AGREEMENT OR THE PURCHASE AGREEMENT BY A COURT OF COMPETENT JURISDICTION, THE DEPOSIT INCLUDING ANY ACCRUED INTEREST, SHALL BE RETURNED TO THE CITY. IF THE CITY IS FOUND TO BE IN DEFAULT OF THIS AGREEMENT OR THE PURCHASE AGREEMENT, THE BANK SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT BANK'S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT THE BANK WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. Initials: Bank' Buyer Ad NaWnal Wast 11nBank USA i - ft of FOWUV • • Juri4 1. loci Pao.S 3. The Closing shall be consummated on the date the Bank forecloses on the Property, following the recording of said foreclosure and the extinguishing of any and all rights of redemption. The parties intend that the foreclosure and Closing shall be held not later than five (5) days after the expiration of the Conditions Period described in paragraph 5 of this Agreement (Closing) . If the Bank is delayed in proceeding with the foreclosure as a result of actions by any third party, the parties agree that the date for the Closing shall be extended until such date that the foreclosure can proceed, but not later than January 1, 1992,. unless otherwise agreed by the parties. The City shall deposit the balance of the Purchase Price (Balance), and all duly authorized and executed documents required to consummate the sale described herein, in an interest-bearing escrow account two (2) days prior to the date scheduled for the foreclosure and Closing. All accrued interest on the Balance shall be paid to the City at Closing or termination of the Purchase Agreement. In the evert that the City shall not have timely made such deposit of the Balance, the City shall be in default, and Bank shall not be obligated to proceed ,with the foreclosure and Bank shall be entitled to the Deposit and all accrued interest thereon. Under no circumstances in the event the City is found to be in default, shall the Balance be paid to the Bank. In the event of such default the Balance shall be promptly refunded to the City. 4. Purchase AareOmaI: The City and the Bank shall enter into a purchase and sale agreement (Purchase Agreement), in form and substance reasonably acceptable to the City and the Bank incorporating the provisions of this LOI and such other provisions as are-mutually agreed upon. The City and the Bank shall execute the .Purchase Agreement no later than a date which 1 National srnlngaronk USA ' atv 0,A.aa June 1. 1901 Popo 4 is twenty-two (22) business days after the date the City mails a fully executed copy of this LOI to the Bank. Transmittal by electronic facsimile shall be considered an acceptable form of mailing. 5. Condition to Py cs hase: The City shall have the indicated business days following execution of this LOI by the parties (Conditions Period), to: Forty (40) business days: r (a) Inspect and approve the Property, including all documents associated with the operational documents of the power plant, for the sole purpose of determining the operability of the Property as a wood fired power plant capable of producing at least 23MW. It is the intent of the City that such inspection shall be made by an independent engineer (Engineer) engaged by the City at the City's expense. The City understands and acknowledges that the Property is not currently operating as a power plant, but is being maintained in a short-term non- operating state. If the Engineer reasonably determines that i the Property cannot be made to operate by the City as a wood fired power plant, capable of producing at least 23MW with only such expenditures as would be reasonably necessary to return the power plant portion of the Property to an operating state after having been non-operating, the City shall have the right to terminate the Purchase Agreement or waive this condition and proceed with the purchase of the Property. (b) Obtain a General Plan consistency finding by the City's Planning Commission pursuant to the California Government Code. i i A Ntitionai 1ns%r BaOUSA qty of APO" i JUr* I. 1®01 Papp b Ten (10) business days: (c) Review and approve the preliminary title report issued by Ticor Title Insurance Company on the Property, and the underlying documents referenced therein, attached hereto as Exhibit 0, provided however, that the City acknowledges and agrees that the exceptions, other than the deeds of trust, s noted on the title policy attached hereto as Exhibit-C, are satisfactory to the City, and the City may make reasonable i objections only to exceptions not shown on the title policy. If the City does not object to the Bank in writing as to any matters shown in said preliminary title report on or before the last day of the Conditions Period, the City shall be deemed to have approved all of the following matters: (1) all matters of record, including those shown on said preliminary title report or referenced in said underlying documents; (ii) all matters that would be revealed by an accurate survey of the Property; (iii) the rights of any parties in possession of the Property; and (iv) all taxes, assessments, bonds, and liens on account thereof to which the Property is subject. (d) The Bank shall have thirty (30) business days following the City's objection to any exceptions pursuant to (c) above to agree in writing to remove any objectional exceptions or provide the City with title insurance, either by way of endorsement or by having the title company issue a title policy without exceptions for such matter, or in the alternative, to terminate this LOI without further liability or obligation to either party, in which event the City shall be entitled to the return of any Deposit or Balance, including accrued interest, in escrow. Nav®na! VisidminsWr USA • Joe 1, 1601 - Papp• I� 6. Bight of rY: i i After the date of the full execution of this LOI, the Bank shall promptly request the court-appointed receiver or other person or entity acting as responsible caretaker of the Property to afford the City, its Engineer, or other authorized agents the right of entry to the Property to inspect the physical condition thereof pursuant to paragraph 5 above, provided the City gives the Bank and the receiver reasonable advance notice of any entry to the Property and conducts any inspections in connection therewith in a manner reasonably •,• acceptable to Bank and the receiver. The City hereby indemnifies the Bank and holds it harmless from and against any and all claims, liens, liabilities, losses, damages, costs, and expenses arising in connection with any such entry to the Property which are the result of the sole negligence of the City, its Engineer or authorized agents. This indemnity shall survive any termination of this LOI and all the provisions of this paragraph shall remain contractually binding for a period of 180 days from termination or Closing. The City shall purchase the Property and take title to the Property in % Is' condition. S. pion: The Bank agrees that, in the Purchase Agreement, it shall indemnify and hold the City harmless for any and all liabilities arising out of (a) that certain Pacific Gas and Electric Company (PG&E) Standard Offer 12 Power Purchase Agreement for Firm Capacity and Energy, dated August 22, 1984, i rid Natlonal V*Aft rs r ® USA Chy Of POWN June 1.1401 by and between PG&E and California-Bio Resources I, Inc. , and (b) that certain Special facilities Agreement dated August 20, 1986 by and between PG&E and California-bio Resources I, Inc. g. Bre: Each party represents and warrants to the other that it has not dealt with any broker or finder who is entitled to a commission or fee arising out of the proposed sale to the City. 10. C19sina Com: Closing costs will be divided equally between the parties. 11. Attornws' Fees: If either party hereto fails to perform any of its obligations under this Agreement or if any dispute arises between the parties hereto concerning the meaning or interpretation of any provision of this LOI then the defaulting party or the party not prevailing in such dispute, as the case may be, shall pay any and all costs and expenses incurred by the other party on account of such default and/or in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys' fees and disbursements. ly, � r ifica�. ons: The Bank certifies as follows: a. That it is and was at all relevant times, a national banking corporation duly organized and existing under the laws of the United States of .America. i A National Westminster Bio USA ofty a no JuM 1, IMI b. That to the best of its knowledge it has disclosed to the City all relevant documents in its possession relating to the operation, maintenance or condition of the Property. C. To the best of its knowledge there is no litigation which seeks to challenge the right of the Bank to pass acceptable title to the Property to the City. d. To the best of its knowledge it has disclosed the existence of all litigation which is associated with the Property which is the subject of this LOI. e. That to the best of its knowledge it is not aware of substances, materials or products which may be an environmental hazard other than those disclosed by the Preliminary Site Assessment, Redding Power Facility, 17120 Clear Creek Road, Redding, California, September 1990, for Morrison & Foerster, and Phase II Site Investigation, Redding Power Facility, 17120 Clear Creek Road, Redding, California, January 22, 1991, for Morrison L Foerster. 13. CoWntarparU I This LOI may be executed in counterparts. 14. � rve Hina .�•� This LOI shall be governed by the laws of the State of California. I i A#National ViestmineW qpk USA 61V of Awltv Jaw 1, 1691 P+s 9 I The parties acknowledge that this is an LOI outlining the business terms of a Purchase Agreement and each party intends that this LOI be legally and contractually binding. Prior to the execution hereof, the parties shall provide each other with evidence satisfactory that the signatory of the City and the Bank are duly authorized representatives of the City and the Bank, and have full power and authority to enter into this .�• binding LOI. Very truly yours, NATIONAL WESTMINSTER BANK USA, a national banking corporation By- HRL Its: Senior Vice President Accepted and Agreed to this ;I IST day of JUNE, 1991 City of Redding Approved as to form: -NA CY-BUFFUR sy Its: Mayor i J%National VVestminsWr Bank USA cny of Padd+ne Jun. /, 1001 Page 10 EXHI Reel property: ®m®pPmammom�mmamaBBBOaoaaam®esaaamBBOYamaamaaaamrmaaaaamaaa/• The land referred to herein is described as follows: ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE COUNTY OF SHASTA, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL 1: PARCEL 1 AS SHOWN ON PARCEL FLAP NO. 52-84 FOR W. JAXON BAKER RECORDED NOVEMBER 21, 1984 IN BOOK 24 OF PARCEL MAPS AT PAGE 118, SHASTA COUNTY RECORDS. A. ASSESSOR'S PARCEL NO. 208-170-03 PARCEL 2: AN EASEMENT FOR UTILITY PURPOSES 10 FEET IN WIDTH OVER, UNDER AND ACROSS A STRIP OF LAND LYING EASTERLY OF AND ADJACENT TO THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF PARCEL 1 AS SHOWN ON PARCEL MAP NO. 52-84 FOR W. JAXON BAKER RECORDED NOVEMBER 21, 1984 IN BOOK 24 OF PARCEL MAPS AT PAGE 118, SHASTA COUNTY RECORDS. SAID CORNER BEING ON THE NORTHERLY BOUNDARY OF CLEAR CREEK ROAD AS SHOWN ON SAID MAP; THENCE NORTH 01'23111" EAST, A DISTANCE OF 2614.00 FEET AND THE POINT OF TERMINATION OF SAID LINE. PARCEL 3: AN EASEMENT FOR ELECTRICAL TRANSMISSION LINES AND INCIDENTALS THERETO OVER AND ACROSS A STRIP OF LAND BEING 100 FEET IN WIDTH AND LYING NORTHERLY OF AND ADJACENT TO THE MOST SOUTHERLY BOUNDARY OF PARCEL I DESCRIBED IN THE DEED TO J.F. SHEA CO., INC., DATED NOVEMBER 30, 1984 AND RECORDED NOVEMBER 30, 1984 IN BOOK 2109, PAGE 661, SHASTA COUNTY RECORDS. SAID SOUTHERLY BOUNDARY BEING s THE NORTHERLY BOUNDARY OF CLEAR CREEK ROAD AS DESCRIBED IN PARCEL 1 THEREIN. THE PURPOSE OF THE EASEMENT SHALL INCLUDE THE INSTALLATION, MAINTENANCE AND OPERATION OF A HIGH VOLTAGE ELECTRICAL TRANSMISSION LINE TRANSMITTING ELECTRICITY TO AND FROM PARCEL 1 AS SHOWN ON PARCEL MAP NO. S2-84 FOR W. JAXON BAKER RECORDED NOVEMBER 21, 1984 IN BOOK 24 OF PARCEL MAPS AT PAGE 118, ' SHASTA COUNTY RECORDS. PARCEL 4: AN EASEMENT FOR ELECTRICAL TRANSMISSION LINE AND INCIDENTALS THERETO OVER AND ACROSS A STRIP OF LAND 100 FEET IN WIDTH AND LYING EASTERLY OF AND ADJACENT TO THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF PARCEL 1 AS SHOWN ON PARCEL MAP N0. 52-84 FOR W. JAXON BAKER RECORDED NOVEMBER 21, 1984 IN BOOK 24 OF PARCEL i A National Westminster Bank USA Cny Of Pawkv juns 1, 1991 has » MAPS AT PAGE 118, SHASTA COUNTY RECORDS. SAID SOUTHEASTERLY CORNER BEING ON THE NORTHERLY BOUNDARY OF CLEAR CREEK ROAD; THENCE NORTH 01'23'11" EAST, A DISTANCE OF 2614.00 FEET AND THE POINT OF TERMINATION OF SAID LINE. THE PURPOSE OF THE EASEMENTS DESCRIBED AS PARCELS 3 AND 4 HEREIN SHALL INCLUDE THE INSTALLATION, MAINTENANCE AND OPERATION OF A HIGH VOLTAGE ELECTRICAL TRANSMISSION LINE TRANSMITTING ELECTRICITY TO AND FROM PARCEL 1 AS SHOWN ON PARCEL MAP NO. 52-84 FOR W. JAXON BAKER, RECORDED NOVEMBER 21, 1984 IN BOOK 24 OF PARCEL MAPS AT PAGE 118, SHASTA COUNTY RECORDS. Together with the power plant and sawmill , all improvements thereto, and all fixtures and tangible personal property attached to or used therewith. THE PROPERTY DOES NOT INCLUDE A) THAT CERTAIN PACIFIC GAS AND ELECTRIC COMPANY ("PG&E") STANDARD OFFER /2 POWER PURCHASE AGREEMENT FOR FIRM CAPACITY AND ENERGY DATED AUGUST 22, 1984, BY AND BETWEEN PG&E AND CALIFORNIA-8I0 RESOURCES I, INC. , AND B) THAT CERTAIN SPECIAL FACILITIES AGREEMENT DATED AUGUST 20, 1986 BY AND BETWEEN PG&E AND CALIFORNIA-810 RESOURCES I, INC. Pcneo EXHIBIT B PRELIMINARY TITLE REPORT 1647 Court Street (P.O. Box 1240) Redding; CA 96001 916-241-4531 Your Ref: Our No. 113574 SC In response to the above referenced application :For a Policy of Title Insurance, TICOR TITLE INSURANCE COMPANY OF CALIFORNIA hereby reports that it is prepared to issue, or 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 sustained 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 printed Exceptions and exclusions from the coverage of said Policy or Policies are set forth on the attached cover. Copies of the Policy forms should be read. They are available from the office which issued this Report. This Report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a Policy of Title 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. I Dated as of MAY 17, 1991 at 7:30 a.m . I LY S Title f c r The form of Policy of Title Insurance contemplated by this Re rt is: (X) CLTA Standard Coverage Policy - 1988 The-.estate or interest in the land hereinafter described or referred to covered by this Report is a FEZ TO PARCEL 1; EASEMENT TO PARCELS 2, 3 AND 4 Title to said estate or interest at the date hereof is vested in: REDDING POWER, A CALIFORNIA JOINT VENTURE, THE JOINT VENTURE PARTNERS OF WHICH ARE CALIFORNIA-BIO RESOURCES I, INC. , A CALIFORNIA CORPORATION; DCTC-REDDING, INC. , A DELAWARE CORPORATION, AND GP POWER, INC:. , A DELAWARE CORPORATION At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions contained in said Policy form would be as follows: I 1. GENERAL AND SPECIAL COUNTY, CITY AND ANDERSON—COTTONWOOD IRRIGATION DISTRICT TAXES FOR THE FISCAL YEAR 1991-92 A LIEN NOT YET PAYABLE. 2. GENERAL AND SPECIAL COUNTY, CITY AND ANDERSON—COTTONWOOD IRRIGATION DISTRICT TAXES FOR_THE FISCAL YEAR 1990-91, FIRST INSTALLMENT : $75,000.00 DELINQUENT PLUS $7,500.00 PENALTY SECOND INSTALLMENT: $75,000.00 DELINQUENT PLUS $7,500.00 PENALTY AND $10.00 COST PARCEL NUMBER 208-170-03 WHICH DOES NOT INCLUDE OTHER PROPERTY AREA CODE 001-147 TAX RATE : $1.00 VALUATIONS LAND $2,468,331.00 IMPROVEMENTS: $11,129,829.00 PERSONAL PROPERTY: $1,401,840.00 EXEMPTIONS: $-0- 3. THE LIEN OF SUPPLEMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO THE PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75) OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA. 4. ANY EXISTING RIGHTS—OF—WAY FOR DITCHES AND CANALS COMMON TO THE ANDERSON-COTTONWOOD IRRIGATION DISTRICT, TOGETHER.WITH INCIDENTAL RIGHTS. . S. AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN, AND INCIDENTAL PURPOSES IN FAVOR OF: PACIFIC GAS AND ELECTRICCOMPANY,. A CALIFORNIA:ICORPORATION FOR METAL TOWERS OR WOODEN OR-..METALLICSAND+'ALL- APPURTENANCES' RECORDED FEBRUARY 2:7, 1948 IN BOOK-_267, --PAG4, OF. .OF$ICIAL RECORDS:: . AFFECTS THE NORTHEASTERLY PORTION-OF"THE HEREIN- DEbCRIBED_ PROPERTY SAID INSTRUMENT CONTAINS A PROVISION THAT GRAlfW WILL �10T`":ELECT OR =CONSTRIICT ANY BUILDING OR OTHER STRUCTURE OR DRILL.OR OPERATB.ANY,;SO$T :GF WELD„ ORLPERMIT.•OTHERS TO DO SO WITHIN 37.5 FEET OF THE ROUTE DESCRIBED 6. AN EASEMENT AFFECTING. THE PORTION OF SAID LAND:AND FGR THE PURPOSES STATED HEREIN, AND INCIDENTAL PURPOSES BY DECLARATION OF•:TAKING IN FAVOR OF : UNITED STATES OF :AMERICA FOR : TRANSMISSION` LINE AND' ALL APPURTINANGES -` CASE NO. s 5906 RECORDED NOVEMBER 7, 1952 IN BOOR 386,,_ PAGE 229, 'OFFICIAL'..RECORDS AND OCTOBER 21, 1947 IN :BOOK,`26 PAGZ-,362 r OFPICZAL'`RECORDS AFFECTS : A PORTION OF THE HEREIN. DESCRIBED, PROEPRTY .- 7. A PERPETUAL RIGHT, PRIVILEGE AND, EASSM$NTF TO tJOiiSTRpIr;T, ,—REPLACE, REMOVE, OPERATE, INSPECT, �S7IINTAIN AND USS AN ELECTRIC TR74N3MI33ION IIN$..oiZTB POLES, TOWER, CROSS—ARMS, CABLES;" iiZR&S; GU7(S; StJP PO& $' l1l1t! 1lLL Y�1�III8N! THRItETO :AS CONTAINED IN THE EASEMENT CONTRACT, IN FAVOR OF TRI 'QNITED=STATEt�DBPARTMENT..OF INTERIOR, BUREAU OF RECLAMATION, DATED AUGUST 23 .4 ANDRECO7ZDED SEPTMBE ER`29, 1961 IN BOOR 682 OF OFFICIAL RECORDS AT PACE413;, SI[A�COUNTY1'RECORDS - AFFECTS: THE WESTERLY PORTION,_OF >THE.::HW.f DS$CRIBKD'P1top 'RTY _ .a. t 41 ' } 3t A T _ <. ; 1 3574 8. THE EFFECT OF THE FOLLOWING NOTES AS CONTAINED ON THE PARCEL MAP FOR W. JAXON BAKER, RECORDED NOVEMBER 21, 19.84 IN BOOK 24 OF PARCEL MAPS AT PAGE 118, SHASTA COUNTY RECORDS: 1) AN ON-SITE SEWAGE DISPOSAL SYSTEM SHALL BE LOCATED ONLY WITHIN THE -DISPOSAL AREA INDICATED FOR PARCEL 1 UNLESS AN ALTERNATE SITE IS SPECIFICALLY APPROVED BY THE HEALTH OFFICER. 2) SEWAGE DISPOSAL FOR PARCEL 1 IS ONLY POSSIBLE BY INSTALLATION OF A NON-CONVENTIONAL SEWAGE DISPOSAL SYSTEM THAT HAS BEEN DESIGNED PER DIVISION OF ENVIRONMENT HEALTH CRITERIA IN: ACCORDANCE WITH THE 1982 SEWAGE DISPOSAL STANDARD REQUIREMENTS. SAID NON-CONVENTIONAL SEWAGE DISPOSAL SYSTEM MAY BE COSTLY TO INSTALL AND MAINTAIN. REAL PROPERTY OWNER- OF SAID PARCEL AND SAID NON-CONVENTIONAL SEWAGE DISPOSAL SYSTEM WILL BE REQUIRED TQ BECOME PART OF THE COUNTY INSPECTION AND MONITORING PROGRAM ESTABLISHED BY-;SHASTA COUNTY ORDINANCE 04,94-22 (SECTIONS 3430-3437.5, 4/21/81) 3) THE CITY OF REDDING. CURRENTLY`PROVIDES WATER AND SEWER SYSTEM FACILITIES. SHOULD CONNECTION TO EITHER. BE DENIED DUE TO LACK-OF CAPACITY IN THE SYSTEM, THE DEVELOPER AND SUBSEQUEST,..;PROPERTY OWNERS MAY BE UNABLE TO OBTAIN A BUILDING PERMIT. 9. AN EASEMENT AFFECTING THE PORTION OF SAID.'LAND, AND FOR--THE PURPOSES STATED HEREIN, AND INCIDENTAL PURPOSES, SHOWN OR�,DEDICATED BY,-,THE PARCEL MAP RECORDED : NOVEMBER 21,; 1984. 4- IN 800 24 OF "PARCEL MAP& ATV PAGE 118 FOR (A) PUBLIC SERVICES ' AFFECTS AS SHOWN ON SAID'MAP FOR (B) _ • DEDICATION TO,:THE CITY OF :RLDDING AFFECTS • AS SHOWN':ON SAID:MAP 10. THE EFFECT OF THE FOLLOWING=.-ARIAS­SHOWN° AND 'DESIGNATEb ON THE. PARCEL'AAP FOR W. JAXON BAKER RECORDED: NOV33MEX-21, 1984 �IN:SOOR 24'OF` PARCEL, MAP8,: PAGE .118', SHASTA COUNTY RECORDS: 1) PROPOSED WELL SITS _ r _ 2) PROPOSED LEACH _FIELD - 11. CONDITIONS AND RESTRICTIONS ,AS'.,SET SPORTH 42N 'M STATEMENT OF-:,OWNERS`;LIABILITY OR RESPONSIBILITY ON TlWPARCEL;MAP FOR W. - $ARER;` RECORDED: NOVEMBER IN= BOOR 24 OF PARCBL 'NAPS,. AT PAGE 12. AN EASEMENT AFFECTIN ?FBS.rPO 'IOt OP k `_LAND :AND FOR THE pURPOS99r STATED HEREIN, AND INCIDENTAL -PURPCO$9 - IN FAVOR OF: J. F.k70.�jIL' , ., N&VADI aORFORI►TYON FOR RECORDED : NO ' - VEMH R 30 1984 IN BOOK 2109, PAC $61, 08 OFF-ICIAL:'RECORDS AFFECTS s AN 80 $TRIOF LAND -TRAVSR83I�fi 1 ;�PORTION dF;-T 'HEREIN DESCRIB ,�PRTY � a.� ,� ;;,� au -� 7.€ �, -� meg._r�,r .r..F� �' _' •�, ���,..F . } Al s ^q rc `• - 240 rrs of a Gf f�- s z '.-.. A -.�i�' .i U} .. ..� _-.�-,. -......fie .s .;-� ��' '-f4'�,_•,_y�x�}a�i.* ._.. r,-.y .. '7 z74 13. TERMS AND CONDITIONS CONTAINED IN THAT CERTAIN DEED • GRANTOR W. JAXON BAKER, CONVEYING HIS SEPARATE PROEPRTY GRANTEE CALIFORNIA-BIO RESOURCES I, INC. , A CALIFORNIA CORPORATION DATED JANUARY 18, 1985 RECORDED MARCH 11, 1985 IN BOOK 2132, PAGE 368, SHASTA COUNTY OFFICIAL RECORDS. FOR PARTICULARS, SEE DOCUMENT. ALL RIGHTS THEREUNDER HAVE BEEN ASSIGNED TO J. F. SHEA CO. , INC. , AS DISCLOSED BY SAID DEED AND BY DEED DATED JANUARY.. 16, 1985 AND RECORDED MARCH 11, 1985 IN BOOK 2132, AT PAGE 366, OFFICIAL RECORDS. SAID TERMS AND CONDITIONS WERE AMENDED BY AMENDMENT OF DEED RESTRICTIONS RECORDED AUGUST 28,1987 IN BOOK 2340, PAGE 450, SHASTA COUNTY RECORDS. 14. A DEED OF TRUST TO SECURE AN INDEBTEDNESS OF THE AMOUNT STATED HEREIN, DATED : JULY 31, 1987-. AMOUNT : $37,,600,000.00 TRUSTOR REDDING POWER, A CALIFORNIA JOINT,VENTURE - TRUSTEE TICOR TITLE INSURANCE COMPANY OF CALIFORNIA BENEFICIARY: NATIONAL WESTMINSTER BANK:USA RECORDED AUGUST`=28,- 19$7., IN•BOOK 2340, PAGE! 459,".OF`OFFICIAL-RECORDS DOCUMENT NO: 28,533= _ AFFECTS UCC'NO. '171 - AN INSTRUMENT SUBSTITUTES- THE=:TRUSTEE IN S74ZD GEED OF':TRUST NEW TRUSTEE: -COMMONWEALTH LAND TITLE COMPANY,,_:. DATED OCTOBER 30 1990 RECORDED NOVEMBER 1990A Z1i::BOOK 26g ,'PAGZ 7"-;�OF�OFIRICZAL 'RECORDS NOTICE OF DEFAULT UNDER THE TERMS OF`SAID _DEEDOF TRUSTk By THB'.ALLEGED OWNER AND HOLDER OF THE NOTE, Ml t " RECORDED NIBER 2, 1990 IN HOOK 2658, <PAGE OS OFFICIAL-' RECORDS DOCUMENT NO i 4795 ALLEGED OWNERS = NATIO"L'WBSTMLRSTER € AN ACTION IN TH8 SUPSRiOA COURT, 9HA.STA FAUDiT�I, -(:kIFQRI2 : Y.- COMMENCED i FBBAUAAY• 6,. 14$1 z: Y. ENTITLED i NATIONAL W$STMINSTERdBANX USA, 1P Nf1TIONAL BANKING ASSOCIATION, PLAINTIFF VS.. REDDZN ,�OW W 4k llLZ TOS Ii `* CASE NO. 's iO3 2 NATURE OF ACTIONS ¢�.TQ,sB�OR�i.OSE�«p�D CO�.?RUBET�REaORGB� ACJGUST-28, 1987 IN lkGffi 4'59 QRFICIAL` REOORS OF •SHASTA COUNTY. A NOTICE OF PENDBliLYYg��ySAI�AOTIdN RECORDED: FEBRUARY ?,, 9.1 INS 666k'4686 ,1Ag8. fi50, F OFFICIAL RECORDS A NOTICE OF SALE PURStJAiiT> TO 3'B8' POWER OF' SALE EINDER SAID-DEED. OF TRUST WAS -_ RECORDED: F88RUARY jZ , 1991-IN",BOOR;2690,f PAGE42, '! 01►ICZAL--RECORDS r. A NOTICE OF SALZ .P74p4om=too ski UNDEwsAID'.DEED: OF .TRUST WAS RECORDED: FEBRUARY a2$, K59T TNS BOOR X2692, PAGE $fib, -G OFlICZAL R$tRDS A NOTICE OF SALE PURSL1Al ` ToTHBOmR OS XSA BNDFA`SAID eDEEDp$Y TRUST WAS RECORDED: MARCH`'�7, ;1991 IN SOK 2693, PA E 306±SOF AFFTCEAL AC07-S. 15. A DEED OF TRUST TO SECURE AN INDEBTEDNESS OF THE AMOUNT STATED HEREIN, DATED JULY 31, 1987 AMOUNT TRUSTOR REDDING POWER, A JOINT VENTURE TRUSTEE TICOR TITLE INSURANCE COMPANY OF CALIFORNIA BENEFICIARY: DELMARVA CAPITAL INVESTMENTS, INC RECORDED : AUGUST 28, 1987 IN BOOK 2340, PAGE 490, OF OFFICIAL RECORDS DOCUMENT NO: 28534 16. AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN, AND INCIDENTAL PURPOSES IN FAVOR OF: THE CITY OF REDDING A MUNICIPAL CORPORATION FOR a THE' TRANSMISSION AND DISTRIBUTION OF ELECTRIC ENERGY AND ALL APPURTENANCES RECORDED a APRIL 6, 1990 IN BOOK 2584, PAGE 423, OF OFFICIAL RECORDS AFFECTS THE WESTERLY PORTION OF THE.:.HEREIN. DESCRIBED PROPERTY] 17. A FINANCING STATEMENT TO BE SECURED THEREBY,:-AND -OTHERMATTERS.: DEBTOR REDDING...POWER, A JOINT .VENTURE SECURED PARTY : DELMARVA-CAPITAL INVESTMENTS) INC. FILED : JULY-,1110 1990, AS U.C.C."NO. 516 -IN'.BOOK .261-7 AT PAGE 781 OF OFFICIAL RECORDS IN THE OFFICE OF: THE SHASTA. COUNTY RECORDER . 18. A FINANCING STATEMENT;1'O BE.SECURED: THEREBY;} AND;:OTHER i[�►TTERB-=-° " DEBTOR s REDDING POWER, A JOINT ;VENTURE,.- .'µ: SECURED PARTY,._ s DELMARVA=CAPITAL INVESTMENTS;`-INC-- FILED NVESTMENTS; 'INC'FILED AUGUST:ll, 1990 ASe U.C.C: NO 56.3' FN%BOOR'2b25-AT• PAGE .48: OP OFlICIAL- RZCORDS�;" IN THE OFFICE.OF:,THE:•,SHASTA COUNTY- RECORDER i.c <` AL 7. C�N-:f. q,5^' a4 '.FT•~p -'^-s-'SS tl h -r i. _ _ - -42 - fd A h SH, A%- an, All --rz-rGSE'1 aW., -:.R Y+k ZZL— � C af iW r -- 3AK" ` "M Z i� LEGAL DESCRIPTION ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE CITY OF REDDING, COUNTY OF SHASTA, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL 1: PARCEL 1 AS SHOWN ON PARCEL MAP NO. 52-84 FOR W. JAXON BAKER RECORDED NOVEMBER 21, 1984 IN BOOK 24 OF PARCEL MAPS AT PAGE 118, SHASTA COUNTY RECORDS. PARCEL 2: AN EASEMENT FOR UTILITY PURPOSES 10 FEET IN WIDTH OVER, UNDER AND ACROSS A STRIP OF LAND LYING EASTERLY OF AND ADJACENT TO THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF PARCEL 1 AS SHOWN ON PARCEL MAP NO. 52-84 FOR W. JAXON BAKER RECORDED NOVEMBER 21, 1984 IN BOOK 24 OF PARCEL MAPS AT PAGE 118, SHASTA COUNTY RECORDS. SAID CORNER BEING ON THE NORTHERLY BOUNDARY OF CLEAR CREEK ROAD AS SHOWN ON SAID MAP; THENCE NORTH 01 0 23'11' EAST, A DISTANCE OF 2614.00 FEET AND THE POINT OF TERMINATION OF SAID LINE. PARCEL 3e AN EASEMENT FOR ELECTRICAL TRANSMISSION LINES AND INCIDENTALS THERETO OVER AND.- ACROSS 'A STRIP OF LAND BEING 100 FEET IN WIDTH AND LYING NORTHERLY OF AND ADJACENT TO THE MOST SOUTHERLY BOUNDARY OF PARCEL 1 DESCRIBED IN THE DEED TO J.F. SHEA CO. , INC. , DATED NOVEMBER 30, 1984 AND RECORDED NOVEMBER 30, 1984 IN BOOK 2109 PAGE 661, SHASTA COUNTY RECORDS. SAID SOUTHERLY BOUNDARY BEING THE NORTHERLY BOUNDARY OF CLEAR CREEK ROAD AS DESCRIBED IN PARCEL 1 THEREIN. THE PURPOSE OF THE EASEMENT SHALL INCLUDE THE INSTALLATION MAINTENANCE AND OPERATION OF A HIGH VOLTAGE ELECTRICAL TRANSMISSION LINE TRANSMITTING ELECTRICITY TO AND FROM PARCEL 1 AS SHOWN ON PARCEL MAP NO. 52-84 FOR W. JAXON BAKER RECORDED NOVEMBER 21, 1984 IN BOOK 24 OF PARCEL MAPS AT PAGE 118, SHASTA COUINTY RECORDS. PARCEL 4.s AN EASEMENT FOR ELECTRICAL TRANSMISSION LINE AND INCIDENTALS THERETO OVER AND ACROSS .'A.STRIP OF LAND 100 FEET IN WIDTH AND LYING EASTERLY OF AND ADJACENT TO THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF PARCEL 1 AS SHOWN ON PARCEL MAP NO. 52-484: FOR W. JAXON BAKER RECORDED NOVEMBER 21, 1984 IN BOOK 24 OF PARCEL MAPS AT:`PROB 118, SHASTA COUNTY RECORDS. SAID SOUTHEASTERLY CORNER BEING ON THE NORTH81ttgt'BOUNDARY OF CLEAR CREEK ROAD; THENCE NORTH 01023'11" EAST, A DISTANCE OF 2614 `OQ: FRET TO THE POINT OF TERMINATION OF SAID LINE. THE PURPOSE.=OF.'THB EASEMENTS DESCRIBED AS PARCELS 3 AND 4 HEREIN SHALL INCLUDE THE INSTALLATION, MAINTENANCE AND OPERATION OF A HIGH VOLTAGE ELECTRICAL TRANSMISSION LINE TRANSMITTING ELECTRICITY TO AND FROM PARCEL 1 AS SHOWN ON PARCEL.MAP:NO. 52-84 FOR W. JAXON BAKER, RECORDED NOVEMBER 21, 1984 IN BOOK 24 OF PARM MAPS AT PAGE 118, SHASTA COUNTY RECORDS. ASSESSOR'S PARCEL NO. 208-170-03 An a.T ahy ^ Al , ti,os j04Cy � �1I74N � I � � Z7 lit r � � V a N11 i„ ^ SGS A ' YN 4,�i♦�o 2 h � I � ( I is �y�tl +� � � a ' I ' I ' ° I : ityj o ;2 ,Z J �' ♦ O� * A� / 04 �. �� w �� ae 8, •,pr I � � I 0 zol Z-r gyrus•—.v iiv�."c a Ad 0 � N Nd'q•ldt N CA f NO NNO1376—USE WITH NNO137A or NNO1375 TO 3131 CA Pan 2 110881 PRELIMINARY REPORT COVER Printed Policy Exceptions and Exclusions ALTA RESIDENTIAL POLICY(6-1-87) The Exclusions and the Exceptions of the ALTA Residential Policy ■ that result in no loss to you form recite that you are not Insured against loss.costs. attorneys ■ that first affect your title after the Policy Date — this does not fees.and expenses resulting from: limit the labor and material Igen coverage in hem 8 of Covered Title Exclusions Risks 1 Governmental police power.and the existence or violation of any 4 Failure to pay value for your title law or government regulation. This includes building and zoning ordinances and also laws and regulations concerning 5 Lack of a right: • land use ■ to any land outside the area specifically described and referred to In Item 3 of Schedule A ■ improvements on the land or • land division ■ in streets,alleys.or waterways that touch your land ■ environmental protection This exclusion does not limit the access coverage in Item 5 of Covered This exclusion does not 8ppfy.to violations or the enforcement of Title Risks. these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items Standard Exceptions 12 and 13 of Covered Title Risks. (a) Any rights. interests or claims of parties in possession of the 2 The right to take the land by,condemning it.unless: land not shown by the public records. • a notice of exercising the right appears in the public records on (b)Any easements or liens not shown by the public records. - the Policy Date - - This does not limit the lien coverage in Item 8 of the Covered Title Risks. ■ the taking happened prion to the Policy Date and is binding on you if you bought the land without knowing of the taking (c)Any facts about the land which a correct survey would disclose and which are not shown by the public records 3 Title Risks: This does not limit the forced removal coverage in Item 12 of ■ that are created.allowed,a agreed to by you Covered Title Risks. ■ that are known to you.but not to us,on the Policy Date—unless (d)Any water rights,claims or title to water on or under the land. they appeared in the public records ALTA LOAN POLICY(10-21-87) WITH ALTA ENDORSEMENT FORM 1 COVERAGE The Exclusions from Coverage of the ALTA Loan Policy form recites that the following matters are expressly excluded from the coverage of this policy and the Company wdl'nOt Day 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(i)the occupancy,use.or enjoyment of the land:fit)the character,dimensions or location of any improvement now or hereafter erected on the land: list)a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is ou.4i" 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, Igen or encumbrance resulting from a violation or allegedvioletion affecting the land has been recorded in the public records at Date of Policy. (b)Any governmental iblica 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".*ulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy 2 Rights of eminent dortieihfunless notice of the exercise thereof has been recorded in the public records at Date of Policy. but not excluding from coverage any taktrisC ihich has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge ham' 3 Defects.liens.encumbrsnps,adverse claims or other matters Ial created.suffered,alsi1or agreed to by the insured claimant. (bl not known to the Coth"ny, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the COmpanybir the insured claimant prior 10 the date the insured claimant became an insured under this policy, (CI 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 Ine priority of the hen of the insured mortgage over any statutor -lien for services.labor or material,or to the extent insurance is afforded herein as to assessments for street improvements under construction or t5oithpleted et Oate of Policy):or lei resulting in loss or.d which would not have been sustained if the insured claimant mad paid value for the insured mortgage 4 Unenforceabdav of t1he_4itt1 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 unenforceaQgirelf-of the hen of the insured mortgage.or claim thereof, which arises out of the transaction evidenced by the insured mortgage and i5 OasisO:ip�l_,usury or any consumer credit protection or truth in lending law- .` 'r 6 Any statutory lien'f/J1,_S_R. fes. labor or materials (or the claim of priority of any statutory lien for services. labor or materials over the hen r of the insured m0[t$aalr+'attsing from an improvement or work related to the land which is contracted for and commenced subsequent to m"" Date of Policy and3 sa.;��rg`1t�t:.11n�anced in whole or in part tiv proceeds of the indebtedness secured by the insured mortgage wnich at Date of roncy the insured heS m��ncea or is obligated to advance IExcentina and Exclusion a s Continued on Reverse Sides 24 routes across 10premises, (b) to erect, maintain and us P,e.es in ell fences which ss�" or shall hereafter cross gild right of way, and (o) to tr , and to cut and clear ewer, trees and brush whenever, in the judPment of second part , the same shmll be necessary fete• convenient and safe exercise of the rlrhts hereby gran d; Provided, however, (1) that is '- exercising said right of ingress and egress second Pa tv shall, whenever Practicable, nee existing roads or lanes, and shall repair any damage caused by its use thereof, and (2) yet all trace which second party shall out, if valumble for either timber or wood, shall Goat Uq to be the property of first party, but all tops, 1 ps, brush and slash shell be burned or removed by second party. Second party shall indemnify first party a inst any and all loss end dmmage which shall be caused by the exercise of said right of In ass and egress, or by any wronoful or neg11 act or omission of second pnrty, or its nfen or employees, In the exercise of any of the rights hereby granted. The provisions hereof shnll Inure to he benefit of and bind the respective encceeaort, heirs, assigns and successors in Interes of the parties hereto, i A r ICT "ITTESS '::FEERECF first pnrty hen xecuted !hese ;resents this 15th dn: of anuery, 191a ;CTIA Z. rI='':;'CCT: Executed In the presence of � R. P. '.'_ACE Sitnes3 33 CArd . 1-10-a8 I STATE CF CALIFCRt12A ) ss. City and County of San Franci co. ) On this 19th day of In iry, 194Q, before me, FRANK Mr17GR, s 1'otary Public in and for said City and County, rest in(, therein, duly commissioned and sworn, p,rsonoll; inPcared R. P. Mace, known to me to be t e Person whose name is subscribed to the within instru:.1ent as a witness thereto, who, bo nr by me duly sworn, deposed and said that he rc3ldcc in the County of Alameda, State of California, that he was rresent and saw Au-ust '•.. riaren^tock Ind Ioad E. Pispenetook (personally known to him to be the eerie persons described In and whose nacre are subscribed to thalwithin Instrument as parties thereto) sign and execute the snme, and that he, the affiant, thereupon subscribed his name as witness thereto. ITT WITtT W ',71=07, I have hereunto set my hand and affixed my official sent, at ay e in the said City and County of San Francisco, the dap and year in this certificate first s written. FP.ATTK ratTTER (Notarial Seal) Notary Public In and for the City and County of San Fre00I 1Ry Costatlulon a=parse November 2, 1930. State of California. UC0RWD AT RlgtT T OF RAIIAVAT M7TZS9 ACZNCT FEB 48 At 31 pe-s_t 22 0J'�ook P.Y. i County seer er .qd T:T:TtT:T:TtT:T 21217 • lee 1.90 563-141 Tae rw=TDRE made by and between TAMWAN GOLD DREDOINC CO., a oorporstion, hereias o called first party, and PACIFIC GAS AND ELECTRIC CCITPANT, a California corporation, he a = after called second party, 1 _ , TAI TIt1531T5 thatt In consideration of value p[id therefor by second Tarty, the adequney and receipt 00 I fere Hereby acknowledged, first party does hereby great unto saeoad party, Me "t" to time to erect, construct, reconstruct, replace, resovs, smiatais mad ase out M with all necessary and proper orosserms, braces and other applisasss and fisto3w to connection therewith, and suspend therefrom, maintain and use Saab wires and/or mai second ,arty may deem necessary for the transmission and distribution of sleetrie ase=® t for private telephone and telegraph purposes of second party, together with a right a'r, i' thereslonP, over and across those certain premises, Situate in the County of lhaata, state of California, which are described as follows, viz: 'ac ortion conveyed by 4, E, Oaks at ux to Thurman Gold Dredging Co. by deed detod .Lcri1 1, 1940 and recorded in Volume 162 of Official Records at page 265, records of said Shasta Co-nty, of section 27, township 31 north, range 5 west, 1!, D. -"he roite of said towers shall be as follows, viz.: ler-innin, at A point in the northwesterly boundary line (marked by a fence) of the ooaa roe' ccnmonly known as Clear Creek Road troverslnr said section 27 from which the southeast corrar '..,rkad by An Iron nonument) of said section 27 beers south 78. 571 seat 1548.2 feet dis not nn� runrinr thence north 39. 381 west 4600 feet, Wore or lees, to the northerly t•o11ndlr}• line of said premises. The term met31 towers when used herein shall be deemed to include within its meaning \\ wooden cr r..et3111c poles with aopurtennnt anchors and ruys, to the end that second party shall h9VP •.r,c 71-'It, in addition to such.towers, or to lieu thereof, or of any thereof, to install, uc^ wooden or metallic poles or Structures with appurtenant anchors and guys, spa Cron ';ne to tirie to re.-lace any ;,ole, tower or structure erected hereunder with any other nu-'. r, r t%r^ s-ecified heroin, of Poles, towerz cr structures either in its originnl loeati n or „ nn 11-ternnto locsclon or 1ac3t10n9 alon- S31d route of second nmrty's selection. f3clli'ies Instilled hereund,r Interfere with the future dredging, or roc!, cr,: r eration of first -arty on sit! nrenines second rn rtv shall, within 10 days ' ;er rltten n_tlae fror. first -,rt,, _^r to do, It Its own cast and expense tempo- '1- nn: r loc., c 1n n Iocn .!�❑ .,f second n37tyIs Snicction on amid prom isos such of interferrinr. =rc'. '3rt• doe- further rrmnt unto second party the right (a) of ingress to and egress f='n cue': f7C4iitlas lW 3 nractienblo route or routes across said premises, (b) to erect, nn in t3:n "C uoc r,^.tan in all fences which now cions or shall hereafter cross the right or rlr,hts of n, hereby wanted, and (c) to trim, and/or to cut and clear away, any trees and brush whenever, in the •iudraaent of second party, the Sans shall be necessary for the ooavenlea and ss.^e exercise of the rights hereby Fr-inted; provided, however, (1) that in exercising such ri:ht of Ingest and arress second party shall, whenever practicable, use exietlnp, roads or and shall repair Any dmmnge caused by its use thereof, and (2) that all trees which Second "arty shall cut or remove, if valuable for either timber or wood, shall continue to be Mie property of first party, but all tops, lops, brush and slash shall be burned or remated IW second party, 3econd Party shall indemnify first party against any and all loan and damage whish � "used by the exercise of said right of ingress and egress, or by say wroagful or p6611 � ;act or omission of Second party or its agents, or employees, in the exercise of s rirhts hereby4y of tA�_ r•rnntod, w �• � In the exercise of said rights second party Shall avoid unreasonable lntalfaranee eta � each use by first •��` Pa rty of said premises as is consistent with the tall enjomat et N rights by second party. First party, however, shall not erect or oonstrust any bail other structure, or drill or operate any sort of will, or permit ethers so to da, wittrr fast of the route hereinbefore described. The provisions hereof shall inure to the benefit of and bind the respective auccee�' and assigns of the parties hereto. IN KITVWS BASRECF first party hasexecutedthese presents this lath day of Janusr�i T"Un. 'A11 ICLD DR.EDCIT!^• CO, y (Corporate Seal) By C. IT. T.ItR"An, Its President 1/21/d9 33 And Dy I. 3. "AT ''IER Its 3ecretary STATE CT CAI.IFOR"?TA, ) City and County of Sen Francisco as. 9w On this 23th day of January in the year Cne Thousand Vine Hundred and Forty eiSht, me, DORC1hT R. 1.'CLP!1TA11, a t:otary Public in and for the City and County of :an Francisco, if Btete of Californls, residin,- therein, duly comnissioned and sworn, personally appeared C. Q, Thurman and I. A. Walther known to ❑e to be the President and Secretary, respe0tively, of thi corporation described in and that executed the wlt•.in instrument, and 01-10 !norm to re to 6e the persons who executed the within instrument, on bchnIr of the corporation ,!Icrcjn named, ' and duly acknowledged to me that such corporation executed thn csme. 277 iPI11:ESS "PrEUCF, I have hereunCo 3_t n'• hand nn' affixed nv cffialml ;cal at r7 offl \ in the City and Countv of San Frnr.ci3co, `;tatc cf ^allfnrrin, the da•• and veer to this certi.' ficate first above written. (17otnr1al eel) "CIE77a'1 ::otary r�ihlic 1.Ty Commission Exrires D';ccnbcr 21, In503'." ndnr:ir the fnrnia.aa, vn ~� Sen Franca , RECORT7E1) AT !:E-T^^ CE D.l - ��4( y o,inty ..ec„rear R 1238 Fee 1.P,O Connideritlon not norc thin ;100.-0 C^E9'7ER VE\n, hereinafter dower, and R's1:RY FRF-)RTC1; '.�*'77-3, 91-10 known as 'p"F1 FR77ERICL VLRrTfE3, a ainrinafter called first party, in considerntion of vnlua adoluste therefor paid bS A^D7"Cr"CCOITAIIT, a Colifornin cor orntion, hereinafter called second pceipt whereof is hereby acknowled7ed, hercbv mints to Second the rift to eret, reconstruct, rcplece, remove, ❑nintain and use n line of polAiwith such wires ty shall from time to time suspend thor^fr0a for the tran=1589j and distribution of electric energy, and for communication purposes, and all necessary and ' proper crosserms, b neac, anchors, pgys and other appliances end fixtures for ine in connad with said poles and wires, together with a rivht of way therealon^, over and across those esrtain promises, situate in the County of Shasta, State of California, which aro desoribed r lteilawr, to-wi t 3 - .The east halt of the northeast quarter section 1; township 32 north, range 6 weSfr atorseeld poles shall be located on said mixes alone that certain line which ' khl', S-UR'plsatiaes and is described as follows, to it: ~ `; .VqM"Tedit s point in the easterly boundary lira rked bye fence) of said pr f. �3 ttls etahthiist corner (serfcad by a Stake) of said cation 1 beers north 0. 41� �7 fM Aitant and running thanes north 44• 58' west 1066.6 feet; thence north 6�• g test, sore or lass, to the westerly boundary line of aid premises. L ' i 11'1931 060 it 20:in ;Stili P.M. Oft olal Reoord• w My California a e��a County Reoorder a Deputy Recorder SR:aetr.��: HZLH'r: 1 .,.,. lCT 3L 1* INIUM OOW O/TQ URrM$TAT W a V M M ILLMICT 01 ULDWStA f 1 1l4rAMMOL, Mo. ago t�.. {fi• :r. _ •ISL 19� AS To a•IT 10. Zdf lit 490 alMU"MINKI a seated SM lite w Of na•rfat before the abo.e 1 u Gibl"IOMMa r� to N1/aLSLMa �•totbra aat•rd IOU and filed h•r•1a, } MIN"IWM d• AMICL ed TIUMN 0 JL D ORMIt0 CIS ArT, a oor*ara+ e Sa 18Ma sane the Caert being fully taforeed lied.. it . 'dam 0. Mud La tfala aatt•a ea Oatober t0. 1947 aed an !_ �PitlraW of sites. ft ted ad to. . of :.LITT THUU6t ND ♦IID r�(Wei 0)eaa aupeltd to the aep•try of the Court as esti- wpm tb ab tenet of a pep.leal swot to eon•tra•t, AAAM a tlamdeelaa 11s or Mesa in. over. through and aero.• Of tie etsw aafiltlad Salta.. as "earthed in eatd ICo.Dlaint it 061WO did JOAMMINt SIN the Deolaration of Taktnr. me eetored ..; .a SM. •tad tlat epe the ftltng of the 'i•olaration :akinf. U e� I MG 1 W tl.rpdtlal�.e ate s�as~BawU, tttl. t. ala ad0lle end rdsl.r 2 .n.aod in tare >rdted atrw at daBrls ad tae 7106 to jJrd eagenastlw.e.a.d 3 is the pewr 01►dtld twat. 4 I Ii. 5 That ata ran 1lr vadat the btaiaarter dweerlbod pepary Is tale and 6 eadmd by tin pulatift is now antharleed by Le, and the sit papery vat 7 W taking thweer to noessaay d site& to sold ere. 9 M. 9 That all patios tatwwa%d dieeoty ar iadbW lr is the Lads W&J"t 10 or this as lm sd harataarter areae prtisolary desertbe&. have been personally 11 earend vitt peones. or have appeared In thta astienl that raid lade. tepther 12 with all alaiawu ad paBties Interested thereto. are within the jartdidien of 13 this Cea7t. ehie►leo parr and aatherlb to oaten this Final lodpsat. 14 Tp. 15 flat at the tis or.ad taadlstey prior to the somorssset or this 16 antler. defhdaat Tamm 0010 ==to Com". a Mu parades. was the Baer or 17 i Oodt 1~. ad. m6jmt. lwr:. to aloepttara I throno• of Mttfista or Title. 18 Omar L. n4a. iasned by tlr alinsta CovW Title CWWWq, ad moot as abase 19 nr%ed. we sthar parumv lira or corporation to entitled to resolve aq eoapows- 20 tlaa fhr old %kin. 21 22 That plaintirr and def na"t IRM Ra oOW Di MDM C(WJLNT. a sorpers- 23 ties. have snared talo a w ittw n1pulatim filed brg 2. to whiah sold d0- 24 fhrhat hse.alroad to sonept the son or Ota HOM19D Tt!APO 11000 DCUAU 25 (4110.00), wither% lahwwat. ae, and the Court mads sold sm to be. toll. adetso 26 sad }ss a wwwwattes for the tshlaa of we aehta and tahwast eandmd by the i 27 sheer aatttld sties is ad /o. aa, end aq d all tea rewlting sed wig- 28 Ift net of and bee odd tallata poo ldM. hwawar, that is eeaa or the are Iters 29 err two at up=dilob the pl alatlfr pesM to suspend Its wans- 30 dads lame Www4b air 0low Creat Mvdtlnt Ars is us eostA half of • tts 31 n. the swab halt or sees ad. Beatles 17. tae northeast um bw or daotloa fa. 32 end the watseat tvwaor of .:aattas aa, plaiattrr will anoward the lowest oableo a. - I I i 1 wi @&U ftWod im line bv%e tie @Iasi tomwe imdiately w on" side of 2 Clear Wga A the Mid" ohms sm, Assam of llspewousm p>r d vionze 1 3 Drslfp ii•. am-04"n mei 0. tlt-D-M O. wa&b rft tie revision,hb of 4 "@N4 Us 10% sop" or etlah ars ettoam& to er /tlpLtlee and Isar s pet 5 thsrent. flI utiff d dollirt have Mta r agreed flat tlaw{*wt the re- 6 MINION'at aid bemdedw 1iw66 threegb said'Chel »t er CFO* Area. the � 7 eableo of the tredadsm linea shell be .eep.e.tad from{sone@ of esdiwary MUM 8 nmi hasp with erdiaary dears above the greed, and it me f1urthor agreed UM 9 plaintiff Will. with reasonable dispateh isllowing the aowstrustlse of its traae- 10 w/adwe limas on the said two lines of stool toners. diaaaslla and r+sonw the 11 i waM polo lis now 1MtM on said Dalthb.sd. sate parties, have further speed j 12 that an geed sr, gravel shall be aa.ara%"within fifty (60) toot free the ED=- 13 dations of soy of the towers .f said trans-iaalon lines. nor bowsath,the surface 14 of a slops leading any from the pwirtor of said Wrest limits ata dsawediag 15 grads Or ons toot .ertisally for sash two foot measured horisoatally. sold 16 parties bsve AArther agreed that an dredging operation& either for the osea.ation 17 or piling of notes We .hall be oo,duebd within the limit. of said Areal s 18 through said Clear Creek Dredging Area. asoopt angor th6 high opa,s of cables 19 Lrwiabaters npeeift". 20 21 that the property. the sabjeot of this Final AAge ot. is situate is the 22 (County of Shasta. State of Witorn1a. and were partiaalarly d.oerib.d as follows, 23 , Pus tual assonant to construct. operate and saintaia a treasai.sio, 24 lino or lines ins over. tbloagh and names Veit Ho. 300 being the here inaftar do- 25 r25 north" portion at the hall d.earibad under Arroel 3 In the D.olaration, of -sklog 1 26 w fila beam sad ion fir Ju4g#r.nt sa D6olwratiae of taking dated Cotabor 21. 1241 27 and reworded 0atebor 26. 1241 in Volume Ads, at pap 362. is the Official 9eoerdo 28 or Shasta County. State of California. together with suoh other rightal and prty- 29 116998 as are des abed to satd Judv— on D.alaratiao of Taking. subJ.st, howey 30 to wcLtiwg rights of ver for A,gbwaye. roads, railroads. ..nal., lateral., dite 31 names. siphons. pipe 1Lr.a, other •Lotri.al tramlulw lin»., and t.1.pAo,a 32 t6Loahh lines savoring aq part of the lands subj.et of this Final i4dgmontl 3. I I MT 20. 36 1 Itd drum at Ind Whia use is va+q�! u tomAt) 2 wrap@"Ivor d'tb wetreaf J~ (M K�•t at MMis vmdrM pt), snow"arftwm (41) NO 3 emp nm a)iwrt. EmrL Diable Nwidieime ed is all th" ) }rt ateMt b"of Nm goo haw or we ertrest 4 barter (%of 4 of r}) at mid fe.nea 87 )w ft w Nm ffaVary dde 1 N#amMry bsamWg of that aortal.tract 5 at Lad Somb Ws�M neem of 720." arcs, more or low. •N11N is an Dad em 0• 16 oob d arjsrts f. ads 6 to " ftU Direftift 00op4 dated Aril 1. 1N0 and rs- ordd Aril a, im i■Deet Ia of ofnsimi frim. pp 7 m. is we chive at the comm" baaedr of seasts owanq in, Caiitsnri.. 8 , 9 ■M. =Mwm. IT U UAW=. A00ran Amr mr1f:71D that the estate and 10 iabereet 0001010004 tee dsaWled I& Mrs~7/ to tekoe and 000ismand for the 11 !OU wow of tin Qdtsd DtatM as mathsrl sed/y laws that the title to said 12 eetnto W Iabsrents am sera prttoslarly set forth is varagmph Ti above. Vented. 13 Is, Us Ohltd Btatse of rsrtes of we 20th day at Cetabsr. I967 upon, the filing 14 i at too rWasrotioa of sidng sad Ns depaitieg of the ave afar@•aid In, the fegie- 15 r7 of the Corm. mai title is said *"at* and interest is nus ve~ is the aktW 16 !tales at Amoriea Irw and diseharod of all Bees mad claims of any kind weat., 17 ewer W 18 j' ; It Ti � m • A4J t t for the taking of the 19 pgorly "a" l .1 t it r the eve of cvr fflma 20 - o TO AIDID/UIDOOiiY/ Y. , to 7 .marded to defendant 21 -THIRM sow orfs i of gait Dm. >ei and it 22 at*oorl"Nat said smin e Court been, paid to said 23 `^ � daAn,vae. N• Clark st a sated to enter satisfaction 7 24 of Nie tical dadpeof ofT I! 25 OOi If Ora Com! '^ dq of ' Ism. 26 27 28 I 29 . Coffirt, Dltthern 3owtat of California 30 ler•+'. ., .�`.•: . 31 32 vim.,-..• .._ .i..��. 4. satual mining development work (exclusive of caLlns, bullainva, )r :)Cher at aaoh sere Included In the claim, es requireG by i'ctl�n 2305 3r t9uttace structu!ej) Dated at t•eddinR. t:is zSir, day 3f Oct. 19L7. he utile Fey uross -'1ds., RSCOAD�Dc r n t:eler. Ashby F.'L&CTSf+��• ASNFY ^C 25 1941 at 37 min pest " �':l�cr A.' , Y SI1.7"C::, Clunty h. c:,rCer y L:L:L:L:!rD L R S�Q 1. 2aa Y. 141TI-HE-L bOUF"Un 9: i Spacial Assistant to 21 x941 The Attorney uenerel - L'F.�.; :'lark 718 Qrauker building 620 Market -atrest Sen Yrenciso. 4, "lifo,als Attorney for 1'lelatirr I:1 1IiS DISTI 0 �Oi DISTRICT T" "n" "AT66 I.: A::� ! :t: j. CT 0 �61.11"OJNIA 11EZTED STATES Of AKERICA, rIvintiff, 1 To. Gertala Land - C. Y, la the G�unty of t3Mste, ..tete Celif.rnis; r 1 IIikIe; AYE,. [R.D!'PA: 1'. /. i I::Rrc,*;• •�- .mac•• B. W. 1RLEM; aAYP:^" C^�r9 T.IDA 7= l'r',•;; .. ,'I.. L• L• LAIM OOMPAIM; ruw c. rRA'•T; L^P:•IS 1'. iRUTT; Ti' ;11 PACI.rIC -. WALM C""DOLIDATrr1: 1!-'!� l:LRrh" 1. N; 'OLIDA rlm !•afffi; GW:.0 - 1�2TE; tt%0YZ E AAF;;; .�, 5�2.4fi;t►rILLI:: LO' Tital^. SAQ1jk.,; U.C. * ^'i.rTi; .T :.1:^.7.; .All :�. 5'•c CORAhAR; EDlU NaRTr; COFRICA::; !^D. r,:Tt:ET :^ C i 1 P CIrIC RAILrAT C^i'!",:tT: "OLTH!:t: Y,:CI,IC uf+ �: C: ^hAL- CA 1""KNIA1 L ils3 be.3:;LdUeTs; IAiitS F., h c SORT LEYt4!'I? C. :P^I^�I! L: L��'L L. TROL'i'- t L ! I'07�R _.,. ai:;ALL.rF:afi".I'^,• C.�s. r.i„o:�••K.DL.R::irl�'?J; ;;pvt,..1. O S OA ^ S. HILL, i:::i. :0: I:1^,::: !•�. CAVIL' ... HLA;TR�=F.LiG f`,:K Lt.:., cOL' U'_ur _I�=.T.I:T R^BAMSi ART FM'. F:QI. viol 3i c( L. .J I'C 0^i':', 'T• r :..ET $uL•iTi ':li0... f. f:Ss: •�W 9.1 ..; .S, �':'ti:r.T; '::....I.•. ^. •tYr':' �.L.i:: 'i.Y:T• • T Eh_ ?AS= •'. CTiLIIT; - I- L. _ t: 4- TL Z. PLO;TB• ARL : IR.:I'., CTibGE 1[1tI:.,,DtJ; 'oRj RELLIE PE'fOTAR; PAUL .ORDltti LO7:Z: L:A4bi TOS. SD-It: Urti.h�lill.:.; kA1.CAkM r. U;� LZLL SORB; IVZR & .TO1IAR:Or:; Z=r!: Y. JOIIAN„ptt; L.'.TP. vc..ULI.: it a D�O3 O2. RI to DOZ rIYE HUIILi U. ldcluslveI LC. 0::3 (.CI.P^�j Ioll to j BUMEa CMPORATI'ttt• Ina laaITS, 1 wrendenta. j tlY � c �: � vi . The Ualted iktatea at Aurlea, hath& this day slide epplloatiaa to the �')urt enter s tdpeat an s Cwoltsatiaa or -stria, heretofore filed thte any, sex. up,n ciesideretlan tbsrur.; d at the Coadsa!asti-)a u3a0lalat riled barela 8414 DealaratlM of '.eklnr. the statutes In Mdse rde sad peseldeda sad It appearing to the astlateatton or the Oourtt I. f abet the halted LCJ"" u Aaarioa 18 entitled to ec,,uir+ praperty by wiseat 40- j4paee ss set Out sad preyed rot is •aid Complaint; J r/��• ir t t 6"0101at to Caad"Astlan ewe riled at the roQaeat and under the asthorit ,�(,dal�aat eeetstsry at the Iateriar or the united &itetes and the ..t Corney Gador$, of •_�1tN' �4taai i ' 'Peat Nid t:mplalat sad Lselaretian of Taking, &tate the authority under which and 110 sde rot which Mid Is Sea taken; that the Assistant .;eorstery or the Iateriar 10 .. t•l •tales la the Der&oa duly autbarlsed sad eapowerad by law to aclaire lean such �Ms10ed ,1a the .:aaolalat. fox use by the Ualtad 'itat as a: wmerius 18 easheetioa witb. +, contre1 +11ey ProJeot , -aIIf)rnIa, the bureau ar Lao lemetian, United Motu Dep.rtagati ;', the In spier an,,, Che ttorneq uen.r: 1 of the L•nitod Metas Is the person *uthorlsed b H t ' y Sawt p Olrsat t!1e lr.dtltutlIn of such c3ndemr.eti,)n pr000edings; CU1.1;: :hat said �eclaretion Jt' fakir,: cantulna (a) plan tZZine.. the lone to to token. ! I (b) A description ci the lantaken, sun iciest for ldentilloft tion thereat, (c) A state,.lent o, the aLtete )r Shteredt taken in Sala lead. (d) ti steteaar.t o;' a sum :' Honey estimated Ly astu , _elutant :.*a:et+ry or the Interior Iof the unitou .,tato* to Le Just cne,rercetioa for the tekine. 11' the estate sad interest sou"t U be take:, ar.,, c:)GC6 ,,eu In _ei� 1»: in the sum I,' :10 110C dollars. ,vhlcn sues at t!,r time J•' the filinv of sold �eclaretl r, If .eking wed jepoalted Ila the h,"lutry J: tr,c cIua t :.I1 tr,« ,s0 1 the p,-ra)ne snit, led the,aU, (e) „ stntarcrt t.et In the ,pf, in c, :is id i,_dlat,:rt -ocr,tery nt the :starer of the Iwalttd ;at+:. t!. , ultf.-:te •,•.r,rd .'�r thn r:1n:• i; tt.e estato sac interest 83upht t be taken W oondenn�C to s+1d In nu r!1: t+ it"tr. tie ?imus pro c(:rIbeo t vonprose i . .r.Iy `.. L .E " M) thot there rooted in the United \SUW o31' „,er !ce the rlrAtu at,, rivllcoesto ocnetruct, operate sac painteia a treasaiealoa , Ilia* or lined with ail steel Ir wo')dar. t')wars, pot••, cross eras, catlou, w1res, supporta futures, GeVlte.., an(- st,r.sl 11-le” uuee or useful In the opereti-)n ):' ,into traaumisalon line (or foes fr,, 'jrer, tl.r)u,•r. enc. soros the lard psrticut rly eeseribec in ..chod'.la 'A' hereto "taotso one no-@ a pact Le,eor. �aie tr.:.a-iasl:r. line or linea ,no every part thereof aha 11 bt Iooetea :n tte lenau ces.ribeu In salu ^_c!,s(.ul@ A'. _uic treasK,iesioa linear lieu }s1s11 have no more than three lines or rove of towers hasten on the lune, usucrlLeu !r. r„rcolc vee sr-6 Tw) anu tw3 rows 31 towels on leads desoribs LParoela ':hcee unc r�•.r, e*un o. •./hlct m9y t•• erected t'rom time to tic.+, *Good to ,or I rahastoa of •11: ,,lthin daiu In:,_ -,^u ,.p-)• ,r.1cr ti ipso ens cetle, n„•r to strurr ane added to frog tlse ti tta.e. -alp L:41­%I-6101, :Sas cr es,t. 31' _nlu trsnsrlsslor line or lino iiltimtoly %ay tr,namit tcltu, 2 up to .?0 kllnvolta, ire or leu. :Ge ea tote token Includes all rlents �r tt.e owner I. the lac t- use the loco egecrlbea In .,ct.oculo 'A' for the purpoao of tradseittir.g eleutric energy or to gr+nt oauenont* tt.er-rcr t9 any other party. The *state ialalI also Include tt,s rlaht an. privil^Fe to enter upon the ljnc de,crlbed In 6ohedule •A•, t y and travel sloop, patrol, :e1w1r, contr-)l, use Ind reconstruct said trensaiseioa 11” hese ane ti remove t anp Plaut tress, bras- or other obleota interferinp. thesowith ar o••idarod by the Unita,d ,itotea to t• der.gernut, th zsto. The •_tate also Includes the right privilep to permit the "tteet:tttent of wires or otters. tc, force, nor any Permanent r3ed •hell be 03astructsu to fallow elonr the route o: gait transmission line or lines, 010e911, •tees••• permission Mr the ownoc or t!e len,. herdic dosoribeG in Abeduls 'Ae, his Neees- N or •ssidtna. The estate hereby taker. Is sut>jeot to sad tt_rs is reserved to the 301"t Lad daaeribso Sn ZGhedule 'A" tte right orG •. privilege to cultivate, use and seatlOp ti~ within the limit• specirlea for any purplas oocsiatent with the rWt sae prIV11 *&an sad which will not intert'ere with or endanger say of the ogaipownt of the/ {fit or the use thereof, provio•e, however, that this onlop ga saxamervstlaa SMU ' r • the right ago privilege of the owner of the lane, his al94e463118 Gad ggd.og 14" �tlll a nail or wells for any purpose wt tsaov•r, erect buildings or stftotaage.at 0 • up a•terials. within onld liaiserohard tress now growing gp30 said Siad if. or removed by the United :.tato* if chewed to Mob o holdt •oasider"jor •��• 4 to be dangerous sad An new plantings at or•hards.ahsll ►s thersaa e:oept Y, x AM of the United States. ir:.,la' the fester•, the sf:Y•r of the Uaitdr 8y� 7lgSeat shell determine the t ih� r1 ahc ane 1 privilege hereby Walk are as lgtt�i�'' t t pr2Jeet purp!)ee., an Arpr3prtste n.)tIce i1 such determl oti)h st,ail ce rilesre0 ro Cy tia 1n the office 3r the '1unty nec:)ruer Dr se to (.o.;niy, In whiut: Che lanu inv..,lvea Is lc Ce ted, and, therear' er, all right, tit 1, arc lntorest or the l•nitea Ltat e., in enc. t, eucC �or�rs 2f the right anc privileps hereby to Ken shall. ter-lnstc. : ,e rhea : tutee Anel, cera In th- o,)nstruetiin sea maintenance 3, solo transmission 1,n,, :he :taht eco prtv!1•re nerrbr taken in subject U ezistinp righ'a :): we? r7r hirhways, roaes, railroads, ,anile, 'aterelo, dltahss, flumes, siph2ns, pipe lines, )ther electrical trantlmteeIDn ilneq an(. teleph)oe er,t telegraph 11006 c.1ve1ing any pert i.r the land d-scribed 'n %checule A," Bzceptlap frim th• eetere t9ker in the '.s rd deacribec: in Parcel 'rne th- -nae-,•nt 1r e strip 3,1 lanu e•t t'irth in said -chedule :55 rest In tv!Jth. in,, richts in lnnd ih ut'icv thereon, o5nveyed to the �nited Ztet a by Ji•,- , L,rncnobr ncc , in, tot.,, Cr nt o1' .aoement , a,,teu LOW LAr 17, 1j:.t, ,n•. ,-c3rLed Lece,,bcri , 1�4 in velum• ., 2f Official Roc3ras et pe a 1 ' in the 1:'t ice 1r tr.r �� .r.t , ;., �r er n:• a !c ^.idly .�.nt:, Asia 255 -rt a,rip � 1,nu belr..• a'.: tr;.t u�rt �, ,n .Tins ;:ir.s�Iientso rri t �� �� .unrz t:inirtP lain•, vi. 'rn)wn as Wf:ser l _urvey sL47, lyln.• ,rlthin 1%7.5 lett an t:e le rt, easterly side, on, 117.5 lost M t I a right , or •-.e-t rly bi(;s, ')t' the surveys, Oc+tl3n h-rs inbefore describe, tt.r3ugh •ala :.chin Le. ..nu swept,*v from the *.tete teKen in the lana describeu in i'nre !l :vr-) set firth in Said iehaCuls "A" the easer.er,t. In o strip 3:' 1,4r.. .55 root in wlatt, sr.0 ritbts In :'6r.a abutting thereon hurat )r3re conveys, t3 the Uniteu _t.tes, as 1, 255-1st strip Erin.,• all teat part if said Parcel :\vi lyi:1, witt.in 1,,7.5 , •et ,h Lee lent, it east-fly site, etc. 117,5 fest :)n tte rlrht, -)r westerly alas, it th• utv"yet. lie .!�n line t.^r-:r.tef�, sacr!t�c throu.h L4 Id ?:roe! '.;77, .�r.c ezueittns, .-rr tr.- eta,. rnr ih It, 1•..ou cAscrites !r roe: 'hrae _ to sato _chedule "R" tte -senent in a atr1.. , '_,r- r!- : 3r tt.- . _ . of .ct'. i.-. 7�,n- ship 3,, !::)rth o: Fu,r.,e 5 -at, , :set In widtt cinvey-r. tt- Ur.lr-c _ta'• t•• nt of Easement detea ' re 7, 19. ), and r-�c2rae_ .,ur•ust Il - 1-1, t In 11.n•: :G1 3 '.:Nc!,1 i.ec3rdl, page 310 In the 3t'flca 3r the L3.nty i,ec3ruer �l' sale. _has'.* CIunty and th^ er,ae-+ant !n a strip of lar.0 In tt.e 'r:j .if ailu Lectlir. c7 In 1w:n3:.1p 12 :!.irtt. �: :.,,nr•" 5 eat, 175 f+rt In width, donveyed ti the Unitec btates by Grant o, asrment u,r,e, :my :'7, 1963, eh, rec.1tc.ad August 2b, 1943 In 73lume 267 2r 0:1i-ilel 1%.c2rc3 at para 317 In the *:flee zr the c:austy bec2rder 2f m+lu -heats ,runty, enc the rirh'... in lanca abutttna an salc strips ar land "s Osssribed in sato Crants of rsemact. And excepting tr2a the estate taxes in that y.Jrtlo„ 2: tte lbn, aescrltea in rcroel ?)Ur sat r2rth In .810 :rcheuule "A" %Llch lie. In ..,oti:)r. 27 the oes.,mer.t in tae strip 31 lam 259 rest la width sot the ebeeGeStln the strip 2f land 175 feat in width, and tEe rights In lead abutt"S an ,ala $trips u' laaG, „ described In ss Lu Groat 2r sesesent from Fabert t. Mailers t* the unitea State,; Gila excepting rt= the ,$tate taken In that p2rtle0 r the lend �essrihed In F,rGOI )aur wt%bb lis, Ln Sootl= 28 the ee,aafent In the strip 2r land 175 fes t lel width and riots In land abutting th►rs*m, „ described In the grant 2f 3msement tram Gaited States "Oltisd, Rerlsiryt and I!I*Lai c:onlpeny t, the United ..tats, dated June 23, 190, and tsesrdsd Septeaber S, 1943, in Taloa, 20) 2f Orriciel Fe02rde at povs 11.6 In the 211100 of C2antJP ladarder of "In Shasta County. AILD the right t* Just o2npenaetl2n therefor vested in the pere2ne entitlec thereto, uD'e the rklltt!g at rid Doclarston of Taxia,, end the depositing In tte RlxLatry 2f thts Court br Mir sea 2f 9I T!7 TF.OD�AND A!1D NO/106 L>OLL'.RS (,60,060.00) me herolaabove reait.ed; that _Id i i : 2Mda ars do *"d to have bean token end condemned t'2r the publ'e use of the plaintiff, ss I s,th:riz-d ty lcw, and are neceseary sad suited tc sato use; that dust canpenaatlaa far the tatlIIF al' ,aid lands bhn'_1 t" mscertiln•d and 9e!ardsd by Judament herala. 1" rL •U=, '�?. ^F:..LBL, ,; ,n't. :` 11': UFC' ?^U that the Unitsc Statss/af America and its �,asdte ate entitled tI Immeelete paasessllr thi '_9na deacrited in sold Schedule "A" and ddsadeats and 811 pereans in pasael_sl�n al' e 1u lnr.d , ar claimiag an intersat thoroln, are jysreby orders,: to aurrencer s:+Su ler,a fartCwith to ",0 UnitAc States, and this cause U held .Ved far such :urL:.er arueru hnd Iec;ens a. r:ay to necssaary is the promisee. Wee 1.. aper. autt .1st ue; ar ^uta ter, 1947. :udce, �nitou ..totes Llstrlct ,.),utt.y .ran ch^rn �letrict al ­11C_irnia. I hereby certit'y tr. t the anneaec Instrument Ij I ;rc^_ r,:. �.tec ca,: a: tt.� iripinal an file in c.p �fClc�. ler,., I3trlutcurt of t'e U.�. (Llstrict _iurL ,.•ul) I-Irthern ..ia•rict of t.�Iif,)rnie. y ! 1:,^,y�rt, Coa.ty dark i '_�:frirl'LF. "A" four ;. rc•la 01 lanu oitua•a !r. thn :surf: of _Mata, ..tate of Calif)rnis, anddescrlbed jos hllaws: (! P.;.. = ^: .:: 1. ttet pert a.' _"ct!xt 22 !n 70wr.:_,.Ip )' ::artt 1f Liarn 5 'est of the �7sat Liatla ::e: laicn, iylnr ..Ittin 1.7,; let In the 1eft, ar eneterl^ slue, and 170 feat oa tie rio.nt, ar •,e .terly a!o a1 tr• _urvevic lac• t_,n :lr• cescrltec s 1a113we: i beVin•,'^v at a !Dint tt.:,t In L•. :.,rtt. tc.:n(.er;: a. Selo _ecti)n 24 enc Ss distant tbs — �lav :rut . •;�'j;' .. _t at y.; r1nt.,.M fart carter corner aC sale "otlaa 22, and rust le ;r.e:. a -3t tr,, 13*)�' ,r" .. l;>t.t. f•et; u,-�r cu .,auth F*44'4.5" ..set 3773.o teat t3 a vaidt hst in ue s:uth C7Ur.Guty a, w,lc ..actl22 enc !s r.ist.tnt t!, teelinte Garth 87.23' is.t 7i1.) f.st iron t!.: s3uu.:,•. L cats 1 1. ori: —edtia: +'•••`�.... "r : atri, ai 1.n6 Cavin,+ tr.e un11'u3 wtutt. a: )uL fa t, whale measurable at right er•/tlu-, on, tains ell tt.st n•u t I. t: ..aetian 27 ano the of -ectiaa 34 In asashlp 11 ::arti; 31 haa,•e 5 •e_t ):' tUc L'aunt . ietla Gerldtan, an,, all that pert of the wj t the 91 sr.c to z:j of the .j if -eetlanj�, the C:j 3r the aj sad the 61 1)1' the M; at Seetl8t8 the Ej of the 1:j of ..eattir. 15 and the northerly 1795 feet ar the 3S of tte nk of 81Nt!!a !a -ownsLip 32 tlarth ar, 6atyte 5 .rent )r the :,'n:nt .iabl3 -erinse. lytae within 127.5 fee the left, 3r easterly slue, and 232.5 feet x the rlpht or westerly old*, ar tbo 902ter6" atl�n line described %a fall*ws: 8e61anitti at s patat that to in the mirth boundary ai said Seetiaa 27 In ?3m ship 33 Orth of Fan.' S vert enc In eletaat tharwlanr t:arth 4702700' Best 751.3 (tilt fr*a tee i t aarnsr 3f said ..oetl3n 27, arc runni-,v these• ::?uth !•44'45" ':Get 170.1 fostt ! 4'3015 !root 5270.1 feet tae y 1 " 1 tr C. paint that la !a the earth baaader at Y!� • N st haat thmregl3nr N3rth 25.29'45' Cast 1229.5 foot rroa ths'aarthwest east! 24; thence Lauth 4'3 '15" cast 3032.3 feet; theaoo 832th 9'51.30• Ust 34 Wiat that is in the n3rth boundary of s61d Seetloa 3 sad is dlstsat tkomli4 11'45" Lost 1889.n feat froa the northwest oaraar of asid Scotian 3; theses axth ~, ,t- 5232.y feet; thence South 502310u" west 405.1 foot to s palet that to la .tlR A., bid Section 10 angle distant thereal3ad South 866489456 Not 169.6 feet froa ass �o braes of bait: ..ecti:n 10; thence South 5e23'CO" Rest 5334.9 foot to a Point M.W t_ >etb bauadery of said :+eotlan 15 and 1s distant thare6130f 33eth.80e00'45' bet 2W. b the northwest earner of said ;octOn 15; thattds 334th 58.23'00' Test 5301,.2 feet to :� rkt; thence sIuth 2.15'2,5" _ecl 4957.9 f^et; thence Z311th 34.13'07" :ant 5397.2 feat; tbdfiA S�otlt 18'56' Lest 3861.6 feet t') a pcint that le in the uuth Dauadery >r said Ssotl,n 26 in �f xg,bip 3C Nl rth Df i,snro 5 .'e. t angis distant thareelirut S3uth 87.16' 30' Most 1974.2 feet tis the Southwest c)rner 11 iild ...et'30 1126: tt.er.ce ;:luth 18.56' East 5465.2 fest t3 a �pLlnt that is in the eluth Dvtr,cerq c; gal a�CeCtIIn 35 In ^ownshIp 30 N3rth 3f Reaps 5 west di�'er.t tnereel'3cv Siuth P9"51-15" 7n.,t 1719.9 feet frim the e111theest 05re•r ,f said S•dti3n 35: tt.er.ce --':)uth 18.56' °.Hsi 5!6'.:. feet t) a Wr.t that is to the ao.uth b3undery or Iselo ::•etion 1 to '. wnsnl� 29 ':,rtr. ,; ?:enae ; •et end 1:, cistent • t • _ th�resl�np North e9 S3 15 Ott 12..5 t rrD th- eb,thwn;t c"rnsr �r ;aid -ectl,n 1; tl.e'ce ::cuth 18'56' East 6925.0 f•et t, a p3int,if. the cent,rilre i. ."t ��.• d .reek cn the b"un(.,ry between the C3uaty >f ;Leets on., aunty outv•a;• Jeat!"n lire c�ntl-:e . tr,anee :.Muth 18'56' Y.aat 41)5.7 tea' n t:e '"th t: un�nr �t sold :.•ct')r: 13 Ir. :3woahlp 29 ti�rth if".oars , est d:.:.'la distu:.; [:.c,r3;ir; .;c; tl. c' e,t 15.1.5 rc"l 1rc the sauthsest ernes c: .,yid _ccti it 1)• I ?•.h�:� .ou": .. blit; 11 1•,r_ r.evinr the unllzr'L .,loth 71 25G f-at, whets 2eesurshle at rtgbt angle.,, te17p ul: tr.tt i-I it tie :.:c, J1 .,cat1 r 17 er,c Dc ectl3n 28 in '7tasni� :::f:Lt. i, ..:nr•. 5 .•e.,; tl." Want ­",tl.1 ::e:icier., ly.nr- within 187.5 feet zn i tteleft. "r ly a,l_o, .rc 5 f^ t tt.e llrht. Dr •)ulh^tly Arte, 3r the surveyed 13sati"n '..:.a �e;,cr!beL 1,3 ..1% I i _n, to .1 .. ,t a p�1rt .. .. r,r'• tr:c.•,r:• D: $atr. ...ct', erg. it clst-nt then •at r ��:.. r�r _ :'O, er, runntn P' the it' _:1� :.ect!,p r v.ar t t.. ' 1:.?. t r t -ce' northerly c)rr.•.,. c•t.eer. _ ct . ri: t 17 !.or-In- Nr�r• tie. . _ r.. , :c^l th-r.ce „",.th -C•J7'1', r rvrc. 'nr. uoscrlte(. ,s Lute .. 3 r'r rt 31' i •cti ! _ .1 ,1 , _, e, rr• !"belt -.enc-rs t3 t!• ::r.1:c. l; ,r -:,t,..•. .. ., :st 1 ,41 11. '.�1— 203 3f ^ '1'!c lel 1K3r::• at 3i) 1.. tt.e 3.11,•: ;t :.ty —C)r e ii c 1, _t.•.t t , ,,.nt", no 1d last i s'stl:ne,. ;, ,lt,t ls;t.t. ,.l.,t :.t _7.111 ..e. r feet iron " 1. lr.t tt.st 's in the north ibssdsry i1 , I, _icl_ r, .7 (jr.,. 1�; clatent ti. ;e,17r., _cute c,:•33')G' .:a. t 1>); v 4�� ��W 2ri� t� s,es.p.wv t N i�,�� � — — — '4►'•r s.Yr� i i:.i+..wr _ _ rril r {� �iJ' t��4 i� � 8 r t, �814 14 taws :I ` a ted I ' I � t i a tYW ♦�':�� syr--�t i a � �,���� � � g ♦ q � n t s•� to tv. -. YYsasa � � �tWtp '� t �s� it 22 Iij r4 ��jh�tq A . 1 ��t � t�� • WiW�O i Z} O. `� I i .'��J�yn z Y y�Q t 1 S�F��WFi2 � y, 5% yW � 4 I` 4 4 tt �yW�W3eW bah 0 IS 14 � ii2�aa2;��tiv4v tt � c5 �tl OAJ�t b W3J - � ► b \?k � 2 I ` � yy � 1 Adoo�t4- K � o " y � d ' � s � , �t4 ►,2AOe�.UC�3�l� � t�� v1.�3�E�tieu � _ — _ _�_^^ `— 14 lip 0 ASM x �{•1i k ►.e� � � � t �° a�. % gyp. 44 �� F' o3 t`� jq �vl� A �4g � ►b.�v ' ��ttv,e : ` i`a: Is y+ 6 �t A Ak yy,, ♦. t v 2As W � A►� At yuhMW tuMh . ��� tt�Q � , t�.j�M� �j4`s��yt4�3eai�C w�l��v ;����� �2 Ur, v�� yy t � v pe W ��t 4�a f�•. � - �4M�WC�M Q2b�4tZV�W k W�U�tM AQ�6 Av �` t ��t r�vt2W5v'Ktb\ 3 j L= A,3 v: h D 1j '� ovt�AA� 1 a2Q<tA t°►. �3AUt WW oW '� t�fA��p��2 ,eWM ' 4UV.A\tW2\ � titU�.3�:��, =-�::_=:• 2...�'..:y�r�,��V�h'D�D, ;.�l�fpr) � : '� .'-'�' 695 4 ANO 1`1111*0111 II(COSICK O MAIL TO • `:vi "California Bio-Resources I fees AT EMMI or ,. ' 1003 Yuba Street, Suite 3 tWARANQ s pp R.edding, Ca 96001 ` EES-ri.} . `•• --�.•r CALit _ i MSR lrl 985 ::.. • MAIL TAR STAtEYiNT!70 � /} as directed above • I ..� s L r 1 - } -- — " ---- SPA-'E ABOVE THIS LINE FOR RECORDER'S USE - -- ;. �•r NNO", Individual Grant Deed T11 197 •�2 1131 y r-7—i*_-_ _-_._ _-_ -_—_ - r..�Inww lVwM.tlw[O[I��rCVI.1�l[+4♦♦uw[M ,t•. .: j the undcrsigncJ granro-ts)dcclarrlsl Documcntars transter tax is S 7866LIM 891.00 y ISIr x ) cnmputol 1m Lull saluc oYl3ru)3(•rts rr,mr}'cd,or I crnnl3utcd on full%':luc Icss salty of licca and em�umhnncrs remaining at time of sale. i ( Unincorporated arr.l ( xx)tats u1 Rn_ddina and Ut '" U-0111 A VALUABLI-1 CONSWRATION•rcceirt of whicn is herehs•acknowledged. W. JAXON BAKEP, conveying his separate property, y f herch.% GRANT(S)to O —1 I NC. CALIFORNIA-BIO RESOURCES Ida California corporation, ` � rhe bO41RlE¢x1if3eieaktt•al I+n+peris 1n th( j q Counts•of Shasta .Starc of r1flirornia: described on c Exhibit "A" attached aT,d by this reference incorporated herein, a i RESERVING THEREFROM all rights to sand, gravtl and aggregate for a p^riod of 5 years, as provided in Exhibit "B" attached. 0 " This conveyance is made and accepted subject to those conditions s reciteJ on said Exhibit "B" which is attached and by this reference a.:. incorporated herein. t i I a 4- January I)atcd: W. S;;on Baker �I ATt OF CALIIORNI:\ CUUN h'OF Shasta }`� on JamerY 18, 1985 nerore `F I me. the undirmW-ed. a Notary Public in and for said Stec. r%""mall"appeared W. Jaxon Baker _ per—nallskn1•wn to;ne m proved to me on the basis of sat rafa.tnry erdencc to he the person—whow name I wbacnbed to the —thin instrument and acknosledged 1 that_JJ?_ executed the acme 1 t' �" •' `j•1 t 111.1'iS tqs I, J and++thecal seal. „y` I Alr I �,aOEA r - • lltl th,krN.,_896�5 I..n,w,wl.an`.1 i - �1G 2�J JOL Wo MAIL-rAXSTArEMENTSASDIR_CTEDAOME' r F.1-cel 1 as BhU c-. i rcrI k . 2-b4 for W. xcn <' 21, '_984 in Bock 24 rf Parc—I Mas dt -CL,'t records `:ctierb, r f r E.zoc 1:8, ;F_zsta �conte• Records. FAR 17 2: An eas"'r-nt for utal:tY purposes cY�cr, lndci and ,acrrss a strip of land lyLnn EasL rly of and adjac nt ten the folIcu ro 1u-c: RWINNI'%, at the rlost Swrlxrastcrly orrner c f F arcrl 1 ,as shown ^n Parcel I4:p Vo. 52-94 for W. Jaxcn B,a<er reccrdcc: ':creator 21, 1984 in Bock 24 of Fa.cel mars at pk)ge 118, S21astj County Records. Said curner bei a cn the Nor.herly Lxxuxlirf of Clear creek Road as sown on sa`r! rnac: tt1e.'ur`:ortti C1°23'11" East, .i cils:uxx of 2614.00 feet and tx, Point o. rcc_natior. o_ sue ILie. PhRIT. 3: Ar. easdsrrr,t forhili_.; Furloses l0 feet ir. width Over, under and across a strip r of land lying Easterly c_ ar.•? idn, c,t to the 'Cl;ow L-r described line: 8cz IhvIIiG . ' ..IC -lost Snuthcister!'.- corer of Parcel 1 as sho6r, on Parcel stip %o. 52-P4 for W. Jaxon Baker tecordoul carr-ter 1994 in Boot, 24 of Parcel maps at � { page 118, :-.Ista Ccun., Records. Say:! cc'-r- ;Xi,-.r- x the Ncrt-hcrly boundan, of Clear Creek PLad .is sl�(.ur. on saa(; map; est, a distance of y ; f. 2614.00 feet and the r_cint of termiriti,-i c..' said 1Lze. n 1?a:taM 4. 1 M easerzer.t cop electrical trrL.srussir�r. .�•xs .zrd ircidr•n•.als �. acrc,ss a strip of land being L00 feet in wicir and lyinv Northerly of ,vc a. ic,rt ro t�c rest S ut.�.c rly xz rxlirl :: FarcY l 1 ri,scrilxxi in he drr+d to J. F. inc., dated Vovemxar 30, 1984 and re-TadEd ' .r 30, 19i4 in Wok 2109, paac 661, hast. County Records. Said SoLtherly &xinc`v}• being the No.-therl•.• bk.^.dar; ! of Clear Ci,::-4 Road as described in Parcel 1 therein. 7be ctiuooses of tie casrr^t shall include the, installation, maintenance and 'peration of a high vclt.lge elLK rica. ranstnission line rranarittinq electricity r: and free Parcel 1 as shown on Parcel MaF No. 52-84 foz 14. Jaxon Baker reccr�ledl %k,tstaer 21, 1984 in book 24 of Parcel Maps at pave 118, zasta County Record_ r J a { An easement for electrical tra-MUS_.cn line and incidentals thereto over and across t a strip of land 100 feet in wilth and Tying L:asterly o.` ar-' adjacent to the followi.N described line: BErr%ING at the most Southwsterly corner of Fircel 1 as shown c. Dattel y4 %o. 52-84 for W. Jaxon Baker recorded Nover er :1, 1984 in Wok 24 of var^el Maps at i page 118, Shasta County Records. Said Southeasterly corner bein.7 a; ttze Northerly t boundary of Clear 'rE_A Road; thence North 01°23'11" fast, a distance of 2614.00 feet and the point of termination of said lune. e The purpose of the easements descritcd as Parcels 4 and 5 herein. shall include the installation, maintenance and operation of a high voltage electrical trar-mrission line trans+i.tting electricity to and frau Parcel 1 as shown an Parcel Map %o. 52-84 for W. Jaxon Baker, recorded Nove^t-er 21, 1984 in Book 24 of Parcel Maps at pace i 116, Shasta County Records. 't r a st 1 - Grantee shall, within a real naL,e tire follov:in7 Fetruary 1, '085, :. present Jaxon Enterprises, a California corporation, an agareaate extraction plan and scher',ile, including the depth of removal as specified by grantee's engineers, which shall be reesonatly consistent ` with the City of Reddinc's auidelin.es for ac',recate removal of industrial preperly. Fo lon,: as in the opinion of Jaxon Enterprises the supply of mrt_rial is sufficient and can be economically removed and processed, Jaxon Enterpr, ses shall have the exclusi••e riot, Lut t not the responsibility, of rercving rerchantatle acoredate fcr a period of five years, or 3- n, portion thereof, from Fetruary 1, 1985, or such lonuer period as ray 1,e 2,Treed to in %ritincl Ly the parties. / ('rantee shall, at grantee's ex^ense, r)ttain all necessary plans and permits. Jaxcn Enterprises shall le-ve any area upon which aagrenate has h,en removed in a -ou-.h-crrace state. Jaxon Enterprises shall excavate a pond for cTrante•r's ter.cfit to be engineered and staked at �C grantee's expense in the appcoxirate size of 300 feet x 450 feet x 10 feet deep. Jaxon Enterprises shall rer..ove the rerchantable (Travel from said Pond and stock-pi e any clay or nonrerchantatle raterial in the Genera: ar •a. Such CX-avation shall to completed with Jaxon Enterprises' drat line at its ccnvonience, tut in n� event during the months of "arch t~rcugh Cctoter. Tfter five years from Fetruary y 1, 1985, grantee :nay property. >. �. g prol:ilit any furtt.er excavation on the Jaxon Fnterprises shall supply, at crantee's request, insurr.n.ce A P certificates for Iiati1ity and vor!:^en's compensation cove rige. :'rantee shall provide Jaxon Enterrrises with recessary and reasonat,e .,cress 3 for a care^ate removal. ' Grantee shall not use cr allow the ^r-perry : escrited in thisiec,i tc 'h be used for the marufacturino of, including t.ut not limited tc, construction anareaate, asphalt, concrete, or aca_renate pro&.cts °-_r a period of 10 years from Fetruary 1, 1985. The remedy at la;. °cr breach of this paragraph teinR inadequate, crartor and ,'anon r rtarF rises shall be entitled, in addition to such other remedies as they may havr, .� to temporary and injunctive relief for any breach or threatened trear-h a of this paragraph without proof of any_aetual damages that have been rk.I or may to caused to them ty such L• 2xch. All rights and responsibilities of Grantor and/or Jaxon Enterprises hereunder have been assigned to J. F. Shea Co. , Inc. , a Nevada corporation. 635•� 213Zr�- 370 R� I i , , f • '� �. 265.' - t "WNWA comer a ` RECORDING REQUESTED BY, ANDS • j WHEN RECORDED RETURN TO: e.ow' `cx If GRAHAM i JAMES ATTN: Paul N. Dubrasich, Esq. AUG 2 81987 iT One Maritime Plaza, 3rd Floor r ' San Francisco, CA 96111 f R OF DE1 RESTSIM? M9 This Amendment of Deed Restriction is entered into effective this Ij.,Lrday-of July, 1987, by and among w. ;AXON BAKER, an individual as his separate property, JAXON ENTERPRISES, a California corporation, CALIFORNIA BIO P' RESOURCES I, INC., a California corporation, J.F. SHv—A CO., �P INC., a Nevada corporation, CONVERSION CAPITAL CORP. , a Delaware corporation, DELMARVA CAPITAL TECHNOLOGY COMPANY, a _ Delaware corporation, and REDDING POWER, a Joint Venture. N WHEREAS, on January 18, 1985. W. JAXON BAKER, by deed recorded March 11, 1985, in Book 2132, page 365, et seq. (the "Deed"), conveyed to CALIFORNIA BIO RESOURCES I, INC., the real property described in Exhibit "A" attached hereto + and made a part hereof (the "Property"). WHEREAS, pursuant to said Deed, W. JAXON BAKER retained r r certain rights for the benefit of JAXON ENTERPRISES as $�. described in Exhibit "B" attached hereto and made a part hereof; WHEREAS, certain rights of W. JAXON BAKER and JAXON ENTERPRISES have been assigned to J. F. SHEA CO., INC. ; ' WHEREAS, the fee title to the Property was held by CONVERSION CAPITAL CORP. and DELMARVA CAPITAL TECHNVLOGY COMPANY as tenants in common; WHHREA�, CONVERSION CAPITAL CORP. and DZImim;. CAPITAL TECHNOLOGY COAPANY have transferred their respective interests in th3 Property to Redding Power, A Joint Ventures i WHEREAS, the parties desire to amend the deed €i restriction referred to above, .; NOW, TKEREFORZ, for valuable consideration, receipt of which is hereby acknowledged, each of the undersigned declares that the restrictions contained in the Deed as set �. forth is Exhibit "B" are hereby amended as set forth on Exhibit "C" hereto. ` 5=2340m 450 : a IN WITNESS WHEREOF, the parties hereto have executed 4 this Amendment of Deed Restriction as of the day and year first above written. _ REDDING POKER, A JOINT VENTURE W. =RISES, By: DelWest-Redding, A Joint JAXON Venture a California corporation 'J' M By: Delmarva Capital Technology Company, a general partner By: of DelWest-Redding, A Joint Its Ve By: CALIFORNIA BIO RESOURCES I, INC., T '4 M r o na ment Comm ttee a California corporation By: Western Cogeneration, Inc. By: a general partner of President DelFest-R i g, A t Ve re J. F. S ., INC Y By: /� ✓ a Nevada rporati Membe f Manageme ttee of By: Z/ n :ts: By. ALIFORNIA BIO RESOURCES Richard Rowan '. I INC a general partner CONVERSI�qN CAPITAL CORP. , a Del eco ration By: - 0111 , rj Member of nagement ttee By: << i..,. Pres ant t. DEIMARVA CAPITAL TECHNoLoGy Y- COMP Del ware corporation By: Its: t , E "w -2- 4L 2- wx2340w 451 ` 4 STATE OP CALIFORNIA ) ss COUNTY OF SHASTA 1 ; t On this �Zl}te` day of 1987, before me, the undersigned, a Notary Public in and Sor sa county and State, Personally appeared w.JAXON BAKER, personal) known to me or cs me on th! basil of satisfactoryy proved to e�•_dence to be the person whose name r is subscribed to the within instrument and acknowledged that he executed the same. _ OTc,U.ORAL , "• �L1wFTTE t11AD0� �G ,L,��.��r -,,.^ •„'K uu.e... Notary Public w.n.ewn. COUNTY OF SHASTA On this 'f day of 1987, before me, the undersigned, a Notary Public in and for x&14--county and Stace, personally appeared b personally known to me or proved to i me on the basis of satisfactory evidence to be the V,, �;i/,,f Of JAXON ENTERPRISES, and that he executed the with n natrument on behalf of the corporation therein named and acknowledged to me that such corporation executed the within instrument pursuant to its ! I - a;_-2La resole f its board of directors. n//I,"L '4:AL IM MEM SWA •�,ws: �W,*.” ! Notary Public MUM ; COUNTY OF SHASTA ) ,} f On this „1 day of C(!«r 1987, before me, the <Pn dersigned, a Notary c n an or said Count and State, rsonally appeared/ � I ice'"H le ; personally known to me or the basis of satisfacto proved to mesatisfactory evidence to be the President of CALIFORNIA BIO RESGJRCES I, INC., and a member of the Management Committee of Redding Power, A Joint venture, executed the within instrument on behalf of the co acknowledged to me that such corporationtherein named and instrument executed the within f pursuant to its by-laws or a resolution of its board of directors. Notary Public i ss��eer� f . -3- . m2340w 452 ,��, 'g ,,. '�11'►r.`' .+. .is ` :� •.'' � _-mak _�;e� - - _ - � , ST'rE OF CALIFORNIA 1 ss ,4 COUNTY OF SHASTA ) t ,1 On this eZ day of f+ ,r 1987, before me, the o undersigned, a Notary Public in and for as d County and State, - personally appeared Iew&e0 vwwr personally known to me or proved ,` to me on the basis of sat sfactory evidence to be the r ' of J. F. SHEA CO., INC. , and that he executed the within nstrument on behalf of the corporation therein named and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its !7ar )' ir ct rs. OFTIC1Al. SEAL Elf Aft G EYKEISOSCH Notary 1 C �K-Zzi0'Q0VA IT N_., sin►oaerrr STATE OF CA,LIFO as a+'� �"1 it 1M COUNTY OF � ) n x-Lb+f" SI / :. On this day of r,+ 1987, before me, that --ae• ; p undersigned, a Notary Public in and f, sad County and State, i 71 personal.y appeared o�N r r.'<�t���� personally known t-9 me or proved s to me on the basis of satisfactory evidence to be the soma•„ v Of CONVERSION CAPITAL CORP., and that he ex e ted the w > 1 instrument on behalf of the corporatio�f th d ack ledged to me that such corporatio��ecutedthe. t n at nt its by-laws or a resolutiots' pursuant to ;b cto a. e �WARE NOt y 1 .0 FFT(71�L CYNTHIA D HE"FDA STATE OF E14E-:,+rard ZA ) as NOTAer rueUC-CAL I.01PRA COUNTY OF ) LOS Maas CIYMTT i �LE sI ew.. Now un 1. 1"0 on this c�bth - day of 1987, before me, the undersigned, a Notary Pub is nAhd f-o-r—s—a-R County and State, personally appeared �. personally known to be or p ov to me on the basis of satis actory evidence to be the Of DEIJWVA CAPITAL TECHNOLOGY COMPANY, and that he executed the within instrument on behalf of the corporation therein � named and acknowledged to me that such corporation executed the within t instrument pursuant to its by-laws or a resolution of its board and of LF Notary Publ c :^,�� D 4 Vii: •"• "1-�"� M2340ma 453 t s t•. AIM ._ STATE OF CALIFORNIA 1 ss COUNTY OF LOS ANGELES On this 19th day of August, 1987, before me, the undersigned, a Notary Public in and for said County and State, personally appeared Julian E. Pugh, personally known , to be or proved to me on the basis of satisfactory evidence to be Western Cogeneration, Inc. 's member of the Management { Committee of Redding Power, a Joint Venture and that he executed the within instrument on behalf of the corporation therein named and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a = , resolution of its Board of Directors. ary Pub c , s� OFFICIAL SEAL _ I.DROEGEMUELLER ? j MOTAM rUSLIC•CALWOC111A F LOS All MS COUNT ` MI Cana aw."K"12 Irl i �tl � 1+t i i — wz2340wA454 �bKvG - - i T STATE OF DELANARE j [` Sa .. COUNTY Or X" CASTLe ) on this dOy day of August, 1997, before se, the undersigned, a Notary fublir in and for Said County and Nate, personally appeared R. D. Campbell, personally known to be or proved to me on the basis K of satistactory evidence to be the Vice President of DELMIARVA CAPITAL TECHNOLOGY COKPANY and DELMARVA CAPITAL TECfQt0LO;Y CORP11Ny'S � �..� member of the NanLgement Committee of Redding Power, a Joint ff: Venture, and that he executed the within instrument on behalf of the * _p corporation therein named and acknowledged to me that such corporation executed the within instrument pursuant to its by-liw or a resolution of it* board of directors, ' A, Notary Publyn.ic b �r t-. M2340mm 455 k f ' ' LEGAI. DLSCRIPlIOS •S. It ' ALL TILAT �6AyA t CALLFORYU RMPROPERTY a1TI] IN its Cam" m aMAarA, erAa O► . MRS PARTRLz zcvawDLSCR1tIBID Ae POI.LDI+s: PARCEL is s. PARCEL b AS aRotirR CMI PARCEL NAP NorS2-84 POR V. JAZOU WIN RECORDED 219 19eU BOCK 24 OF PARCEL MAPS AT PALL 118. SRASTA =M7wnlrrs.SER r PARCM 2: AN Z1SE?MIIR' P01! lrlIL1TT RAIP0M 10 FEET IN VMM ONnM, UNDER AND ACROSS A SMU30 OF LARD LYING JASTlRLZ OF AND ADJACENT TO TRZ POLLOYING DFSCR M LINZ: XMI MRIIMG AT TIM MOOT SOMMU T RLY COO, OP PARCEL 1 AS MOOYN ON PARCEL MAP NO. - a 52-94 PWM Y. PACE 118. aHASTA JAZOCN &Q"= RECORDID NOVDOER 21, 1984 IN BOOL 24 OF PARCEL RDSNAPS AT COUNTY RECO . SAID CORNIN FSIN0 0t T4s pCp= y DO LMDAPTY 0P CLEAR CREEK ROAD AS SHOWN OR SAID MAP; THENCZ NORT3 014123'11" EAST, A rZ OF 2614.00 PELT AND TO POUR OF WXEWION QF MAID LDM. , PARCSL 3s n, AN lASDgDT FOR ELECTRICAL TWSNISSIOR LINES AND INCIDDsTArj TRERE, 0TH AND CR � AOSS A STRIP OF LARD aEIRG 100 FEET IN VIDT3 An LYING NOTlD3lLY M, AND ADJACENT TO TR= MOST SOUT=y aOUNDABY OP PARCEL 1 DESC IZEDINT}? DEED TO J.P. ' $KZA CO., INC., CAT= ROYE?MER 30, 1944 AND RZCOR= NOVDG= 30, 1944 IN a= =a I 2109. PAGE 661, SBAs'PA CO M TY RlCORD6. MAID SoLn RLI DOM=al aEIRG TIM XCFT nl BOUNDARY OF CLEAR CREEK ROAD AS DESCVZ= IN PARCEL 1 '!}OUlEr'!. DM F PLMSE OF THE XASDMT SHALL INCLUDE TIME INSTALLATION MA21MWCE Alm OPERATION AR OF A EGZ TOLVOZ ELECTRICAL TRSECa310N LINE TRMSM 7TIAG EI.L["�IICITY 4'0 AND ' FROM PARCEL 1 AS SHOW ON PARCEL MAP 10. 32-84 FOR V. JAZON &QM RECORDED Y- - ROVD01a]M 21, 1984 D BOOL 24 OP PARCEL MAPS AT PAGZ 118, SBASU COUNTY RECUM. PARCEL 4, - • I AN LI.SDCCRT FOR ELECTRICAL DMANSMSSION LINE AND IXCIDLRTALS 'PlDD= OYER AND ACROSS A STRIP OP LAND 100 FM IN WIV M AND WING ZA82Z T OF AND ADJACENT TO THE FOLLOWING DESCRIB29 LINss aELIRRL'MG A? TRE NOBT�SOM7lHaAsTzRLY CORB'DM OF PARCEL 1 AS am ON PARCEL NAP No. 52-84 FOR v. JAYCN UMRD RECOED "YEOER 21, 1964 IN DOOL 24 OF PARCEL MAPS AT PAGE US, BHAM COUNT? RECORDS. MAID aOMMASTERLY COMM 1=0 on VM �,. NORT7OUMLY BOUNDARY OP CLEAR CREEK ROADI THEMCZ NORM 01*23'U EAST, A DISUSCE }rOF 2614.00 FM AND 2n POINT OF T=AXATION QT MAID =a. jL t. Ira`r a TlmPwmOF Tai MrAmTS DESCMED AM PARCELS 3 An & a Ons MRALL 1pcu= "M IXV&'J ATION, MUMMARCE AND OPERAT7= OF A 4103 TOLTAGs XT.EL=CAL �. TRANDQMSION LIn TRARSMITTIRG ZLlCVICITY TO AND FROM PARCEL. 1 AS aaOWN Off rr PAN= MAP ab. 52-0 POR M. JAZON BAKER' RSCOM = XCV MBnM 2i, 1904 IX BOOL 24 0P ci P: PARC.HAPS AT PAGs Me SUM COUNTY RSCOMaS. m?Mm 456 f - r Grantee shall, within a reasonable time following February 1, 1915, Present Jaxon Enterprises, a Cali-fornia corporation, an aggregate • extraction plan and schedule, inciudtre the depth of removal as i aFecitied by grantee's engineers, which shall to reasonably consistent y_ 11 with the City of Reddinq's guidelines !or aggqregate removal of industrial property. So long as in the opiznion of taxon Lztezrrinds y the supply of material is sufficient and can be economically removed ; and procsssed, Jaxon Enterprises shall have the euelusive right, but �# not the resporsibiiity, of c4ncviaq merchantable aggregate for a period of live fears, or any portion thereof, from February 1, 1985s, or such longer period As may be agreed to- in writing by the parties. Grantee shall, at grantee's expense, obtain all necessary plans and permits. taxon Enterprises shall leave any area upon which aggregate 'T has been ramoved in a rough-grade state. Jaxon enterprises shall f f excavate a pond for grantee's benefit to be engineered and staked at t grantee's expense in the approximate size of 300 feet x 450 feet x 10 feet deep. Jaxon Enterprises shall remove the merchantable gravel from said pond and stock-pile any clay or nonmerchantable material in the general area. Such excavation shall be completed with Jaxon Enterprises' drag line at its convenience, but in no event diving Lho mcntbs of March through October. Atter five years from Febrrsary + 1, 1983, grantee may prohibit any further excavation on the property. 0. 3 taxon Enterprises shall supply, at grantee's regzest, insurance certificates for liability and wor!=sz.'s compensation coverage. Grantee shall provide Jaxon Enterprises with necessary and reasonable access ; for aggregate removal. T Grantee shall not use or allow the property des=abed in this deed to Y be used for the manufacturing of, including but not limited to, :. construction aggregate, asphalt, concrete, or aggregate products for a period of 10 years from February 1, 1915. The remedy at law for breach of this paragraph •ceirq inadegnats, grantor and :axon Enterprises shall be entitled, In addition to such other remedies as they may have, to tomporazy and injunctive relief !or any breach or threatened breach of this paragraph without proof of any actual damages that have been @� or may be caused to them by such breach. z. • Y ' c! All rights and responsibilities of Grantor and/or Jaxon Enterprises hvreunaer have boon assigned to J. !.A Shea Co., Inc., a Nevada corporation. ■ eooc213?.rc�370 - r • wx' .340ma 457 s ciy; r a EXHIBIT .C. r Grantee shall not use or allow the property described in this S. deed to be used for the manufacturing of, including but not f: limited to, construction aggregate, asphalt, concrete or „ aggregate production for a period of ten (10) years from c. February 1, 1985. The remedy at law for breach of ►his paragraph being inadequate, Grantor and JAXON ENTERPRISES shall be entitled, in addition to such other remedies ap they may have, to temporary and injunctive :elief for any broach or threatened breach of this paragraph without proof of any actual damages that have been or may be caused to them by such breach. Grantee agrees that for a period of five (5) years from February 1, 1985, that Grantor and its assignees shall have a right of first refusal as to any aggregate to be removed from the property. Should Grantee desire to have aggregates removed from the property, Grantee shall notify JAXON ENTERPRISES or its assignees shall, with ten (10) days of the receipt of said written notice, notify Grantee if they d_sire to exercise their right of first refusal to remove the �! indicated aggregates. There shall be no charge to JAXON C") Y! ` ENTERPRISES or its assignees for the aggregate so removed, and i Grantee shall provide JAXON ENTERPRISES with necessary and reasonable access for such aggregate removal by JAXON ENTERPRISES without charge. Grantee will be held at no expense by reason of such work of removal. All rights and responsibilities of Grantor and/or JAXON ENTERPRISES have been assigned to and assume by J. F. SHEA Co., INC., a Nevada corporation. A • F (1 _ 1 a .k 7 i 28532 AOw 458 II . ` s i` r � { 29= RECORDING REQUESTED dTY- AND WHEN RECORDED MAIL TO ( : OsysY. Ballantine. BuahbY. Palmer i Mood AUG 28M7 333 South Hops Street. 30th rbcs i ' Loa Anq*lsa, California 90071 f Attentiont Robert Swartz. Seq. eN/ b � Trustor: Redding Purer Beneficiary: Nat,W l Nesisiineter 1900 Chun Cr. Rd suite 308 Bank ISA R. r 333 South Hooe at. Redding G 3CJ0i Los Angles C71 960011 ' ' Y 4 DElm OT TRUST. ASSImmm or RENTS. SECURITY ACRZZPM NT. AND FINANCING STATEIDWr r FROM ss REDDING POWER. A CALIFORNIA JOINT VENTURE. AS TRUSTOR r; TO I ` TICOR TITh INSURANCE COMPANY OF CALIFORNIA. AS TRUSTEE I FOR THE BENEFIT OF NATIONAL WESTMINSTER BANK USA. AS BENEFICIARY � s c ,:; , r X70.10 .. k v Ir. + 8/24/87 -1- ILA, ; M2 340ro 459 r. i or a TASK Of CONTEM rim��.. Definitions ..... ... . ........... . .. . ... . . . . . . ... 1 7 � � ' 1 k 1.1 Certain Definition .. . .. . ..... ... 1 p. 1.2 Other Definitions . .. .. . . ... . ..... . . .. ... 1 yj 1 II. Conveyance and Creation of security Interest . .. 2 F ,, {� Y 1 2.1 Granting Clauses 2 2.2 Habendum Clause . ... . ... ..... . . .. . .. . . .. . 4 2.3 In Trust to Secure ....... . . . . . ... S � •T 2.4 Security Interest . . . .. . .. S i" III. Representations. Warranties and Covenants . . . . ... S f L IV. Trustor"s Additional Covenants .. ... . .. . . . .. . . .. . 6 lP . 4.1 Operation of the Security .. . . . . . . . . . . .. . 6 � ' 4.2 L ens. Title . .. . ... . .. .. .. .. . ... . . . .. . 6 4.3 Defense of Title ... .. . . . ... . . ... 6 , 4.4 Recording Obligations and Maintenance of Lien . . . 6 4.5 Trustor's Notice ofEvent of Default . . . . 7 4.6 Covenants Regarding Environmental Compliance . .. . . . . .. .. . ..... ...... . .. . 7 � 4.7 Right of Entry ... . . . . .. ... . . . . . . . 9 4.8 Defense of Actionsfor Negligence . . . .... 9 :? 4.9 Further Assurat.ces .. .. . .. ..... .. . . .. . . . . 9 cV. Alienation .. . . ........ .. . . .. . . . .. . . .. . . . . . . . . . . . 9 Y t VI. Assignment of Rents 4 6.1 Assignment of Rants . . . . .... . .. . . .. . .. 10 6.2 Application of Proceeds 10 6.3 No Liability of Beneficiary { . in Collecting . . . . . . . . . 10 6.4 Assignment Not a Restriction or * Beneficiary's Rights . . . .. .. . ... . . . . . . . 10 VII. Events of Default . .... ........ .. . .. . . . . . . . . . . .. . 10 7.1 Events of Default . . . 10 7.2 Rights Upon An Event ofDefau:t . . . . . . . . . 10 7.3 Waiver of Rights . ... . ...... . . . .... 12 ' 7.4 Discontinuance of Proceedings ..... .. . ... 12 4.Me, 7.5 Costs and Expense* ..... .. . ........... .. . 13 R70.10c2 8/24/67 'Y wxM40w 460 - .�.+ e ll ..��`f?':' 1 ...-�["i. 3�--w": --.��•..�5 F4.4;.... fSGtY.I _ ... �.� �°was.: .: �•�� - LEM 7.6 Beneficiary Statement . .. . . . ..... . .. .. . . . 13 ' 7.7 Right to Possession .... . . ... .... . ...... . 13 7.8 Application of Proceeds . . ... .. .... .. .. . . 14 k VIII. security Agreement . .. .. ..... . .. ..... . .. . . . . . . . . 14 �r IX. Application of Proceeds ....... .. . . . . . . . . . . .... .. 16 #c•, X. Miscellaneous Provisions 17 u 10.1 Trustee and Beneficiary naw 4 t No Liability ....• .... . . ..... . . ... . . . . . 17 10.2 Waiver of Statuteof Limitations .. . . . . . . 17 . . 10.3 no Waiver .......... ... . .. ..... . . ... . .. .. 17 10.4 Recordation . .. .. .. .. . . . . ... .. . . . .. . . . . . . 17 yd►, ;, 10.S Substitution of Trusts* . ..... . ... ... .. .. 17 10.6 Advances by Beneficiary or the Trustee . . 17 w 10.7 Irrevocable trust 17 10.8 Reconveyance is 10.9 Renewals. Amendments and ►+� Other Security .. . . . . . . . . . . . . . . . . . . . . . . is `. � .,. 10.10 Limitation on Interest . . . .. . . .. . . . . . . . . . is 10.11 Unenforceable or Inapplicable �r t Provisions ........... . ..... .... ... . . .. 1s k' t 10.12 Rights Cumulative .... . ....... ... . . .. . . . is r 10.13 successors andAssigns19 10.14 Captions . ... • . .. . .... . . . . .. . .. . . 19 10.15 Notices .. ....... . ... . . ..... .... .. . . . .. . . 19 10.16 Limitation an Liability ........ . .... ... . 19 10.17 Governing Lw ......... ........ . . .. .. . ... 19 Exhibit A - Site Exhibit B - Project ` Lahibit C - Permitted Exceptions 4W i '► .d i w - i X70.10 t 3 _ ..., } 8/24/07 -11- um2340a 461 `w 1 'L TE1a DEED Or TRUST. AaalGlrlaxr Or RENTS. SECURITY AGREEMENT AND rINANCING STATUBMT, dated as of Mm,-f 31 1987 is from REDDING POWER, a California joint venture, as _ c trustor and debtor ("Trustor"). to TICOR TITLE INSURANCE COMPANY OF GLIfORNIA. a California corporation. as trustee (*Trust*** , for the benefit of NATIONAL WESTMINSTER BANK ,�. USA. a national banking association. as beneficiary and secured party ("Beneficiary"). This Deed of Trust togethtr .. with Exhibit A. &, and ¢ attached hereto. is referred to as i the "Deed of Trust." References in this instrument to Articles. sections. and Exhibits ai- mada. unless otherwise noted. to the Articles, Sections, and Exhibits of this Deed f of Trust. C l' + ARTICLE I pA, Definitions 1.1 Certain Definitions. The following capital- �"t.. iswd terms shall have the following meanings when used herein-"Bank" shall have the meaning given in the z Loan Agreement. t � a "foreclosure Sale" means a nonjudicial sale " ! of Security ■sde pursuant to the power of sale granted dF ; the Trustee herein. or a rale of Security made pursuant n sL # to a court order or decree. and Term LoaAgreement by and between Trustorgreement" means the Construction Loan and Rensfieiary of even date herewith. , e i "Loan Documents" means this Deed of Trust. ,. and the Toon Agreement together with the documents referred to therein. s _ =! "Note' means an Interim Note or the Term Note ss such terms are defined in the Loan Agreement. {{ "Post-Default Rate" shall have the mean,nq given in the Loan Agreement. "Site" means the real property described in R �l Eahlbit A. 1.2 Other Definitions. Other terms defined an this Deed of Trust shall have the meanings there given. Certain of these definitions appear as follows, f' "Event of Default" Article VII. 'Indebtedness" Section 2.2. T RM IM 4 a ' 9/24/87 -1- m2340m 462 6 "Personal Property• section 2.4. ' "Project• section 2.1(b). I �, "project Realty" Section 2.1(b). "security" Section 2.1. -ar• t ARTICLE II Coavevence and Creation of Security Interest < 2.1 Granting Clause. Trustor. for and in consid- eration of $10.00 and other good and valuable consideration. the receipt and sufficiency of which are hereby acknowledged. has granted, mortgaged and assigned. and by these presents '.` does grant. mortgage and assign unto the Trustee. for the use and benefit of Beneficiary. Trustor's right. title and interest. whether now owned or-hereafter acquired. in the following property (the "Security"): (a) Site. The Site. (b) The Project and Other Imorovements and Fixtures. All Trustor's right. title, and interest (includ- CI; inq without limitation. all rights to possession or use and all options and rights to purchase. remove. construct. recon- struct. repair, change or replace). in and to the project ("Project") described in Exhibit 8 which is located on the 4 Site, and in and to the following (to the extent the same are not pare of the Project): (i) the boiler building, the boiler. the economizer. the tubular air heater, the bag house. coal bunkers, limestone bins. faedwater systems, the yid turbine and diesel generator building. the turbine, diesel generators, condensate tanks. the water treatment building. chemical addition equipment, ch-mI cal storage facilities. recirculating and discharge pumps. the warehouse and shops abuilding and all other buildings, structures, fixtures and other improvements of every kind and description now or r hereafter located on the Site; (11) all materials and prop- arty now owned or hereafter acquired by or on behalf of the Trustor intended for construction. reconstruction. repair. changing or replacement of or to such buildings, structures, fixtures or improvements. all of which materials and prop- arty shall be deemed to the fullest extent permitted by law r to be part of the buildings, structures. fixtures and other improvements immediately upon delivery thereof to the Trustor on or in the vicinity of the Site; (iii) all furnishings. , fittings. equipment. appliances. machinery. power transmis- sion lines and equipment. machine tools. tools. dies. jigs. z accessories, apparatus. motors. boilers. engines. devices for the operation of pumps or machinery now or hereinafter located on the Site or in the building or other structures h: X70.10:5 8/24/97 -2- A wx2340vi 463 � '•ver"gwr�e�."�+ww�.+�rl.ws�.. .. � -_._-�.��� ---- --�. i f t i O r ' F i j ' t 1 Its..: : + on the Site= (IT) all heating. lighting. power, plumbing. I '- 4. ,. air conditioning. refrigeration and ventilation equipment L , now or hereafter located on the Site; and (v) all other articles of property now or hereafter located on the Site or in the building. structures or other improvements in the Site whicr under applicable law are deemed to be fixtures. The Site together with the Project and the other items descr'bed in this clause (b) are collectively called the "Project Realty'). (c) Avreements and Leasehold. All right (including. without limitation. all rights to possession and use, all options and other rights to give consents, change, terminate. or purchase or sell). title and interest of the , Trustor under all agreements. whether written or oral, now sir or hereafter in effect relating to the Project Realty. and an lessee or lessor under any leases or other occupancy : arrangements relating to the Project Realty. whether oral or written. now or hereafter in effect (herein collectively the 'Y 'Agreements'). provided that any of the Agreements which by their terms or by operation of law would become void. voidable. terminable or revocable if mortgaged, pledged or assigned -I) t hereunder or if a security interest therein were granted hereunder are excluded from the lien of this Deed of Trust. n s 4 (d) Permits. All right. title and interest x <. of the Trustor in. to and under all permits. approvals. +? certificates. variances. orders. exemptions and other autho- rizations now or hereafter issued. made or granted with respect to the Project Realty (herein collectively called j a the "Permits"). provided that any of the Permits which by their terms or by operation of law would become void. voidable, terminable or revocable if mortgaged. pledged. or assigned hereunder e-r tf a security interest therein were granted hereunder are excluded from the lien of this Deed of Trust. \ I (a) Subleases and Rents. All right, title and interest of the Trustor under all existing and future leases. subleases, including. without limitation. assign- k, menta of lessees" and lessors' irterest under leases, sub- leases. licenses, concessions or other arrangements. whether written or oral, whereby any person has agreed or he•:eafter , agrees to pay money or any consi-leration for the use. pos- session or occupancy of all or anv portion of the Project Realty (herein collectively 7allec. the "Subleases"); and the Trustor hereby confirms that the Subleases are subject and f'• subordinate to the lien of this Deed of Trust= all right. P� it title and interest of the Trustor in and to all claims against - guarantors under any guarantees of any of the Subleases now or hereafter accruinq= and all right. title and interest of the Trustor in and to all other rents. royalties. issues. profits. revenues. income and other benefits. now or here- X70.10:6 y 8/24/87 -3- r>, SmAMNa 464 • G K• Sq+ 2: after accruing with respect to all of any portion of the Project Realty. - r Contracts for Sale. All right. title and interest of the Trustor as seller under any agreement. whether oral or written. pursuant to which the Trustor has obtained or hereafter obtains an agreement to sell any of the Security or any electric energy or steam produced by the '• Project or any interest therein. and all claims against guarantors thereof. (q) Plant Agreements. All right. title, and interest of the Trustor in each Plant Agreement (as defineal in the Loan Agreement). (h) Mater Rights. All water rights appur- tenant to the Site together with all pumping plants. pipes. flumes and ditches. all rights to the use of water as well as all rights in ditches for irrigation of the Site, all water stock relating to the Site. shares of stock or other ! evidence of ownership of any part of the Site that is owned by Trustor in common with others. and all documents of mem- bership in any owners' or members' association or similar group having responsibility for managing or operating any part of the Site. . (" 4 • s` (i) Plans and Contracts. All plans and s . k specifications prepared for construction of the Project p Realty and all studies. data and drawings related thereto; ' and also all contracts and • ..� greements of Trustor relating to g plans and specifications or to studies. data and drawings, t or to the construction of the Project Realty. •.` (j) Inventory and other Personal Security. x All inventory (as defined in the Uniform Commercial Code of r. the State of California). goods. merchandise or other per- sonal property held by Trustor. and all right. title and interest of Trustor therein and thereto. all raw materials, work or goods in process or materials or supplies of every nature used. consumed or to be used or consumed in Trustor's business, including, without limitation. any wood, wood pulp. anthracite coal, bituminous coal or fuel oil, and all preceeds and products of any of the foregoing (including without limitation proceeds consisting of accounts receivable, chattel paper and insurance proceeds), whether now owned or he:eafter acquired by Trustor. and wherever located. (k) Proesods. All proceeds of the foregoing. 2.2 Habendum Claude. To HAVE AND TO HOLD the Security unto the Trustee. its successors and assigns, and Trustor does hrreby bind itself. its successors and assigns. a to warrant one. forever defend all and singular the Security X7O.l0:7 6/24/87 -4- 465 i. ie .p 4 y . unto the Trustee, their successors and assigns, against Nl every person or party whomsoever claiming or to claim the sww. or any part thereof. This Deed of Trust to made with x. full substitution and subrogation of the Trustee in and to all covenants and warranties heretofore given or made by others in respect of the security or any part thereof. This T Deed of Trust is meds subject to the matters described in I Exhibit C. t 2.3 In Trust To Secure. This conveyance is made In trust for the benefit and security of the holders of the Indebtedness upon the trusts and subject to the covenants and conditions set forth herein. and to secure: (1) the payment. when due. of the fol- loving indebtedness (•Indebtedness'), from time to time)underhthetloanneA ted and delivered Agreement. and every other monetary obligation of Trustor under a Loan Document{ i y -•t (b) The monetary obligations of Trustor , under this Deed of Trust; and (e) Any extensions or renewals of any indebtedness described in clause (a) or (b) above, or any portion thereof. whether or not an extension or �� renewal agreement is executed; and t` (11) the performance of Trustor's and Borrowers' obligations contained in the Loan Documents. 2.4 Security Interest. Insofar as the Security consists of equipment. goods. general intangibles. accounts, contract rights. inventory. fixtures. proceeds of collateral or any other personal property of a kind or character defined rra in or subject to the applicable provisions of the California Uniform Commercial Code ("Personal Property"). Trustor hereby grants to the Trustee. for the use and benefit of Benefi- ciary. a security interest therein. +, ARTICLE III f Representations Narr.nties and Covenants y� Trustor represents. warrants. and covenants that It has valid and indefeasible title to the Project Realty and all existing Personal Property and has the right and powr. to grant and encumber the ease in the manner and tors conveyed and encumbered hereby. i X70.10,8 - 9/24/87 _s- f,_. . w►2340ma 466 f•7rcC �r► �.. . � - - _ 3.+ 1 Vii" � e OW e. ARTICLE IV Truster's Additional Covenants yE 4.1 Operation of the Security. Trustor will: (a) do all things necessary to keep the ' Truster's rights in the Security unimpaired. g{ j (b) keep the Security n good condition and L`= + repair and not commit or permit any waste or deterioration of the Security. (c) comply with all laws. ordinances, toles, regulations and orders of gag rnmental authorities affecting the Security or requiring any alterations or improvements to be made thereon. and perform all of its obligations under + any matter of record affecting the Security. , e. (d) not take or permit to be taken any actions �• : that might invalidate any insurance carried on the Security. 4.2 Liens, Title. Trustor will cause the Secu- rity to be kept free and clear of encumbrances of every ; character, other than this Deed of Trust. �I 4.3 Defense of Title. If the title or rights of Trustor or the Trustee to the Security, or'any part thereo.•. J or the lien of or security interest created by this Deed of Trust is in danger, or attacked directly or indirectly. or if any legal proceedings are instituted against Trustor. Trustee or Beneficiary with respect thereto. Trustor will promptly give written notice thereof to the Trustee and # Beneficiary, and at its own cost undertake diligently to , i cure any defect that may have developed or may be claimed. 1 ' Trustor will take all necessary and proper steps for the protection and defense thereof and will take such action as sis necessary to the defense of any such legal proceedings. including. without limitation. the employment of counsel, the prosecution and defense of litigation and, if approved by Beneficiary, the compromise or release and discharge of any adverse claims made. Moreover. Beneficiary may take such independent action in connection therewith as it may in its discretion deem proper. and all sums advanced and all expenses incurred :n such actions plus interest at the Post- Default Rate, wi,l, on demand. be reimbursed to Beneficiary, all of which shall be included in the Indebtedness. , 4.4 Recordinv Oblications and Maintenance of Lien. Trustor will promptly, at its own expense. record and i <f re-record. file and re-file and register and re-register this Deed of Trust. financing or continuation statements. and every other instrument additional or supplemental hereto or thereto that is required by law to perfect and maintain T X70.1019 9/24/97 -6- f m2340w 467 Ia 7 t f yy 'J s _ the validity and effectiveness of"the lien and security a' interest intended to be created hereby, in such manner and h;. places and within such times as may be necessary to perfect + and maintain such lien and security interest and preserve and protect the rights and remedies of the Trusts* and Sens- .P t- fictary and will furnish satisfactory evidence of every such recording, tiling and registration to the Trustee and Sen*- " ticiary. Trustor hereby constitutes and appoints Beneficiary as its true and lawful attorney-an-tact. to act in Trustor's name. place. and stood. to do that which Trustor is obligated by this Section to do. and to make, execute. have acknowl- edged and deliver. record. and file such instruments as are IIII necessary to the fulfillment thereof. The pow re granted by :u F1 this power-of-attorney eosmienee on the date hereof and will terminate with the reconv*yance'of this Deed of Trust. This { pow r-ot-attorney is coupled with an interest and irrevocable. s I 4.5 Trustor's Notice of Event of Default. Trustor -e will furnish to the Trustee and Beneficiary promptly atter e Trustor obtains actual knowledge of the occurrence of an :t Event of Default. or an Inchoate Default (as defined in the Loan Aqr*em*n=), a statement of Trustor's chief financial Pill1 officer setting forth details of the Event of Default or Inchoate Default. &i Aj _ 4.6 Covenants Reaardina Environmental Compliance. f" �a (a) Except as permitted by applicable law. � 4, Trustor will not use, generate. manufacture. produce. store. release. discharge. or dispose of on. under or about the nr. Site or transport to or from the Site any Hazardous Substance (as defined below) or allow any other person or entity to do so. } (b) Trustor shall give prompt written notice to Beneficiary of (1) any proc*edinq or inquiry by any ;. governmental authority (including. without limitation. the California State Department of Health Services) a with respect to the presence of any Hazardous Substance t! o., the Site or the migration ti:ereof from cr to other property; ' (11) all claims made or threatened by f! any third party against Trustor or the Site relating to .� any loss or injury resulting from any Hazardous Substance; I y and � I (iii) Trustor's discovery of any occur- rent• or condition on any real property adjoining or in k the vicinity of the Site that could cause the Site or $, ! any part thereof to be subject to any restrictions on X70.10:10 9/24/97 -7- 2340w 468 - 0. p. chi `i' r� i .it} Y the ownership. occupancy, transferability or use of the Property under any Environmental Law. (c) beneficiary shall have tAe right to ;oin and participate in. as a party if it so elects. any legal " } proceedings or actions initiat-.d in connection with any o A Environmental Law. y. ti. (d) Trustor shall protect. indemnify and ti hold harmless beneficiary. its directors. officers. employees. agents. successors and assigns from and against any and all loss. damage. cost. expense or liability (including attorneys i fees and costs) directly or indirectly arising out of or attributable to the use. generation. manufacture, production, storage. release. threatened release, discharge. disposal. Sn+ or presence of a Hazardous Substance on. under or about the s_..f w Site. other than arising out at Beneficiary's gross negligence or wilful misconduct. This indemnity shall survivr- the reconveyance of the lien of this Deed of Trust, or the Ott ' extinguishment of the lien by roreclosure Sale or action in r- •- ry` r` lieu thereof. and this covenant shall survive such reconvey- ance or extinguishment. . (e) The term "Environmental Laws" shall include, without limitation. any law. statute. ordinance or 0 r requlat:on pertaining to health. industrial hygiene or the , environment (collectively referred to as "Environmental J� Laws"), including, without limitation. the Comprehensive W Environmental Response. Compensation and Liability Act of m x� 1980 ("CERCLA") as amended. 42 U.S.C. Section 9601 11 sec. . a and the Resource Conservation and Recovery Act of 1976 L ("RCRA"). 42 U.S.C. Section 6901 ,e& sea. (f) The term "Hazardous Substance" shall include without limitation: (I) Those the definitions of "hazards ss included substances,"stances hazardous materials." "toxic substances." or "solid waste" in CMtCLA. RCRA. and the Hazardous Materials Transporta- tion Act, 49 U.S.C. Section 1801 11 sea.. and in the regulations promulgated pursuant to said laws; I (ii) Those substances defined as "hazardous wastes" in Section 25117 of the California o Health 6 Safety Code. or as "hazardous substances" in Section 25316 of the California Health 6 Safety Code, and in the roWlations promulgated pursuant to said lawst (111) Those substances listed in the s United States Department of Transportation Table . (49 CYR 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) X70.10:11 8/24/87 -8- -� m2340m 469 G Y "SJ S i I . as hazardous substances (40 CTR Part 302 and amendments thereto)t and (iv) Such other substances. ■nterials and wastes which are or become regulated under appli- cable local. state or federal lar. or which are classi-fied as hazardous or toxic under federal. state. or loca_ laws or regulations. 4.7 Right of Entry. Trustor will permit the Trustee and Beneficiary,ry. or the agents of either of them. to enter upon the Project Realty. and all parts thereof, for the purpose of investigating and inspecting the condition Q and operation thereof. -Neither the Trustee nor Beneficiary ' shall have any obligation to slake. or incur any liability or obligation for or after making any investigation or inspection. I 4.9 Defense of Actions for Negligence. In any ,. action for damages arising from the negligence. or alleged I negligence, of Trustor in which the Trustee. Beneficiary. or Rj any of them is included or made a defendant. Truatcr will Y �� assume the burden, costs and expenses of the defense or f settlement of such action and shall a an judgment pay y j gment which � •r. may be obtained against such party. >. 4.9 Further Assurances. Trustor will execute and deliver such other and further instruments and will do such ' other and further acts as in the opinion. of Beneficiary may ^ be necessary or desirable to better effectuate the e,. rY purposes of this instrument. includ:nq. without limiting the general- , ity of the foregoing. prompt correction of any detect which ' may hereafter be discovered in Trustor's title to the Security or in the execution or acknowledgment of any ',oan Document. t .k Trustor will. upon request of Beneficiary, execute f i and deliver to such person or persons as nay be designated # `ly the requesting party. appropriate powers of attorney to act for and on behalf of the Trustor in all transactions 1 with a governmental body with respect to Security. rIF t I: ARTICLE V .. Alienation If the Trustor. without the prior consent of the 3y Bei t••''iciary (which consent will not be unreasonably withheld) is (a) -ow•hines into. or with. another firm. person or corpora- ;t tis . or (b) sells. leases. or otherwise disposes of all or Alan7 substantial portion of the properties or assets of any 1 rB firm. person. or corporation. Beneficiary may delcare an Event of Default as provided by the Loan Agreement. '.'5;54 . X77.10 t 12 I i 8/24/87 7fi - 2340w 470 1 S lAr » If Trusfor creates, incurs. assumes. or suffers to c'- ti. exist any lien upon any of the Security and that lien it, not removed within 30 days after the occurrence thereof. Benefi- clary may declare an &Vent of Default as provided by the Loan Agreement. - P: ARTICLZ VI Assignment of Rents r 6.1 1&ssignment of Rents. Trustor hereby abso- lutely and uncondit,onally assigns and transfers to Benefi- ciary all the income. rents+, royalties. revenue. issues. profits. and proceeds of the Project Realty, whether now ' due, past due or to become due. and hereby gives to and confers upon Beneficiary the r!-.ht. power and authority to collect such income. rents, royalties. revenue. issues. profits and proceeds. Trustor irrevocably appoints Benefi- ciary its true and :awful attorney at the option of Benefi- ``� c4 ary at azy time to demand, receive. and enforce payment, to give receipts. releases, and satisfactions and to sue. =4 either in the name of Tristor or in the name of Beneficiary. ' for all such income. rents, royalties. revenue, issues ' r. a profits and proceeds. Neither the foregoing assignment nor sF the exerci3o by Bens.•iciary of any of its rights or remedies under this Deekl of Trust shall be deemed to make Beneficiary a "mortgagee-in-possession" or otherwise responsible or F` liable in any manner with respect to the Security or the t use. occupancy, enjoyment or operation of all or any portion thereof. unless Beneficiary. in person or by agent, assumes actual possession thereof. nor shall appointment of a receiver for the Project Realty by any court at the request of Bene-ficiary or by agreement with Trustor or the entering Into -J possession of the Project Realty or any part thereof by such .� receiver be deemed to make Beneficiary a "mortgagee-in-possession" or otherwise responsible or liable in any manner +� with respect to the Project Realty or the use, occupancy. �. � enjoyment or operation of all or any portion thereof. Notwithstanding anything to the contrary contained herein. so long as no Event of Default has occurred. Trustor shall have the right to collect all income, rents. royalties. .i 'e K X70.lO t 13 8/24/87 -10- '; =` 2:340noE 471 _ Y fs revenue, issues. profits and proceeds from the Security and f' - t to retain. use and enjoy the same. 6.2 &.tlication of Proceeds. Beneficiary shall a _ apply the proceeds it receives pursuant to Section 6.1 in s accordance with the provisions of Article IX. t 6.2 No Liability of Beneficiary in Collectina. Beneficiary shall have no liability for failure to enforce collection of any rents assigned or any other responsibility :: . in correction therewith. Beneficiary shall. however. acce+unt to Trustor for funds it actually receives. 6.4 Assignment Nbt a Restriction of Beneficiary's r. ir! Rights. Nothing herein contained shall limit Trustor's r obligation to pay that portion of the Indebtedness for which it is obligated. as and when due. regardless of whether the t rents assigned by Section 6.1 are sufficient to pay the same. and the rights under this Article shall be in addition �.ts `L to all other security now or here&fter existing to aacure Payment of the Indebtedness. -� ARTICLE VII Events of Default . w 7.1 Events of Default. An 'Event of Default' shall have occurred hereunder if an Event of Default occurs t under the Loan Agreement. , r 7.2 Rights Uvea An Event of Default- Upon an Event of Default. Beneficiary may withou'. notice declare all -AC sums secured hereby immediately due and payable by commencing an action to foreclose this Deed of Trust as a mortgage. or 1 by delivery to Trustee of a written declaration of default ` and demand for sale and of written notice of default and of E election to cause to be sold the S .curity, which noti'a Trustee shall cause to be duly filed for recc.-d in case of a Foreclosure Sal by exercise of the pow r of sale herein. �s Should Beneficiary elect to foreclose by exercise cf the power of sale herein. Beneficiary shall also deposit with Trustee this Deed of Trust and each Note and such receipts and evidence of expenditures made and secured hereby as Trustee may require. and notice of sale having been given as C; E �.•,.•• �� then required by law and after lapse of such time as may , then be required by law after recordation of such notice of ks iefault. Trustee. without demand on Trustor. &hall sell the Security at the time and place of sale. in the county in which the Security is situate. fixed Lj it in such notice of sale as Beneficiary may direct. either as a whole or in separate parcels. as Beneficiary may determine. at public f auction to the highest bidder for cash in lawful money of XMIM14 8/24/67 -11- �,� 71AOW 472 it ii•• '4 t W. ;t ' the United States. payable at time of sale. Beneficiary shall have the right to direct the order in which separate �Q parcels &hall be sold and Trustor shall have no right to direct the order in which separate parcels are sold. Trustee may postpone sale of all or any portion of the Secu- rity by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding post- ponement. Trustee shall deliver to such purchaser its deed conveying the Security. or any portion thereof. so sold but without any covenant or warranty. express or implied. The recitals in such deed of any matters or facts shall be con- clusive proof of the truthfulnies thereof. Any person. including Tristor. Trustee or Beneficiary, may purchase at such sale. Beneficiary may proceed as to the Personal Prop- arty in accordance with Beneficiary's rights and remedies in + r. respect to the Security or sell the Personal Property sepa- rately and without regard to the remainder of the Security in accordance with Beneficiary's rights and remedies pro- -_ vided by the California Uniform Conaercial Code as well as other rights and remedies available at law or in equity. 7.3 Waiver of Rights. Trustor waives all rights �1 legal and equitable, it may now or hereafter have to require E., marshalling of assets or to require upon foreclosure sales `t of assets in a particular order, including without limits- tion the rights provided by California Civil Code Sections 2999 ? and 3433. as such Sections may be amended from time to time. Each successor and ass:gn of Trustor, includinq without limitation. a holder of a lien subordinate to the lien created hereby (without implying that Trustor has. except as expressly provided herein, a riq?•t to grant an interest in. or a subordinate lien on. the Security), by acceptance of tt its interest or lien agrees that it shall be bound by the Ay •- d above waiver. as if it gave the waiver itself. 'J l 7.4 Discontinuance of Proceedings. Beneficiary. '} from time to time before the Trustee's sale pursuant to P Section 7.2. may rescind any notice of breach or default and # of election to cause to be sold the Security by executing t and delivering to Trustee a written notice of such rescis- sion, which notice when recorded. shall also constitute a cancellation of any prior declaration of an Event of Default and demand for sale. The exercise by Beneficiary of such right of rescission shall not constitute a waiver of any Event of Default than existing or subsequently occurring or € impair the right of Beneficiary to execute and deliver to Tr.•.stee. as above provided. other declarations of Events of L Default and demand for sale. and notices of breach or Events of Default, and of election to cause to be sold the Security ►��' X70.10:15 s 0/24/87 -12- f sm%234&&a 473 at a`� v r� Y; 1p r to satisfy the obligations hereof nor otherwise affect any provision of any Loan Document. r.'. 7.5 Costs and Exrrenses. All expenses (including attorneys' fees) incurred by the Trustee in protecting and enforcing its rights hereunder. -hall constitute a demand obligation owing by Trustor to the party incurring such expenses and shall draw interest at the Post-Default Rate. 7.6 Beneficiary Stateaent. Trustee. upon Pres- entation to it of an affidavit signed by or on behalf of Beneficiary, setting forth any fact or facts showing a default by Trustor under any of the teras or conditions of this Deed of Trust, is authorized to accept as true and conclusive all facts and statements in such affidavit and to act hereunder in complete reliance thereon. 7.7 baht to Possession.Possession. Beneficiary is autho- rized either by itself or by its agent to be appointed by it for that purpose or by a receiver appointed by a court of competent jurisdiction. to enter into and upon and take and hold possession of any portion or all of the Security. both real and personal. and exclude Trustor and all other persona theref-cm; and to operate and manage the Security and rent and lease the same perform such reasonable acts of repair or pr2tection as may be reasonably necessary or proper to con- serve the value thereof, and collect any and all income. rents, issues. profits and proceeds therefrom, the same being hereby assigned and transferred to Beneficiary. for the benefit and protection of Beneficiary. and from time to time apply or accumulate such income. rents. issues. profits and proceeds in such order and manner as Beneficiary or such receiver in its sole discretion shall consider advisable. to or upon the following: the expenses of receivership. if any; the proper costs of upkeep. maintenance. repair and 9 operation of the Securityt the repayment of any sums there- tofore or thereafter advanced pursuant to the terms of this Deed of Trusts the interest than due or next to become due :rl upon the Indebtedness; the taxes and assessments upon the t Security then due or next to become due; and such unpaid principal of such indebtedness. The collection and receipt r of income. rents. issues. profits and proceeds from the Security by Beneficiary. its agent or receiver. after dec-laration of an Event of Default and election to cause the Security to be sold under and pursuant to the terms of this Deed of Trust shall not affect or impair such Event of Default or declaration of an Event of Default or election to cause the Security to be sold or any sale proceedings predicated 'hereon. but such proceedings may be conducted and sale 1 effected notwithstanding the receipt or collection of any # such income. rents. issues, profits and proceeds. Any such income. rents. issues. profits and prcceeds in the posses- £ Sion of Beneficiary. its agent or receiver. at the time of ' k r i.. X70.10t16 8/24/87 -13- I b"2340rm 474 - 01 j sale and not theretofore applied as herein provided shall be iapplied in the same manner and for the same purposes as the proceeds of the sale. ' Neither Trustee nor Beneficiary shall be under any obligatior. to make any of the payments or do any of the acts i ' referred to in this Section and any of the actions referred to in this Section may be taken by Beneficiary irrespective ' of whether any notice of an Event of Default or election to sell has been given hereunder and without regard to adequacy of the security for the indebtedness. 7.8 Application of Proceeds. The Trustee acting shall deliver the proceeds of a Foreclosure Sale to Benefi- ciary who shall apply the proceeds first, subject to Sec- tion 2924.d of the California Civil Code, to the payment of i a reasonable commission to the Trustee acting, taking into r account when determining the amount of the commission the efforts and difficulty involved in conducting the Foreclosure Sale, and the expenses the Trustee incurs in performance of its and duties, including without limitation, expenses for '!►' entry, taking of possession. advertisement. sale and of v conveyance. and court -oats. compensation of agents and • employees and legal fees. The Beneficiary shall apply the y. remainder of the proceeds in accordance with Article IX. �f ' n ARTICLE VIII Security Aereement This Deed of Trust creates a lien on the Security, and to the extent the Security is not real property under applicable law this Deed of Trust constitutes a security agreement under the California Uniform Commercial Code and F' any other applicable law and is filed as a fixture filing. :. The grant of a security interest to Beneficiary in the granting clauses of this Deed of Trust shall not be con- •trued to derogate from or impair the lien or provisions of or the rights of Beneficiary under this Deed of Trust with respect to any property described herein which is real prop- t ! etty or which the parties have agreed to treat as real prop- t arty. If required by Beneficiary. at any time during the tern of this Deed of Trust. Trustor will execute and deliver t to Beneficiary, in form satisfactory to Beneficiary, addi- tional security agreements. financing statements and other f instruments covering all Personal Property or fixtures of ` Trustor which may at any time be furnished. placed on. or f annexed or made appurtenant to the Project Realty or used. ` useful or hold for use. in the operation of the Project. Trustor hereby irrevocably constitutes and appoints Beneficiary as its attorney-in-fact, to execute, deliver and Y:4 X70.10 t 17 8/24/87 -14- :� aonKL3406E 475 r r v r 1' file with the appropriate filing officer or office such :i: security agreements, financing statements and/or other y-. instruments as Beneficiary may request or require in order to impose and perfect the lien and security interest hereof more specifically on the Personal Property or any fixtures. If Trustor enters into a separate security agreement with Beneficiary relating to any of the Personal Property or fixtuaes. the teras of such security agreement shall govern the rights and remedies of Beneficiary in the event of default therwundar. Any breach of or default under any such security �`•� agreement if not cured within the applicable grace or cute period. if any. shall constitute an Event of Default under Section 10.1(n) of the Loan Agreement. To protect Beneficiary from the effect of California Uniform Commercial Code Section 9313, as amended from time to time. if Trustor intends to purchase any goods which may = become fixtures attached to the Security. or any part thereof. 1.;•f , and such goods will be subject to a purchase money security i interest held by a seller or any other party: '. i (a) Trustor shall, before executing any •i. security agreement or other document evidencing such secu- rity interest. obtain the prior written approval of Benefi- ciary, and all requests for such written approval shall be + .: in writing and contain the following information: (1) a description of the fixtures to be L replaced. added to. installed or substituted: s (2) the address at which the fixtures will be replaced, added to. + installed or substituted: and `t (3) the name and address of the pro- posed holder and proposed amount of the security interest. k (b) If Trustor fails to :sake any payment on =i an obligation secured by a purchase money security interest in tho Personal Property or any fixtures. Beneficiary. at its option. may at any time pay the amount secured by such i security interest and the amount so paid shall be (i) secured by this Deed of Trust and shall be a lien on the Security i having the same priorities as the liens cad security interests . created by this Deed of Trust. and (11) payable on demand 4r with interest at t1.4 Post-Default Rate from the time of such ^` payment. A (c) Beneficiary shall have the right to �x- acquire by assignment from the holder of such security interest any and all contract rights, acco;tnts receivable. s^I S 7L70.10:18 8/24/87 -15- �` N%2340ro 476 I� 1 1t 4' wgotiab* nonnegotiable instruments, or ote evidence Q of Trustor's indebtedness for such Personal Property of ' fixtures. and. upon acquiring such interest by assignment. shall have the right to enforce the security interest as assignee thereof. in accordance with the terns and provi- ,- •ions of the California Uniform Commercial Code then in effect. and in accordance with any other provisions of law. ^' � (d) Whether or not Beneficiary has paid the Indebtedness secured by or taken an assignment of such secu- rity interest. Trustor shall to pay all sums and perform all obligations secured thereby, and if Trustor at any time is in default for ten days or more under such security agreement. ' it shall be a material) breach under this Deed of Trust. 4f. F. V (e) The provisions of subparagraphs (b). (c) and (d) above shall not apply if the goods which may become fixtures are of at least equivalent value and quality an any 1r gT property being replaced and if the rights of the party holding 'G such security interest have been expressly subordinated, at no cost to Beneficiary, to the lien of this Deed of Trust in _ ns) a manner satisfactory to Beneficiary. including without C k limitation. at the option of Beneficiary. providing to Bene- k +� ficiary a sa`lsfactory opinion of counsel to the effect that �1 this Deed of Trust constitutes a valid and subsistinq first lien on such fixtures which is not subordinate to the lien '! 1 of such security interest under any applicable lay. including { without limitation. the provisions of Section 9313 of the n a California Uniform Commercial Code. ARTICLE IX OF 1 Aoolication of Proceeds Beneficiary shall apply any payment or proceeds it - receives pursuant to section 6.1 or a foreclosure Sale, and which by a provision of this Deed of Trust it is directed to ` apply in accordance with this Article. an follows: •., (i) to the repayment of the costs and S expenses Beneficiary incurs in collecting the payments or proceeds; then (ii) to the repayment of sums due under Sections 7.S and 10.6 in the orler in which the sums to ` be repaid wore a ndedt than { (iii) to payment of the principal and accrued but unpaid interest an each Note. prorata in F proportion to the amounts then outstanding-. and then is (iv) to Tristor. J F X70.10:19 8/24/87 -16- ,2340pm 477 - OW&Mow Y. s „J i lliscellaoeoua lrovisiona - VIA 10.1 Trustee and Beneficiary Saw No Liability. Neither the Trustee nor Beneficiary shall be liable in any respect for the performance of any covenant or obligation of Trustor in respect of the Security. 10.2 Waiver of Statute of Limitations. The right to plead any and all statutes of limitation as a defense to any demand secured by or made pursuant to this Deed of Trust is hereby waived to the full extent permitted by law. 10.2 No Waiver. The acceptance by Beneficiary of ,4 any sum secured hereby atter its due date. or in an amount less than the sus then due. shall not constitute a waiver by Beneficiary of its rights either to require prompt payment when due of all other sums so secured or to declare an !went of Default or exercise such other rights as herein provided for failure so to pay. No failure by Beneficiary to insist upon strict performance of any term. covenant or condition hereof. nor failure to exercise any right or remedy here- under shall constitute a waiver of any such breach or of the later exercise of such right or remedy. } 10.4 Recordation. Trustee accepts this Trust when this Deed of Trust. duly executed and acknowledged. is made > ' j; .'. a public record as provided by law. 10.5 Substitution of Trustee. Beneficiary may. s _ from tine to time. by a written instrument executed and . acknowledged by Beneficiary and recorded in the county or s.r� counties where the Security is located. and by otherwise r complying with applicable statutory provisions. substitute a x� successor or successors for the Trustee named herein or acting hereunder. All references herein to the Trustee k <! shall be deemed to refer to the Trustee from time to time ,tir acting hereunder. ` 10.6 Advances by Beneficiary or the Trustee. Trustor shall perform its obligations hereunder at its own ! expense. If Trustor fails to perform any of its obligations hereunder. Beneficiary. Trustee. or any receiver appointed t:I hereunder. may. but shall not be obligated to. take such aetions and make advances to perform the same in Trustor' s _ I behalf. and Trustor shall repay such sums upon demand plus ,. interest at the Post-Default Rate. No such advance *hall relieve Trustor from any fluent of Default. i 10.7 Irrevocable Trust. The Trust created hereby � is irrevocable by Trustor unless and u.ktil the Security is o zeconveyed to Trustor as provided in Section 10.8. {R t; X70.10:20 8/24/87 -17- :. •:: -_ , `L340 478 - - ...�,.. , t1 ��3• i `J. 1. •t. r,, Reconwvaace. Upon written request of Bene- tieisry ;stating that all sums secured hereby have been paid and upon surrender to Trusts* of this Deed of Trust sad the i Note for cancellation aed retention and upon payment of its 4` tees. Trustee shall reconvey. without warranty. the Security ' thea heli! L:eeuwWr. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truth- fulness thereof. The grantee in such .recon-eyance may be . l describes! as 'the person or persons legally entitled thereto.' 10.9 Renewals. Amendments and Other Security. Renewals and extensions of the Indebtedness may be given at ., •.+ any time and amendments may be made to agreements relating ,�• to any part of the Indebtedness or the Security and Benefi- ciary may take or hold other security for the Indebtedness without notice to or consent of Trustor. The Trustee or Y'? Beneficiary may resort first to such other security or any part thereof or first to the security herein given or any part thereof. or from time to tine to either or both. even to theartial or complete osplets abandonment of either security. and such action shall not be a waiver of any rights con- ferred by this instrument. which shall continue as a first lien upon the Security not expressly released until the In obtedrmss is fully paid. 10.10 Limitation on Interest. No provision of this >� instrument or of the Notes shall require the payment or permit the collection of interest in excess of the maximum permitted: by law or which is otherwise contrary to law. If any exces•a of interest in such respect is herein or in a .a Note provided for, or shall be adjudicated to be so provided for herein or in a Note. Trustor shall not be obligated to pay such excess. G 1 10.11 Unenforceable or Inapplicable Provisions. It t any provision of a Loan Document is invalid or unenforceahle in any jurisdiction. the other provisions of the Loan Docu- r-.�t„. sent shall rtmain in full force and effect in such juris- diction. and the resaininq provisions hereof and th, Loan Document shall be liberally construed in favor of the Trustee and Beneficiary to effectuate the provisions hereof, and the invalidity of any provision herecf 4n any jurisdiction shall not affect the validity or enforceability of any such provi- sion in any other jurisdiction. . 10.12 Rights Cumulative. All rights and remedies ? of the Trustee and Beneficiary under this Dred of Trust, and any and all other instruments evidencing or securing the w Indebtedness are cumulative. and may be exercised singly, successively. or concurrently. ` No failure to exercise. nor any delay in sxercia- �,_ _� Ing. any powr or right hereunder shall operate as a waiver S R70.10s21 8/21/87 -18- ~; W2340i 479 _ is thereof. nor shall any single or partial exercise by of any right hereunder preclude any other or further exercise thereof or the exareise of any other right. - 10.13 Successors and Assigns. This instrument is ar' binding upon the Trustor. and its successors and assigns. a and shall inure to the benefit of the Trustee and its suc- cessors. and Beneficiary and its successors and assigns. The provisions hereof shall be covenants running with the • land. � . 10.14 Captions. The article and section headings in this instrument are inserted for convenience of reference *{.:. and shall not be considered a part of this instrument or used in its interpretation. 10.13 Notiees'. (a) Notices which are required or permitted i t to be c. von hereunder shall be given in the manner required by the Loan Agreement. !b) Jnless otherwise provided by applicable law. Trustee shall be under no obligation to notify any party hereto of any action or proceeding of any kind in � •'•_ which any Trustor. Beneficiary. or Trustee is a party, f`-Ile, unless brought by Trustor. or of any pending sale unser any > B deed of trust. I - C', ~ 10.16 Limitation on Liability. The provisions of 3• � the Loan Agreement limiting the liability of Trustor"s part- , y ners for payment of the Indebtedness are made a part hereof as though set forth in full herein. j t ^t` t ^+ X70.10 t 22 _ 8/26/97 -19- booc9gAOM ARn _. 01 � - 10.17 GoterninQ Lay. This Deed of Twat ahall be - � 90 'er!!ad by. and GOnaLlNed and interpreted in aCCOrdanee With the law of the state of California. Rseeuted as of the date first above Written. f V=IMO POMtR. a California joint venture By CALIVO MIA 3i0 RZ30URCE3 I. INC.. a California Corporation. Oeneral Partner Its .�..s 9 By DiL-Wm RZODIMC. a California joint venture. h General Partner dy WRSTZRN COGZMMTION. INC.. a California co Iration }. General Partner �: ey Ey DZIAUVA CAPITAL TSCHWLOGY COMANY. a-Cai*tosaia co ti Gewra4 Partner rA+►, e �� I my w + H� X70.10#23 1 - BOGR 234OPW 481 _ 1� • 71%n _ ice- tt r 3� ' sus or Cams Or . s on this ala day of Alc �s�_ 1997. before 6ov61 Notary Public in and for k 4ia � Y said county and state. personally appeared rAfsTio, personally known to me (or proved to me on the basis of f' satisfactory evidence) to be the frfs,Lk, of California Z: ' # Sio Resources I. Inc.. a California corporation. the corpora- tion that executed the within instrument and personally "i known to me (or proved to M on the basis of satisfactory Y'+ evidence) to be the person who executed the within instru- ment on behalf of said corporation. said corporation beinq personally known to me to be one of the partners of Reddinq s" Favor. a California joint venture. the j31nt venture that ., ; executed the within instrument. and acknowledged to me that such corporation executed the same as such partner and that such joint venture executed the same. �• Nota ry Public I X70.10229 �f 9/24/97 fk"?.340sa 482 `>9 srass or .r on this day of Ate. ✓sem 1^87. - before ale. +4-,z_ ala notary Public in and for 7 said county and state. personally appeared 7u l 4,t! F. personally known to me (or proved to me on the basis of - {� satisfactory evidence) to be the P tet,/-✓1 of Western Cogeneration, Inc.. a California corporation, the corpora- ry {- tion that executed the within instrument and personally j h f known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instru- ment on behalf of said corporation, said corporation being »1 • " personally known to see to be one of the partners of Del-West '! Redding. a California joint venture ('Del-West•). the joint venture that executed the within instrument as a partner of Redding Power. a California joint venture ('Redding'). the ` . joint venture that executed the within instrument. and acknowl- , edged to me that such corporation executed the same as a \ s partner of Del-West. which is a partner of Redding. both of which executed the within instrument. Notary, Public e•. J..!]1440 is Z70.10t23 t ;k: 6/24/97 E s=2340w 483 - ,r t 1: a . ,r- .1 +� cows: or A6- on 0n this 7,0( day of 441•2 is/ _ 1907. -r before me. /.t j�M,'a,'e Notary Public in and for said county and state. personally appeared 1P.D. G m_e&,11 personally known to me (or proved to me on the basis of 7 satisfactory evidence) to be the % of Delmarva Capital Technology Company. a Catttvrn4a corporation. the ' corporation that executed the within instrument and person- y. ally known to me (or proved to me on the basis of satisfac- tory evidence) to be the person who executed the within ia instrument on behalf of said corporation. said corporation � � s, being personally known to me to be one of the partners of n: k Del-/Nat Redding. a California Joint venture ("Del-Meat"). the Joint venture that executed the within instrument as a 1 partner of Redding Power. a California Joint venture ("Reddinq"). the Joint venture that exe-uted the within instrument, and acknowledged to me that such corporation executed the same as a partner of Del-Wert. which is a j partner of Reddinq. both of which executed the within ' instrument. -'I Notafy Publi 71 -s 4, M!13A T. CfX:NAtp Manz 1w.[ bpft Na 24-92214Ap k :.q . OW Cw+uw.tio"�. kr A, roq X70.10:26 6/24/87 %i wx2340m*484 ai. - -F Y ' 1 i y. :.. EXHIBIT A SITE ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE COUNTY OE SHASTA, vrAn or CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL 1: 1 . PARCEL 1 AS SHOWN ON PARCEL MAP NC. 52-84 FOR M. JAXON BAKER RECORDED NOVEMBER 21, 1964 IN BOOR 24 OF PARCEL MAPS AT PAGE {" . 118, SHASTA COUNTY RECORDS. ` PARCEL 2: fix_ t AN EASEMENT FOR UTILITY PURPOSES 10 FEET IN WIDTH OVER. UNDER AND ACROSS A STRIP OF LAND LYING EASTERLY OF AN ADJA- CENT TO THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF PARCEL 1 AS ` SHOWN ON PARCEL MAP NO. 52-84 FOR W. JAXON BAKER RECORDED W 4y� !� NOVEMBER 21. 1984 IN BOOR 24 OF PARCEL MAPS AT PAGE 118. s, At SHASTA COUNTY RECORDS. SAID CORNER BEING ON THE NORTHERLY n BOUNDARY OF CLEAR CREEK ROAD AS SHOWN ON SAID MAP: THENCE NORTH 01 DEGREES 23 MINUTES 11 SECONDS EAST, A DISTANCE OF 2614.00 FEET AND THE POINT OF TERMINATION OF SAID LINE. ' PARCEL 3: i' i1. AN EASEMENT FOR ELECTRICAL TRANSMISSION LINES AND INCIDEN- TALS THERETO OVER AND ACROSS A STRIP OF WiD BEING l00 FEET a: - IN WIDTH MID LYING NORTHERLY OF AND ADJACENT TO THE MOST SOUTHERLY BOLIMARY OF PARCEL 1 DESCRIBED IN THE DEED TO j.F. i SHEA CO. , INC. , DATED NOVEMBER 30. 1984 AND RECORDED NOVEM- BER 30, 1984 IN BOOR 2109, PAGE 661, SHASTA COUNTY RECORDS. SAID SOUTHERLY BOUNDARY BEING THE NORTHERLY BOUNDARY OF '+ CLEAR CREEK ROAD AS DESCRIBED IN PARCEL 1 THEREIN. THE PUR- POSE OF THE EASEMENT SHALL INCLULE THE INSTALLATION MAINTE- NANCE AND OPERATION OF A HIGH VOLTAGE ELECTRICAL TRANSMIS- SION LINE TRANSMITTING ELECTRICITY TO AND FROM PARCEL 1 AS SHOWN ON PARCEL MAP NO. 52-94 FOR W. JAXON BAKEF. RECORDED NOVEMBER 21, 1984 IN BOOR 24 OF PARCEL MAPS AT PAGE 118, 1 SHASTA COUNTY RECORDS. k PARCEL 4: AN EAS0W'2 FOR ELECTRICAL TRANSMISSION LINE AND INCIDENTALS THERETO OVER AND ACROSS A STRIP 100 FLET IN NIL�TH AND LYING EASTERLY OF AND ADJACENT TO THE FOLLOWING DESCRIBED LINE: - 2 bmK2340MIA 485 ,y r c � fF BEGINNING AT THE MOST SOUTHRAZTERLY CORNER OF PARCEL 1 AS ' SHtWN ON PARCEL PW NO. 52-64 WOK W. JAXON BAKER RECORDED NOVEMBER 21. 1984 IN BOOR 24 OF PARCEL MAPS AT PAGE 118. SHJI3TA COtltri'Y RECORDS. SAID Y CORNER BEING ON THY NORTHERLY BOUNDARY OF CLEAR CREEK ROAD; THENCE NORTH 01 �. DEGREES 23 MINUTES 11 SECONDS EAST. A DISTANCE or 2614.00 rEET AND THE POINT OF TERMINATION Of SAID LINE. THE PURPOSE Or THE RASZM 21TS DESCRIBED I' PARCELS 3 AND 4 HEREIN SHALL INCLUDE THE INSTALLATION. MwINTENANCE AND OPER— ATION Or A HIGH VOLTAGE ELECTRICAL TRANSMISSION LINE TRANS— HITTING ELECTRICITY TO AND FROM PARCEL 1 AS SHOWN ON PARCEL os r MAP NO. 52-84 FOR N. JAXON BAKER. RECORDED NOVEMBER 21, 1984 IN BOOR 24 OF PARCEL MAPS AT PAGE 118. SHASTA COUNTY r"�F► RECORDS. r ":i y 2 p � "+•-*+.tee., -.�1,�.:.+.�1.��w.e,w---�--:.. -—.�. ._ .�....r_�.�. __ ;t N ril a -A Exhibit S The Project > `" A 23 megawatt (net) wood-fired generating facility including the.interconnection and transportation equipeant I "` required for the sale therefore, and a sawmill to be adjacent 1 ti to that facility. C • t :fT ;'fir:• i r 1 � , 2340 487 _ y� a EXHIBIT C `y PERMITTED EXCEPTIONS ALL RECORDING REFERENCES ARE TO THE OFFICIAL RECORDS or tl`. SHASTA COUNTY, CALIFORNIA UNLESS OTHERWISE NOTED. 1. AN EASEMENT: IN FAVOR OF: PACIFIC GAS AND ELECTRIC COlIPANY. A CALIFORNIA CORPORATION FOR: METAL TOWERS OR WOODEN OR METALLIC PC,LE9 RECORDED: FEBRUARY 27, 1948 IN BOOR 267, PACE 2Z4. 4 ._.. 2. AN EASEMENT. r' _ IN FAVOR OF: UNITED STATES OF AMERICA ' ems` FOR: TRANSMISSION LINE GSE NO. : 5906 RECORDED: NOVEMBER 7, 1952IN 80010 386. PAGE 229 i T AND OCTOBER 21, 1947 IN BOOR 269, PACE 362. 3. A PERPETUAL RICA:, PRIVILEGE AND EASEMENT TO CONSTRUCT, RECONSTRUCT, REPLACE. REMOVE, OPERATE. INSPECT. MAINTAIN �R AND USE AN ELECTRIC TRANSMISSION LINE WITH POLES, TOWER. ! CROSS-ARMS, CABLES, WIRES, GUYS. SUPPORTS AND ALL INCI- DENTS THERETO, AS CONTAINED IN THE EASEMM CONTRACT, M. IN FAVOR OF THE UNITED STATES. DEPARTMENT OF INTERIOR, I BUREAU OF RECLAMATION. DATED AUGUST 23, 1961 AND RE- CORDED SEPTEMBER 29. 1961 IN BOOR 682 OF OFFICIAL RE- CORDS AT PACE 413. ' 4. EASEMENTS. CONDITIONS AND RESTRICTIONS SHOWN OR DEDICATED BY THE PARCEL MAP � - � RECORDED: NOVEMBER 21. 1984 IN BOOR 24 OF PARCEL MAPS AT PAGE 118. SHASTA COUNTY. GLI- 'j FORNIA. .I. S. AN EASEMENT: i F IN FAVOR OF: CORPORATEA CO. . INC. , A NEVADA rl FOR: ROAD PURPOSES f RECORD®: NOVLXBU 30. 1984 IN SCOT 2109. PACE iI 661. 5nnK?34&m;E 488 _ lip- t 1 f 4 •� 6. ?ARMs AND CONDITIONS CONTAINED IN THAT CERTAIN DEED : GRANTOR L W. JAXON LUM. COMM I NC HIS SEPARATE PROPERTY CRANTEEL CALIFORNIA-310 RESOURCES 1, INC.. A CALIFORNIA CORPORATION DAT®s JANUARY 18. 1985 at t •� RECORDED MARCS 11, 1985 IN BOOR 2132. AT PACE 368. � � f t A j ti s .r' t f x 1'y +- 28533 m2340w 489 _ SN '-A �'7 J C_ Recording Requested BY: n CCOODfD At Q[G7ESi Of vE00-Y0 nflE CO Redding Title Cnmp.iny 160561 JH AT ----------------------------------- OmCiY 11CO4pf SIASIA Cawrr.uu. When Recorded Mail To: NOV 2 1990 l l Commonwealth Land Title Company 455 Market Street Suite 210 asst,ut-ucaa�Ht LLQ. San Francisco, California 94105 Attn: Foreclosure Department SPACE ABOVE THIS LINE FOR RECORDER'S USE-- Substitution of Trustee W`{EREAS, Redding Power, a California Joint Venture was the original Trustor, :cor Title Insurance Company o: was the original Trustee, and National westminster Bank USA was the original Beneficiary under that certain Deed of Trust (the "Deed of Trust") dated July 31, 1987 , recorded August 28 1961 as Instrument Number 28533 in Book 2340 at Page 459 of official > Records in the office of the County Recorder of Shasta County, n j California, and WHEREAS, National Westminster Bank USA the undersigned, is the present Beneficiary under said Deed of Trust, and WHEREAS, the undersigned desires to substitute a new Trustee under said - Deed of Trust in the place and stead of said original Trustee thereunder, NOW, THFREFORE, thn undersigned hereby substitute Commonwealth Land Title Company whose address is 455 Market Street, Suite 210, San Francisco, Califcri�ia, 94105, as Trustee under said Deed of Trust. " Whenever. the :ontext hereof so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. Dated Octvher 30 1990 National West^sinster Bank USA BeneficiaryC21MY By [s . ,r.^.rriYwk X•ilia`�' 4 Its:Senior Vice President Attach Ackn_wledgement Here C.K2 �8P.044 ' i • r �+ ►: '° + �CU`:y i r t 1 STATE OF NEW YORK ) _ ) ss. COUNTY OF Nassau ) On this _32]EW day of October, 1990, before me, a Notary Public in and for said State, duly commissioned Arid ,L• sworn, personally appeared Armand S. Ehrlein, personally t+• �� =:' known to me (or proved to me on the basis of satisfactory evidence) to be the Senior Vice President of National ,y.;t'• Westminster Bank USA, the officer executing the within c1 instrument, and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or a 46 and acknowledged to ms ..��Yr.. resolution of its board of directr� ?`s�4.•� that he subscribed his name on the within instrument. 11� •,i,�y- Y 't �t•,1�,� IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal on the date in this certificate first above written. . Nor -4-c of y lC NO(1.1N i\lea'L��- �'•.•.....�. . ..._ .:,r Y.i 9.1.' `, _ r�rT'It E]4582 (8970(7) ry •;r 47950 3::K26r�c8PA6E �t• 4��'. 1r r�.�+WwHwfi�r.-.-�.�r..r.r..•...w���...r..,�...... ..•�..��.._...w.�. .�..�..�--- '�' 7. r �.4 1�.' a • ?1 1.y 1 f♦� Kr SH STA CgLn,7 Y •�%:)vl Recording Requested by: Redding T:LIr Cu. 060561 JH RE^.oROEo AT RE�L;EST OF National Westminster Bank USA RECOINQ TITLE Co. MIN.PAST.Z_2_, 1 OFLI(IAL 1"C101 SM►(iA(CLWT1,(ALI• ---------------------------------- When Recorded wail To: NOV 2 1990 Commonwealth Land Title Insurance Company - usU»a IL(cCu RF I// 455 Mark__ Street 411 Suite 210 San Francisco, California 94105 ---------------------------------- SPACE ABOVE THIS LINE FOR RECORDER'S USE -- Trustee's Sale Number 70669-D3 NOTICE OF DEFAULT AND ELECTION TO SELL UNDER DEED OF TRUST -� f', o � IMPORTANT NOTICE IF YOUR PROPERTY IS IN FORECLOSURE BECAUSE YOU ARE BEHIND IN YOUR PAYMENTS, IT MAYBE SOLD WITHOUT ANY COURT ACTION, and you may have the legal right to bring your account in good standing by paying all of your past due payments plus permitted costs and expenses within the time permitted by law for reinstatement of your account, which is normally five business days prior to the date set for tae sale of your property. No sale date may be set until three months from the date this notice of default may be recorded (which date of recordation appears on this notice) . This amount is $40,171,766.00 as of Octobe- 10, 1990, and will increase until your account becomes current. You may not have to pay the entire unpaid portion of your account, even though full payment was demanded, but you must pay the amount stated above. However, you and your beneficiary or mortgagee may mutually agree in writing prior to the time the Notice of Sale is posted (which may not be earlier than the end of the three-month period stated above) to, among other things, (1) provide additional time in which to cure the default by transfer of the property or otherwise; or (2) establish a schedule of payments in order to cure your default; or both (1) and (2) . Following the expiration of the time period referred to in the first paragraph of this notice, unless the obligation being foreclosed upon or a separate written agreement between you and your creditor permits a longer period, you have only the legal right to stop the sale of your property by paying the entire amount demanded by your creditor. j;CK2658►A0E174- I -'SH STA CCnNTY R To find out the amount you :rust pay, or to arrange for payment to stop the foreclosure, or if your property is in foreclosure for any other reason, contact: National Westminster Bank USA r c/o Morrison & Foerster Attn: Brenda J. M. Walsh 345 California Street San Francisco, California 94104 (415) 677-7000 i If you have any questions, you should contact a lawyer or the government agency which may have insured your loan. =T Notwithstanding the fact that your property is in foreclosure, you may offer your property for sale, provided the sale is concluded prior to the conclusion !!! I of the foreclosure. Remember, YOU MAY LOSE LEGAL RIGHTS IF YOU DO NOT TAKE PROMPT ACTION. NOTICE IS HEREBY GIVEN: That Commonwealth Land Title Company, a California corporation (the "Trustee") , is duly appointed successor Trustee under that certain Deed of Trust, Assignment of Rents, Security Agreement, and Financing Statement (the "Deed of Trust") executed by Redding Power, a California joint venture (the "Trustor") , to secure certain obligations in favor of National Westminster Bank USA, a national banking association, as beneficiary (the "Beneficiary") , dated July 31, 1987, and recorded August 28, 1987 as Instrument Number 28533 in Book 2340 at Page 459 of Official Records in the office of the County Recorder of Shasta County, California, and that The Deed of Trust encumbers certain real property and personal property more particularly described therein (the "Trust Property") , and that The Deed of Trust secures the payment of and the performance of certain obligations including, but not limited to, the obligations set forth in (1) that certain Construction Loan and Term Loan Agreement dated July 31, 1987, executed by the Trustor and the Beneficiary (the "Loan Agreement") , and (2) that certain Interim Note dated August 28, 1987, with a face amount of $37,600,000.00 (the "Promissory Nota") , and that the Loan Agreement and the Promissory Note are collectively referred to herein as the "Note", and that A breach of, and default in, the obligations for which the Deed of Trust is security has occurred in that the Trustor (and/or its successor in interest BCCK26358PAC( /rr4'" l I "oil 10 with respect to the Trust Property) has: (1) failed to pay the balance of the principal sum required under the Note and Deed of Trust which became due in full on May 1, 1990, together with interest, including post-default rate interest, due thereon, accruing from April 1, 1990; ( ) failed to pay attorney's fees and expenses incurrad by the 3eneficiary to r protect the Trust Property; (2) failed, or shall hereafter fail, to pay all other and subsequant interest and/or principal together with any and all other obligations and indebtedness a may become due pursuant to or under the Mote and/or the Deed of Trust and not performed and/or paid including, without limitation, reimbursement to the Beneficiary and/or the Trustee of any of the following fees, costs and expenses heretofore or hereafter incurred, suffered or paid by the Beneficiary and/or the Tructsa in connection with the Note, the Deed of Trust, the Truator (and/or its successor in interest with respect to the Trust Property) or the Trust Property: (a) attorney's fees and costs including, without limitation, thoso incurred in connection with foreclosure of the Deed of Trust, s appointment of a receiver with respect to the Trust Property, ' litigation over the amount, validity, enforcement or priority of o, the Note, the Deed of Trust, or commencement of an action orI proceeding 'for relief from any bankruptcy court or other judicial or administrative stay, order or injunction, and all other such matters; (b) real and/or personal property taxes, or payments under or with respect to prior or junior liens or encumbrances, insuranc3 premiums and all other such matters; (c) protection, preservation, repairs, restoration or completion of the Trust Property, and all other such matters; (d) co=pliance with any applicable laws, regulations or orders, and all other such matters; (e) Trustee's fees, trustee's sale guarantee premiums, and other foreclosure costs, and all other such matters; and that It is the intention of the Beneficiary to include herein all delinquent sums or obligations now or hereafter secured by and under the Deed of Trust, whether presently known or unknown, and whether or not specifically set forth herein, and That by reason of the above defaults, the Beneficiary has declared all sums secured by the Deed of Trust immediately due and payable and has elected and does hereby elect to cause the Trust Property to be sold to satisfy the obligations secured thereby, and that Beneficiary hereby elects to conduct a unified foreclosure sale pursuant to the provisions of California Commercial Code Section 9501(4) (a) (ii) and to include in the nonjudicial foreclosure of the estate described in this Notice of Default and Election to Sell all of the personal property and fixtures described in the Deed of Trust and other personal property of the Trustor related to the Trust Property in which the Beneficiary otherwise had a security interest, and that " 9H SPA COUNTY I I I t Beneficiary reserves the right to revoke its I election as to some or all of said personal property and/or fixtures, or to add additional personal property and/or fixtures to the election herein expressed, at Beneficiary's sole election, from time to time and at any time until the Ili consummation of the trustee's sale to be conducted pursuant to the Deed of Trust and this Notice of Default and Election to Sell. Dated: November 1, 1990 Commonwealth Land Title Company, Trustee _ David A. Brown, Authorize. S'.gnature > ` n 4 7 y.;� - S' e 4\. 47951 aoox2658Pacc749 aw SHASTA C0u'rry = - i I ! lJ RERRY D. LONG, Fa MCRRISON 6 FOERSTER J S C 2 i Attorneys at Law RECORDED AT REpI'EST OF i 345 California Street �p.HK.-�=1 rRUSI Y 3 San Francisco, CA 94104-2695 AT MIN.PAST I Telephone: (415) 677-7000 oRuui MORDs SMASIA cc: , .cam. 4 II Q4Ltt It n TO FE3 i ;0�1 CARR, KENNEDY, PETERSON & FRUST Law Corporation 420 Redcliff Dr. , P. 0. Box 492:96 0 6 Redding, CA 96049-2396 Asussot.REcfW EU Telephone: (916) 222-2100 (2w 71 Attorneys for Plaintiff 8 I T SUPERIOR COURT OF THE STATE OF CALIFORNIA y � FOR THE COUNTY OF SHAS TAx 10 -coo- 11 � NATIONAL WESTMINSTER BANK USA, 12 a national banking association, ) NO. 105312 � Plaintiff, 13 ) NOTICE OF PENDING 14 vs' ) ACTION �fl ) 15 REDDiNG POWER, a California ) jcint venture, et a1, ) 16 ) Defendants. ) 17 ) 18 NOTICE IS HEREBY GIVEN that the abova-entitled action concerning and affecting real property as described herein. 19 !j was 20 '! commenced on February 6, 1991, in the above-named court by i National Westminster Bank US'. plaintiff, against REDDING POWER, 21 ,' i 2' a California joint venture, the jci.nt venture partners of which II 23 ! are California-Bio Resources I, Inc. , a California corporation, - 24 OCTC-Redding, Inc. , a Delaware corporation, and GF POWER, INC. , 25 a Delaware corporation: a CALIFORNIA-810 RESOURCES I, INC. , 26 California corporation; D^TC-REDOING, INC. , a Delaware , CARR.RENNEDY P.TUwSoN.I FROST 1 . I,,,l„, o,a, it's,122-210C i o - CIA— `Y i r. mi STA COUNTY y, Imo.�-.. ��`.� �.� __ •4 .i._w.r_ 1 i I I 1 i :i I i ! I 1 corporation; GFpower, Inc. , a Delaware corporation; i5 2 ! REDDING, a California joint venture of which are Celmarva Capita: ! r 3 ! Technology Company, a Delaware corporation and Western 4 Cogeneration, Inc. , a California corporation; DELv-kRVA CAPITAL l 5 TECHNOLOGY COMPANY, a Delaware corporation; WESTERN COGENERATION, 6 INC. , a California corporation; DELMhRVA CAPITAL INVESTMENTS, i 71 INC. , a Delaware corporation; DAVID W. AL,4ARD, individually an.: I• �� g 1 doing business as A i A MACHINE & WELDING SHOP; OLEO H. ALWAItD, �p$� 9 I individually, and doing business as A 6 A MACHINE S WELDING, SHOP; sf 10 ;ii WILL IAI: BRAUN; BRAUN, LTD. ; C0MMO!I::EALT9 LAND TITLE COMPANY, a nh,j 11 California corporation; TICOR TITLE INSURANCE COMPANY OF 12 CALIFORNIA, a California corporation; and DOES 1 through 500, I 13 'i inclusive, defendants; the action is now pending in the anove- 14 :� named court. 15 The action concerns real property situate in Shasta County, 1611 California, described in Exhibit "A" attaches; hereto and 1711 incorporated herein by reference, together with all buildings, ,8 structures, improvements, and fixtures. 19 The object of the action is to foreclose plaintiff's deed of 20 trust recorded on August 28, 1987, in Book 2340 at Page 459 I 21 ' Official Records of Shasta County, California. 2211 DATED: February 7, 1991 23 i MORRISON & FOERSTER; CARR, KENNEDY, PETERSON FROST 24 iI Attorneys f r 25 j By: 26 -- - CAIN.KENNEDY R. RV S PETERSON PETERSON a:R35T 'I sOIK2686?�cj 651 f.,.,!'3 lioo I. I i a ` STT STA COUNTT Z•.�.w- ��F:.r:.s...... i 1 Ij i I I - I 1 � I j STATE CF CALIFORNIA ) 2 ) Ss. i COUNTY OF SHASTA ) I 3 `On this 7th day of February, 1991, befcre me, the - 4 undersigned, a Notary Publin in and foi t1a State of California, personally appeared R. Russ Peterson (personally known to me or + prcved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to this ir_atrument, and �.- 6I acknowledged to me that he executed the same. I 7 j DATED: February �7, 1991 8 9 Notary Public y • 10 4 12 ppRO , ►,E,eTf1 ,1f,a I � NOTARI'PVBtii/:LLiORNIA � a P+vmcW Otho r 91wSU WUNTT 13 Ht carona.Ecdla Mar.�ts97 . 14 l 15 pct. 16 I 17 I 18 - I 19 r 'f? 20 21 y" 22 II 23 24 II :�_.,. . 25 1 26 �.�. CARR.KENNEDY 80QX2F,86?.A52 r,. PETERSON a FROST I \ •u..co+ro+.no.. RK001N0`CA,1101 14.If11111l 010� - 11111 11t.t IVO ., _ � Si�ASTA ^v I I l l - i EXHIBIT A I ALL THAT CSRTA'.N REAL PROPERTY ST'rjA';* IN FIE CCUN, OF SHASTA. STATE JP CALIFORNIA. FOLLaWSi MORE PRAT;C1L.liLY OESCRIH£D AS v PARI'LL 1 PARCEL ' .`,S SHOWN ON PARCEL MAF NO. 52-84 FOR W. JAXON BAILER RI:COl1DED NOVENZER 21. 1984 IN BOOR 24 OF PARCEL MAPS AT PACE 118, SHASTA COUNTY RZCARDA. PARCEL. 21 AN 9"ZKE�TT FOk UTILITY PVA?OSE3 10 FEET IN WIDT3 OVER. � I C/) UNDER AND ACROSS A STRIP OF LAND LYING EASTERLY OF AN ADJA- y a CZtlT TO TlIE TOLLOWINC DE8CR18.iL' LINE: � BEGINNING AT TIDE MOST BOUTM37LRLY CORNEk OF PARCEL 1 A9 0 SHOWN ON PAP.CZL MAP No. 52-84 FOR W. JAXON BAXZR RrCORDEU NO',q-PMLR 21. 1984 IN BOOK 24 OF PARCEL MAPS AT PACE 119. SHASTA COUNTY RECGYDS. SAID CORNER BEING ON THE NORTHERLY DOUNOART O! CLEAR CIIZEE ROAD AS SHOWN ON SAID MAP. THE27CE MOM. 020=3 23 NINUTIIS 11 SECCMS EAST. A DISTANCE OF s 00 rZET AND =9 POINT OF TERMINATION OF SAID LINE. PAJb= 31 AM ZASEKEW TOR LUCTRICAL TRANE1gI55ION LINES AND INCIDEN- TALM Y3MUCTO OVER ANr ACROSS A STRIP OF LAND BEING 100 FEET IN W-IVTZ AND LYING NORTBMLy OT AM ADJACENT TO TEX MOST ALT BOUNMY 07 PARCEL 1 DESCRIBED IN THE DEED To J.F. SMA CO.. INC.. DATED N00imn 30. 1984 AND RECORDED NOVEM- SER 30. 1984 IK SmK 2109. PAGE 661. SHASTA COUNTY RZCORDS. SAID SOrTTZERLY BOUNDARY BEING THE NORTHERLY LtOUMARY OF CLEAR CREEE ROAD AS DESCRIBED IN PARCEL 1 12MRZIN. THE PUR- "aS OT 7= SASENSNT 3ZAZJ INCLUDE Tn INSTALLATION NAINTE- NA = AND OPE3LATION Of A SIGN VOLTAGE ELECTRICAL TRANSMIS- SION LINE TRANSNITTINO ELECTRICITY TO AND FROM PARCEL 1 AS 8871111 ON PARCEL XAP NO. 52-S4 FOR M. JAXON BAxxR RECORDED NOVM== 21. 1984 IN 800% 24 Or PARCEL MAPS AT PACE 218. SRAM COUNTY RECORDS. PARI.IM 4 AN EAS=CCWr Pott ZLSCTR I CAL TRANSIT 13 S r ON LINE AND I NC I D".,,LS TBZRSTD OVER AND ACROSS A STRIP 100 FEET IN Wtryrp AND LYING Z"71CLLT Or AND ADJACENT TO TIM rO LLOW I Nr DESCRIBED L I hZ i e�cr�Er,clfiJ.`� r � I • r,- r •• •i�'i i f �� •rim., i 1 ~�j'.��'.,�1 R �` � � � t-)''.t G., ..' � .1 -�A„_n 'I 1 I I i 1 !I DECIARATION OF SERVICE BY FLAIL 2i� _ ICCP 4101J (a) (3) ] C I ail EXACT TITLE OF DOCUMENT SERVED: NOTICE OF PENDING ACTIO*: 4 if11 �J Declarant states: I am over the age of eighteen 5 'i and not a party to the within action. I am e ployed (ln)Shyears asta County, California by Carr, Kennedy, Peterson & Frost. A Law 6 '� Corporation, at their office located at 420 Redcliff Drive, Redding, California 96002. i am familiar with their daily y 7 I business practice for collection and processing of correspondence .i and documents for mailing with the United States Postal Service, co�.) 8 iI that the correspondence and documents will be, in theordinary course of business, deposited with the United States postal a true copy of the above described document was 9 �I Service that same day. On the date this declaration is signed C)i below, plrec-1 by 10 ', me in an envelope addressed to the person(s) at the address(es) if. set forth below, CERTIFIED MAIL RETURN RECEIPT REQUESTED, then 11 sealed and following ordinary business practices, placed for collection and mailingon this d - 12 i Service at their Reddng, California, facility.the States Postal 13 NAME AND ADDRESS OF PERSCN(S) SERVED: 14 'I Redding Power I 1900 Churn Creek Rd. , Suite 308 15J Redding, CA 96002 i i 16 ii Redding Power P.O. Box 720009 17 II Redding, CA 96099 x 18 , Redding Power C/O Diepenbrock, Wulff, Plant l9 !I 6 Hannegan, Attorneys at Law t P.O. Box 3034 20 Sa.:ramento, CA 95812-3034 21 California-Bio Po-sources I, Inc. ,I C/0 Timothy L. Bailey 22 1807 Forest Cl,'n Redding, CA 9o002 23 'I }c iI OCTC-Redding, Inc. 24 li C/O C.T. Corporation Systems 101 E. Green Street, Suite 14 $ 25 Pasadena, CA 91105 _ 26 CARR.KENNEDY � (� PETERSON 4 FROST - S�CX�.rI/1l.8 P,'',,,.65 u.co.•o.•nu. •t..I K1II..iv: :Ys=! 4K001.G.A CA 116049 ...y." fAA11111 ti70lOI ..;�Y. 1111 Il27100 4-u. J /r I j 1 it GP Power, Inc. ! 6700 Alexander 2i Columbia, Maryland 21046 r 3i DelWest Redding C/O Redding Power 4 1900 Churn Creek Rd. , Suite 308 Redding, CA 96002 5 IIDelWest Redding C/O Redding Power P.O. 8Cx 720009 7 y Redding, CA 96099 -_^n 8 O=lWest Redding yt C/O Redding Power 9 it Diepenbrock, Wulff, Plant a 6 Hannegan, Attorneys at Law 10 II P.O. Box 3034 Sacramento, CA 95812-3034L'i 11 � Delmarva Capita). Technology Company 12 II C/O C.T. Corporation Systems 1 101 E. Green Street, Suite 14 13 I Pasadena, CA 91105 14 I Western Cogeneration, Inc. C/O john P. McGrain 15 '' 101 E. Green Street, Suite 14 Pasadena, CA 91105 ! e i 16 .I Delmarva Capital Investments, Inc. 1 17 913 North Market Street r 1 I Wilmington, DE 19801 18 II Da-tid W. Alward and Cleo M. Alward, 19 each individually and doing business v I as A 6 A Machine i Welding Shop 20 2635 Tremonto Road • I Anderson, CA 96007 21 William Braun; 22 I Braun, Ltd. Route 1, Box 209 �,. # 23 I Hillsboro, OR 97124 r •' .f' 24 I Commonwealth Land Title Company 455 Market Street, Suite 210 25 I San Francisco, CA 94105 I Attn: Foreclosure Department c 26 II tM � CARR.LENNEDY PETERSON a IROST II .,._�o•.o....,o. eoc�26�6P�ct E�56 nru.r m.. ...w....... I ME 1 ' , I it I j I Ticor Title Insurance Company of California Y 2i C/O Erich E. Everbach ! 6700 Wilshire Boulevard 3 Los Angeles, CA 90048 j 4 � 5 i 6i I declare under penalty of perjury under the laws of the r , 7 � State of California, that the foregoing is true and correct. s . 8 Executed at 420 Redcliff Drive, Redding, California, on February 7, 1991. 9 �) 10 wjux- Y/ y DOROTHEA M. HEATH . ; 12 r„`��• 13 14 II �� • 15 16 ! 17 i8 y 19 I J. 20 21 22 II , 23 I 24 1 I 25 2t j CARR.KENNEDY PETERSON a FROST 5654 1': AIDOING`CI'11111 11111 1...070. "`••-'' 11111 771.7100 V. a SH S'_'A COUNTY . t, as 4ECOa0ED Ar PECUEST 0: •� /�•••l � 01L DING iii�E CO. Reco:d_cq Req rested By: .r MIN.PAS' ) 114M -- - 061t(••]1 I((OU1 tuur'COUIIr1.(11D. Co-.m,oc•aealth Land Title Company____ FEB 20t991 when Recorded Mail To p/;w,�(, G✓ Commonwealth Lard Title Company -j ! 455 MarKet Street, Suite 210 uuewa ¢1(caceat(s��� San Francisco, California 94165 P� r Attn: Foreclosure Department --------------..------ SPACE ABOVE Trustee s Sale Number 70669-D3 HIS INE FOR RECORDERS USE NOTICE OF TRUSTEE'S SALE NOTICE YOU ARE IN DEFAULT UNDER A DEED OF TRUST DATED July 31,1987.UNLESS YOU TAKE ACTION TO PROTECT YOUR PROPERTY,IT NIAY HF.SOLD ATA PUBLIC SALE.IF YOU NEED AN EXPLANATION OF THE NATURE OF THE PROCEEDING AGAINST YOU,YOU SHOULD CONTACT A LAMTR. - I On March 7, 1991, at 11:00 A.M. , Commonwealth Land Title Company, a California corporation, as duly appointed Trustee under and pursuant to that certain. Deed of Trust (the "Deed of Trust") executed by Redding Power, a Or) r Califorar3-,Joint ven^ recorded August 28, 1987 as Instrument Number 28533 in Boo) 340 at Peg 459, of Official Records in the office of the County Records of/SHASTA ount California, as pursuant to that Notice of Default and Election to Sell reunder recorded November 2, 1990 as Instrument Number Recorder in Boak 2658 at Page 746 of Official Records in the office of the County Recorder of said County and State, will under and pursuant to said Deed of Trust sell at public auction for cash �. . money of e of tris United States) to the highestabidder atble at ethe mEast Entsalrancein ltofthe County Courthouse, 1500 Court Street, Redding, California, all right, title "-* and interest conveyed to and now held by Property it under said Deed of Trust in the situated in said County and State described as: r The legal description of the property which is attached is described in Exhibits "A", "A 1„ g "B° w" hereto and :s -Cade a part hereof by this reference. The street address or other common designation, if any, of the real property described above is Purported to be: -` 1900 Churn Creek Road, Redding, California 96002 The undersigned Trustee disclaims any liability for any incorrectness of the ar°e street address and other common designation, if any, shown herein. i Name 8 address of the beneficiary at whose request the sale is being conducted: • ' National Westminster Bank USA c/o Morrison S Foerster is Brenda n M. .._ Walsh 345 California Street San Francisco, California, 94104-2675: (415) 677-7256 Directions to the property may be obtained pursuant to a written request submitted to the beneficiary within ten ( 10) days from the first publication of this notice. Page One ( 1) of Two (2) 9aa269(),Ac1 U I S�;,A 5..A :_,i.,,y 70669-D3 (0002) NO^-SD2 I Page Two (2) of Two (2) Said sale will be made, but without covenant or warranty, express or implied, regarding titre, possession or encumbrances, to pay the remaining unpaid balance of the obligations secured by said Deed of Trust, with interest thereon, together with fees and costs incurred, as provided in the instruments evidencing the ob'lio_a a ons secured by said Deed of Trust, advances under the terms of* said Deed of ':rust, fees, charges and expenses of the Trustee and of the I ` .trust-created by said Deed of Trust. The total amount of the unpaid balance of I t ,:the obligations secured b costs, y the property to be sold and reasonable estimated expenses and advances at the time of the initial publication of the Notde of Trustee's sale is estimated to be $41,890,215.46, provided, however, beneficiary's bid at said sale may include all orp art of said amount. Accrued interest and advances will increase this figure prior to sale. tThe beneficiary under said Deed of Trust heretofore executed and delivered to he und _ersigned a written Notice of Default and Election to Sell. The 'l urtdersigned caused said Notice of Default and Election to Sell to be recorded in thp: county where the real property is located. ytf February 13, 1991 Commonwealth Land Title Company,Trustee 455 Market Street ) PUh1L$h: :Febrrtary 15, 1991 _ Suite 210 February 22, 1991 San Francisco,California 94105 March 1, 1991 (415)495-2500 i.. ,,. By: Ella M. Castillo, Authorized Signature 4 r � 4 .. -ty nox26900ACE Mrm F� .�. V 5'F'AS^A Cpm rr•� .CsQ.. qv p1 = .CI3:• A ALL RA:' CERTAIN PEAL PRCPERTY 5:-'.'ATE ^.r_ r ` SFAS—A, STAT - 'N CO:�"'Y Cc r - OF CAL:FORNIA, ,MORE PART:=,jkRLY .^,ESGRIHED AS r: FOLLCWS: PARCEL .. PARCEL 1 AS SHOWN ON PARCEL MAP NO. 52-84 FOR N. JAXON BAKER REC`CRDED NOVEDMER 21, 1984 IN BOOK 24 OF PARCEL * y =1B. SHASTA COUNTY RECORDS. 'uP5 AT ?AGE PARrZL 2: AN EAS-XNT FOR UTILITY PURPOSES 10 FEET IN WIDTH OVER, UNDER AND ACROSS A STRIP OF LAID LYING EASTERLY OF AN ADJA- y >I. z n CE. TO THE FOLLOWING DESCRIBED LINE: n ' . BEGINNING AT --!HEMOST SOUTHEASTERLY CORNER OF PARCEL 1 AS � SHOWN ON PARCEL MAP NO. 52-84 FOR W. :AXON BAKER RECCRDED NOVL"MER 21, 1984 IN BOOK 24 OF PARCEL MAPS AT PACE 118. bn SHASTA COUNTY RECORDS. SAID CORNER BEING ON BOUNDARY OF C THE NORTHERLY LEAK CREEK ROAD AS SHOWN ON SAID MAP: THENCE NORTH 01 DEGREES 23 MINUTES 11 SECONDS EAST, A DISTANCE OF 2614.00 FEET AND THE POINT OF TERMINATION OF SAID LINE. '. PARCEL J: AN EASE`fl:.*rT FCR ELECTRICAL TRANSMISSION LINES AND INCIDE*!- s TALS THERETO OVER AND ACROSS A SaRIP OF LAND BEING 100 EN- } IN WIDTH AND LYING NORTHMr OF AND ADJACENT TO THE MOST SOUTHERLY BOUNDARY OF PARCEL 1 DESCRIBED IN THE DEED TO J.F. z SHEA CO. , INC., DATED NOVEMBER 30, 1984 AND RECORDED NOVEM- x HER J0, 1984 IN BOOK 2109, PACE 661, SHASTA COUNTY RECORDS. e SAID SOUTHERLY BOUNDARY BEING THE NORTHERLY BOUNDARY OF - CLEAR CREEK ROAD AS DESCRIBED IN PARCEL 1 THEREIN. THE PUR- POSE OF THE EASEMENT SHALL INCLUDE TAE INSTALLATION MAINTE- NANCE ANDOPERATION OF A HIGH VOLTAGE ELECTRICAL TRANSMIS-SION LINE TRANSMITTING ELECTRICITY To AND FROM PARCEL 1 AS SHOWN ON PARCEL MAP NO. 52-84 FOR W. JAXON BAKER RECORDED .. NOVEMBER 21. 1984 IN BOOK 24 OF PARCEL MAPS AT PACE 118. �. SHASTA COUNTY RECORDS. .,,. �,.. PARCEL 4: AN EASEMENT FORELECTRICAL TRANSMISSION LINE AND INCIDENTALS THERETO OVER .AND ACROSS A STRIP 100 FEET IN WIDTH AND LYING h EASTERLYOF AND ADJACENT TO THE FOLLOWING DESCRIBED LINE: , iqz a - r - 69UPdi,E 44 4 nm k._ t EXHIBIT 'A' SEGI;INING AT TF_' MOST SOU'1'I"IEAS7ERLY CORINER OF PARCEL 1 AS SF.Cb1*1 ON PARCEL MAP NO. 52-84 FOR W. JAXON BAKER RECORDED NOVV 21, 1984 IN BOOK 24 OF PARCEL MAPS AT PAGE 118, SHASTA COUNTY RECORDS. SAID SOUTHEASTERLY CORNER BEING ON THE NORTFERLY BOUNDARY OF CLEAR CREEK ROAD; THENCE NORTH 01 DECREES 23 MINUTES 11 SECONDS EAST, A DISTANCE OF 2614.00 FEET AND THE POINT OF TERMINATION OF SAID LINE. ^ THE PURPOSE OF THE E.ISEMENlS DESCRIBED AS PARCELS 3 AND 4 HEREIN SHALL INCLUDE THE INSTALLATION, MAINMLkNCE AND OPER- ATICN OF A HIGH VOLTAGE ELECTRICAL TRANSMISSION LINE 7R.ANS- MITTING ELECTRICITY TO AND FROM PARCEL I AS SEOWN ON PARCEL �`.•: MAP NO. 52-84 FOR W. JA-XON BAKER, RECORDED NOVVeER 21. 1984 x IN BOOK 24 OF PARCEL MJ&2S AT PAGE 118, SHASTA COUNTY n RECORDS. . 4 . :T►j.' :lF I •l Y• ridgy �• _ aock2690PACE 045 �F-;1 mom AWk S'r.'ASiA cl^ ?!iY i Exhibit „�-i • All ?'rust:-'s right, titre and .n^erest ( :ncl.:dinq ,u itnot ! m.tacion, al1 rights to nossess>c:, c,- use and a!! oct.ons � r and rights ZO pUrC.^.d Se, C.^.o ve, 'dnStrUct, reconstruct repair, change or replace) , in and to the project (the "Pro,ect") described in Exhibit ".9" ro.n:ch is located or the real property more particularly described in Exhibit "a" (the "Trust Property") , and in and to the following (to the extent the same ara not Part of the Pro)ect) : (i) the boiler building, the boiler, the economizer, the tubular air heater, the bag house, coal bunkers, limestone bins, fcedwater systems, the turt;ine and diesel generator building, the turbine, diesel generators, condensate tanks, the water treatment building, chemical addition equipment, '• chemical storage facilities, recirculating and discharge ; Y' Pu,-Ps, the warehouse and shops building and all other j! buildings, structures, fixtures and other improvements of a. every hind and description nos/ or hereafter located on tha : n Trust Propertv; (ii) all materials and property now owned or hereafter acquired by or cn behalf of the Trustor intended for constructiun, reconstruction, repair, channincj ,F3 or replacement of or to such buildings, structures, � . fixtures or improvements, all of which materials and property shall be deemed to the fullest extent permitted by la.: to be l.art of the 'buildings, structures, fixtures oral other improvements immediately upon delivery thereof to the Trustor on or in the vicinity of the Trust Property; lt:; a!1 furnishings, fittings, equipment, appliances, machinery, poster transmission lines and en' 1pment ❑achne 'ools, tools, dies, jigs, IccessorlesI apparatus, motors- bo racus, , ilers, engines, devices for the operation^ w a ^f ., m:nary noor herernftptl ps or on'r !orated the v - T_ust Propert. or _r;.. budding or other tr,;ctures on the Tr.:_t rror;ert} t ) aii neatrng, nn , r 1at: g. po'.: Exhibit "21-1" ,_f'C,ct (herein �7e ;�rovl, _I 0 _h"!! An' -,-,e Aq.-ee7er.7 :j".,jr —r-c- cr 71, On Z)f —era I I la' 41DU- --I- -'�a 7 ja 1 7; C r :ev--Caole If 7Jrtqaqed, 2 c: 0 sO-- n e r c,.-;t there_,. 0 ne len Of .he Deed of_ C;`:t t t'C, a r.J Inter es- ae a to and all pernits, ppru,,,j.S� c e va r _ors, exempt.ons and or ne.,- to I fC,t S 7S C c, .atter Is s i e d, :made o r g r a r t ed t.-, respect t o ::n e irust PrDI,,L-r7y (herein collectively called the IPer7l,.s .) , Z, L d e J that any of the Permits .�n ich, by their terms C r by Of law would oecc7e void, voidable, terminable or revcc2ole if mortgaged, pledged, Or assigned or if a security interest therein were granted are excluded from the lien of the Deed of Trust; 3i All right, title and interest of the Trustcr Linder all existing and future leases, subleases, including, wi- n� thouL limitation, assignments of lessees, and lessors, interest Linder leazes, subleases, licenses, concessions or other arrangements, whether written or oral, whereby any person has agreed or hereafter agrees to pay money or any consideration for the Use, Possession or Occupancy of ail Or any portion of the Trust Property (herein 'collectively called the "Subleases") : and all right title and interest of the Trustor in and to all claims aaainst guarantors raider any guarantees of any of the Subleases nc,.: or creat accruing; and all :9nt, le ar,d inrerest of : e Trustor in and to all o t -r rents, royal-,jes, issue., profits, re venues, income and Other Lenerits, nC,,r Or hereafter accruing with respect to al : or any po:tior of the Trust Property; All right, title and interest of the Trustor as seller under any agreement, whether oral or written, pursuant to which the Trustor has obtained or hereafter obtains an Agreement to sell any items herein mentioned, whether in -hole or in part, or any electric energy or steam produced by the Trust Property or any interest therein, ano all claims against guarantors thereof; All right, title and interest of the Trustor in each Plant Agreement (as defined in the Loan Agreement) ; All water rights appurtenant to the Trust Property together with all pumping plants, pipes, as all rights in ditches for rrigation of the Trust Property, all rights to the use Z t of water as well as all rights in ditches for Irrigation of the Trust Property, all rater s",Oc}: relating to the Trust snares of stool: or ocher evidence of C."nerFrilp of T 0 S FAS-A CQ NW Exhibit "A-111 any cart or t!,.e Trust Prcne: !:nat is owned by _.7e rr.:s:��r 4 in '. I.tn others. and al -ioc:Uf7ents of memce7-sn.p in :,.ner Or -.e77oers' Assu,::jrjon rr similar q.-o,p e S::=S r :%'na il I n:� c r ::c e r,l n; any par_ c, _:�•e clans a nd s pec:i ca t.--n s prepared f c r construction ':i rne Trisr Property and all studies, data and draw.n'-3s related thereto; and also all contracts agreements of the trustor relating to plans and specifications or to studies, data and drawings, or to the construction of the Trust Property; All inventory (as defined in the Uniform Commercial Code cf the State of California) , goods, merchandise, or other -M:"— En� � I personal property held by the Trustor, and all right, title �' and interest of the Trustor therein and thereto, all raw fitI.. .n .d. eterials, work or goods in process or materials or >1 supplies of every nature used, consumed or to be used or consured in the Trustor's business, including, without limitation, any wood, wood pulp, anthracite coal, bituminous coal or ruel oil, and all proceeds or products r cf any of the foregoing (including without limitation proceeds consisting of accounts receivable, chattel paper and insurance proceeds) , whether now owned or hereafter- acquired by the Trustor, and wherever located; And ill proceeds of the foregoing. End of Exhibit "A-1" i;Cf-26904L[018 W wr a- IM gas% SH SPA COUNT 1 i 1 =xn_..__ 9 i The Prc;ec- A 23 megawatt (net) wcod-fired generatun,^ fac_'___y i including _he interconnection and transpo:ta--in equipment required for the sale therefore, and a sawmill to to ad;acent to that facility. F. a : I i j.a2b�u�,:cc 7254 Oqy C i � I 7- RIM i ReddinI; Title Co. 360561 JH 8455 Recording Requested By: RECOR0E0 AT REQUEST Of ( RE901N° TITLE CO/�/��(� Commonwealth Land Title Company' AT�iMIN PAST //�7 d orruus uo4os s usra touNrr,cyu. -----_-corded-Mail---------- ---- 1 t when Recorded Mail To: FEB 28 1991 Commonwealth _and Title Company 455 Market Street, Suite 210 San Francisco, California 94105 Attn: Foreclosure Department Esus u<°¢ostsu ------------------------------------ SPACE ABOVE THIS LINE FOR RE'20 RDERIS USE - Trustee' s Sale Number 70669-03 iII NOTICE OF TRUSTEE'S SALE t NOTICE YOU ARE IN DEFAULT UNDER A DEED OF TRUST DATED July 31,1987.UNLESS YOU TAKE ACTION TO PROTECT YOUR PROPERTY,IT!11AY BE SOLD AT A PUBLIC SALE.IF YOU NEED AN EXPLANATION OF THE NATURE OF THE PROCEEDING AGAINST YOU,YOU SHOULD CONTACT A LAM7ER. On March 15, 1991, at 11:00 A.M. , Commonwealth Land Title Company, a California corporation, as duly appointed Trustee under and pursuant to that certain -,of Trust "Deed of Trust") executed by Redding Power, a Califo n-'a 3o�nt ven re, ecorded August 28, 1987 as Instrument Number 28533 in Boo 2340 4t Pag 459, f Official Records in the office of the County n`� Record of PASTA unt California, as pursuant to that Notice of Default and Elec i-aR to Sell reunder recorded November 2, 1990 as Instrument Number 47951 in Book 2658 at Page 746 of Official Records in the office of the County ,yr Recorder of said County and State, will under and pursuant to said Deed of Trust sell at public auction for cash (payable at the time of sale in lawful s._ money of the United States) to the highest bidder at the East Entrance to the County Courthouse, 1500 Court Street, Redding, California, all right, title and interest conveyed to and now held by it under said Deed of Trust in the r; property situated in said County and State described as: The legal description of the property is described in Exhibits 'A", "A-1" & "B" which is attached hereto and is made a part hereof by this reference. The etiaet address or other. 7omr.ion desi na_icn, if -In y.y, of the real property described above is purported to be: 17120 Clear Creek Road, Redding, California t The undersigned Trustee disclaims any liability for any incorrectness of the street address and other common designation, if any, shown herein. Name & address of the beneficiary at whose request the sale is being conducted: r..4-•'`, National Westminster Bank USA c/o Morrison & Foerster ; Attn: Brenda J. M. S;•- Walsh ; 345 California Street San Francisco, California, 94104-2675; (415) 677-7256 Directions to the property may be obtained pursuant to a written request 1 submitted to the beneficiary within ten (10) days from the first publication of this notice. t . Page One ( 1) of Two (2) soy 2692PA016 i 70669-03 (0002) NOTSD2 Page Two (2) of Two (2) Said sale will be made, but without covenant or warranty, express or implied, r.egardir.g -'.tie, possession or encumbrances, to pay the remaining unpaid balance of the oLl. jat.ons secured by said Deed of Trust, with interest thereon, together wi• ' as and costs incurred, as provided in the instruments evidencing the obli�at:ons secured by said Deed of Trust, advances under the terms of said D.ed of Trust, fees, charges and expenses of the Trustee and of the trust cr� aced by said Deed of Trust. The total amount of h t e unpaid balance of the obligations secured by the property to be sold and reasonable estimated costs, expenses and advances at the time o.f the initial publication of the Notice of Trustee's sale is estimated to be $41,979,753. 16, provided, however, beneficiary's bid at said sale may include all or part of said amount. Accrued interest and advances will increase this figure prior to sale. =•.:;ti The beneficiary under said Deed of Trust heretofore executeC and delivered to the undersigned a written Notice of Default and Election to Sell. The R i M undersigned caused said Notice of Default and Election to Sell to be recorded n x'. in the county where the real property is located. Z Y,w f.. Date: February 19, 1991 Commonwealth Land Title Company,Trustee `. : E " � ass hfxrket Street Publish: February 22, 1991 Suite 210 March 1, 1991 Sun Finacluo,California 94105 March 8, 1991 (415)495.2!110 t ar / ,t' , ! By: ✓fir a:'i` r:d/ll,' - i Ella M. Castillo, Authorized Signature .n, K, � ` r 900X2692rac,6 SH SPA C O UYP ! t, I C3I3IT A ` SiTE I ALL :2AT C.-AIN REAL PROPERTY =—'AT'E I;{ T?t' CO NI"[ _F SHASTA. PTA':E OF CALIFORNIA. MORE PARTICt-'LARLY DESCRIBED AS FOLLOWS: PARCEL 1: PARCEL 1 AS SHOWN ON PARCEL MAP NO. 92-84 FOR W. ;AXON BAKER RECORDED NOVEMBER 21. 1984 IN BOOK 24 OF PARCEL MASS AT ?ACE 118. SHASTA COUNTY RECORDS. PARCEL 2. AN EASE Mir FOR UTILITY PURPOSES 10 FT_ET IN WID73 OVER. ! UNDER AND ACROSS A STRIP OF LAND LYING EASTERLY OF AN ADJA- CE2fT TO THE FOLLOWING DESCRIBED LINE: n E. BEGINNING AT "IM MOST SOUTHEASTERLY CORNER OF PARCEL I AS SHOWN ON PARCEL MAP NO. 52-84 FOR W. JAXON BAKER RFCORDED NOVEMBER 21. 1984 IN BOOK 24 OF PARCEL MAPS AT PAGE 118. SHASTA COUNTY RyCCRDS, SAID CORNER BEING ON T$ NORTHERL'[ BOUNDARY OF CLEAR CREEK ROAD AS SHOWN ON SAID MAY: 734CE NORTH 01 DECREES 23 MINUTES 11 SECONDS EAST. A DISTANCE OF 2614.00 FEET AND THE POINT 0£ TERMINATION OF SAID L -11E. PARCEL 3: F AN EASEMENT FOR ELECTRICAL TRANSMISSION LINES AND INCIDE:4- ''ALS THERETOOVER AND ACROSS A STRIP OF LAND BEING 120 FEET IN WIrTH AD LYING NORTHERLY OF AID ADJACENT TO THE. ,A .. SCI=RLY EOUND;Z. 0£ PARCEL I DESCRIBED IN = DEED TO j.F. SHEA CO. . INC-- DATED NOVEMBER 70, 1984 AND RECORDED NOVEM- BER 70, 1984 IN BOOK 2109. PACE 661. SHASTA COUNTY RECORDS. SAID SOUTHERLY BOUNDARY BEING THE NORTlERLY BOUNDARY OF CLEAR CREEK ROAD AS DESCRIBED IN PARCEL 1 THEREIN. THE PUR- POSE Of TIM EM27MM SHALL INCLUDE TEE INSTALLATION MAINTE- NANCE AND OPERATION or A HIGH VOLTAGEELECTRICAL TPJINSMIS- i SION LINE TRANSMITTING ELECTRICITY TO AND FROM PARCEL 1 AS SHOWN ON PARCEL MAP NO. 52-84 FOR W. JAXON BAKER RECORDED NOVEMBER 22, 1984 IN BOOK 24 OF PARCEL MAPS AT PAGE 118. .`� SHASTA COUNTY RECORDS. PARCEL 4: _ AN EASOOMfT FOR ELEC:'RICAL TRANSMISSION LINE AND INCIVM4TALS THERETO OVER AND ACROSS A STRIP 100 FEET IN WIDTH AND LYING EASTERLY OF AND ADJACENT TO THE FOLLOWING DESCRIBED CINE: aca►2692p4A IQ �.r 3PA - � n EXHIBIT 'A• BEGINNING AT .THE MOST SoV:cMASTERLY CCRNER OF PARCEL 1 AS SHOWN ON PARCEL MAP NO. 52-84 FOR W. JAXON BAKER RECCRDED NOVEMBER 21, 1984 IN BOOK 24 OF PARCEL MAPS AT PACE 118. SHASTA CCUNTY RECORDS. SAID SOUTEEASTEILY CORNER BEING ON THE NORTHERLY BOUNDARY OF CLEAR CREEK ROAD; HENCE NORTH 01 DECREES 23 MINUTES 11 SECONDS EAST. A DISTANCE OF 2514.00 +r�'.`•.i{}! . FEET AND TEE POINT OF TERMINATION OF SAID LINE. - •�• TzY'K.4: Z� 4}'r. TEE PU"POSE 0! TEE EASEMENTS DESCRIBED AS PARCELS 3 AND 4 :.. ` ;�+ HEREIN SHALT. INCLUDE THE INSTALLATION. MAINtTENANCE AND OPER- ATION OF A RICH VOLTA= ELECTRICAL TRANSMISSION! LINE TRANS- MIT'TING ELECTRICITY TO AND FROM PARCEL 1 AS SHORN ON PARCEL t 1. MAP N0. 52-84 FOR W. JAXON BAKER. RECORDED NOVEMBEP. 21. 1984 r�Cy` IN BOOK 24 OF PARCEL MAPS AT PACE 118. SHASTA COaNTY RECORDS. �?e+t7�Ci i:&iryt' Fes:: '<: •.h '�» .� •Y lel 'L'• =•Y . a �b t accx2692 PA6t�1 I '1 J vi ST I Exhibit "A-111 I f AllTrustor's right, Litle and interest (including without limitatio•-, all rights to possession or use and all options and rights to purchase, remove, construct, reconstruct, repair, change or replace) , in and to the project (the "Pro)ect") described in Exhibit "B" which is located on the real property more particularly described in Exhibit "A" (the "Trust Property") , and in and to the following (to the extent the same are not part of the Project) : (i) the boiler building, the boiler, the economizer, the tubular air heater, the bag house, coal bunkers, limestone bins, feedwater systems, the turbine and diesel generator building, the turbine, diesel generators, condensate tanks, the .rater treatment building, chemical addition equipment, chemical storage facilities, recirculating and discharge pumps, the warehouse and shops building and all other buildings, structures, fixtures and other improvements of every kind and description now or hereafter located on the Trust Property; (ii) all materials andproperty now owned ` "V or hereafter acquired by or on behalf of the Trustor intended for construction, reconstruction, repair, changing or replacement of or to such buildings, structures, fixtures or improvements, all of which materials and property shall be deemed to the fullest extent permitted by law to be part of the buildings, structures, fixtures and r�yQ other improvements immediately upon delivery thereof to the *t Trustor on or in the vicinity of the Trust Property; ( iii) all furnishings, fittings, equipment, appliances, machinery, power transmission lines and equipment , machine tools, tools, dies, jigs, accessories, apparatus, motors, boilers, engines, devices for the operation of pumps or machinery now or hereinafter located on the Trust Property or in the building or other structures on the Trust f Property; (iv) all heating, lighting, power, plumbing, air +: conditioning, refrigeration and ventilation equipment now or hereafter located on tha Trust Property; and (v) all other articles of property now or hereafter located on the Trust Property or in the building structures or other improvements on the Trust Property which under applicable law are deemed to be fixtures. The Trust Property together with the Project and other items described hereinabove are collectively called the "Trust Property"; All right g (including without limitation all rights to possession, use, all optiors and other rights to give consents, change, terminate or purchase of sell) , title and interest of the Trustor under all agreements, whether written or oral, now or hereafter in effect relating tc the Trust Property, and as lessee or lessor under any leases or _ other occupancy arrangements relating to the Trust 0 Property, whether oral or written, now or hereafter in UOK269240(680 'SH _,97A COUNT 1 ,; I I Exhibit ' Pcect (herein coL.ect:ve1y _ne "Agreements") , provided I that any of the Agreements 41'11ch oy ..r;e_r terms or by operation of law would become void, voidable, terminable or- revocable if mortgaged, pledged or assigned or if a security interest therein were granted are excluded from the lien of the Deed of Trust; All right title and interest of the Trustor in, to and under all permits, approvals, certificates, variances, orders, exemptions and other authorizations now or hereafter issued, made or granted with respect to the Trust Property (herein collectively caLled the "Permits") , provided that any of the Permits which by their terms or by operation of law would become void, voidable, terminable or t revocable if mortgaged, pledged, or assigned or if a security interest therein were granted are excluded from ; the lien of the Deed of Trust; p All right, title and interest of the Trustor under all existing and future leases, subleases, including, without limitation, assignments of lessees' and 1_ssors' interest under leases, subleases, licenses, concessions or other > ` arrangements, whether written or oral, whereby any person A Ti= - has agreed or hereafter agrees to pay money or any consideration for the use, possession or occupancy of all or any portion of the Trust Property (herein collectively called the "Subleases") ; and all right title and interest r., of the Trustor in and to all claims against guarantors under any guarantees of any of the Subleases now or hereafter accruing; and all right, title and interest of :' . the Trustor in and to all other rents, royalties, issues, profits, revenues, income and other benefits, now or hereafter accruing with respect to all or any portion of I the Trust Property; All right, tit?.N and in,-crest of the Trustor as seller under any agreement, whether oral or written, pursuant to r, which the Trustor has obtained or hereafter obtains an agreement to sell any items herein mentioned, whether in whole or in part, or any electric energy or steam produced by the Trust Property or any interest therein, and all claims against guarantors thereof; k: All right, title and interest of the Trustor in ea.:h Plant _ 4te• Agreement (as defined in the Loan Agreement) ; All water rights appurtenant to the Trust Property together with all pumping plants, pipes, as all rights in ditches for irrigation of the Trust Property,4 p y, all rights to the use �' �;� of water as well as all rights in ditches for irrigation of ^`~ the Trust Property, all water stock relating to the Trust Property, shares of stock or other evidence of ownership of t ' f l0012692PAub'81 S m : ter....,<,,.-�, ..._.... .__..... '" •a y,. f 3fAy C- � P _ Y Exhibit "A-11- any part of the Trust Property that is owned by the trustor in common with others, and all documents of membership in any owners' or members' association or similar group nav:ng responsibility for managing or operating any part of the :'rust Property; All plans and specifications prepared for construction of the Trust Property and all studies, data and drawings related thereto; and also all contracts agreements of the, trustor relating to plans and specifications or to studies, data and drawings, or to the construction of the Trust t. Property; All inventory (as defined in the Unifcrat Commercial Code of the State of California) , goods, merchandise, or other personal property held by the Trustor, and all right, title and interest of the Trustor therein and thereto, all raw materials, work or goods in process or materials or supplies of every nature used, consumed or to be used or consumed in the Trustor's business, including, without limitation, an wood, wood pulp, -7. y p p, anthracite coal, ` - r' bituminous coal or fuel oil, and all i..::.. r proceeds or products ju of any of the foregoing (including without limitation proceeds consisting of accounts receivable, chattel paper A •1Kt'•,:T�: - and insurance proceeds) , whether now owned or hereafter acquired by the Trustor, and wherever located; ' And all proceeds of the foregoing. Ai wr Y` Lnd of Exi,ibit •'A-I's :t e �s iaoK2692PACE 2 r w _ I The Protect •'qy: A 23 megawatt (net) wood-fired generating facility i including the interconnection and transportation equipment required far the saldr therefore, and a sawmill to be adjacent a-F-`z ;.. ' to that facility. t c�. �) • �rtiY' } I iY y: rvc i i� `�tom• 8455 sooK4%92rKct6&3 '�. L•; �'.,!1w,f.,�;.w+.w–..may,:�..+.:.:J.r�.• _ .._" ...._._���_ ..–..__..... .. _.—__�_.��–, ._--- } 'r r v-z_ .E`�" t�•�c _ v.r1 t. .. .. ;?E,�,.�r.�:.1''�Yic:�,e x:� .� .,'•.� ,.►a,.i,:.s}�.� ♦`c= :• •: ) .#� A I 91164 Recot'ding Requested By: AT Wfl U. TT or QU,,a"G nn.E Co. Commonwealth Land CT�I(ma 2 1A CP&SqA,. ----------------- TitleCompanyarx�,ncaos�asu cvwrT,w. When Recorded Mail To MAR 7 1991 Commonwealth Land Title Company 455 Market Street, Suite 210 San Francisco, California 94105 e(amunts:_S.� Attn: Foreclosure Department -Sale-' 70669-0- Trustee's Sale Numb70669-03 SPACE ABOVE THIS LINE FOR RECORDER'S USE ' I NOTICE OF TRUSTEE'S SALE NOTICE YOU ARE IN DEFAULT UNDER A DEED OF TRUST DATED July 31,1987.UNLESS YOU TAKE ACTION TO PROTECT YOUR PROPERTY,IT S AY BE SOLD AT A PUBLIC SALE.IF YOU NEED A.N EXPLANATION OF THE NATURE OF THE PROCEEDING AGAINST YOU,YOU SHOULD CONTACT A LUV-.'BR. On March 22, 1991, at 11:00 A.M., Commonwealth Land Title Company, o California corporation, as duly appointed Trustee under and pursuant to that certain"Ne-ed of Trus a "Deed of Trust") executed by Reading Power, a CalifCk234j ) int v ore, recorded August 28, 1987 as Instrument Number 28531 a•� f, in Bolat Pa459 of Official Records in the office of the CountyRecorSHASTA y, California, as pursuant to that Notice of Default and Election to Sell thereunder recorded November 2, 1990 as Instrument Number < 47951 in Book 2658 at Page 746 of Official Records in the office of the County , Recorder of said County and State, will under and pursuant to said Deed of k " Trust sell at public auction for cash (payable at the time of sale in lawful money of the United States` to the highest bidder at the East Entrance to the Y. County courthouse, 1500 Court Street, Redding, California, all right, title and interest conveyed to and now held by it under said Deed of Trust in the ?•,e:.fi,i,. '' property situated in said County and State described as: The legal description of the „ "A-111 „ property is described >n Exhibits A & B" which is attached hereto and is made a part hereof by this reference. The street address or other common designation, if any, of the real property described above is purported to !:4: a ;e. 17120 Clear Creek Road, Redding, California The undersigned Trustee disclaims any liability for any incorrectness of the street address and other common designation, if any, .shown herein. Name S address of the beneficiary at whose request the sale is being conducted: National Westminster Bank USA c/o Morrison & Foerster ; Attn: Brenda J. M. Walsh 745 California 677-7256 Street San Francisco, California, 93104-2615; (415) Directions to the property may be obtained pursuant to a written request submitted to the beneficiary within ten (10) days from the first publication of this notice. Page One (1) of Two (2) 1VJOr3Ub ' iGGr. V ---.....-�.,...�. .....-. - ..._.... . .. ..__ .._,..� ._ �.. .... . _..�..�.._..�. ..._ .. SSSS •— • I SI SPA CO .Zt _r fitti.....�.. •��._��..�� y 70669-07 (0002) NOTS02 Page Two (2) of Two (2) Said sale will be made, but without covenant or warranty, regarding title, possession or encumbrances, to pay the remaining unpaidlbalance of the obligations secured by said Deed of Trust, with interest thereon, +4 together with fees and costs incurred, as provided in the instruments evidencing the obligations secured by said Deed of Trust, advances under the terms Sfy,�7r of said Deed of Trust, fees, charges and expenses of the Trustee and of the Sx�-• „Y; trust created by said Deed of Trust. The total amount of the unpaid balance of '^ K`atrrGs;. the obli ations secured b g Y the property to be sold and reasonable estimated costs, expenses and advances at the time of the initial publication of the Notice of Trustee's salo is estimated to be $42,069,290.86, d however, beneficiary's bid at said sale may include all or partoofd Accrued interest and advances will said amount. ' �t Kms increase this figure prior to sale. ' + 4 'T The beneficiary under said Deed of Trust heretofore executed and delivered to i the undersigned a written Notice of Default and Election to Sell. The undersigned <;aused said Notice of Default and Election to Sell to be recorded 1 in the county where the real property is located. ' . Date: February 28, 1991 Commonwealth Land Title Company,Trustee Publish: March 1, 1991 455'Market Slreet Sulu 210 tti ;1 March A, 1991 Sas Fnodseo,Cullrurnla 94105 March 15, 1991 (115)49S-2500 to fr BY •i',l�X �Yr% 11i✓�i``/ - Ella M. Cast ill 0, Author zed -S-1 gnature ~` ;k V. =C41. •) i.Y li .' � 10OK2695r►ct3�1 ;i t . 1•:. orf r'�}{ 9TA•COUPIf '•i Jl k i•� 1 .. i r i _XHIni: � Si._ ALL TEAT C RTA:N REAL PROPERTY S:—,ATE ::1 SAASTA, STATE OF CALIFORNIA. MORE PART:=T-ARL•t CESCRI3ED AS FOLLOWS: r •t v PARCEL 1. u. . . 1 PARCEL 1 AS SHOWN ON PARCEL MAP NO. 52-84 FOR W. JAXON BAKER r RECORDED NOVEMBER 21, 1984 IN BOOK 24 OF PARCEL MAPS AT PACE 118, SHASTA COUNTY RECORDS. PARCEL 2. • AN EASEM 47 FOR UTIL::': PURPOSES 10 F--E'T :N WIDT3 OVER. f7 ' `- UNDER AND ACROSS A STRIP OF LAPD LYING EASTERLY OF AN ACJA- ' "• CENT TO TEE FOLLOWING DESCRIBED L:NE: ' Y.'I. BEGINNING AT TZE MOST SOUTfD:AST�RLY CORNER OF PARCEL AS SHOWN ON PARCEL MAP NO. 52-84 FOR N. JAXON BAKER RECORDED k` NOVEIOjgt 21, 1984 IN BOOK 24 OF PARCEL MAPS AT PAGE 118. SHASTA COUNTY RECORDS. SAID CORNER BEING ON TIM NORTBZRLY z'�i1• BOUNDARY OF CLEAR CREEK ROAD AS SHOWN ON SAID MAP: 13E:VCE �. NORTH O1 DEGREES 23 MINUTES 11 SECONDS EAST. A DISTANCE CE 2614.00 n= AND T= POINT OF TEERMINATION OF SAID LINE. ='r PARCEL 3: AN EASEMENT FOR ELECTRICAL TRANSMISSION LINES AND I:SC:ZE:I- TALS 71MMETO OVER AND ACROSS A STQIP' OF LAPD BEING :CO F=T_? IN WIDTH AND LYING NORTHERLY OF AND ADJACENT TO TBE MOST SOL: XRLY EOINDARY OF PARCEL 1 DESCRIBED IN T= DEED TO 1.F. SHEA CO. , INC. , OAT= NOVEMBER 30, 1984 AND R£CCRDED NOV01- BER 30, .984 IN BOOK 2109, PACE 661. SHASTA COL'N'TY REr,:RD=. SAID SOUTHERLY BOUNDARY BEING TBE NORTHERLY BOUNOA!"Y OF CLEAR CREEK ROAD AS DESCRIBED IN PARCEL 1 :3EREIN. :3E ?UR- POSE OF THE EASEMENT SHALL INCLUDE = INSTALLATION MAINTE- NANCE Atm OPERATION OF A HIGH VOLTAGE ELECTRICAL TRANSMIS- SION LINE TRANSXITT:NG ELECTRIC::^: TO AND FROM PARCEL 1 AS SHOWN ON PARCEL MAP NO. 52-84 FOR W. JAXON BAKER RECCPZ= NOVEMBER 21. 1984 IN BOOK 24 OF PARCEL MAPS AT PAGE 118. SHASTA COUNTY RECORDS. PARCEL 4: AN EASEMENT FOR ELECTRICAL TRANSMISSION LINE AND INCIDF.INTALS :•H_`7= OVER AND ACROSS A STRIP 100 FEET IN WID7.3 Atm LYING EASTERLY OF AND AOJAC��T TO THE FOLLCWINC DESCRIBED L:NE: r - a�aK269:iracl�S ( ..(c"' ..ori,tLs0.'-�'r•,'/f1 ir!!! .�,`-Y rrA C �. r 'r'�'�'� w' *."' .:iT t� tiri. f • Sr i .�'�' {Lh .a'r' �. ;� , , i '.. � �, 1 1 � VT1 �� L 1 .r•Vr L (/� r .Y `�./ }�. , '+✓ c- }� Y .. r•: � � � t1r � 1 •.7l fir. r�� •5Y � .^ ^, .s r+Y ; :�� r},a f `!- -�' ,�` T-` EXHIBIT .A. .~ BEGINNING AT THE MOST SOUT3EAS7ERLY CORNER OF PARCEL 1 AS SHOWN ON PARCEL MAP NO. 52-84 FOR W. JAXON BAKER RECORDED . NOVEMBER 21, 1984 IN BOOK 24 OF PARCEL MAPS AT FACE 118, . SHASTA CCUI= RECORDS. SAID SOUTP.EASTERLY CORNER BEING ON THE NORTHERLY BOUNDARY Or CLEAR CREEK ROAD; T=CE NORTH 01 DEMMS 23 MINUTES 11 SECONDS BAST, A DISTANCE OF 2614.00 �h=� ' FELT AND TEE POINT Or TERMINATION 01* SAID LINE. TBE PURPOSE Or TBE EAsDmmS DESCRIBED AS PARCELS 3 AND 4 HEREIN SHALL INCLUDE TEE INSTALLATION. MAINTENANCE AND OPER- ATION Or A SIGN VOLTAG3 ELECTRICAL TRANSMISSION LINT TRANS- MITT/NC ELECTRICITY TO AND FROM PARCEL 1 AS SHOWN ON PARCEL MAP NO. 52-84 EOR W. JAXON BAKER. RECORDED NOVEMBER 21, 1984 r IN BOOK 24 Or PARCEL MAPS AT PAGE 118. SHASTA COUNTY L RECORDS. n �rGr a Y Wi scox26 mct` s .��-'��'t`i��;M''�`'�j f`' •M' °'�.�';;!j +'�;'� �. � •i�� re�i;,�t+C�'i�+ ,�i��•��jp.� .4�,{'7r » ��xctr5�� +',�, r 4•^ ����,��.��.s,iil f+'��• y1�a�t � f� S {3.3�,�. "t�`''.G;�"T.•! �jJ�,�4"��\S'Nj,Y •�'��V-','il^i _ j�r �t,�-��c`" �r �, . a• r � ��,�.}• �+1,��Z�! ��t r d�i�}'iyc�r,TT. ���';►' �� ,i° 't S •. r,F yL�1•Y r r 771,77Q..CMA i. .......................... +d� Exhibit }r" All Trustor's right, title and interest (including without limitation, all rights to possession or use and all options 4 and rights to purchase, remove, construct, reconstruct, r repair, change or replace) , <' t re a q p ) , in and to the project (the Project") described in Exhibit "B" which is located on the real property more particularly described in Exhibit "A" (the Trust Property") , and in and to the following (to the '4• d extent the same are not part of ,the Project) : (i) the r boiler building, the boiler, the economizer, the tubular j air heater, the bag house, coal bunkers, limestone bins, 1=;fir ti feedwater systems, the turbine and diesel generator �tts• building, the turbine, diesel generators, condensate tanks, sr`� the water treatment building, chemical addition equipment, chemical storage facilities, recirculating and discharge Pumps, the warehouse and shops building and all other buildings, structures, fixtures and other improvementg of every kind and description now or hereafter located on the Trust Property; (ii) all materials and property now owned ggn ,• or hereafter acquired by or on behalf of the Trustor intended for construction, reconstruction, repair, changing or replacement of or to such buildings, structures, fixtures or improvements, all of which materials and property shall be deemed to the fullest extent permitted by law to be part of the buildings, structures, fixtures and other improvements immediately upon delivery thereof to the Trustor on or in the vicinity of the Trust Property; (iii) all furnishings, fittings, equipment, appliances, machinery, power transmission lines and equipment , machine tcols, tools, dies, jigs, accessories, apparatus, motors, .h boilers, engines, devices for the operation of pumps or 'I. machinery now or hereinafter located on the Trust Property `4 h or in the building or other structures on the Trust Property; (iv) all heating, lighting, power, p conditioning, refrigeration and ventilation equipment p pndipment now y s t- or hereafter located on the Trust Pro p y; and (v) all other articles of property now or hereafter located on theTrust .� Property othr improvementsao nthe nTrust the bProperty uilding swhich uunder rapplicable a law are deemed to be fixtures. The Trust Property together ; with the Project and other items described hereinabove are ccllectively called the "Trust Property"; r�• y�•; .111 right (including without limitation all rights to Possession, use, all options and other rights to give c,Dnsents, change, terminate or purchase of sell) , title and interest of the Trustor under all agreements, whether .� written or oral, now or hereafter in effect relating to the ' Trust Property, and as lessee or lessor under any leases or V h other occupancy arrangements relating to the Trust ( !ti Property, whether oral or written, now or hereafter in rL�•,1 nn a - V.SH STA wrN ,t'� .+t4`f? '':� w` ;�','�. J..o� r,•; i_ -y' _ r Exhibit effect (herein collectively the "Agreements") , provided yJ y s... s� that any of the Agreements which by their terms or by = y= •,_.i°i operation of law would become void, voidable, terminable or ,•,r revocable if mortgaged, pledged or assigned or if a �+ security interest therein were granted are excluded from " •'1r the lien of the Deed of Trust; ti~ All right title and interest of the Trustor in, to and Y:w•` under all permits, approvals, certificates, variances, �� orders, exemptions and other authorizations now or hereafter issued, made or granted with respect to the Trust }� lf Property (herein collectively called the "Permits") " z provided that any of the Permits which by their terms or by operation of law would become void, voidable, terminable or fx revocable it mortgaged, pledged, or assigned or if a security interest therein were granted are excluded from allaa ., the lien of the Deed of Trust; � 3 All right, title and interest of 'the Trustor under all existing and future leases, subleases, including, without limitation, assignments of lessees' and lessors' interest under leases, subleases, licenses, concessions or other arrangements, whether written or oral, whereby any person *• has agreed or hereafter agrees to pay money or any " tis consideration for the use, • cw: possession or occupancy of all or an y portion of the Trust Property (herein collectively called the "Subleases") ; and all right title and interest "'• ' of the Trustor in and to all claims against g guarantors undo: any guarantees of any of the Subleases now or jam; he_eafter accruing; and all right, title and `nterest of the Trustor in and to all other rents, royalties, issues, profits, revenues income and other benefits, now or a .• p rti >� hereafter accruing with respect to all or any portion of tie Trust Property; a. All right, title and interest of the Trustor as seller c. under any agreement, whether oral or written, pursuant to • 'r��f', . • which the Trustor has obtained or hereafter obtains an agreement to sell any items herein mentioned, whether in " whole or in part, or any electric energy or steam produced yt by the Trust Property or any interest therein, and all claims against guarantors thereof; r s� All right, title and interest of the Trustor in each Plant V � {` Agreement (as defined in the Loan Agreement) ; " • , y�1 1 A�k'3rs All water rights appurtenant to the Trust Property together r with all pumping plants, pipes, as all rights in ditches •r�'1- �: for irrigation of the Trust Property, all rights to the uGse of water as well as all rights in ditches for irrigation �y v)i • the Trust Property, all water stock relating to the Trust '•T�+ Property, shares of stock or Zthey evidence of ownership 600x 1,' l ' t1 :� � �5 .?(�{'!��1j'.pir..�. ' :�rwa.7�Cry4 .T�4�`t'`tl� 1.+' •�r�T +,�` - � � �-.•��� :�� :�,.�.` ,C �l�C��6�ts1>a••,��-s�1�ru`�„o.�,�,a.�p;,,a,yy 'Sa�4LZ,�'4•rx' �,,,,r ,�pt.�v{��' _��i '',.. �� y��"^ _J r.. � 'r'J4 i t �i.'��j�"F�'Sd}�e s G,�Y�v',9 -b- i,. .CY � rr u.{-�1, ..•1 �L .c1� � ��t "i�J� ��t�.•.�JtI�+ ; ` �,. iT_� I i t i' y...'t: �' _�< ter? •� � .<�'7 i1` N .0 j 1..-, � *-k �, 3���a� 4d� ��✓ ": ' iso "`� '�� ` rye w1 r ,r t ,t �, � ..%�;.• i• •� 't' I) .w z, a T a , tt ♦!i`.�Cy::��•l�:.c�i+'�'�..'%y�� '�A � t ' <Y '�,'1'�`��l f -,,�`�t1, �����, �� � / +:',tiff t 1}G�_f r..YG� � - �i � � •� J �•� � • .•...i-- 1i.� �' •�,'� or •.�' iJ�S� �,�ti��,s.iJ� 4lZO',. �,{.�. }! � r ��A�' ,. 1� . � .rj���.�.• '.L}i, ..,'? t"�4�Y'_. la ���� ? Exhibit d any part of the Trust Property that is owned by the trustor in common with others, and all documents of membership in any owners' or members' association or similar group having r responsibility for managing or operating an r q y part of the t g g P Trust Property: 1 { All plans and specifications prepared for construction of _ v the Trust Property and all studies, data and drawings related thereto; and also all contracts agreements of the �� trustor relating to plans and specifications or to studies, data and drawings, or to the construction of the Trust Property; All inventory (as defined in the Uniform Commercial Code of r the State of California) , goods, merchandise, or other personal property held by the Trustor, and all right, title and interest of the Trustor therein and thereto, all raw materials, work or goods in process or materials or 4� a. • ."� supplies of every nature used, consumed or to be used or a ,? consumed in the Trustor's business, including, n { g, without limitation, any wood, wood pulp, anthracite coal, ' t bituminous coal or fuel oil, and all proceeds or products of any of the foregoing (including without limitation proceeds consisting of accounts receivable, chattel paper � •,�_e :s ` - and insurance proceeds) , whether now owned or hereafter ,'" acqu.red by the Trustor, and wherever located; And all proceeds of the foregoing. '=�;•,. End of Exhibit "A-1't i• `j •i` .. 4 _ . r ioax2695raE3 -' ��. :.y E «,�i' 3++�Y6y,'j '�`jN �` ���t�;,s� ('{''''t"• y <��_�� �♦` „� t�,.,�'" ``::_•vyt.:�:1.� �y, :::�'. 1. x, ``1 Z4R ia'{4:.ik' �� �::,�, �71 ll.!`,2� ,j '"Vi.µY.f��I�, 1'F.r ♦ �:•y 4' �4,0' tr .rh is �.�'. �, "'•:,x'1'2' f- �i..3 i `�M •M'st'i' I' � + r t� ; � ��i"'^^^"'�`���•�� 4 3 ,1 Y,��:• .��.n:��i�i;��Y;;a"a;'�.�+i , � ���� '�wi.+�s:.yii'�.�s,i.��^,,.'+��� �'� ����t� �,�t' j\� oil _ �'ai.�hs:ti`{1•Y,j'r��"T[`�,': '�ahr��?���J�h'•, r.�i�yl�•': ;�,K.��fyS�•�.:�. _c.. y s, ye�%�' ,�1.�!� f '� �• � i?"��i� � �_av �y .�-r.C`•.is.,' ,,�.�gS {Y���tG•""a�j rrT r� n !`�?���;�cx � �y r/-.:.(Ys cf>� s �� ';'!�T j �1�,4.,�s��;r� tif���{���'"�i ; •; �.L'r"Yi�•"="L�J"���?���, �'i�+;4.�� ��„T f� 'r )��. _ �t .• Tt�� � ti a1 �.`,'/t r¢ � i � K� ,+ �� �� a t1 J :�5 f �. � F � � 1 i, TA jowrx VMM t '" � �,-`vr��' ,,}r�y:c'0s�u)�'J ��,•. ��h `:r�r ��'(�► y✓�l•� ,t ;`t .. .U�;y >: �..r:7 r'• YY � '' ,� .'� Y.• � �'�` �, � t ala rl'fi ti: >,•.�,� .� ! �-d.� fit,, Exhibit A t � The Project A 23 magawatt (net) Woad-fired generating facility ;t 'E includ:nq the interconnection and transportation equipment ' r required for the sale therefore, and a sawmill to be adjacent to that facility. i? `• ` W1�� •�J`yrrr t x] E y: t { ,F 's i. 9484 eoaK2695►RGEAll r+itiw•��eea«.i 1�} 16 i ## r.s U W*i'72 ft�w fir now 0 J • '"RA eewm,wM a Mn„e Mw &2RECORDING REQUESTED BY AND WBEN RECORDED MAIL TO: AUG a 8 S87 s t Graham i James One Maritire Plaza San Francisco, California 94111 I=x Attention: Robert C. Thompson, Esq. a B Trustoc: Redding Power Beneficiary: Delmarva Capital Imwstmen 1900 Churn Cr. Rd. _ -ts Inc Suite 308 a One Maritime Plaza : Redding, G 96002 San Francisco, G 94111 DEED OF TRUST, ASSIGNMENT OF RENTS, I SE JRITY AGREEMENT, AND FINANCING STATEMENT i. yfi FROM , r ' m REDDING POWER, A JOINT VENTURE, AS TRUSTOR . t TO • TICOR TITLE INSURANCE COMPANY OF CALIFORNIA, AS TRUSTEE - E FOR THE BENEFIT OF • i 9 DELMARVA CAPITAL INVESTMENTS, INC., AS BENEFICIARY i r r , 1/8U8/D2IJX-D0T2 s=2340m 490 xwr i TABLE OF CONTENTS JG Page " 6j Definitions.. .1 1.1 Certain Definitions......... ....... ..........1 ' r. 1.2 Other Definitions.. ......................... .. Conveyance and Creation of Security Interest........ .2 t' 2.1 Granting Clauses...................... .... ....2 2.2 Habendum Clause.. ............,5 2.3 In Trust to Secure... ............ .5 h 2.4 Security Interest.............................5 t. Aj III. Representations, warranties and Covenants......... ...6 IV Trustor's Additional Covenants.......................6 ' 4.1 Operation of the Security..................... P 6 4.2 Liens, Title. ................ ... ...........6 4.3 Defense of Title.. .... .......... ....6 4.4 Recording Obligations and maintenance of Lien.. . . . . .7 4.5 Trustor's Notice ofEventofDefault...... . ...7 `Q 4.6 Covenants Regarding Environmental Compliance......................... .... .. . . .7 4.7 Right of Entry.... ............ .. ...9 4.8 Defense of Actions for Negligence.............9 a Y 4.9 Further Assurances...........................10 V. Alienation.. .l0 iVI. Assignrent cf Rents.................................10 6.1 Assignment of Rents. ......................10 6.2 Application of Prcceeds............ ..........11 6.3 No Liabiltty of Beneficiary +� in Collecting.. .. ........ ......11 6.4 Assignment Not aRestriction of y. Beneficiary's Rights.......................11 VII. Events of Default...................................11 ' . { 7.1 Events of Default..... .. ..................11 F: ?l' 7.2 Rights Upon An Event of Default..............12 i 7.3 Waiver of Rights....... ...................12 7.4 Discontinuance of Proceedings................13 w � 1/BUS/OELM-DOT2 wx2340mia 491 _ ti� c _ H.• • t.. , TABLE OF CONTENTS (cont'd) 1 Page 7.5 Costs an.i Expenses.. ........................11 7.6 Beneficiary Statement....................... .13 7.7 Right to Possession... .......................13 7.8 Application of Proceeds......................14 VIII. Security Agreement..................................15 a IX. Application of Proceeds.............................17 X. Miscellaneous Provisions............................17 1r F 10.1 Trustee and Beneficiary Have No Liability..... . ..... ................17 10.2 Waiver of Statute of Limitations.............is 10.3 No Waiver.. •• .18 � �. 10.4 Recordation... �.............................18 s� 10.5 Substitution of � . Trustee... ... ..............18 .� 10.6 Advances by Beneficiary ortheTrustee.......18 10.7 Irrevocable Trust........................... .18 ' � .� r 10.8 Reconveyance.. . . ...... . � ..... ..... ........18 10.9 Renewals, Amendments and OtherSecurity. .....19 . 10.10 Limitation on Interest.......................19 10.11 Unenforceable or Inapplicable Provisions.. . .19 r 10.12 Rights Cumulative.. ....................... ..19 10.13 Successors and Assigns.......................20 10.14 Captions.....................................70 10.15 Notices....... ......................20 10.16 Limitation on Liability......................20 ' 10.17 Governing Law........ ....... .......20 10.18 Subordination................................20 g Exhibit A - Site ,1 Exhibit B - Project H *+ V c e 1/808/DZLK-00?2 T ' s=234NrA 492 'S G �a g AL %rid • • ` . 2 THIS DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEKENT AND FINANCING STATEMENT, dated as of July 31, 1987, '" . is frum REDDINC pOwER, a uaifornia joint venture, a: trustor F ' and debtor ("Trustor"), to TICOR TITLE INSURP.NCE COMPANY OF CALIFORNIA, a California corporation, as trustee ("Trustee"), for the benefit of DELMARVA CAPITAL INVESTMENTS, INC., a ' "•, Delaware corporation, as beneficiary and secured party tom' ("Beneficiary"). This Deed of Trust together with Exhibits A, J4 B and C attached hereto, is referred to as the " Deer n trust'-. References in this instrument to Articles, Sections, . � and Exhibits are made, unless otherwise noted, to the Artic eTs, Sections, and Exhibits of this Deed of Trust. wCJ' ARTICLE I Definitions 1.1 Certain Definitions. The following capitalised terms shall have the o ow ng meanings when used herein: =' "Bank" shall have the meaning given in the Loan Agreement. r� 3 "Foreclosure Sale" means a nonjudicial sale of G Security made pursuant to the power of sale granted the !. Trustee herein, or a sale of Security made pursuant to a y: �' ... court order or decree. sY Y rA r "Loan Agreement" means the Compensation Loan Agreement by and between Trustor and Beneficiary of even date herewith. as ,. "Loan Documents" means this Deed of Trust, and the Eoan Agreement together with the documents referred to `# therein as Loan Documents. :t "DCI Notes" means the Cost Overrun Note, the . Additional Funding Note or the Capacity Term Note as such terms are defined in the Loan Agreement. "Site" mesna the real property described in Exhibit A. '1.2 Other Definitions. Other terms defined in this Deed of Trust shall ave the meanings there given. Certain of ; s = •� these definitions appear as follows: r r. r 1/BUS/DELN-DCYr2 ` car}A � . Y 60p12340ntA 493 A 1 ` 'Event of Default' Articl., VII. •Indebtedness• Section 2.3 r, 'Personal Property" Section 2. 1 'Project' Section 2.1(b). ). ( n y 'Project Realty- Sectio2 1b :'A j -Security- Section 2.1. ARTICLE II Conveyance and Creation of Security Interest -tea 2.1 Granting Clause. Trustor, for and in consid- eration of $10.00 and other good and valuable consideration, _ the receipt and sufficiency of which are hereby acknowledged, has granted, mortgaged and assigned, and by these presents does grant, mortgage and assign unto the Trustee, for the use and benefit of Beneficiary, Trustor's right, title and s. ;. interest, whether now owned or hereafter acquired, in the n� following property (the *Security*): <t. (a) Site. The Site. (b) The Project and Other Improvements and f Fixtures. All Trustor s right, title, and interest (including without limitation, all rights to possession or use and all 1 '�. ,._. . . options and rights to purchase, remove, construct, reconstruct, re •.•• ..; pair, change or replace), in and to the project � ("Project") described in Exhibit B which is located on the xi Site, and in and to the fo oZI-winq(to the extent the same are not part of the Project): (i) the boiler building, the turbine building, the turbine and generator, the cooling tower, the fuel feed system, the substation, the switchgear, the control systems, the ash handling systems, and all other _ buildings, structures, fixtures and other improvements of �a• every kind and descript on now or hereafter located on the i Is Site; (ii) all materials and property now owned or hereafter acquired by or on behalf of the Trustor intended for construction, reconstruction, repair, changing or replacement of or to such buildings, structures, fixtures or improvements, all of which materials and property shall be deemed to the fullest extent permitted by law to be part of the buildings, structures, fixtures and other isprovesents immediately upon delivery thereof to the Trustor on or in the vicinity of the { Site; (iii) all furnishings, fittings, equipment, appliances, r: y 1/HUS/DELA-DOT2 w 2• t W%?340w 494 y "•fa A.. _ .. .f.: a ' machinery, power transmission lines and equipment, machine tools, dies, jigs, accessories, apparatus, motors, boilers, engines, devices for the operation of pumps or machinery now r or hereinafter located on -the Site or in the building or other structures on the Site; (iv) all heating, lighting, power, ;e plumbing, air conditioning, refrigeration and ventilation Pquipment now or hereafter located on the Site; and (v) all r other articles of property now or hereafter located on the -t Site or in the building, structures or other improvements on F the Site which under applicable law are deemed to be fixtures. The Site together with the Project and the other items described in this clause (b) are collectively called the "Project Realty." (c) Agreements and Leaseholds. All right (including, without li'u tation, a4l rights ie possession and w use, all options and other rights to give consents, change, terminate, or purchase or sell), title and interest of the Trustor under all agreements, whether written or oral, now or hereafter in effect relating to the Project Realty, and as 4 f lessee or lessor under any leases or other occupancy ; aLrangements relating to the Project Realty, whether Oral or >r written, now or hereafter in effect (herein collectively the 0 t- "Agreements"), provided that any of the Agreements which by their tarms or by operation of law would become void, ?oidable, terminable or revocable if mortgaged, pledged or rt assigned hereunder or if a secuttty interest therein were n granted hereunder are excluded from the lien of this Deed of Trust. ' (d) Permits. All right, title and interest of the Trustor in, to anT un er all permits, approvals. certificates, variances, orders, exemitions and other authorizations now or hereafter issued, made or granted with o respect to the Project Realty (herein collectively called the �,. "Permits"), provided that any of the Permits which by their terms or by operation of law would become void, voidable, .f terminable or revocable if mortgaged, pledged, or assigned hereunder or if a security interest therein were granted hereunder are excluded from the lien of this Deed of Trust. (e) Subleases and Rents. All right, title and interest of the Trustor under a existing and future leases, as subleases, including, without limitation, assignments of lessees' and lessors' interest under leases, subleases, licenses, concessions or other arrangements, whether written E r or oral, whereby any person has agreed or hereafter agries to r" ! pay money or any, consideration for the use, Possession or � . occupancy of all or any portion of the Project Realty (herein 1 1/BUS/DELA-DOT2 " ' e-'-C,. .:r•"`�'1q1.�1�'�A/a°�'a/+rJim,�._ate„..•.-- .. _ - ,.,�n _- i - collectively called the 'Subleases'); and the Trustor hereby confirms that the Subleases are subject and subordinate to the lien of this Deed of Trust; all right, title and interest of the Trustor in and to all claims against guarantors under any guarantees of any of the Subleases now or hereafter accruing; and all r'ght, title and interest of the Trustor in and to all other rents, royalties, issues, profits, revenues, income and other benefits, now or herWa er accruing with respect to all of any portion of the Project Realt;. (f) Contracts for Sale. All right, title and -< interest of the Trustor as seller unWer any agreement, whether oral or written, pursuant to which the Trustor has obtained or hereafter obtains an agreement to sell any of the Security or e any electric energy or steam produced by the Project or any j interest therein, and all claims ao4'nst guarantors thereof. + (q) Plant A reements. All right, title, and Interest of the Trustor an each P ant Agreement (as defined in - c "` A} the Loan Agreement). ;4 (h) Mater Rights. All water rights , ~! appurtenant to the Site together with all pumping plants, ' r pipes, flumes and ditches, all rights to the use of water as 041 ' •,: .#' well as all rights in ditches for irrigation of the Site, all water stock relating to the Site, shares of stock o: other evidence of ownership of any part of the Site that is owned by :4 Trustor in common with others, and all documents of membership - - At in anv owners or members araociation or sioi.lar group having responsibility for managing oc �peratinq any part of the Site. .F r. (i) Plans and Contracts. All plans and specifications prerared for construction of the Project Realty and all studies, data and drawings related thereto; and also all contracts and agreements of Trustor relating tn plans and .. specifications or to studies, data and drawings, or to the , construction of the Project Realty. (j) Inventor and other Personal Securit q.. �.. All inventory Jas de ine n t e Uni .ors. Commercial Co a of the State of California), goods, merchandise or other personal Property held by Trustor, and all right, title and interest of k ,y Trustor therein and thereto, all raw materials, work or goods j. in pro#---s or materials or supplies of every nature used, consumed or to be used or consumed in Trustor's business, x including, without limitation, any wood, wood pulp, anthracite ` t, coal, bituminous coal or fuel oil, and all proceeds and products of any of the foregoing (including without limitation proceeds consisting of accounts receivable, chattel paper and f 1/SOS/DZLN-DOT2 1• : w,2340w 496 p., af1i 7 1� i- insurance proceeds), whether now owned or hereafter acquired by Trustor, and wherever located. (k) Proceeds. All proceeds of the foregoing. ~, ¢ 2.2 Habendum Clause. TO HAVE AND TO HOLO the , Security unto the Trustee, is successors and assigns, and tiY Trustor does hereby bind itself, its successors and assigns, a.,i. to warrant and forever defend all and singular the Security unto the Trustee, their successors and assigns, against evvey person or party whomsoever claiming or to claim the same, or any part thereof. This Deed of Trust is made with full substitution and subroqation of the Trustee in and to all ' covenants and warranties heretofore given or made by others in respect of the Security of any part thereof. This Deed of Trust is made subject to the matters described in Exhibit C. i 2.3 In Trust to Secure. This conveyance is made in trust for the bin-R-itand sec•:rity of the holders of the �,.. Indebtedness upon the trusts and subject to the covenants and 7 F conditions set forth herein, and to secure: 7 (i) the payment, when due, of the fol- lowing indcLtedness ('Indebtedness'): n� i (a) Each DCI Note executed and delivered from time to time under the Loan Agreement, and every other monetary obligation of trustor under a Loan Document; `e (b) The monetary obligations of Trvstor under this Deed of Trust; and (c) Any extensions or renewals of any indebtedness described in clause (a) or (b) above, or any portion thereof, whether or not an extension t or renewal agreement is executed; and (ii) the performance of Trustor's 'and �h- �nj7f Borrowers' obligations contained in the Loan Documents. y�-^! 2 •� .t Security Interest. Insofar as the Security consists of equipment, goods, general intangibles, accounts, contract rights, inventory, fixtures, proceeds of collateral or any other personal property of a kind or chrracter defined in or subject to the applicable provisions of the California Uniform Commercial Code (*Personal Property"), Trustor hereby d grants. to the Trustee, for the use and benefit of Beneficiary, r a security interest therein. 40 .� 1/8US/DVA-DOT2 ff 2340MM 497 t F • I ARTICLE III ' Representations, Warranties, and Covenants �� i Trustor represents, warrants, and covenants that it ,9 has valid and indefeasible title to the Project Realty and all existing Personal Property and has the right and Power to : grant and encumber the same in the manner and form conveyed and encumbered hereby. ARTICLE IV Trustor's Additicnal Covenants 'd 4.1 operation of the Security. Trustor will: (a) do all things necessary to keep theC � �? Trustor's rights in the Security unimpaired. 5 (b) keep the Security in good condition and �e -epair and not commit or permit any waste or deterioration of the Security. r.,l (c; comply with all laws, ordinances, rules, regulations and orders of governmental authorities affet-ting the Security or requiring any alterations or improvements to be made thereon, and perform all of its oblig-tions under any matter of record affecting the Security. ; (d) nest take or permit to be taken any actions that might inval_date any in3urance carried on the Security. 4.2 Liens, Title. Trustor will cause the Security to b: kept free and clear of encumbrances of every character, other than this Deed cf Trust. �• 4.3 Defense of Title. If the title or rights of Trustor or the Trustee to the Security, or any part thereof, or the lien of or security interest created by this Deed of Tr,jst is in danger, or attacked directly or indirectly, or if any legal proceedings are instituted against Trustor, Trustee or Beneficiary with respect thereto, Trustor will promptly give written notice thereof to the Trustev and Beneficiary, and at its own cost undertake diligently • o cure any defect that may have developed or may be claimed. Trustor will take ;{ all necessary and proper steps for the protection and defense thereof And will take such action as is necessary to the defense of any such legal proceedings, including, without •�•fI i��... ��DO�/DWM�—Wal . : M2340w 498 � c limitation, the employment of counsel, the prosecution and :r ' defense of litigation and, if approved by Beneficiary, the compromise or release and discharge of any adverse claims ` made. Moreover, Beneficiary may take such independent action :a in connection therewith as it may in its discretion deem Yis" : A` ty proper, and all sums ad-ancFd and all exFenses incurred in ` such actions plus interest, will, on demand, be reimbursed to Beneficiary, all of which sh.11 be included in the :4 Indebtedness. 4.4 Recording Obli a. ic.ns and Maintenance of �A Lien. Trustor will Promptly, a` its cwn expense, record and re-record, file and re-file and register and re-register this Deed of Trust, financing or continuation statements, and every other instrument additional or supplemental her-to or thereto that i. required by law to perfect and maintain the validity and effectiveness of the lien and security interest created f hereby, in such manner and places and within such times as mey 4 N. be necessary to perfect and maintain such lien and security interest and preserve and protect the rights and remedies of the Trustee and Beneficiary and will furnish satisfactory > evidence of every such recording, filing and registration to n ' the Trustee and Beneficiary. Trustor hereby constitutes and appoints Beneficiary as its true and lawtul attorney-in-fact, k' to act in Trustor's name, place, and stead, to do that which r Trustor is obligated by this Section to do, and to make, fig') execute, have acknowledged and deliver, record, and file such instruments as are necessary to the fulfillment thereof. The powers granted by this power-of-attorney commence on the date hereon and will terminate with the reconveyance of this Deed T of Trust. This power-of-attorapy is coupled with an interest and is irrevocable. 4.5 Trustor's Notice of Event of Def-ult. Trustor will furnish to the Trustee and Beneficiary promptly after �. Trustor obtains actual knowledge of the occurrence of an Event ' • of Default, or an Inchoate Default (as defined in the Loan Agreement), a statement of Trustor's chief financial officer j ! setting forth details- of the Event of Default or Inchoate is Defau'.. 4.6 Covenants Regarding Environmental Compliance. (a) Except as permitted by applicable law, �:, Trustor will not use, generate, manufacture, produce, store, release, disc..arge or dispose of on, under or about the Site or transport '.o or from the Site any Hazardous Substance (as defined below) or allow any other person or entity to do so. rtt- 1 l/BUS/DELM-DOT2 7. 499 b ,: F . , gg - (b) Trustor shall give prompt written notice to Beneficiary of: (i) any proceeding or inquiry by any y;• governmental authority (including, without limitation, L the California State Department of Bealth Services) with i respect to the presence of any Hazardous Substance on the Site or the migration thereof from or to other property; :p %F . (ii) all claims made or threatened by any third party against Trustor or the Site relating to any 2� r' loss or injury resulting from any Hazardous Substance; .:. and (iii) Trustor's discovery of any occurrence rj or condition on any real property adjoining or in the vizinity of the Sits that could cause the Site or any i part thereof to be sub;ect to any restrictions on the ~ ownersiip, occupancy, tra.isferability or use of the Property under any Environmental Law. �•., (c) SeneficiAry shall have the right to join ) and participate in, as a party if it so elects, any legal proceedings or acti.ons initiated in connection with any ? Environmental Law. l� F! (d) Trustor shill protect, indemnify and hold harmless Beneficiary, its directors, officers, employees, ' agentz, suc^_essors and assigns from and against any and all loss, damage, cost, expense or liability (including attorneys ;. fees and costs) directly or indirectly arising cur of'or attributable to the use, generation, manufacture, production, i storage, release, threatened release, discharge, disposal, or presence of a Hazardous Substance on, under or about the Site, other than ar.sirg out of Beneficiary's gross negligence or willful misconduct. This indemnity shall survive the �., reconveyance of the lien of this Deed of Trust, or the i extinguishment of the lien by Foreclosure Sale or action in ; lieu thereof, and this covenant shall survive such reconveyance or extinguishment. r a (e) The term "Environmental Laws" shall include, without limitation, any law, statute, ordinance or regulation pertaining to health, industrial hygiene or the environment (collectively referred to as *Environmental ' Laws"), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") as amended, 62 D.S.C. Section 9601 et seq., and the ` 1/SUS/DELM-DOT2 2234tw r �= a a , S" y d i6 let- L IF Resource Conservation and Recovery_ Act of 1976 ("RCRA"), 42 j_ ► U.S.C. Section 6901 et seq. The term "Hazardous Substance" shall include without limitation: (i) Those substances included within the � { definitions of "hazardous substances," "hazardous ' materials," "toxic substances," or "solid waste" in CERCLA, RCRA, and the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et s ' re regulations promulgated e.3" and in the q p g pursuant to said laws; � d (ii) Those substances defined as "hazardous wastes" in Section 25117 of the California Health s Safety Code, or as "hazardous substances" in Section 25316 of the California Health i Safety Code, and in the regulations promulgated pursuant to said laws; „ _ J (iii) Those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) as hazardous substances (40 CFR Part 302 and amendments thereto); and (iv) Such ether substances, materials and wastes which are or become regulated under applicable local, state or federal law, or which are classified as hazardous or toxic under federal, state, or local laws or regulations. -. 4.7 Right of Entry. Trustor will permit the Trustee and Bene[iciary, or the agents of either of them, to i. enter upon the Project Realty, and all Po j Y parts thereof, for the •_ . purpose of investigating and inspecting the condition and ! operation thereof. Neither the Trustee nor Beneficiary shall have any obligation to make, or incur any liability or obligation for or after making any investigation or inspection. 4.8 Defense of Actions or Ne li ence. In any P !` action for damages ars nq trom the negligence, or alleged negligence, of Trustor in which the Trustee, Beneficiary, or any of them is included or made a defendant, Trustor will =j s assume the burden, costs and expenses of the defense or �'Z '? settlement of such action and shall pay any judgment which may 1 be obtained against such party. 1/BUS/DEEM-DOT2 9. VW 2340w 501 - 4 N 14 ` x IL 91 4.9 Further Assurances. Trustor will execute and : deliver such other an .urt ec instruments and will do such s4 other and further acts as in the opinion of Beneficiary may be necessary or desirable to better effectuate the purposes of R this instrument, including, without limiting the generality of ` the foregoiny, prompt correction of any defect which may > hereafter be discovered in Trustor's title to the Security or : in the execution or acknowledgment of any Loan Document. t ' t_ ► } Trustor will, upon request of Beneficiary, execute + and deliver to such person or persons as may be designated by { the requesting party, appropriate powers of attorney to act for and on behalf of the Trustor in all transacticns with a s governmental body with-respect to Security. ARTICLE V s Alienation If the Trustor, without the prior consent of the Beneficiary (which consent will not be unreasonably withheld) (a) combines into, or with, another firm, person or corporation, or (b) sells, lea3es, or otherwise disposes of > all or any substantial portion of the properties or assets of "> s any firm, person, or corporation, Beneficiary may declare an , Event of Default under the Loan Agreement. e. If Trustor create$, incurs, assumes, or Suffers to exist any lien upon any of the Security and that lien is not removed within 30 days after the occurrence thereof, Beneficiary may declare an Event of Default as provided by the Loan Agreement. II fel ARTICLE VI Assignment of Rents 6.1 Assi nment of Rents. Trustor hereb,• bsolutely and onaMy and transfers to Beneficiary all of its right, title, and interest in any income, rents, royalties, revenue, issues, profits, and proceeds of the Project Realty, whether now due, past duo or to become due, ' and hereby gives to and confers upon Beneficiary the right, power and authority to collect any such income, rents, royalties, revenue, issues, profits and proceeds. Trustor irrevocably appoints Beneficiary its true and lawful attorney at the option of Beneficiary at any time to demand, receive, , - and enforce payment, to give receipts, releases, and �Y <_ satisfactions and to sue, either in the nano of Trustor or in the name of Beneficiary, for any such income, rents, L ;.` ��•.. Tf 1/BUS/DELM-DOT2 .' 10. 2340po 502 '!4 N r - :~_4 royalties, revenue, issues, profits and proceeds. Neither the foregoing assignment nor the exercise by Beneficiary of any of its rights or remedies under this Deed of Trust shall be t ti deemed to make Beneficiary a 'mortgagee-in-possession' or ,� • otherwise responsible or liable in any manner with respect to the Security or the use, occupancy, enjoyment or operation of all or any portion thereof, unless Beneficiary, in person or by agent, assumes actual possession thereof, nor shall '..� appointment of a receiver for the Project Realty by any court `• at the request of Seneficicry or by agreement with Trustor or the entering into possession of the Project Realty or any part thereof by such receiver be deemed to make Beneficiary a 3's 'mortgagee-in-possession' or otherwise responsible or liable in any manner with respelct to the Project Realty or the use, $ `. occupancy, enjoyment or operation of all or any portion t; thereof. Notwithstanding anything to the contrary contained { hereunder, so long as no Event of Default has occurred, -•�- d tt Trustor ehall have the right to collect all income, rents, royalties, revenue, issues, profits and proceeds from the Security and to retain, use and enjoy the same. <<, .� 6.2 A lication o: Proceeds. Beneficiary shall c� apply the procee s it receives pursuant to Section 6.1 in rj accordance with Vie provisions of Article IX. 6.3 No LiabilitX of Beneficiary in Col lecting. Beneficiary sha have no liability oar fai ure to en orce r collection of any rents assigned or any other responsibility in connection therewith. Beneficiary shall, however, account to Trustor for funds it actually receives. s 4 6.4 Assignment Not a Restriction of Beneficiar 's .• Rights. Nothing herein containe sha emit Trustor s o�tiun to pay that portion of the Indebtedness for which it is obligated, as and when due, regardless of whether the -_. rents assigned by Section 6.1 are sufficient to pay the same, and the rights under this Article shall be in addition to all other security now or hereafter existing to secure payment of the Indebtedness. X, ARTICLE VII - c. ,,.. Events of Default '} 7.1 Events of Default. An "Event of Default" shall have occurred hereunder if anent of Default occurs under the Loan Agreement. - 1/BUS/D"-DOT2 } i .s 7.2 Ri hts Upon An Event of Default. Upon an Event Z of Default, Beneficiary may without not ce eclare all sums '.r.. secured hereby immediately due and payable by commencing an ' action to foreclose this Deed of Trust as a mortgage, or by delivery to Trustee of a written Oeclaration of default and demand for sale and of written notice of default and of election to cause to be sold the Security, which notice Trustee shall cause to be duly filed for record in case of a Foreclosure Sale by exercise of the power of sale herein. Should Beneficiary elect to foreclose by exercise of the power i.� of sale herein, Beneficiary shall also deposit with Trustee this Deed of Trust and each DCI Note and such receipts and evidence of expenditures made and secured hereby as Trustee may require, and notice of sale having been given as then required by law and after lapse of such time as may then be required by law after recordation of such notice of default, Trustee, without demand on Trustor, shall sell the Security at the time and place of sale in the county in which the Security is situated, fixed by it in such notice of sale as Beneficiary �w may direct, either as a whole )r in separate parcels, as Beneficiary may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable n at time of sale. Beneficiary shall have the right to direct ' the order in which separate parcels shall be sold and Trustor shall have no right to direct the order in which separate , parcels are sold. Trustee may postpone sale of all or any portion of the Security by public announcement at such time J u, and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by `.. 1 the preceding postponement. Trustee shall deliver to such hj purchaser its deed conveying the Security, or any portion thereof, so sold but without any covenant or warranty, express v. or implied. The recitals in such deed of any matters or facts " shall be conclusive proof of the truthfulness thereof. Any "r person, including Trustor, Trustee or Beneficiary, may purchase at such sale. Beneficiary may proceed as to the Personal Property in accordance with Beneficiary's rights and remedies in respect to the Security or sell the Personal Property ' separately and without regard to the remainder of the Security : . in accordance with Beneficiary s rights and remedies provided by the Californi.i Uniform Commercial Code as well as other { rights and remedies available at law or in equity. w= 7.3 tiaiver of Rights. Trustor waives all rights, , r le-al and eg1iita e, Tt may now or hereafter have to require filling of assets or to require upon foreclosure sales of o +s.r iu a Particular order, including without limitation the r; 1n i ' ! 12. t E -1 _- w2340ma 504 -44 r i , li S - � e J _ t j rights provided by California Civil Code Sections 2899 and 3433, as such Sections may be amended from time to time. Each successor and assign of Tru ^r, including without limitation, a holder of a lien subordinate to the lien created hereby (without implying that Trustor has, except as expressly provided herein, a right to grant an interest in, or a subordinate lien on, the Security), by acceptance of its + interest or lien agrees that it shall be bound by the above waiver, as if it gave the waiver itself. s { I 7.4 W scontinuance of Proceedings. Beneficiary, ' from time to time before the Trustee s sale pursuant to Section 7.2, may rescind any notice of breach or default and ,y of election to cause to be sold the Security by executing and delivering to Trustee a written notice of such rescission, which notice, when recorded, shall also constitute a ,J cancellation of any prior declaration of an Event of Default and demand for sale. The exercise by Beneficiary of such f. right of rescission shall not constitute a waiver of any Event i of Default then existing or subsequently occurring or impair the right of Beneficiary to execute and deliver to Trustee, as above provided, other declarations of Events of Default and demand for sale, and notices of breach or Events of Default, �( and of election to cause to be sold the Security to satisfy ..<, the obligations hereof, nor otherwise affect any provision of any Loan Document. 7.5 Costs and Expenses. All expenses (including attornevs' fees)) in—curled in protecting and J . enforcing their rights hereunder, shall ^onstitute a demand obligation owing by Trustor to the party incurring such expenses and shall draw interest. 7.6 BeneficiaryStatement. "rugtee, upon presentation to it o an a i avis signed by or on behalf of '• •neficiary, settinq forth any fact or facts showing a default "k by Trustor under any of the terms or conditions of this Deed of Trust, is authorized to accept as true and conclusive all facts and statements in such affidavit and to act hereunder in complete reliance thereon. 7.7 Right to Possession. Beneficiary is authorized { r either by itsel or y is agent.to be appointed by it fo: that purpose or by a receiver appointed by a court of r competent jurisdiction, to enter into and upon and take and hold possession of any portion or all of the Secu-ity, both l ., real and personal, and exclude Trustor and all other persons "I therefrom) and to operate and manage the Security and rent and s. lease the same, perform such reasonable acts of repair or A 1/8US/DB'LM—DOT2 •� 13. �. ;3 t X2340.505 y .�4 s; ,f. �. j+ _ a, r; J protection as may be reasonably necessary or proper to + t conserve the value thereof, and collect any and all income, t rents, issues, profits and proceeds therefrom, the same being hereby assigned and transferred to Beneficiary, for the L ` benefit and protection of Beneficiary, and from time to time ;.- ' apply or accumulate such income, rents, issues, profits and proceeds in such order and manner as Beneficiary or such receiver in its sole discretion shall consider advisable, to or upon the following: the expenses of receivership, if any; the pr3per costs of upkeep, maintenance, repair and operation of the Security; the repayment of any sums theretofore or thereafter advanced pursuant to the terms of this Deed of i Trust; the interest then due or next to become due upon the Indebtedness; the taxes and assessments upon the Security then I =` due or next to become due; and such unpaid principal of such indebtedness. The collection and receipt of income, rents, issues, profits and proceeds from the Security by Beneficiary, � . f its agent or receiver, after declaration et an Event of OrA Default and election to cause the Security to be sold under and pursuant to the terms of this Deed of Trust shall not ; affect or impair such Event of Default or declaration of an 4 Event of Default or election to cause the Security to be sold or any sale proceedings predicated thereon, but such 'y proceedings may be conducted and sale effected notwithstanding 0,; the receipt or collection of any such income, rents, issues. profits and proceeds. Any such income, rents, issues, profits 4 and proceeds in the possession of Beneficiary, its agent or receiver, at the time of sale and not theretofore applied as herein provided, shall be applied in the same manner and fir the same purposes as the proceeds of the sale. Neither Trustee nor Beneficiary shall be under any obligation to make any of the payments or do any of the acts referred to in this Section and any of the actions referred to in this Section may be taken by Beneficiary irrespective of whether any notice of en Event of Default or election to sell � has been given hereunder and without -egard to adequacy of the security for the Indebtedness. 7.6 Application of Proceeds. The Trustee acting shall deliver the proceeds oF a Foreclosure Sale to Beneficiary who shall apply the proceeds first, subject to Section 2924d of the California Civil Code, to the payment of r a reasonable commission to the Trustee acting, takiL:q into }• account when'determining the amount of the commission the L 'n efforts and difficulty involved in conducting the Foreclosure Sale, and the expenses the Trustee incurs in performance of its duties, including without limitation, expenses for entry, `dr rt taking of possession, advertisement, sale and of conveyance, ;. � r: s � 1/BOS/D=A-DOT2 - 14. Tj m2340w 7 �,N ' '� .r,.r :_. ����.w.—.�.� ----��'- ter—. .__�-•��•..r.s+.�—•-�--.�..-- ' i. { piP. - • ' i Ar •ir R t tj' and court costs, corpensation of agents and employees and legal fees. The Bene`iciary shall apply the remainder of the proceeds in acc,rdance with Article IX. ARTICLE VIII Seiurity Agreement This Deed of Trust creates a lien on the Security, and to the extent the kecurity is not real property under tapplicable law this Deed of Trust constitutes a security agreement under the California Uniform Commercial Code and any other applicable law and is filed as a fixture filing. The grant of a security interest to Beneficiary in the granting clauses of this Deed of Trust shall not be . ., r. construed to derogate from or impair the lien or provisions of i, or the rights of Beneficiary under this Deed of Trust with respect to any property described herein which is reale Y?' property or which the parties have agreed to treat as real property. If required by Beneficiary, at any time during the tea . term of this Deed of Trust, Trustor will execute and deliver �.. to Beneficiary, in form satisfactory to Beneficiary, 1 additional security agreements, financing statements and other instruments covering all Personal Property or fixtures of Trustor which may at any time be furnished, placed on, or annexed or made appurtenant to the Project Realty or used, a useful or held for use, in the operation of the Project. � = Trustor hereby irrevocably constitutes sad appoints Beneficiary as its attorney-in-fact, to execute, deliver and file with the appropriate filing officer or office sL_h security agreements, financing statements and/o other instruments as Beneficiary may request or require in order to impose and perfect the lien and security interest hereof more a specifically on the Personal Property or any fixtures. If Trustor enters into a separate, security agreement with Beneficiary relating to any of the Personal Property or fixtures, the terms of such security agreement shall govarn r the -fights-and remedies of Beneficiary in the event of default thereunder. Anv breach of or default under any such security agreement if net cured witnin the applicable grace or cure period, if any, shall constitute an Event of Default. To Protect± Beneficiaiy from the effect of California Uniform Commercial Code Section'93130 as amended from time to ,. ".r. time, if Trustor intends to purchase any goods which -.ay ► become fixtures attached to the Security, or any part thereof, 1/BUS/DEEM-DOT2 . s b"2340?w 507 << e. .` f t, �• ��- . AA .a 5. i' �.= and such goods will be subject to a purchase money security i interest held by a seller or an/ other party: (a) Trustor shall. before executing any security agreement or other document evidencing such security interest, obtain the prior written approval of Beneficiary, and all requests for such written approval shall be in writing and contain the following information: 44 A, '- (1) a description of the fixtures to be replaced, added to, installed or substituted; � (2) the address at which the fixtures will be + replaced, added to, installed or substituted; and (3) the r.-me and address of the proposed holder and proposed amount of the security .._ interest. (b) If Trustor fails to make any payment on an , • obligation secured by a purchase money security interest in .. the Personal Property or any fixtures, Beneficiary, at its �• option, say at any time pay the amount secured by such f security interest and the amount so paid shall be (i) secured �x by this Deed of Trust and shall be a lien on the Security ` having the same priorities as the liens and security interests created by this Deed of Trust, and (ii) payable on demand with interest from the time of such payment. (c) Beneficiary shall have the right to acquire by assignment from tt•.s holder of such security interest any and all contract rights, accounts receivable, negotiable or nonnegotiable instruments, or other evidence of s Trustor's indebtedness for such Personal Property of fixtures, e and, upon acquiring such interest by assignment, shall have the right to en_orce the security interest as assignee thereof, in accordance with the terms and provisions of the ' California Uniform Commercial Code then in effect, and in accordance with any other provisions of law. (d) Whether or not Beneficiary has paid the y _ r indebtedness secured by or taken an assignment of such secu- rity interest, Trustor shall pay all sums and perform all obligations secured thereby, and if Trustor at any time sha. be. is default for a period of ten days or more under such a•. F ; 1/DOS/DELM-DOT2 �. 16. `�S ;;�- .2340w 508 f � - :. � � is ,�.�• - � -• _ � -.� ._ � _ security agreement, it shall be a material breach of Trustor's covenants under this Deed of Trust. (e) The provisions of subparagraphs (b), (c) and (d) above shall not apply if the goods which may become $' fixtures are of at least equivalent value and quality as any e property being replaced and if the rights of the party holding such security ii:terest have been expressly subordinated, at no • cost to Beneficiary, to the lien of this Deed of Trust in a manner satisfactory to Beneficiary, including without ; •� ate: limitation, at the option of Beneficiary, providing to Beneficiary a satisfactory opinion of counsel to the effect r that this Deed of Trus! constitutes a valid and subsisting first lien on such fixtures which is not subordinate to the lien of such security interest under ary applicable law, c. cr; 4i including without limitation, the provisions of Section 9313 of the California Uniform Commercial Code. • ` AARTICLE IX Application of Proceeds �- Beneficiary stall apply any payment or proceeds it receives pursuant to Section 6.1 or a Foreclosure Sale, and which by a provision of this Deed of Trust it is directed to . z apply in accordance with this Article, as follows- (i) to the repayment of the costs and u" expenses Beneficiary incurs in collecting the payments or VI proceeds; then f - .: (ii) to the repayment of sums due under Sections 7.5 and 10.6 in the order in which the sums to be repaid were expended; then ' (iii) to payment of the principal and accrued but unpaid interest on each DCI Note, prorate in proportion to the amounts then outstanding; and then 4.g (iv) to Trustor. ARTICLE Iw '- Mircellaneous Provisions ; 10.1 Trustee and Bereficiari Have No Liability. ' r=_ Neither the Trustee nor Beneficiary s a _ a e in any respect for the performance of any covenant or obligation of Trustor in respect of the Security. ' I/9U8/a2LM'D0T2 V: 17. = a M2340m*509 At e� f�i 10.2 Waiver of StS,Utr of Limitations. The right to plead any and all statutes o_ limitation as a defense to any demand secured by or .ade pursuant to this Deed of Trust is hereby waived to the full extent permitted by law. 10.3 No Waiver. The acceptance by Beneficiary of any sum secured Fere y a ter its due data, or in an amount less than the sum then due, shall not constitute a waiver t• ;. Beneficiary of its rights either to require prompt payment when due of all other sums so secured or to declare an Event .� of Default or exercise such other rights as herein provided for failure so to pay. No`failu-e by Beneficiary to insist a + upon strict performance of any term, covenant or condition ~� hereof, nor failure to exercise any right or remedy hereunder shall constitute a waiver of any such breach or of the later exercise of such right or remedy. -w 10.4 Recordation. trustee accepts this Trust when t this Deed of Trust, executed ant acknowledged, is made a public record as provided by law. 1 r 10.5 Substitution of Trustee. Beneficiary may, c7' from time to time, by a written instrument executed and 5, acknowledged by Beneficiary and recorded in the county or ; 'yf counties where the Security is located, and by otherwise it complying with applicable statutory provisions, substitute a successor or successors for the Trustee named herein or acting hereunder. All references herein to the Trustee shall be deemed to refer to the Trustee from time to time acting hereunder. 10.6 Advances b Beneficiaryor the Trustee. Trustor shall per orm its o igations hereunder at its own expense. If Trustor fails to perform any of its obligations hereunder, Beneficiary, Trustee, or any receiver appointed .�: hereunder, may, but shall not be obligated to, take such actions and Rake advances to perform the same in Trustor's T..t.. ., behalf, ane, Trustor shall repay such sums upon demand plus r interest. No such advance shall relieve Trustor from any Event of Default. 10.7 Irrevocable Trust. The Trust created hereby is irrevocable by rustcr un eess and until the Security is recon veyed to Trustor as provided in Section 10.8. r` . 10.8 Reconve ance. Upon written request of Beneficiary stat ng t at a sums secured hereby have been paid and upon surrender to Trustee of this Deed of Trust and the DCI dotes for cancellation and retention and upon payment : 1/BUS/DS1A—DOT2 � r ya, 2340P0510 p; -fir- } r FO•' IR•.. .. -6 mss;. V� 7 fi n je of its fees, Trustee shall reconvey, without warranty, the Security then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in such reconveyance 60 may be described as "the person or persons legally entitled thereto." 10.9 Renewals Amendments and Other Security. d Renewals and extensions o t e 2n a to nese may be given at any time and amendments may be made to agreements relating to r any part of the Indebtedness or the Security and Beneficiary may take or hold other security for the Indebtedness without notice to or consent of Trustor. The Trustee o: Beneficiary may resort first to such other security or any part thereof or first to the security herein given or any part therecf, or from time to time to either or both, even to the partial or +• complete abandonment of either security, and such action shall -.: not be a waiver of any rights conferred by this instrument, r L.. _ which shall continue as a first lien upon the Security not '-4 expressly released until the Indebtedness is fully paid. ' 4 10.10 Limitation on Interest. No provision of this instrument or of the DCI Notes shall require the payment or permit the collection of interest in excess of the maximum permitted by law or which is otherwise contrary to law. If ' any excess of interest in such respect is herein or in a DCI # y# Note provided for, or shall be adjudicated to be so provided t . for herein or in a DCI Note, Trustor shall not be obligated to pay such excess. 10.11 Unenforceable or Ina licable Provisions. if i any provision of a Loan cement s inva i or unen of rceable in any jurisdiction, the other provisions of the Loan Document . shall remain in full force and effect in such jurisdiction, " and the remaining provisions hereof and the Loan Document shall be liberally construed in favor of the Trustee and Beneficiary to effectuate the provisions hereof. The invalidity of any provision hercif in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction. ' 10.12 Rights Cumulative. Al rights and remedies ' of the Trustee an Beneficiary under this Deed of Trust, and any and all other instruments evidencing or securing the ' - Indebtedness are cumulative, and may be exercised singly, fi.,. successively, or concurrently. _ too failure to exercise, nor any delay in exercising, ? `. any pow: or right hereunder shall operate as a waiver - 1/8O8/DIIA-DOT2 19• "'kc, ` w M2340ma511 ` aM } : f r thereof, nor shall any single or partial exerci,,e by of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. 10.13 Successors and Assigns. This instrument is binding upon the Trustor, and its successors and assigns, and =i shall inure to the benefit of the Trustee and its successors, t and Beneficiary and its successors and assigns. The fl provisions hereof shall be covenants running with the land. J9 10.11 Ca tions. The article and section headings in this instrument armee nserted for convenience of reference and shall not be considered a Part of this instrument or used , 4 in its interpretation,. r10.16 Notices. Z (a) Notices which are required or permitted to v'�? ' be given hereunder shall be given in the manner required by . the Loan Agreement. �1d Ii (b) Unless otherwise provided by applicable law, Trustee shall be under no obligation to notify any party t hereto of any action or proceeding of any kind in which any ' n- Trustor, Beneficiary, or Trustee is a party, unless brought by * � Trustor, or of any pending sale under any deed of trust. 10.16 Limitation on Liability. The provisions of the Loan Agreement smiting the iiabilitty of Trustor's part- i ners for payment of the Indebtedness are made a part hereof as though set forth in full herein. 10.17 Governini Law. This deed of trust shall be governed by, and construed and interpreted in accordance with, the laws of the State of California. 4 10.18. Subordination. This deed of trust and each and every one of its p�rov irons, including, without limitation, the Assignment of Rents contained in Article VI hereof, are subordinated to that certain deed of trust by and among Redding Power, a California joint venture, as Trustor, Ticor Title Insurance Company of California, a California corporation, as Trustee, and National Westminster Bank USA, a ^ ri national banking association, as Beneficiary, dated as of July ; } tfi k' 31, 1987 (the "First Deed of Trust'), and shall be recorded only after the First Deed of Trust is recorded. r 1/8U8/DMA-DOT2 20. m2340w 512 yW' r e yy �r�p �'. • �.wt l ' lsecutea as of the date first above written. RiD0I110 Pam* . a California joint venture ti CALIPOMA fIO RZSOCWJM 1, INC a California Corporation, • General Partner Its I a California Joint Tentute, f. coastal partner NX24 coot mA?ION, INC., i a California Corporation, General partner � - h p A CAPITAL TlCMLM CONPAIR, a Delaware Corporation, General Partner i 4 a i - ' `' 1/atvo�LM-oatp .0=2340mm 513 ` OW I it r-- -� - '*+ `�. .� ` _ � a'' � � �►• i. mow.•.. _s.:' S � I i STATS Or A&Z ss. 77' COUM OF a� on this L day oftS✓s/ 1967. t f .` before me. �Cl��► 1 C .rn/i Notary Public in and for said county and state. personally appeared r ?, personally known to me (or proved to me on the basis of r le satisfactory evidence) to be the llem L of California 4 , Sie Resources I. Inc.. a,California corporation. the corpora- ,:, tion that executed the within instrument and personally known to me (or proved to me on the basis of satisfactory w evidence) to be the person who executed the within instru- ment on behalf of said corporation. said corporation being personally known to me to be one of the partners of Redding lE ., Power. a California joint venture. the joint venture that executed the within instrument. and acknowledged to me that , such corporation executed the same as such partner and that such joint venture executed the same. Notary Public ? .f} NO, 24-9331440 �,�• CI+M.w-c.q. f.... •� �y 917 . Cw.r�t1WW AO►AMM 4 4 � • 4 •r` M.10 t-24 a sM 8/24/87 .. Nx2340w 514 i v E r -� -0 qk: srwrs or COUWrY or ACZ✓ on this 7d day of Aa j vsr 1967. a ~' before me. Z.f 7 Notary Public in and for said county and state. personally appeared E Pu cpersonally known to sue (or proved to ne on the basis of satisfactoryevidence) to be the of Western q. 4 Cogeneration. Inc.. a California corporation. the corpora- . �.�.y. tion that executed the within instrument and personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instru- r ment on behalf of said corporation. said corporation being personally known to me to be one of the partners of Dal-West Redding. a California joint venture ("oel-west"). the point 1• venture that eaeouted the within instrument as a partner of ' Redding Powe, a California joint venture ("Redding"), the f `' + joint venture that executed the within instrument. and acknowl- edged to me that such corporation executed the same as a partner 3L Del-West. which is a partner of Redding, both of r. which executed the within instrument. Notarly Public taeA 1.COOKAto t, Ir►NMt SM M Nw.IIA .� a � tM. 71A3J1110 Cw■..wiw tww" AN A.wM 1 �T 870.10 t 2s 6/2./87 . r l# •t .. -._ _.. ._. :. :... _ a` Ifs`.. _-, nT, .k VrATs or ,L�i✓ ) F4 ;. on this ,71% day of 1987, f F before me. A'[4A � Notary Public in and for said county and state. personally appeared e D.rAft//X personally known to me (or proved to me on the basis of satisfactory evidence) to be the Virc PrIS of Delmarva Capital Technology Company. a Ceij§e—._1 a corporation. the ,r corporation that executed the within instrument and person- ii ally known to me (or proved to N on the basis of satisfac- tory evidence) to be the person who executed the within instrument on behalf of said corporation, said corporation being personally known to m• to be one of the partners of Del-west Redding. a California joint venture ('Del-west'). .. the joint venture that executed the within instrument as a i partner of Redding Power. a California joint venture " (•Redding"). the joint venture that executed the within instrument. and acknowledged to N that such corporation executed the same as a partner of Del-west. which is a partner of Redding. both of which executed the within Instrument. 14otalry Public t*q. • ._ 0 - "M t.COGNArp '� Y•'11 J Via, Myr►her.. SIM".1 W..rM _ Mr. !�•93J1�.0 � Y+.� OrM.e. caro• ca,.». tK 1- 4i.ar.2.) X70.10t26 5/24/9' c, . vt 'r X C . w t SITE ALL THAT CERTAIN REAL PROPERTY STTITATE IN COUNTY Of ,x SHASTA. STATE OF CALIFORNIA. MORE PARTICULARLY DESCRIBED AS ti. rOLLOWS: r, PARCEL 1: PARCEL 1 AS SHOWN ON PARCEL MAP NO. 52-84 FOR M. JAXON BAILER } RECORDED NOVEMBER 21. 1984 IN BOOR 24 Or PARCEL MAPS AT PACE 118. SHASTA COUNTY RECORDS. PARCEL 2s e AN EASEMENT FOR UTILITY PURPOSES 10 FEET IN WIDTH OVER. UNDER AND ACROSS A .STRIP Or LAND LYING EASTERLY OF AN ADJA— CENT TO THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE MOST SONER SOUTHEASTERLY COROF PARCEL 1 AS y SHOWN ON PARCEL MAP NO. 52-84 FOR N. JAXON BAKER PSCORDED > r° NOVEMBER 21. 1984 IN BOOR 24 OF PARCEL MAPS AT PACE 118, SHASTA COUNTY RECORDS. SAID CORNER BEING ON THE NORTHERLY � n4 BOUNDARY OF CLEAR CREEK ROAD AS SHOWN ON SAIL MAP: THENCE r NORTH O1 DECREES 23 MINUTES 11 SECONDS EAST, A DISTANCE Or 2614.00 FEET AND THE POINT Or TERMINATION OF SAID LINE. PARCEL 3s + AN EASEMENT FOR ELECTRICAL TRANSMISSION LINES AND INCIDEN ND — Tu,g THERETO OVER AND ACROSS A STRIP OF LABEING 100 FEET ;3 IN WIDTH AND LYING NORTHERLY OF AND ADJACENT TO THE MOST SOUTHERLY BOUNDARY OF PARCEL ] DESCRIBED IN THE DEED TO J.r. SHEA CO.. INC.. DATED NOVEMBER 30. 1984 AND RECORDED NOVEM— BER 30. 1984 IN BOOK 2109. PAGE 661, SHASTA COUNTY RECORDS- SAID SOIUTHERLY BOUNDARY BEING THE NORTHERLY BOUNDARY OF i CLEAR CREEK ROAD AS DESCRIBED IN PARCEL 1 THEREIN. THE PUK— POSE OF THE EASEMENT SHALL INCLUDE THE INSTALLATION MAINTE— NANCE AND OPERATION Or A HIGH VOLTAGE ELECTRICAL TRANSMIS— SION LINE TRANSMITTING ELECTRICITY TO AND FROM PARCEL 1 AS SHOWN ON PARCEL MAP NO. 52-84 FOR W. JAXON BAKZR RECORDED NOVEMBER 21. 1994 IN BOOK 24 OF PARCEL MAPS AT PACE 118. F> SHASTA COUNTY RECORDS. r.;e ! PARCEL. 4t t AN &"==" FOR ELECTRICAL TRANSMISSION LINE AND INCIDENTALS ~i. MR= OVER AND ACROSS A STRIP 100 FEET IN WIDTH AND LYING a EASTERLY OF AND ADJACENT TO THE FOLLOWING DESCRIBED LINES+ 2 - I;F. ?1 MM234Um 517 - �.. AF -' z 7 41 E. BEGINNING AT THE MOST MASTERLY CORNEA O! PARCEL 1 AS SHom# ON PARCEL MAP NO. S2-64 FOR N. JAXON BAILER RECORDED NOVEMBER 21. 1984 IN P-JM 24 Of PARCEL NAPS AT PACE 118. SHASTA COUNTY RECORDS. SAID SOUTHEASTERLY CORNEA BEING ON j TNM NORTHERLY BOUNDARY Of CLEAR CRM ROAD; THENCE NORTH O1 DZGRnS 23 MINUTES 11 SECONDS EAST. A DISTANCE or 2614.00 c TEXT AND THE POINT OT ?ERIIINATION Oi SAID LITS. q THE PVRPOSX or THE EASES DESCAIB® AS PARCELS 3 AND 4 IMItEIN SHALL INCLUDE THE INSTALLATION. MAINTENANCE AND OPER- 5 A?ION or A Rim POLTAGX ELZCTRICAL TRANSMISSION LINT TRANS- 4.�d HITTING ELECTRICITY TO AND ZROM PARCEL 1 AS BMW ON PARCEL HAP NO. 32-84 POA M. JAZON BASER. RECORDED NR7VOSDt 21. 1984 ;a t- IN BOOR 24 Of PAROL MAP! AT PAGE 118, SHASTA COUNTY 1 RECORDS 11 _I =M I a 1 low 1 ,tom. 14. 7_ z ,roo�23Now 518 - � � 1t.yam.. s .. .. a . Z.'" + 1 '��•. man . �-io Eshibit D r l The Project -, A 23 ?awatt (net) wood-fired generating facility °. t includinq the intezconnection and transportation equipment required for the sale therefore, and a sawmill to be adjacent h' to that facility. brom 44 r, g'r ': 16 r.' i rn T; 549 -- `J i� S`� •> yt 1 } �y ♦ e WMISIT C PERMITTED EXCEPTIONS ALL VZCORDING REFERENCES ARM TO THE OFFICIAL RECORDS Of .� SSAS'.A COUNTY. CALIFORNIA UNLESS OTHERWISE NOTED. } 1. AN EASEMENT: IN FAVOR Oft PACIFIC GAS AND ELECTRIC COMPANY. A CALIFORNIA CORPORATION FOR: METAL TONERS OR WOODEN OR METALLIC POLES REOORD®s FEBRUARY 27. 1948 IN BOOK 267. PACE 224. -All 2 IN iARAVOR�O[: UNITED STATES OF AMFRICA FOR: TRANSMISSION LINE CASE NO. : 5906 RECORDED: NOVMAWER 7. 1952 IN BOOK 366. PAGE 229 •' 'r;�; AND OCTOBER 2:, 1947 IN BOOR 269, PAGE Q 362. 3 A PERPETUAL RIGHT. PRIVILEGE AND EASEMENT TO CONSTRUCT. RMCAms TRUCT. REPLACE, REMOVE, OPERATE. INSPECT. MAINTAIN AND US: AN ELECTRIC TRANSMISSION LINE WITS POLES. TOMER. CROSS-ARMS. CABLES. WIRES. GUYS. SUPPORTS AND ALL INCI- DENTS THERETO. AS CONTAINED IN THE EASEMENT CONTRACT. �+ IN FAVOR Of THE UNITED STATES. DEPARTMENT OF INTERIOR. BUREAU OF RECLAMATION. DATED AUGUST 23. 1961 AND RE- CORDED SEPTEMBER 29. 1961 IN BOOK 662 OF OFFICIAL RE- CORDS AT PAGE 413. 4. EASEMENTS, CONDITIONS AND RESTRICTIONS SHORAN OR DEDICATED BY TSE PARCEL MAP i f RECORD®: NOVEMBER 21. 1984 IN BOOK 24 OF PARCEL t MAPS AT PACE 118. SHASTA COUNTY. CALI- FORNIA. r. i" 5. AN EASEMENT: IN FAVOR OF: J. F. SHWA Co.. INC.. A NEVADA CORPORA?ION FOIL: ROAD PURPOSES .. 09. PACE RApORDZD: NOVEMBER 30. 1984 IN BOOK 21 : 661. ► N 1 r _ '1A G. TnM AIO COMMONS COMAIM M IU THAT CERTAIN DEED CR rORi M. JA" BAKU. COlf49TING BIS SEPARATE PROPER?! r ORAIflEE, CALIMON A-SIO RtSOVRCEs I. IMC.. A CALI!'MIA OORPORATICH 5 _ . . . DATEDs JANUARY 18, 19SS RSCORDID1"S III WM 2132, AT TACE ffi 3". +4 Lv » r: 7 L n: x or r A Y x�1 28534 �2,340�521 1: YSTA�C 0 L5 J. 4 ' I 1.4489 Recording Requested by RECORDED ATREOUEST Of CITY OF REDOING •• ••...C1IY..C--."Rc•r^_;Y AT....../�7Please Return to a. OFF Coaas s�zr.rn •CAUV CITY OF REDDING 760 Parkview Avenue APR ^_L Redding, California 96001 i Documentary TransTer Tax - NONE 4V City of Redding EXEMPT , Rev. and Tax. C.A. #11922 ASCOROEAFE`f .........:-O..- A.P. #081-090-23 I ' NO FEE - CITY BUSINESS Gov. Code 16103 OVERHEAD ELECTRIC UTILITY EASEMENT THIS INDENTURE made this 41//L day of i 1990, between general partnership, first party, andATHE CITY OF RRE*J�i'QG f►9i�£�t- --o �y.� � �1a EDDING, a -';:•:.. + Municipal Corporation, second party; `' �'Q ;�� . . WITNESSETH. ` The said first party, does by these presents grant and convey unto second party a permanent easement to erect, construct, reconstruct, eplace, remove, maintain, and use a line of poles with such as second party shall from time to time suspend therefr M. the transmission and distribution of electric energy nd connect to said � poles and wires all necessary and prop crossarms, guys, anchors, and other appliances and fixtures, over, along, upon, under, and across that certain lot or = z parcel of land, County of Shasta, State of California; and more particularly described in Exhibit 'A' attached hereto and incorporated herein by reference. The first party further grants to the second party all rights to review and control the planting, maintaining, trimming, or • removing of any trees or other plants within said easement. Jhw The fir-t party further grants to the second party ingress and egress rights for the purposes of construction, maintenance, and operation of the transmission and distribution power lines within `} said easement. .' TO HAVE AND TO HOLD, unto said second party, its successors y „ and assigns to be used as and for the purposes descr'_bed above, Z .., and for no other purposes. wf,: ;i:" Page 1 of 2 F � K2584rur423 : .r , jvy SSR srA COvxtY = ' CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the EASEMENT Deed or Grant dated January 4 1990, from REDu JOINT VENTURE, A CALIFORNIA GENERAL PARTNER to the City of Redding, a political corporation and/or govern- SHIP1 mental agency, is hereby accepted by the undersigned Mayor or Vice Mayor of the City of Redding on behalf of the City Council of the City of Redding, pursuant to authority conferred by Resolution No. 2310 of said City Council adopted January 20, 1958, and the Grantee hereby consents to the recordation thereof by its duly authorized officer. i Dated: S 1990. ATTEST: • Ethel A. Nichols, City Clerk Scott Carter, Mayor City of Redding City of Redding ------ scoKc584Paot42� I t. vw.;•may''._ h X EASEMENT RESTRICTIONS: The first party agrees not to use the easement area for homes, barns, or other structures. The first party , may use the easement area for pasture, parking, landscaping, or any other use which, in the sole opinion of the second party, will not interfere with the safety and operation of the transmission and distribution power line. ; IN WITNESS WHEREOF, first party has hereunto executed this {of instrument the day and year first above written. F REDDING POWER, A JOINT VENTURE, a California general partnership • By: California Dio Resources I, Inc., a California corporation, a . - general partner By: _ x Name: Title: By: DCTC-Redding, Inc., a Delaware r - corporation, a general partner '13�W►r � yr ,', By: Name: Title: l�� r By: GP Power, Inc., a Delaware :• corporation, a general partner Name: Title: JJ ,� .:Y,• IlC7�Ori:% :,. Page 2 of 2 5k, V 8TA COUNT �A {,• tri:•,_. . •i.�,.;.�,j. rry. � s I STATE OF Call"�•'ice ") 4- '•.. � �; .ir `, COUNTY OF S�Q .nL ) ss t I On this T day of Q/iclC1/ 199 , before me, the undersigned, a Notary Public in and for said County and •, State, personally appeared Tino><htl 4,t&vlec/ , personally # � known to me or proved to me on the basis of satisfactory evidence to be the Pfs!SlC1Ct�� '-of.California Bio Resources I, Inc., and that he exi 7within instrument on behalf of the corporation therein named and acknowledged to me that such corporation as general partner executed the within instrument pursuant-to its by-laws. or-&-resolution of its board of direc- tors. OFFICLAL SEAL y ._ Otaf:a A.O�iEJe a. WON Pus1JC•CI1lJfO1lMA Y' ', �OGL Z&Ian otary Publi ; y commissio expires: Jj2./';Ri'zqa /-�'��'`-q��+s`�C.%��;t,�'3. ;. Qom•,` STATE OF COUNTY OF �, T �, ) ss On this day of lb-IL-1 , 19before me, r the undersigned, a Notary Pyplic in 4.pd for said County and J State, personally appearedei5fQjW >• , Personally , known to me proved to me on a basis of atisfactory evidence to be th of DCTC-Redding, Inc., and that he executed t e within instrument on behalf of the corporation therein named and acknowledged to me that such corporation as +.- general partner executed the within instrument pursuant to its by-laws or a resolution of its board of directors. ,,,•- Notary Public �=' 4i( .};6 My commission expires:;.may^Ti Lyda S.WJw �..»_ !.CS�' ,.•,� Notary Pubic.Stye of NL*are y STATE OF MARYLAND ) UjComrtussionEvies.Jure 11,1950 ! ..', +,...•.• �y'J,'i. 77. COUNTY OF HOWARD ) ss �'','- On this ,�•� day of , 1990 , before me, the undersignelc amt No Pu is in n or sai3 County and State, personally appeared Alan P. Tattersall , personally known to me or proved to me on the basis of satin actory evidence to be the President of GP Power, Inc., and.,+ hat he executed the within instrument on behalf of the corporation . ;' therein named and acknowledged to me that such corporaLtian as general partner executed the within instrument pursuain,t- o� its ^ by-laws or a resolution of its board of directors. r•� -�� � t otary lir My commission expirept) 4 r... . f� • sacK2S$A�ace426 :i: K _ t•�.{ -w• "�l ef''� .�{�„�}f !y ••key + �' ^"'J�'�rj�'��S'��='�rf,�;f,-,It''*,�t•'�� � E�"o_- .ir.. •...P,(.�.t..�.vy."�,,,,� .�� y `r fi.. � �,.aL'.�- ..��'c�(;!.•����` ''C''"• L� •� + r�i+.j :i�'','V'..�+.,'��1GAn�.•.' ry,�4. - ..N� _iM�I�y •�• � .M F • ..r -bM S•• i y ' ,A SSR 3TA C i :, ,• '••�„ '��� EXHIBIT "A" A.p. NO.: 081-090-23 JOB NO.: 496.02 V ` DATE: January 11, 1989 I) ncE- e•enTOTC OTZLZTY LaSETCENI ^'y '` ...,. - 31 1► strip of land in the West halt of Section 27, Townsshasta 1� North, Range 5 West, H.D.K., in the City of Redding, Westerl County, California, being 30.00 feet in width and lying Y of and immediately adjacent to the following described line: Commencing at the Northwest corner of Parcel 1 as shown on the map filed for record in Book 24.of•Paroel Haps.at Page 118, ' Shasta County Records; thence, along the North line o! said LI: Parcel 1, N. 67'29'05" E., 49.21 fest to a point on the West line ,.,. of Parcel 3 02 the Right-oi-Way•for transmission line as z . described in the judgement recorded in Book 269 0! official #. Records at Page.362, Shasta county Records, buinq the TRUE POINT %p ine; thence, along said West line, OF BEGINNING o! this l S. 0'19145" W., 1,782.94 feet to the Point of Termination on the South line of said Parcel 1.,i '��sa:., y. containing 1.22 acres, more or less WP-N/49802-23.EXX lo .fi a .. CATV 47 rw[v.No c I00K �a6( _C c..1c.10 ..��,. , n Q r _. r SPISTA I I 24PPI %8 (Flo umew • Y � I I � I I ' h I l.4NO s t' •. r. 30.Q7 it L55162 dr r IELECTRIC tJ., UTILITY EA5 igr �� oc>•.wo-o OF CAO EASEMENT FROM RE001"I POWER a LN TO CIN OF REMO 33-34pA.cE ; k DATE: /-89 FILE NO. E/y�-!/s� MGINE lINC , . A.P.* 81 -090-23 ` 14489 IOOK�a��AOt`l�.C7 i' a. f � y ,r '►_ � l r ice'J (`f ' ;a� �.... ;1� r :f •.c� A► .tit �+ •� .t i � •s�•�. , �'• '.i. ri e �.�, ••yi= r..�,+� �•►t:' ,'R:, ;, ' i L� 9TA ~ • � _ COUNTY f^•"E�r,+.p { �tT I •'ter � •i. �.f..��f.���y.,�l,• ...�1F-J ` ., r�9d56 r. This FINANCING STATEMENT Is presented for filing and vnN amain effective with certain•■ceot;ons for a • of Eti five yes from the date of filing pursuant to section 9403 of the California Uniform Commercial Code, Period Redding•Power, A Joint Venture I/. •,1.lr.o•Dotue un.•r•n P. 0. Box 720009 IC. Redding, CA 2. ADO,TIONAL O[/row (ILII IV•T Y•ra f,.•T-Vf•r,re,V I..•.. 2A. .ocl.0.acu•.I.o..aoaa.0 r �' 2e. H•,urla•Dowcu Me. '� � 2c. <•...rnt ,�,s 7. OL/TOA's Tw.O[N.r[e on 11TY1.4/ ,1I•rr, I a•. ,i ' jr .... Delmarva Capital Investments, Inc. s r.,.,. • ..... 913 North Market Street •.•.. .' .•.•• .• 1-•^r' •Wilm' ...r: DE 1980 ti , f= 7. •°[Ia.,cc or[ccuwcD rwerr of A.•, SA. , i.J , i4 R•vr.T?i Ll, J crn .. �"4�.f S. This FINANCING STATEMENTcovers the following types or items of property (include description o r Fly on which located and owner of retard when required by instruction 4). [ All the property listed on Exhibit A attached hereto and incorporated by T reference herein. This financing statement covers timber to be cut and is to be recorded in the Real Estate Records. See Exhibit •Br for a description of the Real Estate. Redding f Power, a Joint Venture, is the owner of record of the Real Estate. 1. fr[t[ 7e• D[e TOAltI 111aN•TUA[MOT ago IN ACCOADA.IC[ IT. '1t" Qf © 7A. PRO Il f Of COLLATUAL IN11fAUCiION 111.1 ITL", .};�'� If uK¢u1.4 I ®cit ALfO Cera[/ x 1 1 1 E](2) 4 7) 1 4 1 G I rX I I El e. CMAC[ 1 a I[A11clA111.4 OeROw le A•TwAM$AIIrTINe UTILITY-IN ACCOADANCc WITH UCC 1 aloe 1111.1 l . I , Mn. t Io. TNI"watt row USE or Ill ornccs -! L yv`all a I OAT(( Tlr[. r,L[ rlurscs ► /` a AldorIUNG OrrlCLal Hew• INet 1■1 [ -:f Redding Power, A Joint Venture UCCi 516 Bys DC TC-Reddin Inc, t ' Y TC-Redding, • general partner `*-lstcarotorofthpuns�or 4'8 ` .. -n.e O.Mlrr r•r.rel a/11f/TMUI _ II199 8 s 00hil"Comm 1MAIIA Co•JIIrT, �I(tr t°r [ eI[[CY •M ((�� •`,}Ti ,.•S 4 JUL I I IFO s�•� r Delmarva Capital Investments, Inc. s �A s9OO SW t 1.RNww copy la ALSdSioE•IECgftoH Rt L t AAUUS Ill t• CITY&TA "10 U C1 nr coot L_ �'dda..�4 , ('r4- 9600 ,. rover uccn— i 4.« Ap/n.d 1y the seb•fNY.4 Lw• M �f r+p� Lytes` I11 FILING OFFICER COPY Iou261/Mit it�7,L �/♦,- :q jc + jam - t4..•�••e `. . ` i" , t r. "M1 1 _ •• �• r. ` r -, �, tIT.jM. .r[,.z .,"+�j.;.,, iAY'r ti ..,, •, hv��ri.'?:' .., ,. :; ,1.'`j ,1r .:�:' k ;w�•`7+ ���•AS�'!f"�j �:.'• , y.�Fry1� _• r3 ��':I`II- .i:• a� �` r �:r `. ,` t S r ¢� r,,",� �Y,.j�F�17 �.sit. ,M., Dr..11'� •�1��5�+.'{.f�v�'.. till.-• :I i.: 1 h � ':±�`.r� : Ts :' AL1�f�:'r�R ''^,�`�jf:J1;i.•�n r.•'.':�•'+� -.j1 t 1: �+�/ et�lAf♦A Y�r�wa.�.w�� .. ._ Ot Nla:, x V EXHIBIT A to UCC-1 Financi ng Statement in favor of Belmarve Capital Investments, Inc. an the usecured Partya granted by Redding Power, A Joint Venture ' as wDebtorm All Debtor's right,* 'title "and interest in and to logs, lumber, accounts receivable arising from the sale of said logs or lumber and proceeds thereof, whether now owned or hereafter acquired by the Debtor. T. nox2617PACE782 -J. 7 4 ..... ..... 1,2.-� 14M. -.3 ",F-NA�, 4'T A `ksM-''• - '�� � 1�,:. :;•.�i��� e�Y'S'` �^"!`I�'��+�,..r'...�..y�y� �_)�!1� 1w'l�Ip" r` e1 t t.. •r�Y�,�rli..� _? j�'._ tli�:ii,.�r•J'' iitltl jt F � _ . EXHIBIT N ySITE ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE colINTY OF SHASTA, STATE OF CALIFORNI.A, MORE PARTICUL&R.L -RIBED AS PARCEL . .I• y SHOWNPARCEL I AS . . RECORDED NOVEMBER �.+ SHASTA COUNTY RECORDS. scox2617PACE"i 83 29856 1 f�l�Hj�• ;f :: R vt S• •[ 4i yy. , f tII 'y i...�'MA;i.- ,7\,L'~.�i�l A�. rp �t +rr,�-�'V•-' R .Ir ,•�j�`�tat} �:: 'I'-_' [��y.'�y'�,_' n 1✓ly� I'' �: 1+c �fp�'1� .` j 1 1! t �.' � �• "5!•': . l- '1� ATl'� �:��tT •Q.� j1�,�(y�1�7�yy+^i!..�1'r• yl t 1.' l � '�;,• •f`. •.. M�� rr "v) iyT yi1� lls:3ta i(Pi'�r* ' ► e'ytiL�,�ry� } i \ •�•,_ .ri � 1 i-�,�'.t? fh1�(•7,Yr _,�j� ���'SN�kh•�1.,,�,•\��1i-�+i•� ,.� L'ri;"•� ♦ 71�•' f' ti y� y fL� I ;�� �`.�- ,� �► f ) ��� '•'1.1;�r",A! a" �.�ni�, +�r�`:'l:�.t�'e i �• q 2�'�fi� � �!'� r ��i�• + �+�pj Y.rtx, •} ;� •$.. t�,��M►r!y � i[��,(t++f� ',� ,' � 1:�. 4: ,.i t' r �� a .V . ,:. ;. "�K1�`�tt•�Ci�;, ��}�tt�w,l':S<��.V.Ci*'• ..b,y�,:fi.-� �%�•��'iS.r�=""!� �7'���i 1'>,eS.^�•,r T{,,�(,.li��.+ � ?::i'� r�*,- V lYt . J4tq,"ai �•:� 3 ,�' i r"l _ .t .�' •� �,•}' .� 1 n.•;t �� �{- '+ rl: ,1�' • r hl t C' � 'L'e:1' .'�.++ .•!t.' r i_.'• 'i'' -�1�t•l.�l�• { r } �� ,�� �*• x;11. ;r -e•�•1 J�S,'�.- - . . t amok y STA It CE A,,,U NLA u.rl.r,: ter.rr)a•a"k'%i N"HC:at :ur)k EINANC'%6 �'lA VEn.t r�:+•.! lit C ,ae: yr rtAN T-Rc•nA Dort. I.MVO ntrrurr•on,on I � I before t'u,..y ovr form 3A21 i0 3 .,r.r „r. ..... . ... _^.d� .;3 _SD.Cat ves,'LenCS :n;. . .. •.-. .... . Street 6 Th,, FIN4N(_•.G ST-•EMF':7 ry Pes nr tcm! of located and owner of r-'-11"'' includer descriprlon of real ro I-3 record when required by instruction 41. P PerEy on which All the property listed on > Exhibit A attached hereto and incorporated by reference herein. suers� a:, O This findnciny statement cover- timber to be cut and is to be recorded ;n tie real estate records. See Exhibit 9 for a description of the real estate. Redding Power, A Cal:forn]a Dint �'nt re is the owner of record of the real estate. r ,4;: bz — I y I --• n. ]�.•C • • ,� _•..... . .CI Imo. S.0 _ ..• ' 1 .. ' -�" �i i r•r � �•!.r t,10 rOn ! • r4.nrr. iM1� .. .. ♦ .n •.CJ•O.•n.0 nir,. . .a y .Y t`' _;� J �) W Yi+.. �••` _ r0 t"'s 'v.�E 'LN SSE Jr rru rG CrfICER .•x,.;. I � L�•�L�.1-�ttM�-CI-_WW��II++��.. L1_ _��_.__ -_-.-_.-_�J yC� 1 rO�tE flrC orri'I ANO rILIhLE R, tlER c�va • �.u.o..., / 7/ / C. ic Redding Power, i, Joint venture BY DCTC-Redding, Inc, a general partner C- L _$ - _ -- - ------ -- -- _ Z 563 -_ - :{ RECORDED ru Sr :�t — I 't�• t �/r P. 7/_3/`i�I 3 4q AN 1 AT MIN.PAST OW'a IkfCO20i SMAStA COwn',LU'. Delmarva L.t.•ral Investment s, Inc.Ir cAUG1 1990 9 CIO MAM! AS:rS50A•�f(OiDU ilk LLL_ "'i °l�` AOOnESs C•3r1a iiehnfcldt tl 1 Nlxon !IB rg rA vP, '7l'�'ans Do}'1e _ Urs SLI: lr. t;(SO 9 Surf 0 fInc,mds C 0 lip CODE lJSslt tr�c�ton. D'' 20uU5 ARIr•.•1►•r•• ........•r fr•r• 3::02625'PALE046 a,�yMilk .. < 'i ji•! 'v' ��.- `• - a!~.: ..</ •�: �... r5ll� ^�X i,_ - `'. .�i j� .�r• ���: .. •may�':�'.•F' ��-:� .. - ., r';, `tea•. � � ail . •.�,t, �!, ISI rte,.",�.- • • 'j.c 'lam -•i .�� • • • •• I ,Ct rr :1` •.s. t Jill :I EXHIBIT B to UCC-1 Financing Sta',?ment in favor of Delmarva Capital Investments, Inc. as the -Secured Party- granted by Redding Power, A Joint Venture as 'Debtor- that certain :eal n Co tuy property iInsituate he cf Shasta, State of Cali£ornla, mcra pa articularly dhe oas Parcel 1 as shown on Parcel Hap No. 52-84 for W. Jaron 9aker recorded November 21, 1984 in Book 24 of Parcel Maps at �i page 118, Shasta County records. .� 329 262�)PAC(U�U ' rt = G.: t.c %6B H 7/17/90 � � 1 b A r - . EXHIBIT C 11C®R TITLE 1NSURANCE Policy of Title Insurance ECT TO THE EXCLUSIONS FROM COVERAGE. THE EXCEPTIONS CONTAINED IN SCHEDULE 8 AND THE y�IONS OF THE CONDITIONS AND STIPULATIONS HEREOF, TICOR TITLE INSURANCE COMPANY OF IA,a California corporation,herein called the Company,insures,as of Date of Policy shown in Scheauie A, against O(damage,not exceeding the amount of insurance stated in Schedule A,and costs,attorneys' fees and expenses wrncn 0Company may become obligated to pay hereunder, sustained or incurred by the insured by reason of: ' tde to the estate or interest described in Schedule A being vested otherwise than as stated therein. t AW defect in or lien or encumbrance on such title; 1 l,,Ck of a right of access to and from the land; L Unmarketability of such title; i T?*invalidity or unenforceability of the lien of the insured mortgage upon said estate or interest except to the extent that such invalidity or unenforceability,or claim thereof,anses out of the transaction evidenced by the insured mortgage,and is based upon a. usury, or b. any consumer credit protection or truth intending law;— — The priority of any lien or encumbrance over the lien of the insured mortgage; T.Any statutory lien for labor or material which now has gained or hereafter may gain pnonty over the lien of the insured mortgage,except any such lien arising from an improvement on the land contracted for and commenced subsequent to Date of Policy not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance; t Any assessments for street improvements under construction or completed at Date of Policy which now have gained or hereafter may gain pnolity over the insured mortgage; or I.The invalidity or unenforceability of any assignment, shown in Schedule A,of the insured mortgage or the failure of said } assignment to vest title to the insured mortgage in the named insured assignee free and clear of all liens. TICOR TITLE INSURANCE COMPANY OF CALIFORNIA THIS I" DUPLICATE OF THE ORGINAL POLICY ISSUED, NO ADDITIONAL LIABILM IS TI7SSUEY President S OF CALIFORNIACART Secretary VICE—PRESIDENT Atten '`I%Q 1101i�ri,44600/011 X004/1000,- INO.0 ALTA 0d 110r-0=0 1 0~80 IA4g1O1 1017.70) UT 40 M100M f � ntai %1 arls and Stipulations (Continued and Concluded from Reverse Side of Policy Face) . �,�,shad raw the right at its own cost:o institute and without E. Reduction of ;Ihy ars in �seeuts any action or oroceeang or to do any other act which in tal, All payments under this omcv,except oavments made for costs 3ccrrevs pe necessary or assireble to establish the title to the estate or fees and expenses. snail reduce the amount of ire nsurance oro 'artc, the insured mortgage.as insured. trio Company may mowever.such payments, the acquisition at,rie to e in 1% '�tefaction under the terms of this policy.and hether or not it mad ase est as o ovidea n oaragraon 2 f a rofotres Conditions and St ouiaoonsa se a st 0 rr 'dor.and shad not thereby concede iiawty or wane any,prow- not reduce oro tanto the amount of the nsurance atforaea nereureer excee:.c e 4"4 � the extent that such payments reduce the amount of vie,ndecteaness secGrea I in tit� !���ti,6the Company small have brought any action or interposed a by the insured mortgage. Y 11111114,11111111iP'"rowred or pered M mittby e provisions of this policy,the COrrtpanv Payment in tud by any Person or voluntary satisfaction or release of'ne nsurec adO Wy such litigation to final determination by a court of competent mortgage snail terminate ad i abmN of the Company except as crov cea n f expreSsly reserves the right,in its sole discretion,to appeal from paragracn 2(a mereof tent or order. - (b) The iiaoitty of the Company small not be increased ov additicrai annc: a, l indebtedness created suoseouent to Oate of Policy. exceot as �o 3mour:s �wr+ere this pally perrnrri Ot requires the Company ro prosecute r� the defense of any action or proceeding•the insured hereunder advanced to Protect the i,en of the�nsurea mortgage and sec-urea !rereov ✓� dothe comosnythe right tosoProsecute orprovide defense insuch No Payment shall be made without Producing ;his oolicv lar endorsement �r and all appeals therein,and permit the Company to use,at such payment unless the policy be lost or destroyed.in wm cn case croot of:oss T nernot of such insured fW Such purpose.Whenever requested by or destructlart small be furnished to trio satisfaction of the Comoanv suM insured shall give the Company all reasonable ad in any such E• Liability Nonamwiletfve :ionsa�s�ing in effecting satooment, securing evidence. obtaining if the insured acquires title to the estate or interest n satisfaction of ire or prosecuting or defaming such action or proceeding, and the Indebtedness secured by the insured mortgage. or any part tnereof, t s ex- reimburse such insured for any expense so incurred. pressN understood that the amount of insurance under to s Policy snail ce at Low—Lomas of Asdow reduced by any amount the Company may Pay under any ooitcv ,nsunng 3 fined,n O f�0 dip novices required under paragraph 3(b)of these Conditions and nalleahef executed ov an insured wnicm o a charge or !len on ---eane�„� a stillti t in wnwV of any lose of demaga for which it is ibalmed estate or intertest aescnbed or referred to in Schedule A.and the amount so cad uroo byis liable under this potic y aha$be furnished to the Corr=&wtg►irh shad(be door pid a payment under this policy 1111 St In the l>q such loss or dwrAW she$have been dstermined and no nghii 4 10. Suillinagetion upon Payment or S®etkin+ertt �g=w to on tnsursd dament wily 3O daysaftwsuch stattlttertt shag Vyhenever Me Company shad have settled a claim under this policy. ad ngnt of Iality. if ta byt furnished,failure to fturniafh such staton0it of loge of damage Shay subrogation shall vest n the Company unaffected by any act of the nsurea i°0^of to WW bwkty of the Company ylnder this poky as to such loss or claman<.except that the owner of the indebtedness secured by the nsurea anty, nsertgaga may rielea3e Or substitute the Darsdnal hadntV of any debtor or m M M M&W h t „ gugranwrr or oxtl>arr0.or.;d�tery-ser mgdifv the terms Of payment, or re-ease aIcy . I the ieV she$ w hathe optiah m pay or otheMnse saltie for grin 01t me portion dM6 1111111111118 or MMOR frtbrn the Item of the insurea mortgage.a eiease rprpp dormant arty CLOM Insured against or to termini"as Nsbiky and any collateral security for Me indebtedness, provided such act occurs Prior to e given 0,a of the Comomy heroundl r by ov#VV or tender"payment Of this rempt by the insured of notice of any claim of title or interest adverse to the utie ve iiap�0 to the estate Or interest Or the pnonty,Of the lien of the insured mortgage and v transfer a d^ under this policy together With any�.attorneys•fees Y tr ftshoas sai ricvmW up to the time of such payment or tell"off b�`doorw4 t result in acv bsW priority of the nen of the insured mortgage. 7ne er s34 dant end authonted by the Company.In CM Ipep ped OWN sthi> siebrvga to dna be entitled to ad rights and remedies ion en Sage g�+e /ider this P06CY by an insured, the Company Shah hove tin further such insured claimant would have had against any person or crocerty n respect 0 ptrChase such indebtedness for tin amount v^vq thereon together to such claim had this policy not been issued,and if requested by the Comoanv. dents stiorneirs' teas and experhsise which the CCrnparw is obligated suet insured claimant shad transfer to the Company ad ngnts and remedies -•a +bas m pay If the Company offers to purchase Said indebtedness as against any person or properly necessary in order to perfect such ngnt of added the owner of such indebtedness shall transfer and assign said Subrogation and Sha$ permit the Company to use the name of such nsured I provide for as and the mortgage and any lo$aceral setximhg the same to the ClaxnM in any tier SWWM of litigation i nvolwng surn rights or remedies, if tine or oroceeeV „ppm Dow"e ht therefor as herein provided, peymeritdOes not cover Mo loss of such insured claimant.the Company snail ce its or niurcm Peyaaaeaaa subrogated to such rights and remedies in the proportion which said Payment a defense>riw try Of Company under the policy shin(n n0 Cage exceed cin bears to the amount of sad loss.but such subrogation snail be in subordination aira sale d r� to the insured mortgage. It loss of priority should result from any act of such f the estate 6 r insured Ctimant.SUCK act Shad not void this policy, but the Company. in :rat on an am" Mall Iola of the insured rdairnent; of event, she$ be required to pay only that part of any losses insured against s pale► faaiaint of insurance stated in Schedule A.at.if appficeDls,tin amount of hereunder which shad exceed the amount,if any,lost to the Company by reason aS defined i^paragraph 2(a)hereof: or of the imoarment of the right of subrogation. nng orae er Mtrotrtt of the indebtedness secured by the insured mortgage as ds- 11. L,lablill r Urnited to This Peaky i 7e sMO to a �►aurhder together with hIntetire�st the Or damage'mauled This instrument together with all endorsements and other nstruments..f any. Jverse ~ ti attached hereto by the Comoanv is the entire policy,and contract between:me insured a up pec�^sure ion�any Iola i^w���by ttnc�'� insured and the Comoanv.Any claim of loss a dam e.wnetmer or not based on De„af/s• ^wed upon an assured n litigationexpen on by Me t;ompsny for enceand which anses out of the status at the lien of the nsurea ,f cns++s� ~'�ar+a die coats.attomevs'foes and expenses n btigation tamed on ne>91t9 t notice 0d ^aired with the wrtRen sudhormaoon of the Comperty mortgage or of the title to the estate or interest covered hereby or any action ,he COrtipea hagyty has boon definitely fixed in accordance with the WnditiOns Of asserting such Claim• shad be restricted to the provisions and conditions and 'Mitt+#0 �.fhb loss at damage shad be payabM within 30 days thereafter. stipulations of this policy.No amendment of or enoorsement to ems Policy can fY shad n r a be made except by writing endorsed hereon or attached hereto signed by a tne the President,a Vice President.the Secretarv.an Assistant Secretary,or va oat- y unlade ansa of be mantanabte under this policy lel it the Company,after ing officer or authorized signatory,of ane Company. .tent of go notice of an alleged defect lien Of encumbrerhce insured against bhr rbgstion or otherwise.removes such defect tier►or encumbrance IL Modem ire Sent the title,or the lien of the insured mortgage,as insured•within a All notices required to be given the Company and any statement In wntng eine after receipt of such notice. (til in the event of litigation until required to be furnished the Company. shall include the number of this ociicy bamn a final determination by a court of commem iunsoiction,and and shill be addressed to it at the office which issued this policy or to is Pr ncoai d all aoRsals therefrom, adverse to me title or to the tion of the Office. Claims Department. 6300 Wilshire Boulevard, P O. Box 92792. Los `0`tl qct.as insured,as provided in paragraph 3 hereof,or(G for liabdity � A^g •CaafOmia 90009. ersw by an insured in settling any claim or suit without pear I& THE PREklI M SPgpAED IN SCHEDULE A IS THE ENTIRE CHARGE %%tent at the Company. FOR TITLE SEARCH.MU EXAfdMATHM AND TTTLE INSURANCE. A TITLE INSUF44CE SCHEDULE A ri yt=ber: 105084-A Date of Policy: AUGUST 28, 1987 AT 12:15 P.M. �L of Insurance: $37,600,000.00 Premium: $5,700.00 'so of Insured: .011ONAL WESTMINSTER BANK USA •te estate or interest referred to herein is at the Date of Policyvested in: i ' gp,DDI9G POWER, A CALIFORNIA JOINT VENTURE, THE JOINT VENTURE PARTNERS OF WHICH ARE CALIFORNIA-BIO RESOURCES I, INC., A CALIFORNIA CORPORATION, AND DELWEST REDDING, A CALIFORNIA JOINT VENTURE, THE JOINT VENTURE PARTNERS OF WHICH ARE DELMARVA CAPITAL OLOGY COMPANY, A DELAWARE CORPORATION, AND WESTERN COGENERATION, INC. , A ■ U,MRNIA CORPORATION ye estate or interest in the land described in Schedule C and which is encumbered by the insured mortgage is: nZ AS TO PARCEL 1; AN EASE[KENT AS TO PARCELS 2, 3 AND 4 ► vu mortgage, herein referred to as the insured mortgage, and the assignments thereof.. :f aqy, are described as follows: ADEC OF TRUST, ASSIGNMERT OF RENTS, SECURITY AGREEMENT, AND FINANCING MTZMENT TO SECURE AN INDEBTEDNESS OF THE AMOUNT STATED HEREIN, SATED : JULY 31, 198T T : $3T,6o0,000.0o �tlSTOR : REDDING POWER, A CALIFORNIA JOIST VENTURE 'SSM : TICOR TITLE INSURANCE COMPANY OF CALIFORNIA 93MCIART: NATIONAL WESTMINSTER BANK USA MORDED : AUGUST 28, 198T AS DOCUMENT NUMBER 28533 OF OFFICIAL RECORDS UCC ILMER : 1T1 �' .Co 'Mw of c.wa+r. VTLE INSURANCE _ C aF'ECT OF THE FOLLOWING NOTES AS CONTAINED ON THE PARCEL MAP FOR W. JAXCN _ RECORDED NOVEMBER 21, 1984 IN BOOK 24 OF PARCEL MAPS AT PAGE 118, SF.ASTA RECORDS. 0 ON-SITE SEWAGE DISPOSAL SYSTEM SHALL BE LOCATED ONLY WITHIN THE DISPOSAL INDICATED FOR PARCLI 1 UNLESS AN ALTERNATE SITE IS SPECIFICALLY APPROVED BY HEALTH OFFICER. 11 SEWAGE DISPOSAL FOR PARCEL 1 IS ONLY POSSIBLE BY INSTALLATION OF A CONVENTIONAL SEWAGE DISPOSAL SYSTEM THAT HAS BEEN DESIGNED PER DIVISION OF gRONMF•NT HEALTH CRITERIA IN ACCORDANCE WITH THE 1982 SEWAGE DISPOSAL STANDARD ��Rp�ENTS IS NON-CONVENTIONAL SEWAGE DISPOSAL SYSTEM MAY BE COSTLY TO INSTALL AND OFF IN. REAL PROPERTY OWNER OF-SAID PARCEL AND SAID NOH-CONVENTIONAL SEWAGE T� )ISpOSAL SYSTEM WILL BE REQUIRED TO BECOME PART OF THE COUNTY INSPECTION AND Hp ITCHING PROGRAM ESTABLISHED BY SHASTA COUNTY ORDINANCE #494-222..(SECTIONS 3430-3437.5, 4/21/81) 31 THE CITY OF REDDING CURRENTLY PROVIDES WATER AND SEWER SYSTEM FACILITIES. SgOULD CONNECTION TO EITHER BE DENIE DUE TO LACK OF CAPACITY 1N THE SYSTEM, THE DVELOPER AND SUBSEQUENT PROPERTY OWNERS MAY BE UNABLE TO OBTAIN A BUILDING pfgMlT. .ASF ENT AFFECTING THE PORTION OF SAID LAND, AND FOR THE PURPOSES STATED goZli, AND INCIDENTAL PURPOSES, SHOWN OR DEDICATED BY THE PARCEL MAP RECORDED : NOVEMBER 21, 1984 IN BOOK 24 OF PARCEL MAPS AT PAGE 118 ya (A) : PUBLIC SERVICE AFp C'm : AS SHOWN ON SAID MAP FOR (B) : EASEMENT TO BE DEDICATED TO THE CITY OF REDDING UCT AFFFxTS : AS SHOWN ON SAID MAP ' T TEE MM= OF THE FOLLOWING AREAS AS SHOWN ON THE PARCEL MAP FOR W. JAXON BAKER RECORDED NonmER 21, 1984 IN BOOK 24 OF PARCEL MAPS AT PAGE 118, SHASTA COUNTY RECORDS: 1) PROPOSED WELL SITE 2) PROPOSED LEACH FIELD CONDITIONS AND RESTRICTIONS AS SET FORTH IN THE STATEMENT OF OWNERS LIABILITY OR RESPONSIBILITY ON THE PARCEL MAP FOR W. JAXON BAKER RECORDED: NOVEMBER 21, 1984 IN BOOK 24 OF PARCEL MAPS, AT PAGE 118 -• AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED IE• MWN, AND INCIDENTAL PURPOSES [TS U FAVOR OF: J. F. SHEA CO., INC. , A NEVADA CORPORATION . ROAD PURPOSES CES MR RECORDED . NOVEMM 30, 1984 IN BOOK 2109, PAGE 661, OF OFFICIAL RECORDS iASTA AFFECTS AN 80 FOOT STRIP OF LAND TRAVERSING A PORTION OF THE HEREIN DESCRIBED PROPERTY 0.1 ®A TITLE I P15U RAE _ SCHEDULE B (Continued? � s i IT sddition to the matters set forth in Part I of this Schedule, the title to said estate , .serest in the land described or referred to in Schedule C is subject to the follovirg r - �erg, if any be shorn, but the Company insures that such matters are subordirate to t^e 0;Dor charge of the insured mortgage upon said estate or interest. 3 ' DR V A DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FINANCING STATDIENT DVEZ TO SECURE SUPPORT AGREEMENT AND COMPENSATION LOAN AGREEMENT DATED : JULY 31, 1987 3 TRUSTOR : RIDDING POWER, A JOINT VENTURE BE TRUSTEE : TICOR TITLE INSURANCE COMPANY OF CALIFORNIA BENEFICIARY : DELMARVA CAPITAL INVESTMENTS, INC REA RECORDED : AUGUST 28, 1987 AS DOCUMENT NUMBER 28534 OF OFFICIAL RECORDS ISFS UCC NUMBER : 172 EEP. rocx ION IN Y. FOR D ATE, ARY ;H OR kT )SED IN h40fhb Insuranoa company of c&afomia • � I �y'Su91,c+a7•S- I -g C: � Ali .1 � �I i aiY�.aa�a��8�L71 � I � ; � � �i •T, � «i I • I � ss3 w }la ' ��•„••al tyl;ai i� � •3b= rb::•a3i ia: � V•a I � I I I ( I ,- it 1t • �� j,o N • tTf >'jr 1 J r �i lSb •, t0 � I � w 7, �s � u 8 y9� LI I•� j i •� • •.\ frr 1� •• � la Z