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EXHIBIT 10.3
RECORDING REQUESTED BY:
AND WHEN RECORDED MAIL TO:
JAKKS Pacific, Inc.
22761 Pacific Coast Highway #226
Malibu, CA 90265
A.P.N.: 4460-005-023 Title Order No. LA0020541 Escrow No. 13917
SHORT FORM DEED OF TRUST AND ASSIGNMENT OF RENTS
THIS DEED OF TRUST, made this Twenty-Sixth day of April, 2000, between
TRUSTOR: STEPHEN BERMAN AND ANA BERMAN, HUSBAND AND WIFE AS TENANTS IN COMMON
whose address is 22761 Pacific Coast Highway #226, Malibu, CA 90265, and
TRUSTEE: First American Title Insurance Company, a California Corporation, and
BENEFICIARY: JAKKS PACIFIC, INC. a Delaware Corporation
WITNESSETH: That Trustor IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to TRUSTEE IN
TRUST, WITH POWER OF SALE, that property in the City of Malibu, Los Angeles,
California, described as:
As per legal description attached hereto and made a part hereof:
This Note is given and accepted as a portion of the purchase price.
TOGETHER WITH the rents, issues, and profits thereof, SUBJECT, HOWERVER, to the
right, power and authority given to and conferred upon Beneficiary by paragraph
10 of the provisions incorporated by reference to collect and apply such rents,
issues and profits.
FOR THE PURPOSE OF SECURING: 1. Performance of each agreement of Trustor
incorporated by reference or contained herein. 2. Payment of the indebtedness
evidenced by one promissory note of even date herewith, and any extension of
renewal thereof, in the principal sum of $1,500,000.00 executed by Trustor in
favor of Beneficiary or order. 3. Payment of such further sums as the then
record owner of said property hereafter may borrow from Beneficiary, when
evidenced by another note (or notes) reciting it is so secured.
TO PROTECT THE SECURITY OF THIS DEED OF TRUST. TRUSTOR AGREES: By the execution
and delivery of this Deed of Trust and the note secured hereby, that provisions
(1) to (14), inclusive of the fictitious deed of trust recorded in Santa Barbara
County of Sonoma County on October 18, 1961, and in all other counties on
October 23, 1961, in the book and at the page of Official Records in the office
of the county recorder of the county where said property is located, noted below
and opposite the name of such county, viz:
County Book Page County Book Page County Book Page County Book Page County Book Page
- ------ ---- ---- ------ ---- ---- ------ ---- ---- ------ ---- ---- -------- ---- -----
Alameda 435 684 Imperial 1091 501 Merced 1547 538 San Benito 271 383 Siskiyou 468 181
Alpine 1 250 Inyo 147 598 Modec 184 851 San Bermardino 5567 61 Solano 1105 182
Amador 104 348 Kern 3427 60 Mono 52 429 San Francisco A332 905 Sonoma 1851 689
Bute 1145 1 Kings 792 833 Monterey 2194 538 San Joaquin 2470 311 Stanisluas 1715 456
Calavera 145 152 Lake 362 39 Napa 639 86 San Luis Obispo 1151 12 Sutter 572 97
Colusa 296 617 Lassen 171 471 Nevada 305 320 San Mateo 4078 420 Tehama 401 289
Contra Los
Costa 3978 47 Angeles T2055 899 Orange 5889 611 Santa Barbara 1878 860 Trinity 93 366
Del Norte 78 414 Madera 810 170 Placer 895 301 Santa Clara 5336 01 Tulare 2294 275
El Dorado 568 456 Marin 1508 339 Plumas 151 5 Santa Cruz 1431 494 Tuolumne 135 47
Fresno 4626 572 Mariposa 77 292 Riverside 3005 523 Shasta 684 528 Ventura 2062 386
Glenn 422 184 Mendocino 579 530 Sacramento 4331 62 Sierra 29 335 Yolo 653 245
Humbolt 657 527 San Diege Series 2 Book 1961, Page 183887 Yuba 334 486
(which provisions, identical in all counties, are printed on page 3 of this
document) hereby are adopted and incorporated herein and made a part hereof as
fully as though set forth herein at length; that he will observe and perform
said provisions: and that the references to property, obligations, and parties
in said provisions shall be construed to refer to the property, obligations, and
parties set forth in this Deed of Trust.
In accordance with Section 2924b, Civil Code, request is hereby made that a copy
of any Notice of Default and a copy of any Notice of Sale be mailed to Trustor
at Trustor's address hereinbefore set forth, or if none shown, to Trustor at the
property address.
NOTICE: A COPY OF ANY NOTICE OF DEFAULT AND OF NAY NOTICE OF SALE WILL BE SENT
ONLY TO THE ADDRESS CONTAINED IN THIS RECORD REQUEST. IF YOUR ADDRESS CHANGES, A
NEW REQUEST MUST BE RECORDED.
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A.P.N.: 4460-005-023
Signature of Trustor(s)
/s/ Stephen Berman /s/ Ana Berman
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Stephen Berman Ana Berman
Document Date: April 26, 2000
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STATE OF CALIFORNIA )SS
COUNTY OF Los Angeles )
On April 26, 2000 before me, Patricia Ryan personally appeared Stephen Berman
and Ana Berman personally known to me (or proved to me on the basis of
satisfactory evidence) to be the persons whose names are subscribed to the
within instrument and acknowledged to me that they executed the same in their
signatures on the instrument the persons or the entity upon behalf of which
of the persons acted, executed the instrument.
WITNESS my hand and official seal.
Signature /s/ Patricia Ryan
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(SEAL)
This area for official notarial seal.
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A.P.N. 4460-005-023
DO NOT RECORD
The following is a copy of provisions (1) to (14) inclusive, of the fictitious
deed of trust, recorded in each county in California, as stated in the foregoing
Deed of Trust and incorporated by reference in said Deed of Trust as being a
part thereof as if set forth at length therein.
TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES:
(1) To keep property in good condition and repair; not to remove or demolish
any building thereon; to complete or restore promptly and in good and
workmanlike manner any building which may be constructed, damaged or
destroyed thereon and to pay when due all claims for labor performed and
materials furnished therefore; to comply with all laws affecting said
property or requiring any alterations or improvements to be made thereon;
not to commit or permit waste thereof; not to commit, suffer or permit any
act upon said property in violation of law; to cultivate, irrigate,
fertilize, prune and do all other acts which from the character or use of
said property may be reasonably necessary, the specific enumerations herein
not excluding the general.
(2) To provide, maintain and deliver to Beneficiary fire insurance satisfactory
to and with loss payable to Beneficiary. The amount collected under any
fire or other insurance policy may be applied by Beneficiary upon
indebtedness secured hereby and in such order as Beneficiary may determine,
or at option of Beneficiary the entire amount so collected or any part
thereof may be released to Trustor. Such application or release shall not
cure or waive any default or notice of default hereunder or invalidate any
act done pursuant to such notice.
(3) To appear in and defend any action or proceeding purporting to affect the
security hereof or affect the security hereof or the rights or powers of
the Beneficiary or Trustee: and to pay all costs and expenses, including
cost of evidence of title and attorney's fees in a reasonable sum, in any
such action or proceeding in which Beneficiary or Trustee may appear, and
in any suit brought by Beneficiary to foreclose this Deed.
(4) To pay: at least ten days before any delinquency all taxes and assessments
affecting said property, including assessments on appurtenant water stock;
when due, all encumbrances, charges and liens, with interest, on said
property or any part thereof, which appear to be prior or superior hereto;
all costs, fees and expenses of this Trust. Should Trustor fail to make any
payment or to do any act herein provided, then Beneficiary or Trustee, but
without obligation so to do and without notice to or demand upon Trustor
and without releasing Trustor from any obligation hereof, may: make or do
the same in such manner and to such extent as either may deem necessary to
protect the security hereof, Beneficiary or Trustee being authorized to
enter upon said property for such purposes; appear in and defend any action
or proceeding purporting to affect the security hereof or the rights or
powers of Beneficiary or Trustee; pay, purchase, contest or compromise any
encumbrance, charge or lien which in the judgement of either appears to be
prior or superior hereto; and, in exercising any such powers, pay necessary
expenses, employ counsel and pay his reasonable fees.
(5) To pay immediately and without demand all sums so expended by Beneficiary
or Trustee, with interest from date of expenditure at the rate called for
in the note secured hereby, or at the amount allowed by law at date of
expenditure, whichever is greater, and to pay for any statement provided
for by law in effect at the date hereof regarding the obligation secured
hereby any amount demanded by the Beneficiary not to exceed the maximum
allowed by law at the time when said statement is demanded.
(6) That any award of damages in connection with any condemnation for public
use of or injury to said property or any part thereof is hereby assigned
and shall be paid to Beneficiary who may apply or release such moneys
received by him in this same manner and with the same effect as above
provided for disposition of proceeds of fire or other insurance.
(7) That by accepting payment of any sum secured hereby after its due date,
Beneficiary does not waive his right to require prompt payment when due of
all other sums so secured or to declare default for failure so to pay.
(8) That at any time or from time to time, without liability therefore and
without notice, upon written request of Beneficiary and presentation of
this Deed and said note for endorsement, and without affecting the personal
liability of any person for payment of the indebtedness secured hereby,
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Trustee may: reconvey any part of said property; consent to the making of
any map or plat thereof; join in granting any easement thereon; or join in
any extension agreement or any agreement subordinating the lien or charge
hereof.
(9) That upon written request of Beneficiary stating that all sums secured
hereby have been paid, and upon surrender of this Deed and said note to
Trustee for cancellation and retention and upon payment of its fees.
Trustee shall reconvey, without warranty, the property then held
hereunder.. The recitals in such reconveyance of any matters or facts shall
be conclusive proof of the truthfulness thereof. The grantee is such
reconveyance may be described as "the person or persons legally entitled
thereto." Five years after issuance of such full conveyance, Trustee may
destroy said note and this Deed (unless directed in such request to retain
them.)
(10) That as additional security, Trustor hereby gives to and confers upon
Beneficiary the right, power and authority, during the continuance of these
Trusts, to collect the rents, issues and profits of said property,
reserving unto Trustor the right, prior to any default by Trustor in
payment of any indebtedness secured hereby or in performance of any
agreement hereunder, to collect and retain such rents, issues and profits
as they become due and payable. Upon any such default, Beneficiary may at
any time without notice, either in person, by agent, or by a receiver to be
appointed by a court, and without regard to the adequacy of any security
for the indebtedness hereby secured, enter upon and take possession of said
property or any part thereof, in his own name sue for or otherwise collect
such rents, issues and profits, including those past due and unpaid, and
apply the same, less costs and expenses of operation and collection,
including reasonable attorney's fees, upon any indebtedness secured hereby,
and in such order as Beneficiary may determine. The entering upon and
taking possession of said property, the collection of such rents, issues
and profits and the application thereof as aforesaid, shall not cure or
waive any default or notice of default hereunder or invalidate any act
pursuant to such notice.
(11) That upon default by Trustor in payment of any indebtedness secured hereby
or in performance of any agreement hereunder, Beneficiary may declare all
sums secured hereby immediately due and payable by delivery to Trustee of
written declaration of default and demand for sale and of written notice of
default and of election to cause to be sold said property, which notice
Trustee shall cause to be filed for record. Beneficiary also shall deposit
with Trustee the Deed, said note and all documents evidencing expenditures
secured hereby. After lapse of such time as may then be required by law
following the recordation of said notice of default, and notice of sale
having been given as then required by law, Trustee, without demand on
Trustor, shall sell said property at the time and place fixed by it in said
notice of sale, either as a whole or in separate parcels, and in such order
as it may determine, at public auction to the highest bidder for cash in
lawful money of the United States, payable at time of sale. Trustee may
postpone sale of all or any portion of said property by public announcement
at such time and place of sale, and from time to time thereafter may
postpone such sale by public announcement at the time fixed by the
preceeding postponement. Trustee shall deliver to such purchaser its deed
conveying the property so sold, but without any conveyant or warranty,
express or implied. Te recitals in such deed of matters or facts shall be
conclusive proof of the truthfulness thereof. Any person, including
Trustor, Trustee, or Beneficiary as hereinafter defined, may purchase at
such sale. After deducting all costs, fees and expenses of Trustee and of
the Trust, including cost of evidence of title in connection with sale,
trustee shall apply the proceeds of sale to payment of: all sums expended
under terms hereof, not then repaid, with accrued interest at the amount
allowed by law in effect at the date hereof; all other sums then secured
hereby; and the remainder, if any, to the person or persons legally
entitled thereto.
(12) Beneficiary, or any successor in ownership of any indebtedness secured
hereby, may from time to time, by instrument in writing, substitute a
successor or successors to any Trustee named herein or acting hereunder,
which instrument, executed by the Beneficiary and duly acknowledged and
recorded in the office of the recorder of the county or counties where said
property is situated, shall be conclusive proof of proper substitution of
such Trustee or Trustees, who shall, without conveyance from the Trustee
predecessor, succeed to all its title, estate, rights, powers and duties,
must contain the name of the original Trustor, Trustee and Beneficiary
hereunder, the book and page where this deed is recorded and the name and
address of the new Trustee.
(13) That this Deed applies to, insures to the benefit of, and binds all parties
hereto, their heirs, legatees, devisees, administrators, executors,
successors and assigns. The term Beneficiary shall
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mean the owner and holder, including pledges, of the note secured hereby,
whether or not named as Beneficiary herein. In this Deed, whenever the
context so required, the masculine gender includes the feminine and/or
neuter, and the singular number includes the plural.
(14) That Trustee accepts the Trust when this Deed, duly executed and
acknowledged, is made a public record as provided by law. Trustee is not
obligated to notify any party hereto of pending sale under any other Deed
of Trust or any action or Proceeding in which Trustor, Beneficiary or
Trustee shall be party unless brought by Trustee.
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