lme record and return to: Paul anpell, Esq. Suite 202 125 Worth Avenue Palm Beach, FL 33480-4466 DEED OF AND PRESERVATION EASEMENT FROM DWD J. TRUNIP To NATIONAL TRUST TORIC PRESERVATION IN THE STATES 63% DEED OF CONSERVATION AND PRESERVATION EASEMENT FROM DONALD J. TRUMP TO NATIONAL TRUST FOR HISTORIC PRESERVATION IN THE UNITED STATES 0 W15. ?35) (not part of the Deed) a? I C: l. purpose I a 13$ to Maintain@ 5 2 1 In General 2.2 Prohibited Ami: 1 a 3. Af?rmative Rights ofGrantce ?g 6 Acts Beyond Grantor's Con? 8 3 I .2 Cumpliance Certi?cates 9 Access for Viewing and Study IQ GNU. 833 3/21/95 SR8 3691 P5- Grantor?s Rights Rights Not Requiring Further Approval by Grantee .2 Conditional Rights Requiring Approval by Grantee Raginw of Grantor's Proposals ?nally Damage or Destruction 8. Costs.@ies, and Taxes 8.1 E?ent Costs 8.2 In gamma Insurance i 10. Assignment by Grantee? ll. Extinguishment 10.] In General 0 10.2 Grantor's Right to ssignment I Limitations on Amendment @a 12.1 Percentage Interests 12.2 Condemnation .6 7&6: RAGE 13. General Provisions Controlling Law Construction Severability Entire Agreement Successors Transfers by Granlor Signature Page EXHIBIT A EXHIBIT EXHIBIT EXHIBIT OE CONSERVATION AND PRESERVATION EASEMENT THIQ TDEED OF CONSERVATION AND PRESERVATION EASEMENT is made by DONA RUM P, a resident of New York, who with his successors in title to all or any portion of the as hereinafter de?ned is herein referred to as "Grantor," in favor of the NATIONAL TRU HISTORIC PRESERVATION IN THE UNITED STATES, a non-pro?t charitable corp a chartered under an Act of Congress, 16 U.S.C. Section with a business ad@t 1785 Massachusetts Avenue, N.W., Washington, 20036, herein referred to as "Grante Union Labor Life Insurance Company, with a business address at 111 Massachuset ue, N.W., Washington, DC 20001 herein referred to as "Lender." a - WHEREAS, Grantor is the owner in fe Mar-a-Lago (the "Preperty?) in the Town of Palm Beach County, Florida, totalling l7 acres more or less, more particularly described in bit A, attached hereto and incorporated herein by this reference; and SIS 3/21/95 I WHEREAS. Mar-a-Lago is listed in the United States Department of the Interior's National Register of Historic Places and has been declared by the Secretary of the Interior to be of national signi?cnnee and designated by Act of Congress as a National Historic Landmark; and REAS, Mar-a~Lago is regularly viewed by thousands of residents of Palm Beach urists to the Palm Beach area, from Ocean Boulevard, from Lake Worth, and Boulevard Bridge; and . many features of Mar-a~Lago, hereinafter collectively the "Critical Features," morcw Cindy described in Exhibit B, attached hereto and incorporated herein by this reference, incgigthe main house (the "Mansion") and a number of rooms therein, certain of the surrounding st and improvements, and vistas Mm Mansion, possess significant architectural, historic, 5c pen space values of great importance to Greater, to Grantee, and to the people of the Town Beach, the State of Florida, and the United States of America; and WHEREAS, additional stm@in those portions of the Property not included within the Critical Features may adversely im z" 1 architectural, historic, scenic, and 013311 Space values of the Critical Features; and 0 WHEREAS, the specific architectural, cenie, and open space values of the 1' Critical Features are documented in a report, a to be kept on file at the of?ces of each of Grantor and Grantee and incorporated herein by tee, which documentation ("Baseline Documentation") the parties agree provides an te representation of the Critical Features and the Property as of the effective date of this gra which is intended to serve as an objective information baseline for monitoring compliane terms of this grant. In the event of any discrepancy between the counterparts produced, the counterpart retained by Grantee shall control; and WHEREAS, the Baseline Documentation shall consist of the following: Historic American ildings Survey No. FLA-195, by the National Park Service's Of?ce of Archeology servation; by Clarion Associates, 111e,, Decker and Kemp i? (1991); - - in 12km by Eu?wmnce, Joseph B. Pollock, Jr. and Paul Rampell, Esq. (1993), as the same may be amende (lime to time (the "Plan"), including all references in the Bibliography included therein; 1 alue ratio referenced in paragraph and a comprehensive photographic survey of Mar-a-Lago ntee; and WHEREAS, GHQ s. as owner of the Property, to convey to Grantee the right to preserve and protect the Critical urea in perpetuity; and ub WHEREAS, Grantee is iicly supported, tax-exempt, non-pro?t organization whose . icipation in the preservation of sites, buildings, and I unalions of sites, buildings and objects signi?cant in the history and culture of the United Sta WHEREAS, Grantee represents that ?quali?ed conservation organization," as that term is de?ned in Section 170(h) of the Int evenue Code of 1986, as amended, and the regulations thereunder (the "Code"); and WHEREAS, Grantee has received a letter from th at Revenue Service, dated October 20, 1970, on ?le at the of?ces of Grantee, to the ef@t Grantee is not a private foundation within the meaning of Section 509(a) of the Cod@ 3 A 3.591 i? if fl .- "o WHEREAS, Grantor and Grantee recognize the architectural, historic, scenic, and open character of the Critical Features, and have the common purpose of the conservation, preservation. and protection in perpetuity of the Critical Features throngh the use of restrictive with the transfer from Grantor to Grantee of af?rmative rights for the protection of ores, intending the grant of such restrictive covenants and rights to qualify as a qualii' Qation contribution" as that term is de?ned under Section l70(h)(2)(C) of the 0 WI lERll?fj?mtor and Grantee shall use all reasonable efforts to make any determinations tha re essary'or are contemplated to be made by them (either separately or jointly) under this Ens as hereinafter de?ned) and shall cooperate with one another and shall take all other reason it suitable to that end; and WHEREAS, Grantee aluate Grantor?s requests under this Easement based on its good faith exercise ofprofessio jud ment; NOW, THEREFORE, KNO MEN BY THESE PRESENTS, in consideration of the above and the mutual covenants, te ditions, and restrictions contained herein, and pursuant to Section 170(h) of the Code an \lyicuvgof the State of Florida, in particular Section 704-05, Grantor hereby volu@?s and conveys to Grantee and its successors and permitted assigns aWchation easement {the "Easement": in "?53 We perpetuity with respect to the Critical Features and ?Qatar of the nature and character and to the extent hereinafter set forth. Grantor herein declares Property shall be held, transferred. sold, conveyed, used, and occupied subject to ?@nants, conditions, restrictions, and easements hereinafter set forth, which covenants, eondi 'ctions, and easements -4- Eib?if?l shall constitute restrictive covenants and shall be deemed to run with the land in perpetuity and to burden the Critical Features and the Property in perpetuity. . It is the purpose of this Easement to assure that the Critical Features I to the provisions of paragraphs 5, 6, and 7: Grant agrees at all times to maintain the Critical Features in substantially the form and condition existinge effective date of this Easement as documented in the Baseline Documentation- Grantor's@ation to maintain shall require replacement, rebuilding, 9 repair, and reconstruction by GranIOr t?hg reasonably necessary to preserve the Critical Il?l?dh- Features in substantially the form and con farm with substantially similar materials, and, as 1: appropriate, with substantially similar plmtinMioo, and natural screening, to Lhat include the obligation to keep the landscape and [loxgetable beds regularly tended, lawns mowed, and vegetation pruned and cutback as nee and the Property protected @524 existing on the effective date of this Easement. @s obligation to maintain shall also against erosion from Lake Worth. All maintenance, repair, rehabilitation, or other work performed on the Critical Features shall be performed strictly according to the (36 CFR 67) of the United States Department of the same may be amended from time to time (the "Standards for Rehabilitation"). . The following acts or uses are expressly forbidden on, demolition, removal, or razing the Critical Features except as otherwise 0 regulated or parting; in this Easement; M. constructing or erecting new buildings and structures within and upon such areas de?ned and des Critical Features, including by example but not limited to satellite receiving dishes, eampinQ odations, mobile homes, and permanent structures, except for temporary purposes pursuant to -: raph hereof; diSplayini;r placing signs, billboards, or advertisements on the Preperty- and its Critical Features except as 5 My provided at paragraph 3(e) hereof and to identify the Property or its owner; and dumping ashes, tras 9dr any other or offensive materials on the Property, except the temporary storage @memted by permitted activities and uses at the Property is permitted, . ants the following rights to Grantee: to prevent Grantor or third persons (whether or not claiming by, through, or under Grantor) from conducting any activity or use with respect to the Critical Features that is inconsistent with the purpose of this Basement, and to require of Grantor or third persons the or the restoration to the extent practicable, of such Critical Features that may be inconsistent activity or use; upon fourteen (14) days? prior notice to Grantor, and without unreasonably interfering twantor's use and quiet enjoyment of the Propeny as restricted by this Easement, to enter upon mayng at reasonable times and in a reasonable manner in order to monitor Grantor?s complimth and otherwise enforce the terms of this Easement, and further provided that in the a@of evidence which gives Grantee a reasonable basis to believe there has been deterioration of%on Rooms, as the Mansion Rooms are identi?ed in Exhibit B, or a violation of the provisio of this Easement with respect to the Mansion Rooms (which evidence shall be made availab rantor), inspection of the interior of the Mansion shall occur not more often than annually ti 5 mutually agreed upon by Grantor and Grantee. The rights granted in this paragraph 3(b) 5 - rally be exercised by Grantee's employees, members of Grantee's Board of Trustees, a Ecrs of Grantee's Board of Advisors but may be delegated to Grantee's contractors and to 1' any organization quali?ed under Section l70(h) of the Code as a "qualified conse @rganizalion" and quali?ed under the laws of the State of Florida as an organization eligib ve this Easement directly. Notwithstanding the provisions of the preceding sentence?gmion under this paragraph 3(b) to agents, trustees, and employees of the Preservation Foundat' alm Beach, Inc., or the Palm Beach Civic Association, lnc., or their successor during 5 Donald J. Trump is living 5 -7- and not uncle egal disability is the owner of the Preperty or all of, or a majority interest in, any entity which then is the owner of the Prepcny, shall be subject to the prior written approval of Donald J. Trump, which approval may be withheld at the sole discretion of Donald J. Trump; (0) to enforce this Easement in the case of breaches by Grantor or by third pers (w or not claiming by, through, or under Grantor) by appropriate legal proceed @providing Grantor with at least sixty (60) days' notice and opportunity to cure; to obtain injunctive and other equitable relief against any violations, . . . 0 including itation relief requiring removal of offending structures and vegetation and other restoration Critical Features to the condition that existed prior to any such violation (it being agreed that 8@ will have no adequate remedy at law). In the event Grantee seeks legal, injunctive, or othe relief, Grantee shall not be required to post bond and Grantee shall not be required to demo snag; irreparable harm or injury to secure such legal, injunctive, or other equitable relief; to Secure, pe@on?nn. and foreclose any lien authorized under this on the exterior and interior of the Mansion or t. on the Property, each of which shall not exceed 24 inches by 24 inches in size, with notic historic and architectural signi?cance of the Property and its structures and the existence of location and Preservation Easement. 3.1 . Nothin@ained in this Easement shall be construed to entitle Grantee to bring any action against Grar@ any injury to or changes in crew ti '1 In the Critical Features or the Property resulting from causes beyond Grantor?s control, including, without limitation, acts of tre5passers, ?re, ?ood, Windstorm, hurricane, earth movement, and tree disease, or from any prudent action taken by Grantor under emergency conditions to prevent, abate, or 'gate signi?cant injury to the Critical Features or the Preperty resulting from such standing the foregoing, nothing herein shall preclude Grantor?s and Grantee's rights to 9y third party for damages to the Critical Features or the Property from vandalism, s, or any violation of the terms of this Basement. 0 3.2 mates. Upon request by Grantor, Grantee shall within thirty (30) days execute a del' er to Grantor at Grantor's request a written document, including an estoppcl certi?cate or anee certificate, substantially in the form of Exhibit C, attached heret rporated herein by this reference, to certify to the best of Grantee's knowledge Grantor's iance with any obligation of Grantor contained in this Easement, or otherwise to evict: the status of this Easement to the extent of Grantee's knowledge thereof. . portion of the Property is conveyed by this Easement, except as eitpressly provided in 15h 3 and this paragraph 4. 4.1 533mm I hereby agrees to hold open the Property under the following terms and conditions: Grantor hereby agrees to hold @Q?operty (not including the interior oi' the Mansion) to viewing by not more than 100 visitorsmhe public (who otherwise have no legal ownership or use rights with respect to the Propertay each year. ?24 ItGreater hereby further agrees to hold open the Property, including the interior of the Mansion, not less than one additional day each year to viewing by not more than twenty (20) visitors (who otherwise have no legal ownership or use rights with respect to the Property each visit, for the purpose of viewing and studying the historic and architectural ehara eris the Property. 9 Grantor agrees not to obstruct the view of the Mansion from Ocean Boulevard. @onh, and the Southern Boulevard Bridge. . The following rights, uses, and activities of or by rant n, over, or under the Pmperty are permitted by this Easement and by Grantee withoifurther approval by Grantee: the right to . - those acts or uses permitted by statute or regulation that are not eXpressly pro 30 regulated by this Easement; the right to perform by, and engage in those uses of the Property it ?rcise the rights and privileges contemplated the Plan and by the Declaration of Use Agreement (the "Declaration") dated August 10, letween the Town of Palm Beach, The Mar-a-l.ago Club. Inc.. and Grantor, recorded in the weeds of Palm Beach County, Florida, in Of?cial Record Book 7933, Page 22, as the ?@101 the Declaration may be amended from time to time, provided that such uses are oi?cally prohibited or -IO- regulated by this Easement, and (ii) such amendment(s) to the Plan and/or Declaration are not inconsistent with the purpose of this Easement; pursuant to the provisions of paragraph 2.1, the right to maintain and 'tical Features strictly according to the Standards for Rehabilitation. As used in this the right to maintain and repair shall mean the use by Grantor of in-kind Sis, applied with workmanship comparable to that which was used in the construction plication of those materials being repaired or maintained, for the purpose of retaining in goo ion the appearance and construction of the Property. The right to maintain and repair as us in this paragraph 5.1(c) shall not include the right to make changes in appearance, materials, and workmanship from that existing prior to the maintenance and . repair, after co 'on with Grantee before construction of the modi?cations has commenced, the right to me 1 Critical Features as necessary to conform to the Code of Ordinances of the Town of Palm vided that such modi?cation is not in response to a request or application by Grantor to the Palm Beach to replace, alter, remodel, rehabilitate, enlarge, or remove, or change materials, or colors of, any of the Critical Features (collectively, an "alteration @cal Features"), or (ii) for a change in the use of the Preperty that would require an airmail/@e Critical Features; subject to the preservation of Vistas, as the Open Vistas are identi?ed in Exhibit B, the right to restore. enhance, upg@r alter from time to time the golf @r course and putting green, identi?ed in Exhibit and Eli-19'} F's- the right to erect reasonably necessary temporary structures in connection with any permitted activities at or on the Property. malhy?mnme. The following rights, tivities of or by Grantor on, over, or under the Property are permitted by this with the prior written approval of Grantee, which approval may be withheld or ?ntee's sole discretion: subject to the provisions of paragraph 6, the right to replace, alter, remodel, rehabiwenlarge, or remove, and change the appearance, materials, topography, and colors of, any of @imi Features; to the provisions of paragraph 6, the right to construct new permanent structures on rtions of the Property that are not attached to, a part of, or contained within the Criticares, including but not limited to appurtenant docks or wharves, and additions thereto; and subject to th?sions of paragraph 6, the right to divide or subdivide the Property. 6. lmconnection with the conditional rights reserved under paragraphs 5.2 and 7, Granto Wit to Grantee for Grantee's approval two copies of information (including plans, speci?ea @d designs when appropriate) identifying the proposed activity with reasonable Specificity. In It therewith, Grantor shall also submit to Grantee a timetable for the preposed activity so to permit Grantee to monitor such activity, and shall notify Grantee in Writing of any ch the timetable. Within 30 (thirty) days of Grantee's receipt of any plan or request for @rwnden Grantee shall a certify in writing that it approves the plan or request, or it disapproves the plan or request as submitted, in which case Grantee shall provide Grantor with written suggestions for modification or a written explanation for Grantee?s disapproval. Grantor may resubmit to Grantee 'sed information (including plans, speci?cations, and designs when appropriate) that by Grantee NEW or request as submitted and to permit Grantor to undertake the proposed activity in accord with the plan or request submitted. In exercising review authority, Grantee shall apply the Stand Rehabilitation. With respect to new proposed permanent structures on those portions of the IE at are not attached to, a part of, or contained within the Critical Features, Grantee's uthon'ty shall be limited to considerations of size, scale, color, and architectural features :5 cse may physically or visually impact the Critical Features. h. Notwithstanding any other provision herein to the contrary, in the event of damage ction to the Critical Feamres, in whole or in part, caused by ?re, ?ood, windstonn, hurrican movement, or other casualty: Grantor and Grante on plans and specifications for rehabilitation, restoration, removal, or replacem Critical Features in accordance with the provisions of paragraph 6, and Grantor shall pay the ch rehabilitation or other work, but in no event shall Grantor be liable for an amount excee in amount of the casualty insurance. proceeds recoverable by Grantor as a result of such damage motion; or (ii) Grantor and Grantee may agree that the purpose of this Easement has brawn] impossible to accomplish If? {1 8691 F: and may join in an action to extinguish this Easement in whole or in part, subject to the provisions of paragraph 12. substantially destroyed by casualty damage or destruction as determined and Notwithstanding any other provision herein, in the event that the Mansion ntor and Grantee, Grantor shall have no obligation to rebuild the Mansion. In and Grantee herein agree to join in an action to extinguish this Easement, . Grantor retains all responsibilities and shall bear all costs and liabilities of elated to the ownership, operation, upkeep, and maintenance of the Property, including the maiF nance of general liability insurance coverage as set forth in paragraph 9 below, eXCept as far in paragraph 8.1 with respect to the payment of enforcement costs. 8.1 Enforcement?osts. IQ Easement, the prevailing party shall be ent' architectural, engineering. and expert witness@sbursements In the event Grantee is entitled to such costs of suit, such costs, until dis shall constitute a lien on the Property with the same effect and priority as a construction ii 3-9- Grantor hereby agrees mnify, hold harmless, and defend tion with any action to enforce the terms of this (Qsts of suit, including reasonable attorneys?, at its own cost and expense, Grantee, its agents, trustees, s, and independent from and against any and all claims, liabilities, costs, damages, losses, and 3b?? it expenditures (including reasonable attorneys' fees and disbursements hereafter incurred) arising out of or in connection with injury to or the death of any person, or physical damage to the Property, or other injury or other damage occurring on or about the Preperty, unless such injury or dame aused by Grantee or any agent, trustee, employee, or contractor of Grantee. If any action ding shall be brought against Grantee or any agent, trustee, employee, or . . . contracto ntee, based upon any such claim, and if Grantor, upon notice thereof from Grantee, shawubse suah action or proceeding to be defended at Grantor?s expense by counsel satisfactory to Grantor shall not he required to indemnify Grantee, or any agent, trustee, employee, or contractor Grantee, for additional attorneys' fees and disbursements in connection with such a proceeding- In the event Grantor is required to indemnify Grantee, the amount of so :1in shall constitute a lien on the Property with the same effect and priority as a construction lig? 9. mm. Grantor a rantor's sole expense shall keep those portions of the interior and exterior of the Mansion erty Manager's Complex identi?ed as Critical Features insured against loss from ?re asualties, including extended coverage and all risk insurance, with change in condition an ordinance coverage, in form and amount suf?cient in all events to replace fully the dam teat Features without cost or expense to Grantor or contribution or coinsurance from Gran?1e balance of the Mansion and Property Manager's Complex shall be kept insured against los ?re and other casualties as would commonly be covered in connection with historic proper@e Town of Palm Beach under Florida standard ?re and extended coverage policies in an at@ on] to their fair market values. All such insurance shall provide for at least thirty (3 ticc to Grantee before .15- cancellation or material change by the insurance carrier. Grantor shall deliver to Grantee, within ten (10) business days of Grantee's written request therefor, certi?cates of such insurance coverage. - The bene?ts of this Basement shall be in gross. This Easement shall be assignable provided that as a condition of any assignment, Grantee requires that the purpose o??iasement continues to be carried out; and the assignee, selected by Grantee in its sole di at the time of assignment quali?es under Section 17001) of the Code as a "qualified con organization" and quali?es under the laws of the State of Florida as an eligible doneegceive this Easement directly. Notwithstanding the provisions of the preceding sentence, assign@nder the provisions of this paragraph 10.] to the Preservation Foundation of Palm nc., or the Palm Beach Civic Association, Inc., or their successors, during such time as Donal . mp is living and not under legal disability and is the owner of the Property or all of, or a majo ea} in, any entity which then is the owner of the Property, shall be subject to the prior writter@%f Donald J. Trump, which approval may be withheld at the sole discretion of Donald J. @Nithnut limiting Grantee?s discretion under this paragraph 10.1, Grantee agrees to notify writing at least sixty (60) days prior to any assignment or proposed assignment of this at under this paragraph 10-2 the provisions of paragraph 10.1, Grantor may submit to Grantee a request fo ent of this Easement to a ENE 86:1? 1 L's- "quali?ed conservation organization," as that term is de?ned in Section 17001) of the Code, designated in writing by Grantor. After Grantee?s written approval of such rcduest for assignment, which approval may be withheld in Grantee?s sole discretion, Grantee as as ill assign by recorded instrument substantially in the form of Exhibit D, attached orated herein by this reference, all the right, title, and interest of Grantee under d?ether with the original total of those ?tnds, excluding accrued eamings, if any, transferred tee by Grantor as an easement administration endowment fund pursuant to a letter dated MawfiQQ??l, from Grantee to Greater, less any amounts expended by Grantee directly in connemith its administration of this Easement, all of which funds shall be separately accounted@0mntee). The instrument of assignment shall contain provisions whereby the assignee a accepts assignment, expressly represents that it is quali?ed to accept assignment under the endgame of this paragraph 10.2 (which conditions will be incorporated in their entirety in instrument of assignment), and assumes the obligations on the part of Grantee to be performed un@s Easement. The right to request assignment reserved in this paragraph 10.2 shall be exerci ly by Donald J. Trump during such time as Donald J. Trump is living and not under any legal itgtand is the owner of the Property or all of, or a majority interest in, any entity which then i of the Property; and not be exercisable if Grantor has received written notic rantee of a claimed violation of the terms of this Easement and such matter remains car if there is a judicial action or proceeding (brought by Grantee) pending against Grantotgaforce the terms of this Easement. a ll. If circumstances arise under which an amendment to or modi?cation of this Easement would be appropriate, Grantor and Grantee may by mutual ment jointly amend this Easement, provided that no amendment shall be made that ffect the quali?cation of this Easement or the status of Grantee under any including Sections 170(h) and 5m of the Code and the laws of the State of Florida. now amendment shall be consistent with the purpose of this Easement; shall not affect its perpetWh-aion; shall not permit any private inurement to any person or entity; and shall not adversel pact the overall architectural, historic, scenic, and open space values protected by this Ens Any such amendment shall be recorded in the Public Records of Palm Beach County, Fla ing in this paragraph shall require Grantor or Grantee to agree to any amendment or to con egotiate regarding any amendment. 12. . 't circumstances arise in the future that render the purpose of this Easement impossible or imprat@1 accomplish, this Easement can be terminated or extinguished, whether with reSpect to . rt of the Critical Features or the Pmperty, only by judicial proceedings brought by Grantor or ?n a court of competent jurisdiction. Unless otherwise required by applicable law at the ti vent of any sale of all or a portiOn of the Property (or any other property received in conn an exchange or involuntary conversion of the Preperty) after such termination oltment. and after the satisfaction of prior claims and net of any costs or expenses associated tv? ch sale, Grantor and Grantee shall divide the proceeds from such sale (minus any amount attrt to the value of improvements made by Grantor after the effective date of this Easement, - out is reserved to Grantor) 48- $3 {ti-E: BRE- an in accordance with their respective percentage interests in the fair market value of the Property, as such percentage interests are determined under the provisions of paragraph 12.1, adjusted, if necessary, to re?ect a partial termination or extinguishrnent of this Easement. All such proceeds received Grantee shall be used by Grantee in a manner consistent with Grantee's primary purp es. paragraph shall survive any extinguishment of the Easement and, in the event of extingui ?intended to constitute a lien against the Property. 12.] For purposes of allocating proceeds pursuant to this paragraph 12, tl??hi? hereto stipulate that as of the effective date of this grant the Easement and the restricted mercy in the Property each represent a percentage interest in the fair market value of the Said percentage interests shall be determined by the ratio of the value of the Easement on ive date of this grant to the value of the Property, without deduction for the value of th Eas em, on the effective date of this grant. The values on the effective date of this grant shal?ose values prescribed by federal regulation, including the value allowed as a deduction for fe@rcome tax purposes attributable to this Easement. The vith the Baseline Documentation (on ?le at itch values, if necessary, to re?ect any ?nal parties shall include the ratio of those Grantor?s and Grantee?s of?ces) and shall determination thereof by the lntemal Revenu court of competent jurisdiction. For purposes of this paragraph, the ratio of the value ~asement to the value of the Property unencumbered by the Easement shall remain const percentage interests of Grantor and Grantee in the fair market value of the Property thereCEbten't-rinable shall remain constant. 12.2 ?untLemnaticu. if all or any part of the Pro taken under the power of eminent domain by public, corporate, or other authority, or acquired by such authority through a purchase in lieu of a taking. Grantor and Grantee shall respectively be entitled to compensation in accordance with their reSpective percentage interests in the fair market value of the Property, as determined under the provisions of paragraph 11m. The interpretation and performance of this Easement shall be 0 governed by th fthe State of Florida. . Any general rule of construction to the contrary notwithstanding, this Easement shall ed broadly to effect the purpose of this Easement and the policy and purposes of Grantee- ovision in this instrument is found to be ambiguous, an interpretation consistent with the rpose of this Easement that would render the provision valid shall be favored over any inteon that would render it invalid. 13.3 If an {ion of this Easement or the application thereof to any person or circumstance is found to be remainder of the provisions of this Easement shall not be affected thereby. 13.4 This inst fo?h the entire agreement of the parties with respect to the Basement and supersedes all peussions, negotiations, understandings, or agreements relating to the Easement, all of which@?ged herein. No alteration or variation of this instrument shall be valid or binding unle@tained in an amendment that @a complies with paragraph 1 . -20- l3.5 51mm. The covenants, terms, conditions, and restrictions of this Easement shall be binding upon and inure to the bene?t of the parties hereto and their respective personal representatives, heirs. successors, and assigns and shall continue as a servitude running in ith the Property, provided that any owner of the Property is not responsible for terms hereof that occur after that owner ceases to have any ownership interest in . Grantor agrees to incorporate by reference the terms of 0 this Easement ichd or other legal instrument by which Grantor transfers any ownership or possessory intereme Property. Grantor further agrees to give written notice to Grantee of the proposed transfer of @h interest at least sixty (60) days prior to the date of such transfer. The failure of Grantor to - . act required by this paragraph shall not impair the validity of this Easement or limit its ability in any way. 13.? Ms. Any nademand, request, consent, approval, or communication that either party desires or is required the other shall be in writing and either served personally or sent by ?rst class mail, To Grantor: -r onald J. Trump mp Organization venue, 261h Floor NY 10022 With a copy to: mall, Esq. tephen J. Small, Esq. To Grantee: With a copy to: General Counsel National Trust for Historic Preservation in the United States 1785 Massachusetts Ave, NW. Washington, DC. 20036 or to sue] address as any of the above parties from time to time shall designate by written notice to rs. 13.8%. Grantor and Grantee intend that the restrictions arising hereunder take eicht on ?nk? ld year this DEED 0F CONSERVATION AND PRESERVATION EASEMENT is recorded the Public Records of Palm Beach County, Florida, after all required signatures have been a ereto. Grantee may re-record this instrument at any time as may be required to preserve its ri Wis Easement. Grantor shall cause this Easement to be recorded in the Public Records of Palm County, Florida, as soon as administratively possible after all required signatures have been (1 hereto. Grantee shall be provided the original recorded Easement; Grantor shall retain a co recorded Easement. 13.9 mm. Lender older of a Note secured by a mortgage dated Nit" and recorded in wgord Book Page ii, of the Public Records of Palm Beach County, Florida (the which subjects the Property to Lender's lien. Lender hereby consents to the tern .. of this DEED OF CONSERVATION AND PRESERVATION agrees that the lien represented by the Mortgage shall be Subject and subordinate to the inte@weyed by this DEED OF CONSERVATION AND PRESERVATION effect as if this DEED OF CONSERVATION AND PRESERVATION BASEMENT had been executed, delivered, and recorded immediately prior to the execution, delivery, and recording of the Mortgage. TO HAVE AND TO HOLD, the said Conservation and Preservation Easement, unto the said Grant and its successors and permitted assigns forever. This DEED OF CON RV AND PRESERVATION BASEMENT may be executed in several counter-p 6} each party on a separate counterpart, each of which when so executed and delivered dawn original, but all of which together shall constitute one instrument. 0 TN WITN EREOF, Grantor, Grantee, and Lender have set their hands under seal on the days and ye et below. Signed, sealed and de i use 9M Signature of Witnr?? Date Signature of Witness Printed Name of Witness ACCEPT 5 NATIONAL FOR HISTORIC UNITED STATES Hard] 30 um- 11?: President Date LENDER hereby join th Deed Solely for the purpose of consenting to SeetioQ hereof UNION LABOR LIFE IN .- CE COMPANY By: 13;; 11.5: -1- STATE or ?native COUNTY OF 9?th scam hereby Certify that on this day, before, me, an of?cer duly authorized to administer oaths and take acknowledgments, personally appeared DONALD J. TRUMP, lmown to me to be the person describe and who executed the foregoing instrument, who acknowledged before me that he execute same, that he is personally known to me and that an oath was not taken. Witness my hand and of?cial seal in the County and State last aforesaid this a-L day of meg 1995 39% Notary Public?\ vent, RAMPELL, Printed Name of Notary Public 0 0 We? Commission No.: (CHAR-30 @ommission Expires: a5 l?i?l f" I hereby Certify that on this da get" me, an of?cer duly authoriZed to administer oaths and take acknowledgments. personally ed RICHARD MOE, known to me to be President of the National Trust for Historic Prese in the United States, the person described in and who executed the foregoing instrument, wledged before me that he executed the same, that he is personally known to me and that not taken. OFFICIAL NOTARY fiE-?li. PAUL ELAN-1WD. NOTE-3) STATE OF X0. CCli'E-t-til Alt (?0553111715103 A: 25.1-31.7 D.C. Witness my l'?cial seal in the District of Columbia this Notary Public . Printed Name of Notary Pu(56.- 3g? Commisswn Expires: .2 I I - -24- WASHINGTON, DC. I homby Certify that on this day, befom. me, an of?cer duly authorized to administer oaths and takes appeadehDM?S 4311.? ,im?wolomoio be His-t mgmiof Union Labor Life Insurance Company, the person described executed the foregoing instruman who acknowledged before me that he he is pars known to mt: and that an oath was not taken. - 1 a; a Wimess my hand :1 of?cial seal in the Columbia this day of Bar] 199313;": .. (6?20 Log/clue K. Mllfams hinted Name ofNouiry Public commission No; :3 I I a. ?mum Notary Public, District of Columbia ommission Expires; lily Expires Nav.14.1998 EXHIBIT A TO CONSERVATION AND PRESERVATION EASEMENT FROM DONALD J. TRUNIP T0 NATIONAL TRUST FOR HISTORIC PRESERVATION IN THE UNITED STATES LEGAL DESCRIPTION OF THE PROPERTY Cl Being all of the Noah 610.00 feet of the South 1170.00 feet of Government Lot 2 of Section 43, South, Range 43 East, in the Town of Palm Beach, Palm Beach County, Flo lying West of Ocean Boulevard (State Road AIA) Right of Way and more particularly descri as follows, to-wit: Baginning at a po?ofgthe West face of an existing seawall on the East shore of Lake Worth, which point is 560. {1 onh of, measured at right angles, to the South line of Government Lot 2 of said Section - ce North 6?09?22" West along the West face of said Seawall for a distance of 77.32 feet; - a North 10?23?23" East along the West face of said seawall for a distance of 539.50 feet . in the South line of BINGHAM-COPP TRACT, a subdivision 2 6, Palm Beach County Public Records; thence run South ine of said BINGHAM-COPP TRACT for a distance of 1 134.10 run South 0?09?07" East for a of 82.59 feet to a point of curvature; thence run Southerly along the arc of a curve concav the Southwest having a radius of 1412.69 feet and a central angle of 3?03?00" for a distance of feet to a point of tangency; thence run South 2?53?53" I .1 of curvature; thence run Southwesterly along the arc a radius of 2968.36 feet and a central angle of - . point of compound curvature; thence continue Somhwesterly alone the arc ofa curve, the Northwest having a radius of 158.68 feet and a central angle of 86?26?30" for a di . - 139.40 feet to a point of tangency; thence run North 88?12?07" West along the North line Boulevard (State Road 80) for a distance of 1040.43 feet to the POINT OF feet to a point in the Westerly agiants}! line of Ocean Boulevard (State Road thence and The West one-half (w 1/2) of Lot 20 and the SoumWf the East one-half (E 1/2) of Lot 20 and the South 15 feet of the West one-half (w of Lot 21, all in BINGHAM-COPP TRACT, a subdivision in the Town of Palm Beach, Palm County, Florida, as recorded in Plat Book 18, Page 6, Palm Beach County Public Recor Together with an easement for the use of the tunnel as in that certain Quit Claim Easement Deed recorded in Official Record Book 2327. the Palm Beach County Public Records; and 953 qu1 513 The South 358.00 feet of the North 403.00 feet of the South 1170.00 feet of Government Lot 2, Section 35, Township 43 South, Range 43 East, Palm Beach County, Florida, lying East of Ocean Boulevard (State Road MA) as now laid out and in use; together with all riparian and littoral rights, if any, thereunto appertaining. ?ii; @0 90> .27- EXHIBIT TO CONSERVATION AND PRESERVATION EASEMENT FROM DONALD J. TRUMP T0 NATIONAL TRUST FOR HISTORIC PRESERVATION IN THE UNITED STATES CRITICAL FEATURES OF MAR-A-LAGO The ritical Features of Mar-a-Lago are described narratively below and graphically in Ex -1, 3-2, and 3-3, a site drawing of exterior Critical Features and floor plans of interior Critical atures, following the narration. . The Gate is a double wood spindled, two-leaf gate which opens inward. The mas covered with Spanish tiles and is lighted by two wrought-iron ?gures holding torches. 7 i ucco wall extends on the property line from Lake Worth to the west and around the South ulevard curve (with gates) to a terminus at the east center of the Mansion. The wall rte-continues north, passes through the Main Entrance Gate, is interrupted by the Property Manago mplex and runs to the service entrance gate at the north property line. The seam? is not a . icature but it shall be maintained in substantially the same size, color, and durability to rel .. . 'on from Lake Worth. 3- . (give is perpendicular and west of South Ocean Boulevard, one hundred feet from the nort ine. It is approximately fourteen feet wide, bordered on both sides with concrete curbs a th coconut palms. The driveway circles around a guest structure through a porte~coch - primary entrance to the Mansion at its north facade. 4- To 1" the main entrance drive, the property manager?s grouping consists of a residence, ed garage, and ancillary building, all of which are one-story, stucco, with clay barrel tile mo 5. 4.1 11mm. The doors and winder he Property Manager's Complex to be included as part of the Critical Features are - in the Baseline Documentation.