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Home My WebLink About; Poseidon Resources Channelside LP; 2012-0809225; Property4 RECORDING REQUESTED BY: Fidelity National Title Company Title No.: 725126322 AND WHEN RECORDED MAIL TO City of Carlsbasd 1200 Carlsbad Villag Drive Carlsbad, Ca 92008 Attn: City Manager DOCtt 20 iiiiiiiiiiiiiinii 2-0809225 lllllllllliil DEC 24, 2012 9:17 AM OFFICIAL RECORDS 9185 SAN DIEGO COUNTY RECORDER'S OFFICE Ernesl J. Dronenburg, Jr., COUNTY RECORDER FEES: 0.00 WAYS: 2 DA: 1 PAGES: 38 SUBORDINATED LEASEHOLD DEED OF TRUST AND FIXTURE FILING THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (Additional recording fee applies) (recoverch)(05-08) 9186 SUBORDINATED LEASEHOLD DEED OF TRUST AND FIXTURE FILING between POSEIDON RESOURCES (CHANNELSIDE) LP for the benefit of the City of Carlsbad Dated as of December 20, 2012 DSMDB-3107530v4 FIDELITY NATIONAL TITLE COMPANY RECORDING REQUESTED BY AND WHEN RECORDED, RETURN TO: City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 Attn: City Manager 9187 THE LIEN CREATED BY THIS MORTGAGE ON THIS PROPERTY DESCRIBED HEREIN IS JUNIOR AND SUBORDINATE IN ACCORDANCE WITH THE PROVISIONS OF THIS DEED OF TRUST TO THE LIEN ON SUCH PROPERTY BY ANY MORTGAGE, DEED OF TRUST OR SIMILAR INSTRUMENT NOW OR HEREAFTER GRANTED TO THE COLLATERAL AGENT (AS DEFINED BELOW) AND ITS SUCCESSORS AND ASSIGNS, IN SUCH PROPERTY. SUBORDINATED LEASEHOLD DEED OF TRUST, AND FIXTURE FILING THIS SUBORDINATED LEASEHOLD DEED OF TRUST, AND FIXTURE FILING (this "Deed of Trust"), is made as of December 20, 2012, by POSEIDON RESOURCES (CHANNELSIDE) LP, a Delaware limited partnership, (formerly known as Poseidon Resources (Channelside) LLC, a Delaware limited liability company) as trustor ("Trustor"), with an office at 5780 Fleet Street, Suite 140, Carlsbad, CA 92008, to Fidelity National Title, as trustee ("Trustee"), for the benefit of the CITY OF CARLSBAD as beneficiary ("Beneficiary"), with an office at 1300 Dove Street, Suite 310, Newport Beach, CA 92101 (Trustor, Trustee and Beneficiary shall be collectively referred to herein as the "Parties"). GRANT IN TRUST Subject in all respects to the provisions under Section A.l, hereof, Trustor hereby grants and assigns to Trustee, in trust, with power of sale and right of entry and possession, all of Trustor's right, title and interest, whether now owned or hereafl;er acquired, in or to the property and rights listed in paragraphs (a) through (f) below (hereinafter collectively referred to as the "Property"): (a) All estate, right, title and interest of Trustor in, to, under or derived firom those certain lots, pieces, tracts or parcels of land located in the County of San Diego, Califomia, and more particularly described on Exhibit A attached hereto (the "Site"), including, all estate, right, titie and interest of Trustor in, to, under or derived from that certain Second DSMDB-3107530v4 9188 Amended and Restated Ground Lease and Easement Agreement dated as of April 7, 2010, between Cabrillo Power I, LLC, a Delaware limited liability company and as lessor (together with its successors and assigns in its capacity as grantor under the Ground Lease, the "Ground Lessor") and Trustor, as amended by: the unrecorded First Amendment dated as of October 5, 2010; the unrecorded Second Amendment, dated as December 14, 2011; the unrecorded Third Amendment, dated as of February 10, 2012; the unrecorded Fourth Amendment, dated as of March 23, 2012, the unrecorded Fifth Amendment dated as of April 24, 2012, the unrecorded Sixth Amendment dated as of May 15, 2012, the unrecorded Seventh Amendment, dated as of June 19, 2012, the unrecorded Eighth Amendment, dated as of July 31, 2012; the unrecorded Ninth Amendment, dated as of August 9, 2012; and the unrecorded Tenth Amendment dated as December 11, 2012 (as so amended, and as it may be fiirther amended as permitted by the Financing Documents, the "Ground Lease"), a memorandum of which was recorded on April 15, 2010 , as Instrument No. 2010-0185731 in the Official Records San Diego County, Califomia ("Official Records"), and a new memorandum of which recorded as Instmment No.^^ of Official Records, and which Ground Lease covers the Site (the "Leasehold Estate": the Site together with the Leasehold Estate, hereinafter referred to as the "Land"), together with all amendments, modifications, extensions, and renewals thereof, all credits, deposits, options, privileges, and rights under or to the Land, and all other, fiirther, additional or greater estate, right, title or interest of Tmstor in, to, under or derived from the Land, or the Improvements (as defined below) now or hereafter located thereon which may at any time be acquired by Tmstor; 3-o\3^ - o 9SO^ ^3 (b) All buildings, stmctures, fixtures including but not limited to all heating, air conditioning, plumbing, lighting, communications and elevator fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter located on the Land (hereinafter referred to as the "Improvements"): and to the extent permitted by law, the name or names, if any, as may now or hereafter be used for each Improvement, and the goodwill associated therewith; (c) All easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights and development rights, liberties, tenements, hereditaments and appurtenances of any nature whatsoever, in any way belonging, relating or pertaining to the Land or the Improvements and the reversions, remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land to the center line thereof and all the estates, rights, titles, interests, property, possession, claim and demand whatsoever, both in law and in equity, of Tmstor of, in and to the Land and the Improvements and every part and parcel thereof, with the appurtenances thereto; (d) All awards of payments, including interest thereon, which may heretofore and hereafter be made with respect to the Property to the extent actually received by Tmstor, whether from the exercise of the right of eminent domain (including, but not limited to, any transfer of the Property or part thereof made in lieu of or in anticipation of the exercise of said right), or for any other injury to or decrease in the value of the Property; (e) All proceeds of any insurance policies covering the Property including, without limitation, the right to receive and apply the proceeds of any insurance, judgments DSMDB-3107530v4 9189 (including with respect to a casualty thereto or condemnation thereof), or settlements made in lieu thereof, for damage to the Property; (f) The right, in the name and on behalf of Tmstor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of Beneficiary in the Property; and The term Property shall include both (i) the property and rights described in paragraphs (a) through (g) and, except where the context clearly indicates otherwise, (ii) any and all of Tmstor's right, title and interest in such property and rights. Such right, title and interest, including the Leasehold Estate, is referred to herein separately as the "Encumbered Estate." OBLIGATIONS SECURED Tmstor makes the foregoing grant for the purpose of securing the following obligations (the "Subordinated Obligations"): 1. Payment to Beneficiary of the obligations of the Tmstor evidenced by and arising pursuant to Sections 4.2.1 and 8.3 of the Amended and Restated Development Agreement recorded as of October 30, 2009 (the "Development Agreement") between the Tmstor and the Beneficiary; and 2. The observance and performance of each covenant and obligation of Tmstor herein contained or incorporated herein by reference and payment of each fee, cost and expense by Tmstor as herein set forth. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, THE PARTIES AGREE AS FOLLOWS: B. RIGHTS AND DUTIES OF THE PARTIES. 1. The Beneficiary acknowledges that Tmstor has entered into that certain Leasehold Deed of Tmst, Assignment of Rents, Security Agreement and Fixture Filing dated as of December 20, 2012, recorded immediately prior to this Deed of Tmst (the "Senior Deed of Trust") with the tmstee named therein for the benefit of Union Bank N.A. as Collateral Agent (the "Collateral Agent") under the Collateral Tmst Agreement dated as of December 20, 2012 between the Collateral Agent, the Tmstor, and the secured parties identified therein (the "Collateral Tmst Agreement") granting a lien and security interest on the Property and certain other assets described therein, as security for the payment and performance of the Secured Obligations (as defined in the Collateral Tmst Agreement) (the "Senior Obligations"). The Beneficiary agrees that all rights of the holder hereof, in respect of this Deed of Tmst, are subordinated to the Liens (as defined in the Collateral Tmst Agreement) securing the Senior Obligations. No payment of, or security for, (other than the liens granted hereunder), all or any part of the Subordinated Obligations, shall be made or given by the Tmstor or accepted by the Beneficiary, unless and until the date on which the Collateral Agent provides notice to the Beneficiary that the Senior Obligations have been paid in fiiU in cash or cash collateralized or defeased in accordance with the Financing Documents (the "Senior Obligations Payment Date"). Without limiting the foregoing, upon any payment or distribution of the assets of the Tmstor of any kind or character. DSMDB-3107530v4 9150 whether in cash, property or securities from any source whatsoever, to creditors upon (i) any voluntary or involuntary case or proceeding under the United States Bankmptcy Code or any similar federal, state or foreign statute or law providing for the relief of debtors, relating to the Tmstor's assets or securities, (ii) any receivership, total or partial liquidation, reorganization, adjustment, readjustment, arrangement, composition or other similar case or proceeding relating to the Tmstor's assets or securities, whether voluntary or involuntary, (iii) any liquidation, dissolution, reorganization or winding up of the Tmstor's assets or securities, whether voluntary or involuntary and whether or not involving insolvency or bankmptcy proceedings, or (iv) any assignment for the benefit of creditors or other marshaling of the assets of the Tmstor, then in such event the Collateral Agent, its successors or assigns and all other parties who hold security interests in the Property pursuant to the Financing Documents, as defined in the Collateral Tmst Agreement, (collectively the "Senior Secured Parties") shall be entitled to receive payment in fiiU in cash of all amounts due or to become due on or in respect of all Senior Obligations, before any payment, or any distribution of Property, is made on account of or applied on the Subordinated Obligations. In the event that, notwithstanding the foregoing provisions of this paragraph, any payment or distribution of Property shall be received by the Beneficiary before all such Senior Obligations are paid in fiiU in cash (or cash collateralized or defeased in accordance with the Financing Documents), such payment or distribution shall be held in tmst for the benefit of, and shall immediately be paid or delivered by the Beneficiary to the Collateral Agent, or its representative or representatives, for application to the payment of all such Senior Obligations remaining unpaid, to the extent necessary to pay all such Senior Obligations in fiill in cash after giving effect to any concurrent payment or distribution to the Senior Secured Parties. Until the Senior Obligations Payment Date, and whether or not any Event of Default hereunder shall have occurred or be continuing, the Beneficiary shall not take any action directly or indirectiy to (a) commence or pursue any judicial, arbitral or other proceeding against the Tmstor to collect amounts due on account of any of the Subordinated Obligations or otherwise to enforce the rights of the Beneficiary with respect to the Subordinated Obligations (including, without limitation, any involuntary bankmptcy, insolvency or similar case or proceeding against the Tmstor), (b) assert or pursue any other rights or remedies of a creditor against the Tmstor in respect of any of the Subordinated Obligations (c) seek to prohibit, restrict, limit or impair the commencement or pursuit by the Senior Secured Parties of any of their rights or remedies against the Property or other assets of the Tmstor securing the Senior Obligations at any time, (d) challenge the creation, validity, attachment, perfection, priority or enforceability of any security interest or lien which the Senior Secured Parties may now or hereafter have in, to or on any assets of the Tmstor or its subsidiaries, (e) challenge, or otherwise seek recourse against the Senior Secured Parties based on any lawfiil and good faith action or inaction by the Senior Secured Parties with respect to their ri^ts to foreclose on, sell and/or otherwise dispose of any assets of the Tmstor and its subsidiaries, or (f) exercise enforcement action against any assets of the Tmstor, including, without limitation, any set-off claim, any action to foreclose upon, levy, sell, transfer or assign any asset of the Tmstor or the exercise, pursuit or enforcement, directly or indirectly, of any right or remedy with respect to, arising from or otherwise available to the holder of any lien in favor of the Beneficiary on any asset of the Tmstor. The Beneficiary shall have no right to direct the Senior Secured Parties to exercise any right or remedy with respect to the Property or to consent or object to the exercise by the Senior Secured Parties of any right, remedy or power with respect to the Property or pursuant to the Financing Documents or to the timing or manner in which any such right is exercised or not exercised and to the extent the Beneficiary may have such right, it DSMDB-3107530v4 9191 hereby waives such rights. Until the Senior Obligations Payment Date, the Senior Secured Parties shall have the exclusive right to take and continue any enforcement action with respect to the Property without any consultation with or consent of the Beneficiary. Upon the occurrence and during the continuance of a default or an event of default under the Financing Documents, the Senior Secured Parties may take and continue any enforcement action with respect to the Senior Obligations and the Property in such order and manner as they may determine in their sole discretion. Nothing herein shall require the Senior Secured Parties to take or continue any enforcement action. If the Beneficiary, contrary to this Deed of Tmst, commences or participates in any action or proceeding against the Tmstor or the Property, the Tmstor with the prior written consent of the Collateral Agent, may interpose as a defense or dilatory plea the making of this Deed of Tmst, and the Senior Secured Parties may intervene and interpose such defense or plea in their name or the name of the Tmstor. Should the Beneficiary, contrary to this Deed of Tmst, take, attempt to take or threaten to take any action with respect to the Property (including any attempt to realize upon or enforce any remedy with respect to this Deed of Tmst), or fail to take any action required by this Deed of Tmst, the Senior Secured Parties (in their own name or the name of the Tmstor) may obtain relief against the Beneficiary by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Beneficiary that (i) the Senior Secured Parties' damages from such actions of the Beneficiary may at that time be difficult to ascertain and may be irreparable and the harm to the Senior Secured Parties may not be adequately compensated in damages and (ii) the Beneficiary waives any defenses that either the Tmstor or the Senior Secured Parties cannot demonstrate damages and/or be made whole by the awarding of damages. To the extent any payment of Senior Obligations (whether by or on behalf of the Tmstor, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside, rescinded or required to be paid to a tmstee, receiver, debtor in possession or other similar party under any bankmptcy, insolvency, receivership or similar law, then to the extent such payment is recovered by, or paid over to, such tmstee, receiver, debtor in possession or other similar party, the Senior Obligations or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. If this Deed of Tmst shall have been tenninated prior to any such recovery, this Deed of Tmst shall be reinstated in fiill force and effect and such prior termination shall not diminish, release or discharge or impair or otherwise affect the obligations of the Beneficiary hereunder. The Senior Secured Parties shall be third party beneficiaries of the terms and provisions set forth in this paragraph, and shall have the right to enforce the provisions hereof against the Beneficiary at any time and from time to time. No right of the Senior Secured Parties to enforce subordination as herein provided shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Tmstor or by any act or failure to act on the part of any such holder or holders, or by any noncompliance by the Tmstor with the terms, provisions and conditions of the Financing Documents regardless of any knowledge thereof which the Senior Secured Parties may have or be otherwise charged with, or as a result of any amendment, renewal, exchange, extension, modification or waiver of any provision of a Financing Document or any increase or supplement in any manner of the Senior Obligations. All rights and interests under this paragraph of the Senior Secured Parties, and all agreements and obligations of the Beneficiary and the Tmstor hereunder, shall remain in fiill force and effect irrespective of (i) any lack of validity or enforceability of the Financing Documents or of any provision of any thereof, or (ii) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Tmstor in respect of the Senior Obligations. None of the terms DSMDB-3107530v4 of this Deed of Tmst may be modified, amended, restated, supplemented, substituted, replaced, renewed, extended or otherwise altered in any respect without the prior written consent of the Collateral Agent, and any attempt to do so shall be null and void and of no force or effect on the Tmstor, the Beneficiary or the Senior Secured Parties. These subordination provisions shall be applicable to the Subordinated Obligations and any claim or judgment arising out ofor relating to the Subordinated Obligations, including any judgment lien, collection or award with respect to the Subordinated Obligations. 2. Title. Tmstor represents and warrants that it lawfiiUy holds and possesses a leasehold estate in the Site, and has good and marketable titie to all of the other Property constituting the Encumbered Estate, free and clear of all liens, encumbrances and other exceptions, other than as permitted under the Financing Documents (as defined in the Collateral Tmst Agreement). In addition, Tmstor represents and warrants that (a) the Ground Lease is in fiill force and effect, (b) there are no defaults by Tmstor, or to Tmstor's knowledge, the landlord under the Ground Lease and no event has occurred, which but for the passage of time, or notice, or both, would constitute a default by Tmstor or, to Tmstor's knowledge, the landlord under the Ground Lease, (c) all rents, additional rents, payments, and other sums due and payable under the Ground Lease have been paid in fiill, and (d) neither Tmstor nor the landlord under the Ground Lease has commenced any action or given or received any notice for the purpose of terminating the Ground Lease. Subject to the provisions of Section A. 1 hereof, Tmstor shall forever warrant, defend and preserve such titie and the validity of the lien of this Deed of Tmst and shall forever warrant and defend the same to Beneficiary against the claims of all persons whomsoever. 3. Taxes and Assessments. Tmstor shall pay and discharge or cause to be paid and discharged all taxes, assessments, govemmental charges of any kind whatsoever, water rates, meter charges and other utility charges that have been assessed or that may become a lien upon the Property, any part thereof or interest therein. Notwithstanding the foregoing, Tmstor shall have the right, in good faith, to contest any taxes, assessments, levies or charges, provided such contest shall be prosecuted diligentiy and in a manner not prejudicial to Beneficiary, and if a judgment adverse to Tmstor is obtained, such judgment shall be fiiUy paid or discharged within ten (10) days after the entry of such judgment, unless appealed. If any such taxes, assessments, levies or charges being contested by Tmstor constitute or result in a lien or encumbrance on all or any portion of the Property that is not a Senior Lien (as defined below) or a Subordinated Lien (as defined below), Tmstor shall, within ten (10) days after Beneficiary's demand, remove or pay such lien or encumbrance, and, if Tmstor fails to do so, Beneficiary may do so at the expense of Tmstor, and any amount so advanced by Beneficiary will be secured by this Deed of Tmst. Tmstor acknowledges and agrees that Tmstor's obligations to pay property taxes do not constitute Subordinated Obligations and are not subordinated by the terms of this Deed of Tmst. 4. Disposition of Condemnation Proceeds. Subjectto Section A.l, all condemnation proceeds of the Property shall be paid, held and disbursed as provided in Section 2.4.2 of the Development Agreement. 5. Maintenance and Preservation of the Property, (a) Tmstor covenants that, except as otherwise permitted in the Financing Documents: (i) to keep the Property in good condition and repair; (ii) not to remove or demolish the Property or any part thereof; (iii) to complete or restore promptly and in good and workmanlike manner the Property or any part 9192 DSMDB-3107530v4 9193 thereof (iv) subject to Tmstor's right to contest in Paragraph A.3 above, to pay when due all claims for work performed and for materials fiimished on or to the Property, and to pay any and all liens or encumbrances arising out of or resulting from work performed or materials supplied on or to the Property; (v) to comply with and not suffer violations of, (a) any and all laws, ordinances, regulations and standards (including, without limitation, any conditional use permits), (b) any and all covenants, conditions, restrictions and equitable servitudes, whether public or private, of every kind and character, and (c) all requirements of insurance companies and any bureau or agency that establishes standards of insurability, which laws, covenants or requirements affect the Property and pertain to acts committed or conditions existing thereon, including, without limitation, such work of alteration, improvement or demolition as such laws, covenants or requirements mandate; and (vi) not to commit or permit waste of the Property or any part thereof 6. Defense and Notice of Actions. Subject to the provisions of Section A. 1, Tmstor shall, without liability, cost or expense to Beneficiary or Tmstee, protect, preserve and defend (by counsel reasonably satisfactory to Beneficiary) title to the Property, the security hereof and the rights or powers of Beneficiary or Tmstee hereunder. Said protection, preservation and defense shall include protection, preservation and defense against all adverse claimants to title or any possessory or non-possessory interest therein, whether or not such claimants or encumbrances assert title paramount to that of Tmstor or claim their interest on the basis of events or conditions arising subsequent to the date hereof. Any Party receiving notice of the filing of any such action or proceeding shall give the other Parties prompt notice in writing thereof. 7. Acceptance of Tmst: Notice of Indemnification. Tmstee accepts this tmst when this Deed of Tmst, duly executed and acknowledged, becomes a public record as provided by law. Tmstee is not obligated to notify any party hereto of pending sale under any other deed of tmst or of any action or proceeding in which Tmstor, Beneficiary or Tmstee shall be a party unless Tmstee brings such action. Tmstee shall not be obligated to perform any act required of it hereunder unless the performance of such act is requested in writing and Tmstee is reasonably indemnified against loss, cost, liability and expense. 8. Powers of Tmstee. From time to time upon the written request of Beneficiary and presentation of this Deed of Tmst for endorsement, and without affecting the personal liability of any person for payment of any indebtedness or performance of the obligation secured hereby, Tmstee may, without liability therefor and without notice, but consistent with the terms and conditions of this Deed of Tmst, and subject in all events to the limitations set forth under Section A.l, (i) reconvey all or any part of the Property, (ii) consent to the making of any map or plat thereof, (iii) join in any extension agreement or any agreement subordinating the lien or change hereof, with the prior written consent of Tmstor (unless an Event of Default has occurred and is continuing, in which case Tmstee shall act only at the written direction of Beneficiary and in which case Tmstor's consent shall not be required.) Tmstee may join in granting any easement thereon, (iv) join in any declaration of covenants and restrictions. Tmstee or Beneficiary may from time to time apply to any court of competent jurisdiction for aid and direction in the execution of the tmsts hereunder and the enforcement of the rights and remedies available hereunder, and Tmstee or Beneficiary may obtain orders or decrees directing or confirming or approving acts in the execution of said tmsts and the enforcement of said remedies. Tmstee has no obligation to notify any party of any pending sale or any action or proceeding unless held or commenced and maintained by Tmstee under this Deed of Tmst. Tmstor shall pay DSMDB-3107530v4 9194 to Tmstee reasonable compensation and reimbursement for services and expenses in the administration of the tmsts created hereunder upon the occurrence of an Event of Default, including reasonable attorneys' fees. Tmstor indemnifies Tmstee and Beneficiary against all losses, claims, demands and liabilities (except losses, claims, demands or liabilities arising from the negligence or willful misconduct of the indemnified party) which either may incur, suffer, or sustain in the execution of the tmsts created hereunder or in the performance of any act required or permitted hereunder or by law. 9. Substitution of Tmstees. From time to time, by a writing signed and acknowledged by Beneficiary and recorded in the Office of the Recorder of the County in which the Property is situated. Beneficiary may appoint another tmstee to act in the place and stead of Tmstee or any successor. Such writing shall refer to this Deed of Tmst and set forth the date, book and page of its recordation. The recordation of such instmment of substitution shall discharge Tmstee herein named and shall appoint the new tmstee as the tmstee hereunder with the same effect as if originally named Tmstee herein. A writing recorded pursuant to the provisions of this paragraph shall be conclusive proof of the proper substitution of such new tmstee. 10. Sale or Encumbrance. Except as expressly permitted by the Financing Documents, or at the direction of the Collateral Agent in the event of exercise of remedies of enforcement of the Senior Liens, Tmstor will not further encumber, sell, convey or transfer any interest in, or any part of, the Property without the prior written consent of the Beneficiary. Any such encumbrance, sale, conveyance or transfer made without the Beneficiary's prior written consent shall be void. 11. Reconveyance. Upon Beneficiary's written request, and upon surrender to Tmstee for cancellation of this Deed of Tmst, or other reasonable evidence that this Deed of Tmst is to be reconveyed pursuant to the Development Agreement, Tmstee shall reconvey, without warranty, the Property or that portion thereof then held hereunder. The recitals of any matters or facts in any reconveyance executed hereunder shall create a rebuttable presumption of the tmthfulness thereof. To the extent permitted by law, the reconveyance may describe the grantee as "the person or persons legally entitled thereto." Neither Beneficiary nor Tmstee shall have any duty to determine the rights of persons claiming to be rightful grantees of any reconveyance. C. DEFAULT PROVISIONS. 1. Events of Default. The occurrence of a breach of Section 4.2.1 or 8.3 of the Development Agreement shall constitute an event of default ("Event of Default") hereunder and shall entitle Beneficiary and Tmstee to exercise their remedies hereunder or as otherwise provided by law. Any such Event of Default shall be considered cured or waived for the purposes of this Deed of Tmst when it has been cured or waived in accordance with the Development Agreement. 2. Rights and Remedies. At any time after the occurrence and during the continuance of an Event of Default, Beneficiary and Tmstee shall each have the following rights and remedies subject to the limitations under Section A.l,: DSMDB-3107530v4 9195 (a) With or without notice, and without releasing Tmstor from any obligation hereunder, to cure any default of Tmstor and, in connection therewith, to enter upon the Property and to perfonn such acts and things as Beneficiary or Tmstee deem necessary or desirable to inspect, investigate, assess and protect the security hereof, including, without limitation, of any of its other rights: to appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Tmstee hereunder; to pay, purchase, contest or compromise any encumbrance, charge, lien or claim of lien which, in the judgment of either Beneficiary or Tmstee, is prior or superior hereto, the judgment of Beneficiary or Tmstee being conclusive as between the parties hereto; to pay any premiums or charges with respect to insurance required to be carried hereunder; and to employ counsel, accountants, contractors and other appropriate persons to assist them; (b) To commence and maintain an action or actions in any court of competent jurisdiction to foreclose this instrument as a mortgage or to obtain specific enforcement of the covenants of Tmstor hereunder, and Tmstor agrees that such covenants shall be specifically enforceable by injunction or any other appropriate equitable remedy and that for the purposes of any suit brought under this subparagraph, Tmstor waives the defense of laches and any applicable statute of limitations; (c) To execute a written notice of such Event of Default and of its election to cause the Encumbered Estate to be sold to satisfy the obligations secured hereby. Tmstee shall give and record such notice as the law then requires as a condition precedent to a Tmstee's sale. When the minimum period of time required by law after such notice has elapsed, Tmstee, without notice to or demand upon Tmstor except as otherwise required by law, shall sell the Encumbered Estate at the time and place of sale fixed by it in the notice of sale and in such order as it or Beneficiary may determine, at public auction to the highest bidder for cash, in lawful money of the United States, payable at time of sale (the obligations hereby secured being the equivalent of cash for purposes of said sale). If the Encumbered Estate consists of several lots, parcels, or items of property, Beneficiary may: (i) designate the order in which such lots, parcels, or items shall be offered for sale or sold, or (ii) elect to sell such lots, parcels or items through a single sale, through two or more successive sales, or in any other manner Beneficiary deems in its best interest. Tmstor shall have no right to direct the order in which the Encumbered Estate is sold. Tmstee may postpone sale of all or any portion of the Encumbered Estate by public announcement at such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at such time fixed by the preceding postponement. A sale of less than the whole of the Encumbered Estate or any defective or inegular sale made hereunder shall not exhaust the power of sale provided for herein. Tmstee shall deliver to the purchaser at such sale a deed conveying the Encumbered Estate or portion thereof so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the tmthfulness thereof. Any person, including Tmstee, Tmstor or Beneficiary, may purchase at such sale. After deducting all costs, fees and expenses of Tmstee and of this tmst, including all costs of evidence of titie and reasonable attomeys' fees in connection with any sale, Tmstee shall apply the proceeds of such sale to payment of all sums so expended under the terms hereof not then repaid, to the payment of all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitied thereto; 10 DSMDB-3107530v4 9196 (d) To resort to and realize upon the security hereunder and any other security now or hereafter held by Beneficiary in such order and manner as Tmstee and Beneficiary or either of them may, in their sole discretion, determine; and resort to any or all such security may be taken concurrently or successively and in one or several consolidated or independent judicial actions or lawfully taken non-judicial proceedings, or both; 3. Expenses and Attorneys' Fees. Beneficiary shall be entitled to bid as a credit bid, the equivalent of cash, at the sale of the Property held pursuant to subparagraph B.2(c) above, the amount of costs for evidence of title and reasonable attorneys' fees and expenses in addition to the amount of the other obligations hereby secured. 4. Remedies Cumulative. All rights and remedies of Beneficiary and Tmstee hereunder are cumulative and in addition to all rights and remedies provided by law. 5. Marshalling. Tmstor hereby waives any right to require that any security given hereunder or under any other agreement securing the obligation secured hereby be marshalled and further waives any right otherwise available in respect to marshalling of assets which secure any obligation secured or imposed hereby or to require Beneficiary to pursue its remedies against any such assets. D. FIXTURE FILING. 1. Remedies. Subject to the provisions of Section A. 1, upon the occurrence and during the continuance of an Event of Default, and provided that the Senior Obligations hereunder are paid in full in cash, and the liens securing the Senior Obligations have been released by the Collateral Agent or any other Senior Secured Parties (or its agents). Beneficiary is and shall be entitled to all the rights, powers and remedies granted a secured party under the Califomia Uniform Commercial Code and other applicable law, including, but not limited to, the right to take possession of all such Property. Upon the occurrence and during the continuance of an Event of Default, Beneficiary or its representatives may enter upon the Property (without Beneficiary being deemed to be taking possession of the Property or being deemed a mortgagee- in-possession) at any time to inspect, repair, assemble, have appraised or to remove the Property and may advertise and conduct public auctions and private sales thereon. Beneficiary may require Tmstor to assemble the Property and make it available to Beneficiary at a place to be designated by Beneficiary which is reasonably convenient to both parties. In addition to the expenses of retaking, holding, preparing for sale, selling and otherwise exercising its remedies hereunder. Beneficiary shall be entitled to recover reasonable attorneys' fees and legal expenses before applying the balance of the proceeds from the sale or other disposition of the Property towards satisfaction of the obligations secured hereby. Tmstor shall remain liable for any deficiency remaining after such sale or other disposition. With respect to fixtures. Beneficiary or Tmstee may elect to treat same as either real property or personal property and proceed to exercise such rights and remedies applicable to the categorization so chosen. Beneficiary may proceed against the items of real property and any items of Property separately or together in any order whatsoever, without in any way affecting or waiving Beneficiary's rights and remedies under the Califomia Uniform Commercial Code or its rights and remedies provided under this Deed of Tmst. 11 DSMDB-3107530v4 9197 2. Fixture Filing. Tmstor agrees that this Deed of Tmst constitutes a financing statement filed as a fixture filing in the Official Records with respect to any and all fixtures included within the term "Property" as used herein and with respect to any goods and other personal property of Tmstor that may now be or hereafter become fixtures. The names and mailing addresses of the Debtor (Tmstor) and the Secured Party (Beneficiary) are set forth below in Section D.13 of this Deed of Tmst. Debtor's organization ID number is : 3647987. The record fee owner of the Property is Cabrillo Power I LLC, a Delaware limited liability company. The personal property described above is the Property covered by this financing statement. Any reproduction of this Deed of Tmst or of any other security agreement or financing statement shall be sufficient as a financing statement. In addition, Tmstor agrees to deliver to Beneficiary, upon Beneficiary's request, any financing statements, as well as extensions, renewals, and amendments thereof, and reproductions of this Deed of Tmst in such form as Beneficiary may require to perfect a security interest with respect to such Property. Tmstor shall pay all costs of filing such financing statements and any extensions, renewals, amendments, and releases thereof, and shall pay all reasonable costs and expenses of any record searches for financing statements Beneficiary may reasonably require. E. MISCELLANEOUS PROVISIONS. 1. Termination. Except as otherwise expressly set forth herein, all duties and obligations of the Tmstor and all rights and remedies of the Tmstee and Beneficiary shall terminate upon cancellation of this Deed of Tmst and reconveyance of the Property by Tmstee in accordance with paragraph A.l 1 hereof. 2. Non-Waiver. By accepting payment of any sum secured hereby after its due date or late performance of any obligation secured hereby. Beneficiary shall not waive its right against any person obligated directly or indirectly hereunder or on any obligation hereby secured, either to require prompt payment or performance when due of all other sums and obligations so secured or to declare default for failure to make such prompt payment or performance. No exercise of any right or remedy by Beneficiary or Tmstee hereunder shall constitute a waiver of any other right or remedy herein contained or provided by law. 3. Further Assurances. Tmstor shall, upon demand by Beneficiary or Tmstee, execute, acknowledge (if appropriate) and deliver any and all documents and instmments and do or cause to be done all further acts reasonably necessary or appropriate to effectuate the provisions hereof. 4. Statements of Condition. From time to time as required by law, or upon written request by Tmstor, Beneficiary shall furnish to Tmstor such statement as may be required conceming the condition of the obligations secured hereby. Upon demand by Beneficiary, Tmstor covenants and agrees to pay Beneficiary's reasonable costs incurred in furnishing such statement, but not in excess of the maximum amount allowed by law. 5. Usury Savings Clause. Nothing contained herein shall be deemed to require the payment of interest or other charges by Tmstor in excess of the amount Beneficiary may lawfully charge under the applicable usury laws. In the event Beneficiary shall collect monies which are deemed to constitute interest which would increase the effective interest rate to 12 DSMDB-3107530v4 9198 a rate in excess of that permitted to be charged by applicable law, all such sums deemed to constitute interest in excess of the legal rate shall, upon such determination, at the option of Beneficiary, be retumed to Tmstor or credited against the principal balance of any obligation secured hereby then outstanding. 6. Obligations of Tmstor Joint and Several. If more than one person has executed this Deed of Tmst as "Tmstor," the obligations of all such persons hereunder shall be joint and several. 7. Tmstor and Beneficiary Defined. The term "Tmstor" herein includes both the original Tmstor and any subsequent owner or owners of any of the Property, and the term "Beneficiary" includes the original Beneficiary and also any successor thereto. 8. No Joint Venture. The relationship of Tmstor and Beneficiary under this Deed of Tmst is, and shall at all times remain, solely that of bonower and lender; and Beneficiary neither undertakes nor assumes any responsibility or duty to Tmstor or to any third party with respect to the Property. Notwithstanding any other provisions of this Deed of Tmst: (a) Beneficiary is not, and shall not be constmed as, a partner, joint venturer, alter-ego, manager, controlling person or other business associate or participant of any kind of Tmstor and Beneficiary does not intend to ever assume such status; (b) Beneficiary's activities in connection with this Deed of Tmst shall not be "outside the scope of the activities ofa lender of money" within the meaning of Califomia Civil Code § 3434, as amended or recodified from time to time, and Beneficiary does not intend to ever assume any responsibility to any person for the quality, suitability, safety or condition of the Property; and (c) Beneficiary shall not be deemed responsible for or a participant in any acts, omissions or decisions of Tmstor. Beneficiary shall not be directly or indirectly liable or responsible for any loss, claim, cause of action, liability, indebtedness, damage or injury of any kind or character to any person or property arising from any constmction on, or occupancy or use of, any of the Property, whether caused by or arising from: (i) any defect in any building, stmcture, grading, fill, landscaping or other improvements thereon or in any on-site or off-site improvement or other facility therein or thereon; (ii) any act or omission of Tmstor or any of Tmstor's agents, employees, independent contractors, licensees or invitees; (iii) any accident in or on any of the Property or any fire, flood or other casualty or hazard thereon; (iv) the failure of Tmstor, any of Tmstor's licensees, employees, invitees, agents, independent contractors or other representatives to maintain the Property in a safe condition; and (v) any nuisance made or suffered on any part of the Property. 9. Rules of Constmction. When the identity of the parties hereto or other circumstances make it appropriate the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. Specific enumeration of rights, powers and remedies of Tmstee and Beneficiary and of acts which they may do and acts Tmstor must or must not do shall not exclude or limit the general. The headings of each paragraph are for information and convenience and do not limit or constme the contents of any provision hereof. 10. Severability. If any term of this Deed of Tmst, or the application thereof to any person or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this Deed of Tmst, or the application of such term to persons or circumstances other than those as 13 DSMDB-3107530v4 9199 to which it is invalid or unenforceable, shall not be affected thereby, and each term of this Deed of Tmst shall be valid and enforceable to the fullest extent permitted by law. 11. Successors in Interest. The terms, covenants, and conditions herein contained shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties hereto. 12. Notices. All notices, demands or documents which are required or permitted to be given or served hereunder shall be in writing and sent by hand delivery, recognized overnight courier, registered or certified mail or by facsimile transmission, with a copy to all other Parties, addressed as follows: To TRUSTOR at: Poseidon Resources (Channelside) LP 5780 Fleet Street Suite 140 Carlsbad, CA 92008 Attention: Project Manager Facsimile: 760-655-3901 With a copy (not constituting notice to): One Boston Place, 26* Place Boston, MA 20108 Attention: General Counsel Fax: 857-239-8801 To TRUSTEE at: Fidelity National Titie 1300 Dove Street, Suite 310 Newport Beach, CA 92660 Attention: Reconveyance Dept. / Title Dept. Facsimile: 949-477-6820 To BENEFICIARY at: City of Carlsbad 1200 Carisbad Village Drive Carlsbad, CA 92008 Attn: City Manager Facsimile: 760 434-8367 Tmstor's principal place of business is at the above address. The addresses may be changed from time to time by either party by serving notice as heretofore provided. Service of such notice or demand shall be deemed complete on the date of actual delivery as shown by the addressee's registry or certification receipt or at the expiration of the second day after the date of mailing, whichever is earlier in time. 14 DSMDB-3107530v4 IN WITNESS WHEREOF, Trustor has executed this Deed of Tmst as of the day and year set forth above. TRUSTOR PLEASE NOTE: IN THE EVENT OF YOUR DEFAULT CALIFORNIA PROCEDURE PERMITS THE TRUSTEE TO SELL THE SUBJECT PROPERTY AT A SALE HELD WITHOUT SUPERVISION BY ANY COURT AFTER EXPIRATION OF A PERIOD PRESCRIBED BY LAW. SEE PROVISION B 2 (c) ABOVE FOR A DESCRIPTION OF THIS PROCEDURE. UNLESS YOU PROVIDE AN ADDRESS FOR THE GIVING OF NOTICE, YOU MAY NOT BE ENTITLED TO OTHER NOTICE OF THE COMMENCEMENT OF SALE PROCEEDINGS. BY EXECUTION OF THIS DEED OF TRUST, YOU CONSENT TO SUCH PROCEDURE. IF YOU HAVE ANY QUESTIONS CONCERNING IT, YOU SHOULD CONSULT YOUR LEGAL ADVISOR. BENEFICIARY URGES YOU TO GIVE IT PROMPT NOTICE OF ANY CHANGE IN YOUR ADDRESS SO THAT YOU MAY RECEIVE PROMPTLY ANY NOTICE GIVEN PURSUANT TO THIS DEED OF TRUST. TRUSTOR POSEIDON RESOURCES (CHANNELSIDE) LP By POSEIDON RESOURCES CHANNEL^)! GP, INC. its general partner Title: 0 (c«=L PASL^\ OV^J-M CITY OF CARLSBAD, CALIFORNIA Signed in Counterpart By: Name: Title: [Signature page to Poseidon Resources (Channelside) LP Subordinated Leasehold Deed of Trust] 9roo DSMDB-3107530 9201 IN WITNESS WHEREOF, Tmstor has executed this Deed of Tmst as of the day and year set forth above. TRUSTOR PLEASE NOTE: IN THE EVENT OF YOUR DEFAULT, CALIFORNIA PROCEDURE PERMITS THE TRUSTEE TO SELL THE SUBJECT PROPERTY AT A SALE HELD WITHOUT SUPERVISION BY ANY COURT AFTER EXPIRATION OF A PERIOD PRESCRIBED BY LAW. SEE PROVISION B.2.(c) ABOVE FOR A DESCRIPTION OF THIS PROCEDURE. UNLESS YOU PROVIDE AN ADDRESS FOR THE GIVING OF NOTICE, YOU MAY NOT BE ENTITLED TO OTHER NOTICE OF THE COMMENCEMENT OF SALE PROCEEDINGS. BY EXECUTION OF THIS DEED OF TRUST, YOU CONSENT TO SUCH PROCEDURE. IF YOU HAVE ANY QUESTIONS CONCERNING IT, YOU SHOULD CONSULT YOUR LEGAL ADVISOR. BENEFICIARY URGES YOU TO GIVE IT PROMPT NOTICE OF ANY CHANGE IN YOUR ADDRESS SO THAT YOU MAY RECEIVE PROMPTLY ANY NOTICE GIVEN PURSUANT TO THIS DEED OF TRUST. TRUSTOR POSEIDON RESOURCES (CHANNELSIDE) LP By POSEIDON RESOURCES CHANNELSIDE GP, INC., its general partner Signed in Counterpart Name: Titie: CITY OF CARLSBAD, CALIFORNIA Name: R^^rv^W R. Title: C^S A^he^^^ [Signature page to Poseidon Resources (Channelside) LP Subordinated Leasehold Deed of Tmst] DSMDB-3107530 9202 California All-Purpose Adcnowledgment state of California County of cf/l/) Q/fi^ ' ' On DArjmbtA 17/ /Z before me, _ ' nm-na of Ncrtary Publcx f itte 7 f personally appeared _ of Skinersl) Name of Signer !2) who proved to me on the basis of satisfactory evidence to be the persoi^) whose nam©(s) is/are subscribed to the within instrument and acknowledged to me that he/oho/thoy executed the same in his/hef/thetr authorized capacity(ies)T and that by his/her/their signature's} on the instrument the person^e)-, or the entity upon behalf of which the person^ 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. TABITHAM. WHIFFLE ' i COMM. #1969747 x Notary Pubiic • Califomia g San Diego County My Comm. Expifes Feb. 17,2016 [ OPTIONAL INFORMATION Mnough the information in this seclion is not required by law. it could prevent fraudulent removal and reattachment oi this actaiowiedgment to an unauthonied documant and may prove useful to persons relyhig on (tie attached documer Description of Attached Document The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of containing pages, and dated The signer(s) capacity or authority is/are as: • Individual(s) • Attorney-in-fact • Corporate Officer(s) • Guardian/Conservator • Partner - Limited/General • Trustee(s) • Other representing: Method of Signer Identification Proved to me on the basis of satisfactory evidence: [J fonn(s) of Identification • credible witness(es) Notarial event is detailed in notary journal on: Page# Entry* Notary contact: qther_ • Additional Signer • Signer(s) Tliumbprints(s) n ^010 Notery Learr CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 9203 State of California Countv of '^C^^/\ T^v-O-y^ ^ On \^ -^Z> - before me, ^^o^\v\ U^\ff\f\(r\Kri^^^ Here Insert Name apd'Tltle of4he Officer A personally appeared Name(s) of Signer(s) ROBIN NUSCHY Commission # 19374^ Notary PuMic - CalHornia San Diego County ^ aComm. Expjfis May 20.20ist 1 Place Notary Seal Above 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. Signature of Notary Public OPTIONAL Though the information beiow is not required by law, it may prove valuable to persons relying on the do^ment and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document:^ o ^ o T ^^v^-a^-g-^ Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Number of Pages: Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb here ©2007 National Notary Association • 9350 De Soto Ave., RO.Box 2402 •Chatsworth, CA 91313-2402 •www.NatlonalNotary.org Item #5907 Reorder: Call Toil-Free 1-800-876-6827 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: THAT PORTION OF PARCEL 4 AS SHOWN AND DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 30, 2001, AS DOCUMENT NO. 2001- 0789068, OFFICIAL RECORDS AND AS SHOWN ON RECORD OF SURVEY NO. 17350, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL 4, ALSO BEING A POINT ON THE WESTERLY LINE OF SAID 100 FOOT RIGHT- OF-WAY OF THE ATCHISON, TOPEKA, AND SANTA FE RAILROAD; THENCE ALONG SAID WESTERLY LINE, NORTH 22°30'13" WEST, 1319.08 FEET; THENCE LEAVING SAID WESTERLY LINE, SOUTH 67°29'47" WEST, 58.72 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 67°31'21" WEST, 229.72 FEET; THENCE NORTH 40°03'53" WEST, 199.13 FEET; THENCE SOUTH 66°28'49" WEST, 45.93 FEET; THENCE NORTH 22°28'46" WEST, 587.13 FEET; THENCE NORTH 67°31'14" EAST, 338.82 FEET; THENCE SOUTH 22°37'35" EAST, 536.65 FEET; THENCE SOUTH 20°08'20" EAST, 115.20 FEET; THENCE SOUTH 22°37'35" EAST, 124.38 FEET TO THE TRUE POINT OF BEGINNING. ALL DISTANCES SHOWN HEREON ARE GRID DISTANCES. TO COMPUTE GROUND DISTANCES, DIVIDE GRID DISTANCES BY 0.999963440. ALL BEARINGS SHOWN HEREON ARE GRID BASED UPON CALIFORNIA COOIODINATE SYSTEM ZONE 6, NAD-83, AND EPOCH 1991.35. APN: 210-010-46 (portion) PARCEL C: A WATER PLANT INTAKE/DISCHARGE EASEMENT AS MORE PARTICULARLY DESCRIBED AND SET FORTH IN A DOCUMENT ENTITLED "SECOND AMENDED AND RESTATED GROUND LEASE AND EASEMENT AGREEMENT" DATED APRIL 7, 2010, A SHORT FORM OF WHICH RECORDED QfiC , 2012 AS INSTRUMENT NO. 2012-n$Cfl9^3 OF OFFICIAL RECORDS OF SAID COUNTY, ON, OVER, UNDER, UPON AND THROUGH THE FOLLOWING DESCRIBED LAND: [EXHIBIT A] 9204 9205 THAT PORTION OF PARCEL 4 AS SHOWN AND DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 30, 2001, AS DOCUMENT NO. 2001- 0789068, OFFICIAL RECORDS AND AS SHOWN ON RECORD OF SURVEY NO. 17350, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL 4, ALSO BEING A POINT ON THE WESTERLY LINE OF THE 100.00 FOOT WIDE RIGHT-OF-WAY OF THE ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID WESTERLY LINE, NORTH 22°30'13" WEST, 1490.22 FEET; THENCE LEAVING SAID WESTERLY LINE, SOUTH 66°28'49" WEST, 340.71 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 66°28'49" WEST, 439.94 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 70.00 FEET; THENCE WESTERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 81°26'18", 99.50 FEET; THENCE TANGENT TO SAID CURVE, NORTH 32°04'53" WEST, 93.96 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 45.00 FEET; THENCE NORTHERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 10°50'13", 8.51 FEET; THENCE TANGENT TO SAID CURVE, NORTH 42°55'06' WEST, 37.86 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 52.50 FEET; THENCE WESTERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 69°07'13", 63.33 FEET; THENCE TANGENT TO SAID CURVE, SOUTH 67°57'41" WEST, 325.78 FEET TO A POINT ON THE EASTERLY LINE OF CARLSBAD BOULEVARD (FORMERLY XI-SD-23), BEING 100.00 FEET WIDE AS SHOWN ON RECORD OF SURVEY NO. 17350; THENCE NORTH 24°07'36" WEST, 41.25 FEET; THENCE LEAVING SAID EASTERLY LINE, NORTH 34°28'03' EAST, 161.11 FEET; THENCE NORTH 67°05'54" EAST, 142.26 FEET; THENCE SOUTH 76°03'09" EAST, 74.70 FEET; THENCE SOUTH 67°18'36" EAST, 174.25 FEET THENCE SOUTH 22°23'45" EAST, 151.01 FEET; THENCE NORTH 66°3ri2" EAST, 403.04 FEET; THENCE SOUTH 22°28'46" EAST, 17.56 FEET; THENCE NORTH 66°28'49" EAST, 45.93 FEET; THENCE SOUTH 40°03'53" EAST, 26.08 FEET TO THE TRUE POINT OF BEGINNING. ALL DISTANCES SHOWN HEREON ARE GRID DISTANCES. TO COMPUTE GROUND DISTANCES, DIVIDE GRID DISTANCES BY 0.999963440. ALL BEARINGS SHOWN HEREON ARE GRID BASED UPON CALIFORNIA COORDINATE SYSTEM ZONE 6, NAD-83, AND EPOCH 1991.35. PARCEL D: A CONNECTION EASEMENT AS MORE PARTICULARLY DESCRIBED AND SET FORTH IN A DOCUMENT ENTITLED "SECOND AMENDED AND RESTATED GROUND LEASE AND EASEMENT AGREEMENT" DATED APRIL 7, 2010, A [EXHIBIT A] 9206 SHORT FORM OF WHICH RECORDED , 2012 AS INSTRUMENT NO. 2012 OF OFFICIAL RECORDS OF SAID COUNTY, ON, OVER, UNDER, UPON AND THROUGH THE FOLLOWING DESCRIBED LAND: THAT PORTION OF PARCEL 4 AS SHOWN AND DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 30, 2001, AS DOCUMENT NO. 2001- 0789068, OFFICIAL RECORDS AND AS SHOWN ON RECORD OF SURVEY NO. 17350, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL 4, ALSO BEING A POINT ON THE WESTERLY LINE OF THE 100.00 FOOT WIDE RIGHT-OF-WAY OF THE ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID WESTERLY LINE, NORTH 22°30'13' WEST, 1490.22 FEET; THENCE LEAVE^TG SAID WESTERLY LINE, SOUTH 66°28'49" WEST, 340.71 FEET; THENCE SOUTH 66°28'49" WEST, 439.94 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHEASTERLY AND HAVE^G A RADIUS OF 70.00 FEET; THENCE WESTERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 81°26'18", 99.50 FEET; THENCE TANGENT TO SAID CURVE, NORTH 32°04'53" WEST, 93.96 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 45.00 FEET; THENCE NORTHERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 10°50'13", 8.51 FEET; THENCE TANGENT TO SAID CURVE, NORTH 42°55'06" WEST, 37.86 FEET TO THE BEGINNESTG OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVESTG A RADIUS OF 52.50 FEET; THENCE WESTERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 69°07'13", 63.33 FEET; THENCE TANGENT TO SAID CURVE, SOUTH 67°57'41" WEST, 122.13 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 22°18'36" EAST, 202.81 FEET; THENCE SOUTH 67°41'24" WEST, 37.42 FEET; THENCE NORTH 22°18'36" WEST 14.00 FEET; THENCE NORTH 67°41'24" EAST, 23.42 FEET; THENCE NORTH 22°18'36" WEST, 188.87 FEET; THENCE NORTH 67°57'41" EAST, 14.00 FEET TO THE TRUE POINT OF BEGINNING. ALL DISTANCES SHOWN HEREON ARE GRID DISTANCES. TO COMPUTE GROUND DISTANCES, DIVIDE GRID DISTANCES BY 0.999963440. ALL BEARINGS SHOWN HEREON ARE GRID BASED UPON CALIFORNIA COORDESfATE SYSTEM ZONE 6, NAD-83, AND EPOCH 1991.35. PARCEL E: A PRODUCT WATER PIPELESTE EASEMENT AS MORE PARTICULARLY DESCRIBED AND SET FORTH ESf A DOCUMENT ENTITLED "SECOND AMENDED AND RESTATED GROUND LEASE AND EASEMENT AGREEMENT" DATED APRIL 7, 2010, A SHORT FORM OF WHICH RECORDED , 2012 AS E^ISTRUMENT NO. 2012 OF OFFICIAL RECORDS OF SAID [EXHIBIT A] 9207 COUNTY, ON, OVER, UNDER, UPON AND THROUGH THE FOLLOWE^G DESCRIBED LAND: THAT PORTION OF PARCEL 4 AS SHOWN AND DESCRIBED E^J CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 30, 2001, AS DOCUMENT NO. 2001- 0789068, OFFICIAL RECORDS AND AS SHOWN ON RECORD OF SURVEY NO. 17350, TOGETHER WITH THAT PORTION OF A 100.00 FOOT RIGHT-OF-WAY OF THE ATCHISON TOPEKA AND SANTA FE RAILROAD, WITHEST LOT "H" OF RANCHO AGUA HEDIONDA, ACCORDESTG TO MAP THEREOF NO. 823, ALL BEE^G IM THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGESfNESTG AT THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL 4, ALSO BEING A POE^^T ON THE WESTERLY UNE OF SAID ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG THE SOUTHERLY UNE OF SAID PARCEL 4, NORTH 44°29'52" WEST, 52.55 FEET; THENCE NORTH 82°40'44" WEST, 56.01 FEET; THENCE LEAVESTG SAID SOUTHERLY LINE, NORTH 19°02'22" WEST, 79.55 FEET TO THE BEGES[NES[G OF A NON-TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVESTG A RADIUS OF 553.00 FEET, A RADIAL LINE TO SAID POESfT BEARS NORTH 31°37'17" EAST; THENCE WESTERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 11°46'22", 113.63 FEET; THENCE NORTH 67°28'02" EAST, 83.57 FEET; THENCE NORTH 09°39'03" WEST, 32.20 FEET; THENCE NORTH 22°32'58" WEST, 186.83 FEET; THENCE NORTH 29°58'25" WEST, 434.98 FEET; THENCE NORTH 16°01'06" WEST, 234.09 FEET; THENCE NORTH 14°45'12" WEST, 147.72 FEET; THENCE NORTH 22°37'35" WEST, 174.35 FEET; THENCE NORTH 20°08'20" WEST, 115.20 FEET; THENCE NORTH 22°37'35' WEST, 536.65 FEET; THENCE NORTH 67°31'14" EAST, 45.00 FEET; THENCE SOUTH 22°37'35" EAST, 829.42 FEET; THENCE SOUTH 23°07'35" EAST, 791.70 FEET TO A POESfT ON SAID WESTERLY LE^E OF THE ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID WESTERLY LINE, SOUTH 22°30'13" EAST, 252.87 FEET; THENCE LEAVESfG SAID WESTERLY LE^E NORTH 67°29'47" EAST, 100.00 FEET TO A POEsfT ON THE EASTERLY LESfE OF SAID ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID EASTERLY LE^JE, SOUTH 22°30'13" EAST, 69.27 FEET; THENCE LEAVE^G SAID EASTERLY LINE, SOUTH 67°29'47" WEST, 100.00 FEET TO SAID WESTERLY LESTE OF THE ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID WESTERLY LESfE SOUTH 22°30'13" EAST, 151.99 FEET TO THE TRUE ?OINT OF BEGESnSfESTG. ALL DISTANCES SHOWN HEREON ARE GRID DISTANCES. TO COMPUTE GROUND DISTANCES, DIVIDE GRID DISTANCES BY 0.999963440. ALL BEARESTGS SHOWN HEREON ARE GRID BASED UPON CALIFORNIA COORDMATE SYSTEM ZONE 6, NAD-83, AND EPOCH 1991.35. PARCEL F: [EXHIBIT A] 9208 A SEWER/DOMESTIC WATER EASEMENT AS MORE PARTICULARLY DESCRIBED AND SET FORTH JN A DOCUMENT ENTITLED "SECOND AMENDED AND RESTATED GROUND LEASE AND EASEMENT AGREEMENT" DATED APRIL 7, 2010, A SHORT FORM OF WHICH RECORDED , 2012 AS E^JSTRUMENT NO. 2012 OF OFFICIAL RECORDS OF SAID COUNTY, ON, UNDER AND UPON THE FOLLOWE^G DESCRIBED LAND: THAT PORTION OF PARCEL 4 AS SHOWN AND DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 30, 2001, AS DOCUMENT NO. 2001- 0789068, OFFICIAL RECORDS AND AS SHOWN ON RECORD OF SURVEY NO. 17350, TOGETHER WITH THAT PORTION OF A 100.00 FOOT RIGHT-OF-WAY OF THE ATCHISON TOPEKA AND SANTA FE RAILROAD, WITHEST LOT "H" OF RANCHO AGUA HEDIONDA, ACCORDESTG TO MAP THEREOF NO. 823, ALL BEEVJG IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNL\, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCESTG AT THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL 4, ALSO BEING A POESfT ON THE WESTERLY LINE OF SAID ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID WESTERLY LE^E, NORTH 22°30'13" WEST, 1692.10 FEET TO THE TRUE POE^JT OF BEGE^JNESTG, SAID POES[T BEESfG ON THE SOUTHERLY LINE OF THAT CERTAEVJ "PIPE LJNE LICENSE" DATED MARCH 1, 1971, BY AND BETWEEN THE ATCHISON TOPEKA AND SANTA FE RAILWAY COMPANY AND SAN DIEGO GAS AND ELECTRIC COMPANY, WHICH LICENSE GRANTS THE RIGHT TO CONSTRUCT AND MAES[TAES[ A TUNNEL, PIPE AND PEDESTRL\N WALKWAY AND VARIOUS SIZES OF CARRIER PIPE; THENCE ALONG SAID SOUTHERLY LESfE, SOUTH 67°38'26" WEST 54.52 FEET; THENCE LEAVESIG SAID SOUTHERLY LINE, NORTH 22°37'35" WEST, 9.00 FEET TO A POESfT ON THE NORTHERLY LE^E OF SAID "PIPE L^E LICENSE"; THENCE ALONG SAID NORTHERLY LINE, NORTH 67°38'26" EAST, 183.15 FEET; THENCE LEAVE^G SAID NORTHERLY LINE, NORTH 22°21'34" WEST, 18.01 FEET; THENCE NORTH 67°38'26" EAST, 35.00 FEET; THENCE SOUTH 22°21'34" EAST, 37.01 FEET; THENCE SOUTH 67°38'26" WEST, 15.00 FEET; THENCE SOUTH 22°21'34' EAST, 32.16 FEET; THENCE SOUTH 67°38'26" WEST, 40.78 FEET; THENCE NORTH 22°21'34" WEST, 20.00 FEET; THENCE NORTH 67°38'26" EAST, 20.78 FEET; THENCE NORTH 22°2r34" WEST, 22.16 FEET TO A POE^T ON THE SOUTHERLY LINE OF SAID "PIPE LEsTE LICENSE"; THENCE ALONG SAID SOUTHERLY LINE, SOUTH 67°38'26" WEST, 128.59 FEET TO THE TRUE VOJNT OF BEGENJNmG. ALL DISTANCES SHOWN HEREON ARE GRID DISTANCES. TO COMPUTE GROUND DISTANCES, DIVIDE GRID DISTANCES BY 0.999963440. ALL BEARESTGS SHOWN HEREON ARE GRID BASED UPON CALIFORNIA COORDESTATE SYSTEM ZONE 6, NAD-83, AND EPOCH 1991.35. PARCEL G: [EXHIBIT A] AN EASEMENT FOR INGRESS AND EGRESS AS MORE PARTICULARLY DESCRIBED AND SET FORTH IN A DOCUMENT ENTITLED "SECOND AMENDED AND RESTATED GROUND LEASE AND EASEMENT AGREEMENT" DATED APRIL 7, 2010, A SHORT FORM OF WHICH RECORDED 2012 AS E^STRUMENT NO. 2012 OF OFFICIAL RECORDS OF SAID COUNTY, OVER, ACROSS, AND THROUGH THE FOLLOWESTG DESCRIBED LAND: THOSE PORTIONS OF PARCEL 4 PER CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 30, 2001 AS DOCUMENT NO. 2001-0789068, OFFICIAL RECORDS AND AS SHOWN ON RECORD OF SURVEY NO. 17350, EST THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNL\, MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL G-1-1: COMMENCE^G AT THE MOST NORTHWESTERLY CORNER OF SAID PARCEL 4, ALSO BEING A POESfT ON THE EASTERLY RIGHT-OF-WAY LESfE OF CARLSBAD BOULEVARD (FORMERLY XI-SD-23), BEING 100.00 FEET WIDE AS SHOWN ON SAJD RECORD OF SURVEY NO. 17350; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY LINE SOUTH 24°07'36" EAST, 778.85 FEET TO THE TRUE POESfT OF BEGESnSTESTG; THENCE LEAVESTG SAID EASTERLY RIGHT-OF- WAY LE^E, NORTH 67°57'41" EAST, 287.88 FEET TO A POE^T HEREESTAFTER REFERRED TO AS ?OINT "A"; THENCE CONTESrumG NORTH 67°57'41" EAST, 39.00 FEET TO THE BEGESfNESfG OF A TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVE^G A RADIUS OF 85.00 FEET; THENCE SOUTHEASTERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 75°57'07", A DISTANCE OF 112.68 FEET; THENCE SOUTH 36°05'12" EAST, 66.60 FEET TO A POESfT HEREE^JAFTER REFERRED TO AS POESfT "B"; THENCE CONTE^JUEVJG SOUTH 36°05'12" EAST, 70.40 FEET TO THE BEGESfNESfG OF A TANGENT CURVE, CONCAVE NORTHEASTERLY AND HAVESTG A RADIUS OF 40.00 FEET; THENCE SOUTHEASTERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 77°25'59", A DISTANCE OF 54.06 FEET; THENCE NORTH 66°28'49" EAST, 386.22 FEET TO THE BEGEsnSTESfG OF A NON-TANGENT CURVE, CONCAVE EASTERLY AND HAVESfG A RADIUS OF 26.00 FEET, A RADIAL LE^E TO SAID BEGESfNESTG BEARS SOUTH 76°28'31" WEST; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 39°25'34", A DISTANCE OF 17.89 FEET; THENCE NORTH 25°54'05" EAST, 6.90 FEET TO THE BEGEWE^G OF A TANGENT CURVE, CONCAVE WESTERLY AND HAVESfG A RADIUS OF 26.00 FEET; THENCE NORTHERLY, ALONG. THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 48°23'09", A DISTANCE OF 21.96 FEET; THENCE NORTH 22°29'04" WEST, 530.74 FEET; THENCE NORTH 67°27'27" EAST, 284.61 FEET TO THE BEGEWESfG OF A TANGENT CURVE, CONCAVE NORTHWESTERLY AND HAVESfG A RADIUS OF 28.00 FEET; THENCE [EXHIBIT A] NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°05'02", A DISTANCE OF 44.02 FEET; THENCE SOUTH 22°37'35" EAST, 68.01 FEET TO THE BEGESlNESfG OF A NON-TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVESfG A RADIUS OF 20.00 FEET, A RADIAL LESfE TO SAID BEGESINE^G BEARS NORTH 67°22'25" EAST; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 89°54'58", A DISTANCE OF 31.39 FEET; THENCE SOUTH 67°27'27" WEST, 227.77 FEET TO THE BEGESfNE^G OF A TANGENT CURVE, CONCAVE SOUTHEASTERLY AND HAVENJG A RADIUS OF 40.00 FEET, THENCE SOUTHWESTERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 89°56'31", A DISTANCE OF 62.79 FEET; THENCE SOUTH 22°29'04" EAST, 494.00 FEET TO THE BEGESfNESfG OF A TANGENT CURVE, CONCAVE NORTHEASTERLY AND HAVE^TG A RADIUS OF 20.00 FEET; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 91°02'07", A DISTANCE OF 31.78 FEET; THENCE NORTH 66°28'49" EAST, 224.44 FEET TO THE BEGESfNESfG OF A TANGENT CURVE, CONCAVE NORTHWESTERLY AND HAVE^JG A RADIUS OF 45.00 FEET; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 89°06'24", A DISTANCE OF 69.98 FEET; THENCE SOUTH 22°37'35" EAST, 115.09 FEET; THENCE NORTH 67°2225" EAST, 5.00 FEET TO THE BEGE^JNESfG OF A NON-TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVE^G A RADIUS OF 45.00 FEET, A RADIAL LESfE TO SAID BEGESfNESfG BEARS NORTH 67°22'25" EAST; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°53'36", A DISTANCE OF 71.39 FEET; THENCE SOUTH 66°28'49" WEST, 671.45 FEET TO THE BEGEWE^G OF A TANGENT CURVE, CONCAVE NORTHEASTERLY AND HAVE^JG A RADIUS OF 70,00 FEET; THENCE NORTHWESTERLY THROUGH A CENTRAL ANGLE OF 77°25'59", A DISTANCE OF 94.60 FEET; THENCE NORTH 36°05'12" WEST, 137.00 FEET TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVESfG A RADIUS OF 55.00 FEET; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 75°57'07", A DISTANCE OF 72.91 FEET; THENCE SOUTH 67°57'41" WEST, 325.78 FEET TO A POEVJT ON SAID EASTERLY RIGHT-OF-WAY LESfE OF CARLSBAD BOULEVARD; THENCE ALONG SAID EASTERLY RIGHT- OF-WAY LEsfE NORTH 24°07'36" WEST, 30.02 FEET TO THE TRUE POEsfT OF BEGESfNESfG. PARCEL G-1-2: BEGESfNESfG AT THE AFOREMENTIONED ?OINT "A"; THENCE NORTH 22°02'19" WEST, 50.39 FEET; THENCE NORTH 36°06'39" WEST, 60.37 FEET; THENCE NORTH 54°32'13" WEST, 21.07 FEET; THENCE SOUTH 77°34'37" WEST, 61.07 FEET TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE NORTHERLY AND HAVESfG A RADIUS OF 200.00 FEET; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 20°30'00", A DISTANCE OF 71.56 FEET; THENCE NORTH 81°55'23" WEST, 87.30 [EXHIBIT A] FEET TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVESfG A RADIUS OF 25.00 FEET; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 89°2233", A DISTANCE OF 39.00 FEET; THENCE NORTH 07°27'10" EAST, 90.76 FEET; THENCE SOUTH 82°32'50" EAST, 20.00 FEET; THENCE SOUTH 07°27'10" WEST, 90.76 FEET TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVESfG A RADIUS OF 5.00 FEET; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 89°22'33", A DISTANCE OF 7.80 FEET; THENCE SOUTH 81°55'23" EAST, 87.30 FEET TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 180.00 FEET; THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 20°30'00", A DISTANCE OF 64.40 FEET; THENCE NORTH 77°34'37' EAST, 1.29 FEET TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVESfG A RADIUS. OF 100.00 FEET; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 20°56'13", A DISTANCE OF 36.54 FEET TO THE BEGESfNE^G OF A REVERSE CURVE CONCAVE SOUTHWESTERLY AND HAVESfG A RADIUS OF 40.00 FEET, A RADIAL TO SAID BEGESfNESfG BEARS NORTH 33°2r36" WEST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 106°49'27", A DISTANCE OF 74.58 FEET TO THE BEGESfNESfG OF A REVERSE CURVE CONCAVE NORTHEASTERLY AND HAVESfG A RADIUS OF 100.00 FEET, A RADIAL TO SAID BEGESfNESfG BEARS NORTH 73°27'51" EAST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 19°34'30", A DISTANCE OF 34.16 FEET; THENCE SOUTH 36°06'39" EAST, 29.01 FEET; THENCE SOUTH 22°02'19" EAST, 51.88 FEET; THENCE SOUTH 67°57'41" WEST, 12.00 FEET TO THE POEsfT OF BEGESfNESfG. PARCEL G-1-3: BEGEWEsfG AT THE. AFOREMENTIONED POE^T "B"; THENCE NORTH 53°54'48" EAST, 41.39 FEET TO THE BEGESfNEsfG OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVESfG A RADIUS OF 66.00 FEET; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 36°40'08", A DISTANCE OF 42.24 FEET; THENCE SOUTH 89°25'04" EAST, 65.34 FEET TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVESfG A RADIUS OF 148.00 FEET; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 07°42'08", A DISTANCE OF 19.90 FEET TO THE BEGESfNESfG OF A REVERSE CURVE CONCAVE NORTHWESTERLY AND HAVESfG A RADIUS OF 45.00 FEET, A RADIAL LESfE TO SAID BEGESfNESfG BEARS NORTH 08°17'04" EAST; THENCE NORTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 52°55'14", A DISTANCE OF 41.56 FEET; THENCE NORTH 35°44'04" EAST, 39.55 FEET; THENCE NORTH 27°10'44" EAST, 61.70 FEET TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE [EXHIBIT A] WESTERLY AND HAVESfG A RADIUS OF 95.00 FEET; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 60°5716", A DISTANCE OF 101.07 FEET; THENCE NORTH 33°46'32" WEST, 74.15 FEET; THENCE NORTH 23°23'53" WEST, 104.88 FEET; THENCE NORTH 10°50'10" WEST, 290.09 FEET; THENCE NORTH 22°52'47" WEST, 424.13 FEET TO THE BEGINNESfG OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVESfG A RADIUS OF 85.00 FEET; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°06'41", A DISTANCE OF 133.68 FEET; THENCE NORTH 67°13'54" EAST, 339.95 FEET TO A POEsfT HEREEsfAFTER REFERRED TO AS POESfT "C"; THENCE SOUTH 22°37'35" EAST, 60.12 FEET TO THE BEGESfNESfG OF A NON-TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVESfG A RADIUS OF 50.00 FEET, A RADIAL LESfE TO SAID BEGESfNE^G BEARS NORTH 67°22'25" EAST; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°08'31", A DISTANCE OF 78.66 FEET; THENCE SOUTH 67°13'54" WEST, 282.79 FEET TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVEsfG A RADIUS OF 80.00 FEET; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°06'41", A DISTANCE OF 125.82 FEET; THENCE SOUTH 22°52'47" EAST, 178.59 FEET TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVESfG A RADIUS OF 35.00 FEET; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 89°26'30", A DISTANCE OF 54.64 FEET; THENCE NORTH 67°40'43" EAST, 357.01 FEET TO THE BEGESfNE^G OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVESfG A RADIUS OF 20.00 FEET; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°18'18", A DISTANCE OF 31.52 FEET; THENCE SOUTH 22°37'35" EAST, 52.00 FEET TO THE BEGESfNESfG OF A NON-TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVE^G A RADIUS OF 20.00 FEET, A RADIAL LEsfE TO SAID BEGESfNESfG BEARS NORTH 67°22'25" EAST; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 89°41'42", A DISTANCE OF 31.31 FEET; THENCE SOUTH 67°40'43" WEST, 356.49 FEET TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVESfG A RADIUS OF 35.00 FEET; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°3330", A DISTANCE OF 55.32 FEET; THENCE SOUTH 22°52'47" EAST, 237.92 TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVESfG A RADIUS OF 25.00 FEET; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 89°39'46", A DISTANCE OF 39.12 FEET; THENCE NORTH 67°27,27" EAST, 72.90 FEET; THENCE SOUTH 22°29'04" EAST, 46.03 FEET TO THE BEGESfNESfG OF A NON-TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVESfG A RADIUS OF 30.00 FEET, A RADIAL LEsfE TO SAID BEGEsfNBsfG BEARS NORTH 67°30'56" EAST; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°03'29", A DISTANCE OF 47.15 FEET; THENCE SOUTH 67°27'27" WEST, 54.21 FEET TO THE [EXHIBIT A] 9212 BEGESfNESfG OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND 9213 HAVESfG A RADIUS OF 40.00 FEET; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 76°34'45", A DISTANCE OF 53.46 FEET; THENCE SOUTH 09°07'18" EAST, 118.07 FEET; THENCE SOUTH 26°02'01" EAST, 60.70 FEET; THENCE SOUTH 21°35'15" EAST, 87.47 FEET; THENCE SOUTH 43°24'48" EAST, 35.10 FEET; THENCE SOUTH 33°46'32" EAST, 11.40 FEET TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE WESTERLY AND HAVESfG A RADIUS OF 115.00 FEET; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 60°57'16", A DISTANCE OF 122.34 FEET; THENCE SOUTH 27°10'44" WEST, 63.20 FEET; THENCE SOUTH 35°44'04" WEST, 45.85 FEET TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVESfG A RADIUS OF 33.00 FEET, THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 68°35'11", A DISTANCE OF 39.50 FEET; THENCE NORTH 75°40'45" WEST, 4.40 FEET TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVmO A RADIUS OF 136.00 FEET, THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 13°44'19", A DISTANCE OF 32.61 FEET; THENCE NORTH 89°25'04" WEST, 65.34 FEET TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVESfG A RADIUS OF 54.00 FEET; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 36°40'08", A DISTANCE OF 34.56 FEET; THENCE SOUTH 53°54'48", 41.39 FEET; THENCE NORTH 36°05'12" WEST, 12.00 FEET TO THE POESfT OF BEGESfNESfG. PARCEL G-1-4: BEGESfNESfG AT THE AFOREMENTIONED POESfT "C"; THENCE NORTH 67°13'54" EAST, 20.00 FEET; THENCE SOUTH 22°37'35" EAST, 1431.44 FEET; THENCE SOUTH 14°45'12" EAST, 149.17 FEET; THENCE SOUTH 16°01'06" EAST, 230.76 FEET; THENCE SOUTH 29°58'25" EAST, 394,84 FEET; THENCE SOUTH 22°32'58" EAST, 228.36 FEET; THENCE SOUTH 13°47'06" EAST, 63.74 FEET; THENCE SOUTH 19°08'10" EAST, 127.98 FEET; THENCE SOUTH 23'13'34" EAST, 16.38 FEET TO A POESfT ON THE SOUTHERLY LESfE OF SAID PARCEL 4; THENCE ALONG SAID SOUTHERLY LESfE, NORTH 82°40'44" WEST, 26.94 FEET; THENCE LEAVEsfG SAID SOUTHERLY LEsfE, NORTH 25°32'32" WEST, 46.58 FEET; THENCE NORTH 13°47'06" WEST, 150.48 FEET; THENCE NORTH 22°32'58" WEST, 186.83 FEET; THENCE NORTH 29°58'25" WEST, 434.98 FEET TO A POINT HEREESfAFTER REFERRED TO AS POESfT "D"; THENCE NORTH 16°01'06" WEST, 234.09 FEET; THENCE NORTH 14°45'12" WEST, 147.72 FEET; THENCE NORTH 22°3735" WEST, 174.35 FEET; THENCE NORTH 67°22'25" EAST, 5.00 FEET; THENCE NORTH 22°37'35" WEST, 1255.32 FEET TO THE POEsfT OF BEGESfNESfG. PARCEL G-1-5: [EXHIBIT A] BEGESfNESfG AT THE AFOREMENTIONED POESfT "D"; THENCE SOUTH 29°58'25" EAST, 114.32 FEET; THENCE SOUTH 61°25'19" WEST, 40.23 FEET; THENCE SOUTH 31°54'12" WEST, 141.12 FEET; THENCE SOUTH 10°46'24" WEST, 103.89 FEET; THENCE SOUTH 19°30'03" EAST, 219.38 FEET TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVEsfG A RADIUS OF 30.0.0 FEET; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 87°08'02", A DISTANCE OF 45.62 FEET; THENCE SOUTH 67°37'59" WEST, 407.97 FEET TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE NORTHERLY AND HAVESfG A RADIUS OF 166.00 FEET; THENCE WESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 40°05'20", A DISTANCE OF 116.15 FEET; THENCE NORTH 72°16'41" WEST, 43.29 FEET TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVESfG A RADIUS OF 175.00 FEET; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 77°16'24", A DISTANCE OF 236.02 FEET; THENCE SOUTH 30°26'55" WEST, 147.84 FEET TO A POESfT ON THE SOUTHERLY LESfE OF SAID PARCEL 4; THENCE ALONG SAID SOUTHERLY LESfE SOUTH 60°43'42" WEST, 6.24 FEET TO THE SOUTHWEST CORNER OF SAID PARCEL 4, SAID CORNER ALSO BEESfG A POESfT ON SAID EASTERLY RIGHT-OF-WAY LESfE OF CARLSBAD BOULEVARD AND A POESfT ON A NON-TANGENT CURVE CONCAVE EASTERLY AND HAVEsfG A RADIUS OF 5216.55 FEET, A RADIAL LESfE TO SAID POESfT BEARS SOUTH 60°55'15" WEST; THENCE NORTHERLY ALONG SAID EASTERLY RIGHT-OF-WAY LESfE AND THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 00°28'15", A DISTANCE OF 42.87 FEET; THENCE LEAVE^G SAID EASTERLY RIGHT-OF- WAY LEsfE, NORTH 30°2655" EAST, 131.55 FEET TO THE BEGEsfNBsfG OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVEsfG A RADIUS OF 215.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 55°44'40", A DISTANCE OF 209.18 FEET; THENCE SOUTH 72°16'41" EAST, 122.19 FEET TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE NORTHERLY AND HAVE^G A RADIUS OF 141.00 FEET; THENCE EASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 40°05'20", A DISTANCE OF 98.66 FEET; THENCE NORTH 67°37'59" EAST, 380.53 FEET TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVESfG A RADIUS OF 40.00 FEET; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 90°57'16", A DISTANCE OF 63.50 FEET; THENCE NORTH 23°19'17" WEST, 205.69 FEET TO THE BEGESfNESfG OF A NON-TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVESfG A RADIUS OF 100.00 FEET, A RADIAL LE^E TO SAID BEGESfNESfG BEARS SOUTH 48°44'55" EAST; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 33°17'20", A DISTANCE OF 58.10 FEET; THENCE NORTH 07°57'45" EAST, 60.91 FEET TO THE BEGESfNESfG OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVESfG A RADIUS OF 100.00 FEET; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 28°48'10", A DISTANCE OF 50.27 FEET; THENCE NORTH 36°5713" [EXHIBIT A] 9214 EAST, 77.04 FEET; THENCE NORTH 21°28'50" EAST, 24.19 FEET; THENCE 9215 NORTH 02°46'38" EAST, 87.93 FEET TO THE POESfT OF BEGESfNESfG. ALL DISTANCES SHOWN HEREON ARE GRID DISTANCES. TO COMPUTE GROUND DISTANCES, DIVIDE GRID DISTANCES BY 0.999963440. ALL BEARE^GS SHOWN HEREON ARE GRID, BASED UPON CALIFORNL\ COORDE^ATE SYSTEM ZONE 6, NAD-83, AND EPOCH 1991.35. PARCEL H: A SEAWATER ESfTAKE/OUTFALL EASEMENT AS MORE PARTICULARLY DESCRIBED AND SET FORTH ESf A DOCUMENT ENTITLED "SECOND AMENDED AND RESTATED GROUND LEASE AND EASEMENT AGREEMENT" DATED APRIL 7, 2010, A SHORT FORM OF WHICH RECORDED , 2012 AS ESfSTRUMENT NO. 2012 OF OFFICIAL RECORDS OF SAID COUNTY, OVER, ACROSS, AND THROUGH THE FOLLOWESfG DESCRIBED LAND: THAT PORTION OF PARCEL 4 PER CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 30, 2001 AS DOCUMENT NO. 2001-0789068, OFFICIAL RECORDS AND AS SHOWN ON RECORD OF SURVEY NO. 17350, Esf THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCESfG AT THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL 4, ALSO BEESfG A POESfT ON THE WESTERLY LESfE OF THE 100.00 FOOT WIDE RIGHT-OF-WAY OF THE ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID WESTERLY LESfE, NORTH 22°30'13' WEST, 1490.22 FEET; THENCE LEAVESfG SAID WESTERLY LESfE, SOUTH 66°28'49" WEST, 340.71 FEET; THENCE NORTH 40°03'53" WEST, 26.08 FEET; THENCE SOUTH 66°28'49" WEST, 45.93 FEET; THENCE NORTH 22°28'46" WEST, 17.56 FEET; THENCE SOUTH 66°31'12" WEST, 403.04 FEET; THENCE NORTH 22°23'45' WEST, 151.01 FEET; THENCE NORTH 67°18'36" WEST, 174.25 FEET; THENCE NORTH 76°03'09" WEST, 33.56 FEET TO THE TRUE POESfT OF BEGESfNESfG; THENCE NORTH 76°03'09" WEST, 41.14 FEET; THENCE SOUTH 67°05'54" WEST, 142.26 FEET; THENCE SOUTH 34°28'03" WEST, 161.11 FEET TO A FOINT ON THE EASTERLY LEsfE OF CARLSBAD BOULEVARD (FORMERLY XI-SD-23), BEESfG 100.00 FEET WIDE AS SHOWN ON RECORD OF SURVEY NO. 17350; THENCE ALONG SAID EASTERLY LESfE NORTH 24°07'36" WEST, 498.52 FEET; THENCE LEAVESfG SAID EASTERLY LEsfE NORTH 64°33'05" EAST, 16.50 FEET; THENCE NORTH 12°16'19" EAST, 29.68 FEET; THENCE NORTH 65°25'26" EAST, 158.31 FEET TO A POESfT ON THE NORTHERLY LESfE OF SAID PARCEL 4; THENCE ALONG SAID NORTHERLY LESfE, SOUTH 30°14'20" EAST, 44.12 FEET; THENCE SOUTH 05°57'51" EAST, 202.95 FEET; THENCE SOUTH 74°44'52" EAST, 164.81 FEET; THENCE NORTH 41°35'28" EAST, 60.84 FEET; THENCE SOUTH 22°28'46" EAST, 152.31 FEET TO THE POESfT OF BEGESfNESfG. [EXHIBIT A] ALL DISTANCES SHOWN HEREON ARE GRID DISTANCES. TO COMPUTE GROUND DISTANCES, DIVIDE GRID DISTANCES BY 0.999963440. ALL BEARESfGS SHOWN HEREON ARE GRID BASED UPON CALIFORNIA COORDESfATE SYSTEM ZONE 6, NAD-83, AND EPOCH 1991.35. PARCEL I: (EXHIBIT "I" - CONSTRUCTION LAYDOWN AREA) A TEMPORARY CONSTRUCTION EASEMENT AS MORE PARTICULARLY DESCRIBED AND SET FORTH ESf A DOCUMENT ENTITLED "SECOND AMENDED AND RESTATED GROUND LEASE AND EASEMENT AGREEMENT" DATED APRIL 7, 2010, A SHORT FORM OF WHICH RECORDED , 2012 AS ESfSTRUMENT NO. 2012 OF OFFICIAL RECORDS OF SAJD COUNTY, OVER THAT PORTION OF PARCEL 4 AS SHOWN AND DESCRIBED ESf CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 30, 2001, AS DOCUMENT NO. 2001-0789068, OFFICIAL RECORDS AND AS SHOWN ON RECORD OF SURVEY NO. 17350, Esf THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCmO AT THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL 4, ALSO BEESfG A POE^T ON THE WESTERLY LE^E OF THE 100.00 FOOT WIDE RIGHT-OF-WAY OF THE FORMER ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID WESTERLY LESfE, NORTH 22°30'13" WEST, 937.31 FEET; THENCE LEAVEsfG SAID WESTERLY LESfE AT RIGHT ANGLES THERETO, SOUTH 67°29'47" WEST, 117.56 FEET TO THE TRUE POE^T OF BEGINNESfG; THENCE SOUTH 54°28'53" WEST, 25.67 FEET; THENCE NORTH 37°30'07" WEST, 68.31 FEET; THENCE NORTH 08°47'02" WEST, 6.10 FEET; THENCE NORTH 37°26'01" WEST, 19.15 FEET; THENCE NORTH 67°47'22" WEST, 6.53 FEET; THENCE NORTH 37°47'07" WEST, 303.35 FEET; THENCE NORTH 67°31'10" EAST, 189.60 FEET; THENCE SOUTH 22°37'35" EAST, 49.97 FEET; THENCE SOUTH 15°16'51" EAST, 253.40 FEET; THENCE SOUTH 09°30'35" EAST, 7.68 FEET; THENCE SOUTH 03°19'57" EAST, 77.21 FEET TO THE TRUE POESfT OF BEGESfNESfG. ALL DISTANCES SHOWN HEREON ARE GRID DISTANCES. TO COMPUTE GROUND DISTANCES, DIVIDE GRID DISTANCES BY 0.999963440. ALL BEARESfGS SHOWN HEREEsf ARE GRID, BASED UPON CALIFORNIA COORDESfATE SYSTEM ZONE 6, NAD-83, AND EPOCH 1991.35. PARCEL K: (EXHIBIT "K" - CONSTRUCTION LAYDOWN AREA) A TEMPORARY CONSTRUCTION EASEMENT AS MORE PARTICULARLY DESCRIBED AND SET FORTH ESf A DOCUMENT ENTITLED "SECOND AMENDED AND RESTATED GROUND LEASE AND EASEMENT AGREEMENT" DATED APRIL 7, 2010, A SHORT FORM OF WHICH RECORDED [EXHIBIT A] 9216 2012 AS ESfSTRUMENT NO. 2012 OF OFFICIAL RECORDS OF SAID COUNTY, OVER THAT PORTION OF PARCEL 4 AS SHOWN AND DESCRIBED 9 21 7 IN CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 30, 2001, AS DOCUMENT NO. 2001-0789068, OFFICL\L RECORDS AND AS SHOWN ON RECORD OF SURVEY NO. 17350, ESf THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCESfG AT THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL 4, ALSO BEESfG A POESfT ON THE WESTERLY LESfE OF THE 100.00 FOOT WIDE RIGHT-OF-WAY OF THE FORMER ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID WESTERLY LESfE, NORTH 22°30'13" WEST, 303.50 FEET; THENCE LEAVEsfG SAID WESTERLY LEsfE AT RIGHT ANGLES THERETO, SOUTH 67°29'47" WEST, 172.60 FEET TO THE TRUE POESfT OF BEGESfNESfG; THENCE SOUTH 67°3ni" WEST, 43.35 FEET; THENCE NORTH 84°00'20" WEST, 78.90 FEET; THENCE SOUTH 79°13'53" WEST, 69.64 FEET; THENCE SOUTH 68°03'30" WEST, 147.88 FEET; THENCE NORTH 22°45'23" WEST, 199.33 FEET; THENCE NORTH 69°09'12" EAST, 114.13 FEET; THENCE NORTH 27° 11'50" EAST, 97.22 FEET; THENCE NORTH 28°52'44" EAST, 34.95 FEET; THENCE NORTH 10°05'22" EAST, 99.12 FEET; THENCE NORTH 34°53'06" EAST, 108.78 FEET; THENCE NORTH 66°58'26" EAST, 51.68 FEET; THENCE SOUTH 29°58'25" EAST, 7.86 FEET; THENCE SOUTH 67°31'14" WEST, 41.77 FEET; THENCE SOUTH 2r53'31" EAST, 11.29 FEET; THENCE SOUTH 67°3ri4" WEST, 22.89 FEET; THENCE SOUTH 22°28'46" EAST, 91.23 FEET; THENCE SOUTH 67°3ri4" WEST, 101.02 FEET; THENCE SOUTH 22°28'46" EAST, 12.41 FEET; THENCE SOUTH 67°31'14" WEST, 10.91 FEET; THENCE SOUTH 29°18'13" WEST, 4.73 FEET; THENCE SOUTH 05°22'27" WEST, 20.25 FEET; THENCE SOUTH 00°01'1" WEST, 36.54 FEET; THENCE SOUTH 74°59'42" WEST, 9.20 FEET; THENCE SOUTH 18°12'58" EAST, 12.47 FEET; THENCE SOUTH 19°24'28" EAST, 131.83 FEET; THENCE NORTH 68°02'58" EAST, 137.49 FEET; SOUTH 22°30'00" EAST, 155.18 FEET TO THE TRUE POESfT OF BEGEsfNE^G. ALL DISTANCES SHOWN HEREON ARE GRID DISTANCES. TO COMPUTE GROUND DISTANCES, DIVIDE GRID DISTANCES BY 0.999963440. ALL BEARESfGS SHOWN HEREE^ ARE GRID, BASED UPON CALIFORNIA COORDESfATE SYSTEM ZONE 6, NAD-83, EACH EPOCH 1991.35. PARCEL L: AN EASEMENT FOR DREDGESfG PURPOSES AS MORE PARTICULARLY DESCRIBED AND SET FORTH ESf A DOCUMENT ENTITLED "SECOND AMENDED AND RESTATED GROUND LEASE AND EASEMENT AGREEMENT" DATED APRIL 7, 2010, A SHORT FORM OF WHICH RECORDED , 2012 AS ESfSTRUMENT NO. 2012 OF OFFICIAL RECORDS OF SAID COUNTY, OVER, ACROSS, AND THROUGH THE FOLLOWEsfG DESCRIBED LAND: [EXHIBIT A] DREDGESfG AREA A PORTION OF LOT "H" OF RANCHO AMA HEDIONDA ESf THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO PARTITION MAP THEREOF NO. 823, ALSO BEESfG PORTIONS OF PARCELS 1 THROUGH 4 AS RECORDED ESf THE FOLLOWESfG RECORDED CERTIFICATE OF COMPLIANCE DOCUMENT NUMBERS RESPECTIVELY: 2001-0789065 THROUGH 2001-0789068 ALL RECORDED October 30, 2001 LYING BELOW THE MEAN HIGH WATER LESfE OF WHAT IS COMMONLY KNOWN AS THE AGUA HEDIONDA OUTER LAGOON. SAID PARCELS ARE ALSO BEESfG SHOWN AS THE SAME PER RECORD OF SURVEY NO. 17350, AS RECORDED AT THE OFFICE OF THE COUNTY RECORDER OF SAID SAN DIEGO COUNTY. PIPELE^E EASEMENT THAT PORTION OF SAID PARCEL 3 PER CERTIFICATE OF COMPLIANCE RECORDED October 30, 2001 AS DOCUMENT NO. 2001-0789067, AND AS SHOWN ON RECORD OF SURVEY NO. 17350, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, BEESfG A 40.00 FOOT WIDE STRIP OF LAND LYE^G 20.00 FEET ON EACH SIDE OF THE CENTERLESfE, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCESfG AT THE SOUTHWESTERLY CORNER OF THAT PORTION OF SAID PARCEL 3 LYESfG EASTERLY OF CARLSBAD BOULEVARD (FORMERLY XI-SD-23), BEESfG 100.00 FEET WIDE AS SHOWN ON SAID RECORD OF. SURVEY NO. 17350, ALSO BEESfG A POESfT ON THE EASTERLY RIGHT-OF- WAY LESfE OF SAID CARLSBAD BOULEVARD; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY LEsfE NORTH 24°07'36" WEST, 677.33 FEET TO THE TRUE POEsfT OF BEGESfNE^G; THENCE NORTH 54°13'37" EAST TO A NORTHEASTERLY TERMESfUS AT THE MEAN HIGH WATER LESfE OF WHAT IS COMMONLY KNOWN AS THE AGUA HEDIONDA OUTER LAGOON. THE SIDELESfES OF SAID 40.00 FOOT WIDE STRIP OF LAND TO BE LENGTHENED OR SHORTENED TO TERMESfATE ON THE SOUTHWEST AT SAID EASTERLY RIGHT-OF-WAY LESfE OF CARLSBAD BOULEVARD AND TERMESfATE ON THE NORTHEAST AT SAID MEAN HIGH WATER LESfE OF WHAT IS COMMONLY KNOWN AS THE AGUA HEDIONDA OUTER LAGOON. ALL DISTANCES SHOWN HEREON ARE GRID DISTANCES. TO COMPUTE GROUND DISTANCES, DIVIDE GRID DISTANCES BY 0.999963440. ALL BEARESfGS SHOWN HEREON ARE GRID, BASED UPON CALIFORNIA COORDESfATE SYSTEM ZONE 6, NAD-83, AND EPOCH 1991.35. PARCEL M: (EXHIBIT "Q" - CONSTRUCTION LAYDOWN AREA) [EXHIBIT A] 9218 A TEMPORARY CONSTRUCTION EASEMENT AS MORE PARTICULARLY DESCRIBED AND SET FORTH ESf A DOCUMENT ENTITLED "SECOND AMENDED AND RESTATED GROUND LEASE AND EASEMENT AGREEMENT" DATED APRIL 7, 2010, A SHORT FORM OF WHICH RECORDED , 2012 AS ESfSTRUMENT NO. 2012 OF OFFICIAL RECORDS OF SAID COUNTY, OVER THAT PORTION OF PARCEL 4 AS SHOWN AND DESCRIBED ESf CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 30, 2001, AS DOCUMENT NO. 2001-0789068, OFFICIAL RECORDS AND AS SHOWN ON RECORD OF SURVEY NO. 17350, ESf THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCESfG AT THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL 4, ALSO BEING A POEsfT ON THE WESTERLY LESfE OF THE 100.00 FOOT WIDE RIGHT-OF-WAY OF THE FORMER ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID WESTERLY LE^E NORTH 22°30'13" WEST, 2664.53 FEET; THENCE NORTH 28°40'19" WEST, 71.66 FEET; THENCE LEAVESfG SAID WESTERLY LESfE AT RIGHT ANGLES THERETO SOUTH 61°19'41" WEST, 132.72 FEET TO THE TRUE ?OINT OF BEGESfNESfG; THENCE SOUTH 64°12'19" WEST, 172.16 FEET; THENCE NORTH 78°45'08" WEST, 18.81 FEET; THENCE NORTH 09°53'48" WEST, 35.84 FEET; THENCE NORTH 30°55'08" EAST, 152.82 FEET; THENCE NORTH 35°42'49" EAST, 128.29 FEET; THENCE SOUTH 72°36'21" EAST, 21.16 FEET; THENCE SOUTH 26*30'43" EAST, 101.41 FEET; THENCE SOUTH 32°39'44" WEST, 66.38 FEET; THENCE SOUTH 04°14'33" WEST, 46.50 FEET TO THE TRUE POESfT OF BEGEWESfG. ALL DISTANCES SHOWN HEREON ARE GRID DISTANCES. TO COMPUTE GROUND DISTANCES, DIVIDE GRID DISTANCES BY 0.999963440. ALL BEARESfGS SHOWN HEREON ARE GRID, BASED UPON CALIFORNIA COORDESfATE SYSTEM ZONE 6, NAD-83, AND EPOCH 1991.35. PARCEL N: (EXHIBIT "R" - CONSTRUCTION LAYDOWN AREA) A TEMPORARY CONSTRUCTION EASEMENT AS MORE PARTICULARLY DESCRIBED AND SET FORTH IN A DOCUMENT ENTITLED "SECOND AMENDED AND RESTATED GROUND LEASE AND EASEMENT AGREEMENT" DATED APRIL 7, 2010, A SHORT FORM OF WHICH RECORDED , 2012 AS ESfSTRUMENT NO. 2012 OF OFFICIAL RECORDS OF SAID COUNTY, OVER THAT PORTION OF PARCEL 4 AS SHOWN AND DESCRIBED IN CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 30, 2001, AS DOCUMENT NO. 2001-0789068, OFFICIAL RECORDS AND AS SHOWN ON RECORD OF SURVEY NO. 17350, Esf THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCESfG AT THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL 4, [EXHIBIT A] 9 £i J. 9 ALSO BEESfG A POE^T ON THE WESTERLY LESfE OF THE 100.00 FOOT WIDE RIGHT-OF-WAY OF THE FORMER ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID WESTERLY LEsfE NORTH 22°30'13" WEST, 2437.78 FEET; THENCE LEAVESfG SAID WESTERLY LESfE AT RIGHT ANGLES THERETO SOUTH 67°29'47" WEST, 77.84 FEET TO THE TRUE POESfT OF BEGESfNESfG; THENCE SOUTH 11°14'12" WEST, 32.52 FEET; THENCE SOUTH 68°00'00" WEST, 217.41 FEET; THENCE NORTH 22°28'46" WEST, 95.29 FEET; THENCE NORTH 67°3n4" EAST, 40.14 FEET; THENCE SOUTH 51°49'59" EAST, 23.78 FEET; THENCE SOUTH 81°49'59" EAST, 40.83 FEET; THENCE NORTH 68°10'01" EAST, 40.83 FEET; THENCE NORTH 38°10'01" EAST, 40.83 FEET; THENCE NORTH 08°10'01" EAST, 40.83 FEET; THENCE NORTH 21°49'59" WEST, 6.95 FEET; THENCE NORTH 3°2r06" EAST, 12.70 FEET, THENCE NORTH 16°38'54" WEST, 17.81 FEET, THENCE SOUTH 73°21'06" WEST, 14.31 FEET; THENCE NORTH 21°49'59" WEST, 16.00 FEET, THENCE NORTH 51°49'59" WEST, 40.86 FEET; THENCE NORTH 81°51'17" WEST, 40.81 FEET; THENCE SOUTH 68°10'01" WEST, 40.83 FEET; THENCE SOUTH 38010'01" WEST, 40.83 FEET; THENCE SOUTH 08°10'01" WEST, 25.48 FEET; THENCE SOUTH 67°31'14" WEST, 95.43 FEET; THENCE SOUTH 22°28'46" EAST, 164.19 FEET; THENCE SOUTH 67°31'14" WEST, 36.85 FEET; THENCE NORTH 89°18'51" WEST, 29.72 FEET; THENCE NORTH 36°32'24" WEST, 32.98 FEET; THENCE NORTH 50°30'12" WEST, 12.05 FEET, THENCE NORTH 22°38'28" WEST, 54.08 FEET; THENCE NORTH 15°02'52" WEST, 23.87 FEET; THENCE NORTH 21°01'27" WEST, 60.94 FEET; THENCE NORTH 04°53'02" WEST, 30.24 FEET; THENCE NORTH 22°3n4" EAST, 47.94 FEET; THENCE NORTH 66°20'18" EAST, 81.66 FEET; THENCE NORTH 68°00'00" EAST, 222.64 FEET; THENCE SOUTH 67°28'46" EAST, 26.88 FEET; THENCE SOUTH 22°00'00" EAST, 82.81 FEET; THENCE SOUTH 22°31'14" WEST, 22.04 FEET; THENCE SOUTH 22°28'46" EAST, 20.00 FEET; THENCE SOUTH 67°28'46" EAST, 20.00 FEET; THENCE SOUTH 22°28'46" EAST, 78.77 FEET TO THE TRUE POE^T OF BEGESfNESfG. ALL DISTANCES SHOWN HEREON ARE GRID DISTANCES. TO COMPUTE GROUND DISTANCES, DIVIDE GRID DISTANCES BY 0.999963440. ALL BEARESfGS SHOWN HEREON ARE GRID, BASED UPON CALIFORNIA COOIODESfATE SYSTEM ZONE 6, NAD-83, AND EPOCH 1991.35. PARCEL O: (EXHIBIT "S" - CONSTRUCTION LAYDOWN AREA) A TEMPORARY CONSTRUCTION EASEMENT AS MORE PARTICULARLY DESCRIBED AND SET FORTH ESf A DOCUMENT ENTITLED "SECOND AMENDED AND RESTATED GROUND LEASE AND EASEMENT AGREEMENT" DATED APRIL 7, 2010, A SHORT FORM OF WHICH RECORDED , 2012 AS ESfSTRUMENT NO. 2012 OF OFFICIAL RECORDS OF SAID COUNTY, OVER THAT PORTION OF PARCEL 4 AS SHOWN AND DESCRIBED ESf CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 30, 2001, AS DOCUMENT NO. 2001-0789068, OFFICIAL RECORDS AND AS SHOWN ON RECORD OF SURVEY NO. 17350, Esf THE CITY OF CARLSBAD, COUNTY OF [EXHIBIT A] 9220 SAN DIEGO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: 9221 PARCEL A: COMMENCESfG AT THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL 4, BEESfG A POESfT ON THE WESTERLY LESfE OF THE 100.00 FOOT WIDE RIGHT- OF-WAY OF THE FORMER ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID WESTERLY LESfE AT RIGHT ANGLES THERETO NORTH 22°30'13" WEST, 2144.62 FEET; THENCE LEAVESfG SAID WESTERLY LESfE SOUTH 67°29'47" WEST, 73.50 FEET TO THE TRUE POESfT OF BEGESfNESfG THENCE SOUTH 11°12'43" WEST, 53.43 FEET; THENCE SOUTH 67°3n4" WEST 210.20 FEET; THENCE NORTH 22°28'46" WEST, 94,23 FEET; THENCE NORTH 67°31'14" EAST, 42.28 FEET; THENCE SOUTH 51°49'53" EAST, 19.51 FEET THENCE SOUTH 81°49'53" EAST, 40.82 FEET; THENCE NORTH 68°10'07" EAST 40.82 FEET; THENCE NORTH 38°10'07" EAST, 40.82 FEET; THENCE NORTH 08°10'07" EAST, 40.82 FEET; THENCE NORTH 21°49'53" WEST, 6.15 FEET THENCE NORTH 73°21'06° EAST, 14.44 FEET; THENCE NORTH 16°38'54" WEST 17.81 FEET; THENCE SOUTH 73°21'06" WEST, 16.06 FEET; THENCE NORTH 21°43'12" WEST, 16.74 FEET; THENCE NORTH 51°49'59" WEST, 40.89 FEET THENCE NORTH 81°49'59" WEST, 40.83 FEET; THENCE SOUTH 68°10'01" WEST 40.83 FEET; THENCE SOUTH 38°10'01" WEST, 40.83 FEET; THENCE SOUTH 08°10'01" WEST, 29.79 FEET; THENCE SOUTH 86°58'17" WEST, 33.40 FEET THENCE SOUTH 67°31'14" WEST, 6.58 FEET; THENCE NORTH 22°28'46" WEST 86.12 FEET TO A POESfT HEREE^ REFERRED TO AS POESfT A; THENCE NORTH 67°3n4" EAST, 226.10 FEET; THENCE SOUTH 67°28'46" EAST, 19.67 FEET THENCE SOUTH 22°28'46" EAST, 111.96 FEET; THENCE SOUTH 15°49'41" WEST, 30.80 FEET; THENCE SOUTH 22°28'46" EAST, 15.00 FEET; THENCE SOUTH 77°10'46" EAST, 23.40 FEET; THENCE SOUTH 22°28'46" EAST, 37.36 FEET TO THE TRUE POESfT OF BEGESfNESfG. PARCEL B: THAT PORTION OF PARCEL 4 AS SHOWN AND DESCRIBED Esf CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 30, 2001, AS DOCUMENT NO. 2001- 0789068, OFFICL\L RECORDS AND AS SHOWN ON RECORD OF SURVEY NO. 17350, ESf THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE ABOVE-MENTIONED POEsfT 'A'; THENCE SOUTH 67°31'14" WEST, 55.27 FEET TO THE TRUE POESfT OF BEGESfNESfG; THENCE SOUTH 22°28'46" EAST, 260.37 FEET; THENCE SOUTH 72°46'31" WEST, 52.51 FEET; THENCE NORTH 68°08'26" WEST, 31.23 FEET; THENCE NORTH 22°18'35" WEST, 206.16 FEET; THENCE NORTH 20°13'22" EAST, 33.43 FEET; THENCE NORTH 64°09'43" EAST, 51.43 FEET TO THE TRUE POESfT OF BEGESfNESfG. [EXHIBIT A] ALL DISTANCES SHOWN HEREON ARE GRID DISTANCES. TO COMPUTE GROUND DISTANCES, DIVIDE GRID DISTANCES BY 0.999963440. ALL 9222 BEARE^GS SHOWN HEREON ARE GRID, BASED UPON CALIFORNL\ COORDESfATE SYSTEM ZONE 6, NAD-83, AND EPOCH 1991.35. PARCEL P: (EXHIBIT "T" - CONSTRUCTION LAYDOWN AREA) A TEMPORARY CONSTRUCTION EASEMENT AS MORE PARTICULARLY DESCRIBED AND SET FORTH E^ A DOCUMENT ENTITLED "SECOND AMENDED AND RESTATED GROUND LEASE AND EASEMENT AGREEMENT" DATED APRIL 7, 2010, A SHORT FORM OF WHICH RECORDED , 2012 AS ESfSTRUMENT NO. 2012 OF OFFICIAL RECORDS OF SAID COUNTY, OVER THAT PORTION OF PARCEL 4 AS SHOWN AND DESCRIBED ESf CERTIFICATE OF COMPLL\NCE RECORDED OCTOBER 30, 2001, AS DOCUMENT NO. 2001-0789068, OFFICIAL RECORDS AND AS SHOWN ON RECORD OF SURVEY NO. 17350, ESf THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCESfG AT THE MOST SOUTHEASTERLY CORNER OF SAID PARCEL 4, ALSO BEESfG A POESfT ON THE WESTERLY LESfE OF THE 100.00 FOOT WIDE RIGHT-OF-WAY OF THE FORMER ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID WESTERLY LESfE, NORTH 22°30'13" WEST, 855.55 FEET; THENCE LEAVESfG SAID WESTERLY LEsfE AT RIGHT ANGLES THERETO, SOUTH 67°29'47" WEST, 232.12 FEET TO THE TRUE POE^T OF BEGESfNESfG; THENCE SOUTH 67°31'14" WEST, 99.39 FEET; THENCE NORTH 22°28'46" WEST, 20.40 FEET; THENCE SOUTH 67°31'14" WEST, 23.62 FEET; THENCE NORTH 22°28'46" WEST, 22.82 FEET; THENCE SOUTH 67°31'14" WEST, 10.77 FEET; THENCE NORTH 22°28'46" WEST, 51.54 FEET; THENCE NORTH 67°3n4" EAST, 34.39 FEET; THENCE NORTH 22°28'46" WEST, 74.97 FEET; THENCE SOUTH 67°31'14" WEST, 34.70 FEET; THENCE NORTH 22°28'46" WEST, 60.87 FEET; THENCE NORTH 67°31'14" EAST, 34.70 FEET; THENCE NORTH 22°28'46" WEST, 39.10 FEET; THENCE SOUTH 67°31'14" WEST, 34.69 FEET; THENCE NORTH 22°28'46" WEST, 85.00 FEET; THENCE NORTH 67°31'14" EAST, 34.69 FEET; THENCE NORTH 22°28'46" WEST, 36.78 FEET; THENCE NORTH 67°3ri4" EAST, 10.94 FEET; THENCE SOUTH 36°42'50" EAST, 39.80 FEET; THENCE SOUTH 32°24'40" EAST, 95.39 FEET; THENCE SOUTH 25°41'15" EAST, 106.69 FEET; THENCE NORTH 67°31'14" EAST, 22.82 FEET; THENCE SOUTH 35°36'32" EAST, 54.37 FEET; THENCE SOUTH 34°26'03" EAST, 101.69 FEET TO THE TRUE POESfT OF BEGESfNESfG. ALL DISTANCES SHOWN HEREON ARE GRJD DISTANCES. TO COMPUTE GROUND DISTANCES, DIVIDE GRID DISTANCES BY 0.999963440. ALL BEARESfGS SHOWN HEREESf ARE GRID, BASED UPON CALIFORNIA COORDESfATE SYSTEM ZONE 6, NAD-83, AND EPOCH 1991.35. [EXHIBIT A]