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CONTRACT 6261 Leasing AgreementAgreement No. 6261 DUE DILIGENCE AND RECREATION GROUND LEASE AGREEMENT Between THE CITY OF EL SEGUNDO, a General Law Municipal corporation ("Lessor") And ES CENTERCAL, LLC, a Delaware limited liability company (as "Lessee") Dated February 6 , 2021 Agreement No. 6261 TABLE OF CONTENTS Page Section1. Demise ... ................... ............................--- .................. ....... ............................. 2 Section2. Lease Term ................................................. .......................... .... ......................... .. 2 Section 3. Rent; Payments for Public Good ................ .................. ............................. 3 Section4. Use................................................................................ ......... ................... ......... 5 Section 5. Due Diligence; Condition of Premises....................................................................... 6 Section6. Liens ............................. .............. ............... ................... ......... ........................... 12 Section 7. Utilities, Taxes, and Other Charges.......................................................................... 13 Section8. Insurance................................................................................................................... 15 Section 9. Lessor's Right to Perform Lessee's Covenants........................................................ 16 Section 10. Compliance with Legal Requirements...................................................................... 17 Section 11. Operation, Repairs and Maintenance........................................................................ 19 Section 12. Development of the Golf Course Premises; Premises Improvements ...................... 22 Section 13. Title to Premises Improvements .,.... ........ ................. .................... ........ ....... 23 Section14. No Waste.....................................................................................................,.,., 23 Section 15. Inspection and Access. ............................................................... .................. 23 Section 16. Lessor's and Lessee's Exculpation and Indemnity .................................................. 24 Section17. Condemnation ...................... ......... ....,......................... ,.......... ,........ ...........,,......,..„.. 25 Section 18. Assignment and Sublease ...... .......... ........................ .,.., .. 27 Section 19. Lessor Default; Remedies ...... .................. ......... ........ ............. 29 Section 20. Lessee Default; Remedies,..... . ......... .................... ............... 30 Section 21. No Abatement of Rent; Encroachments ........................ .......... 32 Section 22. Leasehold Mortgages ......................, ....,..,. ..,.».,.......................................,.,..,.... 32 Section 23. Lessor's Right to Encumber...................................................................................... 35 Section24. Nonmerger .................. ........................................................................................ 35 Section 25. Quiet Enjoyment .................... ........ ..»............................. . ..................... ,. 36 Section26. Surrender......................................................................................... .................. 36 Section 27. Invalidity of Particular Provisions..................................................,. ,... ........ 37 Section 28. No Representations .................................... .................. ............ .... ................... 37 Section 29. Estoppel Certificate ......................... ......... ......... ....................„,.......,............... 37 Section30. Force Majeure........................................................................................................... 38 Agreement No. 6261 Section31. Notices............................................................ ... .................. ............. ............... 38 Section32. Venue ..................................... ......... ................., ............................... ..,...... ...., 39 Section 33. Entire Agreement .................. ......... ........... ....... .................. ............................ 39 Section34. Applicable Law ................................................ ................................ ....... ....... 39 Section 35. License Agreement ............... .................. .......--. ................... .................. 39 Section36. Late Charge........................................................................................................, 40 Section37. Nonwaiver............................ u... ....... ....... ,............. ...........w........................................ 40 Section38. Brokerage ............................... ., ................ ........................,.............................,.... 40 Section 39. Miscellaneous Provisions ............................. ............................ ......................... ......... 41 Section 40. Covenants to Bind and Benefit Parties..................................................................... 41 Section 41. Captions and Table of Contents ................. .............................. ,..,.,..... ............... 41 Section 42. Hazardous Materials ................................... ......... ...................... .... ................. 41 Section43. Audit .............. ...... ............. ....,. , ......... .......... .......... .......................... 41 Section44. Counterparts................................................................................................... 42 Section 45. Consent and Approval Rights ......,,.<..................... .............................................. 42 Section46. Prevailing Wages...................................................................................................... 42 Section47. Golf Course.....................................................................--.................................. 43 Section 48. Business License Taxes............................................................................................ 43 11 Agreement No. 6261 EXHIBITS "A" — Legal Description Exhibit "A- I" — The Premises Exhibit "A-2"- The Golf Course Exhibit `B" — Site Plan Exhibit `B-I" — Preliminary Site Plan Exhibit "C" — License Agreement Exhibit "D" — Golf Course and Premises Improvements Exhibit "E" — Permitted Exceptions Exhibit "F" — Form of Memorandum of Lease Exhibit "G" — Prototype Facility Exhibit "H" — Form of Guaranty Exhibit "I" — RESERVED Exhibit "J" — Golf Course Operations Manual Exhibit "K" — Intentionally Omitted Exhibit "L" List of Litigation, Claims and Other Proceedings iii Agreement No. 6261 DUE DILIGENCE AND RECREATION GROUND LEASE AGREEMENT ("LEASE") Date: Februarys , 2021 (the "Commencement Date") Lessor: THE CITY OF EL SEGUNDO, a general law City and municipal corporation ("Lessor"). Lessee: ES CENTERCAL, LLC, a Delaware limited liability company ("Lessee") Guarantor: TG Holdings I, LLC, a Delaware limited liability company ("TGH") for the construction of the Premises Improvements and for the Operating Period ("Topgolf Guarantor") RECITALS A. Whereas Lessor owns or is the Licensee of certain real property in the City of El Segundo, County of Los Angeles, State of California, more particularly described in Exhibit "A" the "Property"') attached hereto and by this reference incorporated herein and delineated on the Site Plan attached hereto as Exhibit "Il" and by this reference incorporated herein. A portion of the Property consists of that certain real property in the City of El Segundo, County of Los Angeles, State of California, more particularly described in Exhibit "A-l" attached hereto and by this reference incorporated herein and delineated on the Site Plan (the "Premises"). Also attached hereto as Exhibit "134" is a current preliminary Site Plan for the golf course and related improvements (the "Golf Course"), more particularly described in Exhibit "A-2", which makes up a portion of the Property but is not part of the Premises. A portion of the Property is subject to that certain License Agreement dated June 24, 1991, by and between Southern California Edison as "Licensor" and the Lessor as Licensee, a copy of which is attached hereto as Exhibit "C"" attached hereto and by this reference incorporated herein (the "License Agreement"); and, B. Whereas subject to all of the Conditions Precedent and other terms and conditions of this Lease, Lessor desires to lease the Premises to Lessee and Lessee desires to lease the Premises from Lessor and to sublease the Premises to TopGolf USA El Segundo LLC, a Delaware limited liability company ("Topgolf El Segundo") for the purpose of operating a commercial driving range, full service restaurant, clubhouse, and event space (herein called the "Sublease") and Lessee wishes to lease the Premises from Lessor, for such use subject to all of the Conditions Precedent and other terms and conditions of this Lease; and, C. Whereas Lessee shall make or cause to be made certain improvements to the Golf Course, including the installation of lights on the Golf Course for the purpose of allowing golf to be played on the Golf Course during twilight and after sunset hours (collectively, the "Golf Course Improvements") and the Premises ("Premises Improvements") for the benefit of Lessor and Lessee as described on Exhibit "D" attached hereto and by this reference incorporated herein; and, Agreement No. 6261 D. Now Therefore Lessor and Lessee enter into this Lease based on the terms and conditions hereinafter set forth. For purposes of this Lease, Topgolf Guarantor and Topgolf El Segundo are sometimes collectively referenced as "Topgolf'). TERMS Section 1. Demise Lessor and Lessee hereby enter into this Lease for purposes of allowing: Lessee to perform due diligence on the Property; and to provide an opportunity for the parties to potentially satisfy the Conditions Precedent. Upon the Premises Turnover Date Lessor shall lease the Premises to Lessee, and Lessee shall lease the Premises from Lessor, upon the terms and conditions set forth in this Lease. Until and unless the Premises Turnover date occurs, the Lessee shall have no leasehold interest in the Premises. Section 2. Lease Term 2.1 The "Basic Term" of this Lease shall begin and the Lessee's leasehold interest shall become effective when all of the Conditions Precedent have been satisfied or explicitly waived in writing by the party or parties benefitting from the Condition Precedent, and Lessee has delivered the Due Diligence Acceptance Notice, and the Topgolf Guarantor has not withdrawn its Guaranty as provided in Section 5.6 hereof ("Premises Turnover Date"), and shall end on the twentieth (20th) anniversary of the Premises Turnover Date. The Basic Term shall also be referred to herein as the "Initial Term". The parties agree to execute and record a memorandum of an addendum to this Lease setting forth the Premises Turnover Date. While the terms "Lease", "Lessor" and "Lessee" are used throughout this agreement/Lease, the Lessee shall not be deemed to have a leasehold interest in the Premises until the Premises Turnover Date. On the Premises Turnover Date, Lessor shall deliver to Lessee, in conformance with all applicable laws, and except as otherwise explicitly provided herein exclusive possession and control of the Premises in its "AS IS" condition except it shall be free of any and all occupants, liens, encumbrances, and security interests except for non -delinquent real estate taxes, the Parking License, the License Agreement and the Permitted Exceptions as shown on Exhibit "E." 2.2 Lessee shall have six (6) successive options to extend the term of this Lease, each for a separate additional period of five (5) years (each, an "Option Period"), from the date upon which such term would otherwise expire, provided that Lessee shall be entitled to exercise an Option Period only if at the time of exercise Lessee is in compliance with all of the material terms of this Lease, including but not limited to all Rent payments being current and the Premises being open to the public and operating as a driving range with food/beverage service. However, to the extent Lessee has received a default notice from Lessor and is diligently curing a default in accordance with Section 20 hereof, this Lease shall not be extended until such time as the default is cured and then the term may be extended. If Lessee does not cure such default within the time periods set forth in Section 20 hereof then Lessee shall forfeit the extension rights set forth in this Section. Subject to the above limitations, unless Lessee gives Lessor at least six (6) months prior written notice of its intent not to exercise an Option Period to extend this Lease, this Lease shall automatically be extended for an additional five (5) year term. Each such extension shall be upon 2 Agreement No. 6261 and subject to the same terns, covenants and conditions as those herein specified except that Lessee may not again exercise any previously exercised option under this section. The words "Lease Term, term of this lease", "the term hereof', or words of like import shall be deemed to refer to the Initial Term of this Lease provided for in Section 2.1 hereof together with any extension or renewal thereof which shall become effective pursuant to the provisions of this Lease or by reason of the exercise of an option or right granted hereunder. Section 3. Rent; Payments for Public Good 3.1 Lessee covenants and agrees to pay to Lessor, promptly when due, without notice or demand and without deduction or setoff of any amount whatsoever unless otherwise specifically provided in this Lease, the following amounts: (a) the amount of Eighteen Thousand and No/100 Dollars ($18,000.00) per month ("Initial Rent") from the Premises Turnover Date until the earlier of either (i) eleven (11) months from the Premises Turnover Date, or (ii) the "Fixed Rent Commencement Date" (as defined in Section 3.2), not to exceed One Hundred Ninety Eight Thousand and No/100 Dollars ($198,000.00) in the aggregate, and (b) the amount of One Hundred Eight Thousand Three Hundred Thirty Three Dollars ($108,333.34) per month ($1,300,000 per year) as rent for the Premises from the Fixed Rent Commencement Date through the end of the Lease Term, except as increased as specified below (the "Fixed Rent"). In addition to the Fixed Rent, Lessee shall pay to Lessor: (i) for each calendar year during the term of this Lease following the Fixed Rent Commencement Date, an amount equal to three percent (3%) of the Gross Receipts from all beverages (alcoholic and non-alcoholic) sold on the Premises during the applicable calendar year, but in no event less than Two Hundred Thousand Dollars ($200,000) per calendar year ("Variable Rent"); and (ii) the entire consideration payable by licensee to licensor under the License Agreement as and when required by the License Agreement (provided that, Lessee may satisfy its obligations under this clause (ii) by making payments of such consideration directly to Licensor as and when due under the License Agreement). The obligation of Lessee to pay Fixed Rent, Variable Rent and other sums hereunder may be satisfied by any person or entity making payment of Fixed Rent, Variable Rent or other sums to Lessor as hereinafter provided. The term "Gross Receipts" wherever used in this Lease shall mean the aggregate amount of sales (whether for cash, on credit or otherwise) of all alcoholic and non-alcoholic beverages made and rendered on the Premises in connection with the business operation conducted on the Premises, but shall not include any federal, state, municipal or other sales, value added or retailer's excise taxes paid or accrued, regardless of whether such taxes are collected from customers or absorbed, sales to employees, complimentary sales, donations for charitable events, discounts afforded customers from the redemption of coupons, fees paid to credit card issuers and processors, bulk and/or intercompany transfers of inventory (provided no such transfer is made to avoid liability to Variable Rent), or alcohol beverage license fees (if any). Within one hundred (120) days after the end of each calendar year following the Variable Rent Commencement Date (defined in Section 3.2 below), Lessee shall deliver to Lessor a written statement setting forth the amount of Gross Receipts for the preceding calendar year. Simultaneously with the delivery of such statement, Lessee shall pay to Lessor the Variable Rent shown by such statement to be then due and owing. In computing the Variable Rent for the first calendar year following the Variable Rent Commencement Date (and any calendar year that includes the date of termination of this Lease), if such calendar year shall contain less than 365 Agreement No. 6261 days, then the Variable Rent shall be multiplied by fraction, the numerator of which shall be the number of days in such shorter calendar year, and the denominator of which shall be 365. 3.2 The first installment of Initial Rent shall be payable on the Premises Turnover Date in a pro-rata amount based upon the number of days remaining in the month. The first installment of Fixed Rent shall be payable from the earlier of (i) the date that the Premises opens to the public for business or (ii) twelve (12) months following the Premises Turnover Date, subject to Force Majeure as defined in Section 30 and delays caused by Lessor (the "Fixed Rent Commencement Date"). All Rent (other than Variable Rent) from and after the Fixed Rent Commencement Date shall be paid in advance, on the first day of each month. Upon termination of this Lease, Rent payable for less than a full month shall be paid in a pro-rata amount based on the number of days that the Lease was in effect for the month. The obligation to pay Variable Rent shall commence on Fixed Rent Commencement Date ("Variable Rent Commencement Date"). Within ninety days of the termination of this Lease, Lessee shall pay to Lessor all Variable Rent payments owed to the Lessor based upon the payments being made in arrears. This agreement shall not be construed as giving Lessor any partnership or other interest in Lessee's or Topgolf s business. It is understood and agreed by Lessor that there has been no representation of any kind whatsoever made by Lessee or Topgolf as to the amount of Gross Receipts which may or shall be made from the Premises during any year of the term of this Lease. 3.3 The Fixed Rent shall increase by ten percent (10%) at the commencement of each five-year period during the term of this Lease (including any Option Periods that may be exercised by Tenant) commencing with the day following the fifth anniversary of the Fixed Rent Commencement Date. 3.4 Following the first full calendar year of Lessee's operation of the Premises for the Permitted Use, on an annual basis Lessee shall establish or cause its Sublessee on its books and fund a capital reserve fund equal to $200,000 in the aggregate for both the Premises and the Golf Course per calendar year (such amount being pro -rated for any period of less than one full calendar year and not being subject to escalation hereunder), which shall be used by Lessee to make repairs and improvements to the Premises (the "Capital Reserve Fund"). The Capital Reserve Fund shall be allocated $160,000.00 to the Premises and $40,000.000 to the Golf Course. The Capital Reserve Fund shall not be a limitation on the amount that Lessee is otherwise required to spend to repair and maintain the improvements on the Premises as required under this Lease. Notwithstanding the foregoing and for the avoidance of doubt, the requirement to maintain the Capital Reserve Fund for the Golf Course is a requirement under that certain Golf Course Management Agreement entered into on or about the date of this Lease by and between Lessor and Topgolf El Segundo LLC (the "Golf Course Management Agreement"), and is provided under this Lease for reference purposes only. The failure to maintain the Capital Reserve Fund for the Golf Course as required under the Management Agreement shall be a default under the Golf Course Management Agreement, but shall not be a default hereunder. 3.5 All amounts payable under Section 3.1 above, as well as all other amounts payable by Lessee to Lessor under the terms of this Lease, shall be paid at the address of Lessor set forth in Section 31.1, or at such other place within the continental limits of the United States as Lessor shall from time to time designate by written notice to Lessee, in lawful money of the United States, which shall be legal tender in payment of all debts and dues at the time of payment. 4 Agreement No. 6261 3.6 It is intended that the Initial Rent, the Fixed Rent, the Variable Rent, Payments for Public Good and any Additional Rent provided for in this Lease (together "Rent") shall be an absolutely net return to Lessor throughout the Lease Term, free of any expense, charge, or other deduction whatsoever, including all claims, demands, or setoffs of any nature whatsoever, except as otherwise explicitly provided in this Lease. 3.7 Lessee shall make cash payments to Lessor in the sum of Two Hundred Thousand Dollars ($200,000) per calendar year during the Term of this Lease following the Fixed Rent Commencement Date (the "Payments for Public Good"). Lessor shall in its sole discretion use the proceeds of the foregoing Payments for Public Good to create a fund controlled by Lessor and used to develop or improve public facilities and amenities, to foster educational and other programs and otherwise to promote the benefit and support the public good with regard to the City of El Segundo and its residents. Each installment of the foregoing Payments for Public Good shall be due and payable by Lessee within one hundred (120) days after the end of each calendar year during the Term of this Lease following the Fixed Rent Commencement Date. In computing the Payments for Public Good for the first calendar year or portion thereof following the Fixed Rent Commencement Date (and any calendar year that includes the date of termination of this Lease), if such calendar year shall contain less than 365 days, then the Payments for Public Good shall be multiplied by fraction, the numerator of which shall be the number of days in such shorter calendar year, and the denominator of which shall be 365. The Payments for Public Good shall not be subject to escalation hereunder. 3.8 Except as may be provided in this Lease, Lessee shall also pay without notice and without abatement, deduction, or setoff, as "Additional Rent," all sums, impositions, costs, and other payments that Lessee in any of the provisions of this Lease assumes or agrees to pay, and in the event of any nonpayment, but subject to the terms and provisions of this Lease and all applicable laws, Lessor shall have (in addition to all other rights and remedies) all the rights and remedies provided for in this Lease or by law or equity in the case of nonpayment of the Rent. Section 4. Use 4.1 Notwithstanding any other provision of this Lease, Lessee may only use the Premises, and the Premises Improvements, for a driving range and related clubhouse with restaurant, bar, lounge, grill, event space and other ancillary and incidental amenities typically included in a Topgolf family entertainment facility, subject to the provisions of Section 4.2, ) (the "Permitted Use"). Lessee shall not be permitted to conduct any of the driving range or clubhouse operations on the Premises until the Golf Course Improvements described in Exhibit "D" are substantially completed (which for purposes hereof means that the Golf Course Improvements are completed subject to minor alterations or corrections, that is, "punch list" items and that the nine - hole course, clubhouse, pro -shop and bathrooms are capable of being open for business) as reasonably determined by Lessor. Lessor acknowledges and agrees that the operation of a Topgolf driving range, restaurant, bar, lounge, grill and event space, that is similar with regard to the current operations of that certain existing Topgolf facility located at 6101 N 99th Ave, Glendale, Arizona and is generally consistent with regard to its construction with those renderings and descriptions attached hereto as Exhibits "D" and "G" and by this reference incorporated herein (the "Prototype Facility"), including a driving range and related teaching facilities and both indoor and outdoor cafe / bar / grill facilities serving alcoholic beverages, and meeting and banquet Agreement No. 6261 facilities, also serving alcoholic beverages (referred to herein as a "Topf Facili '') is a Permitted Use under this Section 4.1. 4.2 Lessee shall not use or occupy, or permit or suffer all or any part of the Premises or any Premises Improvements to be used or occupied except as provided in Section 4.1 and Lessee's use of the Premises is further restricted and cannot be used: (i) for any unlawful or illegal business, use, or purpose, or (ii) for any purpose or in any way that is in violation of a lawfully issued existing certificate of occupancy for the Premises, or of any "Legal Requirements" (as defined below), including but not limited to "Legal Requirements" respecting "Hazardous Substances" (as defined in Section 42). For the purposes of this Lease, the term "Legal Requirements" means all present and future laws, ordinances, orders, judgments, rules, regulations, and requirements of all federal, state, regional, and municipal governments, departments, agencies, commissions, boards, and officers, foreseen or unforeseen, ordinary as well as extraordinary, applicable to the Premises or to the use or manner of uses of the Premises or any Premises Improvements or the owners or users of any Premises Improvements. 4.3 Nothing contained in this Lease shall be deemed to be a gift or dedication of any portion of the Premises to the general public or for the general public or for any public purpose whatsoever, or an agreement to do so, it being the intention of Lessor and Lessee that this Lease shall be strictly limited to and for the purposes herein expressed and strictly for the benefit of Lessor and Lessee. Unless required otherwise by a governmental authority, Lessee shall take commercially reasonable actions to prevent the Premises from being used by any individual or entity, or the public, from and after the Premises Turnover Date, in such manner as might reasonably make possible a claim or claims of adverse usage, adverse possession, or prescription, or of implied dedication, of the Premises or any Premises Improvements or any portion thereof. Section 5. Due Diligence; Condition of Premises 5.1 Due Diligence Period. Unless earlier terminated pursuant to Section 5.6 or as otherwise expressly provided herein, Lessee shall have until five (5) months from the Commencement Date (such period, as the same may be extended or shortened hereunder, is referred to herein as the "Due Diligence Period") to complete its due diligence investigations of the Premises, provided that, if, prior to the expiration of the Due Diligence Period, each of the Conditions Precedent set forth in Section 5.5 have been satisfied or waived, then Lessor and Lessee shall have the right to agree that the Due Diligence Period shall expire, in which case the Due Diligence Period shall expire upon the date of such mutual agreement. During the Due Diligence Period, Lessee and Lessee's authorized representatives, during normal business hours, shall have the right to enter upon the Property for the purposes of conducting studies, inspections and investigations of the Property (without unreasonably interfering with the operations of the current facilities located on the Property) and analyzing all documents and matters pertaining to the Property as Lessee reasonably deems necessary or desirable in connection with its leasing of the Premises, including geotechnical, seismic, mechanical, engineering and environmental testing, and to satisfy itself in its sole and absolute discretion that the Property is suitable for the Golf Course Improvements and the Premises Improvements and Lessee's intended use of the Premises, including without limitation, zoning classifications, building regulations, governmental entitlements, land use entitlements permitting private recreational use at the Premises (including without limitation, a general plan amendment, specific plan designation, alcohol permit approvals 0 Agreement No. 6261 by the City, and lot line adjustments), a determination under the California Environmental Quality Act ("CEQA") on all actions subject to CEQA (including without limitation the leasehold interest that may be granted to Lessee under this Lease), and all other legal matters applicable to the Improvements (collectively, the "Required Project Entitlements"), all at Lessee's sole expense (collectively, the "Investigation"). The Due Diligence Period shall not exceed five (5) months except in the event that any person or entity that is not a party to this Lease nor a guarantor of this Lease challenges any of the Required Project Entitlements, then the Due Diligence Period shall automatically be extended to end upon the thirtieth (30th) day following the final disposition of any such challenge (i.e. the entry of a non -appealable order of a court of competent jurisdiction dismissing such challenge, granting some or all of the relief sought by such person or entity, or settlement of the challenge), provided that Lessee is diligently defending and pursuing such challenge. Except with respect to provisions that expressly survive the termination of this Agreement, upon expiration of the Due Diligence Period (which shall not be extended under any circumstance by Force Majeure), the failure to satisfy the Conditions Precedent and the termination of this Lease, all of the rights and obligations of the parties hereunder shall terminate and each party represents and warrants that it understands and agrees that it shall have no right to file a legal or equitable action against the other party if the Conditions Precedent are not satisfied during the Due Diligence Period, unless the failed condition was a condition that failed because of a breach of this Agreement by the other party or because of such party's fraud or willful misconduct. For the avoidance of doubt, the mere exercise of discretionary authority by the City is not and does not constitute a breach of this Lease or fraud or willful misconduct by the City or Lessor. In no event shall a party be permitted to seek damages in connection with such a legal or equitable action that exceeds One Hundred Thousand and no/100 Dollars ($100,000.00). 5.2 Cooperation and Entry Notice. Lessor and Lessee agree to reasonably cooperate during the Due Diligence Period, including but not limited to Lessor providing public information to Lessee in Lessee's efforts to obtain approvals from other governmental agencies_ Lessee agrees to make reasonable efforts to notify Lessor, a minimum of twenty-four (24) hours before each entry onto the Premises and/or contact with employees on the Premises. 5.3 Title Due Diligence. At the Premises Turnover Date, the real property comprising the Premises must be free from all easements, encumbrances, or restrictions other than those set forth on Exhibit "E", which will be finalized and attached hereto within sixty (60) days from the Commencement Date (the "Permitted Exceptions"). Lessee at its option may procure an ALTA extended leasehold owner's policy of title insurance from Chicago Title Insurance Company (the "Title Company" or "Escrowee") which policy must be free and clear of any exceptions or objections other than the Permitted Exceptions (the "Title Policy"). The Lessor shall have no obligation to take any action to remove any exceptions or objections that the Title Company may place on the Title Policy. The cost of a standard leasehold title policy and/or the Title Policy shall be borne by Lessee. Lessee shall use reasonable efforts to cause the Title Company to deliver to Lessee a Preliminary Report issued by the Title Company covering the Premises (the "Preliminary Report"), together with true and legible copies of all documents evidencing matters of record shown as exceptions to title thereon ("Underlying Documents") as soon as practicable after the Commencement Date. The Preliminary Report and Underlying Documents shall hereinafter sometimes be collectively referred to as the "Title Documents". Lessee shall have the right to object to any exceptions Agreement No. 6261 contained in the Preliminary Report, in Lessee's sole and absolute discretion by giving written notice to Lessor within fifteen (15) business days after Lessee has received the Title Documents. Lessee shall have the right to object to any matters revealed by the Survey (as defined below) by giving written notice to Lessor within fifteen (15) business days after Lessee has received the Survey. If Lessee disapproves of any matter affecting title or the Survey (the "Title Disapproval"), Lessor shall have the option until 5:00 p.m. on the day that is five (5) business days after delivery to Lessor of the Title Disapproval to elect in Lessor's sole and absolute discretion by written notice to Lessee ("Lessor's Title Response") to (i) cure or remove such disapproved matter(s) on or before the Premises Turnover Date or (ii) not cure some or all of such disapproved matters, in which case Lessee may, by written notice to Lessor within five (5) business days after Lessor's Title Response, elect to waive this contingency or terminate this Lease (in which event the parties shall have no further obligations to one another except with respect to the obligations that survive the termination of this Lease). Lessor's failure to timely notify Lessee of its election aforesaid shall conclusively be deemed to be Lessors' election not to cure any objection. If Lessee elects not to terminate this Lease as provided above, Lessee agrees that the matters expressly approved or waived by Lessee in writing shall added and be attached to this Lease as Exhibit `T" as the "Permitted Exceptions"). Notwithstanding the above, Lessor shall have no obligation to take any action to remove any exceptions or objections that the Title Company may place on the Title Policy, whether or not Lessee disapproves such matters. Lessee's approval of the Preliminary Report shall be without prejudice to Lessee's right to disapprove the "Survey" (defined below) as provided above, or any supplementary reports issued by Title Company except those that arise after the Premises Turnover Date. The cost of a standard leasehold title policy and/or the Title Policy shall be borne by Lessee. Within five (5) business days after the Commencement Date, Lessor shall provide Lessee with a copy of any existing ALTA survey of the Real Property in Lessor's possession, if any (the "Existing Survey"). Lessee shall be responsible, as its sole cost and expense, for thereafter obtaining and paying for any update to the Existing Survey ("Survey") to meet the requirements of Lessee or its lender for the Title Policy. 5.4 Indemnification. All Investigations shall be at the sole risk and expense of Lessee and Lessee shall defend, indemnify and hold Lessor and its employees, agents, officers and elected officials, (collectively the "Indemnified Parties") harmless for, from and against any and all claims, causes of action, demands, injuries, damages, costs, expenses (including reasonable attorneys' fees) or liability (collectively, the "Liability") imposed upon, suffered by, incurred by or asserted against the Indemnified Parties as a result of or relating to the Investigations conducted by or on behalf of Lessee in connection with the Property, except for damages resulting from the negligence or willful misconduct of Lessor or those acting at its request or on its behalf or the discovery of Hazardous Substances (as defined in Section 42) on the Property that were not released on the Property by Lessee or its agents. However, if Lessee takes possession of the Premises then it shall be responsible for all Hazardous Substance (as defined in Section 42) clean- up costs that are required for purposes of completing the Premises Improvements on the Property. Lessee shall maintain and shall cause any person performing work or investigation on the Premises on behalf of Lessee to maintain a policy of comprehensive general liability insurance with premiums fully paid, issued by an insurance company reasonably acceptable to Lessee in an amount not less than $2,000,000.00 to insure the risks covered by the indemnity provided above, which policy shall name the Indemnified Parties as insureds. The insurance shall not act as a limit 8 Agreement No. 6261 on Lessee's Liability. This indemnity shall survive any termination or expiration of this Lease. Notwithstanding any other provision in this Lease, in the event that the Conditions Precedent are not satisfied and Lessee does not take possession of the Premises, then Lessee shall return the Golf Course and Premises to substantially their same condition as they existed prior to the Commencement Date. 5.5 Conditions Precedent. The following shall be conditions precedent to the Premises Turnover Date and commencement of the Basic Term hereunder (items (i) through (xiii) shall be collectively referred to as the "Conditions Precedent"): (i) (A) Lessee filed an application prior to the Commencement Date for the Required Project Entitlements which Required Project Entitlements the City Council may in its sole and absolute discretion either approve or disapprove and (B) prior to the end of the Due Diligence Period, Lessee has obtained such Required Project Entitlements; (ii) Lessee has prepared and the City has approved final building plans for the Golf Course Improvements and the Premises Improvements (collectively, the "Plans and Specifications"), which Plans and Specifications for the Golf Course Improvements shall be approved by Lessor if they are consistent in all material respects with the description of the Golf Course Improvements described on Exhibit "D" and all zoning and building and safety laws and regulations, and for the Premises Improvements that shall be approved by the City if they are consistent in all material respects with the Prototype Facility and all applicable zoning and building and safety laws and regulations; Lessee shall cause the City to be named as an additional insured under the certificate(s) of insurance issued by the architects and design professionals responsible for preparing the plans for the Golf Course and Premises Improvements; (iii) Lessee (or Topgolf El Segundo) has entered into construction contracts consistent with this Lease, for the completion of the Golf Course Improvements on Exhibit "f)"' hereto, and Topgolf has entered into construction contracts consistent with this Lease, for the completion of the Premises Improvements as described and depicted on Exhibit "B-1" hereto but such shall not relieve Lessee as being obligated for completing such improvements and Lessee shall cause the City to be named as an additional insured under the certificate(s) of insurance issued by the contractor(s) for construction of the Golf Course Improvements and Premises Improvements, (iv) Lessee has entered into a Sublease of the Premises with Topgolf El Segundo that requires Topgolf to operate the Premises for at least seven (7) years in accordance with the Continuous Operation Requirement (the "Operating Period"); (v) Lessee has delivered within ten (10) business days following the expiration of the Due Diligence Period written notice to Lessor that it desires to have this Lease become effective ("Due Diligence Acceptance Notice"); (vi) West Basin has provided a license agreement, lease or other instrument granting the City and Lessee the right to use parking spaces on the West Basin Property for the Premises and Golf Course Facility which license agreement, lease or other instrument shall not be modified or terminated by Lessor or with Lessor's approval, if Lessor has the right to approve such modification or termination, without Lessee's prior written consent; (vii) prior to the expiration of the Due Diligence Period, Chevron USA, Inc., a Pennsylvania corporation ("Chevron") shall have executed and delivered to Lessee an agreement addressing the use of the Premises consistent with the provisions of this Lease in a form as agreed to by Lessee in its sole and absolute discretion but the City will not be a party to the agreement and it will not affect the City's rights or obligations regarding the Property; (viii) Lessor has in its sole and absolute discretion determined within sixty (60) days of the Commencement Date that TGH has sufficient financial strength to guarantee construction of the Golf Course and Premises Improvements and the operation of the Premises during the Operating Period and to guarantee Rent payments through completion of the Operating Period as expressly required by this Lease 9 Agreement No. 6261 and as set forth in the Topgolf Guaranties. In the event that despite Lessor's efforts as set forth above, the financial review of the Topgolf Guarantor cannot be completed within such 60 day period, Lessor shall notify Lessee and the 60 day period shall be automatically extended for an additional 30 days; (ix) TGH shall have executed the Guaranty for the Premises Improvements, the operation of the Premises during the Operating Period and Rent payments through completion of the Operating Period in the form attached hereto as Exhibit "H" and delivered such to the Lessor (Delivery of this Guarantee shall also constitute performance of Condition Precedent item (iv); and the Topgolf Guarantor shall not have withdrawn such Guarantee within five (5) business days as set forth in Section 5.5 of this Lease; (x) Lessee shall have entered into an irrevocable license in a form acceptable to Lessor and Lessee in their sole an absolute discretion (the "Parking License") with Lessor that (A) grants Lessor ingress and egress to and from the parking lot located on the Premises, (B) gives Lessor the right to require Lessee to mark, with signs or other markings acceptable to Lessor, twenty-six parking spaces in the parking lot to indicate that they are for the exclusive use of patrons of the Golf Course and related Golf Course amenities, employees on duty at the Golf Course or related amenities, and golf instructors during the Golf Course's hours of operation, and (C) provides that the balance of the parking spaces in the parking lot are to be made available for both patrons of the Golf Course (and Golf Course related amenities) and patrons of Topgolf on a first -come, first -served basis; (xii) Lessee shall have prepared at its expense within one hundred and twenty (120) days after the Commencement Date the legal descriptions for Exhibits "A-1" and "A-2" for Lessor's approval, and (xiii) Lessor and Lessee shall have agreed upon the Land Value (as defined in Section 17.2.1.1 hereof) in their respective sole and absolute discretion within 180 days from the Commencement Date. 5.6 pease Termination. Items (vii) and (viii) of Section 5.5 shall be collectively referred to as the "Preliminary Conditions Precedent." If, on or before the expiration of the time periods set forth for any of the Preliminary Conditions Precedent, Lessee shall determine in its sole and absolute discretion that any of the Preliminary Conditions Precedent will not be satisfied, then Lessee may notify Lessor of such determination at any time before or within ten (10) days after the expiration of such applicable time period that it has elected to terminate this Lease. With respect to the Preliminary Conditions Precedent set forth in items (vii) and (viii) above, if, on or before the expiration of the time periods set forth in items (vii) and (viii) above Lessor shall determine in its sole and absolute discretion that items (vii) and (viii) will not be satisfied within the applicable time period, then Lessor may notify Lessee of such determination at any time before or within ten (10) days after the expiration of such applicable time period that it has elected to terminate this Lease. Lessee may terminate this Lease for any reason at any time in its sole and absolute discretion during the Due Diligence Period by notifying Lessor of such determination (the "Due Diligence Termination Notice"), whereupon any termination by Lessor or Lessee of this Lease and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Lease). Each party hereto agrees to diligently pursue the satisfaction of all Conditions Precedent within the time frames set forth herein. In the event that Lessee determines to proceed with the leasing of the Premises and all of the Conditions Precedent are satisfied and thereby waive its right to terminate this Lease as provided in this Section 5.6, then Lessee shall notify Lessor of such determination in writing on or before 5:00 p.m. (Pacific time) on the date that is the tenth business day following the date that the Due Diligence Period shall expire (the "Due Diligence Acceptance Notice"). If the Lessee delivers the Due Diligence Acceptance Notice and the Topgolf Guarantor shall not have withdrawn its Guaranty by providing written 10 Agreement No. 6261 notice of such within five (5) business days of the Due Diligence Acceptance Notice then the Guaranty shall be deemed to be in full force and effect and the Topgolf Guarantor shall have waived any rights, if any, to claim that its Guaranty is not in full force and effect. If the Topgolf Guarantor has given written notice of the withdrawal of its Guaranty then this Lease shall be deemed terminated and the parties shall have no further obligations under this Lease except those that expressly survive the termination of this Lease. The Due Diligence Acceptance Notice shall be deemed to be a confirmation from Lessee that the parties have entered into the Sublease of the Premises further described in clause (iv) of Section 5.5 hereof. In the event that Lessee shall fail to deliver either the Due Diligence Termination Notice or the Due Diligence Acceptance Notice to Lessor on or before 5:00 p.m. (Pacific time) on the date that is the tenth business day following the expiration of the Due Diligence Period then this Lease shall expire and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Lease). In addition to the foregoing, if, on or before the expiration of the Due Diligence Period the Conditions Precedent have not been satisfied or the City does not approve of the Required Project Entitlements, then this Lease and the obligations of the parties hereunder shall terminate and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Lease. It is expressly understood that the City is not committing to issuance of the Required Project Entitlements, including the CEQA determination or that the Conditions Precedent shall otherwise be satisfied by executing this Lease as such are subject to a separate discretionary land use entitlement processes, including public hearings, and/or are outside of the City's control and/or are, as applicable, subject to the approval of the City. Within five (5) business days of the delivery by Lessee to Lessor of the Acceptance Notice, so long as the Topgolf Guarantor shall not have provided written notice that it has withdrawn its Guarantee, Lessor and Lessee shall each execute a memorandum evidencing this Lease that may be recorded by Lessee at Lessee's sole cost and expense and in the form of Exhibit "P. If, for any reason at any time during the Term of this Lease the legal description of the Premises changes, Lessor and Lessee agree to execute and record a new Memorandum of Lease, modifying the original Memorandum to reflect such new legal description. Notwithstanding the foregoing sentence, the parties are under no obligation to modify the legal description of the Premises. In the event this Lease is terminated pursuant to the terms hereof the parties agree, upon written request of either party, to execute and record evidence of such termination of the above Memorandum. Notwithstanding anything in this Lease to the contrary, Lessee shall have no right to terminate this Lease and Topgolf Guarantor shall have no right to terminate or diminish their obligations under guaranty following the Premises Turnover Date through the time that the Golf Course Improvements and the Premises Improvements are completed and a certificate of occupancy has been issued for the Golf Course and the Premises, except for termination due to a material default of this Lease by Lessor that Lessor has not remedied after being notified of the default and afforded the opportunity to cure it as provided in Section 19. Notwithstanding the foregoing, if, during construction of the Golf Course Improvements or the Premises Improvements, Lessee discovers that due to the discovery of Hazardous Substances (as defined in Section 42) on or under the Golf Course or Premises after the Turnover Date which: (i) could not have not been reasonably discovered by Lessee as part of its investigation of the Premises and Golf Course; and Agreement No. 6261 (ii) were not caused by Lessee, its agents, contractors, employees, tenants, occupants or invitees or otherwise resulting from Lessee's use of the Premises; and Lessee is not able to construct its contemplated Premises Improvements in accordance with desired or approved plans, site plans and the Required Project Entitlements, Lessee shall be obligated to return the Golf Course and Premises to the same or better condition, including all improvements that existed thereon, they were in prior to the Premises Turnover Date and terminate this Lease and the parties shall have no further rights or obligations under this Lease except as expressly set forth herein. Upon any termination of this Lease pursuant to this Section 5, and provided that Lessor is not in default of any material provision hereunder, Lessee shall deliver to Lessor, within ten (10) days of such termination and without any representation or warranty whatsoever as to the truth, accuracy or completeness of such information and Lessor shall rely on such information at Lessor's sole risk and expense, originals or copies of all studies, reports, maps, documents and other material obtained by Lessee from third parties as part of Lessee's Investigation that are in Lessee's possession and that Lessee is not expressly prohibited from providing to Lessor. 5.7 Survival. All those provisions of Section 5.4 and this Section 5.6 whose full performance are not accomplished prior to any termination of this Lease shall survive such termination to allow such performance within a reasonable time. However, this provision shall not extend the Due Diligence Period, provide additional time for satisfying the Conditions Precedent or in any way result in a leasehold or other possessory interest to be created in the Lessee or any other party with respect to the Premises or the Property. Section 6. Liens 6.1 Except as otherwise specifically provided in this Lease (i.e. with regard to the construction of the Golf Course Improvements and the Premises Improvements), Lessee shall have no power to do any act or to make any contract that may create or be the foundation for any lien, mortgage, or other encumbrance on the reversion or other estate of Lessor, or on any interest of Lessor in the Property. 6.2 Lessee shall not suffer or permit any liens to attach to the interest of Lessor or the interest of Lessee in all or any part of the Property by reason of any work, labor, services, or materials done for, or supplied to, or claimed to have been done for or supplied to, Lessee or anyone occupying or holding an interest in all or any part of any the Golf Course Improvements on the Property or the Premises Improvements on the Premises through or under Lessee; provided, that if any such lien shall at any time be filed against the Property, Lessee shall cause the same to be discharged of record within sixty (60) days after the date of filing the same by either payment, deposit, or bond. The Topgolf Guarantor shall also be responsible for monitoring such liens and discharging same if Lessee fails to do so. Lessee may, however, postpone its obligation to discharge a lien arising out of work done by or for Lessee if Lessee provides Lessor or any prospective purchaser of Lessor's fee interest with title insurance that insures Lessor's title and either: (i) omits the lien, or (ii) insures against collection of the debt underlying the lien, and Lessee shall not be in default of its obligations under this Section 6.2 during any such period of postponement, provided such title insurance is provided within the aforesaid sixty (60) day period, at Lessee's expense. 12 Agreement No. 6261 6.3 Subject to Section 12 (and subject to the lien rights of any person, firm or corporation performing work for providing materials in connection with the Golf Course Improvements or the Premises Improvements), unless otherwise set forth to the contrary herein, nothing in this Lease shall be deemed to be, or be construed in any way as constituting, the consent or request of Lessor, express or implied, by inference or otherwise, to any person, firm, or corporation for the performance of any labor or the furnishing of any materials for any construction, rebuilding, alteration, or repair of or to the Property or to any Golf Course Improvements or Premises Improvements, or as giving Lessee any right, power, or authority to contract for or permit the rendering of any services or the furnishing of any materials that might in any way give rise to the right to file any lien against Lessor's interest in the Property or against Lessor's interest, if any, in the Golf Course Improvements or Premises Improvements. Lessee is not intended to be an agent of Lessor for the construction of any Golf Course Improvements or Premises Improvements on the Property. Following completion of the Premises Improvements and the Golf Course Improvements by or on behalf of Lessee, Lessor shall have the right to post and keep posted at all reasonable times on the Property and on any Golf Course Improvements or Premises Improvements, any notices that Lessor shall be required to post for the protection of Lessor, the Property, and of the Golf Course Improvements or Premises Improvements from any such lien. The foregoing shall not be construed to diminish or vitiate any rights of Lessee in this Lease to construct, alter, or add to any Golf Course Improvements or Premises Improvements in accordance with the terms of this Lease. Section 7. Utilities, Taxes, and Other Charges 7.1 Lessee shall pay or cause to be paid all charges for water, gas, electricity, garbage, telephone, sanitary sewer, storm water, drainage, and any and all other services used by Lessee in or upon the Premises or any Premises Improvements. 7.2 Subject to Section 7.7, Lessee shall pay and discharge, or cause to be paid and discharged, before any fine, penalty, interest, or cost may be added for nonpayment, all real estate taxes, personal property taxes, privilege taxes, excise taxes, business and occupation taxes, gross sales charges, assessments (including but not limited to, assessments for public improvements or benefits), and all other governmental impositions and charges of every kind and nature whatsoever, whether or not now customary or within the contemplation of the parties and regardless of whether the same shall be extraordinary or ordinary, general or special, unforeseen or foreseen, or similar or dissimilar to any of the foregoing which, at any time during the Lease Term, or are assessed based upon the Lease Term, following the Premises Turnover Date, shall be or become due and payable and which: 7.2.1. Shall be levied, assessed, or imposed against the Premises or any Premises Improvements or any interest of Lessor or Lessee under this Lease; or 7.2.2. Shall be or become liens against the Premises or any Premises Improvements or any interest of Lessor or Lessee under this Lease unless caused by or on behalf of Lessor; or 7.2.3. Shall be levied, assessed, or imposed on or against Lessor by reason of any actual or asserted engagement by Lessee, or by Lessor at the direction of, directly or indirectly, in 13 Agreement No. 6261 any business, occupation, or other activity in connection with the Premises or any Premises Improvements; or 7.2.4. Shall be levied, assessed, or imposed on or in connection with the ownership, leasing, operation, management, maintenance, repair, rebuilding, use, or occupancy of the Premises or any Premises Improvements under or by virtue of any present or future Legal Requirement, it being the intention of the parties that, insofar as the same may lawfully be done, Lessor shall be free from all such expenses and all such real estate taxes, personal property taxes, privilege taxes, excise taxes, business and occupation taxes, gross sales taxes, occupational license taxes, water charges, sewer charges, assessments, and all other governmental impositions and charges of every kind and nature whatsoever relating to the Premises or the Premises Improvements (all of such taxes, water charges, sewer charges, assessments, and other governmental impositions and charges that Lessee is obligated to pay being collectively called "Tax" or "Taxes"). 7.3 If by law any Tax is payable, or may at the option of the taxpayer be paid, in installments, Lessee may, whether or not interest shall accrue on the unpaid balance, pay the same, and any accrued interest on any unpaid balance, in installments as each installment becomes due and payable, but in any event before any fine, penalty, interest, or cost may be added for nonpayment of any installment or interest. With respect to any assessments for public improvements or any similar assessments, Lessee may request amortization of such assessments over the longest period permitted by governmental authority so long as such does not exceed the Basic Term or any extension thereof exercised by Lessee. Lessee shall be obligated to pay off any unpaid balance of any such installment payment plan upon the termination of this Lease. 7.4 Any Tax relating to a fiscal period of the taxing authority, a part of which is within the Lease Term and a part of which is not within the Lease Term, shall be apportioned and adjusted between Lessor and Lessee so that Lessee shall pay only the portions that correspond with the portion of such fiscal periods included within such period. Any such adjustments shall be resolved, as applicable, at the Premises Turnover Date and the expiration of the Lease Term. 7.5 Lessee covenants to furnish to Lessor, within thirty (30) days after the last date when any Tax must be paid by Lessee as provided in this section, official receipts, if such receipts are then available to Lessee, of the appropriate taxing authority, or other proof reasonably satisfactory to Lessor, evidencing payment. 7.6 Lessee shall have the right at Lessee's expense to contest or review the amount or validity of any Tax or to seek a reduction in the assessed valuation on which any Tax is based, by appropriate legal proceedings. Lessee may defer payment of such contested Tax on condition, however, that if such contested Tax is not paid beforehand and if such legal proceedings shall not operate to prevent the enforcement of the collection of the Tax so contested and shall not prevent the sale of the Premises or any Premises Improvements to satisfy the same, then before instituting any such proceedings, Lessee shall furnish to Lessor a surety company bond, cash deposit, or other security reasonably satisfactory to Lessor as security for the payment of such Tax, in an amount sufficient to pay such Tax, together with all interest and penalties in connection with such Tax and all charges that might be assessed against the Premises or any Premises Improvements in the legal proceedings. On termination of such legal proceedings, the security originally deposited shall be 14 Agreement No. 6261 applied to the payment, removal, and discharge of the Tax and the interest and penalties in connection with the Tax and the charges and costs accruing in such legal proceedings and the balance, if any, shall be paid to Lessee. If such security shall be insufficient for this purpose, Lessee shall forthwith pay over to Lessor an amount sufficient, together with the security originally deposited, to pay the same. Lessee shall not be entitled to interest on any money deposited pursuant to this section. 7.7 Any contest as to the validity or amount of any real or personal property tax, or assessed valuation on which such tax was computed or based, whether before or after payment, may be made by Lessee in the name of Lessor or of Lessee, or both, as Lessee shall determine, and Lessor agrees that it will cooperate with Lessee in any such contest to such extent as Lessee may reasonably request, and Lessee covenants to indemnify and save Lessor harmless from any such costs or expenses. Lessee shall be entitled to any refund of any such Tax and penalties or interest that have been paid by Lessee. 7.8 Lessee shall be responsible and shall pay or cause to be paid all costs directly or indirectly related to Lessee's development and use of the Premises and Premises Improvements constructed thereon. 7.9 The parties shall use reasonable efforts to see that all communications from governmental authorities respecting Taxes are sent directly by such authorities to Lessee. The certificate, advice, receipt, or bill of the appropriate official designated by law to make or issue the same or to receive payment of any Tax or nonpayment of such Tax, shall be prima facie evidence that such Tax is due and unpaid or has been paid at the time of the making or issuance of such certificate, advice, receipt, or bill. Section 8. Insurance Lessee, at its expense, shall maintain or caused to be maintained by Topgolf or any other sublessee at all times during the Lease Term commercial general liability insurance in respect of the Premises and use of the Premises with Lessor as additional insured, with ten million dollars ($10,000,000.00) in "Constant Dollars" (as defined below) minimum combined single -limit coverage, or its equivalent. Such insurance shall include contractual liability coverage in such amount for Lessee's indemnification and other obligations contained herein. Such insurance policy or policies shall be issued in the name of Lessee, with Indemnified Parties as being included in the insurance policy definition of who is an additional insured, and shall be primary to any insurance available to Lessor and the insurance shall not be contributory with or constitute excess coverage with respect to Lessor's insurance. Lessee shall also maintain or caused to be maintained by Topgolf or any other sublessee during the Basic Term, at no expense to Lessor, fire and extended coverage insurance sufficient to replace all Premises Improvements notwithstanding the amounts set forth below. Such policies of insurance shall be issued by good, responsible companies that are reasonably acceptable to Lessor and qualified to do business in the state of California. An insurance certificate or certificates evidencing such insurance shall be delivered to Lessor prior to the Commencement Date (evidencing coverage in the amount of four Million Dollars ($4,000,000) covering the Due Diligence Period), and thereafter prior to the Premises Turnover Date (evidencing coverage in the amount of ten million dollars ($10,000,000)), and renewal policies shall be delivered to Lessor within ten (10) days before the expiration of the term 15 Agreement No. 6261 of each such policy or policies. As often as any such policy or policies shall expire or terminate, renewal or additional policies shall be procured and maintained by Lessee in like manner and to like extent. All policies of insurance must contain a provision that the company writing the policy will give Lessor thirty (30) days' written notice in advance of any cancellation, non -renewal substantial change of coverage, or the effective date of any reduction in amount of insurance. During such times that TopGolf or another Sublessee of Lessee is not under contract to operate the Golf Course during the term of this Lease, Lessor shall maintain, or cause to be maintained, in full force and effect, on and with respect to the Golf Course, either proof of self- insurance, or insurance through a joint powers authority, reasonably acceptable to Lessee in the amounts and with additional insured requirements set forth in this paragraph or policies of. (i) commercial general liability insurance, written on an "occurrence" policy form, with bodily injury and property damage coverage arising out of or relating to Lessor's ownership, business operations, use or occupancy of the Golf Course, which shall name Lessee, Lessee's first mortgagee, and Topgolf s first mortgagee and Topgolf as additional insureds as their respective interests may appear, and (ii) first party property insurance written on a "special form" policy covering loss or damage to the improvements on the Golf Course for not less than the amount of the full replacement value of such improvements. The limits of the commercial general liability policy shall be at least ten Million Dollars ($10,000,000) per person, with a combined single limit of not less than ten Million Dollars ($10,000,000.00) on a "per occurrence" basis (bodily injury and property damage), or in such higher amounts and with such additional coverages as Lessor may be required pursuant to agreement with any mortgage lender of Lessor or pursuant to any other contractual agreement relating to the Golf Course or any part thereof to which Lessor is a party. At Lessee's request, Lessor shall furnish appropriate certificates of such insurance to Lessee. The insurance required of Lessee and Lessor by this provision or otherwise in this Lease shall not limit such party's liability under any indemnity provision set forth in this Lease or any other liability that such party may have under this Lease. "Constant Dollars" shall mean the value of the U.S. dollar to which such phrase refers, as adjusted from time to time. An adjustment shall occur on the 1 st day of June of the sixth (6th) full calendar year following the date of this Lease, and thereafter at five (5) year intervals. Constant Dollars shall be determined by multiplying the dollar amount to be adjusted by a fraction, the numerator of which is the Current Index Number and the denominator of which is the Base Index Number. The "Base Index Number" shall be the level of the Index for the year of the Commencement Date; the "Current Index Number" shall be the level of the Index for the year immediately preceding the adjustment year; the "Index" shall be the Consumer Price Index for All Urban Consumers, published by the Bureau of Labor Statistics of the United States Department of Labor for U.S. City Average, All Items (1982-84=100), or any successor index thereto as hereinafter provided. If publication of the Index is discontinued, or if the basis of calculating the Index is materially changed, then Lessor and Lessee shall substitute for the Index comparable statistics as computed by an agency of the United States Government or, if none, by a substantial and responsible periodical or publication of recognized authority most closely approximating the result which would have been achieved by the Index. Section 9. Lessor's Right to Perform Lessee's Covenants 16 Agreement No. 6261 9.1 If Lessee at any time fails to pay any Tax in accordance with the provisions of this Lease or fails to make any other payment (other than Rent) or perform any other material act on its part to be made or performed (in each instance, to the extent applicable, within the applicable notice and cure periods provided in this Lease), then Lessor may (but shall be under no obligation to): 9.1.1. Obtain the same on Lessee's behalf, and without waiving or releasing Lessee from any obligation of Lessee contained in this Lease or from any default by Lessee and without waiving Lessor's right to take such action as may be permissible under this Lease as a result of such default, and after Lessee's failure to obtain any required liability insurance or evidence thereof, procure such insurance and Lessee shall pay to Lessor the actual costs and expenses thereof as applicable to that period of time between the expiration of such notice and the date upon which Lessee provides such certificate or evidence of liability insurance to Lessee as required hereinabove, and any actual costs incurred by Lessor in obtaining or terminating its procured insurance; and/or 9.1.2. After ten (10) days prior written notice to Lessee which specifies what action is required, perform the same on Lessee's behalf, make any other payment or perform any other act on Lessee's part to be made or performed as provided in this Lease. 9.2 All sums so paid by Lessor and all actual costs and expenses incurred by Lessor, in connection with the performance of any such act, shall constitute Additional Rent payable by Lessee under this Lease and shall be paid by Lessee to Lessor on demand. Section 10. Compliance with Legal Requirements 10.1 Throughout the Lease Term Lessee shall promptly comply with all Legal Requirements (as defined in Section 4.2). To the extent that there is any change in Legal Requirements such that the Permitted Use is no longer a lawful use of the Premises, Lessee may terminate this Lease upon delivery of written notice to Lessor. Lessee shall pay all costs of compliance with Legal Requirements. 10.2 Lessee shall have the right, after prior written notice to Lessor, to contest by appropriate legal proceedings, diligently conducted in good faith, in the name of Lessee or Lessor or both, without cost or expense to Lessor, the validity or application of any Legal Requirement subject to the following: 10.2.1. If, by the terms of any Legal Requirement, compliance may legally be delayed pending the prosecution of any such proceeding without the incurrence of any lien, charge, or liability of any kind against all or any part of the Premises and without subjecting Lessor to any liability, civil or criminal, for failure to comply, Lessee may delay compliance until the final determination of such proceeding; or 10.2.2. If any lien, charge, or civil liability would be incurred by reason of any such delay, Lessee nevertheless may contest the matter and delay compliance, provided that such delay would not subject Lessor to criminal or civil liability or fine, and Lessee prosecutes the contest with due diligence. 17 Agreement No. 6261 10.3 Lessor shall execute and deliver any appropriate papers, as determined in the Lessee's sole discretion, that may be necessary, proper or desirable to permit Lessee to contest the validity or application of any Legal Requirement, provided all the requirements of this section have been satisfied by Lessee. 10.4 Each party shall promptly provide the other party, in the manner provided in Section 31 below, copies of all material correspondence or other documents sent to or received from governmental agencies or other persons: (i) relating to Lessee's development of the Premises; and/or (ii) that may materially adversely affect the fair market value of the Premises. 10.5 Lessor represents and warrants to Lessee, that as of the Commencement Date and as of the Premises Turnover Date: 10.5.1. Lessor shall not during the Lease Term initiate any action that would create any encumbrances except for taxes, assessments and fees imposed pursuant to California Constitution Articles XII C and D (or other applicable laws), that would adversely affect Lessee's use, operation or occupancy of the Premises. 10.5.2. All persons and entities supplying labor, materials, and equipment to the Premises have been paid, there are no claims of liens and there are no service contracts applicable to the Premises. 10.5.3. Except as set forth in Exhibit "L", or as previously disclosed to Lessee by Lessor, to the best of Lessor's knowledge there is no action in the nature of litigation, claim, investigation or other proceeding pending or to Lessor's best knowledge, threatened against or affecting the Premises, the use thereof, or Lessor. 10.5.4. Lessor has not committed nor obligated itself in any manner whatsoever to sell or lease the Premises to any person other than Lessee. Without limiting the generality of the foregoing, no right of first refusal regarding the Premises exists. Lessor will not, prior to the Premises Turnover Date, offer to or enter into any backup or contingent option or other agreement to sell or lease the Premises to any other person. 10.5.5. There is an existing agreement with a company to operate and manage the Property (the "Management Agreement"), but the Lessor shall by the expiration of the Due Diligence Period provide Lessee with reasonable evidence that as of the Commencement Date and as of the Premises Turnover Date, such Management Agreement shall have been terminated with respect to the Leased Premises, and that there are no leases, tenancies, rental agreements or entitlements or use agreements, or unrecorded restrictive covenants affecting all or any portion of the Premises except for the Permitted Exceptions. 10.5.6. Lessor is not a foreign person, nonresident alien, foreign corporation, foreign partnership, foreign trust, or foreign estate, as those terms are defined in the Internal Revenue Code and the Income Tax Regulations promulgated thereunder. this Lease. 10.5.7. Lessor has made no untrue statements or representations in connection with 18 Agreement No. 6261 10.5.8. Lessor has to the best of its knowledge provided or made available to Lessee all information in Lessor's possession that Lessee has requested, and Lessor to the best of its knowledge has provided or made available to Lessee any public information or knowledge actually obtained by Lessor of any change contemplated in any applicable laws, ordinances or restrictions, or any judicial or administrative action, or any action by adjacent landowners, or natural or artificial condition, financial or otherwise, which would prevent, limit or impede the use of the Premises as contemplated by this Lease. 10.5.9. All documents delivered or made available to Lessee by or on behalf of Lessor are to the best or Lessor's knowledge true and correct copies of the documents in Lessor's possession. 10.5.10. Prior to the Premises Turnover Date, and except as otherwise provided in this Lease, Lessor has: (i) performed all of its obligations under any lien indebtedness, and (ii) except as expressly permitted by this Lease, not allowed any lien to attach to the Premises or any portion thereof which is not discharged at the Premises Turnover Date, nor granted, created, modified or permitted the creation of, any easement, right-of-way, encumbrance, restriction or covenant affecting the Premises or any part thereof. 10.5.11. To Lessor's actual knowledge, except as may be contained in the written materials delivered or made available to Lessee during the Due Diligence Period, Lessor is not aware of the existence of Hazardous Substances (as defined in Section 42) other than that the Premises were previously owned by Chevron and there is a Chevron refinery located directly across the public right of way from the Premises. For purposes of this Section 10.5.11, the phrase "actual knowledge" shall mean the present, actual knowledge of the City Manager ("Lessor's Designated Representative") with no duty of investigation, inquiry or inspection. In no event shall Lessee be entitled to assert any cause of action against Lessor's Designated Representative, nor shall such individual have any personal liability whatsoever for any matter under or related to this Lease. Lessor represents and warrants that Lessor's Designated Representative is the City Manager and the person on behalf of Lessor most knowledgeable about the matters which are the subject of this Section. Section 11. Operation, Repairs and Maintenance 11.1 Lessee shall maintain and repair or cause to be maintained and repaired the Premises and any Premises Improvements Lessee constructs on the Premises, and off the Premises but in conjunction with the development of the Premises and that Lessee is required by Legal Requirements to maintain, as necessary to keep them in first-class order, condition, and repair throughout the entire Lease Term after the Premises Turnover Date, at no cost to Lessor, provided that during the periods that Topgolf is operating the Premises, this condition shall be satisfied by keeping the Premises in a condition substantially comparable to other facilities currently being operated by Topgolf. Lessor and Lessee agree that wherever in this Lease an obligation is imposed on Lessee, Lessee (without being released from any of its obligations under this Lease or requiring that the Lessor pursue any party other than Lessee for performance of such obligations) shall have the right to delegate responsibility for performing such obligations and will delegate such responsibility for performing such obligations to Topgolf or to any other occupant of the entire Premises approved by Lessor under Section 18 of this Lease (an ".Operator'') and performance of 19 Agreement No. 6261 such obligation by Topgolf or the Operator in accordance with the terms of this Lease shall be deemed performance by Lessee. 11.2 During the Lease term following the completion of the Premises Improvements and the opening of the Premises to the public (i) Lessee shall operate or cause to be operated the ground level (or other suitable portion) of the Premises Improvements as a driving range open for business seven days a week from at least 6:00 a.m. until at least 9:00 p.m., other than on any Specified Holidays, (ii) the remainder of the Premises Improvements, such that the same are open for business seven days a week from at least 9:00 a.m. until at least 9:00 p.m., other than on any Specified Holidays, and (iii) Lessee shall require the person or entity that is subleasing and/or operating the Premises Improvements to execute as a successor in interest, the Golf Course Management Agreement, as previously amended in accordance with this Lease ("Continuous Operation Requirement"). The only exception to these requirements shall be during periods of damage or destruction, condemnation, or when Lessee is conducting alterations, routine repairs, maintenance and upgrades to the facilities and in such cases Lessee shall work diligently to minimize the number of hours and/or days that the driving range and/or restaurant are not open during the Continuous Operation Requirement. For purposes hereof, "Specified Holidays" means collectively, the following holidays: New Year's Day, President's Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, and Christmas Day. Notwithstanding anything to the contrary contained or implied in this Lease, in the event that at any time after the expiration of the Operating Period the Lessee provides written notice that the Premises will not be operated by Topgolf or another Operator for the Permitted Use (a "Non -Operation Notice"), then Lessee shall not be deemed to be in default with respect to (i) and (ii) above so long as (i) it is paying Rent and any other sums owing the Lessor hereunder in a timely manner, and (ii) Lessee either terminates this Lease as provided below or reopens the Premises for business to the public, in either event within two (2) years after any Non -Operation Notice (provided that any replacement Operator of the driving range is approved by Lessor pursuant to Section 18 hereof and agrees to execute as the successor in interest the Golf Course Management Agreement). Following receipt of the Non - Operation Notice, Lessor may notify Lessee that Lessor has elected to operate the driving range or cause the driving range to be operated on an interim basis during the period that the Premises is not open for business to the public, then Lessor shall then operate the driving range or cause the driving range to be operated during the time period set forth in Lessor's notice in accordance with the standards of operation set forth in this Lease until such time as Lessee finds a new Operator for the Premises. In the event that Lessor elects to operate the driving range as set forth above, Lessor shall operate the driving range pursuant to a month to month sublease in form and content reasonably acceptable to Lessor, Lessee and Topgolf or other Sublessee, which shall provide, among other things, for (i) the reduction of the Fixed Rent in an amount equal to the monthly net revenues that Lessor derives from its operation of the Premises (i.e. the aggregate gross revenues received by Lessor in connection with the operation of the driving range minus all reasonable third party out of pocket costs incurred by Lessor in connection with the operation of the driving range, as evidenced by monthly income and expense reports and other reasonable back-up information reasonably requested by Lessee and/or Topgolf delivered to Lessee and Topgolf by Lessor along with the monthly rental payments), and (ii) the right of termination by Lessee or Lessor of the sublease upon thirty business days' prior written notice upon Lessee identifying an Operator that will sublease the Premises and operate the same for the Permitted Use. Notwithstanding anything herein to the contrary, in no event during Lessor's operation of the Premises shall Lessor utilize any proprietary equipment and/or other proprietary elements of Topgolf s business, including, 20 Agreement No. 6261 without limitation, computer hardware and software and other intellectual property, located upon or about the Premises. Following the expiration of the Operating Period, including during the two year period following delivery of the Non -Operation Notice, the Lessee shall have the right to terminate this Lease upon thirty (30) days written notice to Lessor and shall be obligated to pay Rent and all other sums due through the date of the termination of this Lease and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Lease. 11.3 Between 9 a.m. and 5 p.m. each day, Lessee shall make driving bays available for youth sports and provide a ten percent (10%) discount on driving range charges for residents of the City of El Segundo and youth sports users identified in this Section and Section 11.4, Lessee shall provide for access through the first floor of the Premises Improvements and provide for restroom facilities on the first floor such that individuals under the age of eighteen (18) may choose not to access the second and third floor of the Premises Improvements. 11.4 During the Lease term, in addition to the requirement of Section 11.3 Lessee shall allow the uses set forth in Sections IX and X of the Golf Course Operations Manual (Exhibit "J" hereto) and shall allow the operator of the golf course to use the Premises for the purposes of providing the services and programs as set forth in Sections IX and X of the Golf Course Operations Manual as may be amended from time to time by the City in accordance with the Golf Course Management Agreement, provided that no such amendment shall increase Lessee's obligations hereunder or under the Golf Course Operations Manual or require Lessee to expend additional monies. 11.5 Lessor shall not be required to furnish to Lessee any facilities or services of any kind whatsoever during the Lease Term, including but not limited to, water, steam heat, gas, hot water, electricity, light, and power. Lessor shall in no event be required to make any alterations, rebuildings, replacements, changes, additions, improvements, or repairs to the Premises during the Lease Term. 11.6 Lessor assigns to Lessee such rights, if any, as Lessor may have against any parties causing damage during the Lease Term to any Premises Improvements on the Premises, to sue for and recover amounts expended by Lessee as a result of such damage. 11.7 Commencing on the date that Lessee completes construction of the Premises Improvements and opens for business at the Premises, El Segundo Police Officers shall initially be stationed on the Premises from 7:00 p.m. on Fridays to 2:00 a.m. on Saturdays and from 7:00 p.m. on Saturdays to 2:00 a.m. on Sundays. The El Segundo Chief of Police shall have the authority to determine in his/her reasonable discretion whether to decrease or increase the hours or number of El Segundo Police Officers needed to be stationed on the Premises. Lessee shall be responsible for reimbursing the City in a pro-rata amount based upon the number of days remaining in the year, for the first 1,000 hours of police officer hours (the "Hours Threshold") at the fully burdened overtime rate (currently one hundred ninety seven dollars per hour/$197.00 per hour) and fifty percent (50%) of the fully burdened rate for all police officer hours in excess of 1,000 hours calculated on an annual basis ("Security Costs") as the same shall be adjusted to take into account 21 Agreement No. 6261 any partial calendar year. Within sixty (60) days after the end of each calendar year following the Rent Commencement Date, Lessor shall deliver to Lessee a written statement setting forth the amount of Security Costs (with reasonable supporting documentation) for the preceding calendar year. Within sixty (60) days following the delivery of such statement, Lessee shall pay or cause to be paid to Lessor the Security Costs shown by such statement to be then due and owing to Lessor. In the event that Lessee disagrees with Lessor's calculation of Security Costs, then prior to the expiration of the end of the foregoing sixty (60) day period Lessee shall deliver written notice to Lessor setting forth the basis of its disagreement along with its payment of any undisputed amounts and Lessor and Lessee shall work together in good faith to resolve any disputed amounts ("Disputed Amounts") as soon as reasonably practicable. No later than the end of the foregoing sixty (60) day period, or if later, ten (10) business days following the resolution of the Disputed Amounts, Lessee shall make any additional payment owing to Lessor with regard to any Disputed Amounts for the applicable year. In computing the Security Costs for the first calendar year following the Rent Commencement Date (and any calendar year that includes the date of termination of this Lease), if such calendar year shall contain less than 365 days, then the Hours Threshold shall be multiplied by a fraction, the numerator of which shall be the number of days in such shorter calendar year, and the denominator of which shall be 365. Section 12. Development of the Golf Course Premises; Premises Improvements 12.1 Promptly following the Premises Turnover Date, Lessee shall at no cost or expense to Lessor modify and demolish, as necessary, and improve (or cause to be modified and demolished, as necessary, and improved) the Golf Course and Premises in accordance with the Golf Course Improvements and Premises Improvements as set forth in this Lease, and diligently prosecute the same to completion, provided that the Golf Course Improvements and Premises Improvements shall be substantially in accordance with the Plans and Specifications approved by Lessor as provided in this Lease, all applicable laws, building regulations, and other applicable restrictions on the use of the Premises, and further provided that Lessee shall be responsible for obtaining, at no cost or expense to Lessor, all governing and regulatory agency approvals and permits that may be required in connection with such Golf Course and Premises Improvements. Notwithstanding the foregoing, in the event that Topgolf defaults in its construction obligations under its Sublease with Lessee after the expiration of any applicable notice and cure periods set forth in this Lease, which would also constitute a default by Lessee, Lessee shall have the right in its sole and absolute discretion to either: (a) complete the Golf Course Improvements and/or Premises Improvements as provided above, or (b) terminate this Lease and return the Golf Course and Premises to the same or better condition as they were in on the Premises Turnover Date. Lessee shall not be relieved of any obligation to pay Rent or any other payment in the event of any such default by Topgolf or any other default hereunder by Lessee unless and until this Lease is terminated as set forth above in (b) and the Lessor is in possession of the Golf Course and the Premises and both have been returned to the same or better condition as they existed prior to the Premises Turnover Date. No action by Lessee to complete the Premises Improvements shall alter or diminish the Topgolf Guarantor's Guaranties. All improvements to the Golf Course and the Premises shall be completed within thirteen (13) months of the Premises Turnover Date, subject to events of Force Majeure and delays caused by Lessor. 12.2 Lessor and Lessee shall meet and attempt to agree on a plan, including but not limited to addressing any and all construction, operational and liability issues for the period 22 Agreement No. 6261 commencing on the Premises Turnover Date and ending on the Fixed Rent Commencement Date. Lessee shall retain in its sole and absolute discretion the absolute and unconditional right to shut down the Golf Course operations or portions thereof at any time during the period commencing on the Premises Turnover Date and ending on the Fixed Rent Commencement Date. In this regard, Lessee anticipates shutting down the Golf Course operations until the Fixed Rent Commencement Date. 12.3 Lessor shall review and approve the Plans and Specifications, such approval not to be unreasonably withheld, conditioned or delayed, and/or provide Lessee with its comments within thirty (30) days after Lessor's receipt of the Plans and Specifications. If disapproved Lessee shall make all necessary revisions within ten (10) days after Lessee's receipt thereof. This procedure will be repeated until Lessor ultimately approves the conceptual Plans and Specifications or until this Lease is terminated in accordance with Section 5.4 and/or 5.5 hereof. Notwithstanding the foregoing, the conceptual Plans and Specifications for the Premises Improvements shall be approved if they are consistent in all material respects with the Prototype Facility and all applicable zoning and building and safety laws and regulations, and the conceptual Plans and Specifications for the Golf Course Improvements shall be approved if they are consistent in all material respects with Exhibit '"l)" and all applicable zoning and building and safety laws and regulations. Section 13. Title to Premises Improvements Title to any Premises Improvements and any modifications, additions, restorations, repairs and replacements thereof hereafter placed or constructed by or through Lessee shall be and remain in Lessee until the expiration or termination of the Lease Term. On such expiration or sooner termination, title to any Premises Improvements shall automatically pass to, vest in, and belong to Lessor without further action on the part of either party and without cost or charge to Lessor in accordance with Section 26.1 hereof; provided, however, that no lien rights created or allowed by Lessee or any assignee or sublessee shall extend beyond the Lease Term. During the Lease Term, Lessee shall be entitled, for all taxation purposes, to claim cost recovery deductions and the like on any Premises Improvements. Section 14. No Waste Lessee shall not intentionally commit any material waste on or to the Premises. Section 15. Inspection and Access Lessor shall have the right to enter on the Premises and any Premises Improvements at all reasonable times during usual business hours upon not less than three (3) business days' notice for the purpose of preventing the creation of any prescriptive rights to any third person, allowing inspection by mortgagees, and, within one hundred eighty (180) days of the expiration of the Lease Term, Lessor shall have the right to enter the Premises for the purpose of showing the Premises to prospective lessees or purchasers. Notwithstanding anything to the contrary herein, any access given to Lessor to enter the Premises for the purposes explicitly stated above shall be subject to Lessee's reasonable security rules and regulations. Lessee reserves the right to accompany Lessor at all times during any entry by Lessor. Lessor shall use commercially reasonable efforts to minimize any interference with the day to day operations of the Premises in exercising any of its 23 Agreement No. 6261 rights under this Section 15. In the event any subtenant has the right to abate rent, as a result of Lessor's activities under this Section 15, then Lessee shall be entitled to an abatement of Fixed Rent to the extent of such subtenant rent abatement, less any rent loss insurance proceeds received by Lessee, provided that Lessee has given Lessor prior written notice of the terms of such subtenant abatement rights. Section 16. Lessor's and Lessee's Exculpation and Indemnity 16.1 After the Premises Turnover Date, Lessee is and shall be in exclusive control of the Premises and of any Premises Improvements, and except as otherwise provided herein, Lessor shall not in any event whatsoever be liable for any injury or damage to any property or to any person happening on, in, or about the Premises or any Premises Improvements or any injury or damage to the Premises or any Premises Improvements or to any property, whether belonging to Lessee or to any other person, caused by any fire, flooding, earthquake, storm, act of God, terrorist act, breakage, leakage, defect, or bad condition in any part or portion of the Premises or of any Premises Improvements, or from steam, gas, electricity, water, or rain, that may leak into, or issue or flow from any part of the Premises or any Premises Improvements from the drains, pipes, or plumbing work of the same, or from the street, subsurface, or any place or quarter, or due to the use, misuse, or abuse of all or any of any Premises Improvements or from any kind of injury that may arise from any other cause whatsoever on the Premises or in or on any Premises Improvements, including defects in construction of any Premises Improvements, latent or otherwise. Notwithstanding the foregoing, Lessor shall indemnify, defend and hold harmless Lessee from and against all claims and all costs, expenses, and liabilities incurred in connection with all claims, including any action or proceeding brought thereon, arising from or as a result of. (i) any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person, as shall occur on or about the Premises prior to the Premises Turnover Date, except to the extent such is caused by the negligent or wrongful acts of the Lessee, (ii) any failure on the part of Lessor to perform or comply with any of the covenants, agreements, terms, provisions, conditions, or limitations contained in this Lease on its part to be performed or complied with, or (iii) any negligent act of Lessor or the agents, contractors, servants, or employees of Lessor. In case any action or proceeding is brought against Lessee by reason of any claims covered in this Section 16.1, Lessor on written notice from Lessee shall, at Lessor's expense, resist or defend such action or proceeding by counsel approved by Lessee in writing, which approval shall not be unreasonably withheld, conditioned or delayed. 16.2 To the extent not caused by the negligence or willful misconduct of Lessor or its official, officers, agents, employees or contractors, Lessee shall indemnify, defend and hold Lessor harmless for, from and against all liabilities, obligations, damages, penalties, claims, costs, charges, and expenses, including reasonable attorneys' fees, that may be imposed on or incurred by or asserted against Lessor by reason of or in any way related to any of the following occurrences following the Premises Turnover Date: 16.2.1. Any work done in, on, or about all or any part of the Property by or on behalf of Lessee or Topgolf or any Premises Improvements related to the use, occupancy or development of the Property by or on behalf of Lessee or Topgolf; 24 Agreement No. 6261 16.2.2. Any use, nonuse, possession, occupation, condition, operation, maintenance, or management of all or any part of the Premises or any Premises Improvements; 16.2.3. Any negligence or willful misconduct on the part of Lessee or any of its agents, contractors, servants, employees, sublessees, licensees, or invitees; 16.2.4. Any accident, injury, or damage to any person or property occurring in, on, or about the Premises or any Premises Improvements; or 16.2.5. Any failure on the part of Lessee to perform or comply with any of the covenants, agreements, terms, provisions, conditions, or limitations contained in this Lease on its part to be performed or complied with. 16.3 [Intentionally Omitted] 16.4 In case any action or proceeding is brought against Lessor by reason of any claims covered in Section 16.2, Lessee on written notice from Lessor shall, at Lessee's expense, resist or defend such action or proceeding by counsel approved by Lessor in writing, which approval shall not be unreasonably withheld, conditioned or delayed. 16.5 If Lessor or Lessee asserts any claim against the other party by reason of the other party's interest in the Property, the party asserting the claim shall have no claim against the other parry's officers, directors, employees or agents. 16.6 The provisions of this Section 16 shall survive any termination of this Lease. Section 17. Condemnation 17.1 If all the Premises and Premises Improvements are taken or condemned, by right of eminent domain or by purchase in lieu of condemnation, or if such portion of the Premises or any Premises Improvements shall be so taken or condemned that the portion remaining is not sufficient and suitable for operation of the Permitted Use described in Section 4.1 hereof, in Lessee's reasonable judgment, to permit the restoration of any Premises Improvements following such taking or condemnation or for Lessee's use of the Premises as described in Section 4.1 hereof, then this Lease and the Lease Term, at Lessee's option, shall cease and terminate as of the date on which the condemning authority takes possession or title (any taking or condemnation of the land described in this section being called a "Total Taking"), and the Fixed Rent and Additional Rent shall be apportioned and paid to the date of such Total Taking. 17.2 If this Lease expires and terminates as a result of a Total Taking, the rights and interests of the parties shall be determined as follows: 17.2.1. The total award or awards for the Total Taking shall be apportioned and paid to Lessee and Lessor in Proportionate Shares. For purposes hereof, the "Proportionate Shares" of Lessee and Lessor shall be expressed as a percentage of the whole and shall be calculated as of the date of the Total Taking, as follows: (i) Lessor's Proportionate Share shall equal the percentage obtained by dividing the Land Value by the Aggregate Sum, and (ii) Lessee's Proportionate Share shall equal the percentage obtained by dividing the Amortized Improvements 25 Agreement No. 6261 Cost by the Aggregate Sum. In the event that the Golf Course is condemned then as between Lessor and Lessee (and the Topgolf Guarantor) any condemnation award with respect to the Golf Course or Golf Course Improvements shall be exclusively awarded to the City. (a) The term "Land Value" shall mean the fair market value of the Premises and the driving range improvements currently located thereon (prior to any development activity of Lessee or its sublessees or assigns) as determined as of the date of this Lease and without regard to this Lease, but encumbered by the License Agreement, the use restriction on the Premises imposed by Chevron in that certain Corporation Grant Deed form Chevron to Lessor, dated May 16, 1988 and recorded in the Official Records of Los Angeles County, California on May 24, 1988 as Instrument No. 88 826097 and any other liens or encumbrances existing as of the date of this Lease not including this Lease. Lessor and Lessee will work in good faith to agree upon the Land Value within 180 days from the Commencement Date. Each of Lessee and Lessor may, at its sole cost and expense, retain one or more appraisers or other valuation consultants to perform appraisals or other analyses of the Land Value and assist with the determination of the Land Value hereunder. Following the agreement of Lessor and Lessee with regard to the Land Value, such Land Value shall remain fixed and shall not be subject to adjustment hereunder. (b) The term "Amortized Improvements Cost" shall mean at a given point in time the then unamortized cost of the Premises Improvements (i.e. the aggregate cost of the Premises Improvements as amortized using 40 year straight line depreciation commencing on the date that rent commences under the Sublease with Topgolf El Segundo through the date of the Total Taking hereunder). (c) The term "Aggregate Sum" shall mean, at any given point in time, the sum of the Land Value and the Amortized Improvements Cost. 17.3 If, during the Lease Term, there is a taking or condemnation of the Premises or any Premises Improvements that is not a Total Taking and not a temporary taking of the kind described below, or if there is a change in the grade of the streets or avenues on which the Premises abuts, this Lease and the Lease Term shall not cease or terminate, but shall remain in full force and effect with respect to the portion of the Premises and of any Premises Improvements not taken or condemned (any taking or condemnation or change of grade of the kind described in this section being referred to as a "Partial Taking"), and in such event: 17.3.1. The total award or awards for the taking shall be apportioned and paid to Lessee and Lessor in Proportionate Shares (as calculated as of the date of the Partial Taking). 17.3.2. Following any such taking or condemnation, Rent shall be equitably abated based on the portion of the Premises taken. 17.4 In the event of a taking of all or a part of the Premises or any Premises Improvements for temporary use, this Lease shall continue without change, as between Lessor and Lessee, and Lessee shall be entitled to the entire award made for such use; provided that Lessee shall be entitled to file and prosecute any claim against the condemn or for damages and to recover the same, for any negligent use, waste, or injury to the Premises or any Premises Improvements 26 Agreement No. 6261 throughout the balance of the then -current Lease Term. The amount of damages so recovered shall belong to Lessee. 17.5 In the event of any dispute between Lessee and Lessor regarding any issue of fact arising out of a Taking mentioned in this Section 17, such dispute shall be resolved by the same court in which the condemnation action is brought, in such proceedings as may be appropriate for adjudicating the dispute. Section 18. Assignment and Sublease 18.1 Lessee shall have the right to assign this Lease or any interest therein, and shall further have the right to sublease or sublet all or any portion or portions of the Premises or any interest therein, with the Lessor's consent which may be withheld in the Lessor's reasonable discretion based upon the financial strength of the proposed assignee or subtenant and its experience in operating commercial driving ranges and restaurants. Any such assignment or subletting by Lessee shall also be subject to all the following provisions: 18.1.1. Lessee shall not then be in default under this Lease beyond the expiration of any applicable notice and cure period; 18.1.2. The assignee of Lessee shall expressly assume in writing all of Lessee's obligations hereunder from and after the effective date of any such assignment, including without limitation enforcing the Continuous Operations Requirement during the Operating Period as set forth in Section 11.2; 18.1.3. Any sublease or assignment shall be subject to the terms and provisions of this Lease with respect to such subtenant's or occupant's use and occupancy of the premises in question and shall not work to alter any term or condition of this Lease; 18.1.4. Except as provided hereinbelow, no such assignment shall relieve Lessee from liability for payment of Rent herein provided or from the obligations to observe and be bound by the terms, conditions, and covenants of this Lease. No transfer of corporate shares of Lessee, if Lessee is a corporation, unless such transfer of shares will result in a change in the present voting control of the Lessee by the person or persons owning a majority of said corporate shares on the date of this Lease, shall constitute an assignment and be subject to the conditions of this Section 18.1. Notwithstanding the foregoing, after completion of the Golf Course Improvements and the Premises Improvements, and payment of all Rent owing as of the effective date of the assignment, Lessee shall be released from any and all further liabilities under this Lease from and after the effective date of an assignment of this Lease to either: (i) an assignee entity, that is not a so called "special purpose entity," which (on its own or with its guarantor) has a current net worth and net tangible assets at the time of the assignment, determined according to generally accepted accounting principles consistently applied, of not less than Ten Million Dollars ($10,000,000.00) in Constant Dollars as defined in Section 8, or (ii) an approved assignee entity (as provided above), that is a so called "special purpose entity," which is able to demonstrate to Lessor's reasonable satisfaction the 27 Agreement No. 6261 prospective financial ability and fiscal resources (which may include, but shall not be limited to, the cash flow from the business operations conducted or to be conducted on the Premises) to fulfill the monetary obligations of Lessee under this Lease; so long as the assignee also has significant experience in operating a commercial driving range and restaurant. Lessee's release from liability pursuant to subsection (ii) of this Section 18.2.4 (i) shall be effective only if Lessee provides Lessor within thirty (30) days of request therefor a copy of the assignment and reasonable evidence of the assignee's qualifications hereunder (and Lessor shall have sixty (60) days thereafter to review such evidence and render a reasonable determination in writing to the Lessee); and 18.1.5. Provided that Lessee, within sixty (60) days following final execution of any sublease or other occupancy agreement for the Premises, provides Lessor with a copy of such sublease or occupancy agreement certified by Lessee to be a true and correct copy thereof, and further provided that Lessee does not thereafter amend such sublease or occupancy agreement without providing to Lessor a similar certification within sixty (60) days following final execution thereof along with a copy of the sublease or occupancy agreement as amended as well as such other and further documentation that is reasonable and necessary to adequately review the financial strength and experience of the proposed sublessee, Lessor shall have sixty (60) days to provide written notice to Lessee of its approval or rejection of such sublease or other occupancy agreement. If Lessor approves of such subtenant or other occupancy agreement, within sixty (60) days following Lessee's written request therefor, Lessor shall execute such other documents or instruments as may be reasonably requested by any subtenant or occupant of the Premises affirming and evidencing Lessor's recognition of the sublease or occupancy agreement in question as provided hereinabove so long as: (i) the term of the sublease, inclusive of renewal options, shall not exceed the Lease Term, (ii) the subtenant's permitted use is not in violation of Section 4 hereof, (iii) the subtenant certifies that the sublease is subject to the terms and provisions of this Lease with respect to such subtenant's or occupant's use and occupancy of the premises in question, and (iv) the subtenant agrees to execute as the successor in interest the Golf Course Management Agreement, as previously amended in accordance with this Lease. Notwithstanding the foregoing, the sublease of the Premises to Topgolf El Segundo shall prohibit the assignment of the Sublease by Topgolf El Segundo until the expiration of the Operating Period, except in connection with a "Permitted Topgolf Transfer" (as such term is hereinafter defined). Topgolf El Segundo shall have the right at any time to assign the Sublease without the consent of Lessor or Lessee to: (a) any business entity which may, as the result of a reorganization, merger, consolidation, or sale of assets succeed to substantially all of the business carried on by TGH, (b) any affiliate of TGH ("Affiliate" means any entity directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with TGH. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of TGH, whether through the ownership of voting securities, by contract or otherwise), (c) any entity which may, as a result of a reorganization, merger, consolidation or sale of assets, succeed to substantially all of the Topgolf business now carried on by TGH, and (d) any entity which acquires 50% or more of the issued and 28 Agreement No. 6261 outstanding voting stock or ownership interests (or such lesser percentage as shall be sufficient to acquire voting control) of Topgolf El Segundo or of the corporation or other entity which controls Topgolf El Segundo. Each of the above (a) through (d) referred to herein is a "Permitted. Topgol Transfer." Lessor hereby approves the sublease of the Premises to Topgolf El Segundo so long as such Sublease does not alter the terms or conditions of this Lease. Lessee represents and warrants that the sublease with Topgolf does not alter the terms of the Lease. Lessor also agrees that in the event that Lessor terminates this Lease as a result of any Event of Default by Lessee, it shall deliver written notice to Topgolf Guarantor and Topgolf of such termination and shall provide Topgolf with thirty (30) days in which to determine whether to enter into a lease of the Premises on the identical rental and other terms and conditions as this Lease (and Lessor shall afford Topgolf the opportunity to enter into such lease during such thirty (30) day period) which shall take effect immediately upon termination of this Lease; provided that (i) in connection with its execution and delivery of such lease, Topgolf Guarantor or Topgolf pays Lessor any unpaid Rent owing by Lessee to Lessor under this Lease (as determined without regard to any acceleration of or addition to any such Rents pursuant to Section 20.2.4 hereof) and cures any existing defaults that are capable of being cured by a person or entity other than the Lessee, and (ii) in the event that Lessee disputes any such termination of this Lease, and Lessor and/or Lessee bring legal action to determine its rights hereunder, Topgolf (and Operator) shall have the right to continue to occupy the Premises during the pendency of such legal action (provided they continue to pay Rent and other sums to Lessor as they become due hereunder, as determined without regard to any acceleration or addition to Rents pursuant to Section 20.2.4 hereof) and Lessor shall provide Topgolf Guarantor or Topgolf, as applicable, the right to enter into the new lease as described above during the thirty (30) day period after a court of competent jurisdiction determines that this Lease has terminated or Lessee agrees or otherwise concedes that this Lease has terminated. 18.2 If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 USC § 101, et seq. (the "Bankruptcy Code"), any and all monies or other consideration payable or otherwise to be delivered to Lessor shall (subject to the Bankruptcy Code) be and remain the exclusive property of Lessor and shall not constitute property of Lessee within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Lessor's property under the preceding sentence not paid or delivered to Lessor shall be held in trust for the benefit of Lessor and be promptly paid or delivered to Lessor. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to assume all of the obligations arising under this Lease. Any such assignee shall upon demand execute and deliver to Lessor an instrument confirming such assumption. No assignment of this Lease pursuant to the Bankruptcy Code shall have any effect upon the sublease of the Premises to Topgolf El Segundo which shall continue to be valid and binding upon the assignee as Lessee hereunder so long as all past and current defaults of Lessee have been cured to the extent they are capable of being cured by a person or entity other than Lessee. 18.3 The exercise of any right or other action under this Section 18 shall not diminish or alter the obligations of Topgolf Guarantor under its guaranty. Section 19. Lessor Default; Remedies 29 Agreement No. 6261 19.1 If Lessor, whether by action or inaction, is in default of any of its obligations under this Lease and such default continues and is not remedied within thirty (30) days after Lessee has given Lessor written notice of the same (or, in the case of a default that can be cured but not within such period of thirty (30) days, if Lessor has not: (i) commenced curing such default within such thirty (30) day period, (ii) notified Lessee within such thirty (30) day period of Lessor's intention to cure the default, and (iii) continuously and diligently completed the cure of the default), except as otherwise expressly set forth in this Lease Lessee shall be entitled to pursue any right or remedy available to Lessee under this Lease, at law or in equity, including, without limitation: (a) the right to specific performance, and (b) the right to cure such default and deduct the cost of curing such default from the Rent payable under this Lease. 19.2 No failure by Lessee to insist on the strict performance of any agreement, term, covenant, or condition of this Lease or to exercise any right or remedy consequent on a breach, and no payment of Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of such agreement, term, covenant, or condition. No agreement, term, covenant, or condition to be performed or complied with by Lessor, and no breach by Lessor, shall be waived, altered, or modified, except by a written instrument executed by Lessee. No waiver of any breach shall affect or alter this Lease, but each and every agreement, term, covenant, and condition of this Lease shall continue in full force and effect with respect to any other then -existing or subsequent breach. 19.3 Each right and remedy provided for in this Lease in favor of Lessee shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Lessee of any one or more of the rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise, shall not preclude the simultaneous or later exercise by the party in question of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise. Section 20. Lessee Default; Remedies 20.1 The occurrence of any one or more of the following shall constitute a breach of this Lease by Lessee and an "Event of Default": 20.1.1. If Lessee defaults in the payment of Rent or any other payment due and payable by Lessee or the provision of insurance, and such default continues for ten (10) days after Lessor has given Lessee a written notice specifying the same; or 20.1.2. If Lessee, whether by action or inaction, is in default of any of its obligations under this Lease (other than a default in the payment of Rent or the provision of insurance by Lessee) and such default continues and is not remedied within thirty (30) days after Lessor has given Lessee a written notice specifying the same, or, in the case of a default that can be cured but not within a period of thirty (30) days, if Lessee has not: (i) commenced curing such default within such thirty (30) day period, (ii) notified Lessor of Lessee's intention to cure the default, and (iii) continuously and diligently completed the cure of the default, not to exceed five (5) months with respect to a failure to comply with the Continuous Operation Requirement. For purposes of 30 Agreement No. 6261 this provision, except for the Continuous Operation Requirement, the filing of and diligent prosecution of successful litigation by Lessee against any sublessee to effect such cure (including any such litigation to gain possession of the Premises from Topgolf or its successor) shall constitute commencement of and continuous and diligent completion of cure of default so long as Rent is paid when due hereunder. 20.2 On the occurrence of an Event of Default and subject to Lessor's obligations as provided under this Lease and under California law to mitigate Lessor's damages, Lessor shall be entitled to pursue any right or remedy available to Lessor under this Lease, at law or in equity, including, without limitation: (a) the right to specific performance, and (b) any one or more of the remedies set forth in this section or any other remedy specifically set forth in this Lease. 20.2.1. Subject to Section 20.2.3, Lessor or Lessor's agents and employees may immediately, or at any time thereafter, reenter the Premises either by summary eviction proceedings or by any available action or proceeding at law or equity, without being liable to indictment, prosecution, or damages (except for any damages caused by their negligence or willful misconduct), and may repossess the same, and may remove any person from the Premises, to the end that Lessor may have, hold, and enjoy the Premises. 20.2.2. Lessor may relet the whole or any part of the Premises from time to time, either in the name of Lessor or otherwise, to such lessees, for such terms ending before, on, or after the termination of the Lease 20.2.3. Whether or not Lessor retakes possession or relets the Premises, Lessor has the right to recover its damages, including, without limitation, all lost rentals, all reasonable costs incurred by Lessor in restoring the Premises or otherwise preparing the Premises for reletting, and all reasonable costs incurred by Lessor in reletting the Premises. 20.2.4. To the extent permitted under California law: (i) Lessor may sue periodically for damages as they accrue without barring a later action for further damages; and (ii) Lessor may, in one action, recover accrued damages plus damages attributable to the remaining Lease Term equal to the difference between the Rent reserved in this Lease for the balance of the Lease Term after the time of award, and the fair rental value of the Premises for the same period, discounted at the time of award at a reasonable rate not to exceed twelve percent (12%) per annum. To avoid a multiplicity of actions, Lessor may obtain a decree of specific performance requiring Lessee to pay the damages stated in Sections 20.2.3 and 20.2.4 as they accrue. 20.2.5. Termination of this Lease shall not constitute a waiver of Lessor's other remedies nor an election of remedies. 20.3 No failure by Lessor to insist on the strict performance of any agreement, term, covenant, or condition of this Lease or to exercise any right or remedy consequent on a breach, and no acceptance of full or partial Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of such agreement, term, covenant, or condition. No agreement, term, covenant, or condition to be performed or complied with by Lessee, and no breach by Lessee, shall be waived, altered, or modified, except by a written instrument executed by Lessor. No waiver of any breach shall affect or alter this Lease, but each and every agreement, term, covenant, 31 Agreement No. 6261 and condition of this Lease shall continue in full force and effect with respect to any other then - existing or subsequent breach. 20.4 Each right and remedy provided for in this Lease in favor of Lessor shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Lessor of any one or more of the rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise, shall not preclude the simultaneous or later exercise by the party in question of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise. 20.5 In the event of any default by Lessee under this Lease, Topgolf shall have the same concurrent period as Lessee has to remedy or cause to be remedied or commence to remedy and complete the remedy of the default complained of for such default, and Lessor shall accept such performance by or at the instigation of Topgolf as if the same had been done by Lessee. Each notice of monetary default given by Lessor will state the amounts of whatever Rent or other payments are then claimed to be in default. Nothing herein shall require Topgolf to cure any Event of Default. No such cure shall constitute an assumption of any liability by Topgolf (unless Topgolf assumes this Lease or enters into a new lease with Lessor as provided in this Lease with respect to a Lease termination, in their respective sole discretion) unless a liability arises directly from an obligation of Topgolf hereunder or a negligent or wrongful act of Topgolf in which event Topgolf shall have the obligation to defend and indemnify the Lessor consistent with the Lessee's obligation to defend and indemnify Lessor, nor prejudice the right of Topgolf and/or Lessee to later contest or continue to contest the validity of the claim of the Event of Default. Section 21. No Abatement of Rent; Encroachments 21.1 Except as otherwise specifically provided in this Lease, no abatement, refund, diminution, or reduction of Rent or other compensation shall be claimed by or allowed to Lessee, or any person claiming under it. 21.2 Unless directly or indirectly caused by or on behalf of Lessor, if any adjoining building or structure encroaches on the Premises, no claim, demand, or objection of any kind shall be made by Lessee against Lessor by reason of such encroachments and no claim for abatement of Rent due under this Lease shall be made by reason of such encroachments or acts of, or in connection with, removal of the encroachments. The rights, liabilities, and obligations of the parties shall be the same as if there were no encroachments. In any related legal proceedings, the Premises may properly and without prejudice be described according to the description previously used without reference to any such encroachments. Lessor agrees to fully cooperate at Lessee's expense with Lessee in any proceedings sought by Lessee to remove such encroachments. Section 22. Leasehold Mortgages 22.1 Lessee shall have the right, in addition to any other rights granted and without any requirement to obtain Lessor's consent, to mortgage or grant a security interest in Lessee's interest in this Lease and the Premises and the Premises Improvements and any subleases, under one or 32 Agreement No. 6261 more leasehold mortgages or pursuant to a sale -leaseback financing arrangement to one or more "Lending Institutions" (as defined in Section 22.2), and/or under one or more purchase -money leasehold mortgages, and to assign this Lease and any subleases as collateral security for such leasehold mortgages or pursuant to the sale -leaseback financing arrangement, on the condition that all rights acquired under such leasehold mortgages or pursuant to the sale -leaseback financing arrangement shall be subject to each and all of the covenants, conditions, and restrictions set forth in this Lease and to all rights and interests of Lessor, none of which covenants, conditions, restrictions, rights, or interests is or shall be waived by Lessor by reason of the right given to mortgage or grant a security interest in Lessee's interest in this Lease and the Premises and the Premises Improvements, except as expressly provided otherwise in this Lease. 22.2 Any mortgage or sale -leaseback financing arrangement made pursuant to this section is referred to as a "Permitted Leasehold Mortgage," and the holder of or secured party under a Permitted Leasehold Mortgage is referred to as a "Permitted Leasehold Mortgagee." The Permitted Leasehold Mortgage that is prior in lien or interest among those in effect is referred to as the "First Leasehold Mortgage," and the holder of or secured party under the First Leasehold Mortgage is referred to as the "First Leasehold Mortgagee." For the purposes of any rights created under this section, any so-called wraparound lender shall be considered a First Leasehold Mortgagee. If a First Leasehold Mortgage and a Permitted Leasehold Mortgage that is second in priority in lien or interest among those in effect are both held by the same Permitted Leasehold Mortgagee, the two Permitted Leasehold Mortgages are collectively referred to as the "First Leasehold Mortgage." A Permitted Leasehold Mortgage includes, without limitation, mortgages and trust deeds as well as financing statements, security agreements, sale -leaseback instrumentation, and other documentation that the lender may require. The words "Lending Institution," as used in this Lease, mean any commercial, national, or savings bank, savings and loan association, trust company, pension trust, foundation, or insurance company, and any other entity, person, corporation or partnership making a loan on the security of Lessee's interest in this Lease or all or any part of the Premises Improvements. 22.3 If a Permitted Leasehold Mortgagee sends to Lessor written notice specifying the name and address of the Permitted Leasehold Mortgagee, then provided this Lease is still in effect and as long as such Permitted Leasehold Mortgage remains unsatisfied of record or until written notice of satisfaction is given by the holder to Lessor, the following provisions shall apply (in respect of such Permitted Leasehold Mortgage and of any other Permitted Leasehold Mortgages): 22.3.1. There shall be no amendment, or modification, except those explicitly contemplated by this Lease, of this Lease without in each case the prior consent in writing of the Permitted Leasehold Mortgagee and the subtenant under the Sublease. Nor shall any merger result from the acquisition by, or devolution on, any one entity of the fee and the leasehold estates in the Premises. 22.3.2. Lessor shall, upon delivering Lessee any notice, whether of default or any other matter, simultaneously deliver a copy of such notice to the Permitted Leasehold Mortgagee, and no such notice to Lessee shall be deemed delivered unless a copy is so delivered to the Permitted Leasehold Mortgagee in the manner provided in this Lease for giving notices. 33 Agreement No. 6261 22.3.3. In the event of any default by Lessee under this Lease, each Permitted Leasehold Mortgagee shall have the same concurrent period as Lessee has to remedy or cause to be remedied or commence to remedy and complete the remedy of the default complained of for such default, and Lessor shall accept such performance by or at the instigation of such Permitted Leasehold Mortgagee as if the same had been done by Lessee. Each notice of monetary default given by Lessor will state the amounts of whatever Rent or other payments are then claimed to be in default. Nothing herein shall require any Permitted Leasehold Mortgagee to cure any Event of Default. No such cure shall constitute an assumption of any liability by such Permitted Leasehold Mortgagee (unless the Permitted Leasehold Mortgagee assumes this Lease or enters into a new lease with Lessor in their respective sole discretion) unless a liability arises directly from a negligent or wrongful act of the Permitted Leasehold Mortgagee and in such a case the Permitted Leasehold Mortgagee shall have the obligation to defend and indemnify the Lessor consistent with the Lessee's obligation to defend and indemnify Lessor, nor prejudice the right of such Permitted Leasehold Mortgagee and/or Lessee to later contest or continue to contest the validity of the claim of the Event of Default. 22.3.4. Lessor agrees that the name of the Permitted Leasehold Mortgagee may be added to the "Loss Payable Endorsement" of any and all insurance policies required to be carried by Lessee. 22.3.5. Except as otherwise explicitly provided in this Lease, no liability for the payment of Rent or the performance of any of Lessee's covenants and agreements shall attach to or be imposed on the Permitted Leasehold Mortgagee (other than any obligations expressly assumed by the Permitted Leasehold Mortgagee), all such liability (other than any obligations expressly assumed by the Permitted Leasehold Mortgagee) being expressly waived by Lessor. 22.3.6. Lessor, within thirty (30) days after a request in writing by Lessee or any Permitted Leasehold Mortgagee, shall furnish a written statement, duly acknowledged, that this Lease is in full force and effect and unamended, or if there are any amendments, such statement will specify the amendments, and that there are no defaults by Lessee that are known to Lessor, or if there are any known defaults, such statement shall specify the defaults Lessor claims exist. 22.3.7. Intentionally Omitted 22.3.8. Attornment Lessor, on request, shall execute, acknowledge, and deliver to each Permitted Leasehold Mortgagee an agreement prepared at the sole cost and expense of Lessee, in form satisfactory to the Permitted Leasehold Mortgagee and Lessor, among Lessor, Lessee, and the Permitted Leasehold Mortgagee, agreeing to all the provisions of this section. Lessor shall attom to any Permitted Leasehold Mortgagee or any other person who becomes Lessee by, through, or under a Permitted Leasehold Mortgage, to the extent such is consistent with Section 18.1.5 and as long as (i) all Rent and other monetary payments due under this Lease have been made; and (ii) the Permitted Leasehold Mortgagee has sufficient net worth, subject to the reasonable approval of the Lessor, to operate the driving range and restaurant on the Premises. 34 Agreement No. 6261 22.3.9. Lessor shall at no time be required to subordinate its interest in the Premises to the lien of any leasehold mortgage, including any Permitted Leasehold Mortgage, nor to mortgage its fee simple interest in the Premises as collateral or additional security for any leasehold mortgage, including any Permitted Leasehold Mortgage. 22.3.10. If following completion of the Golf Course Improvements and the Premises Improvements Lessee is declared bankrupt or insolvent and this Lease is thereafter lawfully canceled or rejected, Lessor shall to the extent permitted by law promptly execute a new lease with Topgolf El Segundo under the identical terms and conditions as this Lease, provided (i) all Rent and other monetary payments due under this Lease have been made; (ii) all defaults that are capable of being cured by a person or entity other than the Lessee have been cured, and (ii) the replacement lessee or a guarantor of its obligations hereunder has a net worth of at least $10,000,000.00. 22.3.11. If Lessor declares bankruptcy and Lessor's bankruptcy trustee rejects this Lease when there is a Permitted Leasehold Mortgagee, Lessee's right to elect to terminate this Lease or to retain its rights pursuant to 11 USC § 365(h)(1) shall be exercised by the Permitted Leasehold Mortgagee and in the event of any such termination Topgolf El Segundo shall have the right to enter into a substitute lease in accordance with Section 18.1.5 hereof so long as all of Lessee's past and current defaults have been cured to the extent they are capable of being cured by a person or entity other than Lessee. 22.3.12. No filing of bankruptcy by Lessee, a sublessee, assignee, or Permitted Leasehold Mortgagee or any other party, other than Lessor, under, subject to or otherwise having rights or obligations under or through this Lease, shall relieve the Topgolf Guarantor of its obligations. Section 23. Lessor's Right to Encumber Lessor, during the Lease Term, may encumber or mortgage its fee simple interest in the Premises so long as Lessee has reasonably consented, which consent shall be promptly granted if each of the following conditions have been satisfied: (i) Lessee has received thirty (30) days prior written notice of any such encumbrance, (ii) the holder of any such encumbrance executes with Lessee a mutually agreeable nondisturbance and attornment agreement, and (iii) at no time shall the aggregate amount of all such encumbrances of Lessor's fee simple interest in the Premises exceed a seventy percent (70%) loan to value ratio (using the land value only without Premises Improvements). Except as explicitly provided above, Lessor covenants and agrees that Lessor shall not permit any liens to attach to the Premises that are created by, through or under Lessor. If any such liens do attach to the Premises, Lessor shall immediately pay off such liens; provided that if any such liens are not paid off by Lessor within thirty (30) days of the date that Lessor receives written notice from Lessee that such liens are recorded against the Premises and a demand that they be removed, Lessee may, at its option, pay off such liens and deduct the payment from Fixed Rent. Section 24. Nonmerger 35 Agreement No. 6261 There shall be no merger of this Lease, or of the leasehold estate created by this Lease, with the fee estate in the Premises by reason of the fact that this Lease, the leasehold estate created by this Lease, or any interest in this Lease or in any such leasehold estate, may be held, directly or indirectly, by or for the account of any person who shall own the fee estate in the Premises or any interest in such fee estate, and no such merger shall occur, unless and until all persons at the time having an interest in the fee estate in the Premises and all persons having an interest in this Lease, or in the leasehold estate created by this Lease, shall join in a written instrument effecting such merger and shall duly record the same. Section 25. Quiet Enjoyment Lessee, on paying the Rent and observing and keeping all covenants, agreements, and conditions of this Lease on its part to be kept, shall quietly have and enjoy the Premises during the Lease Term without hindrance or molestation by anyone claiming by, through, or under Lessor as such, subject, however, to the exceptions, reservations, and conditions of this Lease. Section 26. Surrender 26.1 Except as otherwise provided, Lessee, on the last day of the Lease Term or upon any earlier termination, shall surrender and deliver up the Premises and any Premises Improvements to the possession and use of Lessor, free and clear of all liens and encumbrances other than those, if any, existing on the Premises Turnover Date or created or consented to in writing by Lessor that Lessor expressly agreed would remain following termination of this Lease, without any payment or allowance whatsoever by Lessor on account of any Premises Improvements on the Premises, and in a broom clean as -is condition and with the Premises in its then condition being capable of being operated as a driving range generally consistent with the operation of the driving range in existence as of the Premises Turnover Date (a "Driving Range"). Subject to the preceding and Lessee's other obligations under this Lease: 26.2 When furnished by or at the expense of Lessee, fixtures, and equipment may be removed by Lessee at or before this Lease terminates (such items not being subject to any landlord's lien). For purposes hereof, Lessee's fixtures and equipment include the outfield target equipment, golf balls, any proprietary technology in the golf ball dispensers and touch screens, and other proprietary or related technology equipment. Notwithstanding the foregoing, Lessee shall ensure that the Premises are capable of being operated as a Driving Range upon any termination and Rent shall be due and payable until Driving Range is operational. 26.3 Any personal property of Lessee that shall remain on the Premises after the termination of this Lease and the removal of Lessee from the Premises may, at the option of Lessor, be deemed to have been abandoned by Lessee, and may either be retained by Lessor as its property or be disposed of, without accountability, in such manner as Lessor may see fit, or if Lessor gives written notice to Lessee to such effect, such personal property shall be removed by Lessee at Lessee's sole cost and expense. If this Lease terminates early for any reason other than the default of Lessee, then, anything to the contrary notwithstanding, Lessee shall have ninety (90) days thereafter to remove its personal property and Lessee shall be responsible for paying all Rent and other costs required hereunder until the Premises are delivered to the Lessor. 36 Agreement No. 6261 26.4 Lessor shall not be responsible for any loss or damage occurring to any property owned by Lessee unless such loss or damage is caused by Lessor's negligence or willful misconduct, or that of its agents, employees or contractors. 26.5 If, with the written consent of Lessor, Lessee fails to vacate the Premises after the expiration of the Lease Term, or any earlier termination hereof, Lessee shall become a tenant from month to month upon the terms of this Lease; provided, however, that Rent shall be adjusted beginning on the first day after the expiration or earlier termination to be one hundred ten percent (110%) of the Rent then in effect under this Lease. 26.6 Notwithstanding anything contained herein to the contrary, Lessee shall be liable to Lessor for any and all actual and direct damages caused by its failure to vacate the Premises after the expiration or any earlier termination of this Lease hereof, but not including incidental and consequential damages to Lessor. Lessee shall pay such damages within thirty (30) days of demand. Lessee shall not be subject to the preceding liability to the extent that Lessor has elected to allow Lessee to continue as a month -to -month tenant beyond the expiration or earlier termination of this Lease. 26.7 The provisions of this Section 26 shall survive any termination of this Lease. Section 27. Invalidity of Particular Provisions If any term or provision of this Lease or the application of the Lease to any person or circumstances is, to any extent, invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. Section 28. No Representations Lessee acknowledges that it has examined the Premises and that no representations as to the condition of the Premises or as to any other matters have been made by Lessor or any agent or person acting for Lessor except as expressly provided in this Lease. Section 29. Estoppel Certificate Either party, within twenty (20) days after a request from time to time made by the other party and without charge, shall give a certification in writing to any person, firm, or corporation reasonably specified by the requesting party stating: (i) that this Lease is then in full force and effect and unmodified, or if modified, stating the modifications; (ii) that Lessee is not in default in the payment of Rent to Lessor, or if in default, stating such default; (iii) that as far as the maker of the certificate knows, neither party is in default in the performance or observance of any other covenant or condition to be performed or observed under this Lease, or if either party is in default, stating such default; (iv) that as far as the maker (if Lessor) of the certificate knows, no event has occurred that authorized, or with the lapse of time will authorize, Lessee to terminate this Lease, or if such event has occurred, stating such event; (v) that as far as the maker of the certificate knows, neither party has any offsets, counterclaims, or defenses, or, if so, stating them; (vi) the 37 Agreement No. 6261 dates to which Rent have been paid; and (vii) any other matters that may be reasonably requested by the requesting party. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Premises or encumbrancer of the interest of Lessee hereunder. A party's failure to deliver such statement within such time shall be conclusive upon such party: (a) that this Lease is in full force and effect without modification, except as may be represented by the party requesting the certificate, and (b) that there are no uncured defaults in such requesting party's performance. Section 30. Force Majeure If the performance by either of the parties of their respective obligations under this Lease (excluding Rent or other monetary obligations) is delayed, or prevented in whole or in part by any acts of God, fire or other casualty, floods, storms or other natural disasters, explosions, accidents, epidemics, war, civil disorders, labor strikes, shortage or failure of supply of materials, labor, fuel, power, equipment, supplies or transportation, third party legal challenges, actions taken by governmental agencies, that could not have been reasonably anticipated by and timely resolved by a party("Force Majeure"), the party's obligation to perform shall be delayed for a time period equivalent to the Force Majeure (excluding any monetary obligation). Notwithstanding the foregoing, in no event shall an event of Force Majeure extend the Due Diligence Period (except in the case of certain third party challenges to Required Project Entitlements as more particularly described in Section 5.1). Section 31. Notices 31.1 Any notice required or permitted by the terms of this Lease shall be in writing and shall be deemed given: (i) when delivered personally to an officer or other authorized representative of the party to be notified, or (ii) after deposit in the United States mail as certified mail, postage prepaid, return -receipt requested, or (iii) sent by reputable overnight courier, and addressed as follows: If to Lessor: The City of El Segundo 350 Main Street El Segundo, CA 90245-4635 Attention: City Clerk With a copy (which shall not constitute notice) to: The City of El Segundo 350 Main Street El Segundo, CA 90245-4635 Attention: City Manager If to Lessee And/or Topgolf Guarantor: 38 Agreement No. 6261 TopGolf USA El Segundo, LLC 8750 N. Central Expressway, Suite 1200 Dallas, Texas 75231 Attn: Legal Department With a copy (which shall not constitute notice) to: Dentons US LLP 2000 McKinney Avenue, Suite 1900 Dallas, Texas 75201 Attn: Donald A. Hammett, Jr. Or such other addresses as may be designated by either party by written notice to the other. Notwithstanding anything in this section to the contrary, any notice sent or mailed to the last designated address of any person or party to which a notice may be or is required to be delivered pursuant to this Lease or this section, shall not be deemed ineffective if actual delivery cannot be made due to a change of address of the person or party to which the notice is directed or if such notice is rejected by such party. Section 32. Venue 32.1 The venue for any claim, controversy, or dispute between the parties arising out of or relating to this Lease, or to the interpretation or breach thereof, shall be the Los Angeles Superior Court. The parties may, but are not required to, engage in mediation prior to the initiation of any litigation. Section 33. Entire Agreement This Lease contains the entire agreement between the parties and, except as otherwise provided, can be changed, modified, amended, or terminated only by an instrument in writing executed by the parties. It is mutually acknowledged and agreed by Lessee and Lessor that there are no verbal agreements, representations, warranties, or other understandings affecting this Lease. This Agreement was negotiated by and jointly drafted by the parties and the language contained herein shall not be construed against either party hereto based upon any presumption or evidence that particular language was drafted by one of the parties hereto. All Exhibits referenced in the Lease and attached hereto are incorporated into and are considered a part of this Lease. Section 34. Applicable Law This Lease shall be governed by, and construed in accordance with, the laws of the state of California. Section 35. License Agreement Lessor represents and warrants to Lessee that as of the date of this Lease, there are no uncured defaults under the License Agreement and, to Lessor's knowledge, no events have 39 Agreement No. 6261 occurred, which with the giving of notice or the passage of time could become a default under the License Agreement. Lessor and Lessee agree not to take any action that would result in the termination of the License Agreement or to modify the License Agreement without both parties written consent. Lessor and Lessee agree to perform all of their respective obligations under the License Agreement in a timely manner so as not to cause the termination of the License Agreement. If Lessor or Lessee receives a notice of default from Licensor, then the party receiving the notice shall promptly give notice of the default to other party, which notice shall include a copy of any such notice of default that is so given or received. In the event of a default by Lessor or Lessee under the License Agreement, both parties shall have the right, but not the obligation, to cure the default of the other party by giving notice thereof to the other party, and any reasonable costs incurred by non -defaulting party in curing such default shall be borne by the defaulting party. Section 36. Late Charge Lessee acknowledges that late payment by Lessee to Lessor of any Rent or other payments due hereunder will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs may include, without limitation, processing and accounting charges and late charges which may be imposed on Lessor. Accordingly, if any Rent payment is not received by Lessor within ten (10) days after receipt by Lessee of notice from Lessor that such Fixed Rent is past due, Lessee shall pay to Lessor a late charge equal to four percent (4%) of the unpaid Fixed Rent (the "Late Charge"). The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs incurred by Lessor by reason of the late payment by Lessee. Acceptance of any Late Charge by Lessor shall, in no event, constitute a waiver of Lessee's default with respect to the overdue amount in question, nor prevent Lessor from exercising any of the other rights and remedies granted hereunder. Section 37. Nonwaiver No provision of this Lease shall be deemed to have been waived by Lessor or Lessee, unless such waiver is in writing signed by Lessor or Lessee, as applicable. Waiver of a breach of any term or condition of this Lease shall not be deemed a waiver of any subsequent breach. Acceptance of any Rent or other payments shall not be deemed a waiver of such breach. Section 38. Brokerage Lessor and Lessee represent to each other that they have not employed any brokers in negotiating and consummating the transaction set forth in this Lease, but have negotiated directly with each other. Lessor represents and warrants to Lessee, and Lessee represents and warrants to Lessor, that no broker or finder has been engaged by it, respectively, in connection with this Lease. In the event of any claims for brokers' or finders' fees or commissions in connection with the negotiation, execution, or consummation of this Lease, then Lessee shall indemnify, hold harmless, and defend Lessor from and against such claims if they shall be based on any statement or 40 Agreement No. 6261 representation or agreement made by Lessee, and Lessor shall indemnify, hold harmless, and defend Lessee if such claims shall be based on any statement, representation, or agreement made by Lessor. Section 39. Miscellaneous Provisions 39.1 Lessee shall have the right in its sole and absolute discretion to obtain, at its cost, a lot line adjustment approval, as part of the Required Project Entitlements process which comprise the Conditions Precedent, to reconfigure the lots currently comprising the Premises to a reconfiguration reasonably agreed upon with Lessor. As part of or separate from this process, Lessor and Lessee shall reasonably cooperate with each other in their efforts to subdivide the Premises. 39.2 Except as expressly set forth in this Lease, Lessee shall have the right to choose the name of the project in its sole and absolute discretion. Section 40. Covenants to Bind and Benefit Parties Subject to the limitations set forth in Section 18, the covenants and agreements contained in this Lease shall bind and inure to the benefit of Lessor, its successors and assigns, and Lessee, its successors and assigns. Section 41. Captions and Table of Contents 41.1 The captions of this Lease are for convenience and reference only, and in no way define, limit, or describe the scope or intent of this Lease or in any way affect this Lease. 41.2 The table of contents preceding this Lease but under the same cover is for the purpose of convenience and reference only, and is not to be deemed or construed in any way as part of this Lease, nor as supplemental or amendatory. Section 42. Hazardous Materials The term "Hazardous Substances" shall mean and refer to the following: petroleum products and fractions thereof, asbestos, asbestos containing materials, urea formaldehyde, polychlorinated biphenyls, radioactive materials and all other dangerous, toxic or hazardous pollutants, contaminants, chemicals, materials, substances and wastes listed or identified in, or regulated by, any Environmental Law. The term "Environmental Laws" shall mean and refer to the following: all federal, state, county, municipal, local and other statutes, laws, ordinances and regulations which relate to or deal with human health or the environment, all as may be amended from time to time. The term "Release" shall mean and refer to any spilling, leaking, pumping, pouring, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, including the abandonment or discarding of barrels, drums, containers, tanks, or other receptacles containing or previously containing any Hazardous Substance. Section 43. Audit 41 Agreement No. 6261 Lessor shall have the right, no more than once annually, to conduct an audit of the Gross Receipts for the immediately preceding calendar year or prior two years with a qualified Certified Public Account. The audit shall be conducted with at least ninety (90) days prior notice to Lessee and during regular business hours at Lessee's or Topgolf s corporate office, solely for the purpose of determining the accuracy of the Variable Rent calculations and payments for the preceding calendar year or prior two years. Any such audit shall not unreasonably interfere with Lessee's business operations. Any such audit by Lessor shall be at Lessor's own expense. If such audit reveals that the Lessor was underpaid by three percent (3%) or more for the audited period, Lessee shall pay Lessor the reasonable cost of the audit together with the amount of the underpayment plus a four percent (4%) penalty on the amount of the underpayment within thirty days of being presented with a copy of the audit from the Lessor. Except as required by law, Lessor agrees not to divulge to any person or persons, firm or corporation, the amount of Gross Receipts made from the Premises except to the taxing authorities and to the extent necessary, Lessor's attorneys, accountants (and other professional advisors), provided that the public disclosure of the amount of Variable Rent paid by Lessee shall not be a violation of this provision. If the City receives a request for such information it shall immediately notify Lessee of such request and if the City determines the information requested is a matter of public record then the City shall immediately notify the Lessee in writing of such determination and deliver to Lessee copies of all correspondence received by City relating to such request. If Lessee provides written notification to the City within five (5) business days that it disagrees with the City's determination, then the City shall not release the information and in the event there is litigation filed against the City for not releasing the information then the City shall immediately notify Lessee in writing of such litigation, and deliver to Lessee copies of all pleadings, and the Lessee shall be responsible for paying all of the City's reasonable legal fees and costs as well as monetary award, including legal fees and costs, that a court of competent of jurisdiction awards to the plaintiff or petitioner, provided that any counsel selected by the City must be acceptable to Lessee and be independent counsel free of any conflict of interest. In the alternative, Lessee shall have the right to retain its own counsel and upon written notice to the City, take over the litigation, provided that any counsel selected by Lessee must be acceptable to the City and be independent counsel free of any conflict of interest. In the event of any litigation with respect to this matter each party shall reasonably cooperate with the other party, without cost, expense or liability (other than de minimis costs) with respect to any such request for information and/or litigation. Section 44. Counterparts This Lease may be executed in any number of counterparts and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one Lease. Section 45. Consent and Approval Rights Except as otherwise expressly set forth in this Lease or provided by law, references in this Lease to "consent," "approval," "acceptable," and "satisfactory" shall not be interpreted as justifying arbitrary rejection but shall imply a good faith, reasonable application of judgment taking into consideration customary leasing practice and commercial custom. Section 46. Prevailing Wages 42 Agreement No. 6261 Lessee shall pay prevailing wages as defined by the California Labor Code and applicable regulations for all the Golf Course Improvements and the Premises Improvements and other work performed on the Property. Lessee shall provide to Lessor all records required by state law, including but not limited to the California Labor Code and applicable regulations, to prove that prevailing wages are being paid, including without limitation maintaining and providing weekly certified payroll records to the Lessor evidencing that Lessee paid prevailing wage for all of the Premises Improvements and Golf Course Improvements and other work performed on the Property. Section 47. Golf Course During such times that the Golf Course is not required to be managed by the Lessee or its agent or a sublessee or its agent, Lessor shall maintain or cause to be maintained the appearance of the Golf Course in accordance with the same standards that it is maintained as of the execution of this Lease. In the event that the Lessor changes, or permits a change in, the use of the Golf Course, the Lessor shall maintain the appearance of the property that comprises the Golf course in a clean and aesthetically reasonable manner. The Lessee's sole remedy for a breach of this Section shall be specific performance. In addition, in the event that all or any portion of the Golf Course is used for business of a sexually oriented nature, such as a strip club or adult novelty store, then in such event Fixed Rent shall be reduced by fifty percent (50%) for as long as such use continues on the Golf Course. Section 48. Business License Taxes Lessee hereby waives and agrees it shall have no right to offset the amount of business license taxes owed to the City pursuant to El Segundo Municipal Code Chapters 3 or 4 based upon sales tax the City receives from operations occurring on the Premises during the term of this Lease, and any such applicable sales tax credits are hereby waived. 43 Agreement No. 6261 IN WITNESS WHEREOF, Lessee and Lessor have caused this Lease to be executed by their duly authorized representatives. Lessor: THE CITY OF EL SEGUNDO, a general law City and Municipal corporation By: Name: Scgtt:Mitnick Citv Mangy er Attest: ...... _. rracy Weaver Ci Clerk Approved as Form: ��J' � Fo(L. Mark D. Hensley, &tAtloriicy 44 Agreement No. 6261 Lessee: ES CENTERCAL, LLC, a Delaware limited liability company By: CENTERCAL, LLC, a Delaware limited liability company By: CENTERCAL ASSOCIATES, LLC, a Delaware limited liability company Topgolf El Segundo: TOPGOLF EL SEGUNDO, LLC, a Delaware limited liability company ley ._. Print Name Print Title: Its Manager 44 US Active\113418245\V-2 Agreement No. 6261 Lessee: ES CENTERCAL, LLC, a Delaware limited liability company By: CENTERCAL, LLC, a Delaware limited liability company By: CENTERCAL ASSOCIATES, LLC, a Delaware limited liability company By Print Name Print Title: Its Manager Topgolf El Segundo: TOPGOLF EL SEGUNDO, LLC, a Delaware limited liability company w y RIM Print Narne L Print Title: Its Manager 44 4.A--ir2e4jneV".j261 -9 EXHIBIT "A" LEGAL DESCRIPTION Agree e t No. 6261 49 -1 Exhibit "A!' Legal Description PAML b (413141"13) PARCEL A. - PARCEL 1, IN THE CITY OF EL SEGUNDO, IN TIM COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON MAP NO,1774.9, FILED IN ,207 ?AGO tINCISIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY R33CORDER OF SA13D COUNTY. EXC: THAT PORTION OF SAID LAND DESCRIBED IN GRANT DOD RECORDED MARCH 12, Ig99 AS OF OFFICIAL RECORDS, ALSO EXCEPTING AND RES VINO TO CMVRO14 USA. WC., A PENNSYLVANIA CORPORATION, TFS SUCCBSSORS AND ASSIGNS, ALL OIL„ GAS AND OTHER MROCARBONS, NON -HYDROCARBON GASSES OR GAMUS SUBSTANCES, ALL OTHER RALS OF WHATSOEVER NATURE, WITHOUT REOARD TO SOMARITY TO THE ABO SUBSTANCES, AND ALL SUBSTANCES THAT MAY HE PRODUCED TIMRBWrM PROM THE PROPERTY, BY DBED RECORDED MAY 24, 1988 AS NO, 8&097.OF OFFICIAL RECORDS. - A PARCEL OF LAND BENG A PORTION OF PARCELS 7 AND 8 OF PARCEL MAP NO,17750 IN TIE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALrFORNIA, AS PER MAP RECORDED IN IrICLUSIVE, OF PARCEL MAP RECORDS PILED IN THE OFFICE OF THE COUNTY RECORDER, OF SAID COUNTY AND DESCRIBED AS P OWS: n4N G AT THE MOST NORTH WEST CORNER OF SAID LOT 7; THENCE SOUTH 090 46' 55" EAST ALONG THE WESTEMY LINE OF SAID LOT 7 A DISTANCE. OF 134,51 FEET; NORTH 63° 57' 01" EAST A DISTANCE OF 202.06 FEET; TIMNCE, SOUTH 260 06, 20" EAST A DISTANCE OF 1.00 FEET; THENCE, NORTH 699 53'40" EAST A DISTANCE OF 607.71 FEET TO A POINT IN THE NORTH LINE OF SAID LOT 8, SAID POINT BEARS SOUTH 739 28' 25" EAST A DISTANCE OF 27.04 MST FROM THE MOST NORTH FAST CORNER OF SAID LOT 8; THENCEp SOUTH 73* 28' 2S" WESTALONG THE NORTHERLY LINE OF SAID LOTS 7 AND 6 A DISTANCE OF 782.89PEET BACK TO THE POINT OF BEGDMG, EXCEPT ALL OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES, AND ALL 077M WMALS WHETHER SIMMAR TO THOSE HEREINABOVE SPECIPIED OR NOT, DEPOSITED OR CONTAINED IN, OR THAT MAY BE PRODUCED FROM 'THOSE FORMATIONS, ZONES OR HORIZONS LYING BELOW" FM HUNDRED (500') FEET FROM T14B SURFACE OF THE ABOVE DESCRIBED REAL PROPERTY, TOGETHER WITH THE SOLE AND EXCLUSIVE RIGHTS AND PRIVILEGES TO INJECT INTO ANY FORMATION, ZONE. OR HORIZON LYING BELOW FM HUNDRED FEET (500') FROM TIM SURFACE OF SAID REAL nt p!261 PROPERTY, ETHER WET OR DRY GAS, REGARDLESS OF WHERE TIM SAMS IS PRODUCED. TO STORE THE SAME THBRE04, AND TO REMOVE OIL WITHDRAW THE SAM THEWROM AT ANY TOR MOM TIME TO TIME, PROVIDED, THAT SAID GRANTOR, ITS SUCCESSORS AND ASSIGNS, SHALL NOT HAVE ANY RIGHT OF ENTRY, AND SHALL NOT ENTER OR UPON ANY PART OF THE SURFACE OF SAID REAL PROPERTY OR IN, UPON OR THROUGH ANY PORTION OF THE SUBSURFACE OF SAM REAL PROPERTY WHICH LIES WtTWIN FIVE HUNDRED (500') PUT VERTICALLY FROM THE SURFACE OF SAID UAL PROPERTY; BUT SAID GRANTOR, ITS SUCCESSOR AND ASSIGNS, SHAM LAVE' M RIGHT, IN CONNECTION WITH THE FOREGOING RESERVATION AND EXCEPTING, TO PROD= EXTRACT AND REMOVE SUCH OR,, 04 ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES, AND OTHER MINERALS D8POSr-TW OR CONTAWD IN OR THAT MAY BE PRODUCED FROM, FORMATIONS, ZONES OR HORMONS LYING BELOW FIVE HUNDR13D EFEET FROM TIM SURFACE OF SAID REAL PROPERTY, BY MEANS OF WH04TOCK, &T OR DMMONAL DRILLING OR ANY OTHER, MEMD OF PRODUCTION OR EXTRACTION CONDUCTED FROM, ON OR UPON ANY OTHER REAL PROPUTY THAN THAT HERENABOVE DESCRIBED, AS RESERVED IN DEED RECORDED DECEMBER 1, 1947 AS INSTRUMENT NO. S34, OP OFFICIAL RECOADS. ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBONS, NOW -HYDROCARBON GASSES OR GASEOUS SUBSTANCES. ALL OTHER MWERALS OR WHATSOEM NATURE, WITHOUT REGARD TO SIMILARITY TO THE ABOVE MENTIONW SUBSTANCES, AND ALL SUBSTANCES THAT MAYBE PRODUCED THRREWITH FROM THE PROPERTY, AS RESERVED IN DEED RECORDED MAY 24, 1988 AS OF OFFICIAL RECORDS, ALSO EXCEPT ALL GEOTHERMAL RESOURCES, EMBRACING INDIGENOUS STEW HOT WATER AND HOT SPRINGS, STEAM AND OTMR GASSES, HOT WATER AND HOT BRINES RESULTING FROM WATER, GAS OR OTHER FLUIDS ARTIFICIALLY NMIYUCED INTO SUBSTANCES FORMATIONS AT OR OTHER ASSOCIATED ENERGY FOUND MEATH THE SURFACE OF THE EARTH, AND BYPRODUCTS OF ANY OF THE FOREGOING SUCH AS MDMRALS (EXCLUSIVE OF OIL OR HYDROCARBON GAS THAT CAN BE SEPARATELY PRODUCED) WHICH ARE FOUND IN SOLUTION OR ASSOCIATION' WITH OR DERIVED FROM ANY OF THE FOREGOING, AS RESERVED IN DEED RECORDED MAY 24,1989 AS Mj=h= 190, SL&M, OF OFFICIAL RECORDS, ALSO EXCEPT THE SOLE AND EXCLUSIVE RIGHT FROM TIME TO TIME TO BORE, DRILL AND MAINTAIN WELLS AND OTHER WORKS INTO OR THROUGH SAID PROPERTY AND THE ADJOINING STRUTS, ROADS AND HIGHWAYS BELOW A DEPTH OF $00 FEET FROM THE, SURFACE THEREOF FOR THE PURPOSE OF EXPLORING FOR AND PRODUCING ENERGY RESOURCES, TO PRODUCE, INJECT, STORE AND REMOVE FROM AND THROUGH SUCH WELLS OR WORKS, OIL, GAS, WATER AND OTHER SUBSTANCES OF WHATEVER NATURE, INCLUDING THE RIGHT TO PERFORM BELOW SAID DEPTH ANY AND ALL OPERATIONS DMM NECESSARY OR CONVBNMM FOR THE EXERCISE OF SUCH RIGHTS, THE RIGHTS HEREINABOVE EXCEPTED AND RESERVED TO GRANTOR DO NOT INCLUDE AND DO NOT EXCEPT OR RESERVE ANY RIGHT TO USE THE SURFACE OF TEE PROPERTY OF THE FIRST 500 FEET BELOW THE SURFACE OF THE PROPERTY OR TO CONDUCT ANY OPERATIONS THEREON OR THEREIN UNLESS HEREINAFTER SPECIFICALLY EXCEPTED AND RESERVED, ALL RIGHTS AND INTERESTS IN THE 9WACE OF THE PROPERTY ARE Agreement No. 6261 ka a MEBY CO!4VXYBD TO OLANTSE AS PROVIDED IN DEED 18COXVID MAY 24, 1089 AS MEN= NQ *-WJI(6 OF OFFML RECORDS, PARCEL 2v (4138-014-910) BEING A PORTION OFF NO. 6 OF PARCEL MAP NO, 17150, IN THE CITY OF EL SEGUNM COUNTY OF LOS ANGEL ES, STATE OF CALVORNLA, AS PER MO MOMD IN K 2 %2aUAQALaMZ= INCLUSNX OF -PARCEL MAPS, DBSCRIBBD AS: 13EOMNING AT TO NMTMIT CORNER OF SAID PARCEL NO. 6; THENCE NORTR 191561 OV EAST, ALONG THE XORTIMRLY I= OF SAID PARCEL NO. 6, A DISTANCE OF 4520 F=,, THENCS SOUTH 000 04' 00" LOT, ALONG A LINE THAT A 45.00 FEET EASTERLY, MEASURED AT RIGHT ANGLES, AND PARALLEL WrM, TfM TANGENT PDXTWN OF TIM WESTERLY LENS OF SAID PARCEL NO. 6, A DISTAWS OF 530.00 FEETI THENCE, WORTH 890 56133"PAST A DISTANCE OF 135.00 PENT; THENCE SOUTH 000 0312711 EMT A DISTANCE OF 60.00 FUT, TO TIM SOUTHERLY LINE OF SAID PARCEL NO.6; THENCE SOUTH 89- 561 33" WEST, ALONG SAID SOUMMY LINE, A DISTANCE OF 140.00 PEET TO THE BEG OF A 40.00 FOOT TANGENT CURVA CONCAVE TO THE NORTHEAST; TMC3 NORTHWESTERLY, ALONG SAM CURVB, THROUGH A CENTRAL ANGLE Of 890 59127" AN ARC DISTANCE OF 62.83 FEET; THENM NORTH W 041 DlYl WEST, ALONG TIRE WESTERLY I= OF SAID PARCEL NO. 6, A DISTANCE OF 53136 FEET, TO THE MWINNING OF A 860,00 poot TANGENT cuRvE, coxcAvs To THE WEST,, rmcs Novmmy, ALallo SAID CURVE, THRMOH A CENTRAL ANGLE OF 011114'3 1"AN ARC DISTANCE OF 18.64 PUT TO THE POINT OF B301NMG, END OF LEGAL DESCRIPTION Agreement No. 6261 fJSwdiV jqd ?;1,1 Exhibit A-1 Allana Engineering, Inc. h,66AR Project: Topgolf El Segundo., Job No: 19-1 60 Date: 2021-02-04 Topgolf Venue & Parking Property Legal Description Per Lot Line Adjustment recorded 02/03/21 as Instrument No. 20210191742, OR PARCEL 2: IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING THAT PORTION PARCEL 1 OF PARCEL MAP NO. 17749 AS PER MAP FILED IN BOOK 207, PAGES 56 THROUGH 60, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE MOST EASTERLY CORNER OF SAID PARCEL; THENCE ALONG THE EAST LINE OF SAID PARCEL NORTH 44°20'30" WEST, 301.26 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID EAST LINE ALONG THE FOLLOWING SEVEN (7) COURSES: 1. SOUTH 81 °23'50" WEST, 86.36 FEET; 2. SOUTH 36°34'02" WEST, 49.32 FEET; 3. SOUTH 81 °23'50" WEST, 491.83 FEET; 4. SOUTH 26006'34" WEST, 4.80 FEET; 5. SOUTH 82050'24" WEST, 85.69 FEET; 6. SOUTH 30000'00" WEST, 33.73 FEET; 7. SOUTH 90000'00" WEST, 217.98 FEET TO A POINT IN THE WEST LINE OF SAID PARCEL 1, SAID POINT BEING DISTANT 1,272.63 SOUTHERLY FROM THE 2-INCH IRON PIPE WITH BRASS CAP STAMPED "RCE 17889" AT THE SOUTHWESTERLY TERMINUS OF THE COURSE SHOWN ON SAID PARCEL MAP NO. 17749 AS "N 890 56' 00" E 170.00' " TOGETHER WITH THE LAND DESCRIBED IN THE GRANT DEED RECORDED JULY 18, 1995 AS INSTRUMENT NO. 95-1161504, OF OFFICIAL RECORDS. TOGETHER WITH THE LAND DESCRIBED IN THE GRANT DEED RECORDED JUNE 19, 1996 AS INSTRUMENT NO. 96-967352, OF OFFICIAL RECORDS. THE ABOVE DESCRIBED PARCEL CONTAINS 10.674 ACRES, MORE OR LESS. Agreement No. 6261 Exhibit A-2 &3RCEngineering, Inc. i'11.w M" t,Nf- lay, , l �,5 61 Project: Topgolf El Segundo Job No: 19-160 Date: 2021-02-04 Golf Course Property Legal Description Per Lot Line Adjustment recorded 02/03/21 as Instrument No. 20210191742, OR PARCEL 1: IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING THAT PORTION PARCEL 1 OF PARCEL MAP NO. 17749 AS PER MAP FILED IN BOOK 207, PAGES 56 THROUGH 60, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING NORTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE MOST EASTERLY CORNER OF SAID PARCEL; THENCE ALONG THE EAST LINE OF SAID PARCEL NORTH 44°20'30" WEST, 301.26 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID EAST LINE ALONG THE FOLLOWING SEVEN (7) COURSES: 1. SOUTH 81 °23'50" WEST, 86.36 FEET; 2, SOUTH 36°34'02" WEST, 49.32 FEET; 3. SOUTH 81 °23'50" WEST, 491.83 FEET; 4. SOUTH 26°06'34" WEST, 4.80 FEET; 5, SOUTH 82050'24" WEST, 85.69 FEET; 6. SOUTH 30°00'00" WEST, 33.73 FEET; 7. SOUTH 90000'00" WEST, 217.98 FEET TO A POINT IN THE WEST LINE OF SAID PARCEL 1, SAID POINT BEING DISTANT 1,272.63 SOUTHERLY FROM THE 2-INCH IRON PIPE WITH BRASS CAP STAMPED "RCE 17889" AT THE SOUTHWESTERLY TERMINUS OF THE COURSE SHOWN ON SAID PARCEL MAP NO. 17749 AS "N 89° 56' 00" E 170.00"' EXCEPTING THEREFROM THE LAND DESCRIBED IN THE GRANT DEED RECORDED MARCH 12, 1999 AS INSTRUMENT NO. 99-0411887, OF OFFICIAL RECORDS. THE ABOVE DESCRIBED PARCEL CONTAINS 15.870 ACRES, MORE OR LESS. RE O N 00 11 al 3 vi t X (D Agreement No. 3 of LLJ o 01 ps u C /l 7 v I 1 / ES i A 00 o 4. ,,.,k " ' SCE LICENSED i ; [ P ��=�� ' ro .,.. PROPERTY .- C LF 600 E � U 150, 160 S. and SPrh9s Rood EXHIBIT B-1 PRELIMINARY SITE PLAN OF THE � Engineering, Suite 210 GOLF COURSE Z Inc. Aeebeim Rib, CA 92808 Vvil Engineering/Land Surveying/Land Planning 714-685-6860 EL SEGUNDO, CAUFORNIA o L O m 0 r m Agre-ernent.No. 6261 49 2 4-fAltj EXHIBIT "C" SCE LICENSE AGREEMENT Agreement No.�6261 924-11 EXHUM 0 LICENSE AG %EM RP file NO9W05- 91.006KH mile AGWOMM, ands as of this I 24th ' day of LORI, bstveen 8,07MM CALIDOMXA EDISO coMANY, a corporation organized under the lavo of the state of California, hereinafter Called "Li sore, and the CITY OF EL 69=001 a Municipal Corporation, hereinafter called "License0 d WZTNZSNMN# That Licensor, for and in consideration of the faithful porrozmnas by Licensee of the terns, covenants and agroonents hereinafter get forth to be kept and porforwed...by Licansea, doom hereby give to Liaanses a license to use that corta16 real property hereinafter described and referred to am "licensed property," solely for the purposs hereinafter specified, upon and subject to the tems., reservations, covenants and conditions hereinafter not forth. The licensed property hareinabove referred to is located in the City of E1 Segundo, County of Loa Angeles, state of California, and being the parcel delineated an the print attached hereto and made a part hereof, marked Exhibit "A". -I- Agreement'No: 6261 4 9 2 4-1 A F,, 2121 r�ITWOO This license shall be subject to those asrwr+ M@Mta, conditions, restrictions, reservations, • eption$, and rights and eassuentat all an net forth on ZXhibit b, Which is attached hereto and hereby made a part hereof and shall also be subject to, but not necessarily limited to, the following rights of way and samannatia which licensor hereby specifically reserves to itself zas:ments and rights of way to construct, operate, use, maintain, inspect, repair, romewl replacer reconstruct, enlarge, alter, add to, improves, relocate and remove, at any time and from tize to time, electric lines, consisting of one or more lines of metal towers, poles and other structures, wires, cables, including ground wires and comauni- cation circuits, tooth overhead and under- ground, with necessary and convenient foundationsf conduits, pullboxes, guy wires and anchors, insulators and arossarms placed on said structuroor and other fixtures, appliances and appurtenances connected therewith, necessary or convenient for the construction, operation, regulation, control, -2- Agreement No. 6261' WPX\RON\ddi45 4924-ij,. e,,yby1"lAv 2121 grominding and Mintonance of electric lines flu, and caftunication circuits, for the purpose of tranumittiny, distributing, rardating and controlling olootri c energy to bs used for light, meat, power, commnicatiour and other purposes, t"other with the somoftent and right of way, for roads, ingress, egress and other convenient purposes needed or desired at any time and from time to time by Grantee, and the right to clear and to kasp clear said "se- e and riots of way and the real property affected thereby, free from eaplosiveo, buildings, structursof sluipment, combustible materials and any and all other obstructions of any kind, including, but not in any way in limitation of the generality of the foregoing, swimming pools, lighting standarde, protective netting, and apportananams, Mines (other than f , graving or pasture fences), and the parking of automobiles, tracks or other machanioal equipment, for protection from fire and other hazards and from interference with in as and egress and with the unobstructed use of said masomento and rights of way and r 3" Agreement No. 6261 4924A 'gg' 1RW\"RN094b WI I WWII 2121 every pext thereof, and for any and all purposes bsrain mentioned. am foregoing license is also subject to the following term and ca nditions, all of which Licenses hereby a9waw+ss to comply with and perform. (1) Licensee agrees to Use the licensed property only for toes, greens fairways, and aaaandtrapo for a municipal salt Course. (3) MuaL unless otherwies terminated as provided herein, this license shall be for a term of Thirty (30) years commencing on the date T-Y Nursery vacates the license and allows Li scree to take possession, and ending thirty years from that date. (3) a Licensee aaVese to gamy to Licensor the sum of one ThOUeand Five Hundred Dollars ($l,doo) per aaze upon the wwoution and delivery of this liceuaa , and thereafter than same amount on than anniversary date of its taking possession in each year for the first three years of this license. -4- Agreement No. 6261 2121 NIPM in the fourtA year or this license, license*: shall pay the 0= at Three Thousand Dollars ($3, 000) per dare (ear s total VWUSI PRYMMUt of slo,000). in the fifth year of this licenser and for four Years thereafter licensee shall pay six Thousand Dollars (sa,0oo) per acre per year (or a total annual payment of $21,d00). in the tenth year of :his license and every five yearn thereafter the annual rent shall be subject to upward adjustment which reflects any aurmlative percentage increase for the five years preceding the adjustment in the consumers price indent for Los Angeles/Long Bead, all urban consumers, which is published in the monthly labor review of the U.S. Department of Labor Bureau of Labor statiatics. Ho aver, in no case shall the recut be reduced by said adjustment. (9) KRAigga All notices which are required to be given by either party hereto to the other, shall be deemed to have been duly given when made in writing and deposited in the United States mail, first class, postage prepaid, addressed as folk ae: -5, Agreement No. 6261 49 2 4-JALI NR"N lGR&Q940 44U141WIA 2121 rit VM" Ta XAcensors Southern California Vdison Company Regional Land services Division Mal Properties and Administrative Services P, 0, 809 410 Low hatch, California 90001 To Licensees City Manager City of 8l Segundo 350 Hain street 21 849und0, CA 00345 Bach Party hereto agrees to promptly notify the other of any address change. -T,00n AO s Lioensea agrees to insure its liabilities send/or requires its construction, acntraator or franchises to insure each liabilities, which may arise from its activities hereunder, by the purchase of a liability insurance policy with it Combined Single Limit of not lose than one Killion Dollars ($10000,000.00) and shall include Licensor as an additional insuredo Licansee agrees to provide evidence of such insurance upon request. -6- Agreement No. 6261 49 2 4-I- ti�X� ` d094d "IV lmull 2121 (7) HSINU JALtAtJOBI, hicsns$e eee9MOM that at all tisso during the Utz of this license and eqUiPMAt used by it or its agents F to "s or contractors on and adjacent to the licensed property shall be used and operated so as to at all times maintain a minim= clearance of seventeen (17) feat from all overhead electrical conductors located on said licensed property. License* also agrees that all trees or plants located on the listened propefty shall be maintained by Licensee, and License& shall trim or, if requested by Licensor, shall remove any tree or other planting which aaaaada fifteen (1-8) toot in height. (8) NALatens denzars in addition to the rights of way and sasoments heretofore reserved, Licensor specifically reserves for itself, its successors and assigns, the right to periodically wash Liconsor"s elec- trical insulators. Licensee shall notify Licensor of any special event it has planned which would be interfered with by such washing operations and Licensor shall use its best efforts to avoid interfering with such event. (9) Licensee must suit complete iinprovment plates for the licensed property, including grading planes, identifying all existing and m.7- Agreement No. 6261 °1 o9A5 wlj l ift jd 2121 r "rMIRPI proposed iWavoZonte. LiCOMOMe shall obtain LisIsanaorrs written 4pyroval of said plane, irioluding any subsaquent modification theareofp prior to making any use of the property, laid approval shall not be %Mraasonably withhold by Licensor. Licensor shall not be Called upon or required, at any ti^mra, to make any igprovemontop alterations, dhoWas or additions of any nature Whatsoeverto the licensed property. Licensee shall give Licensor 15 days notice of its intention to comence construction prior to entering upon the licensed property to commence construction. (10) Licensee shall provide Licensor with #Aequate access to all of Licensor's favili- ties and at no time is there to be any interference with the tree movement of Licensorlsjs equipment and materials. Licensee shall construct and maintain an access road J=odiately parallel to the eastern boundary of the property which shall run the full length of the licensed property, Said road shall be fifteen, (15) feet in width and provide access to adjacent property of Licensor at the southern and northern borders of the licensed property. said road together with applicable driveway aprons and curb depressions shall be capable of supporting a groessa loan of forty (40) tons on a threewaxla vehicle, rind shall be maintained by Licensee, at Licensssee' & expense, so as to be -a_ Agreement No. 6261 49 2 4-k 2121 passable at all tieaes, and shall be keapt clear of any planting or other obstructions at all times so as to provide ready access to Liosnsorrs fanilities. Xn oontsaotion with the use of said iiasensed property Licenses shall maintain the following ciearaarnaes from the transmission line towers at all times? a# h gs-foot-radius around all tower logo capable of supporting a gross load of forty (40) tons on a three axle vehicle&, b. A 10-foot-radius around all steel poles. o. A 10-foot radius around all wood poles, (11) D U Licenses shall also provides adequate controls for dust, odors and noise and take appropriate steps necessary to prevent dust contoninaation of Lioeneaor F ea facilities located on, near or adjacent to the licensed property. Licensee also agrees to take preventive action to eliminate such dust, odpra, noise or any other nuisance which may disturb than adjacent or nearby community and agrees to be responsible for and to assume all liability for such dust, Odor, noisy or other nuisance disturbances. (is) '02 aaI;d JIerbia ideas L Lioansee agrees that any pesticide or herbicide applioations on the licensed -9- NN0.q45 Agreement No. 6261 4 9 2 4-14 I&J VQIr I O 2121 "moor" property shall be made in accordance with all federal, ststa, county and local lame. Licenses further agrees to dispose of any pesticides, herbicides or any other toxic gubstoms which we declared to be either a health or environmental hazard in such a manner as prescribed by laws This will include, but not be limited to, contaminated acmtainerst clothing, equipment or any after contminated material. (13) License$ Shall not engage in, or permit any other party to engage in, any activity an the prenises that violates any federal, state county or local law, rules or regulations pertaining to hazardous, toxic or infectious materials and/or wants. License* shall indemnify and hold Licensor, its directors, harmless frou any and all claims, long, dAMAq6j actions, oausen of action, wMennee and/or liability arising from leaks, of, spills of, and/or contamination by or from hasaardouas materials and/or wastes as defined by applicable lawn or regulations, which are attributable solely to the actions of, or failure to act by, License*. (14) Licensee shall constract no underground facilities other than irrigation and drainage pipelines and electrical and telephone lines. -10- Agreement No. 6261 49 2 4-1' 2121 f-I Irall"nn All underground nd facilities installed an the right of way shall have a zininuse cover of three fast and shall be capable of withstanding is gross lend of 40 tons on a 3-stele vehicle. (15.1 zaskma 11 andsOMIAlletL Licenses agrees to keep parkway and sidewalk areas adjacent to staid licensed property, if aunty, free of weada and trash. Licensee further apses to maintain said parlmyss and to provide lendecaping in a manner that is compatible with the adjoining properties and in a manner satisfactory to Licensors (16) rangJUL Licensee may install fencing on said licensed property, provided Licensee obtains the prior written approval of Licensor therefor. in the event Licensee installs fencing, double drive gates sixteen (16) fact in width shall be provided at each end of the access road ra piresd its Section 10 herein and shall be designed to accommodate Liaenssor's looks. Any metallic fencing shall be effectively grounded by Licensee. Licensee agrees to maintain said fanning at Licenses+s sole cost and esepense. Notwithstanding the above, Licenses shall not install, operate or maintain or cause to parsit to be installed, operated or maintained any electrically charged fence on the licensed Property. -11- Agreement No. 6261 4924-)' 21 � (17) AL202J, Licenses agrees not to alloer the construction or placement of any sign, signboard or other foray of outdoor advertising an said licensed property withomt prior written approval of Licanasor. Zn the event of a violation of this provision by Licensee or any one claiming under Lic sp Licensor RhAll have the right to enter upon said licensed property and to remove and dispose of any such sign, signboard or other outdoor advertising to charge the cost and expense of any such removal and disposal to Licenses einses who agrees to pay the same on demand. (10) This license is given pursuant to the authority of and upon and subject to the conditions prescribed by General order No. 69-C of the Public Utilities Commission of the state of California dated and effective Zuly lop 19931 which General order No. 69-0, by this reference, is hereby incorporated herein And made a part hersof. (19) 1 Licenses hereby agrees to hold harmless and indemnify Licensor, its officers, agents and employees, and its successors and assigns, from and against all claims, loss, damage, actions, causes of action, expense and/or liability arising from or growing out of loss wl2w Agreement No. 6261 4924-t M1VW\AM0941b or damage to property, or injury to or death of p sow, including 0010yeas of Licensor resulting in any zonner UUtoosvero directly or indirectly, by reason of this license or the use or occupancy of said licensed property by Licensee or any person claiaainq under Licanseea (30) gJUJtJM Licensee &gross to pity all charges and assessments for or in connection with water, electric Current or other utilities which may be furnished to or used upon said licensed property by Liconsee during the continu- anae of this license. it is further agreed that in the event Licensee shell, fail to pay the above -mentioned charges when due, Liaonsor shall have, the right to pay the sans and charge the amount thereof to Licenses, who agrees to pay the same on dozoW, together with interest at the maximum rats allowed by law, from the date of expenditure by Licensor. (21) fink,=Zdasmm Licensor understands that it is Licanseer# intent to franchise the operation of the municipal golf course for which the licensed property is to be used to an experienced golf courser operator. Any such franchise shall be doomed to be a sub -license, subject to all the terms and conditions of this License, and Licensee shall make this License a part of any such franchise agreement. Licensor #hail have the right to reasonably -13m Agreement No. 6261 4-11 ES WPXiX \ R$094a WN I MAW a; 21 �1 -411001 objeat to said sub -licensing based upon evidence of the unreliability or fiscal incapacity of the proposed golf course operator but shall not othezvisa have any right to objects It is specifically understood and agreed that in the event of such a sub -license, that the original Licensee, to wit the City of fll Segundo, shall remain responsible for all of the terms and conditions of this license and that in event of a violation, breach or failure to performp that Licensor bay, at its option, enforce this License or otherwise pursue its legal remedies against either said original Licensee or Saab -licensee, (22) Licenses agrees to pay, when duaa, all taxes and assessments which maybe levied upon any crops or personal property which Licenses caused to be grown, placed or maintained upon the said licensed property, and agrees to keep said licensed property free from all liens, including but not limited to mechanics liana, and encumbrances by reason of than use or occupancy of said licensed property by Licenses or any person claiming wader Licensee. it in further agreed that in the event Licenses shall fail to pay the above-mantioned taxers, assessments, or liens When due, Licensor shall have the right to pay the same and charge the account thereof to Licenses, who agrees to pay the mama on demand, together -14- WPX\RMA4IR3094% Agreement No. 6261 49 2 4-1 , Wi V l mid #,t 212,1 r "VINnI with interest at tha mxin= also by law, from the date of expenditure by Licensor. (33) 90=11W Licawas agrees that in the exercise of its rights under this licaus, Licmnsss shall comply with all applicable federal, state, county and local laws, and regulations in connection with its use of the licensed propmarty. Ths existes, validity, construction, operation and effect of this liosnse and all of its terms and provisions shall be drat fined in accordance with the lags of the state of California. (24) it is further agreed that if LiceMsae shall ratain possession of said licensed property beyond Chas term hereof, or any renewal or extension hereof, without the consent, express or implied, of Liaansor, such bolding over may be terminated by Lioanaor at any tine by giving to Licensee thirty (30) days' prior notice in writing for that purpose, and shall be subject to all of the terms, covenants and conditions of this license, and Licensee shall pay for such license during any such holding over, at the last prevailing rate .specified in paragraph 3, "Considera- tion" hereof. -15- \A W\"ItOSl4b Agreement, No. 6261 4924_1 4./cuuaIVIs Is; 21 21 1' `041I0n.1 (f 6 ) Umbstaien br. PlawU In the went Licensee breeches or otherwise fails to porfora any of the terms hereof, this License shall be subject to termination at the option of Licensor by LiMoor giving Licenses n days notice of its intention to terminate by reason of such broach or failure to perform. Should License* fait to cure such breach or perform within said 6o day period of tire this License shall be deezedterminated. Xn the event of such termination, or when this license expires by its express term, Licensee agr000f if so requested in writing by Licensor, to remove at that time all of its personal property from the licensed property and to restore the ground to as gear its original condition and appearance as possible at its sole expense and risk. No such termination hereof shall release Licens" from any liability or obligation (whether of indemity or otherwise) which may have attached or accrued previous to or which may be accruing at the time of, or, by reason of such te=lnation or expiration. Upon the termination of this license, Licensaae agrees to peaceably quit and surrender the licensed property to Licensor in good order and condition. Any and all -16- Agreement No. 6261 4924 W141 e" M1WYNAM000 1 Z p �Il�nry property of whatever kind or Character romining upon the licensed property upon the reversion of the Lioansorls interest in the licensed property shall be and become the personal property of Licensor, unless othervins agreed in writing by Licensor, but this shall not prevent Licensor from requiring Licensee to ream, at Licensee's expense and risk, any and *21 such property ramining upon the licensed property. Notwithstanding the foregoing, should Lioensew's activities on the licensed property interfere with or endanger Licensorrs use of the licensed property or in any way create a nuisance or danger to the public or violate the terns, of this license, then Licensor shall be entitled to terminate the license. (30) In the event the use of said licensed property shall be abandoned by Licenses or said licensed property shall not be used. by Licensee for a period of Ninety (90) days, then at the option of Licensor, the license hereby granted shall be deemed terminated without further notice. Upon such termination, Licensee agrees to comply with the conditions as specified in paragraph 26, "Termination' hereof. -27- Agreement No. 6261 2121 '"41W (27) AUMIYAa if any action, proaaadinji arbitration or other dispute &riaing out of or relating to this license is CIOUSSMady the prevailing party amn be entitled to receive, in addition, to and other relief tklkt may be granted# the reasonable attorneys foes, Coats and ensew incurred by that prevailing party, fp WITS958 WX=NOFr the parties hereto have caused this instruMont. to be webUted in duplicate as of the day and year harsin first above aritton BOUTH W C = YORNIA ZDIBON COMPANY p "Liwnwor" BY Real Properties n stra ve dices "Liaans n Sy CITY OF pL GRG=D0 .Io— 98231 1255224 Agreement No. 6261 4924-1 wfl l" 21 a 'I TICOR TITLE ZNSURANCA COMPANY OF CALIFORNIA °r'g11141N1` DPW. RECORDED NOVEMBER 1, 1074 IN OWN 06460 FAGS 733 OFFICIAL RECORD1. ;AFL. RECORDED MARCH 1, 1975 IN BOOR D6570 PAGE 104# OFFICIAL RECORDS., TY. RECORDED MARCH 15► 1074 XN BOOK 07006 PAGE 412, OFFICIAL RECORD8, SAID MORTGAGE RAS 8Z19N RELEASED A6 TO THE EASEMENTS SHOWN AS ITEM NO'S. 8 AND 3. 3 . AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE FURPO®ES STATED HXRZZNf AND INCIDENTAL PURPOSESr :N FAVOR OF a S>f= OIL COMPANYr INCORPORATEA, A CORPORATION (NO RZPRBBNXTATION 13 MADE AS TO TEE PRESENT OWNERSHIP OF SAID EA IMENT) TOR PIPE LINES RECORDED s AUGUST 6► 1941 IN BWK 10534 PACE 320► OFFICIAL RICOROB kF'FECTS A STRIP OF LAND 10 FEET IN WIOTMr A CENTER LINZ OF WHICH STRIA IS DESCRIBED AS FOLLOWS, 3EOrNNINO AT A POINT WHICH SEARS SOUTH 47 DEGREES 30 MINUTZff 42 51CON108 EAST 10,00 FEET FROM MOST WESTERLY CORNER OF LOT 8 AS SHOWN ON MAPS OF PROPERTY OF SOUTHERN CALIFORNIA EDISON COMPANYr LTD,, FILED IN BOOK 3 PAGE i OF MAPSi RENCE NORTH 09 DEGREES 00 MINUTES 05 SECONDS WEST 33.77 FEET TO POINT 19 NORTHERLY LIME' OF LOT S, WHICH SEARS NORTH 09 DEGREES 59 MINUTES 54 SECONDS EAST 36.87 FEET FROM MOST WESTERLY CORNER OF LOT Be ALSO BEGINNING AT POINT WHICH SEARS SOUTH 49 DEGREES 59 MINUTES 34 SECONDS AERT 97,12 FEET TRW MOST EASTERLY CORNEROF LOT 9r AN SHOWN ON MAPS! THENCE ?FORTH 0 DIGRESS 00 MINUTES 06 SECONDS WEST 82,18 PIETY THENCE 'NORTH 47 DEGREES 30 MINUTES 42 SECONDS WEST PARALLEL WITH AND 5,0 rZZT AT RIGHT ANGLES FROM NORTHEASTERLY LINE OF LOTS 9 AND 10► 222,20 FEET TO POINT IN WESTERLY LINE OF 10T lot WHICH LIES SOUTH 0 DEGREES 03 MINUTES 13 SECONDS WEST 6.77 FEET FROM , MOST NOR...LY CORNER Or LOT 10. .ALSO BEGINNING AT A POINT IN EASTERLY LINE OF LOT 11 SHOWN ON MAP, WHICH LIES 3.0 FEET SOWMESTERLY FROM AND AT RIGHT ANGLES TO SOUTHEASTERLY PROLONGATION OF NORTHEASTERLY LINE OF LOT 111 THENCE NORTHWESTERLY PARALLEL WITH AND 9.0 :HET AT RIGHT ANGLES FROM VARIOUS COURSES COMPRIBINO NORTHEASTERLY BOUNDARY OF !OT 11 TO POINT IN WESTERLY LINE THEREOF', ALSO BEGINNING AT POINT IN SOUTHERLY dXNZ OF LOT 12► OEM ON MAPS, WHICH LIES 9.0 FEET SOUTHWESTERLY FROM AND AT 21GHTANGLES TO SOUTHEASTERLY PROLONGATION OF MOST SOUTHERLY COURSE OF 4ORTHEASTERLY BOUNDARY OF LOOT 121 THENCE NORTHWESTERLY DIRECTLY VARALLEL WITH AND 9.0 FIST AT RIGHT ANGLES FROM VARIOUS COURSES AND 5.0 FEET KEASURED MALL' FROM VARIOUS CURVES COMPRISING NORTHEASTERLY BOUNDARY OF RAID LOT 12 T® POINT IN NORTMMY LINE THEREOF, ALSO ESDINNZNG AT POINT ON SOUTHERLY LINE OF LOT 13, 9HM ON FWB= WRICK LIES NORTH 89 DIGRESS 56 MINUTES 94 SECONDS WEST 16.01 FEET FROM KOET EASTERLY CORNEA OF LOT 131 THXXCE NORTH 41 DEGREES 42 MINUTES 29 SECONDS WEST 36.39 TXZTj THENCE NORTH 14 DEGREES 28 DEGREES 04 MINUTES WEST 96.44 FELTI THENCE 11ORTS 26 DEGREES 54 MINUTES 21 SECONDS WEST PARALLEL WITH 00 9.0 PEST AT RIGN'T' ANGLES FROM NORTHEASTERLY LINE OF LOT 13, 84.83 FEET TO POINT ON WESTERLY LINE OF LOT 13, WHICH HEARS SOUTH 0 DEGREES 02 MINUTES 49 SECONDS EAST 11.07 FELT FROM MOST NORTHERLY CORNER THEREOF. 8514099 PAGE 05 88231 1255224 Agreement No. 6261 708, %fwl d I JV,iv 4, TWOR, TITLE IMOVURCS COMPANY Of CAGIFORNIA 21 � t r N"M 7; AN SASSHM AFFECTING TRO PORTION Of WD LAND AND NOR TRR PLIRPOSSO ITATSD OR10M AND INC20BNTAL PURPOSISo IN FAVOR of t CITY OF RL S UNDOr A NOXCIPAL CORPORATION ('NO REPRESENTATION IS M ON AS TO THIS PRESENT On=,SKIP OF SAID EEASZKONT) fox : PUBLIC ROAD AND HIGHWAY PURPOSES 111CORDAD : rZIRUARY 35, 1953 IN BOOK 41067 PACE 370r OB'8'ICYAL RXCORDS AFFECTS : THAT PORTION OF LOT 12 AS PER NAP NO, 5 OF THa PROPERTY OF THE SOUTHERN CALIFORNIA EDISON CONPANYr L'TD. ry RECORDAD IN BOOK 3 PAGE 5 OF NAPGY DESCRIBED AS FOLLOW11 JECIRNING AT THE NORTHEASTERLY COR:NZR- OF -SAID LOT 121 THENCE WESTERLY ALONG TBOS NORTH LINE OF SAID LOT 18 TO VHS EAST LINE: OF SEPULVEDA BLVD- r AS ESTABLISHED BY FINAL DECREES OF CONDENB'ATION ENTERED ON DECEMBEER 4, 1934 IN CABX woo 357880 SUPERIOR COURT, LOS AMELEES COUNTY# AS BECQRDSD IN BOOK 13174 PAGE 92r OFFICIAL R19CORD81 THENCE SOUTHERLY ALONG SAID EAST LINZ TO TRI NORTHEASTERLY LINZ OF 'THAT CERTAIN MIGHT OF WAY 80 FEET WIDEr 0E8CRI3ED IN DEED TO THE PACIFIC RAILWAY ELECTRIC RAILWAY COMPANYr RECORDED MY 37 r IM IN BOOK 5750 PAGE 43 OF DEEEDS I THENCE SOUTHSASTERLY ALONG SAID NORMASTERLY LINE TO A POINT WHICH IS 10,00 BEET EASTERLYr NL"ASURSD AT RIGHT ANGLES FROX SAID EAST LINE OF SEPULVEDA HLVD.1 THENCE NORWASTIRLY IN A DIRECT LINE TO A POINT WRICK IN LOCATED 30. 0 VEST SO'UTHEHLY 1 MEASURED AT RIGHT ANCLIEB r MON SAID ' 12, AND 30.0 VEST SASTERLY., X&ABURSO AT RZ097 ANGLEIr .FROM , SAID EAST LINZ OF SEPULVE<DA BLVD.,THXXCZ EASTERLY PARALLEL WITH SAID NORTH LIE1Er TO THE NORTHEASTERLY LIFE OF SAID LOT 131 THENCE NORTHWESTERLY ALONG SAID LAST MENTIONED NORTHEASTERLY LINE TO THE POINT OF BEGINNING, THAT PORTION OF LOT 13r COUNTY OF LOB ANGSLES► AS PER MP RECORDED Sr DZSCRZBZD AS FOLLOM BEKBINNING AT THE SOUTHEAST CORNER OF SAID LOT 13 i THENCE WESTERLY ALONO THE SOUTH LINK OF SAID LOT 13 TO THE EAST LINE OF SEPULVEEDA BLVD. AS F.STABLIBFJD By SAID DECHEJS OF CONDENNATIONI THENCE NORTHERLY ALONG SAID EAST LINZ TO ITS INTERSECTION WITH THE NORTHEASTERLY LINE Or BAIO LOT 131 THENCE SOGTHEASTIRLY TO A POINT WHICH IS LOCATED 131.0 FEET NORTHERLY XNASURED AT RIGHT ANGLES, FROM SAID SOUTH LINE OF LOT 13 AND 10.0 FBS<1' EASTERLYr MEASURED AT RIGHT ANGLES, MR SAID AM LIME OF S'EPULVEDA BLVD., THENCE SOUTHERLY P LEL 'WITS SAID EAST LINty 81.0 FSSTT TO A POINT 1 THENCE BOOTH T "Y , IN A DIRECT LINE TO A POINT WHICH IS LOCATED 30.0 BEET EASTERLY# NEASURAD AT •RIGHT ANGLESt FROM SAID "BAST LINZ AND 3090 FEST NORTHERLY, NEABUM AT RIGHT ANGLHS r FROM SAID SOUTH LINSi THENCE E"ASTZRLYr PARALLEL WITH SAID SOUTH LINE, TO SAID NORTHEASTERLY LINE OF LOT 13; THENCE SOUTBEAS'TEHLY ALONG SAID NORTHEASTERLY LINE TO THE YOiEMr OF BEGINNING, S. AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED EERE:IN, AND INCZDRNTAL PURPOSES, IN FAVOR or i STATE ON CALIPORNIA (N0 REPRPSENTATZON IS MADE AS TO THE PRESENT OWNERSHIP OF SAID EASEMENT) FOR PUBLIC HIGHWAY RECORDED : OCTOBER 7, 1971 AS INSTRUNENT NO, 317 AFFECTS DESCRIBED AS FOLLOWS: 8514095 PAGE 06 Ag r4qT2n4N_ q 88231 1259224 G Vu;q I40.4f, 21�I TICODHR TITLE INSURANCE WNPANY OF CALIFORNIA wn lim-pi 0 COKKINCZVO AT TUX INTERSECTION OF THE EASTERLY LINE OF $11POLVEDA VOQ&SVM& AO* sqT-AvrjlS=D BY KNAL DECREE OF CONDS14HATION ENTERED ON ER 4, 1934 IN CASH NO. 357380, IN WKS SUPERIOR COURT OF THE STATE OF CALIFORNIA IN AM F�R BAID CO Yj A6 RECORDED IN BOOK 13174, PAGE 92 OF OFFICIAL aBCOROSt IN SAID OFFICE, WITH INN ONTgtmrjy LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN DEED To JOHN RAKAmo, AND ANTHONY BRENTr AACORDED IN $0-4017, PAGE 234 OF OrrZCZAL RECORDS IN SAID OPPICER THENCE NORTH 4 DEGREES 13 MINUTES 15 SECTION BEAST# 338"77 Fffi 1 T1BEDfCE NORTH 0 080AXES 04 MINUTES 00 SECONDS WNS"I, 226.58 FEET TO THE goUTIMSTIRLY LINK OF FARCZjj "E" DISCRIBED ITT DEED TO TRI CITY OF EL SEGUNDO, RECORDED IN BOOK 564321 PACES 339 THROUGS 348r INCLUBIVE, OF OFFICIAL RECORDS IN SAID OFFICB, AND THE TRUE POINT OF BEGINNINGI THANCEP ALONG SAID SOUTHEASTERLY LIVE, SOUTH 68 DEGREES 24 MINUTES 34 69CONDS REM 1,87 FSNTP TO TBE SOUTWEIT=LY LINE OF SAID LOT 131 THENCE ALONG SAID fioUTEWINTgny LZVV r SOUTH 33 090OX21 53 MINUTES 13 SECONDS NAST# 4,32 FEET TO THE witisicizomi OF SAID SOUTMITMY LINE WITH TRW CERTAIN COURSE HSRNZ'NBEFORS 0311CRX33D AS NORTR 0 VXQRZ2S 04 MINUTES 00 SECONDS WEOT, 225,18 YCL"T"t SAID POINT BEING 8OUT9 0 0E01E90 04 MINUTES 00 SECONDS MAST, 4,64 FEETr MEASURED ALONG SAID, COURSEr VROM THE NORTHERLY TERMIRIUS OF SAID CO'URSEI TNENCI ALONG SAZD C;OURSN r NORTH 0 DECREES 04 MINUTES 00 BECONDS WEST r 4.64 FSZT TO THE POINT OF INNING. 9. AN ZABEMENT, AFFECTING THE PORTION OF SAID LAND AND FOR THE PUlPO6E8 STATXD VMZNr AND INCIDENTAL PURPOSESr IN FAVOR OF r CITY ®F EL SEGUxDO (ONo R REPRESENTATION 15 MADE AS TO THE PRESENT ONNERBBIP OF SAID EASEi4z1T ) SLOPE RECORDED tOCTOBER 10r 1972 AS INSTRUMENT NO. 4419 AH"FSCT"S THAT PORTION OF LOT 12, AS SUM ON MAP NO. 8 OF PROPERTY OF SOUTHERN CALIFORNIA EDISON COMPANY, LTD, RECORDED IN BOOK 3, PAGE 5 OF OFFICIAI, MAPSr IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWSi SEGINNINg AT Tgz NORTBEASTZRLY CORNER OF THE LAND DESCRIBED AND DESIGNATED AS PARCEL "8" IN THE ROAD EASSMCNT FROM SOUTHERN CALF IA 80100H COMPANY, A COIRPORATZONO, To = CITY OF EL SEG 'NDO# DATED JANUARY 29, 1957 AND RZWRDID "ANUARY 27, 1958 IN BOOK 56432, FAGS 339 OF OFFICIAL RECORDS, IN TO Of7lCS' OF SAID RECORD8RII TXXNCX ALONG TUC SOUTHERLY LINE OF SAID PARCEL He SOUTH 68 DCORESS 24 MINUTES 34 SECONDS WEST 62 F"EETP THENCE SOUTH 89 DEGREES 56 MINUTES 97 SECONDS SAM 07.747T TO A POINT IN TEE SASTIRLY LINE OF SAID LOT 12r SAZO POINTVZZVQ BOUTS 23 DEGREES 47 MXNOTES 54 SECONDS EAST 25.00 FEET # MEASC±RSD ALONG SAID EASTERLY LINE, FROM THE POINT OF REOZ'ENIN01 THENCE NORTH 23 DEGREES 47 MINUTES 54 SECONDS WEST, 2S.00 FEET TO THE POINT OF BEGINNING. 9514095 PAGE 07 08331 1255324 Agreement No. 6261 492 I My a, TICOR TITLE INGURAOCS C01WAS T OF MAPORMA 2121 '"MMM :.0, AN NASIMPT AS°8'MING THE PORTION OF MAID LAND AND FOR THE PVRPOSSS STATO RUEXNI AND INCYD AL PURP+OS S# :N FAVOR OF i CXTY OF NL SEGUNDO r A 14UNICZVAL CORPORATION (NO R08218INTATION, IS MADI AN TO THE PRISM OMZRdHZV OF SAID EASEMENT) SIR i GOWER AND STORK DRAIN 3SCORDED iNOVSK3119 25, LOBO AS INSTRUMENT 90, 80-1192191 AFFECTS a DESCRIBED AS I"OLLi THAT PORTION OP LOT L2 AS SHOWN ON A NAP ENTITLED "PROPIRTY OF SOUTHERN CAI►IFORNIA EDISON COMPANY, LTD. MAP NO, 811 RECORDED IN NOR 3, PAGES L TO 7 r INCLUSIVE r OF OMCSAL MAPGr IN THE OFFICE OF TBR COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS$ SEOINNING AT A FOUND 2 INCH IRON PIPE WITH IRAN CAP SET AT A POINT IN THE IORTNUSTZRLY BOUNDARY OF SAID LOT 12► BALD POINT A140 BEING IN TEE SOUTHWESTERLY BOUNDARY OF THE 143,84 ACRE PARCEL OF LAND SHOWN ON A NAP FILED *N BOOK 89, PAGES 25 AND 26 OF RECORDS OF SURVEYS IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING DISTANT NORTH 75 DEGREES L3 HINUT19 23 SECONDS WESTr 33,31 FEET FROM TEE SOUTHEASTERLY TERMINUS DIP' THAT PARTICULAR COUSIN -SHOWN A8 8OUT11 75 DEGREES 13 MINUTES 33 SECONDS MfT► 737.48 F XT" ON SAID MAPi T99NOBI 80MIt 46 DECREES 09 14INUT'E8.43 SECONDS WEST, L93.34 FEET TO -THE POINT OF INTERSECTION OF THE NORTHEASTERLY PROLONGATION OF THE NORTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN A DIED TO PACIFIC ELECTRIC LAND COMPANY► RECORDED DULY 7r L914, IN BOOR 5839r PAGE 185 OF DES08v IN TEE 9FH'ICE OF SAID COUNTY RECORDER, WITH Tax NORTHEASTERLY BOUNDARY OS THAT CERTAIN 80 FOOT WIDE STRIP OF LAND DESCRIBED IN A DEED TO PACIFIC ELECTRIC RAILWAY COMPANYr RECORDED MAY 27► 19L3, IN BOOK 5730r PAGE 43 OF DEEDS IN THE OFFICE OF SAID COUNTY RMC0RDZRv SAID POINT ALOS DIXNG IN THE SOUTUASTERLY BOUNDARY OF SAID LOT 121 SAID POINT ALSO MIND IN THE SOU ASTERLY BOUNDARY OF SAID LOT 121 SAID POINT ALSO BEING IN THE WESTERLY PROLONGATION OF A NON -TANGENT CURVE CONCAVE NORTHERLY SAVIN A RADIOS OF 914.93 FEETr AN SHOWN .N THE SOUTHERLY LINE OF SAID 143.84 ACRE PARCEL OF LANDr A RADIAL OF SAID CURVE FROM SAID POINT SEARS MONTH 1 DEGREES 00 MINUTES 23 SECONDS WESTI THENCE MISTERLY 84.20 FEET ALONG SAID CURVE TMUGH A CENTRAL ANGLE OF 5 DEGREES L6 MINUTES 22 SECONDS1 THENCE NORTH 46 DEGREES 09 MINUTES 45 SECONDS EAST► 215.77 7"'EET TO SAID NORT10MASTERLY LINE OF LOT la i TRIENCZ ALONG SAID NORTHEASTERLY LINE, SOUTH 7! DEGREES L3 MINUTES 23 SECONDS EAST 70.78 FEET TO THE POINT OF BEGINNING. Li. COVENANTS, CONDITIONS AND RESTRICTIONS IN THE ABOVE RECORDED INSTRUMENT a RESTRICTIONS, IS ANY► BASED ON RACE, COLOR, RLLIGTON OR NATIONAL ORIGIN ARE DELETED, 12. AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN, AND INCIDENTAL PURPOSES, IN FAVOR OF i SOUTHERN CALIFORNIA GAS COMPANY, A CORPORATION (NO REPRESENTATION IS MADE AS TO THE PRESENT OWNERSHIP OF SAID EASEMENT) FOR ' i GAS PIPS LINES 8514099 PAGE 08 Agre e2 t 2.6261 88231 1355224 G 70q TICOR TITLE INSURANCS COVANY QF CALIFORNIA 21 r' ], RECORDER 09C BR 17, 1980 AS tM8TRUX= NO. 80-1248253 va 'MP"" APPECTI a 09SCRIBED AS rOLLOWS8 A. STRIP OF LANDr 10 WENT WIDAr LYING WtTNZN THAT PORTION OF LOT 12v AS SHOWN ON A MAP ENTITLED 1PPROPERTY OF SQUTRXRN CALIFORNIA EDISON COMPANY# LTD., MAP NO. 8"v RECORDED IN BOOK 3v PAGES I TO 7r INCLUSIVSt OF OFFICIAL KAPFir IN THE 08'FICE or Tag COUNTY RECORDER OF SAID COUNTY, THE CMiMUNS Or SAID STRIP OF LAND BEING DESCRIBED AS FOLLOW58 BEGINNING AT A POINT IN Tn NORTHEASTERLY 000DART OF SAID LOT 121 SAID POINT ALSO BEING IN Tam SOUTHWESTERLY BOUNDARY OF THE 143,04 ACRE PARCEL OF LAND SHOWN ON A RAP FILED IN BOM 89v PAGES 25 AND 26 Of ISCORD OF BUR' S, IN THE OFFICE OF SAID COUNTY RSCORDERr SAID POINT BEING DISTANT NORTH 79 DEGREES 13 MINUTES 23 6ECON05" WX8Tv 3341 FEET IPRM THE SOUTUASTSR&Y TERMINUS OF THAT PARTICULAR COURSE BROWN AS "SOUTH 75 DEGREES 13 MINUTES 23 82009,D0 EASTr 737.68 FEET" AS SHOWN ON SAID RECORD OF SURVEY MAP? THINCA SOUTH 46 DEGREES ,09 MINUTES 45 SECONDS GIEST r 193.34 VEST TO M POINT OF ZNTERINCTION OP THS NORTHEASTERLY PROLONGATION OF TEX NORTHN98TERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN THE DEED TO PACIFIC ELECTRIC LAND COKPANYv RECORDED JULY 7v 1914, IN BOOK 8839r PAGN'185 Or DXXDSt IN TIM OFFICE Of SAID COUNTY RECORDER, WITH THE NORVX9MTZRLY BOUNDARY OF "THAT CERTAZ9 80 FOOT 'WIDE STRIP OF LAND DESCRIBED IN A DEEDI TO PACIFIC ELECTRIC RAILWAY COMPANYr RECORDED MAY 271 1913, IN BOOK 5750r PAGE 43 OF' DEEDBv IN THE OFFICE OF SAID COUNTY RRMADERF SAID POINT ALSO BEING tN THE ODUTHSASTKRLY BOUNDARY OF RAID LOT 12, SAID POINT ALSO BEING IN THE WNST LY PROLONGATION OF A NON -TANGENT CURVE CONCAVE NORTENRLY HAVING A RADIUS OF 914.93 FEETr AS BNOWN IN THE SOUTHERLY LIVE OF, SAID 143,84 ACRE PAJtCXL Or LAND, A RADIAL OF SAID CURVE FROM SAID POINT SIM NORTH I DXQ2ZE9 00 MINUTES 23 SECONDS WOBT; THENCE NESTERLY 77.44 FEET ALONG SO CURVE THROUGH A cmimb ANGLE Or 4 DEGREES 51 JUNUTE8 03 SECONDS TO A POINT ON A LINE PARJk&LZL WITH AND 95.00 FEET NORTHNX5T9RL+Yv MEASURED AT RIGHT ANGLESv FROM THE COURSE RMUINBEFORE DESCRIBED A6 "SOUTH 46 DEUREBS 09 MINUTED 45 SECONDS WEST# 193.34 FIST" AND ITB SOUTHWESTERLY PROGNGATIONo SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING OF THIS 000CRIPTIONj THENCE ALONG SAID PARALLEL LINEvNORTH' 46 DEGREES 09 MINUTES 45 SECONDS EAST, 314.30 FEET TO A POINT IN THE NORTHEASTERLY BOUNDARY OF SAID LOT 12, THE SIDEL0915 OF SAID STRIP OF LAND SHALL BE PROLONGED OR SHORTENED 80 A$ TO TERMINATE IN TER NORTHEASTERLY AND SOUTHEASTERLY BOUNDARIES OF SAID LOT 12. 13. COVENANTS, CONDITIONS AND RESTRICTIONS IN THE ABOVE RECORDED I NSTRUXENT. RESTRICTIONS, IF ANYr BASED ON RACEr COLORv RELIGION OR NATIONAL ORIGIN ARE DELETED. 14. AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN, AND INCIDENTAL PURPOSES, ZN FAVOR OF : CITY OF EL SEGUNDOi A MUNICIPAL CORPORATION (NO REPRESENTATION IS MADE AS TO THE PRESENT OWNERSHIP OF SAID EASEMENT) FOR ROAD PURPOSE RECORDED : MAY 4v 1901 AS INSTRUMK4T NO. 81-445502 AFFECTS r DESCRIBED AS FOLLONSc 8514095 PAGE 09 Agreement No. 6261 4 9 2 4- 88231 1255234 Q 708 Wwlnhvb TICOR TITLE IN CS COMPANY Of CALZrORNIA 2121 THAT PORT ICM Of LOT 12 AS OEM ON A NAP ENT1TLeiD "PROPERTY of r THERN ''° mnq CALIFORNIA SDZBON CONVANYt, 009 r NAP N9. 8" RNCORVX0 IN BOOK 3, PAGES 1 TO 7 p INCLUSIVE OF OFFICIAL XApgp IN T-92 OrFICl Or THE COUII'i'�C RECORDER OF SAID CODnI'Y r DESCRIBED AS FOLLOWS; PARCEL is A STRIP OF LAND 115.00 rSXT WIDS LYING 60,00 rEET NORTMITULT AND $5,00 VEST SOUTHEASTERLY MMASOED AT RIGHT LSOp RESPLCTZVELTo FROK Tom VOLLMN DESCRIBED LINES SZQ%NNINO AT THE BOUTUAST Lit TERMINUS OF THAT PARTICULAR COURSE SHOWN AS "SOUTH 44 DEGREES 21 MINUTES 07 SECONDS ZM# 1393r78 VEST" ALTHE NORTHEASTERLY LINE Or SAID LOT LZr SAID COURSE ALSO SHOWN ON A MAP FILID IN 'SPOOK 89 p P'AOSS! 25 AND 28 OF RECORDS Or SURM IN vis OFrICB or SAID COUNTY RECORORR; THENCE WORTH 44 DEGREES 21 MINUTES 07 SECONDS KSSTp 123.00 rm ALONG SAID NORTHEASTERLY LINE TO 'TIM TRUE POINT Or SMOZYKNO1 THENCS SOUTH 45 DEGREES 38 MINUTES 53 SECONDS WEST# 119,55 VEST TO THE SOVMXSTMY LINE OF SAID LOT 12, THE SIDELINES OF SAID STRIV OF LAND S L SE PROLONGED OR 89OR'TSNSD 80 AS TO TERMINATS IN SAID SOUTHN90TERLY LENE. PARCEL 21 TRAff PORTION Of LOT 13 AS SOW ON A NAP ENTITLED "PROPERTY Or SOUTHERN CALIFORNIA EDISON COMPANyr LTD ► NAP No. 8" RECORDED IN BOOK 3, PAGES 1 TO 7, INCLU51VEr OF OFFICIAL MAPBs IN TEE OFFICE OF THE COUNTY RECORDER OF SAID c0uwYf DESCRIBED AS FOLLOWBi BEGINNING AT THE NOR MY CORNER OF 'PEE ABOVE DESCRIBED PARCEL 11 TKINCE ALONG M M NORTHWESTERLY LINE Or SAID PARCEL 1r SOUTH 45 02=190 38 MINUTES 53 SECONDS WXSTr 58.00 FIXT TO A 'POINT OF CUSP WITH A TANGENT CURVE CONCAVE' NORTH'WESTZHLY HAVING A RADIUS Or 75.00 rVXTANO MR WHICH POINT A RADIAL SEAR® NORTH 44 DEGREES 21 MINUTES 07 9SC'OND5 WESTo TO= NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 50 DEGREES 38 MINUTES 58 SECONDS A DISTANCE OF 56.30 FEET TO THE NORTHEASTERLY LINE OF SAID LOT 121 THENCE SOUTH 44 DEGREES 21 MINUTES 07 SECONDS EAST, 27.44 FLAT► MORE OR LE98r ALONG SAID NORTHEASTERLY LINE TO THE POINT OF BEGINNING. PARCEL 3s THAT PORTION OF LOT 12 AS OEM ON A MAP ENTITLED "PROVIRTY OF SQW=RN CALIFORNIA EDISON COMPANIp LTD. MAP NO, 8" RECORDED IN BOOK 3, PAGES 1 TO 7p INCLUSIV8, Or OFFICIAL MAPS, IN THE OrFICE or THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS BEGINNING AT THE ZRITORLY CORNER OF TSE ADM DESCRIBED PARCEL 1; THENCE ALONG THE SOUTHEASTERLY LIME OF SAID PARCEL 1, SOUTH 45 DEGREES 35 MINUTES 53 SECONDS WESTj 51,01 FSET TO A POINT OF CUSP WITH A TANGENT CURVE CONCAVS SOUTHERLY HAVING A RADIUS OF 100.00 TEXT AND FROM 'WHICH POINT' A RADIAL SEARS SOUTH 44 DEGREES 21 MINUTES 07 SECONDS LAST; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 30 SDCS 40 MINUTES 20 SECONDS A DISTANCE OF 93.53 FEET, TO TEE NORTHEASTERLY LINE OF SAID LOT 121 THENCE NORTH 44 DEGREES 21 KINUTLS 07 0SCOND5 WVSTF 13.99' FEET► MORE OR LESS, TO M POINT OF BEGINNING, 8514095 PAGE LO Agreement No. 6261 492 4-1011. 012f L 1905134 708 RXMZCNZCWp V AMP 0 MCl/ CMAY BASGUMN MT%=Q MON An DI m 8514695 PAGZ 11 V1,Jk1� 1 K619,1t A� �� zz �aRua „ M x{iW ri�i►► ofjt A W As + v Nf*014 06 �, i. JA I-1 Cho N M ►9 mA�reit"No. 6261 g.12 piWM'� i 1 .6 4 4 80231 1255224 TICOR TZT48 INSURANCE COMPANY OF CAUFORNXA GUAR ANT EL NOa 9 8514095 TITLE OVOICIR i At WILLZAMS FRE t 0400.00 RErsmacs R CITY Of EL SEGUNDO GOLr COURSO EFF'SCTtTZVE DAT al JULY 38, Ives ASSURED a 9i RKs WILLIA14 A SORENSXN LZABZLITYt $25,000.00 NATURE Or ACTIONt TO CONDEMN TUN NECESSARY PARTIES DEFENDANT IN AN ACTION TO CONDEMN ARE AS HXREZN STATXD. Agre4SI40.1 -'y. t"I 7ae 2121 r '"IPNDO TITLE TO THE ESTATE OR INTEREST REFERKSD TO RUSIN# AT TUN OATS HZRZOF, IS VESTED INS SOUTHERN CALZFCRNIA EDISON CONPANYs LTD. THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO COVERED BY THIS GUARANTEE 10 A FTXE. EHC9TICNS s 1. ANY TAXESr BOUNDS OR A59999MZNTS WILL BE REPORTED LATER, 2. THE LZXN OF SUYPLZMENTAL TAXES, IF ANY, ASSESSED PURSUANT TO THE PROVISIONS or C90TER 3.5 (COMMENCING WITH SECTION 95) OF THE uvmz AND TAXATZON CODE OF THE STATE OP CALIFORNIA. 3. AN EASEMENT AFFECTING THE; PORTION Or SAID LAND AND FOR THE PURPOSES STATED RFRZIN, AND INCIDENTAL PURPOSEgr IN FAVOR OF o COCWTY OF LOS ANGELES ( NO REPRESENTATIONS Is MADE AS TO THE PRESENT OWNEROKI1 Or SAID EASEMENT) FOR t PUBLIC ROAD AND HIGHWAY RECORDED s DECEMBER 9, 1913 IN BOOK 5670F PACE 48 OF DZEDS AFFECTS t THE NORTHERLY 20 FEET H ' dell 8514095 PAGE 01 A ree' nt,NoA 61 9=1 84231 L255224 0 706 vull I *tkx i, TICOR TITLN INSURANCE COMPANY OF CALIFORNIA 2121 4. AN NASEMOST upsellm Tu PORTION or SAID LAND AND FOR THE PURPOSES 8TATED H SINr AND INCIDENTAL PURPQ588r IN FAVOR OF i STATE OF CALIFORNIA (140 R EPREBSNTAT'ION IS MON AS TO THS PRESSNT OWNZRSRXP OF SAID EA919 ) MR i PIPS bXNSSr PUBLIC UTILITIEN► SPUR "RACK$ AN GAS PIPES RECORDED i IN SOON 9840 FACE 33r OFFICIAL RECORDS Arr&CTS i STREIETN r ROADS AND ALLEYS 9. THE INTEREST OF SOUTHERN CALZrORNZA 909SON COMPANY�IB SUBJECT TOO A NORTGAG9 OR =20 OF TRUST DATED AS OF OCTOBER 1r 1923, EXECUTED BX 8OUTHSRN CALIFORNIA 10ZOON CO ANY, A CORPORATION TO WMIS TRUST AND SAVINGS BANKt AN ILLINOIS CORPORATXONv AND PACIFIC -SOUTHWEST TRUST' AND SAVINGS SANK. WHICH" HAS 350 SUCCEEDED BY SSCUti%WY-FIR6T NATIONAL BANK Of LOS ANGELEBr A CORPORATION, TRUSTEE, TO $XCURE AIR INDEBTEDNESS XVIDENCED BY SONDSP AND ANY OTHER 5 r 17AYABLE UNDER THS TERMS THERSOF F RECORDED NOVEMBER 15 r 1923 r IN BOOK2963 PADS 1 OF OFFICIAL RSCORDN AND US-R CORDSD SEPTEMBER 16r 1939r IN BOOK 13715 PAO$ 1 OF OFPZCIAi+ RECORDS. A CERTIFICATE OF RE -RECORDATION OF SAID MORTGAGE OR DIED Of TRUST AND OF SUIPLEXINTAL INDENTURES A.► 9 , # C■e AND 0.r HEREAFTER NROWN WAN RECORDED SEPTEMBER 131 19391 IN 8009 16891 PACE 160 OF OFFICIAL RECORDS, THE FOLLOWING INDENTURES SUPPLEMENTAL THERETO ARE FOUND OF RECORDi A. DATED KARCH 1, 1927, RECORDED APRIL 34, 1927, IN BOOK 6634 PAGE 235 OF OFFICIAL RECORDS, AND RE -RECORDED SEPTEMBER 16r 1935 IN BOOK 13681 PAGE 78 OF OFFICIAL RECORDS. Be DATSD APRIL 25r 1935► RECORDED APRIL 39, 1935r IN 8009 13333 PAGE 352 OP OFFICIAL RXCORDS. C. DATSD imm 26, 19350 RECORDED JULY 1, L933, IN BOOK 13416 PAGE 385 Of OFFICIAL RECORDI3. D. DATSD SEPT ER 1, 19351 RECORDED SEPTEMSZR 27, L939r IN 2009 13730 PAGE is OF OFFICIAL 1111C0RD8. E. DATED AUGUST 15, 1939r RECORDED AUGUST 18r 19390 85 16833 PAGE 164 OF OFFICIAL RECORDS. F. DATED AUGUBT 21, 1939v RECORDED AUGUST 24, 1939r IN BOOK 16850 PAGE 146 OF OFFICIAL RECORDS. do DATED SEPT ER It 1940► RECORDED OCTOBER 15, 1940, IN BOORS 17933 PAGE 1 OF OFFICIAL RECORDS. CERTIFICATE OF RE -RECORDATION OF SAID MORTGAGE OR DEED OLF TRUST AND OF THE SUPPLEMENTAL INDENTURES ABOVE ENUNSRATED WNRE RECORDED AUGUST 16, 1943, IN BOOK 202LS PAGE 143 OF OFFICIAL RECORDS, AND MAY 12, 1947e 13 BOOK Z4610 PAGE 1 or OFFICIAL RECORDS'. H. DATED JANUARY 15r 1948, RECORDED JANUARY 21, 19481 IN BOOK 29076 FAGS 356, OFFICIAL RLCOR06. 8514095 PACE 02 Agreement No. 6261 88331 1Z65224 4 9 2t 4-1 TICOR TITLE XNSURNCK COMPANY Of CAI FORRIA rl �tll�r�1 1. DATED MMUST 15, 1948 o RI3CORD9D AUGUST 18 r 1948 IN BOOK 96958 PAGE 1 09' OFFICIAL RECORDS, J. DATED F211RUART 15, 1051, RECORDED FEBRUARY 31, 19510 IN BGOR 35495 PAGE 2 OF OFFICIAL RECORDS. 9, DATED AUQUIT 15r 1931, RECORDED AUGUST 29r 1051, IN BOOK 37100 PAGE 321 OF OFFICIAL RECORDS. 111 L. DATED AUIiUBT 15, 1953? RECORDED AUGUST 28r 1933, IN BOAS 42597 PACK 1 Of OFFICIAL FlECORDB. M. DATED AUGUST 15r 19541 RECORDBD AUGUST 18, 1994r IN BOOK 45343 PACE 1 OF OFFICIAL RECORDS. N. DATED AUGUST 15, 1956, RECORDED APRIL 17, 1936 IN K'50009 PAGE 40 OF OFFICIAL RECORDS, 0, DATED FEBRUARY 15r 1957# RECORDED FERRUARY 19, 1.057, IN BOOK 93669 FAGS 8 OF OFFZCIAL RMCORD6, T, DATED JULY 1, 1957s RECORDED JULY 1, 1987F ZN BOOR 54935 PAGE 94 Or OFFICIAL RECORDS. C. DATED AUGUST 15, 1957, RECORDED AUGUST 27r 1957r 83 55451 PAGE 116 OF OFFICIAL RECORDS, R, DATED AUGUST 15, 1058, RECORDED AUGUST 25, 1951F IN BOOR D-196 PAGE 105 OF OFFICIAL RECORDS. Be DATED JANUARY 15, 19601 RECORDED JANUARY 36, 1960r 1N BOOK T-1117 PAGE 165 OF OFFICIAL RECORD9, T. DATED AUGUST 15, 19601 RECORDED AUGUST 23,'1960. IN BOOK D-913 PAGE 252 OF OFFICIAL RECORDS, U. DAT= APRIL 1, 1961t RECORDED APRIL 4, 1961, ZV BOOR 5-1741 PACE 23L OF OFFICIAL RECORDS. V. DATED MAY 1, 1963, RECORDED KAY It 1962, IN NOOK 8-1126 PAGE 237 OF OFFICIAL RECORDS, W. DATED OCTOSSR 15, 196Er RECORDED OCTOBER 30, 1962, IN 8009,T-2673 PAGE 073, OFFICIALLRECORDS. R. DATED OKAY 15, 1963, RECORDED MAX 22, 1963, IN BOOK T-3030 PAGE 470 OF OFFICIAL RECORDS, AA. DATED FEBRUARY 15r 1964, RECORDED FEBRUARV 25, 1954, IN BOOK T-3340 FAGS 20 OF OFFICIAL RECORDS, 3820, 9B, DATED FEBRUARY 1► 1965, RECORDED FEBRUARY 9, 1965, IN BOOK D-2793 PAGE 418 OF OFFICIAL RZCORD9p IN8TRUMENT NO. 3447. CC. DATED FEBRUARY IF 1965► RECORDED FEBRUARY 9r 1965, IN BOOK D-2793 PAGE 6514099 PAGE 03 Agreement No. 6261 925 80231 1295224 G wil1 44408 TIS:OR TITLE 1148URANCS COMPANY OF CALIVMNEA 445 Of OFFICIAL RECORDBr INSTRUMENT NO. 3448o f do. ow- Y 11 19661 RECORDED MAY 111 19661 IN SWR 0-3391 PAGE 219 or orr%CIAL RUCROOF INNTRUMENT NO, 2660. EEE. DATED AUGUST 10 r 1955 / RECORDED AUGUST 23, 196 O F IN BOOK D-3406 PAGE 651 Or OFFICIAL RXCORWr ZNBTRUMSNT 2249 o FF. DATED AUGUST IS 1 IMP RECORDED AUGUST 23 r 1966 r IN BOOR 0-3406 PAGE 672 OF OFFICIAL RIECORDBr INSTRUMENT NO, 2250. GO, DATED MAY 1r 1997, RECORDED MAY 101 1957, IN BOOK U-5340 PASSE 704 Or OFFICIAL RECORDS: INSTRUMENT NOs 2297% HH, DATLT FEBRUARY 1, L966/ RECORDED FZBRUARY 61 1968, IN BOOK 0-3906 PAGE 71 OF OrFICIAL RBCORD6r INSTRUMENT NO. 1999. 11. DATED FEBRUARY 11 19681 RECORDED rSVRUARY 6► 1966 IN BOOK D-3906 PAGE 93 Or OFFICIAL RZICORDS, INSTRUMENT NO. 2000, rJJ. DATED AUGUST 11 19661 RECORDED AUGUST 21r 1968r IN BOOK R-3047 PAGE 651 OF OFFICIAL RXCORVIP INSTRUMENT NO, 2151. KK, DATED JAN'UARY 151 1969/ RECORDED JANUARY 231 1949, IN BOOK 0-4259 PAU 61.1 OF OFFICIAL RECORDS, INSTRUMENT NO o , 227 L . LL. DATED ,JANUARY 15/ 19691 RECORDED ,JANUARY 23, 19691 IN 1300K 0-4259 PAGE 627 OF OVrZCIAL RICORD®r INSTRUMENT NO. 2272, Mg. DATED OCTOBzR 1, 1969, RECORDED OCTOBER 21, 1969 IN BOOK 0-4533 PAGE 5 Or OFFICIAL RECORDBr INSTRUMENT NO, 1826. NN. DATED OCTOBER If L969, RECORDED OCTOBER 21, 1969 IN BOOK 0-4532 PASTE 19 OF OFFICIAL RECORDBr INSTRUMENT NO. 1027. 00, DATED DECEMBER 11 19701 RECORDED DECEMBER 3, 1970 IN BOOK 0-4906 PAGE 72 OF OFFICIAL R RDS r INSTRUMENT NO o 2202. PP. DATED DECEMBER 1, 1970► RECORDED DECEMBLR 3, 1970 IN BOOK D-4906 PASTE 90 Or OFFICIAL RECOR09i INSTRUMENT NO. 2203. . DATED SEPTEMBER, ISr 1971, RECORDED SE'PTEMBER 211 1971 IN BOOK T-7213_ PAGE 971 OF OFFICIAL RECORDS, INSTRUMENT NO. 2349. RR. DATED 9E1"TEMBER 131 1971r RECORDED SLPTEMBER 211 1971 IN BOOK T 7214 PAGE 31, OFFICIAL RECORDSr INSTRUMENT NO. 2390. 58, OATED AUGUST L51 1972, RECORDED AUGUST L6, 1972 IN BOOK D-5560 PAGE 726r OFFICIAL RECORDS INSTRUMENT NO, 2643 TTa DATED AUGUST 15r 1972/ RECORDED AUGUST 16, L972r IN BOOK D-5969 PAGE 715r OFFICIAL RECORDS'r INSTRUMENT NO, 2642. UU. . RECORDED F'EBRUARY 1, 1974 IN BOOK D658 PAGE 403 OFFICIAL RECORD6. VV. RECORDED +JULY I1 1974 RECORDED IN BOOK D6390 PAGE 122 OFFICIAL RECORDS. BS14095 PACE 04 Agreement No. 6261 Exhibit D GOLF COURSE AND PREMSIES IMPROVEMENTS GOLF COURSE IMPROVEMENTS Lessee and a Task Force appointed by the City Council shall work together and reasonably cooperate for purposes of preparing a preliminary and conceptual design of the following golf course and clubhouse improvements to be presented to the City Council for approval consistent with the Lease provisions. The final design shall be consistent with the conceptual design. During the course of design and ultimate construction, a "standard of quality" shall be maintained throughout the newly constructed facility as mutually agreed upon by both parties. The use of the word "Quality" in this agreement is intended to mean that the building, building materials and furnishings shall convey design interest and coordination, craftsmanship and use of durable and visually attractive finishes and materials. With respect to the design of the improvements to the course itself, "Quality" is intended to mean that, in consultation with an approved golf course architect, the safety of the facility shall be maintained or improved, that the level of difficulty in playing the course shall be maintained or improved. In both the case of the buildings and the course improvements, the City's intent is that they shall be of the same, or better quality than what currently exist. This exhibit contains photos of the existing facility as examples of the current level of quality. The facility is intended to be in "turn -key" condition at the time of completion meaning that the Lessee shall provide a facility that is furnished and ready for operations. ➢ Construction of new pro shop at approximately 2,500 square feet interior usable/lease able area. Detailed below are some of the key building improvements anticipated: o Facility Generall — Facility shall include a security camera system that provides surveillance of the interior and exterior of the facility to the satisfaction of the ESPD. o Limited Golf Shol2 ArealStarter Desk — The newly constructed structure shall contain a segregated area for a pro -shop and starter/check-in desk as one combined unit. Generally, this facility will be equipped with sufficient desk space to facilitate placement of a computer, phone and cash register with desk space providing glass surfaces such that display shelving is readily accessible by employees and for display of soft goods as a part of pro -shop operations. This facility will include internet and phone cabling along with standard electrical outlets installed as provided for in the latest version of the California Building and Electrical Code. There will be sufficient space for both the retail storage and display of retail goods within the pro shop. US Active\113415519\V-2 Agreement No. 6261 o Restro�oms — separate male and female restrooms, fully ADA compliant to specifications that are current as of construction year. Restrooms shall contain the amount of fixture units consistent with city code and capacity for the facility and be consistent with the existing clubhouse (including installation of soap dispensers, hand drying devices and trash enclosures). Restrooms shall be accessed from the interior of the newly constructed facility. o Management Office — within the described (structure) a separate office for management operations shall be included. This office shall include a door and adequate space for a wall safe as required by current permitting policy. o Caf/Bar with seating area — The facility shall be sufficiently constructed to include wiring for sound and wi-fi capabilities. Additionally, televisions of sufficient size (55") shall be included and mounted on the interior and potentially on the exterior patio areas. Exterior television equipment shall be constructed with exterior placement/waterproof integrity. Indoor snack bar portion of facility shall consist of sufficient square footage to maintain and operate a small commercial kitchen with equipment, such as a commercial grade reach -in freezer and cooling units, a three compartment sink, mop closet, griddle (with grill), microwave, dishwasher and/or fryer. New facility shall also contain sufficient space for and include an ice making machine and soft drink dispenser (typically vendor provided) as well as a counter with sufficient space to refrigerate and serve numerous beer choices. All equipment shall be included and will be further outlined through the collaborative efforts with the Taskforce during the design process. Dining area should be able to accommodate 20-30 guests and in accordance with established LA County Health Department guidelines. o To the extent practical, all equipment that is in good repair at the existing facility, not past its useful life shall be utilized and installed at the new facility. o Outdoor patio space with seating area — Outdoor space shall include hard floor surfaces (i.e. concrete or other approved material) and maintain position directly adjacent to the snack bar entry. Generally this will be at least 750 square feet with some or all the area covered. The Covered outdoor area shall be of sufficient size to accommodate adequate seating for 15-20. The balance of outdoor dining area (which may not be covered) shall accommodate seating for at least an additional 20-35 This area shall also be equipped with appropriate space heaters, lighting and outdoor furniture/seating. US Active\113415519\V-2 Agreement No. 6261 ➢ Construction of a practice putting green and practice chipping/bunker area with the putting green surface area being no less than 4,500 square feet with the intent being that the area shall be the maximum allowable by the physical constraints of the site. Prior to construction, the existing putting green surface area shall be given sole and exclusive priority to the golf course putting green. Any remainder putting green may be utilized as a putting green within the TopGolf site. ➢ Screening poles and safety netting will be installed to ensure the safety of golfers, the public, automobiles, and surrounding properties and rights of way per golf course architect recommendations ➢ Golf course modifications; o Upon completion of construction, the golf course with described improvements shall maintain or increase in degree of difficulty compared to its current condition. The approved Golf Course Architect shall provide an assessment of difficulty of the course before and after; Lessee will maintain and or improve the difficulty of the golf course. o The overall final design of the golf course after modifications shall maintain a level of safety consistent or safer than existing conditions. For the purposes of determining golf course safety, the golf course architect will determine the degree of safety through the use of industry -accepted guidelines including dispersion analysis and assumptions that 90% of golf shots are within 14 degrees from the intended target line in any given golf hole. o The course shall have a minimum of one Par 4 hole. While no specific definition has been established in yardage for distinguishing a range for a Par 4 hole, effective length as defined by the USGA in conjunction with consultation by a golf course architect shall prevail. In general, a Par 4 is considered to maintain yardage with a range of 230-270 yards. In developing yardage, the Lessee and City will maintain an objective approach while providing flexibility. o Construction of new Hole #1 tee box. o Construction of new Hole #2 green and bunkers. o Construction of new Hole #3 green, bunkers and tee box. o Hole #3 will be redesigned in such a fashion to maintain a minimum Par 3 and incorporate the northern body of water feature. o Construction of new Hole #5 tee box. o Construction of new Hole #8 tee box. US Active\113415519\V-2 Agreement No. 6261 o Construction of new Hole #9 green, bunkers, and tee box. o Where possible, the existing tee boxes shall be leveled and lengthened. Lessee shall make every effort (within the project scope and budget) in consultation with an approved golf course architect (approved mutually by the Lessee and City), to expand tee boxes. The intention of this effort is to increase yardage from tee boxes to holes to achieve the yardage for a nine hole course within the footprint as possible. The total current yardage of play for the existing nine -hole course is approximately 1,340 yards from the white tee line (Men's). o Lessee to add bunkers and/or sand traps to the north side of hole number 8 with the intention of increasing speed of play. Placement, sizing and number of bunkers and/or sand traps will be based upon approved golf course architect recommendations. o When possible, Lessee shall utilize existing and available poles and netting not otherwise repurposed by TopGolf project. o Lessee shall install lighting on the golf course to allow for night time play on the course. US Active\113415519\V-2 Agreement No. 6261 PREMISES IMPROVEMENTS Construction of the Top Golf Driving Range and Facility in accordance with Sections 4.1 and 12.1 of the Lease. Replacement/relocation of the existing net poles with the Top Golf required poles, which will adhere to all building and safety codes, SCE safety standards and other applicable safety standards. Any/all poles not specifically used in the construction of the TopGolf facility shall be repurposed, to the extent possible, for the golf course modifications. Expansion of the existing parking which shall extend over the area where Hole #1 is currently located on the golf course and provide adequate parking per city code. During the design process, the City shall determine the number and location of parking spaces that will be reserved (during the hours of operation of the Lakes) for patrons of the Lakes golf course, consistent with Section 5.4 of this Lease and subject to the terms and conditions of the approved Required Project Entitlements (as defined in the Lease). Should parking conflicts arise after the commencement of joint use of the parking facility, the City and the Lessee shall mutually cooperate and work together to implement parking control measures to further reserve parking spaces by use of patrons of the Lakes. US Active\113415519XV-2 Agreement No. 6261 Exhibit E Agreement No. 6261 PERMITTED EXCEPTIONS The Permitted Exceptions include each and every one of the exceptions listed on Schedule B—Exceptions from coverage on the Proforma Owner's Policy of Title Insurance No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 issued by Chicago Title Company, a true and correct copy of which is attached hereto. Lessor makes no representations or warranties with respect to title and shall have no obligation to take any action to remove any exceptions or objections that the Title Company may place on the Title Policy. Agreement No. 6261 ISSUING OFFICE. 725 South Figueroa Street, Suite 200, Los Angeles, CA 90017 Chicago Title Insurance Company POLICY NO.: Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 9 O R' S POLICE OF TITLE INSURANCE Issued by Chicago Title Insurance Company Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, CHICAGO TITLE INSURANCE COMPANY, a Florida corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments 72306 (6/06) ALTA Owner's Policy (6/17/06) membrs Copyright good standing american Land s of the dateation. All of use. All other uses are prohibited. reserved. The use Repri Reprinted under license f this Form is restricted to ALTA from the llAmerican and LandLTA wq `g �` Title Association.. Order No.: 12110111-994-X23-JC Agreement No. 6261 Policy No.: Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7.. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. IN WITNESS WHEREOF, CHICAGO TITLE INSURANCE COMPANY has caused this policy to be signed and sealed by its duly authorized officers. Chicago Title Insurance Company Countersigned by: Pro Forma S ecimen Authorized Signature 72306 (6/06) ALTA Owner's Policy (6/17/06) Copyrmembers s in good standing asht American Land Title Association. of the dateusesof use. All other es a e p oh b ted �f this Form is restricted to ALTA licensees Reprinted under license efrom the American anand LTA Land Title Association. Order No.: 12110111-994-X23-JC Agreement No. 6261 Policy No.: Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 This is a Pro Forma Policy. It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company. 72306 (6/06) ALTA Owner's Policy (6/17/06) Copyrmembers iht nmerican good standing as oe Association. All rights f the date of use. All other uses are. The use prohibited. this Reprinted under license eto ALTA from thecensees and n Land ; RICAN 9 FFEF. Y Title Association. Agreement No. 6261 Order No.: 12110111-994-X23-JC Policy No.: Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or govermnental regulations, This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power, This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 6, 2, Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters: (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained ifthe Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy": The date designated as `Date of Policy" in Schedule A.. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured": The Insured named in Schedule A. (i) The term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly -owned by the named Insured, (2) if the grantee wholly owns the named Insured, (3) if the grantee is wholly - owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly -owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written CONDITIONS instrument established by the Insured named in Schedule A for estate planning purposes.. (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured,, (e) "Insured Claimant": An Insured claiming loss or damage. (f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be vnputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title, (g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property, The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located 0) "Title": The estate or interest described in Schedule A. (k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (6) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice, 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage,. 72306 (6/06) ALTA Owners Policy (6/17/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA AML[LOCAN ND members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Al- T'T`F Al - Title Association. Agreement No. 6261 Order No.: 12110111-994-X23-JC Policy No.: Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 5. DEFENSE AND PROSECUTION OF maintained, including books, ledgers, checks, by the Insured Claimant who has suffered loss or ACTIONS memoranda, correspondence, reports, e-mails, disks, damage by reason of matters insured against by this (a) Upon written request by the Insured, and tapes, and videos whether bearing a date before or policy. subject to the options contained in Section 7 of these after Date of Policy, that reasonably pertain to the (a) The extent of liability of the Company for Conditions, the Company, at its own cost and without loss or damage. Further, if requested by any loss or damage under this policy shall not exceed the unreasonable delay, shall provide for the defense of authorized representative of the Company, the lesser of an Insured in litigation in which any third party Insured Claimant shall grant its permission, in (i) the Amount of Insurance; or asserts a claim covered by this policy adverse to the writing, for any authorized representative of the (ii) the difference between the value of Insured. This obligation is limited to only those stated Company to examine, inspect, and copy all of these the Title as insured and the value of the Title subject causes of action alleging matters insured against by records in the custody or control of a third party that to the risk insured against by this policy, this policy. The Company shall have the right to reasonably pertain to the loss or damage, All (b) If the Company pursues its rights under select counsel of its choice (subject to the right of the information designated as confidential by the Insured Section 5 of these Conditions and is unsuccessful in Insured to object for reasonable cause) to represent Claimant provided to the Company pursuant to this establishing the Title, as insured, the Insured as to those stated causes of action, It shall Section shall not be disclosed to others unless, in the (i) the Amount of Insurance shall be not be liable for and will not pay the fees of any other reasonable judgment of the Company, it is necessary increased by 10%, and counsel. The Company will not pay any fees, costs, in the administration of the claim. Failure of the (ii) the Insured Claimant shall have the or expenses incurred by the Insured in the defense of Insured Claimant to submit for examination under right to have the loss or damage determined either as those causes of action that allege matters not insured oath, produce any reasonably requested information, of the date the claim was made by the Insured against by this policy or grant permission to secure reasonably necessary Claimant or as of the date it is settled and paid. (b) The Company shall have the right, in information from third parties as required in this (c) In addition to the extent of liability under addition to the options contained in Section 7 of these subsection, unless prohibited by law or governmental (a) and (b), the Company will also pay those costs, Conditions, at its own cost, to institute and prosecute regulation, shall terminate any liability of the attorneys' fees, and expenses incurred in accordance any action or proceeding or to do any other act that in Company under this policy as to that claim. with Sections 5 and 7 of these Conditions. its opinion may be necessary or desirable to establish 7. OPTIONS TO PAY OR OTHERWISE 9. LIMITATION OF LIABILITY the Title, as insured, or to prevent or reduce loss or SETTLE CLAIMS; TERMINATION OF (a) If the Company establishes the Title, or damage to the Insured. The Company may take any LIABILITY removes the alleged defect, lien or encumbrance, or appropriate action under the terms of this policy, In case of a claim under this policy, the cures the lack of a right of access to or from the whether or not it shall be liable to the Insured. The Company shall have the following additional options: Land, or cures the claim of Unmarketable Title, all as exercise of these rights shall not be an admission of (a) To Pay or Tender Payment of the insured, in a reasonably diligent manner by any liability or waiver of any provision of this policy. If Amount of Insurance. method, including litigation and the completion of the Company exercises its rights under this To pay or tender payment of the Amount of any appeals, it shall have fully performed its subsection, it must do so diligently. Insurance under this policy together with any costs, obligations with respect to that matter and shall not (c) Whenever the Company brings an action attorneys' fees, and expenses incurred by the Insured be liable for any loss or damage caused to the or asserts a defense as required or permitted by this Claimant that were authorized by the Company up to Insured policy, the Company may pursue the litigation to a the time of payment or tender of payment and that the (b) In the event of any litigation, including final determination by a court of competent Company is obligated to pay. litigation by the Company or with the Company's jurisdiction, and it expressly reserves the right, in its Upon the exercise by the Company of this consent, the Company shall have no liability for loss sole discretion, to appeal from any adverse judgment option, all liability and obligations of the Company to or damage until there has been a final determination or order. the Insured under this policy, other than to make the by a court of competent jurisdiction, and disposition 6. DUTY OF INSURED CLAIMANT TO payment required in this subsection, shall terminate, of all appeals, adverse to the Title, as insured COOPERATE including any liability or obligation to defend, (c) The Company shall not be liable for loss (a) In all cases where this policy permits or prosecute, or continue any litigation or damage to the Insured for liability voluntarily requires the Company to prosecute or provide for the (b) To Pay or Otherwise Settle With assumed by the Insured in settling any claim or suit defense of any action or proceeding and any appeals, Parties Other Than the Insured or With the without the prior written consent of the Company, the Insured shall secure to the Company the right to Insured Claimant. 10. REDUCTION OF INSURANCE; so prosecute or provide defense in the action or (i) To pay or otherwise settle with other REDUCTION OR TERMINATION OF proceeding, including the right to use, at its option, parties for or in the name of an Insured Claimant any LIABILITY the name of the Insured for this purpose. Whenever claim insured against under this policy. In addition, All payments under this policy, except requested by the Company, the Insured, at the the Company will pay any costs, attorneys' fees, and payments made for costs, attorneys' fees, and Company's expense, shall give the Company all expenses incurred by the Insured Claimant that were expenses, shall reduce the Amount of Insurance by reasonable aid (i) in securing evidence, obtaining authorized by the Company up to the time of the amount of the payment. witnesses, prosecuting or defending the action or payment and that the Company is obligated to pay; or 11. LIABILITY NONCUMULATIVE proceeding, or effecting settlement, and (ii) in any (ii) To pay or otherwise settle with the The Amount of Insurance shall be reduced by other lawful act that in the opinion of the Company Insured Claimant the loss or damage provided for any amount the Company pays under any policy may be necessary or desirable to establish the Title or under this policy, together with any costs, attorneys' insuring a Mortgage to which exception is taken in any other matter as insured. If the Company is fees, and expenses incurred by the Insured Claimant Schedule B or to which the Insured has agreed, prejudiced by the failure of the Insured to furnish the that were authorized by the Company up to the time assumed, or taken subject, or which is executed by an required cooperation, the Company's obligations to of payment and that the Company is obligated to pay. Insured after Date of Policy and which is a charge or the Insured under the policy shall terminate, Upon the exercise by the Company of either of lien on the Title, and the amount so paid shall be including any liability or obligation to defend, the options provided for in subsections (b)(i) or (ii), deemed a payment to the Insured under this policy. prosecute, or continue any litigation, with regard to the Company's obligations to the Insured under this 12. PAYMENT OF LOSS the matter or matters requiring such cooperation policy for the claimed loss or damage, other than the When liability and the extent of loss or damage (b) The Company may reasonably require the payments required to be made, shall terminate, have been definitely fixed in accordance with these Insured Claimant to submit to examination under including any liability or obligation to defend, Conditions, the payment shall be made within 30 oath by any authorized representative of the prosecute, or continue any litigation. days. Company and to produce for examination, inspection, S. DETERMINATION AND EXTENT OF 13. RIGHTS OF RECOVERY UPON and copying, at such reasonable times and places as LIABILITY PAYMENT OR SETTLEMENT may be designated by the authorized representative of This policy is a contract of indemnity against (a) Whenever the Company shall have settled the Company, all records, in whatever medium actual monetary loss or damage sustained or incurred and paid a claim under this policy, it shall be 72306 (6/06) ALTA Owner's Policy (6/17/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA M1M_A_6Tr.AK 1,"N° T" `. members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land 9 9 p p Aaei.µ-era Title Association. Order No.: 12110111-994-X23-JC Agreement No. 6261 Policy No.: Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ('Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons, Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured, Arbitration pursuant to this policy and under the Rules shall be binding upon the parties, Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole, (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy, (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A ofthis policy. (d) Each endorsement to this policy issued at any time is made a part ofthis policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance„ 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located, Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy, In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction, 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at Chicago Title Insurance Company, Attn: Claims Department, Post Office Box 45023, Jacksonville, Florida 32232-5023. 72306 (6/06) ALTA Owner's Policy (6/17/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA aMUt CAN members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. imp°. Agreement No. 6261 Order No.: 12110111-994-X23-JC Policy No.: Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 Chicago Title Insurance Company SCHEDULE A This is a Pro Forma Policy. It does not reflect the present state of the Title and is not a commitment to (1) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company. Name and Address of Title Insurance Company: Chicago Title Company 725 South Figueroa Street, Suite 200 Los Angeles, CA 90017 Policy No.: Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 Order No.: 12110111-994-X23-JC Address Reference: 400 South Sepulveda Boulevard, El Segundo, CA 90245 Amount of Insurance: PRO FORMA ($10,000,000) Premium: PRO FORMA Date of Policy: PRO FORMA (date and time of recording) Name of Insured: ES CenterCal, LLC, a Delaware limited liability company The estate or interest in the Land that is insured by this policy is: A leasehold as created by that certain lease dated , 2020, executed by The City of El Segundo, a municipal corporation, as lessor, and ES CenterCal, LLC, a Delaware limited liability company, as lessee, and recorded , 2020 as Instrument No. 2020 for its term, upon and subject to all the provisions contained in said document, and in said lease. Title is vested in: ES CenterCal, LLC, a Delaware limited liability company 4. The Land referred to in this policy is described as follows: See Exhibit A attached hereto and made a part hereof. THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED 72306A (6/06) ALTA Owner's Poliev (6/17/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA AM t.iL! A members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land [AND arm° T. .'R&e.Yt„] di9'p4 W. Title Association. Agreement No. 6261 Order No.: 12110111-994-X23-JC Policy No.: Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED EL SEGUNDO, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: (4138-014-913) PARCEL A: PARCEL 1, IN THE CITY OF EL SEGUNDO, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON MAP NO. 17749, FILED IN B '0'0wK 207 PA [--S 56 TO 6„0 INCISIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THAT PORTION OF SAID LAND DESCRIBED IN GRANT DEED RECORDED MARCH 12, 1999 AS INS � LjNlEN NO . I999 t 6 887, OF OFFICIAL RECORDS. ALSO EXCEPTING AND RESERVING TO CHEVRON U.S.A. INC., A PENNSYLVANIA CORPORATION, ITS SUCCESSORS AND ASSIGNS, ALL OIL, GAS AND OTHER HYDROCARBONS, NON -HYDROCARBON GASSES OR GASEOUS SUBSTANCES, ALL OTHER MINERALS OF WHATSOEVER NATURE, WITHOUT REGARD TO SIMILARITY TO THE ABOVE -MENTIONED SUBSTANCES, AND ALL SUBSTANCES THAT MAY BE PRODUCED THEREWITH FROM THE PROPERTY, BY DEED RECORDED MAY 24, 1988 AS INS l t�l l°: I NO,, 88 826097, OF OFFICIAL RECORDS. PARCEL B: A PARCEL OF LAND BEING A PORTION OF PARCELS 7 AND 8 OF PARCEL MAP NO. 17750 IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BQ�m� Ii 207. t I'I'::a 06, INCLUSIVE, OF PARCEL MAP RECORDS FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY AND DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTH WEST CORNER OF SAID LOT 7; THENCE SOUTH 09' 46' 55" EAST ALONG THE WESTERLY LINE OF SAID LOT 7 A DISTANCE OF 134.51 FEET; THENCE, NORTH 63' 57' 01" EAST A DISTANCE OF 202.06 FEET; THENCE, SOUTH 26' 06' 20" EAST A DISTANCE OF 1.00 FEET; THENCE, NORTH 630 53'40" EAST A DISTANCE OF 607.71 FEET TO A POINT IN THE NORTH LINE OF SAID LOT 8, SAID POINT BEARS SOUTH 730 28' 25" EAST A DISTANCE OF 27.04 FEET FROM THE MOST NORTH EAST CORNER OF SAID LOT 8; THENCE, SOUTH 73' 28' 25" WEST ALONG THE NORTHERLY LINE OF SAID LOTS 7 AND 8 A DISTANCE OF 782.89 FEET BACK TO THE POINT OF BEGINNING. EXCEPT ALL OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES, AND ALL OTHER MINERALS WHETHER SIMILAR TO THOSE HEREINABOVE SPECIFIED OR NOT, DEPOSITED OR CONTAINED IN, OR THAT MAY BE PRODUCED FROM THOSE FORMATIONS, ZONES OR HORIZONS LYING BELOW FIVE HUNDRED (500') FEET FROM THE SURFACE OF THE ABOVE DESCRIBED REAL PROPERTY, TOGETHER WITH THE SOLE AND EXCLUSIVE RIGHTS AND PRIVILEGES TO INJECT INTO ANY FORMATION, ZONE OR HORIZON LYING BELOW FIVE HUNDRED FEET (500') FROM THE SURFACE OF SAID REAL PROPERTY, ETHER WET OR DRY GAS, REGARDLESS OF WHERE THE SAME IS PRODUCED, TO STORE THE SAME THEREIN, AND TO REMOVE OR WITHDRAW THE SAME THEREFROM AT ANY TIME, OR FROM TIME TO TIME, PROVIDED THAT SAID GRANTOR, ITS SUCCESSORS AND ASSIGNS, SHALL NOT HAVE ANY RIGHT OF ENTRY, AND SHALL NOT ENTER OR UPON ANY PART OF THE SURFACE OF SAID REAL PROPERTY OR IN, UPON OR THROUGH ANY PORTION OF THE SUBSURFACE OF SAID REAL PROPERTY WHICH LIES WITHIN FIVE HUNDRED (500') FEET VERTICALLY FROM THE SURFACE OF SAID REAL PROPERTY; BUT SAID GRANTOR, ITS SUCCESSOR AND ASSIGNS SHALL HAVE THE RIGHT, IN CONNECTION WITH THE 72306A (6/06) 2 ALTA Owner's Polic '6/17106 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land ""R' T'r`£ Title Association. Agreement No. 6261 Order No.: 12110111-994-X23-JC Policy No.: Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 EXHIBIT A (Continued) FOREGOING RESERVATION AND EXCEPTING, TO PRODUCE, EXTRACT AND REMOVE SUCH OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES, AND OTHER MINERALS DEPOSITED OR CONTAINED IN OR THAT MAY BE PRODUCED FROM FORMATIONS, ZONES OR HORIZONS LYING BELOW FIVE HUNDRED (500') FEET FROM THE SURFACE OF SAID REAL PROPERTY, BY MEANS OF WHIP -STOCK, SLANT OR DIRECTIONAL DRILLING OR ANY OTHER METHOD OF PRODUCTION OR EXTRACTION CONDUCTED FROM, ON OR UPON ANY OTHER REAL PROPERTY THAN THAT HEREINABOVE DESCRIBED, AS RESERVED IN DEED RECORDED DECEMBER 1, 1947 AS 1 S R1.PN 1 N'r NO. 534, OF OFFICIAL RECORDS. ALSO EXCEPT ALL OIL, GAS AND OTHER HYDROCARBONS, NON -HYDROCARBON GASSES OR GASEOUS SUBSTANCES, ALL OTHER MINERALS OR WHATSOEVER NATURE, WITHOUT REGARD TO SIMILARITY TO THE ABOVE MENTIONED SUBSTANCES, AND ALL SUBSTANCES THAT MAYBE PRODUCED THEREWITH FROM THE PROPERTY, AS RESERVED IN DEED RECORDED MAY 24, 1988 AS 1NS,m' JZ 1 � M E N NrQ 8 - ' 25 , 76, OF OFFICIAL RECORDS. ALSO EXCEPT ALL GEOTHERMAL RESOURCES, EMBRACING INDIGENOUS STEAM, HOT WATER AND HOT SPRINGS, STEAM AND OTHER GASSES, HOT WATER AND HOT BRINES RESULTING FROM WATER, GAS OR OTHER FLUIDS ARTIFICIALLY INTRODUCED INTO SUBSTANCES FORMATIONS HEAT OR OTHER ASSOCIATED ENERGY FOUND BENEATH THE SURFACE OF THE EARTH, AND BYPRODUCTS OF ANY OF THE FOREGOING SUCH AS MINERALS (EXCLUSIVE OF OIL OR HYDROCARBON GAS THAT CAN BE SEPARATELY PRODUCED) WHICH ARE FOUND IN SOLUTION OR ASSOCIATION WITH OR DERIVED FROM ANY OF THE FOREGOING, AS RESERVED IN DEED RECORDED MAY 24, 1988 AS IN 1 IJlNjl N I,m;m\` 88-825876, OF OFFICIAL RECORDS. ALSO EXCEPT THE SOLE AND EXCLUSIVE RIGHT FROM TIME TO TIME TO BORE, DRILL AND MAINTAIN WELLS AND OTHER WORKS INTO OR THROUGH SAID PROPERTY AND THE ADJOINING STREETS, ROADS AND HIGHWAYS BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF FOR THE PURPOSE OF EXPLORING FOR AND PRODUCING ENERGY RESOURCES, TO PRODUCE, INJECT, STORE AND REMOVE FROM AND THROUGH SUCH WELLS OR WORKS, OIL, GAS, WATER AND OTHER SUBSTANCES OF WHATEVER NATURE, INCLUDING THE RIGHT TO PERFORM BELOW SAID DEPTH ANY AND ALL OPERATIONS DEEMED NECESSARY OR CONVENIENT FOR THE EXERCISE OF SUCH RIGHTS. THE RIGHTS HEREINABOVE EXCEPTED AND RESERVED TO GRANTOR DO NOT INCLUDE AND DO NOT EXCEPT OR RESERVE ANY RIGHT TO USE THE SURFACE OF THE PROPERTY OF THE FIRST 500 FEET BELOW THE SURFACE OF THE PROPERTY OR TO CONDUCT ANY OPERATIONS THEREON OR THEREIN UNLESS HEREINAFTER SPECIFICALLY EXCEPTED AND RESERVED, ALL RIGHTS AND INTERESTS IN THE SURFACE OF THE PROPERTY ARE HEREBY CONVEYED TO GRANTEE AS PROVIDED IN DEED RECORDED MAY 24, 1988 AS 1NS 1R1 IN'Dmm1 Nj NO 88-8� 876, OF OFFICIAL RECORDS. 72306A (6/06) j ALI"A Owner's folic r (6117/06 f this Form is tricted A 117 memberrs inright merican Land goodstanding as of the date of use. All other uses are prohibited. ion. All rights reserved. The use Repri Reprinted under license to ALTA from the l'American Land es and LTA *hh PIIAfF Title Association. Agreement No. 6261 Order No.: 12110111-994-X23-JC Policy No.: Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 EXHIBIT A (Continued) PARCEL 2: (4138-014-910) BEING A PORTION OF PARCEL NO. 6 OF PARCEL MAP NO. 17750, IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2107. PA(JES W64 W 1m4lmR(f 66, INCLUSIVE, OF PARCEL MAPS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL NO. 6; THENCE NORTH 89' 56' 00" EAST, ALONG THE NORTHERLY LINE OF SAID PARCEL NO. 6, A DISTANCE OF 45.20 FEET; THENCE SOUTH 00' 04' 00" EAST, ALONG A LINE THAT IS 45.00 FEET EASTERLY, MEASURED AT RIGHT ANGLES, AND PARALLEL WITH, THE TANGENT PORTION OF THE WESTERLY LINE OF SAID PARCEL NO. 6, A DISTANCE OF 530.00 FEET; THENCE WORTH 89' 56' 33" EAST A DISTANCE OF 135.00 FEET; THENCE SOUTH 00' 03' 27" EAST A DISTANCE OF 60.00 FEET, TO THE SOUTHERLY LINE OF SAID PARCEL NO. 6; THENCE SOUTH 89' 56' 33" WEST, ALONG SAID SOUTHERLY LINE, A DISTANCE OF 140.00 FEET TO THE BEGINNING OF A 40.00 FOOT TANGENT CURVE, CONCAVE TO THE NORTHEAST; THENCE NORTHWESTERLY, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 890 59' 27" AN ARC DISTANCE OF 62.83 FEET; THENCE NORTH 00' 04' 00" WEST, ALONG THE WESTERLY LINE OF SAID PARCEL NO. 6, A DISTANCE OF 531.36 FEET, TO THE BEGINNING OF A 860.00 FOOT TANGENT CURVE, CONCAVE TO THE WEST; THENCE NORTHERLY, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 01° 14' 3 1 " AN ARC DISTANCE OF 18.64 FEET TO THE POINT OF BEGINNING. APN: 4138-014-910; -913 72306A (6/06) 4 ALTA Owner's Pol"i 6/17/06) Copmembright American Land ers Title Association. berrs in good stand ng asof the dateof use. All other uses a e p oh ti t d �licenserestrictedf this Form is Repri ted under tfrom t eo ALTA lAmenc n Land icensees and LTA LmN�`,11WI� Title Association. Agreement No. 6261 Order No.: 12110111-994-X23-JC Policy No.: Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: 1. Property taxes, which are a lien not yet due and payable, including any assessments collected with taxes to be levied for the fiscal year 2020-2021. 1. Said land is shown as exempt on the Los Angeles County Tax Roll for the fiscal year 2019-2020 Assessors Parcel Number: 4138-014-913 Affects: Parcel 1 3. Said land is shown as exempt on the Los Angeles County Tax Roll for the fiscal year 2019-2020 Assessors Parcel Number: 4138„-014-910 Affects: Parcel 2 4. The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the provisions of Part 0.5, Chapter 3.5 or Part 2, Chapter 3, Articles 3 and 4 respectively (commencing with Section 75) of the Revenue and Taxation Code of the State of California as a result of the transfer of title to the vestee named in Schedule A; or as a result of changes in ownership or new construction occurring prior to date of policy. The Following Matters Affect Parcel 1 5. Intentionally deleted. 6. Covenants, conditions and restrictions (but omitting any covenant or restrictions, if any, based upon on race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law) as set forth in the document Recorded: November 28, 1978 as I nstraaanent No. 18 1 'lm] 7577, of Official Records Note: Section 12956.1 of the government code provides the following: "If this document contains any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." Affects: Parcel B 72306B (6/06) 3 ALTA Owner's Polia 6/171061 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA AMCRICAN members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land LAND A; LE Title Association. Agreement No. 6261 Order No.: 12110111-994-X23-JC Policy No.: Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 SCHEDULE B (Continued) 7. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Purpose: ingress, egress Recorded: November 28, 1978 as 78-1317579 of Official Records Affects: That portion of said land as described in the document attached hereto. Modification(s) of the terms and provisions of said document as therein provided. Recorded: May 21, 1979 as Insirumenti o 79-S46231, of Official Records Modification(s) of the terms and provisions of said document as therein provided. Recorded: November 18, 1981 as Instrument N3,K ,1,-_1,m140„869, of Official Records Affects: 8. Intentionally deleted. 9. Intentionally deleted. 10. Intentionally deleted. 11. Intentionally deleted. 12. Intentionally deleted. 13. Intentionally deleted. 14. Intentionally deleted. 15. Intentionally deleted. 16. Intentionally deleted. 17. Intentionally deleted. Parcel A 18. The fact that the ownership of said land does not include rights of access to or from the street, highway, or freeway abutting said land, such rights having been relinquished by the map of said Parcel �,,k No.m17750 Affects: That portion of said land as shown on said map. Said land, however, abuts upon a public thoroughfare other than the road referred to above, over which rights of vehicular ingress and egress have not been relinquished. Affects: Parcel B 19. Intentionally deleted. 72306B (6/06) 6 ALTA Owner's Polic l (6/l7/06 members Copyright good standing asTitle f the dateAssociation. of use. All other uses are prohibited. Repri Reprinted under license f this Form is cted tfrom thelicensees Ame icanand LandLTA D TITTLE Title Association. q. Agreement No. 6261 OrderNo.: 12110111-994-X23-JC Policy No.: Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 SCHEDULE B (Continued) 20. Intentionally deleted. 21. Intentionally deleted. 22. Intentionally deleted. 23. Covenants, conditions and restrictions (but omitting any covenant or restrictions, if any, based upon on race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law) as set forth in the document Recorded: May 24, 1988 as hiso-tape ni No, 8-8258 76, of Official Records Note: Section 12956.1 of the government code provides the following: "If this document contains any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." Modification(s) of said covenants, conditions and restrictions as per a document entitled RELEASE AND INDEMNITY AGREEMENT Recording Date: '2020 Recording No: In strument No. 2020 �, Official Records Affects: Parcel B 24. A document subject to all the terms, provisions and conditions therein contained. Entitled: Agreement Affecting Real Property Recorded: May 24, 1988 as Instrument No. 88-8258 77, of Official Records Modification(s) of said covenants, conditions and restrictions as per a document entitled RELEASE AND INDEMNITY AGREEMENT Recording Date: ............... 2020 Recording No: Instrument No. 2020 _ , Official Records Affects: Parcels A and B 25, Easement(s) for the purpose(s) shown below and rights incidental thereto as reserved in a document; Recorded: May 24, 1988 as [Us.t., llnew, 88 - 2609 , of Official Records Affects: That portion of said land as described in the document attached hereto. 72306B (6/06) ALTA Owners Policy (6117/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA AMLKICAN members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land LAND TITLE Title Association. It Agreement No. 6261 Order No.: 12110111-994-X23-JC Policy No.: Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 SCHEDULE B (Continued) 26. Covenants, conditions and restrictions (but omitting any covenant or restrictions, if any, based upon on race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law) as set forth in the document Recorded: May 25, 1988 as I�bst�w,lq,d� ent 'Noy 8-83 q 463, of Official Records Note: Section 12956.1 of the government code provides the following: "If this document contains any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." Modification(s) of said covenants, conditions and restrictions as per a document entitled RELEASE AND INDEMNITY AGREEMENT Recording Date: .......> 2020 Recording No: Instrument No. 2020 , Official Records Affects: Parcel B 27. Covenants, conditions and restrictions (but omitting any covenant or restrictions, if any, based upon on race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law) as set forth in the document Recorded: December 28, 1989 as lnstru 6� 0.83i4 ;1, of Official Records Note: Section b 2956,, W„ of the government code provides the following: "If this document contains any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." 72306B (6/06) ALTA Owner's folic 6/17/06Copyright ' f this Form is icted o ALTA censees and members American berrs in good standing sTitle Iof the date aof use. All other uses are prohibited. tion. All rights reserved. The use Repri Reprinted under license etfrom the llAmeriLTA American LandLaND aT,c Title Association.;, Agreement No. 6261 Order No.: 12110111-994-X23-JC Policy No.: Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 SCHEDULE B (Continued) 28, Covenants, conditions and restrictions (but omitting any covenant or restrictions, if any, based upon on race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law) as set forth in the document Recorded: December 28, 1989 as InSlr Llm Alt No, 89 20 3 87�4, of Official Records Note: Section 129,5.6, t of the government code provides the following: "If this document contains any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." Affects: Parcel A 29. Intentionally deleted. 30. Intentionally deleted. 31. Intentionally deleted. 32. A document subject to all the terms, provisions and conditions therein contained. Entitled: Agreement for Purchase and Sale Recorded: November 24, 1993 as histrtl.pl.:i.t rat, No, 9 l-„23; 6749, of Official Records Affects: Parcel B 33. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Purpose: water pipeline Recorded„ April 11, 1995 as hisix°ulnent No, 9'-"i02312, of Official Records Affects: That portion of said land as described in the document attached hereto. Affects: Parcel A 34. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Purpose: maintenance of an observation well and for ingress, egress Recorded: June 27, 1996 as li°uslrinnient No. 96-1022426 of Official Records Affects: That portion of said land as described in the document attached hereto. Affects: Parcel A 72306B (6/06) ' ALTA Owner's Polk (6/17/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA �rP members in good standing as of the date of use. All other uses are prohibited, Reprinted under license from the American Land LF Title Association. Agreement No. 6261 Order No.: 12110111-994-X23-JC Policy No.: Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 SCHEDULE B (Continued) 35. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Purpose: maintenance of an observation well and for ingress, egress Recorded: June 27, 1996 as Instrument No. 9-,1.022427 of Official Records Affects: That portion of said land as described in the document attached hereto. Affects: Parcel A 36. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Purpose: construction improvements in connection with the widening of Sepulveda Boulevard Recorded: October 30, 1997 as Instrumew No. 1997-171w7724 of Official Records Affects: That portion of said land as described in the document attached hereto. Affects: Parcel A 37. A document subject to all the terns, provisions and conditions therein contained. Entitled: Joint Use Agreement Recorded: September 18, 1998 as hIS111�ill1C111 Nth. 98 1(90889, of Official Records 38. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Purpose: road, highway and drainage Recorded: April 20, 1999 as lnsi�rumegi 'No�. 1999-6831-3w5, of Official Records Affects: That portion of said land as described in the document attached hereto. Affects: Parcel A 39. A document subject to all the terms, provisions and conditions therein contained. Entitled: Agreement for Water Pipeline Easement Recorded: December 14, 2000 as Instr unient 1^vo. �)- I �)S1194 t, of Official Records Affects: Parcel A 40. Intentionally deleted. 40a. A document subject to all the terms, provisions and conditions therein contained. Entitled: Grant of Easement Recorded: October 1, 2014 as Instrument No. 20141039946, of Official Records Affects: Parcel A The Following Matters Affect Parcel 2 72306B (6/06) 10 ALT'A t° % ner^s folic JO/'17/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA Am McAN members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land LAND TITLE Title Association. Agreement No. 6261 Order No.: 12110111-994-X23-JC Policy No.: Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 SCHEDULE B (Continued) 4L Covenants, conditions and restrictions (but omitting any covenant or restrictions, if any, based upon on race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law) as set forth in the document Recorded: November 28, 1978 as Insirunicin No,,,78-131 7577, of Official Records Note: Section V' 275fa, . of the government code provides the following: "If this document contains any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." 42. Intentionally deleted. 43. Intentionally deleted. 44. Intentionally deleted. 45. Intentionally deleted. 46. A perpetual easement to discharge noise, light, heat and gaseous and particular matter upon and over the property and to cause reasonable vibrations of the property originating from grantor's refinery and related businesses and facilities located on real property now or hereafter owned by grantor in Sections 13 and 14, Township 3 North, Range 15 West ("Grantor's Other Lands"), including, without limitation, all of the real property particularly described in Exhibit A, attached thereto and incorporated therein by this reference, as such business and facilities are conducted, maintain, repaired, renewed, added to, and otherwise operated from time to time, provided, however that any such discharge or vibration shall not exceed the limits permitted by applicable laws and regulations, as the same may from time to time be amended, excepting infrequent incidents of excessive discharged or vibrations that may occur from time to time in the course of operating such businesses and facilities and without regard to the cause thereof. In connection with and without limiting the scope of the foregoing easement, by its acceptance and recordation of this deed, grantee agrees that, notwithstanding any use to which the property may hereafter be put grantor shall have the right to use all or any part of grantor's other lands, as provided in deed recorded May 24, 1988 as Instrument No. 88- 925876. of Official Records and deed recorded June 8, 1988 as „lnwlrumcnt No. 88 90767. , of Official Records. Modification(s) of said covenants, conditions and restrictions as per a document entitled RELEASE AND INDEMNITY AGREEMENT Recording Date: _ , 2020 Recording No: Instrument No. 2020................................._.., Official Records 72306B (6/06) 11 AUFA Owner's Policy '6/17106) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land L-111-13,1 AND TITLE Title Association. 11 Agreement No. 6261 Order No.: 12110111-994-X23-JC Policy No.: Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 SCHEDULE B (Continued) 47„ Covenants, conditions and restrictions (but omitting any covenant or restrictions, if any, based upon on race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law) as set forth in the document Recorded: May 24, 1988 as Instrument ,i' o 88-825876, of Official Records Note: Section P 29% 1 of the government code provides the following: "If this document contains any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." Modification(s) of said covenants, conditions and restrictions as per a document entitled RELEASE AND INDEMNITY AGREEMENT Recording Date: ---- _, 2020 Recording No: Instrument No. 2020 ........_..._, Official Records 48. A document subject to all the terms, provisions and conditions therein contained. Entitled: Agreement Affecting Real Property Recorded: May 24, 1988 as i nstrumimi No. 88-8258 7, of Official Records Modification(s) of said covenants, conditions and restrictions as per a document entitled RELEASE AND INDEMNITY AGREEMENT Recording Date: __ ......, 2020 Recording No: Instrument No. 2020 _............ —, Official Records 72306B (6/06) 12 ALTA Owner's Polic 6/17106'y Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA Aaa,. mA% members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land 56a1 61IkM Title Association. Agreement No. 6261 Order No.: 12110111-994-X23-JC Policy No.: Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 SCHEDULE B (Continued) 49, Covenants, conditions and restrictions (but omitting any covenant or restrictions, if any, based upon on race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law) as set forth in the document Recorded: May 25, 1988 as 1 oistr•tumem No lab 8) I l6 . of Official Records Note: Section 12956.1 of the government code provides the following: "If this document contains any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien of any mortgage or deed of trust made in good faith and for value. Modification(s) of said covenants, conditions and restrictions as per a document entitled RELEASE AND INDEMNITY AGREEMENT Recording Date: ._, _......._ , 2020 Recording No: Instrument No. 2020... ...... ....._..... __,, Official Records 50. An easement or other rights for the purpose shown below and rights incidental thereto as set forth in the document above mentioned. For: ingress, egress 51. Intentionally deleted. 52. Intentionally deleted. The Following Matters Affect All Parcels 53. Water rights, claims or title to water, whether or not disclosed by the public records. 54. Any facts, rights, interests, or claims which may exist or arise by reason of the following facts disclosed by survey, Project No. 19-137, dated February 12, 2020, last revised ............... 2020 prepared by Pascal R. Apotheloz, PLS 7734 for DRC Engineering, Inc.: a. The fact that various "Greens and Fairways" located on subject property straddles the northeasterly boundary line of subject property and as depicted on Sheet 3 & 4 of said provided Preliminary survey drawing b. The fact that "Parking Improvements" located on the southerly & westerly portions of subject property straddle the southerly and westerly boundary lines of subject property and as depicted on Sheet 2, 3 & 4 of said provided Preliminary Survey Drawing. 72306B (6/06) 13 ALTA Owner's 11clic , (6/17f06 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA AAlk M(AN members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land [ ""iwFkda r``w . x,J _Wr Title Association. Agreement No. 6261 Order No.: 12110111-994-X23-JC Policy No.: Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 SCHEDULE B (Continued) c. The fact that a note on the said provided Preliminary survey as being "Proposed Parcel Line" and as depicted on Sheets 3 & 4. 55. Intentionally deleted. 56. Intentionally deleted. 57. The terms, covenants, and provisions of the contract referred to in Schedule A, and the effect of any failure to comply with such terms, covenants, and provisions. 58„ Easement(s) for the purpose(s) shown below and rights incidental thereto as delineated or as offered for dedication, on the map of said tract/plat; Purpose: storm drain purposes Affects: The westerly portion of Parcel 1 In favor of: City of El Segundo Recording No: Parcel Map No. 17749 as per map filed in Book 207 Pages 56 to 60 of Parcels Maps 59. A Subleasehold as created by that certain lease dated �, 2020, executed by ES CenterCal, LLC, a Delaware limited liability company, as lessor, and Topgolf, a . , as lessee, and recorded , .......... -1, 2020 as Instrument No. 2020...... _... , for its term, upon and subject to all the provisions contained in said document, and in said lease. 72306B (6/06) 14 AL"1"A O%vner°s llolic r 6/l7/06,1 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA A hit MICA N members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land "'AW" TITLE .�,�g4'pf;lk Title Association. G Agreement No. 6261 jj Iu 6 9 Vu"311h 10605; Ifs Di r l Cl agar , ilk Z5 illi kil a Order No. 12110111-994-X23 Agreement No. 6261 Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 PRO FORMA ENDORSEMENT Attached to Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 Issued By Chicago Title Insurance Company As used in this endorsement, the following terms shall mean: a. "Evicted" or "Eviction": (a) the lawful deprivation, in whole or in part, of the right of possession insured by this policy, contrary to the terms of the Lease or (b) the lawful prevention of the use of the Land or the Tenant Leasehold Improvements for the purposes permitted by the Lease, in either case as a result of a matter covered by this policy. b. "Lease": the lease described in Schedule A. C. "Leasehold Estate": the right of possession granted in the Lease for the Lease Term. d. "Lease Term": the duration of the Leasehold Estate, as set forth in the Lease, including any renewal or extended term if a valid option to renew or extend is contained in the Lease. e. "Personal Property": property, in which and to the extent the Insured has rights, located on or affixed to the Land on or after Date of Policy that by law does not constitute real property because (i) of its character and manner of attachment to the Land and (ii) the property can be severed from the Land without causing material damage to the property or to the Land. f. "Remaining Lease Term": the portion of the Lease Term remaining after the Insured has been Evicted. g. "Tenant Leasehold Improvements": Those improvements, in which and to the extent the Insured has rights, including landscaping, required or permitted to be built on the Land by the Lease that have been built at the Insured's expense or in which the Insured has an interest greater than the right to possession during the Lease Term. 2. Valuation of Estate or Interest Insured: If in computing loss or damage it becomes necessary to value the Title, or any portion of it, as the result of an Eviction of the Insured, then, as to that portion of the Land from which the Insured is Evicted, that value shall consist of the value for the Remaining Lease Term of the Leasehold Estate and any Tenant Leasehold Improvements existing on the date of the Eviction. The Insured Claimant shall have the right to have the Leasehold Estate and the Tenant Leasehold Improvements affected by a defect insured against by the policy valued either as a whole or separately. In either event, this determination of value shall take into account rent no longer required to be paid for the Remaining Lease Term. 3. Additional items of loss covered by this endorsement: If the Insured is Evicted, the following items of loss, if applicable to that portion of the Land from which the Insured is Evicted shall be included, without duplication, in computing loss or damage incurred by the Insured, but not to the extent that the same are included in the valuation of the Title determined pursuant to Section 2 of this endorsement, any other endorsement to the policy, or Section 8(a)(ii) of the Conditions: a. The reasonable cost of (i) removing and relocating any Personal Property that the Insured has the right to remove and relocate, situated on the Land at the time of Eviction, (ii) transportation of that Personal Property for the initial one hundred miles incurred in connection with the relocation, (iii) repairing the Personal Property damaged by reason of the removal and relocation, and (iv) restoring the Land to the 72E718 ALTA 13-06 Leasehold — Owner's (4-2-12) Page] of 2 CLTA 119.5-06 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA mnaa�och members in good standing as of the date of use. All other uses are prohibited, Reprinted under license from the American Land �"III Al Title Association. Order No. 12110111-994-X23 Agreement No. 6261 Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 extent damaged as a result of the removal and relocation of the Personal Property and required of the Insured solely because of the Eviction. b. Rent or damages for use and occupancy of the Land prior to the Eviction that the Insured as owner of the Leasehold Estate may be obligated to pay to any person having paramount title to that of the lessor in the Lease. C. The amount of rent that, by the terms of the Lease, the Insured must continue to pay to the lessor after Eviction with respect to the portion of the Leasehold Estate and Tenant Leasehold Improvements from which the Insured has been Evicted. d. The fair market value, at the time of the Eviction, of the estate or interest of the Insured in any lease or sublease permitted by the Lease and made by the Insured as lessor of all or part of the Leasehold Estate or the Tenant Leasehold Improvements. e. Damages caused by the Eviction that the Insured is obligated to pay to lessees or sublessees on account of the breach of any lease or sublease permitted by the Lease and made by the Insured as lessor of all or part of the Leasehold Estate or the Tenant Leasehold Improvements. f. The reasonable cost to obtain land use, zoning, building and occupancy permits, architectural and engineering services and environmental testing and reviews for a replacement leasehold reasonably equivalent to the Leasehold Estate. g. If Tenant Leasehold Improvements are not substantially completed at the time of Eviction, the actual cost incurred by the Insured, less the salvage value, for the Tenant Leasehold Improvements up to the time of Eviction. Those costs include costs incurred to obtain land use, zoning, building and occupancy permits, architectural and engineering services, construction management services, environmental testing and reviews, and landscaping. 4. This endorsement does not insure against loss, damage or costs of remediation (and the Company will not pay costs, attorneys' fees or expenses) resulting from environmental damage or contamination. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Dated: PRO FORMA Chicago Title Insurance Company Countersigned by: Pro Forma S ecimen Authorized Signature This is a Pro Forma Endorsement. It does not reflect the present state of the Title and is not a commitment to (1) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company. 72E718 ALTA 13-06 Leasehold — Owner's (4-2-12) Page 2 of 2 CLTA 119.5-06 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA ;N®�P members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land ,§,,,� TIT E Title Association. Agreement No. 6261 Order No. 12110111-994-X23 Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 PRO FORMA ENDORSEMENT Attached to Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 Issued by Chicago Title Insurance Company 1. The Company insures against loss or damage sustained by the Insured in the event that, at Date of Policy, a. according to applicable zoning ordinances and amendments, the Land is not classified Zone b. the following use or uses are not allowed under that classification: C. There shall be no liability under this paragraph l.b. if the use or uses are not allowed as the result of any lack of compliance with any conditions, restrictions, or requirements contained in the zoning ordinances and amendments, including but not limited to the failure to secure necessary consents or authorizations as a prerequisite to the use or uses. This paragraph l.c. does not modify or limit the coverage provided in Covered Risk 5. 2. The Company further insures against loss or damage sustained by the Insured by reason of a final decree of a court of competent jurisdiction either prohibiting the use of the Land, with any existing structure, as specified in paragraph I.b.; or requiring the removal or alteration of the structure, because, at Date of Policy, the zoning ordinances and amendments have been violated with respect to any of the following matters: a. Area, width, or depth of the Land as a building site for the structure b. Floor space area of the structure C. Setback of the structure from the property lines of the Land d. Height of the structure, or C. Number of parking spaces. There shall be no liability under this endorsement based on: a. the invalidity of the zoning ordinances and amendments until after a final decree of a court of competent jurisdiction adjudicating the invalidity, the effect of which is to prohibit the use or uses; b. the refusal of any person to purchase, lease or lend money on the Title covered by this policy. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Dated: PRO FORMA Chicago Title Insurance Company Countersigned by; Pro Forma S ecimen Authorized Signature This is a Pro Forma Endorsement. It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company. 72E604 ALTA 3.1-06 Zoning — Completed Structure (10-22-09) Page lof 1 CLTA 123.2-06 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA ,uc grim members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land LAN " I IT Title Association. Order No. 12l 10111-994-X23 Agreement No. 6261 Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 PRO FORMA ENDORSEMENT Attached to Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 Issued By Chicago Title Insurance Company The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy. For the purposes of this endorsement only, a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy. b. "Improvement" means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees. The Company insures against loss or damage sustained by the Insured by reason of: a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation; b. Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or C. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation. 4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from: a. any Covenant contained in an instrument creating a lease; b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; or C. except as provided in Section 3.c., any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Dated: PRO FORMA Chicago Title Insurance Company Countersigned by: Pro Forma Specimen, Authorized Signature This is a Pro Forma Endorsement. It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company. 72E712 ALTA 9.2-06 Covenants, Conditions and Restrictions — Improved Land — Owner's Policy (4-2-12) Page 1 of 1 CLTA 100.10-0,6 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA ro wM era.. w. members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land 4'""„n rkµ;.r Title Association. , -- Order No. 12110111-994-X23 Agreement No. 6261 Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 PRO FORMA ENDORSEMENT Attached to Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 Issued by Chicago Title Insurance Company The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from Hughes Way (the "Street"), (ii) the Street is not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that portion of the Street abutting the Land. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements to it. Dated: PRO FORMA Chicago Title Insurance Company Countersigned by: Pro forma S ecimen Authorized Signature This is a Pro Forma Endorsement. It does not reflect the present state of the Title and is not a commitment to (1) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company. 72E125 ALTA 17-06 Access and Entry (6-17-06) Page lof 1 CLTA 103.11-06 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTATITLE �ewa,u a members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land IAND 10 WX µygeAr.'1b'11M ip Title Association.. Order No. 12110111-994-X23 Agreement No. 6261 Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 PRO FORMA ENDORSEMENT Attached to Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 Issued by Chicago Title Insurance Company The Company insures against loss or damage sustained by the Insured by reason of the lack of a right of access to the following utilities or services: (CHECK ALL THAT APPLY) X Water service X Natural gas service X Telephone service X Electrical power service X Sanitary sewer X Storm water drainage either over, under or upon rights -of -way or easements for the benefit of the Land because of: (1) a gap or gore between the boundaries of the Land and the rights -of -way or easements; (2) a gap between the boundaries of the rights -of -way or easements ; or (3) a termination by a grantor, or its successor, of the rights -of -way or easements. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Dated: PRO FORMA Chicago Title Insurance Company Countersigned by: Pro Forma Siolecimen, Authorized Signature This is a Pro Forma Endorsement. It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company. 72E490 ALTA 17.2-06 Utility Access (10-16-08) Page lof 1 CLTA 103.13-06 Copyright American Land. Title Association. All rights reserved,. The use of this Form is restricted to ALTA licensees and ALTA + n members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land 1; °„7"; ° Title Association. Agreement No. 6261 Order No. 12110111-994-X23-JC Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 PRO FORMA ENDORSEMENT Attached to Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 Issued by Chicago Title Insurance Company The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land as described in Schedule A to be the same as that identified on the survey made by Pascal R. Apotheloz P.L.S. No. 7724 for DRC Engineering dated February 12, 2020, last revised ----m, 2020 and designated Job No. 19-137. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Dated: PRO FORMA Chicago Title Insurance Company Countersigned by: Pro Forma Sec er Authorized Signature This is a Pro Forma Endorsement. It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company. CLTA 100.29-06 Minerals — Surface Damage (09/08/13) P e 1 of 2 © California Land Title Association. All rights reserved. The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. Order No. 12110111-994-X23-JC Agreement No. 6261 Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 PRO FORMA ENDORSEMENT Attached to Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 Issued By Chicago Title Insurance Company The Company insures against loss sustained by reason of damage to existing improvements, including lawns, shrubbery or trees resulting from the exercise of any right to use the surface of the Land for the extraction or development of the minerals excepted from the description of the Land or shown as a reservation in Schedule B. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from: (a) contamination, explosion, fire, vibration, fracturing, earthquake or subsidence; or (b) negligence by a person or an Entity exercising a right to extract or develop minerals or other subsurface substances; or (c) the exercise of the rights described in none. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Dated: PRO FORMA Chicago Title Insurance Company Countersigned by: Pro Forma Specimen. Authorized Signature This is a Pro Forma Endorsement. It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company. CLTA 100.29-06 Minerals — Surface Damage 09/08/13) P e 2 of 2 © California Land Title Association. All rights reserved. The use of this Form is restricted to CLTA subscribers in good standing as of the date of use. All other uses are prohibited. Reprinted under license or express permission from the California Land Title Association. Order No. 12110111-994-X23 Agreement No. 6261 Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 PRO FORMA ENDORSEMENT Attached to Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 Issued by Chicago Title Insurance Company The Company insures against loss or damage sustained by reason of any existing violations on the Land of the covenants, conditions and restrictions referred to in paragraph 23, 24, 26, 46, 47, 48, and 49 of Schedule B. As used in this endorsement, the words "covenants, conditions or restrictions" do not refer to or include any covenant, condition or restriction (a) relating to obligations of any type to perform maintenance, repair or remediation on the Land, or (b) pertaining to environmental protection of any kind or nature, including hazardous or toxic matters, conditions or substances except to the extent that a notice of a violation or alleged violation affecting the Land has been recorded in the Public Records at Date of Policy and is not excepted in Schedule B. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Dated: PRO FORMA Chicago Title Insurance Company Countersigned by: Pro Forma Specimen, Authorized Signature This is a Pro Forma Endorsement. It does not reflect the present state of the Title and is not a commitment to (1) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company. 72E400 CLTA Form 100.19-06 (03-09-07) CC&R's —Violations Page lof 1 Order No. 12110111-994-X23-JC Agreement No. 6261 Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 PRO FORMA ENDORSEMENT Attached to Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 Issued By Chicago Title Insurance Company When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Dated: PRO FORMA Chicago Title Insurance Company Countersigned by: Pro Forma S eumen Authorized Signature This is a Pro Forma Endorsement. It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company. 721746 ALTA 39-06 folic Authentication 14-2-13 1118e 1 or 1 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA AM p members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land 'AND1AND 9 `""" "M"M k4M;a„ Title Association. Order No. 12110111-994-X23-JC Agreement No. 6261 Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 PRO FORMA ENDORSEMENT Attached to Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 Issued By Chicago Title Insurance Company The Company insures against loss or damage sustained by the Insured by reason of: those portions of the Land identified below not being assessed for real estate taxes under the listed tax identification numbers or those tax identification numbers including any additional land: Parcel 1 2 Tax Identification Number(s) 4138-014-913 4138-014-910 2. the easements, if any, described in Schedule A being cut off or disturbed by the nonpayment of real estate taxes, assessments or other charges imposed on the servient estate by a governmental authority. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Dated: PRO FORMA Chicago Title Insurance Company Countersigned by: Pro Forma S ecimen Authorized Signature This is a Pro Forma Endorsement. It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company. 72E897 ALTA 18.1-06 Mulli le Tax Parcel- Easements C6.17-061 "1".(% 12-1-16 Pare f Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA ntwn an. members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land YAND,FITU.. Title Association. Order No. 12110111-994-X23-JC Agreement No. 6261 Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 PRO FORMA ENDORSEMENT Attached to Policy No. Pro Forma-CA-FBSC-IMP-72306-2-17-12110111 Issued by Chicago Title Insurance Company The Company insures against loss or damage sustained by the Insured by reason of: the failure of the southerly portion of Parcel Ito be contiguous to the northerly portion of Parcel 2; or the presence of any gaps, strips, or gores separating any of the contiguous boundary lines described above. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Dated: PRO FORMA Chicago Title Insurance Company Countersigned by: Pro Forma S ecimen Authorized Signature This is a Pro Forma Endorsement. It does not reflect the present state of the Title and is not a commitment to (1) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company. 72F129 ALTA 19-06 Conti suit _. Multiple Parcels i6-17-061 Page Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited, Reprinted under license from the American Land Title Association. Agreement No. 6261 Exhibit F Agreement No. 6261 Recording Requested By, and When Recorded Return To: City of El Segundo Attn: City Clerk 350 Main Street El Segundo, CA 90245 MEMORANDUM OF LEASE This is a Memorandum of Lease made and entered into as of this day of , 20_, by and between the CITY OF EL SEGUNDO, a general law city and municipal corporation (hereinafter "Lessor") and ES CENTERCAL, LLC, a Delaware limited liability company (hereinafter "Lessee") upon the following terms: Lease. The provisions set forth in a written lease between the parties hereto dated (the "Lease"), are hereby incorporated by reference into this Memorandum, 2. Leased Premises. The Premises which is the subject of the Lease is more particularly described in Exhibit "A-1" attached hereto. 3. Commencement Date of Lease. The Lease shall be deemed to have commenced 20_, as set forth within the terms of the Lease. 4. Term. The Basic Term of the Lease shall be twenty years from the Permises Turnover Date, as set forth and further defined in the Lease. Lessee shall have six successive options to extend the term of the Lease, each for a separate additional period of five years from the date upon which such term would otherwise expire. 5. Duplicate copies of the originals of the Lease are in the possession of the Lessor and Lessee and reference should be made thereto for a more detailed description thereof and for resolution of any questions pertaining thereto. The addresses for Lessor and Lessee are as follows: LESSOR: City of El Segundo 350 Main Street El Segundo, CA 90245 LESSEE: ES CenterCal, LLC: 1600 East Franklin Street El Segundo, California 90245 Attn: Fred W. Bruning and Jean Paul Wardy With a copy to: ES Centercal, LLC 1600 East Franklin Street El Segundo, California 90245 Attn: Sean Dennison Agreement No. 6261 6. Purpose. It is expressly understood and agreed by all parties that the sole purpose of this Memorandum of Lease is to give record notice of the Lease; it being distinctly understood and agreed that said Lease constitutes the entire lease and agreement between Lessor and Lessee with respect to the Leased Premises and is hereby incorporated by reference. The Lease contains and sets forth additional rights, terms, conditions, duties, and obligations not enumerated within this instrument which govern the Lease. This Memorandum is for information purposes only and nothing contained herein may be deemed in any way to modify or vary any of the terms or conditions of the Lease. In the event of any inconsistency between the terms of the Lease and this instrument, the terms of the Lease shall control. The rights and obligations set forth herein shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors, and assigns. IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Lease as of the date first hereinabove mentioned. CITY OF EL SEGUNDO ("Lessor"): ES CENTERCAL, LLC ("Lessee"): By: Name: Title: By: Name: Title: A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On before me, (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person($) whose names) is/are subscribed to the within instrument and acknowledged to me that he/shelthey executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s)„ or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Agreement No. 6261 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On before me, (insert name and title of the officer) personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Agreement No. 6261 EXHIBIT A-1 (Legal Description of the Leased Premises) IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING THAT PORTION PARCEL 1 OF PARCEL MAP NO. 17749 AS PER MAP FILED IN BOOK 207, PAGES 56 THROUGH 60, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE MOST EASTERLY CORNER OF SAID PARCEL; THENCE ALONG THE EAST LINE OF SAID PARCEL NORTH 44°20'30" WEST, 301.26 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID EAST LINE ALONG THE FOLLOWING SEVEN (7) COURSES: 1. SOUTH 81 °23'50" WEST, 86.36 FEET; 2. SOUTH 36034'02" WEST, 49.32 FEET; 3. SOUTH 81 °23'50" WEST, 491.83 FEET; 4. SOUTH 26°06'34" WEST, 4.80 FEET; 5. SOUTH 82050'24" WEST, 85.69 FEET; 6. SOUTH 30°00'00" WEST, 33.73 FEET; 7. SOUTH 90000'00" WEST, 217.98 FEET TO THE WEST LINE OF SAID PARCEL 1. TOGETHER WITH THE LAND DESCRIBED IN THE GRANT DEED RECORDED JULY 18, 1995 AS INSTRUMENT NO. 95-1161504, OF OFFICIAL RECORDS. TOGETHER WITH THE LAND DESCRIBED IN THE GRANT DEED RECORDED JUNE 19, 1996 AS INSTRUMENT NO. 96-967352, OF OFFICIAL RECORDS. THE ABOVE DESCRIBED PARCEL CONTAINS 10.674 ACRES, MORE OR LESS. Agreement No. 6261 Exhibit G * o ow t ti ti C O is w 0 U— Agreement No. (6f a O COC7 z a J J Q 3 z 9 cc U v J a w M J Q H W N N LL W cn w W W J H 10 M om Agreement No.61 O O on, a: Z) Q v f� 0 # 0 # 41 t 1 m M C: 0 LL eement No.61 n t t t tis W 75; C: a_ 0 0 LL 0 reement No co LL O LL I 0 ca > Q) 5- LU RI, 7 Agreement No. 1 :D 0 rr C: -0 ci > zcm a) Z9 i Lu M W J w w a w O Q a Q LL O 0 a 0 Z O LL zw Oz Q:1 }O J W aW w w F CID Z M Y n N �p J r Cl) J U J LQi m W 0 J Z O W z Z g CV i Z i N LO O W L] CD w 0 J Q Z cr CO ,-Agreement No w 0� Q C7 kZ ww (0 ZiJ 0 Q Q ¢ 0Ww O Z 7 = m Y Z W W o m0n � J IN0 ZO � J D Q O OJ 0 J m 0 m ¢ c7 w W Ozm O w UZ LOON O W = _ ~ Q p � j Cl)0 jUm0 w (7tz o136cc Z LL -9 Z C.)O M J QUp Q U 2 ¢ Z Q LL 0 ¢ O z H cr 0 ~X z ¢ d 0 ¢ ~ �Sm? x W(D N m O O �, I I > LLLii LU Q N S2 LL LL: Il.a 0 O Q p 0 U. 0)> N J J C . +LLJ lLL N O LL v X x W z O up, I lip IL„ 0 as Whp u,. a,n ova Z l7 G K O CC X w O a H Agreement No. 1 C, D 0 Ir IAN 0 I ent No. R2-61 CD a 1 O 1_ ¢ 0 I❑ ent No. �61 cUa � O Q ent No. P-261 0 �` a �c ent No. 1 cua �— 7 O Q Q) 0 O Q N O O X W 0 a 9 ent No. 1 U a C 0 m a F N H N t 46 O 1 U f0 Q N L a-+ a-+ co C N N U Cl) l ■i O 41 am ++ O f6 N O W i a Q � v N O N cm� x C a) Lo E C 0 N f6 C N O N � U +, WaEOL U 0 ¢ it Agreement No. P-261 lU O co C7 0 a H H 1� Agreement No.61 `U a . � 7 ` O CD O C O O U U) E _0) O 0) 0- Le Agreement No. 6261 Exhibit H Agreement No. 6261 GUARANTEE AGREEMENT THIS GUARANTEE AGREEMENT (this "Guaranty") is executed and delivered as of the day of , 2020, by TG Holdings 1, LLC, a Delaware limited liability company ("Guarantor"), a wholly owned subsidiary of Topgolf International, Inc., a Delaware corporation, whose address is 8750 N. Central Expressway, Suite 1200, Dallas, Texas 75231 for the benefit of the City of El Segundo (referred to herein as "City" or "Lessor"). A. Pursuant to that certain Due Diligence and Ground Lease Agreement entered into on or about 2020 (the "Lease") by and between ES Centercal, LLC, a Delaware limited liability company (referred to herein as the "Company" or "Lessee") and the City, and subject to the terms and conditions set forth in the Lease, as may be amended in writing from time to time, the Company has agreed to lease the Premises, subject to the Conditions Precedent set forth in the Lease, and operate a driving range and other facilities on the Premises and pay Rent to City as well as perform other obligations under the Lease during the Operating Period. B. TopGolf USA El Segundo, LLC ("TG El Segundo") is an affiliate of Guarantor and is contemplated as being a sublessee of the Company and it is one of the Conditions Precedent under the Lease that TG El Segundo become the sublessee under a Ground Sublease with Company covering the Premises (the "Sublease"). C. On about the date that the City and Lessee entered into the Lease, the City and TG El Segundo entered into that certain Management Agreement relating to the management and operation of the Golf Course (the "Golf Course Management Agreement"). D. As a condition precedent to the Premises Turnover Date and commencement of the Basic Term of the Lease, Guarantor is required to execute and deliver this Guaranty to the City. E. Capitalized Terms used herein and not otherwise defined shall have the respective meanings given such terms in the Lease. NOW THEREFORE, in consideration of the Lease, and for other good and valuable considerations the receipt and sufficiency of which are hereby irrevocably acknowledged by the Guarantor, the Guarantor agrees as follows: 1. THE GUARANTY. Upon satisfaction or waiver of all Conditions Precedent in accordance with the Lease and the occurrence of the Premises Turnover Date and commencement of the Basic Term of the Lease, Guarantor hereby guarantees all of the following obligations: (a) The obligations of Lessee under the Lease with regard to the operation of the Premises by TG El Segundo or other permitted Operator under the Lease and payment of Rent during the Operating Period as defined in the Lease. (b) The obligations of the Lessee under the Lease with regard to (i) the completion of the Premises Improvements or the return of the Premises to the same or {32215 / 66600; 497504.7 } Agreement No. 6261 better condition as the Premises existed prior to the Commencement Date ("Premises Construction Obligations") and full payment of all costs and expenses of every kind whatsoever associated with such completion of the Premises Construction Obligations including all loss, cost, damage, liability, claim or expense the City may suffer by reason of mechanic's liens or similar claims or by reason of TG El Segundo's or Guarantor's failure to complete the Premises Construction Obligations ("Premises Project Costs"); (ii) all costs, expenses, damages, losses and other amounts for which the City may become liable as a consequence of or in connection with TG El Segundo's or Guarantor's completion of or failure to complete the Premises Construction Obligations or, when so obligated, to cause the Premises to be are returned to the City to the same or better condition as the Premises existed as of the Premises Turnover Date pursuant to the terms and conditions of the Lease, and (iii) if the City exercises its right under this Guaranty to take over construction of the Premises Improvements, to reimburse City for all costs and expenses incurred by City in taking over construction of the Premises Improvements and completing construction of the Premises Improvements. (c) The obligations of Lessee under the Lease with regard to (i) the completion of the Golf Course Improvements or the return of the Golf Course to the same or better condition as the Golf Course existed prior to the Commencement Date ("Golf Course Construction Obligations" and together with the Premises Construction Obligations, collectively, the "Construction Obligations") and full payment of all costs and expenses of every kind whatsoever associated with such completion of the Golf Course Construction Obligations including all loss, cost, damage, liability, claim or expense the City may suffer by reason of mechanic's liens or similar claims or by reason of the Lessee's or Guarantor's failure to complete the Golf Course Construction Obligations ("Golf Course Project Costs" and together with the Premises Project Costs, collective, the "Project Costs"); (ii) all costs, expenses, damages, losses and other amounts for which the City may become liable as a consequence of or in connection with Lessee's or Guarantor's completion of or failure to complete the Golf Course Construction Obligations or, when so obligated, to cause the Golf Course to be are returned to the City to the same or better condition as the Golf Course existed as of the Premises Turnover Date pursuant to the terms and conditions of the Lease, and (iii) if the City exercises its right under this Guaranty to take over construction of the Golf Course Improvements, to reimburse City for all costs and expenses incurred by City in taking over construction of the Golf Course Improvements and completing construction of the Golf Course Improvements. (d) The obligation of TG El Segundo to pay Liquidated Damages (as defined in the Golf Course Management Agreement) if and when required by the Golf Course Management Agreement. (e) Notwithstanding any other provision in the Lease or this Guaranty, recognizing that Lessee, Guarantor and TG El Segundo all have various contractual obligations that they have entered into by and between themselves to which the City is not a party and that the City has limited rights or no rights to enforce, in the event that (i) Guarantor enters into the Sublease, (ii) Guarantor executes and delivers this Guaranty to the City, and (iii) Lessee delivers to the City the Due Diligence Acceptance Notice as {32215 / 66600; 497504.7 } Agreement No. 6261 provided for in the Lease, then unless Guarantor within five (5) business days of issuance of the Notice of Acceptance provides written notice to the City that it has withdrawn this Guaranty, Guarantor is deemed to have waived any rights it might have under the Lease or this Guaranty, or in law or equity, to assert that the Guarantor's obligations under this Guaranty have in any way been altered or diminished. Receipt of the Due Diligence Acceptance Notice by the City shall be deemed notice to the City that TG El Segundo and Lessee have entered into the Sublease. (f) Guarantor waives the right to claim any defense to performance of any of its obligations under this Guaranty based on a claim that Lessee has failed to perform under the Lease or any other agreement, nor may Guarantor claim a failure to perform by Lessee under the Lease or any other agreement as a defense to a default by Guarantor under this Guaranty. Except as expressly provided to the contrary in Section 18.1.4 of the Lease, (i) Guarantor covenants and agrees that no assignment of the Lessee's interest as Lessee under the Lease or any other assignment or sublease permitted by the Lease shall release Guarantor from any of its obligations hereunder; and (ii) Guarantor covenants and agrees that no assignment of TG USA El Segundo's interest as sublessee under the Sublease shall release Guarantor from any of its obligations hereunder. 2. IMPROVEMENTS BY GUARANTOR AND THE CITY'S OPTION TO COMPLETE THE PROJECT. At the Lessor's election as to the timing of making a demand (following the expiration of any applicable notice and cure period), if the Premises Improvements or Golf Course Improvements (collectively, the "Improvements") have not been completed within [twelve (12)] months of the Premises Turnover Date (subject to Force Majeure as defined in Section 30 of the Lease or delays caused by the Lessor), or if there are material delays with construction of the Improvements such that the Lessor has a good faith, reasonable belief that the Improvements will not be completed within such period except for delays caused by Force Majeure as defined in Section 30 of the Lease and except for delays caused by the Lessor, then the Lessor shall make written demand on Guarantor to so complete the same and to honor all of the obligations set forth in Section 1 of this Guaranty. Such notice shall include the following verbiage: "THIS NOTICE OF DEFAULT IS BEING SENT PURSUANT TO SECTION 2 OF THE GUARANTY, AND IF GUARANTOR FAILS TO CURE SUCH DEFAULT WITHIN TEN (10) DAYS OF ITS RECEIPT OF THIS NOTICE, OR IF GUARANTOR HAS NOT COMMENCED SUCH CURE WITHIN SUCH TEN (10) DAY PERIOD AND IS DILIGENTLY PROSECUTING THE SAME TO COMPLETION, THEN LESSOR MAY EXERCISE SELF HELP RIGHTS UNDER SECTION 2 OF THE GUARANTY" If, following receipt of any such notice, Guarantor or TG El Segundo fails diligently to commence and/or continue performance of the Improvements to completion as required under the Lease, the Lessor in its sole and absolute discretion, at any time thereafter, shall have the right to complete the Improvements or return the Premises to the same or better condition as such existed prior to the Premises Turnover Date, either before, during or after the pursuing of any other remedy of the Lessor against Lessee and/or the Guarantor, and expend such sums as the (32215 / 66600; 497504.7 ) Agreement No. 6261 Lessor in its sole and absolute discretion deems proper in order to complete the Improvements pursuant to the requirements of the Lease. In such event, the Guarantor shall fully and promptly reimburse and repay Lessor for all costs and expenses incurred by Lessor and such shall not relieve Guarantor from performing any or all of its additional obligations set forth in Section 1 of this Guaranty. Any amounts payable by the Guarantor shall be payable on demand, with such amounts bearing interest from and after the date incurred by the City until paid as provided in Section 3 hereof. 3. INTEREST ON UNPERFORMED OBLIGATIONS. The Guarantor agrees to pay to Lessor interest at the interest rate of 5% per annum on the amounts advanced by Lessor pursuant to Section 2. Such interest shall be payable for the period commencing with each such advance by Lessor. 4. REPRESENTATIONS AND WARRANTIES. The Guarantor makes the following representations and warranties to the City to the best of Guarantor's knowledge and the Guarantor acknowledges that the City intends to enter into the Lease in reliance thereon: (a) The Guarantor is not in default under any agreement to which it is a party, the effect of which will materially impair performance by the Guarantor of its obligations pursuant to and as contemplated by the terms of this Guaranty. Neither the execution and delivery of this Guaranty nor compliance with the terms and provisions hereof (i) will violate any presently existing provision of law or any presently existing regulation, order, writ, injunction or decree of any court or governmental department, commission, board, bureau, agency or instrumentality applicable to Guarantor; or (ii) will conflict or will be inconsistent with, or will result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under (with an effect that will materially impair performance by the Guarantor of its obligations pursuant to and as contemplated by the terms of this Guaranty) any indenture, mortgage, deed of trust, instrument, document, agreement or contract of any kind that creates, represents, evidences or provides for any lien, charge or encumbrance upon any of the property or assets of the Guarantor, or any other indenture, mortgage, deed of trust, instrument, document, agreement or contract of any kind to which the Guarantor is a party or by which any of the property of the Guarantor may be subject to, in the event of any such conflict, the required consent or waiver of the other party or parties thereto has been validly granted, is in full force and effect and is valid and sufficient therefor; (b) There are no actions, suits or proceedings pending or threatened against the Guarantor before any court or any governmental, administrative, regulatory, adjudicatory or arbitrational body or agency of any kind that will (if adversely determined) materially adversely affect performance by such Guarantor of its obligations pursuant to and as contemplated by the terms and provisions of this Guaranty; (c) Guarantor is a duly organized, validly existing limited liability company under the laws of the State of Delaware and is in good standing in the States of Delaware {32215 / 66600; 497504.7 } 4 Agreement No. 6261 and California, and has requisite authority to execute, deliver and perform its obligations under this Guaranty pursuant to the terms and provisions of this Guaranty and has executed and delivered this Guaranty pursuant to proper authority duly granted; (d) The Guarantor is deriving a material financial benefit from the entering into of the Lease by the Company, and Lessor has given sufficient consideration to the Guarantor by entering into the Lease; and (e) Each obligation under this Guaranty is legal, valid, binding and enforceable against the Guarantor in accordance with its terms, subject at all times to matters of bankruptcy and insolvency and other laws affecting the enforcement of creditors' rights. 5. COVENANTS. The Guarantor agrees and covenants that: (a) No payment or performance by the Guarantor under any provision of this Guaranty shall entitle the Guarantor, by subrogation to the rights of the City or otherwise, to any payment from or rights in any applicable bonds, title insurance certifications, commitments or indemnities or other security held by or for the benefit of the City in connection with the Improvements, until all of the Construction Obligations have been discharged in full; provided nothing herein shall constitute a waiver of the right of subrogation of the Guarantor after discharge in full of such obligations. (b) The liability of the Guarantor shall in no way be affected, diminished or released by any of the following: (i) any extension of time or forbearance that may be granted by the City to Lessee or to the Guarantor; (ii) any waiver by the City under the Lease; (iii) any change or modification in the Lease (subject to the provisions of (c) below); (iv) the acceptance by the City of additional security or any increase, substitution or changes therein; (v) the release by the City of any security or any withdrawal thereof or decrease therein; (vi) the failure or election by the City to pursue or not to pursue any remedies it may have against the Guarantor or against Lessee or any of the members of the Lessee under the Lease; (vii) any failure by Lessee to provide Guarantor or any other party written or other notice as may be required under the Lease; or (viii) the exercise of any extension of time or other option for performance or, except as set forth in Section 18.1.4 of the Lease, assignment of obligations specifically set forth in the Lease. (c) Lessor may at any time enter into agreements with the Company, or its successors or assigns, to amend and modify the Lease, but such amendments or modifications shall not be binding on Guarantor without Guarantor's consent thereto if such materially affects to Guarantor's detriment its obligations or liabilities under this Guaranty. (d) Nothing contained herein or otherwise shall prevent the City from pursuing concurrently or successively all rights and remedies available to the City pursuant to any document or agreement or in law or in equity and against any persons, firms or entities whatsoever (and particularly, but not by way of limitation, the City may {32215 / 66600; 497504.7 } 5 Agreement No. 6261 exercise any other rights available to it under the Lease or any other agreement or security instrument), and the exercise of any of its rights or the completion of any of its remedies shall not constitute a discharge of the Guarantor's obligations hereunder, it being the purpose and intent of the Guarantor that, subject to the terms and provisions of this Guaranty, its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances whatsoever. (e) The liability of the Guarantor hereunder or any remedy for the enforcement thereof shall in no way be affected by (i) the release or discharge of the Company, or any member of the Company, in any creditors', receivership, bankruptcy or other proceedings, (ii) the impairment, limitation or modification of the liabilities of the Company or any member of the Company under the Lease or of any remedy for the enforcement thereof, or of the estate of the Company or any such member in bankruptcy, resulting from the operation of any present or future provision of the federal bankruptcy act or other statute or from the decision in any court, (iii) the rejection or disaffirmance of the Lease in any such proceedings, (iv) cessation from any cause whatsoever of the liability of the Company or any such member to the City, or (v) any defense, current or future, of the Guarantor to any action, suit or proceeding at law or otherwise, that may be instituted on this Guaranty other than one based upon nonfulfillment by the City of a material obligation to be performed by the City pursuant to this Guaranty, the Lease or the Golf Course Management Agreement. (f) Guarantor shall at all times during the term of this Guaranty maintain a net worth of not less than $25,000,000.00. On or before May I' of each calendar year, Guarantor shall deliver to the Company a copy of Guarantor's unaudited financial statements for the previous calendar year (herein called the "Financial Statements"), which such Financial Statements shall be certified as true and correct by Guarantor's CFO or Controller. The Company agrees to give the City written notice of the receipt of the Financial Statements within five (5) business days after receiving them (the "Company Notice"), and the City shall have ten (10) business days after receipt of the Company Notice to send one or more representatives to review the Financial Statements in the corporate office of the Company. In no event shall the City or the Company copy or duplicate the Financial Statements or remove the Financial Statements from the corporate office of Company and in no event shall the Financial Statements become part of the City's public record. Except as required by law, City agrees not to divulge to any person or persons, firm or corporation, any information contained in the Financial Statements (the "Financial Information") except to the extent necessary, to City's attorneys, accountants (and other professional advisors). If the City receives a request for the Financial Information it shall immediately notify Guarantor of such request and if the City determines the information requested is a matter of public record then the City shall immediately notify Guarantor in writing of such determination and deliver to Guarantor copies of all correspondence received by the City relating to such request. If Guarantor provides written notification to the City within five (5) business days that it disagrees with the City's determination, then the City shall not release the Financial Information and in the event there is litigation filed against the City for not releasing the Financial Information then the City shall immediately notify Guarantor in writing of such litigation, and deliver to Guarantor copies of all pleadings, and the Guarantor shall be responsible {32215 / 66600; 497504.7 } 6 Agreement No. 6261 for paying all of the City's reasonable legal fees and costs as well as any monetary award, including legal fees and costs, that a court of competent of jurisdiction awards to the plaintiff or petitioner, provided that any counsel selected by the City must be acceptable to Guarantor and be independent counsel free of any conflict of interest. In the alternative, Guarantor shall have the right to retain its own counsel and upon written notice to the City, take over the litigation, provided that any counsel selected by Guarantor must be acceptable to the City and be independent counsel free of any conflict of interest. In the event of any litigation with respect to this matter each party shall reasonably cooperate with the other party, without cost, expense or liability (other than de minimis costs) with respect to any such request for information and/or litigation. Within three (3) days following the earlier of (i) the expiration of the 10-business day period and (ii) review of the Financial Statements by the City, the Company shall return the Financial Statements to Guarantor. 6. WAIVERS. The Guarantor hereby expressly irrevocably waives: (a) Notice of acceptance of this Guaranty by the City, and any and all notice and demands of every kind that may be required to be given by any statute, rule or law except any specifically required by this Guaranty or the Lessor under the Lease; (b) Any defense arising by reason of any incapacity, lack of authority, death or disability of any other person or entity (except the City) or from the failure of the City to file or enforce a claim against any person or entity in any administrative, bankruptcy or other proceeding; (c) Any obligation the City might otherwise have to disclose to the Guarantor any facts the City now or hereafter may know or have reasonably available to it regarding the Company or its financial condition, whether or not the City has a reasonable opportunity to communicate such facts or has reason to believe that any such facts are unknown to the Guarantor or materially increase the risk to the Guarantor beyond the risk the Guarantor intended to assume hereunder. Guarantor shall be fully responsible for keeping informed of the financial condition of the Company and of all other circumstances bearing upon the risks of nonpayment or nonperformance of the Company under the Lease; (d) Any defense based on an election of remedies by the City, whether or not such election may affect in any way the recourse, subrogation or other rights of the Guarantor against the Company or any of its members in connection with the Construction Obligations; (e) All diligence in collection or protection of or realization upon or enforcement of the Construction Obligations, any other obligation hereunder, or any security for or guaranty of any of the foregoing, and any and all formalities that otherwise might be legally required to charge the Guarantor with liability; and (32215 / 66600; 497504.7 ) Agreement No. 6261 (f) Any lien, security interest or charge on the Property, the equipment and personal property located thereon, all rights therein and thereto, the revenue and income to be realized therefrom, or on any proceeds or products of any thereof, which the Guarantor may have or obtain as a result of the City's enforcement of this Guaranty. (g) With respect to those matters set forth in Sections [1(b) and (c),3, 4, 5 and 7] of this Guaranty, Guarantor waives any and all laws or regulations (including without limitation California Civil Code Sections 2787 and 2855, and Code of Civil Procedure Sections 580a, 580b, 580d and/or 726, regardless of whether such are applicable or not to this Guaranty) that would (i) in any respect or manner diminish or eliminate the obligations of the Guarantor hereunder regardless of whether the terms of such laws or regulations have been specifically referenced herein or the substance of such laws or regulations have been set forth herein or addressed by this Guaranty; or (ii) provide some procedural defense to Guarantor with regard to any action or proceeding the City may institute to enforce its rights under this Guaranty. 7. EFFECT OF THE CITY'S DELAY OR ACTION. No delay on the part of the City in the exercise of any right or remedy under this Guaranty or the Lease shall operate as a waiver thereof, and no single or partial exercise by the City of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No action by the City permitted hereunder shall in any way affect or impair the rights of the City and the obligations of the Guarantor under this Guaranty, provided, however, that the Guarantor shall be entitled to enforce, and the City shall be bound by, the obligations of the City under the Lease so long as the Guarantor shall perform its obligations, or cause its obligations to be performed, hereunder. 8. CONTINUING GUARANTY. This Guaranty shall in all respects be a continuing, absolute, irrevocable and unconditional guaranty, and shall remain in full force and effect and shall be binding upon the heirs, personal representatives, successors and assigns of the Guarantor, and shall inure to the benefit of the respective successors and assigns of the City. All references herein to the Company, its members or the Guarantor shall be deemed to include the respective successors and assigns of same, as the case may be. Any proposed assignment of the Guarantor's obligations hereunder to a substitute guarantor shall be subject to the City's approval which may be withheld in the City's sole and absolute discretion. 9. CERTAIN PERMITTED ACTIONS OF THE CITY. The City may from time to time, in its sole discretion and without notice to the Guarantor, take any of the following actions without in any way affecting the obligations of the Guarantor: (a) obtain the primary or secondary obligation of any additional obligor or obligors with respect to any of the Construction Obligations; (b) enforce this Guaranty against the Guarantor, whether or not the City shall have (1) proceeded against the Company or any of the other guarantors or sureties or any other party primarily or secondarily obligated or (2) resorted {32215 / 66600; 497504.7 } 8 Agreement No. 6261 to or exhausted any other remedy or any other security or collateral; and (c) enforce any other rights under the Lease. 10. TIME OF ESSENCE. Time is of the essence of this Guaranty. 11. NO MODIFICATION WITHOUT WRITING. This Guaranty may not be modified, amended, revised, revoked, terminated, changed or varied in any way whatsoever except by the express terms of a writing signed by the parties hereto. This Guaranty, the Golf Course Management Agreement and the obligations set forth in the Lease that are guaranteed by the Guarantor pursuant to Section 1 hereof, represent the entire understanding between the City and the Guarantor and no other prior written or oral understanding shall be of any force or effect. 12. NOTICES. All notices required or permitted pursuant to this Guaranty shall be in writing and shall be deemed given when (a) personally delivered to an officer or other authorized representative of the party to be notified or (b) after deposit in the United States mail as certified mail, postage prepaid, return receipt requested or (c) sent by reputable overnight courier and addressed as follows (or to such other address as a party may specify by notice given to the other party pursuant to this provision): If to the Guarantor: TG Holdings I, LLC 8750 N. Central Expressway, Suite 1200 Dallas, Texas 75231 Attention: Legal Department TopGolf USA El Segundo, LLC Attn: Mr. Devin Charhon 8750 N. Central Expressway, Suite 1200 Dallas, Texas 75231 Attention: Legal Department With a copy (which shall not constitute notice) to: Dentons US LLP 2000 McKinney Avenue, Suite 1900 Dallas, Texas 75201 Attn: Donald A. Hammett, Jr. If to the City: City of El Segundo Attn: City Clerk {32215 / 66600; 497504.7 } Agreement No. 6261 350 Main Street City of El Segundo, CA 90245 If to the Company: Notwithstanding anything in this section to the contrary, any notice sent or mailed to the last designated address of any person or party to which a notice may be or is required to be delivered pursuant to the Guaranty, shall not be deemed ineffective if actual delivery cannot be made due to a change of address of the person or party to which the notice is directed or if such notice is rejected by such party. 13. GOVERNING LAW, This Guaranty shall be construed in accordance with and governed by the laws of the State of California and any suit, action or other legal proceeding relating to this Guaranty may be brought only in the Los Angeles Superior Court. The Guarantor irrevocably consents to the service of process of the aforementioned court in any such action or proceeding by the mailing of copies thereof by certified or registered mail, postage prepaid, return receipt requested to the Guarantor at its address set forth in Section 10 hereof, as such address may be changed from time to time in accordance with such Section 10. Nothing herein shall affect the right of the City to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Guarantor in any other jurisdiction in which the Guarantor may be subject to suit. 14. INDEPENDENT OBLIGATIONS. The obligations of the Guarantor hereunder are independent of the obligations of the Company. In the event of any default hereunder, the City may institute a separate action against the Guarantor with or without joining or instituting a separate action against the Company. 15. CUMULATIVE. All rights and remedies of the City and all obligations of the Guarantor under this Guaranty are cumulative. In addition, the City shall have all rights and remedies available to it at law or equity for the enforcement of this Guaranty. 16. SEVERABILITY. Wherever possible each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty. {32215 / 66600; 497504.7 } 10 Agreement No. 6261 17. LEGAL TENDER OF UNITED STATES. All payments hereunder shall be made in coin or currency which at the time of payment is legal tender in the United States of America for public and private debts. 18. NO MERGER OR ALTERATION In the event the Guarantor acquire some real or personal property interest through the Lease or otherwise with regard to the Property, such shall not alter or impair the City's rights or the Guarantor's obligations under this Guaranty. [Signatures on following page] {32215 / 66600; 497504.7 1 11 Agreement No. 6261 IN WITNESS HEREOF, the Guarantor has duly executed this Guaranty as of date first written above. GUARANTOR: TG HOLDINGS I, LLC, a Delaware limited liability company By:_ Name: Its: CITY: THE CITY OF EL SEGUNDO, a general law City and Municipal corporation By: _ Name: Its: Attest: Tracy Weaver, City Clerk Approved as Form: Mark D. Hensley, City Attorney Attest: Tracy Weaver, City Clerk 132215 / 66600; 497504.7 } 12 Agreement No. 6261 FOR PURPOSES OF SECTION 5 ONLY: COMPANY: ES CENTERCAL, LLC, a Delaware limited liability company By: CENTERCAL, LLC, a Delaware limited liability company By: CENTERCAL ASSOCIATES, LLC, a Delaware limited liability company By Print Name Print Title: Its Manager {32215 / 66600; 497504.7 } 13 Agreement No. 6261 EXHIBIT I Agreement No. 6261 Exhibit J Agreement No. 6261 CITY OF EL SEGUNDO THE LAKES AT EL SEGUNDO GOLF COURSE MANUAL Approved October 15, 2019 Agreement No. 6261 CITY OF EL SEG NDO GOLF COURSE MANUAL Purpose The purpose of the Golf Course Manual ("Manual") is to establish uniform rules, procedures and operating policies for the operations of The Lakes at El Segundo Golf Course. The Lakes at El Segundo Golf Course is constructed as an executive golf course to provide a quality facility for its customers and to provide a fun and enjoyable golf experience for all types of players. It is the intent and goal of the City of El Segundo that The Lakes at El Segundo Golf Course will be operated in a professional, efficient, and productive manner that shall insure that the highest level of quality is achieved and maintained. The Golf Course Manual provides direction and valuable information for golf course operations and maintenance. It is the City's desire that The Lakes at El Segundo Golf Course be a major community service program that enhances the quality of life of participants of all ages. All matters pertaining to the operation of The Lakes at El Segundo Golf Course, fee and policy changes shall be directed, first, to the El Segundo Recreation and Parks Director, then to the Recreation Commission. Final approval is the responsibility of the El Segundo City Council. To the extent the City contracts with a third -party to manage the golf course and there is language in the contract that specifically contradicts the provisions of this Manual or contains additional obligations, then the language in the contract shall be controlling. Page 2 of 36 Agreement No. 6261 Table of Contents DEFINITIONS................................................................................................................................................... 4 I. GOLF SHOP OPERATIONS ................................ . ......... .....,... ..,.,.....,....... ......,,............ , ......... 5 II. FOOD & BEVERAGE OPERATIONS..................................................................................................... 8 III. GOLF CART OPERATIONS-----... ..................... ,........ ,,..,...,m,.,.....--- ......... ...... ,..,....,10 IV. STARTING AND PLAYER ASSISTING........ ... ......... ......... ............. .... .........,.... -10 V. COURSE RULES, REGULATIONS, AND ETIQUETTE....................................................................14 VI. TOURNAMENTS ................ .. ....... ....... ...,........,.,......,.,....,..,,,,...........,...16 VII. SCHOOL TEAM PLAY..........................................................................................................................19 VIII. JUNIOR GOLF PROGRAM.................................................................................................................20 IX. RECOGNIZED CLUBS..........................................................................................................................22 X. DRIVING RANGE OPERATIONS....... ...... ............ ---- ...................... ............ ......... .................. ..23 XI. LESSON PROGRAMS.. ......... ................. --- ... -................................. ...................,24 GOLF COURSE MAINTENANCE SPECIFICATIONS.............................................................................26 Page 3 of 36 Agreement No. 6261 DEFINITIONS In order to facilitate the use of the City of El Segundo's Golf Course Manual, the following definitions will apply: 1. The City of El Segundo will hereinafter be referred to as "City." 2. The person(s), entity or entities responsible for managing the operations of the golf course will hereinafter be referred to as "OPERATOR." 1 The Lakes at El Segundo Golf Course will hereinafter be referred to as the "Course". 4. El Segundo Golf Club, Inc., El Segundo Sr. Men's Club, El Segundo Women's Golf Club and El Segundo Junior Golf Club will hereinafter be referred to as "Recognized Clubs." 5. The daily diary of golf course activity will hereinafter be referred to as "Tee Sheet." 6. The following professional organizations will hereinafter be referred to by their abbreviated titles: The Professional Golfers' Association of America as the "PGA." The Ladies Professional Golfers' Association of America as the "LPGA." The United States Golf Association as the "USGA." 7, The Course Manager will be a person with significant experience managing golf courses. OPERATOR shall be responsible for the Course Manager's performance and may elect to assume the role of Course Manager hereunder. 8. The Class "A" Superintendent in charge of maintenance will hereinafter be referred to as the "Superintendent." 9. Golf Course maintenance staff will be referred to as "Crew or "Crews." 10. Junior rates shall apply to youths between the ages of 5 and 18. Junior rates apply before 4:00 p.m., Monday through Thursday, exclusive of legal holidays. Page 4 of 36 Agreement No. 6261 I. GOLF OPERATIONS A. Operating Philosophy 1. Operating Goal a. Provide quality service in all activities to ensure the enjoyment of all patrons and to provide a fun and enjoyable golf experience for all types of players. 2. Professional Staff Functions a. Maintain the functions in a manner consistent with the desires and the policies of the City and the OPERATOR to include: 1) Pro shop sales 2) Hand cart rental and maintenance 3) Golf Club Rentals 4) Lesson promotion and programs 5) Course marketing activities 6) Starting, course Marshaling, tournament promotion and booking activities 7) Cleanliness and maintenance of the facility 8) Customer relations 9) Revenue collection 3. Merchandising (Pro Shop) a. Maintain a well -stocked and attractive pro shop offering merchandise commensurate with wants and needs of the patrons. 4. Accountability a, Establish and maintain accurate records regarding the following: 1) All gross revenue, as per management agreement 2) Tournament bookings 3) Lesson activity 4) Rounds of golf 5) Cart usage 6) Daily weather 7) Starting times 5. Customer Relations a. Professional image and courtesy 1) Maintain a well -dressed and well-groomed appearance at all times. 2) Maintain a standard of integrity and philosophy consistent with the policies and procedures outlined in this manual. Page 5 of 36 Agreement No. 6261 3) Address all customers in a friendly and courteous manner. 4) Make every attempt to greet customers by name. B. Management Responsibilities General Responsibilities of Course Manager a. The direction and supervision of all golf course administrative, operational, procedural and maintenance activities, and the personnel assigned to those activities. b. The appearance and playing condition of the Course is of prime importance, and the Course Manager is responsible for the general maintenance, grooming, and beautification of the Course as necessary to maintain the quality and appearance levels. C. Perform other duties as assigned by the OPERATOR. 2. Specific Responsibilities of Course Manager a. Conduct various golf tournaments, initiate and promote golf activities for the golfing public. b. Cooperate with the Recognized Clubs and their various committees and render professional advice, opinions, assistance and services as required. C. Administer and train a staff of employees, as necessary, to perform duties and meet requirements for sales, rentals and services which are, in the opinion of the City and the OPERATOR, necessary to carry out the provisions of the management agreement. d. Operate and maintain a golf shop for repairs, handling, storage, sales, leasing, and services relating to golf, equipment, and hand carts. e. Be available, as necessary, to attend regular and special meetings of the Recognized Clubs and to discuss areas both within the realm of his/her duties and those for the benefit of the Course and the City. Supervise the starting of play by golfers, and the proper charging of green fees and other fees, as necessary, and required. g. Operate and supervise a Player Assistant Program at the Course. h. Ensure that golf be taught only by qualified instructors. Hire, discipline and discharge insubordinate personnel. Plan and schedule the assignment of personnel to cover a seven -day - per -week operation. Page 6 of 36 Agreement No. 6261 k. Ensure that hand carts are maintained and in operable and safe condition. I. Recommend public safety measures and maintain a continuous safety program in compliance with the California Occupational Safety and Health Act (CAL/OSHA). M. Provide maximum security for all maintenance buildings and equipment, service yards, materials, supplies, and, especially, toxic chemicals. n. Report any emergency, unusual condition or incident to the City and/or OPERATOR immediately. o. Inspect the Course daily to ensure proper maintenance and operation, and, as required, make decisions concerning the closing of the Course. p. Ensure that the Course Manager and/or a designated representative is on duty at the start and close of the scheduled work day. q, In conjunction with the OPERATOR, maintain a continuous training program on golf course maintenance and related subjects, and plan, schedule, and coordinate maintenance programs with personnel in other divisions and departments. r. Sell, rent, store and/or repair golf equipment, clothing and supplies, sell instructional services in golf play, rent pull carts, and operate a driving range. S. Represent the OPERATOR/City before civic and private groups for discussion of Course operations. t. Maintain the golf course Tee Sheet in accordance with established rules and procedures. U. The Course Manager will meet at least monthly with the Director of Recreation and Parks. 3. Supervision of Personnel a. Employ a Class "A" PGA or PGA apprentice working towards Class A membership in a supervisory capacity. Page 7 of 36 Agreement No. 6261 II. FOOD & BEVERAGE OPERATIONS — GOLF CLUBHOUSE A. Operating Philosophy 1. Operating Goal a. Provide quality food service to ensure the enjoyment of all patrons. 2. Professional Staff Functions a. Maintain the functions in a manner consistent with the desires and the policies of the City and the OPERATOR to include: 1) Restaurant marketing activities 2) Cleanliness and maintenance of the facility 3) Customer relations 4) Revenue collection 3. Merchandising (Restaurant) a. Maintain a well -planned menu designed to maximize sales volume as well as margins and offer dining commensurate with wants and needs of the patrons. 4. Accountability a. Establish and maintain accurate records regarding restaurant revenue. 5. Customer Relations a. Professional image and courtesy 1) Maintain a well -dressed and well-groomed appearance at all times. 2) Maintain a standard of integrity and philosophy consistent with the policies and procedures outlined in this manual. 3) Address all customers in a friendly and courteous manner. 4) Make every attempt to greet customers by name. B. Management Responsibilities 1. General Responsibilities of Restaurant Manager a. The direction and supervision of all food service personnel. b. The appearance and cleanliness of the dining and kitchen area is of prime importance, and the Restaurant Manager is responsible for the general maintenance and decor of the restaurant as necessary to maintain the quality and appearance levels. Page 8 of 36 Agreement No. 6261 2. Specific Responsibilities of Restaurant Manager a. Host various club and group functions and parties and initiate and promote dining opportunities to the general public as well as users of the golf facilities. b, Administer and train a staff of employees, as necessary, to perform duties and meet standards for service which are, in the opinion of the City and the OPERATOR, necessary to carry out the provisions of the management agreement. C. Ensure that alcoholic beverages be served by licensed food servers of legal age. d. Hire, discipline and discharge insubordinate personnel. e. Plan and schedule the assignment of personnel to cover a seven day per week operation. Ensure that kitchen equipment is maintained and in sanitary, operable, and safe condition. 9. Recommend public safety measures and maintain a continuous safety program in compliance with the California Occupational Safety and Health Act (CAUOSHA). h. Report any emergency, unusual condition or incident to the Course Manager immediately. Inspect the Restaurant daily to ensure proper maintenance, cleanliness and operation. Ensure that the Restaurant Manager and/or a designated representative is on duty at or before the start and at or after the close of the scheduled Range and Course hours. k. In conjunction with the OPERATOR, maintain a continuous training program on golf course maintenance and related subjects, and plan, schedule, and coordinate maintenance programs with personnel in other divisions and departments. Sell food and beverage services. Page 9 of 36 Agreement No. 6261 III. GOLF CART OPERATIONS A. Vehicle Operation No vehicle other than carts supplied by the OPERATOR shall be permitted (except as required for maintenance purposes). 2. Hand carts must not be taken over aprons, greens, tees, sand traps, or areas between the greens and traps surrounding the green. 3. When play has reached the green, hand carts must be left at least 30 feet away from the side of the green. 4. Carts of any kind should not be driven or pulled through wet or muddy areas or over sprinkler heads. IV. STARTING AND PLAYER ASSISTING A. Starter Responsibilities Get the golfing public on the Course for play by reservation, or off the waiting list, with the least delay and discomfort and in the best possible frame of mind. 2. Use every expedient at his/her command to keep the golf operations running efficiently and without undue delay or commotion. 3. Start golfers on time according to the reservations and in compliance with the waiting list. Fivesomes will be allowed at the discretion of the Starter. 4. Assign fivesomes or less for play, making certain there is a green fee and recorded name on the Tee Sheet for every golf player on the golf Course. 5. Inform each golfer to retain his/her cash register receipt throughout his/her round of golf play as he/she may be asked to show the receipt to authorized persons. 6. Keep score cards and pencils inside the Starter window and give them to golfers who request them.. 7. Be properly groomed and attired. 8, Know the types of grass in the tees, fairways and greens; be familiar with maintenance operations and requirements of the Course, be familiar with other public fee golf courses in the area and with all types of tournaments and prominent golf organizations, such as SCGA, USGA, PGA, LPGA, PUBLIC LINKS, etc. 9, Be fair and considerate of golf patrons at all times, treating everyone equally, and at all times being courteous, friendly, helpful, tactful, effective and impartial. Page 10 of 36 1 C Agreement No. 6261 10. Patiently and courteously answer all questions of patrons and explain to them golf rules and policies and etiquette, in compliance with local rules and USGA rules. 11. Maintain a suggestion box and note in the Tee Sheet all complaints and suggestions concerning the operation or maintenance of the Course and inform the complainant that his/her complaint will be referred to the Course Manager. 12. Inform all golfers to maintain pace of play. 13. Practice good housekeeping while on duty by keeping the Starter area clean. Rules of Play The speed of play can be increased by observing strictly the USGA and local rules of golf, the etiquette of golf and the traditions of the game. It is important to play as quickly as possible and avoid unnecessary delays. The golden rule is applicable to play on the Golf Course. Practice ready golf. Player Assistant Responsibilities OPERATOR shall provide the services of a Player Assistant to be on duty at all appropriate times as determined by the OPERATOR, with the exception of periods of inclement weather. The primary purpose of the Player Assistant's duties shall be to expedite play on the Course at all times. A secondary duty will be to ensure compliance with all Golf Course Rules and Regulations. 2. Under no circumstances will playing golf be considered as course Player Assistant during the scheduled work week. 3. The Player Assistants will require players to maintain their position on the Course to speed up play and verify that golfers have required equipment. 4, Players will be required to observe golf course etiquette, replace fairway divots, rake sand bunkers and repair ball marks on the greens. The Player Assistants will assure safe practices by all golfers. 5. The Player Assistants will enforce regulations concerning the use of electric, Hand, and pull carts. 6. Periodically during the day, inform golfers to please keep their positions on the Course, replace their divots on the fairways, and repair their ball marks on the greens as we are striving to maintain excellent playing conditions. Non -Reserved Players Policy 1. Golfers who do not have a reserved starting time must register with the Starter on the daily waiting list (Wait List) prior to play. Page 11 of 36 Agreement No. 6261 2. Golfers without reservations who are at the Course and ready to play may register on the Wait List as a single or in groups of two, three, four, or five (upon Starter's discretion). 3. Playing group vacancies, cancellations, and open or unreserved starting times will be filled only from the Call Sheet on a first -come, first -served basis with priority determined by the time of registration with the Starter. Those who have registered as a group will be called for play as openings become available for the number of players in the group. 4. When sufficient players are available from the Tee Sheet and/or the Call Sheet, the Starter will send groups of four to the starting tee. If fewer than four players are available, the Starter may send out groups of two or three. A single player may be sent out alone only if no other golfers are available and if it appears they will not be available within a reasonable time. & As players on the Call Sheet are sent to the first tee their names will be scratched from the sheet. & The golf course Starter on duty is responsible for assigning foursomes, and for scheduling and starting all players in accordance with Reservation/Wait List rules and regulations. Golfers are not permitted to buy, sell, or transfer starting times or Call Sheet positions. Only those golfers who are properly registered and who are called by the Starter will be allowed to start play. 7. The golf course Starter may switch or interchange starting times if in his/her judgment such change would prevent delays, eliminate confusion, correct a problem, or be of general benefit to the players involved and to those following. 8. The Starter will call players to the tee. After calling the group due on the tee, the following group will be given a five minute warning call by number and name. The next group will then be given a ten minute warning call by number and name. E. Reservation Policy Starting time reservation requests for daily play can be made in the golf shop, via phone or online up to fourteen days in advance or as determined by OPERATOR. El Segundo residents can make a reservations up to fifteen days in advance, and the reservation period will be reserved for persons having valid El Segundo Recreation and Parks I. D. Cards; hereafter referred to as "I.D. Card." All persons in the playing group need not have I.D. Cards, but the person making the reservation must be a member of the group and present the I.D. Card when making the reservation in person and when paying for green fees. 2. Reservations will be made only for groups of two, three, four, or five players, and openings in a group will be filled from the Call Sheet on the day of play. Reservations will not be accepted for a single player. Page 12 of 36 Agreement No. 6261 3. Only one reserved time per person is allowed and that person must be a member of the group for which the reservation is made (unless there are acceptable extenuating circumstances). 4. The name and contact information of the person making the reservation will be tracked on the Tee Sheet through the electronic point of sale system (POS). On the day of play, the Starter will record all players' names on the Tee Sheet through the POS and noted when their green fees are collected. 5. A reservation may be forfeited if the golfer making same does not check in with the Starter at least ten minutes prior to the assigned starting time. A reservation may also be forfeited when only one of a group having a reserved time is present ten minutes prior to tee -off time. If a reservation is forfeited, the players involved may be registered on the Call Sheet in priority order if they so desire. 6. Reservations are not transferable to another player. If a reservation is canceled, the Starter will offer the time to the next applicant, or if the time is open on the day of play, it will be filled with names from the Call Sheet in the order listed. 7. Permanent starting times will not be assigned at any time, however, the OPERATOR may have one Starter Time per hour on Saturday, Sunday and holidays to allow for players on the Wait List and/or to catch up on time if tee times run behind. 8. If, for any reason, the Course is closed the entire day, all golf play reservations for that day will be canceled. The Starter will make every effort to get all players on the golf course as soon as possible. Players unable to begin at their assigned starting times due to inclement weather will be reassigned starting times at the discretion of the Starter. 9. The City may schedule use of the golf course as a setting for official business. Appropriate activities include promotion of economic development or intergovernmental relations. Such use shall be directly related to City business and shall not include purely personal use of the golf course by City officials or their families. Resident rates shall apply. For official business, the City may reserve a tee time more than one week in advance. In such cases, the following procedure should be used: a) The City Manager must approve the proposed use. b) The use will not pre-empt any previously scheduled tournament or event. c) All requests will be routed through the City Manager's Office to the Director of Recreation and Parks or his/her designee who will request the tee time from the OPERATOR and confirm its availability with the City Manager's Office. d) The City Manager shall record occasions that the golf course has been scheduled for official business and shall have such records available Page 13 of 36 Agreement No. 6261 for public inspection. The record shall include date, time, purpose, and name of participants. 10. The Recreation and Parks Director has the ability to schedule two (2) special golf outings per year (including one for City employees, if desired) without the minimum, number of player requirements for weekend, non -holiday days before 6 p.m. at Resident Rates. F. Hours of Operation The Golf course will open each day 30 minutes prior to daylight and close at the following times: a. Sunday —Thursday (Non -Holidays) shall close at 10 p.m. b. Friday — Saturday and Holidays shall close at midnight. C. Closing times may be extended by OPERATOR to match the Top Golf facility. G. Closing Course OPERATOR is responsible for decisions concerning temporary or all day closing of the Course. In making such decisions, due consideration will be given to the welfare of the general public and golf course. V. COURSE RULES, REGULATIONS AND ETIQUETTE A. General - The following activities are prohibited on grounds or facilities except as authorized by OPERATOR. Overall a. Storage of private or personal property. b. Solicitation of any kind. C. Circulation or posting of handbills, petitions, advertising matter, promotional material, and literature. d. Selling of any goods, wares, or merchandise. e. Carrying or discharging any firearm, air gun, sling shot, or fireworks of any kind. f. Use of the Course for any purpose other than to play golf in the accepted manner. 2. All beverages taken on the Course must be purchased from the OPERATOR. No coolers can be brought on premises. 3. Discarding trash (paper cups, candy wrappers, etc.) anywhere except in trash containers on the Course is prohibited. 4. It shall be unlawful for any person to loiter on the premises, and unauthorized persons are not permitted. Page 14 of 36 Agreement No. 6261 5. Dogs, cats, or any other animals shall not be brought on the Course under any circumstances. Service animals are allowed as required by applicable law. 6. Picnicking or recreational play, other than golf, is prohibited. 7. Overnight or day camping is not allowed on any part of the Course. 8. Cars must be parked in designated parking areas only, and overnight parking in the parking lot is not allowed. 9. If necessary, the El Segundo Police Department may be called upon for assistance in enforcing these regulations. 10. Holes must be played in sequence, and a golfer in the wrong fairway must give way to players playing that hole. 11, No more than one golfer shall play out of one bag. Each player must have his/her own set of clubs. 12. It is the responsibility of each player to replace divots, rake and smooth traps, and repair ball marks or other damage on the greens. 13. Golfers are responsible for injuries or damages resulting from their golf shots. 14. Starter shall have the right to allow spectators only for special events with prior approval from the OPERATOR. 1& In the interest of all, players must play without delay, and all groups must keep their place on the Course or allow following players to play through. 16. OPERATOR reserves the right to cancel playing permits for individuals or organizations using Course facilities if at any time conditions justify such action. 17. Golfers may be refused playing privileges or they may be removed from the Course for: a. Submitting false information for the purpose of securing golfing privileges. b. Playing golf without paying a green fee or registering with the Starter. C. Obvious inability to play golf and to maintain their position on the Course. d. Intoxication, disorderly conduct, use of abusive or profane language, inappropriate dress or other behavior detrimental to the normal and orderly operation of the Course. e. Failure to comply with the existing rules and regulations governing golf play, practice, operation of carts or pull carts, personal conduct, and appropriate dress. B. Dress Code 1. Appropriate golf attire must be worn at all times.. Page 15 of 36 Agreement No. 6261 a. It is up to the discretion of the Starter to determine appropriate golf attire. b. Player Assistants will assure that these guidelines are adhered to on the Golf Course and Driving Range. C. Golf Play 1. USGA Rules of Golf and posted local rules will govern play at all times. 2.. No play is allowed on the Course when it has been closed for any reason. 3. Golfers under the age of fourteen (14) years may play on the Course only when they have demonstrated appropriate knowledge of golf course etiquette and are accompanied by a responsible adult. At the discretion of the Operator, golfers under the age of fourteen may be able to play without being accompanied by an adult. 4, All players must be registered with the Starter before playing any part of the golf Course. 5. All players must have a current receipt or a valid daily ticket in their possession during play. 6. Practicing anywhere on the Course at any time is prohibited. Players must use the driving range, putting green, and other designated practice facilities for practice. 7. When sufficient players are registered, four persons will be scheduled in each playing group on tee # 1. 8. Fivesomes are allowed at the discretion of the Starter.. 9. Unless prior permission is given, golfers will tee off only between the appropriate tee markers. VI. TOURNAMENTS A. General Information 1. Any golf club, company, golf association, or other organization may request authorization to hold a golf tournament on a first come, first served basis. 2. All tournaments must have a Tournament Agreement requiring multiple reserved starting times with a minimum of 16 players. 3. Tournament fees and charges will be set by the OPERATOR. Fees and charges are subject to change without prior written notice. Tournament fees will be based on fees and charges in effect on the date of the tournament. All fees and charges in effect on date of tournament must be paid and received 15 days prior to day of tournament. Page 16 of 36 Agreement No. 6261 4. All pre -scheduled tournament events will be charged at the current daily fee per player. OPERATOR may charge an additional surcharge or booking fee per player for Tournaments at their sole discretion. Any discount rates will not apply with an exception to the Recognized Clubs. 5. Individual starting time reservation requests will not be accepted for starting times which fall within a scheduled tournament period, however, the Course may fill any unfilled or late starting time with players from the daily call sheet. 6. Unless otherwise authorized by the OPERATOR, tournament playoffs to settle a tie will not be permitted. 7. Refunds on tournament green fees will not be made except when the Course is officially closed due to inclement weather or other adverse conditions. & If the Course is closed prior to, or during a tournament, green fees for those participants who have not commenced play will be refunded in accordance with established procedures. 9. Tournament participants must observe all prevailing rules and regulations covering use of the Course, personal conduct, dress, and golf play as prescribed by the City and the OPERATOR. 10. Tournament sponsors are liable for any personal injury, property damages or repairs resulting from tournament play. 11. Tournament sponsoring organizations must agree that, during use of the Course facilities, no person will be excluded from participation, denied any benefit, or otherwise be subjected to discrimination because of his/her race, creed, color, or national origin. 12. The following information on each scheduled tournament will be tracked by the OPERATOR or the designated representative. a. Name of the organization holding the tournament. b. Date and time of play. C. Number of players. d. Name, address, and phone number of the tournament chairperson. 13. All scheduled tournaments shall be encouraged to purchase prizes from the OPERATOR. B. Permit Procedures Tournament requests will be taken one year in advance. 2. No tournament will be confirmed until the following: a. A tournament contract is signed by the organization representative booking the tournament and the OPERATOR. Page 17 of 36 Agreement No. 6261 b. A deposit for the tournament is received. These fees must be received along with the signed contract. C. The total remaining fees must be paid in full on the day of the scheduled tournament or the tournament may be canceled. 3. The deposit may be waived at the discretion of the OPERATOR. 4. The Recognized Clubs may schedule a one -day weekend tournament per quarter. The recognized club tournament event can start at 7:00 a.m. and shall pay the daily fee rate for that day. 5. The Recognized Clubs may have one (1) multiple -day event per year for their club championships. & All tournament fees are calculated on the current fees charged on the day the tournament is held. OPERATOR may charge an additional surcharge or booking fee per player for Tournaments at their sole discretion. These fees are subject to change requiring no notification to the organization or individual responsible for booking the tournaments. 7, OPERATOR will provide a copy of the Tournament Contract and on the day of the Tournament, a detailed receipt to the Tournament Coordinator. OPERATOR will keep all Tournament Receipts on file. 8. Starting times for which advance payment has been made and for which a Tournament Contract has been executed will be blocked out on the Tee Sheet for the day of the tournament. C. Tournament Categories Prepaid use: Permits use of golf course for those starting times reserved by the tournament sponsoring organization. A 10 % deposit is required at the time the tournament contract is signed and the tournament is scheduled. 2. Shotgun Tournaments: Shotgun tournaments (tournaments where all golfers start at the same time on a different hole) may be scheduled at the discretion of the OPERATOR. 3. Group League Play: Group play may be scheduled at the discretion of the OPERATOR. 4. Junior Tournaments a. The OPERATOR may schedule an annual City -sponsored Junior Tournament for boys and girls who are under 18 years of age. Participating junior golfers will pay a special discounted tournament entry fee to the OPERATOR. Page 18 of 36 Agreement No. 6261 b. Course Manager will coordinate appropriate varsity golf team practices and league matches during their golf season. (High School and College). D. Accounting 1. The OPERATOR will receive payment for tournament fees by mail, electronically or in person at the Course. 2. On the date of the tournament, play will be recorded on that day's Tee Sheet in the usual manner; a ticket will be rung for all paid players in the tournament and the tournament representative will be issued a receipt. VII. SCHOOL TEAM PLAY A. Purpose 1. To provide young people the opportunity to participate in organized competition in a sport that is not always accessible to all social and economic levels of our society. 2. To provide young people with the opportunity to develop an interest in a lifetime sport through involvement with the schools. B. Policy and Procedures Letter applications for school team play, for the following year, must be submitted to the OPERATOR between September 15 and November 1. Applications will not be accepted prior to September 15, and those applications received during the specified period for submission will be processed in the order received. El Segundo School District will have priority. 2. In processing an application for school team play, the OPERATOR will: a. Make every effort to comply with the school request. b. Designate and assign the days and times for school play. C. Issue a letter authorizing use of the Course, including dates and times. d. Prior to January 2 of each year, meet with the golf coach or other designated faculty representatives of the requesting schools to make necessary arrangements, discuss procedures, rules, and regulations, and to schedule the school team play. 3. Each school authorized for team play must submit a team roster and schedule for practice and league play to the OPERATOR at least two weeks prior to the opening of the season. Team members must meet standard eligibility requirements at the junior high, high school or college level. Page 19 of 36 Agreement No. 6261 4. School golf teams will not be allowed on the Course unless accompanied at all times by a golf coach or other designated faculty representative. Teams will be classified as a group, and the assigned coach or faculty member will represent them and be held responsible for their conduct. 5. Each school may be permitted to play at junior rates during team season. & Team members may play two 9-hole rounds on the assigned day or days. 7. Team practice and/or league play will be permitted only on those weekdays (excluding holidays) assigned by the OPERATOR. School golf teams shall report to the Course between the hours of 2:00 p.m. and 3:00 p.m. on the days scheduled for play. Any changes or exceptions must be approved by the OPERATOR. 8. Each participating school is allowed four foursomes and a coach or faculty member for practice matches and for scheduled league matches. 9. For school team practice rounds and team league play, the golf coach or designated faculty representative will pay the prevailing junior fee for each participating team member. Payment may be in cash or by first party check for the exact amount due. 10. The golf coach or designated faculty member will pay the prevailing junior green fee when playing golf while supervising the school team activity. Regular green fees will be paid for play at any other time. 11. School team players will be required to show their student identification cards. 12. School golf team members, golf coaches, and faculty representatives will be expected to observe and adhere to the rules of conduct, dress, and golf play prescribed by the City. The OPERATOR reserves the right at all times to cancel a playing permit if conditions justify such action. Vill. JUNIOR GOLF PROGRAM A. Purpose Create a future interest in golf by providing opportunities for young people to learn the game of golf. 2. Establish guidelines that will enable young golfers to integrate comfortably with adult players on the golf course and driving range. 3. Ensure that an ongoing program of education for juniors interested in sports (specifically golf) as a contribution to their own personal development. B. Summer Junior Golf Camp Program A summer junior golf program will take place during the months of June, July and August. Page 20 of 36 Agreement No. 6261 2. Camps are offered for youth under 18 years old. 3. Safety for the juniors attending will be a primary focus throughout all camps. 4, Three-day and five-day camps will be offered at a price developed by the OPERATOR. 5. Camps will also provide snacks and lunch C. Junior Golf Program (Junior Tour School) 1. A one -hour junior clinic will be scheduled at a minimum of three Sundays per month. Clinics are scheduled in the afternoon hours and are scheduled in accordance with daylight savings. 2. Clinic topics will include grip, stance, posture, alignment, course/range etiquette, short game, putting, and full swing. 3. Clinics are one (1) hour in length. 4. Junior Tour School membership includes: two free clinics, discounts on green fees/driving range, golf shop merchandise, membership card, golf shirt, golf cap. D. Junior Golf Tournaments 1. Junior golf tournaments will be held at a minimum of four tournaments per calendar year. 2. One Junior Golf Championship will be held once per year, 3. Prices may vary due to tee -prizes, prizes and tournament format. (tee -times, shotgun, two -person, parent/child). E. General Policies 1. Junior events shall be posted on the facility calendar and the facility website. 2. El Segundo junior residents of El Segundo will receive the posted discount. 3. Non-residents will receive the posted discount at the discretion of OPERATOR. 4. Discounts will be provided on weekdays and weekends. Holidays will default to the weekend rate. Page 21 of 36 Agreement No. 6261 IX. RECOGNIZED CLUBS A. Purpose 1. To offer a vehicle for organized competition, handicapping and fellowship for the Course patrons. 2. To establish a nucleus of patrons for the Course. B. Policy 1. The Course will recognize the following clubs: a. One Men's Club b. One Women's Club C. One Junior Club d. One El Segundo Club e. Clubs may be added at the discretion of the OPERATOR. 2. The Recognized Clubs must be totally self-supporting through their own dues structure. 3. Each Recognized Club must establish a Board of Directors. This Board must have at least five members as follows: a. President b. Treasurer C. Tournament Chairman d. OPERATOR representative e. City representative 4. OPERATOR will aid in the establishment of the above clubs., 5. The Recognized Clubs' bylaws must be approved by the OPERATOR. 6. The Recognized Clubs must belong to the appropriate amateur golf regulatory association, (i.e. Southern California Golf Association, as applicable to the Course). 7. The Recognized Clubs use of the Course for organized playing activities will be subject to the policy established in this manual. 8. Each Recognized Club is encouraged to purchase their tournament prizes from the OPERATOR per the fee schedule. 9. No cash prizes for tournament winners will be permitted unless approved by the OPERATOR. 10. Reservation privileges for the Recognized Clubs' members will be limited to the reservation policy established in this manual. Page 22 of 36 X Agreement No. 6261 11. Organized tournament privileges for Recognized Clubs will be limited to policies established in this manual. DRIVING RANGE OPERATIONS A. A �01 Hours of Operation DRIVING RANGE shall allow all members of the public to utilize the first level of the Driving Range venue at the following rates: a. Monday — Friday (Non -Holidays) from 6 a.m. to noon @ $10 per bucket or 45 balls. b. Saturday — Sunday and Holidays from 6 a.m. to 9 a.m. @ $10 per bucket of balls or 45 balls. Access for School Sponsored Golf Groups 1. The DRIVING RANGE shall provide selected school -sponsored golf teams and charities supporting youth mentorship access to the Driving Range venue for free game play during the hours of 9:00 a.m. — 5:00 p.m., Monday through Thursday (Non Holidays), under Operator's youth program (for example, Topgolf's Youth Play It Forward initiative). 2. The Driving Range shall provide access to the Driving Range venue for free team practices at various parts of the week to the El Segundo Unified School District, Mira Costa High School, and Vista Mar High School golf teams, and to the American Martyrs elementary school golf program. To the extent the Driving Range has ball -tracking technology, such will be made available to the above school teams for use. 3. The OPERATOR and Driving Range will also extend conversations to First Tee, SCGA, SCPGA and others who currently use the Lakes for junior programs, tournaments and leagues to maintain them as a preferred location. Access for Golfers 1. DRIVING RANGE shall provide a "warm-up" solution for golfers with tee times at the course. This will be done thoughtfully to ensure efficiency and accessibility between the golf course operations and the Driving Range. Driving Range shall charge a rate that is consistent with rates charged at other driving ranges owned by public agencies in the region. Page 23 of 36 Agreement No. 6261 XI. LESSON PROGRAMS A. Purpose To utilize the Driving Range venue and Golf Course Facility to create co - branded instructional opportunities and optionality for youth and adults. 2, DRIVING RANGE will provide dedicated bay time on all days of the week at the Driving Range venue to ensure that instruction can happen both on the golf course and driving range. 3. To provide a service to all levels of golfers so that they may enjoy golf by improving their individual skill levels. 4. To provide a means of introducing new golfers to the game of golf therefore improving revenue potential and Course usage. 5. To provide different types of instruction to fit the needs and incomes of all people desiring to play the game of golf. B.. Instruction can take place in the Driving Range venue for full -swing capability and the use of visual tracking technology, on the practice greens for chipping and putting, and will move onto the golf course to pull it all together. The Driving Range venue provides an all-weather solution enabling instructional programs to continue without pause. C. Illustrative co -branded youth development and operational programming possibilities that will utilize both the Topgolf venue and the Golf Course Facilities could include but not be limited to: a. Player Development Programs b. Summer Academy / Junior Camps (over 5,500 kids participated at Topgolf in Summer 2018) C. Group Classes d. PGA Junior Leagues (www.pgajrleague.com) — Operator teams compete in Junior League events and the Driving Range venue will play host to some team competitions. e. Bays to Fairways — 6-week program endorsed by the PGA of America — first 5 weeks in the Driving Range venue and the last week on the golf course. f. Junior Tournaments g. Team Training Programs through Operator youth programs (for example, Topgolf's Youth Play It Forward Initiative) h. Club Fitting i. Adult Program Offerings: i Private Lessons and Clinics ii Community Outreach Programs iii League Play iv Tournaments and Outings v Creative Events to maximize community outreach vi World's Largest Golf Outing — National Charity Event D. OPERATOR's approach shall serve to create cohesive instructional opportunities for adults and important development programs for youth interested in the game of golf. Page 24 of 36 Agreement No. 6261 OPERATOR will maximize the synergies between the Driving Range venue and Golf Course Facilities to introduce non -golfers to the sport with the purpose of growing the game and also serve as a true amenity to city residents. Page 25 of 36 Agreement No. 6261 Golf Course Maintenance Specifications A, The OPERATOR shall supply in the amounts and quantities necessary, (amounts and quantities necessary to perform the obligations shall be determined by OPERATOR, as described elsewhere in this Agreement). All necessary gasoline, oil and diesel fuel needed to operate equipment. 2. All necessary top dressing, seed, sod, fertilizer, fungicides, herbicides, pesticides, iron sulfate, sulfur and calcium (gypsum). 3. Materials and parts necessary for repair and maintenance of all irrigation systems. 4. Tee towels and soap for ball washers. 5. Rock dust or decomposed granite for paths and roads. 6. Sand for traps. 7. Soil tests for pH, P and K, as necessary. B. The OPERATOR shall provide the appropriate supervision for course maintenance. A qualified Class "A" Golf Course Superintendent, or apprentice working towards their full Class A status, shall be responsible for supervising the maintenance of the facility. Z A crew of sufficient size to maintain the course in accordance with the specifications herein shall be retained on a full-time basis. 3. An emergency duty contact person shall be provided at all times, C, The OPERATOR shall perform the following maintenance services at no less than the frequencies indicated in these specifications; however, the OPERATOR shall have the right to determine the extent and frequency of any additional "as needed" services. Standards and frequencies may be modified from time to time as deemed necessary by the OPERATOR for the proper maintenance of golf course facilities. In those subsections below where horticultural tasks are specified to be performed on a scheduled basis (as daily, every other day, etc.), the OPERATOR will not be expected to perform the task on the specified schedule if the performance of the task is precluded by weather conditions. The tasks shall be performed on the next available day on which the weather conditions will not interfere with the reasonable performance of the task. 1. Greens: The golf course greens are to be maintained in a condition that supports the level of play at the Course. The OPERATOR shall be responsible for mowing, watering, aerating, vertical mowing, fertilizing, top -dressing, pest control and repair as specified below. Page 26 of 36 Agreement No. 6261 M (1) During the peak growing season (April through October), mowing shall be done seven (7) times per week and during the period of slow growth, (November through March) mowing shall be done at least five (5) times per week, unless the use of growth regulators or climate conditions are not producing enough growth to cut and doing so would only stress the turf. Height of cut and frequencies may be modified from time to time as deemed necessary by the golf course superintendent subject to approval of Operator. Greens shall be cut at a length of 5/32" to 4/16", depending on the time of year and the amount of play. (2) Basket devices for catching grass clippings shall be used on mowers each time a green is cut, except for the first mowing after the green has been top -dressed. (3) The mowing pattern shall be alternated each time a green is mowed. (4) "Graining" in the greens shall be controlled as necessary by the use of combs, brushes, or "verticut" attachments on green mowers. (5) Verticut all greens as needed to prevent thatch buildup, not less than once a month, or as otherwise directed by OPERATOR. (6) Greens collars shall be mowed three times weekly at a length of W. (1) The OPERATOR shall water the greens as necessary to keep the grass in optimal growing condition. (2) Irrigation of the greens should produce greens that are evenly wet over the total green. Wet and dry spots are to be minimized by controller setting and hand watering as necessary. (3) During periods of low humidity (below 30%) and high temperatures (above 95 degrees) the OPERATOR shall check greens on an hourly basis and syringe the greens lightly until all greens show no signs of heat stress or wilt. C. Too -Dressing of Greens: The OPERATOR shall top dress each green as needed. d. Aerating of Greens: The OPERATOR shall aerate each green not less than two (2) times each year. e. Fertilizing Greens: Page 27 of 36 Agreement No. 6261 (1) The greens are to be fertilized in increments of not more than one (1) pound of nitrogen per 1,000 square feet of cold -water soluble nitrogen per application. (2) The greens are to be fertilized frequently enough to support constant growth which is correspondent to the particular season of the year. (3) Based on soil tests, phosphorus and potash shall be added in greens fertilization on a basis of 3-1-2. A balance of N-P-K as in Best Turf Supreme 15-4-7 or equal shall be maintained. Overseed (1) Seeding of the greens with bent grass at the rate of two (2) pounds per 1,000 square feet shall be as needed. (2) Seeding of the greens surrounds with perennial rye grass or same turf seed as modified by renovation at the rate of fifteen pounds per 1000 square feet shall be done as needed. (3) Renovating of putting surfaces and surrounds shall be done prior to applying seed and followed by a light top dressing. (1) OPERATOR shall have the soil analyzed annually for fairways. Fertilizer, pesticides and amendments (sulphur, gypsum, etc.) will be applied in the quantity and type recommended by the soil analysis in a manner to provide uniform growth of turf. OPERATOR will be provided with copies of all analytical tests conducted. (2) Applications of pesticides for the control of insect and disease organisms shall be carried out only after all other cultural methods have been exhausted. Should it be necessary to use chemical control techniques, the Superintendent shall notify the OPERATOR prior to any applications. (3) All applicable regulations shall be strictly adhered to and all required reporting and pest applicator certifications shall be the responsibility of the OPERATOR. (4) The greens shall be checked daily for fungus activity, insect infestations, or any other pest problem which will adversely affect the quality of the putting surface. h. Weed Control on Greens: The OPERATOR is to maintain a program to keep the greens free at all times of broad leaf weeds, bermuda grass, quack grass, dallis grass, crabgrass, annual bluegrass, and of all grasses, other than bentgrass. Repair of Greens:. Any damage done to the greens from any source which affects the putting surface shall be repaired immediately by the OPERATOR. Page 28 of 36 Agreement No. 6261 In the case of voids or bare areas in the grass cover of the green, all such areas shall be sodded with appropriate sod. Other Greens Re uirements:: (1) The OPERATOR shall repair ball marks on all greens on mowing days. (2) The OPERATOR shall change the pin placement on the greens every day. 2. Tee Maintenance: Tops of tees shall be mowed separately from tee sides and slopes. a. Mowing.: Maintain all tees according to accepted playability and industry wide standards as determined by the OPERATOR, observing the following minimum requirements: (1) Tee tops shall be mowed three (3) times per week unless the use of growth regulators or climate conditions are not producing enough growth to cut and doing so would only stress the turf. The practice of alternating mowing patterns shall be followed. (2) Tee and aprons shall be cut at a maximum height of 5/8 inches. (3) Clippings shall be collected and disposed of by broadcasting into the driving range. (4) The OPERATOR shall use a Triplex Reel Mower intended for the mowing of tees. b. Watering of Tees: Tees are to be watered as necessary to keep the grass in optimal growing condition and to provide a relatively dry, firm stance in making tee shots. Hand watering shall be used by the OPERATOR where necessary to augment the automatic irrigation system. C. Aeration: (1) Tees shall be aerated as needed using 5/8" or 1/2" tines. Penetrating at least 3" and yielding 36 or more holes per sq. ft. d. "erticuttin ,: Vertical mowing shall be done whenever levels exceed 1/2" thickness. e. Top dressier Tees will be top dressed as needed to maintain quality tees. f. Repairing Divots: Large divot holes (3" or more long) on tees shall be repaired at least three (3) times weekly by hand filling and leveling them with a mix of seed, sand and humus. g. Fertilization: Fertilizing materials and rates shall be determined by growing conditions and the results of soil nutrient level testing. Rates of application may vary depending upon the test results; however, under normal conditions rates will provide one (1) pound of actual nitrogen per 1,000 sq. ft. per application Page 29 of 36 Agreement No. 6261 per month. Ratio of potash, potassium and trace elements added with nitrogen will depend upon soil test results. h. Pest Control on Tees and Aprons: The tees and aprons shall be checked daily for fungus activity and insect infestations, or any other pest infestation which would interfere with the playing surface or the health of the turf grasses. The appropriate controls for these pests shall be put into force as soon as necessary after their discovery. Weed Control on Tees and Aprons: The tees and aprons are to be kept free of broadleaf weeds, crabgrass, dallis grass, coarse fescues, and quack grass at all times. Overseeding. Seeding with VIP perennial rye grass at the rate of 15 pounds per 1000 square feet shall be done when climatic conditions are favorable for germination and growth. Renovating shall be done prior to applying seed and followed by a light top dressing. 3. Fairways. Range and Shoulders of and Aprons of Greens and Tees hereinafter referred to as FAIRWAYS Maintenance a, Mowing'. Maintain all fairways according to accepted playability and industry- wide standards as determined by the OPERATOR at all times, observing the following minimum requirements: (1) Fairways shall be mowed three (3) times per week during the active growing season unless the use of growth regulators or climate conditions are not producing enough growth to cut and doing so would only stress the turf. Normal cutting height shall be between 1/2" and 3/4" depending upon season and rate of growth. (2) The practice of alternating mowing patterns shall be followed wherever possible. (3) During periods of rainy weather which interfere with the normal fairway mowing schedule, the OPERATOR shall be expected to use additional mowing resources to catch up on mowing requirements so as to prevent overly long grass. (4) Take precautions to prevent scalping, rutting, uneven mowing and damage to trees and shrubs. b. watering of Fairways: Fairways and the driving range are to be watered as necessary to keep the grass in optimal playing condition. C. Aerating! of Fairways: The fairways shall be aerated as necessary to keep the grass in optimal playing condition. d. Vertical mowing: Vertical mowing of fairways is not required except in extraordinary circumstances for disease control or to reduce thatch of stoloniferous weed grasses. Page 30 of 36 Agreement No. 6261 e. Fertilization of Fairways: (1) The fairways are to be fertilized in increments of one (1) pound of cold water soluble nitrogen per 1,000 sq. ft. per application with phosphorous, potash and trace elements, sulphur and calcium. (2) Fairways are to be fertilized as needed to maintain optimum playing conditions. f. Pest Control on Fairways: (1) The fairways shall be checked daily for any pest infestation which will affect the playing surface or the ongoing health of the turf grass. g. Litter Control: Fairways shall be policed on a regular basis for the removal of all litter (i.e. paper, leaves, cans, bottles, tree branches, etc.). 4. R+ou hs Maintenance: a. Mowing All rough areas shall be mowed two (2) times per week during the growing season and during the period of slow growth mowing shall be one (1) time per week or more frequently as dictated by the rate of growth. Cutting height shall be between 3/4" and 1". b. Aerating-, Roughs shall be aerated as needed to maintain optimum playing conditions. C. Fertilization: Fertilizer shall be applied as needed to maintain optimum playing conditions. d. Weed Control: If needed, broadleaf weeds shall be controlled with a legally approved selective herbicide. e. Litter Control: Litter control in roughs shall be scheduled to be done at the same time as the fairways. f. Pest Control: (1) Any pest problem recognized as such, including burrowing animals shall be eliminated as soon as possible. 5. Sand Traps: a. Raking: Sand bunkers shall be raked smooth no less than three (3) times per week either by hand or mechanically by a "Sand Pro" or equal. b. Edging: Growth retardant may be used on the perimeter turf to inhibit growth. Edging shall be as required and prior to application of a growth retardant. Care shall be taken to maintain the design outline of the bunkers to insure the integrity of the bunker shape. Page 31 of 36 Agreement No. 6261 C. Sand Replacement: Sand of the same quality as used in greens top dressing shall be replaced as necessary to maintain at least a uniform depth of (4) inches. 6. Trees. Shrubs. and Other Landscaping - Clubhouse: a. The Lessee will be responsible for the maintenance of all the landscaping at the Clubhouse. b. All landscaped planter areas shall be kept weed free. C. All trees and shrubs shall be pruned as necessary to provide ease of play on the Course and accepted aesthetic values throughout. The OPERATOR shall replace trees damaged by wind, etc. and provide staking as necessary. d. The OPERATOR shall irrigate all tree shrubs and other landscape plants as necessary to maintain them in the optimum conditions for growth. e. The OPERATOR is to keep grass adjacent to trees mowed at the same frequency and to the same height as is applicable to the location of each tree, (e.g., whether fairway or rough). Alternatively, the Lessee may create grass free tree basins of a diameter not greater than four (4) feet to facilitate mowing around the trees. The OPERATOR agrees to maintain any and all new landscape plantings made on the golf course during the term of this agreement. g. Prunin Height limitation for tree pruning is 15 ft. for trees over 15 ft., pruning shall be limited to the removal of low hanging branches that present a hazard to golf carts or to the golfer, and can be reached with a pole pruner. Shrubs shall be shaped or pruned only as necessary to maintain the natural form of the plant. Stakes and ties are to be inspected monthly for correct installation and placement. When trees are stable enough and have developed sufficient caliper to stand alone, stakes and ties shall be removed. h. Pest Control: Frequent inspections of all trees and shrubs shall be done. When insect or disease organisms are detected, appropriate control measures shall be taken. 7. Irrigation System- Maintenance: Maintain entire irrigation system, except those areas of the water delivery system back flow/gate valve assemblies and main lines in good repair; functioning properly and conforming to all related codes and regulations at all times. Irrigate, as required, to maintain adequate moisture for growth rate and quality appearance. Adequate soil moisture shall be determined by visual observation, plant resiliency, turgidity, examining cores removed by soil probe, moisture sensoring devices and programming irrigation controllers accordingly. Page 32 of 36 Agreement No. 6261 a. Consideration must be given to soil texture structure, porosity, water holding capacity, drainage, compaction, precipitation rate, run off, infiltration rate, prevailing wind condition, time of day or night, type of grass, plant and root structure. This may include syringing during the day and hand watering during periods of windy weather. b, In areas where wind creates problems of spraying onto private property or road rights -of -way, the controllers shall be set to operate during the period of lowest wind velocity which would normally occur at night. C. The OPERATOR shall be responsible for monitoring all systems within the described premises and correct for: coverage, adjustment, clogging of lines, and removal of obstacles, including plant materials which obstruct the spray. d. Check systems daily and adjust and/or repair any sprinkler heads causing excessive runoff, including slope areas or which throw directly onto a roadway, paving or walkways. e, All controllers shall be inspected on a daily basis and adjusted on a weekly basis or more frequently as required, considering the water requirements of each remote -control valve (sprinkler station). A soil probe or tension -meter shall be used to determine the soil moisture content in various areas. g. OPERATOR shall observe and notice deficiencies occurring from the original design and review these findings with the OPERATOR so necessary improvements can be considered. h. OPERATOR shall repair all leaking or defective valves within twenty-four (24) hours following notification from the OPERATOR of such a deficiency. In the event of a reduction of the volume or water supplied to the golf course during peak demand periods, the priority of water distribution by OPERATOR shall be as follows: (1) Greens (2) Tees (3) Fairways (4) Other turf and landscaped areas 8. Lake Maintenance: a Edging: Growth retardant may be used on the edges to inhibit growth. Edging shall be scheduled on an as needed basis. b. Litter Control: Lakes shall be inspected on a daily basis and trash and debris shall be removed as needed. Page 33 of 36 Agreement No. 6261 9. Non -Horticultural Maintenance Related to Play on the Course: a. The OPERATOR shall be responsible for the maintenance of all tee markers, cups, flags, ball washers, trap rakes, yardage signs, benches on the Course, trash receptacles, perimeter fences (excluding range) cleat brushes, rope/stakes, distance markers, and all signs. Maintenance shall include repairing, painting, replacing, furnishing towels; and otherwise keeping these amenities in a good condition that is conducive to player enjoyment of and respect for the Course. b. Cups: During the peak growing season, cups shall be changed as needed. During this operation, inspection of the putting surface shall be made and any ball marks or other damage will be repaired. Cup placement shall conform to USGA rules and shall not be closer than a flag pin length to the edge of the green. On non -mowing days, dew shall be swept or irrigation dew cycle operated. C. Teeing Ground: All tee markers shall be moved as often as the cups are set on the greens. Litter containers shall be emptied daily. Ball washers shall be filled as necessary, and checked every Friday. d. The ball washers located around the Course shall be serviced to ensure fresh sudsy water is available. The towels for the ball washers shall be changed to ensure proper appearance and condition is maintained. e. The OPERATOR shall mark temporary hazards, out-of-bounds areas, and other course conditions as they occur or are required by tournament play. 10. Maintenance of Improvements, E ui ment etc. Not Related to Play on the Giolf Course: a. The OPERATOR shall sweep all areas of areas of the parking lots not swept by the sweeping CONTRACTOR and around the clubhouse on a weekly basis. b. The OPERATOR will be responsible for the cleanliness of the maintenance service area. The need for cleaning these will be identified during inspection tours of the Course. C. The OPERATOR will maintain clean edges on all roadways, parking lots and paths by periodic edging or spraying of plant growth, as determined by inspection tours of the Course. d. The OPERATOR will be responsible for the daily litter cleanup on all paved surfaces of the Course. e. The OPERATOR shall maintain a weed -free condition in an area one (1) foot wide on each side of the base of all fence lines on and around the Course. The OPERATOR shall be responsible for keeping all surface drain lines open and functioning. Page 34 of 36 Agreement No. 6261 11. Miscellaneous Items: a. Driving Range; Police area daily and remove litter. b. Clubhouse: Change cups on practice putting green five (5) times per week. Maintain putting green in same manner as course green; Police area and remove loose trash and debris from walks and landscaped areas. Remove dead flowers from annual flower beds and plant new ones as needed. C. Trash: Remove all trash and debris resulting from golf course maintenance as it occurs. Clean, repair and replace trash receptacles as necessary to maintain clean, safe and sanitary conditions at all times. 12. Items Not Included: The following items will be funded out of the capital improvement funds on an as needed basis. a. Acts of God Damage'. Damage to the golf course as a result of acts of God may include but are not limited to: removing silt or debris deposited by floods, earthquake, and damage from freezing. These items will be handled on an individual basis as an extra cost to be approved by Operator. b. Sgrinkler Valve and Controller Replacement: Replacement of worn-out or non - repairable valves, sprinklers or controllers shall be approved by Operator. Pump Stations: Repairs or replacements to all pumps or pump stations. d. Drainage Systems: Installing drains to resolve drainage problems caused by excessive runoff from roads or adjacent property shall be handled on an individual basis to be approved by Operator. e. Lighting Systems: Range, Course, parking lot and all exterior lighting will be the responsibility of Operator. Maintenance E ui ment.: Maintenance equipment used in the maintenance operation of the Golf Course and grounds to include mowing, raking, spraying, aerating, transportation, grinding, lifting, digging, hauling and spraying. a. Maintain shrub and ground cover plantings and lawn areas in a manner to promote health, growth and aesthetically pleasing appearance at all times. b. Maintain all trees in safe, healthy and aesthetically pleasing condition at all times, keeping adjacent turf mowed and trimmed to the trunks of trees on the golf course. Pruning of trees by OPERATOR will be to maintain a seven (7) foot clearance for golf carts and removal and corrective pruning required by fallen or broken branches. C. Control and eradicate rodents and other animal pests as necessary to prevent hazards, holes and destruction of plantings on golf course property. Page 35 of 36 Agreement No. 6261 d. Construct and/or maintain and repair as necessary surface flow lines, swales, catch -basins, grates and other drainage structures in clear, weed -free and properly functioning condition at all times. e. Observe all legal requirements and safety regulations, including special licensing requirements in the use and storage of chemicals hazardous materials, supplies and equipment at all times according to CAL -OSHA and the Los Angeles County Agricultural Commissioner. Maintain golf maintenance storage buildings and yard in a clean, orderly and safe condition at all times, conforming to all applicable laws and regulations. g. Protect golfers from injury and the golf course from damage in periods of frost, rainy weather, and other unusual conditions at all times. h. Maintain walkways, steps, handrails, header -boards and paths in a clean, edged, safe, week -free condition at all times. Maintain all fencing, netting, protective screens and fence lines in a safe, secure and aesthetically pleasing condition at all times. Maintain interior unpaved service roads in a safe usable condition at all times. k. Inspect the Golf Course Facilities frequently and report deficiencies to OPERATOR as necessary to ensure prompt repair or correction. Page 36 of 36 Agreement No. 6261 EXHIBIT K INTENTIONALLY OMITTED Agreement No. 6261 EXHIBIT L LIST OF LITIGATION, CLAIMS AND OTHER PROCEEDINGS Several public hearings were held before the City of El Segundo Planning Commission and City Council prior to the City's approval of the legislative actions and land use entitlements necessary to permit the Premises Improvements and Lessee's intended use of the Premises. Representatives of Lessee were present at each of the hearings. During the course of these public hearings, the City received numerous comments, both oral and written, expressing opposition to the project. All of these comments are a matter of public record and are equally available to Lessee. Prior to the City's final approval of the legislative actions and land use entitlements necessary for the project, the City received several pieces of written correspondence purporting to be from a group referring to itself as the "Anti-CRAAPOS" threatening to take various actions in opposition to the project. All correspondence received from "Anti-CRAAPOS" has been provided to representatives of Lessee. Subsequent to the City Council's approval of the legislative actions necessary to permit the Premises Improvements and Lessee's intended use of the Premises, a referendum petition was circulated by residents opposed to the project. However, a referendum petition was never filed with the City Clerk and the deadline for a referendum filing has passed.