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Home My WebLink AboutPS 2018-0097; VIASAT BRESSI RANCH CAMPUS; Sign Permits/Programs (PS).-------------,,.,.e::l"'-------------:...;:;c_-------------. ~" ...) ,t'c· 1'ty of .LAND USE REVIEW Development Services '. Planning Division C:a rlshad APPLICATION 1635 F(~:it~o~~:;~~ P-1 www.carlsbadca.gov APPLICATIONS APPLIED FOR: (CHECK BOXES} Development Permits (FOR DEPT. USE ONLY) Legislative Permits D Coastal Development Permit D Minor 1---------l D Conditional Use Permit D Minor D Extension □ Day Care (Large} □ Environmental Impact Assessment □ Habitat Management Permit D Minor □ HIiiside Development Permit OMinor □ Nonconforming Construction Permit □ Planned Development Permit OMinor D Residential D Non-Residential □ Planning Commission Determination □ Reasonable Accommodation □ Site Development Plan □ □ Special Use Permit □ Tentative Parcel Map (Minor □ Tentative Tract Map (Major □ Variance D Minor D General Plan Amendment D Local Coastal Program Amendment D Master Plan D Specific Plan D Zone Change □Amendment □Amendment D Zone Code Amendment South Carlsbad Coastal Review Area Permits D Review Permit D Administrative D Minor D Major VIiiage Review Area Permits D Review Permit D Administrative D Minor D (FOR DEPT. USE ONLY) B NOTE: A PROPOSED PROJECT REQUIRING APPLICATION SUBMITTAL MUST BE SUBMITTED BY APPOINTMENT". PLEASE CONT ACT THE APPOINTMENT SPECIALIST AT (780) 602-2723 TO SCHEDULE AN APPOINTMENT. •SAME DAY APPOINTMENTS ARE NOT AVAILABLE FOR CITY USE ONLY 2132612000,2132610600,2132601100, 2132601000;:}l~::>bOl~W 2502 Gateway Road, 2530 Campbell Place, 2501 Gateway Road, 2426 Town Garden Road (STREET ADDRESS} Viasat Signage Rebrand New signage and replacement of existing signage for Viasat Rebrand $500,000 March, 2019 --Development No. W\/ iD I (p-001'? Lead Case No. P-1 Paoe 1 of6 Revised 03/17 OWNER NAME (Print): Levine Investments, LP APPLICANT NAME (Print): Jessica Lagerberg MAILING ADDRESS: 2201 East Camelback Road, Suite 650 MAILING ADDRESS:6155 El Camino Real CITY, STATE, ZIP: Phoenix, AZ 85016 CITY, STATE, ZIP: Carlsbad, CA 92009 TELEPHONE: 602-248-8181 TELEPHONE: 760,893.3865 EMAIL ADDRESS: ton}:'.@levineinvestments.com EMAIL ADDRESS: jessica.logerberg@vlasat.com I CERTIFY THAT I AM THE LEGAL OWNER AND THAT ALL THE ABOVE I CERTIFY THAT I AM THE LEGAL REPRESENTATIVE OF THE OWNER INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO KNOWLEDGE, I CERTIFY AS LEGAL OWNER THAT THE APPLICANT AS THE BEST 1 OF MY KNOWLEDGE. SET FORTH HEREIN IS MY AUTHORIZED REPRESENTATIVE FOR PURPOSEcOro,J-5ATION. CZ,1Y-1t (\ ,.-...._ _!1jlz}J~) SIGNATURE .........___,,, D"ATE SIGNATUR V -DATE APPLICANrs REPRESENTATIVE (Print): Jeff Reich (Mall Signs) MAILING ADDRESS: 12439 Magnolia Blvd # 113 CITY, STATE, ZIP: North Hollywood, CA 91607 TELEPHONE: 818-675-5849 EMAIL ADDRESS: signpermit@gmail.com I CERTIFY THAT I AM THE REPRESENTATIVE OF THE APPLICANT FOR PURPOSES OF THIS APPLICATION AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY KN~GE. VI .. A q :11.:20!. J J SIGrAT'J<E\ /!:::T" DATE IN THE PROCESS OF REVIEWING THIS APPLICATION IT MAY BE NECESSARY FOR MEMBERS OF CITY STAFF, PLANNING COMMISSIONERS OR CITY COUNCIL MEMBERS TO INSPECT AND ENTER THE PROPERTY THAT IS THE SUBJECT OF THIS APPLICATION, I/WE CONSENT TO ENTRY FOR THIS PURPOSE. NOTICE OF RESTRICTION: PROPERTY OWNER ACKNOWLEDGES AND CONSENTS TO A NOTICE OF RESTRICTION BEING RECORDED ON TH LE TO HIS PROPERTY IF CONDITIONED FOR THE APPLICANT. NOTICE OF RESTRICTIONS RUN WITH THE LAND AND CESSORS IN INTEREST. '7--1(/--/ f NER SIGNATURE FOR CITY USE ONLY P-11(0) Paga 4 of 5 Rcr~I\IE.D SEP 1 4 2018 CITY Or CN<L :,,,/\0 o..ftb~~~~ ii~:il ~·,~~ECEIVED RECEIVED BY: Rev. 04/15 OWNER NAME (Print): Testa Family Trust APPLICANT NAME (Print): Jessica Lagerberg MAILING ADDRESS: 3552 Runnin11Tide Circle MAILING ADDRESS:6155 El Camino Real CITY, STATE, ZIP: Huntington Beach, CA 92649 CITY, STATE, ZIP: Carlsbad, CA 92009 TELEPHONE: 714-840-5300 TELEPHONE: 760.893.3865 EMAIL ADDRESS: dtesta@iname.com EMAIL ADDRESS: Jessica.logerberg@viasat.com I CERTIFY THAT I AM THE LEGAL OWNER AND THAT ALL THE ABOVE I CERTIFY THAT I AM THE LEGAL REPRESENTATIVE OF THE OWNER INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO KNOWLEDGE. I CERTIFY AS LEGAL OWNER THAT THE APPLICANT AS THE BEST OF MY KNOWLEDGE. SET FORTH HEREIN IS MY AUTHORIZED REPRESENTATIVE FOR PURPOSES OF is APPLICATION. ' I')/'\. e1t12\1t ~(Jl, 12 SEP 18 ~ SIGNATURE DATE SIGNAT "E-DATE APPLICANT'S REPRESENTATIVE (Print): Jeff Reich (Mall Signs) MAILING ADDRESS: 12439 Magnolia Blvd# 113 CITY, STATE, ZIP: North Hollywood, CA 91607 TELEPHONE: 818-675-5849 EMAIL ADDRESS: signpermit@gmail.com I CERTIFY THAT I AM THE REPRESENTATIVE OF THE APPLICANT FOR PURPOSES OF THIS APPLICATION AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY 1 ~LE Y7 •. , A 9-ll·'Zdie ~TUl'RJ' DATE IN THE PROCESS OF REVIEWING THIS APPLICATION IT MAY BE NECESSARY FOR MEMBERS OF CITY STAFF, PLANNING COMMISSIONERS OR CITY COUNCIL MEMBERS TO INSPECT AND ENTER THE PROPERTY THAT IS THE SUBJECT OF THIS APPLICATION. I/WE CONSENT TO ENTRY FOR THIS PURPOSE. NOTICE OF RESTRICTION: PROPERTY OWNER ACKNOWLEDGES AND CONSENTS TO A NOTICE OF RESTRICTION BEING RECORDED ON THE TITLE TO HIS PROPERTY IF CONDITIONED FOR THE APPLICANT. NOTICE OF RESTRICTIONS RUN WITH THE LAND AND BIND ANY SUCCESSORS IN INTEREST, ~'k:-.l PROPERTY OWNER SIGNATURE FOR CITY USE ONLY P-11(D) Page 4 of 5 RFf'f-]VED SEP 1 4 2018 Cl '.YU, CAl,LSBAD Pl./\rd•J'N(; DIVISION DATE STAMP APPLICATION RECEIVED RECEIVED BY: Rev. 04/15 MODIFIED SIGN PROGRAM EXPLANATION AND JUSTIFICATION A. Please clearly explain what the proposed sign program modifications include (use additional sheets or exhibits if necessary). Viasat is requesting approval of a 30% (or less) increase to wall sign cap height at (3) locations. Building N1 (2502 Gateway Rd.) and building E1 (2501 Gateway Rd.) are both larger than 50,000 square feet and therefore entitled to wall signs with a maximum cap height of 36," and building N3 (2530 Campbell Pl.) is less than 50,000 square feet and entitled to a wall sign with a maximum cap height of 24." Approval of this request would allow a maximum cap height of 46.8" at buildings N1/ E1, and 31.2" at building E3. B. A Modified Sign Program may be approved only if certain findings can be made. Please read these findings (from Section 21.41.060.H. of Chapter 21.41 of the Carlsbad Municipal Code) carefully and explain how the proposed project meets each of these findings. Use additional sheets if necessary. 1. Explain why the standards established by the modified sign program do not exceed any applicable rules or limits in the General Plan or Local Coastal Program. It is our understanding that none of the standards requested in this modified sign program exceed applicable rules in the general plan or local coastal program. 2. Explain why the modified sign program is necessary to ensure that signs are proportionate to and compatible with the number, size, height, scale and/or orientation of project buildings. We believe the signs cited in this modifed sign program are appropriate given the number, size, height and scale of applicable buildings. 3. Explain why the modified sign program is necessary to ensure the visibility of the overall development to pedestrians and motorists. Signs included in this modified sign program are wall signs and do not pose any visibility concerns to either pedestrians or motorists. 4. Explain why the modified sign program is necessary to enhance the overall project design, and the aesthetics and/or directional function of all proposed signs. P-11(0) The cap sizes/ wall sign sizes proposed in this modified sign program have been thoroughly discussed and reviewed, and the 30% allowance in cap height increase would allow signage that is ideal from both an aesthetic and functional perspective when giving consideration to the respective building square footage. Page 5of5 Rev. 08/14 A (·city of Car]shad .,.✓ MODIFIED SIGN PROGRAM P-11(D) Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov DG,\I 1).1.) /(p -DO ll:5' PLANNING APPLICATION# />51,o1S-ooq1 REC'DBY ~~ DATE q --=-1g::;:_,_,,t..,,.i ________ _ SIGN FEE ____________ _ SIGN PROGRAM FEE ♦ i.., 'l>'i,'2.-- RECEIPT NO. oo O ~q 4 l'I APPLICANT MUST SUBMIT THE REQUIRED NUMBER OF COPIES OF THE PLANS (SEE BELOW), A COMPLETED APPLICATION FORM, AND THE APPLICATION FEE. The application must be submitted prior to 4:00 p.m. Name of Project: Viasat Signage Rebrand Address of Project: 2502 Gateway Road, 2530 Campbell Place, 2501 Gateway Road, 2426 Town Garden Road Assessor Parcel Number: 2132512000, 2132510500, 2132501100, 2132so1000 Related Planning Case Number(s): ____________________ _ Modified Minor and Modified Regular Sign Programs may establish standards for sign area, number, location, and/or dimension that vary from the standards of the Sign Ordinance - Chapter 21.41 as follows: • A sign program proposal that exceeds the standards of Chapter 21.41 by up to 15% shall require the approval of a Modified Minor Sign Program discretionary application by the city planner provided that all of the findings of fact listed in Section 21.41.060.H. of Chapter 21.41 of the Carlsbad Municipal Code (CMC) can be made. • A sign program proposal that exceeds the standards of Chapter 21.41 by greater than 15% up to 30% requires the approval of a Modified Regular Sign Program discretionary application by the planning commission provided that all of the findings of fact listed in Section 21.41.060.H. of Chapter 21.41 of the CMC can be made. • When calculating the permitted number of signs allowed by a modified sign program, if the calculation results in a fractional sign, then the fractional sign may be rounded up to the next whole number. The following Information shall be submitted for each Modified Sign Program (MSP) application: 01. A completed Modified Sign Program Explanation and Justification Form (attached); 02. Four (4) copies (Modified Minor SP); seven (7) copies (Modified Regular SP) of the proposed modified sign program (comprised of a minimum 8.5" x 11" bound document) which shall include: Oa. A scaled drawing of the approved development plan; Ob. North arrow and scale; Oc. The location of property lines, rights of way, adjacent streets and sidewalks; Oct. The location of existing or proposed on-site buildings, landscaped areas, off-street parking areas and vehicular access points; P-11(0) Page 1 of 5 Rev. 08/14 . , \. ....... ~ De. The location of all existing and proposed signs for the property showing the relationship to any building or structure to which it is proposed to be installed or affixed or to which it relates; Of. The distance to the property line(s) for all proposed freestanding sign(s); Og. An elevation for all existing and proposed sign(s) which specifies the following: 0 Dimensions and area for all sign(s); 0 Materials and colors the sign(s) will be constructed of; 0 Source of Illumination; 0 Proposed sign copy; and 0 Any structural information and plans necessary to ensure compliance with the latest adopted building code and electrical code. Oh. The number, size, type and location of all existing signs on the same building, lot or premises; Oi. Computation of the total number of signs, sign area for individual signs, total sign area and height of signs for each existing and proposed sign type; Di-A materials board or sign sample that is an accurate representation of proposed colors, material and style of copy; and Ok. All sign programs must incorporate the provisions for substitution of noncommercial messages as specified in Section 21.41.025.A.2.of the Carlsbad Municipal Code. 03. Property Owners List, Addressed Mailing Labels and Radius Map a. Property Owners List:: A typewritten list of the names and addresses of all property owners within a 300 foot radius of the subject property and the applicable Homeowners Association (HOA) for a Modified Minor Sign Program and 600 foot radius of the subject property for a Modified Regular Sign Program (including the applicant and/or owner) and the applicable HOA. The list shall include the San Diego County Assessor's parcel number from the latest assessment rolls. b. Addressed Mailing Labels: Two (2) separate sets of mailing labels of the property owners within a 300 foot radius and the applicable HOA for a Modified Minor Sign Program or 600 foot radius and the applicable HOA for a Modified Regular Sign Program of the subject property. For any address other than a single-family residence, an apartment or suite number must be included. DO NOT provide addressed envelopes - PROVIDE LABELS ONLY. Acceptable fonts are: Arial 11 pt, Arial Rounded MT Bold 9 pt, Courier 14 pt, Courier New 11 pt, and MS Line Draw 11 pt. Sample labels are as follows: ACCEPTABLE Mrs. Jane Smith 123 Magnolia Ave., Apt #3 Carlsbad, CA 92008 ACCEPTABLE (with APN) 209-060-34-00 MRS. JANE SMITH APT3 123 MAGNOLIA AVE CARLSBAD CA 92008 c. Radius Map: A map to scale not less than 1" = 200' showing each lot within a 300 foot radius of the subject property for a Modified Minor Sign Program or a 600 foot radius of the subject property for a Modified Regular Sign Program. Each of these lots shall be consecutively numbered and correspond with the property owners list. The scale of the map may be reduced to a scale acceptable to the City Planner if the required scale is impractical. NOTE: When the application is tentatively scheduled to be heard by the decision making body, the project planner will contact the applicant and advise him to submit the radius map, two sets of the property owners list and labels. The applicant shall be required to sign a statement certifying that the information provided represents the latest equalized assessment rolls from the San Diego County Assessor's Office. The project will not go forward until this information is received. P-11(O) Page 2 of 5 Rev. 04/15 r. ' SITE PLAN REQUIREMENT FOR POLE, MONUMENT, AND FREESTANDING SIGN APPLICATIONS Signs shall be designed and located so as not to interfere with the unobstructed clear view of the public right-of-way and nearby traffic regulatory signs of any pedestrian, bicyclist or motor vehicle driver. No sign or sign structure shall be placed or constructed so that it impairs the sight distance requirements at any public or private street intersection or driveway. All proposed pole, monument, and freestanding signs must be reviewed for potential sight distance and visibility issues. Additional information must supplement this application showing how the proposed signage will not encroach into the public right of-way or present a traffic hazard. The image below is an example of what would be required for such proposed signs. I I I ' P/L I Si,iht Distsic e Requirement Show building ls I I i I I I I , ___ J Shaw setbacks from all curbs . --I ' I I I : I Show all property lines I j P/L I :7 I curb line i -------------- • • Siiht Visibility I StreetName(s) (i) I I North P-11(0) Page 3 of 5 Rev. 08/14 -"' \.. ___ ./ OWNER NAME {Print): Testa Family Trust APPLICANT NAME {Print): Jessica Lagerberg MAILING ADDRESS: 3552 Running Tide Circle MAILING ADDRESS:6155 El Camino Real CITY, STATE, ZIP: Huntington Beach, CA 92649 CITY, STATE, ZIP: Carlsbad, CA 92009 TELEPHONE: 714-840-5300 TELEPHONE: 760.893.3865 EMAIL ADDRESS: dtesta@iname.com EMAIL ADDRESS: jessica.logerberg@viasat.com I CERTIFY THAT I AM THE LEGAL OWNER AND THAT ALL THE ABOVE I CERTIFY THAT I AM THE LEGAL REPRESENTATIVE OF THE OWNER INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO l(NOWLEDGE. I CERTIFY AS LEGAL OWNER THAT THE APPLICANT AS THE BEST OF MY KNOWLEDGE. SET FORTH HEREIN IS MY AUTHORIZED REPRESENTATIVE FOR PURPOSES OF THIS APPLICATION. ' I') /'\. t1/12\1t ~~ .. 1.._ 12 SEP 18 ./ SIGNATURE DATE SIGNAT RE DATE APPLICANT'S REPRESENTATIVE {Print): Jeff Reich (Mall Signs) MAILING ADDRESS: 12439 Magnolia Blvd # 113 CITY, STATE, ZIP: North Hollywood, CA 91607 TELEPHONE: 818-675-5849 EMAIL ADDRESS: signpermit@gmail.com I CERTIFY THAT I AM THE REPRESENTATIVE OF THE APPLICANT FOR PURPOSES OF THIS APPLICATION AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY ~LEff· VJ 'A 9-11.·~16 . . . ~TUI\E'LJ ' DATE IN THE PROCESS OF REVIEWING THIS APPLICATION IT MAY BE NECESSARY FOR MEMBERS OF CITY STAFF, PLANNING COMMISSIONERS OR CITY COUNCIL MEMBERS TO INSPECT AND ENTER THE PROPERTY THAT IS THE SUBJECT OF THIS APPLICATION. I/WE CONSENT TO ENTRY FOR THIS PURPOSE. NOTICE OF RESTRICTION: PROPERTY OWNER ACKNOWLEDGES AND CONSENTS TO A NOTICE OF RESTRICTION BEING RECORDED ON THE TITLE TO HIS PROPERTY IF CONDITIONED FOR THE APPLICANT. NOTICE OF RESTRICTIONS RUN WITH THE LAND AND BIND ANY SUCCESSORS IN INTEREST. ~q;,../.._ PROPERTY OWNER SIGNATURE FOR CITY USE ONLY DATE STAMP APPLICATION RECEIVED RECEIVED BY: P-11(0) Page 4 of 5 Rev. 04/15 ,. OWNER NAME (Print): Levine Investments, LP MAILING ADDRESS: 2201 East Camelback Road, Suite 650 CITY, STATE, ZIP: Phoenix, AZ 85016 TELEPHONE: 602-248-8181 =:.::::..=.:.,;;,,.,;;;.c.,;;,,,;,_ ______ _ EMAIL ADDRESS: tony@levineinvestments.com I CERTIFY THAT I AM THE LEGAL OWNER AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE. I CERTIFY AS LEGAL OWNER THAT THE APPLICANT AS SET FORTH HER IN IS MY AUTHORIZED REPRESENTATIVE FOR PURPOSES S APPLICATION. SIGNAT APPLICANT NAME (Print): Jessica Logerberg MAILING ADDRESS:6155 El Camino Real CITY, STATE, ZIP: Carlsbad, CA 92009 TELEPHONE: 760.893.3865 -------------EM A IL ADDRESS: jessica.lDgerberg@viasat.com I CERTIFY THAT I AM THE LEGAL REPRESENTATIVE OF THE OWNER AND THAT ALL THE ABOVE INFORMATION IS TRUE ANO CORRECT TO THE BEST OF MY KNOWLEDGE, SIGNATUR _g_l I iz,I 'B DATE {-1--f=41 APPLICANT'S REPRESENTATIVE (Print): c..Je;;:,;ffc_R...ce..c.ic'-h"--"-(M;c;,a::.lc...l _S_,ig"-n-'-s.,_) ----------------- MAILING ADDRESS: 12439 Magnolia Blvd # 113 CITY, STATE, ZIP: North Hollywood, CA 91607 TELEPHONE: 818-675-5849 EMAIL ADDRESS: signpermit@gmail.com I CERTIFY THAT I AM THE REPRESENTATIVE OF THE APPLICANT FOR PURPOSES OF THIS APPLICATION AND THAT ALL THE ABOVE INFORMATION IS TRUE ANO CORRECT TO THE BEST OF MY l(NOWLEDGE. 0. I -, :..l_LZt2!_f. DATE IN THE PROCESS OF REVIEWING THIS APPLICATION IT MAY BE NECESSARY FOR MEMBERS OF CITY STAFF, PLANNING COMMISSIONERS OR CITY COUNCIL MEMBERS TO INSPECT AND ENTER THE PROPERTY THAT IS THE SUBJECT OF THIS APPLICATION. I/WE CONSENT TO ENTRY FOR THIS PURPOSE. NOTICE OF RESTRICTION: PROPERTY OWNER ACKNOWLEDGES AND CONSENTS TO A NOTICE OF RESTRICTION BEING RECORDED ON THE TITLE TO HIS PROPERTY IF CONDITIONED FOR THE APPLICANT. NOTICE OF RESTRICTIONS RUN WITH THE LAND AND ANY SUCCESSORS IN INTEREST. FOR CITY USE ONLY DATE STAMP APPLICATION RECEIVED RECEIVED BY: P-11(D) Page 4 of 5 Rav. 04/15 C { City of Carlsbad DISCLOSURE STATEMENT P-1(A) Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov Applicant's statement or disclosure of certain ownership interests on all applications which will require discretionary action on the part of the City Council or any appointed Board, Commission or Committee. The following information MUST be disclosed at the lime of application submittal. Your project cannot be reviewed until this information is completed. Please print. Note: Person is defined as "Any Individual, firm, co-partnership, joint venture, association, social club, fraternal organization, corporation, estate, trust, receiver, syndicate, In this and any other county, city and county, city municipality, district or other political subdivision or any other group or combination acting as a unit." Agents may sign this document; however, the legal name and entity of the applicant and property owner must be provided below. 1. APPLICANT (Not the applicant's agent) Provide the COMPLETE, LEGAL names and addresses of ALL persons having a financial interest in the application. If the applicant includes a corporation or partnership. include the names, titles, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (N/A) IN THE SPACE BELOW. If a publicly-owned corporation, include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Person_________ corp/Part VIASAT, INC. Title_________ Title SEE ATTACHMENT Address________ Address SEE ATTACHMENT 2. OWNER (Not the owner's agent) P·1(AJ Provide the COMPLETE, LEGAL names and addresses of ALL persons having any ownership interest in the property involved. Also, provide the nature of the legal ownership (i.e., partnership, tenants in common, non-profit, corporation, etc.). If the ownership includes a corporation or partnership, include the names, titles, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (N/A) IN THE SPACE BELOW. If a publicly-owned corporation, include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Person. __________ _ Title. __________ _ Address. _________ _ Corp/Part LEVINE INVESTMENTS, LP. Title TONY FEITER/ OWNER Address 2201 EAST CAMELBACK RD. STE 650 PHOENIX, AZ 85016 Page1of2 Revised 07/10 3. NON-PROFIT ORGANIZATION OR TRUST If any person identified pursuant to (1) or (2) above is a nonprofit organization or a trust, list the names and addresses of ANY person serving as an officer or director of the non- profit organization or as trustee or beneficiary of the. Non Profit/Trust N/A Non Profitffrust._N_/A _______ _ Title. ___________ _ Title ____________ _ Address _________ _ Address ___________ _ 4. Have you had more than $500 worth of business transacted with any member of City staff, Boards, Commissions, Committees and/or Council within the past twelve (12) months? D Yes lv'I No If yes, please indicate person(s): __________ _ NOTE: Attach additional sheets If necessary. I certify that all the above information is true and correct to the best of my knowledge. Signature of applicant/date Print or type name of owner Print or type name of applicant Signature of owner/applicant's agent if applicable/date Print or type name of owner/applicant's agent P-1(A) Page 2 of 2 Revised 07/10 .wl VIASAT, INC. Corporate Officers/ Key Executives '~ Name Title Address Mark D. Dankberg Chairman & CEO 6155 El Camino Real, Carlsbad, CA 92009 Richard A. Baldridge coo & Director 6155 El Camino Real, Carlsbad, CA 92009 Shawn L. Duffy Sr. VP/ CFO 6155 El Camino Real, Carlsbad, CA 92009 Keven K. Lippert Exec. VP/ Chief Ad min. 6155 El Camino Real, Carlsbad, CA 92009 Ken A. Peterman President• Gov't Systems 6155 El Camino Real, Carlsbad, CA 92009 { City of Carlsbad DISCLOSURE STATEMENT P-1(A) Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov Applicant's statement or disclosure of certain ownership interests on all applications which will require discretionary action on the part of the City Council or any appointed Board, Commission or Committee. The following information MUST be disclosed at the time of application submittal. Your project cannot be reviewed until this information is completed. Please print. Note: Person is defined as "Any individual, firm, co-partnership, joint venture, association, social club, fraternal organization, corporation, estate, trust, receiver, syndicate, In this and any other county, city and county, city municipality, district or other political subdivision or any other group or combination acting as a unit." Agents may sign this document; however, the legal name and entity of the applicant and property owner must be provided below. 1. APPLICANT (Not the applicant's agent) Provide the COMPLETE, LEGAL names and addresses of ALL persons having a financial interest in the application. if the applicant includes a corporation or partnership, include the names, titles, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (N/A) IN THE SPACE BELOW. If a publicly-owned corporation, include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Person__________ corp/Part VIASAT, INC. Title_________ Title SEE ATTACHMENT Address________ Address SEE ATTACHMENT 2. OWNER (Not the owner's agent) P-1(A) Provide the COMPLETE, LEGAL names and addresses of ALL persons having any ownership interest in the property involved. Also, provide the nature of the legal ownership (i.e., partnership, tenants in common, non-profit, corporation, etc.). if the ownership includes a corporation or partnership, include the names, titles, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (NIA) IN THE SPACE BELOW. if a publicly-owned corporation, include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Person __________ _ Title ___________ _ Address _________ _ corp/Part TESTA FAMILY TRUST Title DON TESTA/ OWNER Address 3552 RUNNING TIDE CIR. HUNTINGTON BEACH, CA 92649 Page 1 of 2 Revised 07/10 r· ... 3. NON-PROFIT ORGANIZATION OR TRUST If any person identified pursuant to (1) or (2) above is a nonprofit organization or a trust, list the names and addresses of ANY person serving as an officer or director of the non- profit organization or as trustee or beneficiary of the. Non Profitffrust N/A Non Profit/Trust._N_/A _______ _ Title. ___________ _ Title. ____________ _ Address, __________ _ Address. ____________ _ 4. Have you had more than $500 worth of business transacted with any member of City staff, Boards, Commissions, Committees and/or Council within the past twelve (12) months? D Yes lv'I No If yes, please indicate person(s): __________ _ NOTE: Attach additional sheets if necessary. I certify that all the above information is true and correct to the best of my knowledge. Signature of owner/date 1 OCT 2018 Signature of applicant/date Donald Testa Print or type name of owner Print or type name of applicant Signature of owner/applicant's agent if applicable/date Print or type name of owner/applicant's agent P-1(A) Page 2 of2 Revised 07/10 -~ VIASAT, INC. Corporate Officers/ Key Executives Name Title Mark D. Dankberg Chairman & CEO Richard A. Baldridge COO & Director Shawn L. Duffy Sr. VP/ CFO Keven K. Lippert Exec. VP/ Chief Admin. Ken A. Peterman President-Gov't Systems Address 6155 El Camino Real, Carlsbad, CA 92009 6155 El Camino Real, Carlsbad, CA 92009 6155 El Camino Real, Carlsbad, CA 92009 6155 El Camino Real, Carlsbad, CA 92009 6155 El Camino Real, Carlsbad, CA 92009 f' ; ., I C i" ,',.!I.U; i11, ~ Order Jer: NCS-926623-5D Page Number: 1 First American Title Insurance Company National Commercial Services September 21, 2018 Amber Ragghanti Cushman & Wakefield 4747 Executive Drive, 9th Floor San Diego, CA 92121-3091 Phone: (858)546-5440 Fax: (858)630-6320 Customer Reference: litle Officer: Phone: Fax No.: E-Mail: Buyer: Owner: Property: 4380 La Jolla Village Drive, Suite 110 San Diego, CA 92122 Gateway and Alicante Trixy Brown Janice Treanor (858)410-2151 (619)330-2564 trixybrown@firstam.com Alicante Rd, Carlsbad, CA PRELIMINARY REPORT In response to the above referenced application for a policy of title insurance, this company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Exhibit A attached. The policy to be issued may contain an arbitration dause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit A. Copies of the policy forms should be read. They are available from the office which issued this report. First American Title Insurance Company -----·-·--~--· ... ····-~ --- C OrdeOber:NCS-926623-5D Page Number:2 Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. Rrst American Title Insurance Company ' ·, 0 Dated as of September 17, 2018 at 7:30 A.M. The form of Policy of title insurance contemplated by this report is: To Be Determined /' ...... Order ,_.lber: NCS-926623-SD Page Number:3 A specific request should be made if another form or additional coverage is desired. Title to said estate or interest at the date hereof is vested in: Levine Investments Limited Partnership, an Arizona limited partnership The estate or interest in the land hereinafter described or referred to covered by this Report is: Fee Simple The Land referred to herein is described as follows: (See attached Legal Description) At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows: 1. General and special taxes and assessments for the fiscal year 2018-2019, a lien not yet due or payable. 2. Assessment liens, if applicable, collected with the general and special taxes, including but not limited to those disclosed by the reflection of the following on the tax roll: 1915 Bond for City of Carlsbad 2002-1; Street Improvements 3. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No. 1, as disclosed by Notice of Special Tax Lien recorded March 14, 2003 as Instrument No. 2003-0289327 and 2003-0289328, both of Official Records. 4. A notice of assessment recorded December 20, 2017 as Instrument No. 2017-0598938 of Official Records, executed by City Clerk of the City of Carlsbad. 5. A notice of assessment recorded December 20, 2017 as Instrument No. 2017-0598939 of Official Records, executed by City Clerk of the City of Carlsbad. 6. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. 7. The terms and provisions contained in the document entitled "Agreement Regarding the Payment of a Public Facilities Fee for Inside the Boundaries of Community Facilities District No. l" recorded December 11, 1998 as Instrument no. 1998-0806517 of Official Records. First American Title Insurance Company C OrdeOber: NCS-926623-5D Page Number:4 8. The terms and provisions contained in the document entitled "Agreement Regarding Covenants Running with the Land" recorded February 18, 1999 as Instrument no. 1999-0098738 of Official Records. 9. The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded February 25, 2003 as Instrument no. 2003-0210190 of Official Records. 10. The terms and provisions contained in the document entitled "Hold Harmless Agreement Drainage" recorded March 11, 2003 as Instrument no. 2003-0270075 of Official Records. 11. The terms and provisions contained in the document entitled "Hold Harmless Agreement Geological Failure" recorded March 11, 2003 as Instrument no. 2003-0270076 of Official Records. 12. The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded April 01, 2003 as Instrument no. 2003-0362107 of Official Records. 13. An easement shown or dedicated on the map filed or recorded May 29, 2003 as Carlsbad Tract CT 00-06 Map No. 1460Q of Tract Maps For: Restricted sight distance corridor and incidental purposes. 14. Abutter's rights of ingress and egress to or from Alicante Road, Gateway Road and Town Garden Road except at access openings "A" have been dedicated or relinquished on the map of Carlsbad Tract CT 02-15 Map No. 149_§() of Tract Maps recorded February 04, 2005. 15. An easement shown or dedicated on the map filed or recorded February 04, 2005 as Carlsbad Tract CT 02-15 Map No. 112§() of Tract Maps For: Landscape maintenance and incidental purposes. 16. Covenants, conditions, restrictions and easements in the document recorded March 15, 2005 as Instrument no. 2005-0210897 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition, or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, sexual orientation, familial status, disability, handicap, national origin, genetic information, gender, gender identity, gender expression, source of income (as defined in California Government Code§ 12955(p)) or ancestry, to the extent such covenants, conditions or restrictions violation 42 U.S.C. § 3604(c) or California Government Code§ 12955. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. Document(s) declaring modifications thereof recorded January 26, 2012 as Instrument No. 2012- 0045639 of Official Records. Document(s) declaring modifications thereof recorded July 17, 2012 as Instrument No. 2012- 0412306 of Official Records. Document(s) declaring modifications thereof recorded February 22, 2013 as Instrument No. 2013- 0117373 of Official Records. Document(s) declaring modifications thereof recorded March 20, 2014 as Instrument No. 2014- 0110220 of Official Records. First American Title Insurance Company _.. .. _ ' C Order ....riber: NCS-926623-SD Page Number:5 Document(s) declaring modifications thereof recorded December 17, 2014 as Instrument No. 2014- 0556453 of Official Records. Document(s) declaring modifications thereof recorded November 17, 2017 as Instrument No. 2017- 0537851 of Official Records. 17. Toe terms and provisions contained in the document entitled "Agreement Regarding Annexation of Certain Real Property to Street Lighting and Landscape District No. 2 of the City of Carlsbad and Approval of the Levy of Assessments on Such Real Property" recorded March 16, 2005 as Instrument no. 2005-0216793 of Official Records. 18. Covenants, conditions, restrictions and easements in the document recorded March 30, 2005 as Instrument no. 2005-0258429 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition, or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, sexual orientation, familial status, disability, handicap, national origin, genetic information, gender, gender identity, gender expression, source of income (as defined in California Government Code§ 12955(p)) or ancestry, to the extent such covenants, conditions or restrictions violation 42 U.S.C. § 3604(c) or California Government Code§ 12955. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. 19. An easement for public utilities and incidental purposes, recorded April 11, 2005 as Instrument no. 2005-0294004 of Official Records. In Favor of: San Diego Gas and Electric Company, a corporation. Affects: as described therein 20. Toe terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded June 02, 2005 as Instrument no. 2005-0461222 of Official Records. 21. Toe terms and provisions contained in the document entitled "Declaration of Development Covenants, Conditions and Restrictions" recorded June 09, 2005 as Instrument no. 2005-0483800 of Official Records. 22. Toe terms and provisions contained in the document entitled "Declaration of Covenants, Conditions and Restrictions Regarding Buildings" recorded June 09, 2005 as Instrument no. 2005-0483802 of Official Records. 23. Toe terms and provisions contained in the document entitled "Declaration of Restrictive Covenants" recorded October 06, 2015 as Instrument No. 2015-0524154 of Official Records. 24. An easement shown or dedicated on the map filed or recorded December 28, 2016 as Parcel Map No. 21_1~'.l of Parcel Maps For: Public sewer and incidental purposes. 25. Toe terms and provisions contained in the document entitled "Encroachment Agreement" recorded December 30, 2016 as Instrument No. 2016-0718216 of Official Records. 26. Toe terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded January 06, 2017 as Instrument No. 2017-0008300 of Official Records. First American litle Insurance Company 0 Orde,:)ber: NCS-926623-5D Page Number:6 27. The terms and provisions contained in the document entitled "Hold Harmless Agreement Drainage" recorded January 23, 2017 as Instrument No. 2017-0033476 of Official Records. 28. The terms and provisions contained in the document entitled "Hold Harmless Agreement Geological Failure" recorded January 23, 2017 as Instrument No. 2017-0033928 of Official Records. 29. Covenants, conditions, restrictions and easements in the document recorded March 01, 2017 as Instrument No. 2017-0097049 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition, or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, sexual orientation, familial status, disability, handicap, national origin, genetic information, gender, gender identity, gender expression, source of income (as defined in California Government Code§ 12955(p)) or ancestry, to the extent such covenants, conditions or restrictions violation 42 U.5.C. § 3604(c) or California Government Code§ 12955. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. The terms and provisions contained in the document entitled "Declaration of Annexation" recorded August 1, 2018 as Instrument No. 2018-0314641 of Official Records. 30. The terms and provisions contained in the document entitled "Encroachment Agreement" recorded May 17, 2017 as Instrument No. 2017-0220137 of Official Records. 31. The terms and provisions contained in the document entitled "Permanent Stormwater Quality Best Management Practice Maintenance Agreement" recorded September 25, 2017 as Instrument No. 2017-0437636 of Official Records. 32. The terms and provisions contained in the document entitled "Hold Harmless Agreement Drainage" recorded September 25, 2017 as Instrument No. 2017-0437670 of Official Records. 33. The terms and provisions contained in the document entitled "Hold Harmless Agreement Geological Failure" recorded September 25, 2017 as Instrument No. 2017-0439026 of Official Records. 34. Water rights, claims or title to water, whether or not shown by the public records. 35. Rights of parties in possession. First American 77tle Insurance Company C INFORMATIONAL NOTES Order """'1ber: NCS-926623-SD Page Number:7 ALERT -CA Senate Bill 2 imposes an additional fee of $75 up to $225 at the time of recording on certain transactions effective January 1, 2018. Please contact your First American Title representative for more information on how this may affect your closing. 1. Taxes for proration purposes only for the fiscal year 2017-2018. First Installment: $76,583.20, PAID Second Installment: $76,583.20, PAID Tax Rate Area: 09199 APN: 213-260-12-00 2. The property covered by this report is vacant land. 3. According to the public records, there has been no conveyance of the land within a period of twenty four months prior to the date of this report, except as follows: A document recorded August 01, 2018 as Instrument No. 2018-0314642 of Official Records. From: Viasat, Inc., a Delaware corporation To: Levine Investments Limited Partnership, an Arizona limited partnership 4. This preliminary report/commitment was prepared based upon an application for a policy of title insurance that identified land by street address or assessor's parcel number only. It is the responsibility of the applicant to determine whether the land referred to herein is in fact the land that is to be described in the policy or policies to be issued. 5. Should this report be used to facilitate your transaction, we must be provided with the following prior to the issuance of the policy: A. WITH RESPECT TO A CORPORATION: 1. A certificate of good standing of recent date issued by the Secretary of State of the corporation's state of domicile. 2. A certificate copy of a resolution of the Board of Directors authorizing the contemplated transaction and designating which corporate officers shall have the power to execute on behalf of the corporation. 3. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of california. 4. Requirements which the Company may impose following its review of the above material and other information which the Company may require. B. WITH RESPECT TO A CALIFORNIA LIMITED PARTNERSHIP: 1. A certified copy of the certificate of limited partnership (form LP-1) and any amendments thereto (form LP-2) to be recorded in the public records; 2. A full copy of the partnership agreement and any amendments; 3. Satisfactory evidence of the consent of a majority in interest of the limited partners to the contemplated transaction; 4. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of california. 5. Requirements which the Company may impose following its review of the above material and other information which the Company may require. First American litle Insurance Company C C. WITH RESPECT TO A FOREIGN LIMITED PARTNERSHIP: Orde,O,ber: NCS-926623-SD Page Number:8 1. A certified copy of the application for registration, foreign limited partnership (form LP-5) and any amendments thereto (form LP-6) to be recorded in the public records; 2. A full copy of the partnership agreement and any amendment; 3. Satisfactory evidence of the consent of a majority in interest of the limited partners to the contemplated transaction; 4. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 5. Requirements which the Company may impose following its review of the above material and other information which the Company may require. D. WITH RESPECT TO A GENERAL PARTNERSHIP: 1. A certified copy of a statement of partnership authority pursuant to Section 16303 of the California Corporation Code (form GP-I), executed by at least two partners, and a certified copy of any amendments to such statement (form GP-7), to be recorded in the public records; 2. A full copy of the partnership agreement and any amendments; 3. Requirements which the Company may impose following its review of the above material required herein and other information which the Company may require. E. WITH RESPECT TO A LIMITED LIABILITY COMPANY: 1. A copy of its operating agreement and any amendments thereto; 2. If it is a California limited liability company, a certified copy of its articles of organization (LLC-1) and any certificate of correction (LLC-11), certificate of amendment (LLC-2), or restatement of articles of organization (LLC-10) to be recorded in the public records; 3. If it is a foreign limited liability company, a certified copy of its application for registration (LLC-5) to be recorded in the public records; 4. With respect to any deed, deed of trust, lease, subordination agreement or other document or instrument executed by such limited liability company and presented for recordation by the Company or upon which the Company is asked to rely, such document or instrument must be executed in accordance with one of the following, as appropriate: (i) If the limited liability company properly operates through officers appointed or elected pursuant to the terms of a written operating agreement, such documents must be executed by at least two duly elected or appointed officers, as follows: the chairman of the board, the president or any vice president, and any secretary, assistant secretary, the chief financial officer or any assistant treasurer; (ii) If the limited liability company properly operates through a manager or managers identified in the articles of organization and/or duly elected pursuant to the terms of a written operating agreement, such document must be executed by at least two such managers or by one manager if the limited liability company properly operates with the existence of only one manager. 5. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 6. Requirements which the Company may impose following its review of the above material and other information which the Company may require. F. WITH RESPECT TO A TRUST: 1. A certification pursuant to Section 18100.5 of the California Probate Code in a form satisfactory to the Company. 2. Copies of those excerpts from the original trust documents and amendments thereto which designate the trustee and confer upon the trustee the power to act in the pending transaction. 3. other requirements which the Company may impose following its review of the material require herein and other information which the Company may require. G. WITH RESPECT TO INDIVIDUALS: 1. A statement of information. Arst American Title Insurance Company 0 Order ,.,..;ber: NCS-926623-SD Page Number:9 The map attached, if any, may or may not be a survey of the land depicted hereon. First American lltle Insurance Company expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached. *****To obtain wire instructions for deposit of funds to your escrow file please contact your Escrow Officer.***** First American Title Insurance Company C LEGAL DESCRIPTION OrdeOber: NCS-926623-SD Page Number: 10 Real property in the City of Carlsbad, County of San Diego, State of California, described as follows: PARCEL 3 OF MINOR SUBDIVISION NO. 16-04, VIASAT BRESSI RANCH CAMPUS, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CAUFORNIA, ACCORDING TO PARCEL MAP THEREOF NO. 21433, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DECEMBER 28, 2016. APN: 213-260-12-00 First American Title Insurance Company C . "' Order· _,,\ber: NCS-926623-SD Page Number: 11 The First American Corporation First American Title Company Privacy Policy We Are Committed to Safeguarding Customer Information In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our parent company, The First American Corporation, we have adopted this Privacy Policy to govern the use and handling of your personal information. Applicability This Privacy Policy governs our use of the information which you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values, a copy of which can be found on our website at www.firstam.com. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include: Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means; Information about your transactions with us, our affiliated companies, or others; and Information we receive from a consumer reporting agency. Use of Information We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies, and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies, or to other financial institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even if you are no longer our customer, our Privacy Policy will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. First American Title Insurance Company C OrderOber: NCS-926623-SD Page Number: 12 CLTA/ ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (D2·03·10) EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: (a) building; (d) improvements on the Land; (b) zoning; (e) land division; and (c) land use; (f) environmental protection. This Exdusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exdusion does not limit the coverage described in Covered Risk 17. 4. Risks: (a) that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; (b) that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; (c) that result in no loss to You; or (d) that first occur after the Policy Date -this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Title. 6. Lack of a right: (a) to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and (b) in streets, alleys, or waten,vays that touch the land. This Exdusion does not limit the coverage described in Covered Risk 11 or 21. 7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors' rights laws. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar limit of liability shown in Schedule A. Your Deductible Amount Covered Risk 16: 1 % of Policy Amount or $2,500.00 (whichever is less) Covered Risk 18: 1 % of Policy Amount or $5,000.00 {whichever is less) Covered Risk 19: 1% of Policy Amount or $5,000.00 (whichever is less) Covered Risk 21: 1% of Policy Amount or $2,500.00 (whichever is less) Oyr Maximum Dollar Limit of Liability $10,000.00 $25,000.00 $25,000.00 $5,000.00 ALTA RESIDENTIAL TITLE INSURANCE POLICY (6-1-87) EXCLUSIONS In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of any law or government regulation. This includes building and zoning ordinances and also laws and regulations concerning: (a) and use (b) improvements on the land (c) and division (d) environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks. 2. The right to take the land by condemning it, unless: (a) a notice of exercising the right appears in the public records on the Policy Date (b) the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking 3. Title Risks: (a) that are created, allowed, or agreed to by you (b) that are known to you, but not to us, on the Policy Date --unless they appeared in the public records First American Title Insurance Company ' ' ' C Order ,_'ber:NCS-926623-5D Page Number: 13 (c) that result in no loss to you (d) that first affect your title after the Policy Date --this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks 4. Failure to pay value for your title. s. Lack of a right: (a) to any land outside the area specifically described and referred to in Item 3 of Schedule A OR (b) in streets, alleys, or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. 2006 ALTA LOAN POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions,-or location of any improvement erected on the Land; iii. the subdivision of land; or iv. environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion l(a) does not modify or limit the coverage provided under Covered Risk 5. b. Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse daims, or other matters a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13, or 14); or e. resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. S. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is a. a fraudulent conveyance or fraudulent transfer, or b. a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk ll(b). The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. First American Title Insurance Company 0 OrdeOber: NCS-926623-5D Page Number:14 6. Any lien or right to a lien for services, labor or material not shown by the public records. 2006 ALTA OWNER'S POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement erected on the Land; iii. the subdivision of land; or iv. environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion !(a) does not modify or limit the coverage provided under Covered Risk 5. b.Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse daims, or other matters a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at Date of Policy, but known to the Insured Oaimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or e. resulting in loss or damage that would not have been sustained if the Insured Oaimant had paid value for the Title. 4. Any daim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is a. a fraudulent conveyance or fraudulent transfer; or b. a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land suivey of the Land and not shown by the Public Records. 5. (a) Unpatented mining daims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the public records. Arst American Title Insurance Company ,•·--.. • Order· • .....,,,1ber: NCS-9 26623-SD Page Number:15 ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (07-26-10) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement erected on the Land; iii. the subdivision of land; or iv. environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion l(a) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. b. Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. 2. Rights of eminent domain. This Exdusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Oaimant prior to the date the Insured Claimant became an Insured under this policy; c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or e. resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. This Exdusion does not modify or limit the coverage provided in Covered Risk 26. 6. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the e~ate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exdusion does not modify or limit the coverage provided in Covered Risk ll(b) or 25. 8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6. 9. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is a. a fraudulent conveyance or fraudulent transfer, or b. a preferential transfer for any reason not stated in Covered Risk 2J(b) of this policy. Rrst American Title Insurance Company • ' C . 't "-ME k .f ... ~'t:-c-~, ~ "'"I Order'l'l':1m ber: NCS-92507 4-5D Page Number:! First American Title Insurance Company National Commercial Services September 14, 2018 Amber Ragghanti Cl.Ishman & Wakefield 4747 Executive Drive, 9th Floor San Diego, CA 92121-3091 Phone: (858)546-5440 Fax: (858)630-6320 Customer Reference: Title Officer: Phone: Fax No.: E-Mail: Buyer: Owner: Property: 4380 La Jolla Village Drive, Suite 110 San Diego, CA 92122 Building E3 Trixy Brown Janice Treanor (858)410-2151 (619)330-2564 trixybrown@firstam.com Levine Investments L TP Partnership 2426 Town Garden Road, Carlsbad, CA PRELIMINARY REPORT In response to the above referenced application for a policy of title insurance, this company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Exhibit A attached. 771e policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the Cl TA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit A. Copies of the policy forms should be read. They are available from the office which issued this report. First American Title Insurance Company C Order NQer:NCS-925074-5D Page Number:2 Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. First American Title Insurance Company , C Dated as of September 07, 2018 at 7:30 A.M. The form of Policy of title insurance contemplated by this report is: To Be Determined "'~--...., Order'Yumber:NCS-925074-SD Page Number:3 A specific request should be made if another form or additional coverage is desired. Title to said estate or interest at the date hereof is vested in: Levine Investments Limited Partnership, an Arizona limited partnership The estate or interest in the land hereinafter described or referred to covered by this Report is: Fee The Land referred to herein is described as follows: (See attached Legal Description) At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows: 1. General and special taxes and assessments for the fiscal year 2018-2019, a lien not yet due or payable. 2. Assessment liens, if applicable, collected with the general and special taxes, including but not limited to those disclosed by the reflection of the following on the tax roll: 1915 Bond for City of Carlsbad 2002-1; Street Improvements. 3. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No. l, as disclosed by Notice of Special Tax Lien recorded May 20, 1991 as Instrument No. 1991-0236959 of Official Records. Document(s) declaring modifications thereof recorded March 14, 2003 as Instrument Nos. 2003- 0289327 and 2003-0289328, both of Official Records. 4. A notice of assessment recorded December 20, 2017 as Instrument No. 2017-598938 of Official Records, executed by City of Carlsbad. 5. A notice of assessment recorded December 20, 2017 as Instrument No. 2017-598939 of Official Records, executed by City of Carlsbad. 6. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. First American Title Insurance Company 0 Order N~er: NCS-925074-SD Page Number:4 7. An easement for gas pipe lines and incidental purposes, recorded July 27, 1960 as Instrument No. 151772 of Official Records. In Favor of: Affects: San Diego Gas and Electric Company as described therein 8. The terms and provisions contained in the document entitled "Agreement Regarding the Payment of a Public Facilities Fee for Inside the Boundaries of Community Facilities District No. 1" recorded December 11, 1998 as Instrument No. 1998-0806517 of Official Records. 9. The terms and provisions contained in the document entitled "Agreement Regarding Covenants Running with the Land" recorded February 18, 1999 as Instrument No. 1999-0098738 of Official Records. ' 10. The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded February 25, 2003 as Instrument No. 2003-0210190 of Official Records. 11. The terms and provisions contained in the document entitled "Hold Harmless Agreement Drainage" recorded March 11, 2003 as Instrument No. 2003-0270075 of Official Records. 12. The terms and provisions contained in the document entitled "Hold Harmless Agreement Geological Failure" recorded March 11, 2003 as Instrument No. 2003-0270076 of Official Records. 13. The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded April 01, 2003 as Instrument No. 2003-0362107 of Official Records. 14. Covenants, conditions, restrictions and easements in the document recorded March 15, 2005 as Instrument No. 2005-0210897 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition, or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, sexual orientation, familial status, disability, handicap, national origin, genetic information, gender, gender identity, gender expression, source of income (as defined in California Government Code§ 12955(p)) or ancestry, to the extent such covenants, conditions or restrictions violation 42 U.S.C. § 3604(c) or California Government Code§ 12955. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. Document(s) declaring modifications thereof recorded January 26, 2012 as Instrument No. 2012- 0045639 of Official Records. Document(s) declaring modifications thereof recorded July 17, 2012 as Instrument No. 2012- 0412306 of Official Records. Document(s) declaring modifications thereof recorded February 22, 2013 as Instrument No. 2013- 0117373 of Official Records. Document(s) declaring modifications thereof recorded March 20, 2014 as Instrument No. 2014- 0110220 of Official Records. Document(s) declaring modifications thereof recorded December 17, 2014 as Instrument No. 2014- 0556453 of Official Records. First American Title Insurance Company • C ''"\ Order l'l!!"mber: NCS-92S074-SD Page Number:5 15. The terms and provisions contained in the document entitled "Agreement Regarding Annexation of Certain Real Property to Street Lighting and Landscape District No. 2 of the City of carlsbad and Approval of the Levy of Assessments on Such Real Property" recorded March 16, 2005 as Instrument No. 2005-0216793 of Official Records. 16. Covenants, conditions, restrictions and easements in the document recorded March 30, 2005 as Instrument No. 2005-0258429 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition, or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, sexual orientation, familial status, disability, handicap, national origin, genetic information, gender, gender identity, gender expression, source of income (as defined in California Government Code§ 12955(p)) or ancestry, to the extent such covenants, conditions or restrictions violation 42 U.S.C. § 3604(c) or California Government Code§ 12955. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. 17. The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded June 02, 2005 as Instrument No. 2005-0461222 of Official Records. 18. The terms and provisions contained in the document entitled "Declaration of Development Covenants, Conditions and Restrictions" recorded June 09, 2005 as Instrument No. 2005-0483800 of Official Records. 19. The terms and provisions contained in the document entitled "Declaration of Covenants, Conditions and Restrictions Regarding Buildings" recorded June 09, 2005 as Instrument No. 2005-0483802 of Official Records. 20. The terms and provisions contained in the document entitled "Declaration of Restrictive Covenants" recorded October 06, 2015 as Instrument No. 2015-0524154 of Official Records. 21. An easement shown or dedicated on the map filed or recorded December 28, 2016 as Parcel Map No. 21433 of Parcel Maps. For: Public sewer and incidental purposes. 22. Abutter's rights of ingress and egress to or from El Camino Real have been dedicated or relinquished on the map of Parcel Map No. 21433 of Parcel Maps recorded December 28, 2016. 23. Abutter's rights of ingress and egress to or from Town Garden Road, except at access openings "A" have been dedicated or relinquished on the map of Parcel Map No. 21433 of Parcel Maps recorded December 28, 2016. 24. The terms, provisions and easement(s) contained in the document entitled "Encroachment Agreement" recorded December 30, 2016 as Instrument No. 2016-0718216 of Official Records. 25. The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded January 06, 2017 as Instrument No. 2017-0008300 of Official Records. First American Title Insurance Company 0 Order Qer:NCS-925074-5D Page Number:6 26. Declaration of Covenants, conditions and Restrictions and Reservation of Easements in the document recorded March 1, 2017 as Instrument No. 2017-0097049 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes or Section 12955 of the California Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. A declaration of annexation recorded August 01, 2018 as Instrument No. 2018-314641 of Official Records. 27. Terms and provisions of an unrecorded lease dated February 28, 2017, by and between Levine Investments Limited Partnership, an Arizona limited partnership as lessor and Viasat Inc., a Delaware corporation as lessee, as disclosed by a Memorandum of Lease recorded March 1, 2017 as Instrument No. 2017-0097052 of Official Records. Defects, liens, encumbrances or other matters affecting the leasehold estate, whether or not shown by the public records are not shown herein. 28. The terms and provisions contained in the document entitled "Hold Harmless Agreement Geological Failure" recorded May 17, 2017 as Instrument No. 2017-220174 of Official Records. 29. The terms and provisions contained in the document entitled "Hold Harmless Agreement Drainage" recorded May 17, 2017 as Instrument No. 2017-220175 of Official Records. 30. The terms and provisions contained in the document entitled "Permanent Stormwater Quality Best Management Practice Maintenance Agreement" recorded May 17, 2017 as Instrument No. 2017- 221021 of Official Records. 31. The terms, provisions and easement(s) contained in the document entitled "Encroachment Agreement" recorded September 14, 2017 as Instrument No. 2017-422044 of Official Records. 32. The terms and provisions contained in the document entitled "Permanent Stormwater Quality Best Management Practice Maintenance Agreement" recorded September 25, 2017 as Instrument No. 2017-437636 of Official Records. 33. The terms and provisions contained in the document entitled "Hold Harmless Agreement Drainage" recorded September 25, 2017 as Instrument No. 2017-437670 of Official Records. 34. The terms and provisions contained in the document entitled "Hold Harmless Agreement Geological Failure" recorded September 25, 2017 as Instrument No. 2017-439026 of Official Records. 35. A Deed of Trust to secure an original indebtedness of $75,000,000.00 recorded March 22, 2018 as Instrument No. 2018-112805 of Official Records. Dated: March 22, 2018 Trustor: Trustee: Beneficiary: Levine Investments Limited Partnership, an Arizona limited partnership Lawyers Title of Arizona The Northern Trust Company, an Illinois banking corporation First American Title Insurance Company • C . ~ I Order l'il'm ber: NCS-92507 4-5D Page Number:? The above deed of trust states that it is a construction deed of trust. Affects: The land and other property. 36. Any statutory lien for labor or materials arising by reason of a work of improvement now in progress or recently completed. 37. Water rights, claims or title to water, whether or not shown by the public records. 38. Rights of parties in possession. First American Title Insurance Company 0 INFORMATIONAL NOTES Order NQer:NCS-925074-SD Page Number:8 ALERT -CA Senate Bill 2 imposes an additional fee of $75 up to $225 at the time of recording on certain transactions effective January 1, 2018. Please contact your First American Title representative for more information on how this may affect your closing. 1. Taxes for proration purposes only for the fiscal year 2017-2018. First Installment: Second Installment: Tax Rate Area: APN: $79,746.36, PAID $79,746.36, PAID 09199 213-260-10-00 2. Supplemental taxes for the fiscal year 2016-2017 assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. First Installment: $1,961.64, PAID Penalty: $0. 00 Second Installment: $1,961.64, PAID Penalty: $0.00 Tax Rate Area: 09199 A. P. No.: 869-297-29-26 3. Supplemental taxes for the fiscal year 2017-2018 assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. First Installment: $6,664.97, PAID Penalty: $0.00 Second Installment: $6,664.97, PAID Penalty: $0.00 Tax Rate Area: 09199 A. P. No.: 879-297-29-17 4. The property covered by this report is vacant land. 5. According to the public records, there has been no conveyance of the land within a period of twenty four months prior to the date of this report, except as follows: A document recorded March 01, 2017 as Instrument No. 2017-97050 of Official Records From: Viasat, Inc., a Delaware corporation To: Levine Investments Limited Partnership, an Arizona limited partnership 6. It appears that a work of improvement is in progress or recently completed on the land. The Company will require various documents and information, including but not limited to a completed mechanics' lien risk analysis, construction contract(s), lien waivers, loan agreement, disbursement information, executed indemnity agreement and current financial information from proposed indemnitors, in order to determine whether mechanics' lien insurance can be issued. Other requirements may be made following the review of such documents and information. First American Title Insurance Company C ,..""' Order~ber:NCS-92S074-SD Page Number:9 7. This preliminary report/commitment was prepared based upon an application for a policy of title insurance that identified land by street address or assessor's parcel number only. It is the responsibility of the applicant to determine whether the land referred to herein is in fact the land that is to be described in the policy or policies to be issued. 8. Should this report be used to facilitate your transaction, we must be provided with the following prior to the issuance of the policy: A. WITH RESPECT TO A CORPORATION: 1. A certificate of good standing of recent date issued by the Secretary of State of the corporation's state of domicile. 2. A certificate copy of a resolution of the Board of Directors authorizing the contemplated transaction and designating which corporate officers shall have the power to execute on behalf of the corporation. 3. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 4. Requirements which the Company may impose following its review of the above material and other information which the Company may require. B. WITH RESPECT TO A CALIFORNIA LIMITED PARTNERSHIP: 1. A certified copy of the certificate of limited partnership (form LP-1) and any amendments thereto (form LP-2) to be recorded in the public records; 2. A full copy of the partnership agreement and any amendments; 3. Satisfactory evidence of the consent of a majority in interest of the limited partners to the contemplated transaction; 4. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 5. Requirements which the Company may impose following its review of the above material and other information which the Company may require. C. WITH RESPECT TO A FOREIGN LIMITED PARTNERSHIP: 1. A certified copy of the application for registration, foreign limited partnership (form LP-5) and any amendments thereto (form LP-6) to be recorded in the public records; 2. A full copy of the partnership agreement and any amendment; 3. Satisfactory evidence of the consent of a majority in interest of the limited partners to the contemplated transaction; 4. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of california. 5. Requirements which the Company may impose following its review of the above material and other information which the Company may require. D. WITH RESPECT TO A GENERAL PARTNERSHIP: 1. A certified copy of a statement of partnership authority pursuant to Section 16303 of the California Corporation Code (form GP-I), executed by at least two partners, and a certified copy of any amendments to such statement (form GP-7), to be recorded in the public records; 2. A full copy of the partnership agreement and any amendments; 3. Requirements which the Company may impose following its review of the above material required herein and other information which the Company may require. E. WITH RESPECT TO A LIMITED LIABILI1Y COMPANY: 1. A copy of its operating agreement and any amendments thereto; 2. If it is a California limited liability company, a certified copy of its articles of organization {LLC-1) and any certificate of correction (LLC-11), certificate of amendment {LLC-2), or restatement of articles of organization (LLC-10) to be recorded in the public records; 3. If it is a foreign limited liability company, a certified copy of its application for registration {LLC-5) to be recorded in the public records; 4. With respect to any deed, deed of trust, lease, subordination agreement or other document or First American Title Insurance Company C Order Qer:NCS-925074-5D Page Number: 10 instrument executed by such limited liability company and presented for recordation by the Company or upon which the Company is asked to rely, such document or instrument must be executed in accordance with one of the following, as appropriate: (i) If the limited liability company properly operates through officers appointed or elected pursuant to the terms of a written operating agreement, such documents must be executed by at least two duly elected or appointed officers, as follows: the chairman of the board, the president or any vice president, and any secretary, assistant secretary, the chief financial officer or any assistant treasurer; (ii) If the limited liability company properly operates through a manager or managers identified in the articles of organization and/or duly elected pursuant to the terms of a written operating agreement, such document must be executed by at least two such managers or by one manager if the limited liability company properly operates with the existence of only one manager. 5. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 6. Requirements which the Company may impose following its review of the above material and other information which the Company may require. F. WITH RESPECT TO A TRUST: 1. A certification pursuant to Section 18100.5 of the California Probate Code in a form satisfactory to the Company. 2. Copies of those excerpts from the original trust documents and amendments thereto which designate the trustee and confer upon the trustee the power to act in the pending transaction. 3. Other requirements which the Company may impose following its review of the material require herein and other information which the Company may require. G. WITH RESPECT TO INDIVIDUALS: 1. A statement of information. The map attached, if any, may or may not be a survey of the land depicted hereon. First American Title Insurance Company expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached. *****To obtain wire instructions for deposit of funds to your escrow file please contact your Escrow Officer.***** First American Title Insurance Company C LEGAL DESCRIPTION Order ~ber: NCS-925074-SD Page Number: 11 Real property in the City of Carlsbad, County of San Diego, State of California, described as follows: PARCEL 1 OF MINOR SUBDIVISION NO. 16-04, VIASAT BRESSI RANCH CAMPUS, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO PARCEL MAP THEREOF NO. 21433, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DECEMBER 28, 2016 AS FILE NO. 2016-7000548. APN: 213-260-10-00 First American Title Insurance Company C Order ~er:NCS-925074-5D Page Number: 12 The First American Corporation First American Title Company Privacy Policy We Are Committed to Safeguarding Customer Information In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our parent company, The First American Corporation, we have adopted this Privacy Policy to govern the use and handling of your personal information. Applicability This Privacy Policy governs our use of the information which you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values, a copy of which can be found on our website at www.firstam.com. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include: Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means; Information about your transactions with us, our affiliated companies, or others; and Information we receive from a consumer reporting agency. Use of Information We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies, and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies, or to other financial institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even if you are no longer our customer, our Privacy Policy will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. First American Title Insurance Company C Order ll':!l\,ber: NCS-92507 4-5D Page Number: 13 CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (02-03-10) EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: (a) building; (d) improvements on the Land; (b) zoning; (e) land division; and (c) land use; (f) environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks: (a) that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; (b) that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; (c) that result in no loss to You; or (d) that first occur after the Policy Date -this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Title. 6. Lack of a right: (a) to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and (b) in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21. 7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors' rights laws. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. Your Deductible Amount Covered Risk 16: 1% of Policy Amount or $2,500.00 (whichever is less) Covered Risk 18: 1 % of Policy Amount or $5,000.00 (whichever is less) Covered Risk 19: 1 % of Policy Amount or $5,000.00 (whichever is less) Covered Risk 21; 1 % of Policy Amount or $2,500.00 (whichever is less) Our Maximum Dollar Limit of Liabilitv $10,000.00 $25,000.00 $25,000.00 $5,000.00 ALTA RESIDENTIAL TITLE INSURANCE POLICY (6-1-87) EXCLUSIONS In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of any law or government regulation. This includes building and zoning ordinances and also laws and regulations concerning: (a) and use (b) improvements on the land (c) and division (d) environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks. 2. The right to take the land by condemning it, unless: (a) a notice of exercising the right appears in the public records on the Policy Date (b) the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking 3. Title Risks: (a) that are created, allowed, or agreed to by you (b) that are known to you, but not to us, on the Policy Date --unless they appeared in the public records First American Title Insurance Company ----------·---~--·--··-------- 0 (c) that result in no loss to you Order Qer:NCS-92S074-SD Page Number:14 (d) that first affect your title after the Policy Date --this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks 4. Failure to pay value for your title. S. Lack of a right: (a) to any land outside the area specifically described and referred to in Item 3 of Schedule A OR (b) in streets, alleys, or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. 2006 ALTA LOAN POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of; 1. a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement erected on the Land; iii. the subdivision of land; or iv. environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1( a) does not modify or limit the coverage provided under Covered Risk 5. b. Any governmental police power. This Exclusion l{b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13, or 14); or e. resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is a. a fraudulent conveyance or fraudulent transfer, or b. a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk ll(b). The above polic.y form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agenc.y or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining daims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. First American Tltle Insurance Company C Order 'lffl'mber: NCS-92S07 4-SD Page Number: 15 6. Any lien or right to a lien for services, labor or material not shown by the public records. 2006 ALTA OWNER'S POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement erected on the Land; iii. the subdivision of land; or iv. environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion l(a) does not modify or limit the coverage provided under Covered Risk 5. b.Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at Date of Policy, but known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to Date of Policy {however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or e. resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is a. a fraudulent conveyance or fraudulent transfer; or b. a preferential transfer for any reason not Stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the public records. First American Title Insurance Company C Order ~er:NCS-92S074-SD Page Number: 16 ALTA EXPANDED CDVERAGE RESIDENTIAL LOAN POLICY (07-26-10) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement erected on the Land; iii. the subdivision of land; or iv. environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion l(a) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. b. Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or e. resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. This Exclusion does not modify or limit the coverage provided in Covered Risk 26. 6. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk ll(b) or 25. 8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6. 9. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is a. a fraudulent conveyance or fraudulent transfer, or b. a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy. First American Title Insurance Company > -• I '· r \ .-\.~H;R/ '~ ';> p~t ~ Order ~er:NCS-925073-SD Page l\l., ~er: 1 First American Title Insurance Company National Commercial Services September 13, 2018 Amber Ragghanti Cushman & Wakefield 4747 Executive Drive, 9th Floor San Diego, CA 92121-3091 Phone: (858)546-5440 Fax: (858)630-6320 Customer Reference: Title Officer: Phone: Fax No.: E-Mail: Buyer: Owner: Property: 4380 La Jolla Village Drive, Suite 110 San Diego, CA 92122 Building El Trixy Brown Janice Treanor (858)410-2151 (619)330-2564 trixybrown@firstam.com Levine Investments L TP Partnership 2501 Gateway Road, Carlsbad, CA PRELIMINARY REPORT In response to the above referenced application for a policy of title insurance, this company hereby reports that it is prepared ta issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sust.ained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Exhibit A attached. The policy to be issued may contEin an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit A. Copies of the policy forms should be read. They are available from the office which issued this report. First American Title Insurance Company • Order N~r:NCS-925073-SD Page N u~r: 2 Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a pol icy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. First American Title Insurance Company ' Dated as of September 07, 2018 at 7:30 A.M. The form of Policy of title insurance contemplated by this report is: To Be Determined Order N~er:NCS-92S073-SD Page N-...der:3 A specific request should be made if another form or additional coverage is desired. Title to said estate or interest at the date hereof is vested in: Levine Investments Limited Partnership, an Arizona limited partnership The estate or interest in the land hereinafter described or referred to covered by this Report is: FEE The Land referred to herein is described as follows: (See attached Legal Description) At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows: 1. General and special taxes and assessments for the fiscal year 2018-2019, a lien not yet due or payable. 2. Assessment liens, if applicable, collected with the general and special taxes, including but not limited to those disclosed by the reflection of the following on the tax roll: 1915 Bond for City of Carlsbad 2002-1; Street Improvements. 3. A notice of assessment recorded December 20, 2017 as Instrument No. 2017-0598938 of Official Records, executed by City of Carlsbad State of California. 4. A notice of assessment recorded December 20, 2017 as Instrument No. 2017-0598939 of Official Records, executed by City of Carlsbad State of California. 5. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No.l, as disclosed by Notice of Special Tax Lien recorded May 20, 1991 as Instrument No. 1991-0236959 of Official Records . Document(s) declaring modifications thereof recorded March 14, 2003 as Instrument Nos. 2003- 0289327 and 2003-0289328, both of Official Records. 6. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. First American Title Insurance Company Order ~er:NCS-925073-5D Page~er:4 7. An easement for gas pipe lines and incidental purposes, recorded July 27, 1960 as Instrument No. 151772 of Official Records. In Favor of: Affects: San Diego Gas and Electric Company as described therein 8. The terms and provisions contained in the document entitled "Agreement Regarding the Payment of a Public Facilities Fee for Inside the Boundaries of Community Facilities District No. l" recorded December 11, 1998 as Instrument No. 1998-0806517 of Official Records. 9. The terms and provisions contained in the document entitled "Agreement Regarding Covenants Running with the Land" recorded February 18, 1999 as Instrument No. 1999-0098738 of Official Records. 10. The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded February 25, 2003 as Instrument No. 2003-0210190 of Official Records. 11. The terms and provisions contained in the document entitled "Hold Harmless Agreement Drainage" recorded March 11, 2003 as Instrument No. 2003-0270075 of Official Records. 12. The terms and provisions contained in the document entitled "Hold Harmless Agreement Geological Failure" recorded March 11, 2003 as Instrument No. 2003-0270076 of Official Records. 13. The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded April 01, 2003 as Instrument No. 2003-0362107 of Official Records. 14. An easement shown or dedicated on the map filed or recorded May 29, 2003 as Map No. 14600 of Tract Maps. For: Restricted sight distance corridor, Drainage and incidental purposes. 15. An easement shown or dedicated on the map filed or recorded February 04, 2005 as Map No. 14960 of Tract Maps. For: Landscape maintenance and incidental purposes. 16. Covenants, conditions, restrictions and easements in the document recorded March 15, 2005 as Instrument No. 2005-0210897 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition, or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, sexual orientation, familial status, disability, handicap, national origin, genetic information, gender, gender identity, gender expression, source of income (as defined in California Government Code § 12955(p)) or ancestry, to the extent such covenants, conditions or restrictions violation 42 U.S.C. § 3604( c) or California Government Code § 12955. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. Document(s) declaring modifications thereof recorded January 26, 2012 as Instrument No. 2012- 0045639 of Official Records. Document(s) declaring modifications thereof recorded July 17, 2012 as Instrument No. 2012- 0412306 of Official Records. First American Title Insurance Company Order ,,......,ber: NCS-925073-SD Page,_ -rllber:5 Document(s) declaring modifications thereof recorded February 22, 2013 as Instrument No. 2013- 0117373 of Official Records. Document(s) declaring modifications thereof recorded March 20, 2014 as Instrument No. 2014- 0110220 of Official Records. Document(s) declaring modifications thereof recorded December 17, 2014 as Instrument No. 2014- 0556453 of Official Records. Document(s) declaring modifications thereof recorded May 05, 2016 as Instrument No. 2016- 0214801 of Official Records. Document(s) declaring modifications thereof recorded November 17, 2017 as Instrument No. 2017- 0537851 of Official Records. 17. The terms and provisions contained in the document entitled "Agreement Regarding Annexation of Certain Real Property to Street Lighting and Landscape District No. 2 of the City of Carlsbad and Approval of the Levy of Assessments on Such Real Property" recorded March 16, 2005 as Instrument No. 2005-0216793 of Official Records. 18. Covenants, conditions, restrictions and easements in the document recorded March 30, 2005 as Instrument No. 2005-0258429 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition, or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, sexual orientation, familial status, disability, handicap, national origin, genetic information, gender, gender identity, gender expression, source of income (as defined in California Government Code§ 12955(p)) or ancestry, to the extent such covenants, conditions or restrictions violation 42 U.S.C. § 3604(c) or California Government Code§ 12955. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. 19. The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded June 02, 2005 as Instrument No. 2005-0461222 of Official Records. 20. The terms and provisions contained in the document entitled "Declaration of Development Covenants, Conditions and Restrictions" recorded June 09, 2005 as Instrument No. 2005-0483800 of Official Records. 21. The terms and provisions contained in the document entitled "Declaration of Covenants, Conditions and Restrictions Regarding Buildings" recorded June 09, 2005 as Instrument No. 2005-0483802 of Official Records. 22. The terms and provisions contained in the document entitled "Declaration of Restrictive Covenants" recorded October 06, 2015 as Instrument No. 2015-0524154 of Official Records. 23. An easement shown or dedicated on the map filed or recorded December 28, 2016 as Parcel Map No. 21433 of Parcel Maps. For: Public sewer and incidental purposes. 24. Abutter's rights of ingress and egress to or from El Camino Real have been dedicated or relinquished on the map of Parcel Map No. 21433 of Parcel Maps recorded December 28, 2016. First American Title Insurance Company Order~ber:NCS-925073-5D Page~ber:6 25. Abutter's rights of ingress and egress to or from Gateway Road and Town Garden Road, except at access openings "A" have been dedicated or relinquished on the map of Parcel Map No. 21433 of Parcel Maps recorded December 28, 2016. 26. The terms, provisions and easement(s) contained in the document entitled "Encroachment Agreement" recorded December 30, 2016 as Instrument No. 2016-0718216 of Official Records. 27. The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded January 06, 2017 as Instrument No. 2017-0008300 of Official Records. 28. Covenants, conditions, restrictions and easements in the document recorded March 01, 2017 as Instrument No. 2017-0097049 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition, or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, sexual orientation, familial status, disability, handicap, national origin, genetic information, gender, gender identity, gender expression, source of income (as defined in California Government Code§ 12955(p)) or ancestry, to the extent such covenants, conditions or restrictions violation 42 U.S.C. § 3604(c) or California Government Code§ 12955. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. A declaration of annexation recorded August 01, 2018 as Instrument No. 2018-0314641 of Official Records. 29. Terms and provisions of an unrecorded lease dated February 28, 2017, by and between Levine Investments Limited Partnership, an Arizona limited partnership as lessor and Viasat Inc., a Delaware corporation as lessee, as disclosed by a Memorandum of Lease recorded March 01, 2017 as Instrument No. 2017-0097051 of Official Records. Defects, liens, encumbrances or other matters affecting the leasehold estate, whether or not shown by the public records are not shown herein. 30. The terms and provisions contained in the document entitled "Memorandum of Right of First Refusal and Right of First Offer" recorded March 1, 2017 as Instrument No. 2017-0097053 of Official Records. 31. The terms and provisions contained in the document entitled "Permanent Stormwater Quality Best Management Practice Maintenance Agreement" recorded May 17, 2017 as Instrument No. 2017- 0221021 of Official Records. 32. The terms and provisions contained in the document entitled "Encroachment Agreement" recorded May 17, 2017 as Instrument No. 2017-0220137 of Official Records. 33. The terms and provisions contained in the document entitled "Hold Harmless Agreement Geological Failure" recorded May 17, 2017 as Instrument No. 2017-0220174 of Official Records. 34. The terms and provisions contained in the document entitled "Hold Harmless Agreement Drainage" recorded May 17, 2017 as Instrument No. 2017-0220175 of Official Records. 35. The terms and provisions contained in the document entitled "Permanent Stormwater Quality Best Management Practice Maintenance Agreement" recorded September 25, 2017 as Instrument No. 2017-0437636 of Official Records. First American Title Insurance Company 36. 37. 38. 39. 40. Order..-..iber:NCS-925073-SD Page'-'llber:7 The terms and provisions contained in the document entitled "Hold Harmless Agreement Drainage" recorded September 25, 2017 as Instrument No. 2017-0437670 of Official Records. The terms and provisions contained in the document entitled "Hold harmless agreement geological failure" recorded September 25, 2017 as Instrument No. 2017-0439026 of Official Records. The terms, provisions and easement(s) contained in the document entitled "Easement" recorded October 27, 2017 as Instrument No. 2017-0501610 of Official Records. The terms, provisions and easement(s) contained in the document entitled "Easement" recorded December 08, 2017 as Instrument No. 2017-0572547 of Official Records. A deed of trust to secure an original indebtedness of $75,000,000.00 recorded March 22, 2018 as Instrument No. 2018-0112805 of Official Records. Dated: March 22, 2018 Trustor: Levine Investments Limited Partnership, an Arizona limited partnership Trustee: Lawyers Title of Arizona Beneficiary: The Northern Trust Company, an Illinois Banking Corporation Affects: The land and other property. The above deed of trust states that it is a construction deed of trust. 41. Any statutory lien for labor or materials arising by reason of a work of improvement now in progress or recently completed. 42. Water rights, claims or title to water, whether or not shown by the public records. 43. Rights of parties in possession. First American Title Insurance Company INFORMATIONAL NOTES OrdeP""'"<riber:NCS-925073-SD Page-•,~mber:8 ALERT -CA Senate Bill 2 imposes an additional fee of $75 up to $225 at the time of recording on certain transactions effective January 1, 2018. Please contact your First American Title representative for more information on how this may affect your closing. 1. Taxes for proration purposes only for the fiscal year 2017-2018. First Installment: Second Installment: Tax Rate Area: APN: $95,397.62, PAID $95,397.62, PAID 09199 213-260-11-00 2. Supplemental taxes for the fiscal year 2016-2017 assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. First Installment: $2,329.59, PAID Penalty: $0.00 Second Installment: $2,329.59, PAID Penalty: $0.00 Tax Rate Area: 09199 A. P. No.: 869-297-29-46 3. Supplemental taxes for the fiscal year 2017-2018 assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. First Installment: $8,065.67, PAID Penalty: $0.00 Second Installment: $8,065.67, PAID Penalty: $0.00 Tax Rate Area: 09199 A. P. No.: 879-297-29-37 4. The property covered by this report is vacant land. 5. According to the public records, there has been no conveyance of the land within a period of twenty four months prior to the date of this report, except as follows: A document recorded March 01, 2017 as Instrument No. 2017-0097050 of Official Records. From: VIASAT, INC., a Delaware corporation To: Levine Investments Limited Partnership, an Arizona Limited Partnership 6. It appears that a work of improvement is in progress or recently completed on the land. The Company will require various documents and information, including but not limited to a completed mechanics' lien risk analysis, construction contract(s), lien waivers, loan agreement, disbursement information, executed indemnity agreement and current financial information from proposed indemnitors, in order to determine whether mechanics' lien insurance can be issued. Other requirements may be made following the review of such documents and information. First American Title Insurance Company ,,.. ' Order ,,Alw(n ber: NCS-9250 73-5D Pagt..._ ~ 'nber:9 7. This preliminary report/commitment was prepared based upon an application for a policy of title insurance that identified land by street address or assessor's parcel number only. It is the responsibility of the applicant to determine whether the land referred to herein is in fact the land that is to be described in the policy or policies to be issued. 8. Should this report be used to facilitate your transaction, we must be provided with the following prior to the issuance of the policy: A. WITH RESPECT TO A CORPORATION: 1. A certificate of good standing of recent date issued by the Secretary of State of the corporation's state of domicile. 2. A certificate copy of a resolution of the Board of Directors authorizing the contemplated transaction and designating which corporate officers shall have the power to execute on behalf of the corporation. 3. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 4. Requirements which the Company may impose following its review of the above material and other information which the Company may require. B. WITH RESPECT TO A CALIFORNIA LIMITED PARTNERSHIP: 1. A certified copy of the certificate of limited partnership (form LP-1) and any amendments thereto (form LP-2) to be recorded in the public records; 2. A full copy of the partnership agreement and any amendments; 3. Satisfactory evidence of the consent of a majority in interest of the limited partners to the contemplated transaction; 4. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 5. Requirements which the Company may impose following its review of the above material and other information which the Company may require. C. WITH RESPECT TO A FOREIGN LIMITED PARTNERSHIP: 1. A certified copy of the application for registration, foreign limited partnership (form LP-5) and any amendments thereto (form LP-6) to be recorded in the public records; 2. A full copy of the partnership agreement and any amendment; 3. Satisfactory evidence of the consent of a majority in interest of the limited partners to the contemplated transaction; 4. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 5. Requirements which the Company may impose following its review of the above material and other information which the Company may require. D. WITH RESPECT TO A GENERAL PARTNERSHIP: 1. A certified copy of a statement of partnership authority pursuant to Section 16303 of the California Corporation Code (form GP-I), executed by at least two partners, and a certified copy of any amendments to such statement (form GP-7), to be recorded in the public records; 2. A full copy of the partnership agreement and any amendments; 3. Requirements which the Company may impose following its review of the above material required herein and other information which the Company may require. E. WITH RESPECT TO A LIMITED LIABILITY COMPANY: 1. A copy of its operating agreement and any amendments thereto; 2. If it is a California limited liability company, a certified copy of its articles of organization (LLC-1) and any certificate of correction (LLC-11), certificate of amendment (LLC-2), or restatement of articles of organization (LLC-10) to be recorded in the public records; 3. If it is a foreign limited liability company, a certified copy of its application for registration (LLC-5) to be recorded in the public records; First American Title Insurance Company ,.., ' ' Ord~mber:NCS-925073-SD Pa~mber:10 4. With respect to any deed, deed of trust, lease, subordination agreement or other document or instrument executed by such limited liability company and presented for recordation by the Company or upon which the Company is asked to rely, such document or instrument must be executed in accordance with one of the following, as appropriate: (i) If the limited liability company properly operates through officers appointed or elected pursuant to the terms of a written operating agreement, such documents must be executed by at least two duly elected or appointed officers, as follows: the chairman of the board, the president or any vice president, and any secretary, assistant secretary, the chief financial officer or any assistant treasurer; (ii) If the limited liability company properly operates through a manager or managers identified in the articles of organization and/or duly elected pursuant to the terms of a written operating agreement, such document must be executed by at least two such managers or by one manager if the limited liability company properly operates with the existence of only one manager. 5. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 6. Requirements which the Company may impose following its review of the above material and other information which the Company may require. F. WITH RESPECT TO A TRUST: 1. A certification pursuant to Section 18100.5 of the California Probate Code in a form satisfactory to the Company. 2. Copies of those excerpts from the original trust documents and amendments thereto which designate the trustee and confer upon the trustee the power to act in the pending transaction. 3. Other requirements which the Company may impose following its review of the material require herein and other information which the Company may require. G. WITH RESPECT TO INDIVIDUALS: 1. A statement of information. The map attached, if any, may or may not be a survey of the land depicted hereon. First American Title Insurance Company expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached. *****To obtain wire instructions for deposit of funds to your escrow file please contact your Escrow Officer.***** First American Title Insurance Company ' LEGAL DESCRIPTION Ord~mber:NCS-925073-SD Pag,_ )mber: 11 Real property in the City of Carlsbad, County of San Diego, State of California, described as follows: PARCEL 2 OF MINOR SUBDIVISION NO. 16-04, VIASAT BRESSI RANCH CAMPUS, IN THE CllY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO PARCEL MAP THEREOF NO. 21433, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DECEMBER 28, 2016 AS FILE NO 2016-7000548. APN: 213-260-11-00 First American Title Insurance Company Ord~mber:NCS-925073-SD Pa~mber:12 The First American Corporation First American Title Company Privacy Policy We Are Committed to Safeguarding Customer Information In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our parent company, The First American Corporation, we have adopted this Privacy Policy to govern the use and handling of your personal information. Applicability This Privacy Policy governs our use of the information which you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values, a copy of which can be found on our website at www.firstam.com. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include: Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means; Information about your transactions with us, our affiliated companies, or others; and Information we receive from a consumer reporting agency. Use of Information We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies, and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies, or to other financial institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even if you are no longer our customer, our Privacy Policy will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. First American Title Insurance Company Ord"'""\J m ber: N CS-9 250 73-SD Pag,,,,f[Jmber: 13 CLTA/ ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (02·03·10) EXCLUSIONS In addition to the Exceptions in Schedule B, Yau are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: (a) building; (d) improvements on the Land; (b) zoning; (e) land division; and (c) land use; (f) environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limitthe coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks: (a) that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; (b) that are Known to You at the Polley Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; (c) that result in no loss to You; or (d) that first occur after the Policy Date -this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Title. 6. Lack of a right: (a) to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and (b) in streets, alleys, or wateiways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21. 7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors' rights laws. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. Your Deductible Amount Covered Risk 16: 1 % of Policy Amount or $2,500.00 (whichever is less) Covered Risk 18: 1 % of Policy Amount or $5,000.00 (whichever is less) Covered Risk 19: 1 % of Policy Amount or $5,000.00 (whichever is less) Covered Risk 21: 1% of Policy Amount or $2,500.00 (whichever is less) Our Maximum Dollar Limit of Liability $10,000.00 $25,000.00 $25,000.00 $5,000.00 ALTA RESIDENTIAL TITLE INSURANCE POLICY (6-1-87) EXCLUSIONS In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of any law or government regulation. This includes building and zoning ordinances and also laws and regulations concerning: (a) and use (b) improvements on the land (c) and division (d) environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks. 2. The right to take the land by condemning it, unless: (a) a notice of exercising the right appears in the public records on the Policy Date (b) the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking 3. Title Risks: (a) that are created, allowed, or agreed to by you (b) that are known to you, but not to us, on the Policy Date --unless they appeared in the public records First American Title Insurance Company (c) that result in no loss to you Ord~mber:NCS-925073-SD Pa~mber:14 (d) that first affect your title after the Policy Date --this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks 4. Failure to pay value for your title. 5. Lack of a right: (a) to any land outside the area specifically described and referred to in Item 3 of Schedule A OR (b} in streets, alleys, or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. 2006 ALTA LOAN POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement erected on the Land; iii. the subdivision of land; or iv. environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion l(a) does not modify or limit the coverage provided under Covered Risk 5. b. Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13, or 14); or e. resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is a. a fraudulent conveyance or fraudulent transfer, or b. a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 1 l(b). The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. First American Title Insurance Company Ord----,,mber:NCS-925073·5D Pag,,-,<(Jmber:15 6. Any lien or right to a lien for services, labor or material not shown by the public records. 2006 ALTA OWNER'S POLICY (06·17·06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement erected on the Land; iii. the subdivision of land; or iv. environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion l(a) does not modify or limit the coverage provided under Covered Risk 5. b.Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at Date of Policy, but known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or e. resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is a. a fraudulent conveyance or fraudulent transfer; or b. a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land sU1vey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the public records. First American Title Insurance Company Ord,..."'\Jmber:NCS-925073-5D Pag,,-,<(Jmber: 16 ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (07-26-10) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement erected on the Land; iii. the subdivision of land; or iv. environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion l(a) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. b. Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or e. resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. This Exclusion does not modify or limit the coverage provided in Covered Risk 26. 6. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11(b) or 25. 8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6. 9. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is a. a fraudulent conveyance or fraudulent transfer, or b. a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy. First American Title Insurance Company ' i ,._ '•H•; If I ¥ O~umber: NCS-925071-5D P~Number:1 First American Title Insurance Company National Commercial Services September 13, 2018 Amber Ragghanti Cushman & Wakefield 4747 Executive Drive, 9th Floor San Diego, CA 92121-3091 Phone: (858)546-5440 Fax: (858)630-6320 4380 La Jolla Village Drive, Suite 110 San Diego, CA 92122 PRELIMINARY REPORT In response to the above referenced application for a policy of title insurance, this company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Exhibit A attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit A. Copies of the policy forms should be read. They are available from the office which issued this report. First American Title Insurance Company • Orr'""1 umber: NCS-925071-5D Pa~umber:2 Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability ls assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. First American Title Insurance Company C Dated as of September 07, 2018 at 7:30 A.M. The form of Policy of title insurance contemplated by this report is: To Be Determined Orc,..,,'jumber:NCS-925071-5D Pa~umber:3 A specific request should be made if another form or additional coverage is desired. Title to said estate or interest at the date hereof is vested in: PIVOTAL 650 California St., LLC, an Arizona limited liability company The estate or interest in the land hereinafter described or referred to covered by this Report is: FEE The Land referred to herein is described as follows: (See attached Legal Description) At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows: 1. General and special taxes and assessments for the fiscal year 2018-2019, a lien not yet due or payable. 2. A notice of assessment recorded January 28, 2013 as Instrument No. 2013-0057607 of Official Records , executed by City of Carlsbad. Document(s) declaring modifications thereof recorded June 17, 2014 as Instrument No. 2014- 0249799 of Official Records. 3. Assessment liens, if applicable, collected with the general and special taxes, including but not limited to those disclosed by the refiection of the following on the tax roll: 1915 Bond for City of Carlsbad 2002-1; Street Improvements. 4. The lien of special tax assessed pursuant to Chapter 2.5 commencing with Section 53311 of the California Government Code for Community Facilities District No. 1, as disclosed by Notice of Special Tax Lien recorded March 14, 2003 as Instrument No. 2003-0289327 of Official Records. Document(s) declaring modifications thereof recorded March 14, 2003 as Instrument No. 2003- 0289328 of Official Records. 5. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. First American Title Insurance Company r Orc""""jumber: NCS-925071-SD Pa~umber:4 6. An easement for public utilities, ingress and egress and incidental purposes, recorded July 27, 1960 as Instrument No. 151772 of Official Records. In Favor of: San Diego Gas & Electric Company Affects: as described therein 7. An easement for avigation and incidental purposes, recorded April 11, 1984 as as Instrument No. 84- 132298 of Official Records. In Favor of: County of San Diego Affects: as described therein The location of the easement cannot be determined from record information. 8. The terms and provisions contained in the document entitled "Agreement Regarding the Payment of a Public Facilities Fee for Inside the Boundaries of Community Facilities District No. l" recorded December 11, 1998 as Instrument No. 1998-0806517 of Official Records. 9. The terms and provisions contained in the document entitled "Agreement Regarding Covenants Running with the Land" recorded February 18, 1999 as Instrument No. 1999-0098738 of Official Records. 10. The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded February 25, 2003 as Instrument No. 2003-0210190 of Official Records. 11. The terms and provisions contained in the document entitled "Hold Harmless Agreement Drainage" recorded March 11, 2003 as Instrument No. 2003-0270075 of Official Records. 12. The terms and provisions contained in the document entitled "Hold Harmless Agreement Geological Failure" recorded March 11, 2003 as Instrument No. 2003-0270076 of Official Records. 13. The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded April 01, 2003 as Instrument No. 2003-0362107 of Official Records. 14. An easement shown or dedicated on the map filed or recorded May 29, 2003 as Map No. 14600 of Tract Map For: sight distance corridor, drainage, general utilities and access and incidental purposes. 15. Abutter's rights of ingress and egress to or from Gateway Road Except Access Openings have been dedicated or relinquished on the map of 14960 of Tract Maps recorded February 04, 2005. 16. Abutter's rights of ingress and egress to or from El Camino Real have been dedicated or relinquished on the map of 14960 of Tract Maps recorded February 04, 2005. 17. An easement shown or dedicated on the map filed or recorded February 04, 2005 as Map No. 14960 of Tract Map For: sight distance corridor, landscape maintenance and incidental purposes. First American Title Insurance Company C Ord,.....,.,,mber:NCS-925071-SD Pa~mber:5 18. Covenants, conditions, restrictions, easements, assessments, liens, charges, terms and provisions in the document recorded March 15, 2005 as Instrument No. 2005-0210897 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. Document(s) declaring modifications thereof recorded January 16, 2012 as Instrument No. 2012- 0045639 of Official Records. Document(s) declaring modifications thereof recorded July 17, 2012 as Instrument No. 2012- 0412306 of Official Records. Document(s) declaring modifications thereof recorded February 22, 2013 as Instrument No. 2013- 117373 of Official Records. Document(s) declaring modifications thereof recorded March 20, 2014 as Instrument No. 2014- 110220 of Official Records. Document(s) declaring modifications thereof recorded December 17, 2014 as Instrument No. 2014- 0556453 of Official Records. Document(s) declaring modifications thereof recorded May 05, 2016 as Instrument No. 2016- 0214801 of Official Records. Document(s) declaring modifications thereof recorded November 17, 2017 as Instrument No. 2017- 0537851 of Official Records. 19. The terms and provisions contained in the document entitled "Agreement Regarding Annexation of Certain Real Property to Street Lighting and Landscaping District No. 2 of the City of Carlsbad and Approval of the Levy of Assessments on such Real Property" recorded March 16, 2005 as Instrument No. 2005-0216793 of Official Records. 20. An easement for public utilities, ingress and egress and incidental purposes, recorded April 11, 2005 as Instrument No. 2005-0294004 of official records. In Favor of: Affects: San Diego Gas & Electric Company, a Corporation as described therein 21. The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded June 02, 2005 as Instrument No. 2005-0461222 of Official Records. First American Title Insurance Company Ord~mber:NCS-925071-SD Pag,,.,,{lmber:6 22. Covenants, conditions, restrictions and easements in the document recorded June 09, 2005 as Instrument No. 2005-0483802 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition, or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, sexual orientation, familial status, disability, handicap, national origin, genetic information, gender, gender identity, gender expression, source of income (as defined in California Government Code§ 12955(p)) or ancestry, to the extent such covenants, conditions or restrictions violation 42 U.S.C. § 3604(c) or California Government Code§ 12955. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. Document(s) declaring modifications thereof recorded July 26, 2006 as Instrument No. 2006- 0529274 of Official Records. 23. Covenants, conditions, restrictions and easements in the document recorded August 11, 2005 as Instrument No. 2005-689778 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition, or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, sexual orientation, familial status, disability, handicap, national origin, genetic information, gender, gender identity, gender expression, source of income (as defined in California Government Code§ 12955(p)) or ancestry, to the extent such covenants, conditions or restrictions violation 42 U.S.C. § 3604(c) or California Government Code§ 12955. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. Document(s) declaring modifications thereof recorded July 28, 2006 as Instrument No. 2006- 0536070 of Official Records. Document(s) declaring modifications thereof recorded February 10, 2014 as Instrument No. 2014- 054465 of Official Records. 24. Covenants, conditions, restrictions and easements in the document recorded September 28, 2005 as Instrument No. 2005-0837880 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition, or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, sexual orientation, familial status, disability, handicap, national origin, genetic information, gender, gender identity, gender expression, source of income (as defined in California Government Code§ 12955(p)) or ancestry, to the extent such covenants, conditions or restrictions violation 42 U.S.C. § 3604(c) or California Government Code § 12955. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. 25. Covenants, conditions, restrictions and easements in the document recorded December 06, 2005 as Instrument No. 2005-01050233 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition, or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, sexual orientation, familial status, disability, handicap, national origin, genetic information, gender, gender identity, gender expression, source of income (as defined in California Government Code§ 12955(p)) or ancestry, to the extent such covenants, conditions or restrictions violation 42 U.S.C. § 3604(c) or California Government Code§ 12955. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. First American Title Insurance Company OrdP'""""lmber: NCS-925071-SD PaQMlmber:7 26. The terms and provisions contained in the document entitled "Hold Harmless Agreement Drainage" recorded August 19, 2008 as Instrument No. 2008-0445047 of Official Records. 27. The terms and provisions contained in the document entitled "Hold Harmless Agreement Geological Failure" recorded August 19, 2008 as Instrument No. 2008-0445048 of Official Records. 28. A deed of trust to secure an original indebtedness of $45,000,000.00 recorded January 30, 2014 as Instrument No. 2014-0041463 of Official Records. Dated: January 30, 2014 Trustor: Levine Investments Limited Partnership, an Arizona Limited Partnership Trustee: Commonwealth Land Title Insurance Company, a Nebraska Corporation Beneficiary: Citibank, N.A., a National Banking Association Affects: The land and other property. A document entitled "Assignment of Leases and Rents" recorded January 30, 2014 as Instrument No. 2014-0041464 of Official Records, as additional security for the payment of the indebtedness secured by the deed of trust. A document recorded November 10, 2015 as Instrument No. 2015-0584674 of Official Records, provides that the obligation secured by the deed of trust was assumed by Pivotal 650 California St., L.L.C., an Arizona Limited Liability Company. A document recorded November 10, 2015 as Instrument No. 2015-0584674 of Official Records provides that the deed of trust or the obligation secured thereby has been modified. A document recorded May 22, 2017 as Instrument No. 2017-0227496 of Official Records provides that the deed of trust or the obligation secured thereby has been modified. 29. The terms and provisions contained in the document entitled "Permanent Stormwater Quality Best Management Practice Maintenance Agreement" recorded May 15, 2014 as Instrument No. 2014- 0200615 of Official Records. 30. The terms and provisions contained in the document entitled "Hold Harmless Agreement Geological Failure" recorded May 15, 2014 as Instrument No. 2014-0200616 of Official Records. 31. The terms and provisions contained in the document entitled "Hold Harmless Agreement Drainage" recorded May 15, 2014 as Instrument No. 2014-0200617 of Official Records. 32. An easement shown or dedicated on the map filed or recorded August 07, 2014 as Map No. 21152 of Parcel Map For: general utilities and incidental purposes. 33. The terms and provisions contained in the document entitled "Permissive Use Agreement" recorded October 01, 2014 as Instrument No. 2014-0425593 of Official Records. 34. The terms and provisions contained in the document entitled "Encroachment Agreement" recorded October 16, 2014 as Instrument No. 2014-0449162 of Official Records. First American Title Insurance Company Ord~mber: NCS-925071-SD Pa9Mmber:8 35. The terms and provisions contained in the document entitled "Consent Agreement" recorded January 23, 2015 as Instrument No. 2015-0029145 of Official Records. 36. The terms and provisions contained in the document entitled "Encroachment Agreement" recorded April 15, 2015 as Instrument No. 2015-0179349 of Official Records. 37. The terms and provisions contained in the document entitled "Encroachment Agreement" recorded August 12, 2015 as Instrument No. 2015-0425990 of Official Records. 38. A Deed of Trust to secure an original indebtedness of $75,000,000.00 recorded November 10, 2015 as Instrument No. 2015-0584672 of Official Records. Dated: November 09, 2015 Trustor: Pivotal 650 California St., L.L.C., an Arizona Limited Liability Company Trustee: Commonwealth Land Title Insurance Company, a Nebraska Corporation Beneficiary: CITIBANK, N.A., a national banking association Affects: The land and other property. A document entitled "Assignment of Leases and Rents" recorded November 10, 2015 as Instrument No. 2015-0584673 of Official Records, as additional security for the payment of the indebtedness secured by the deed of trust. A document recorded May 22, 2017 as Instrument No. 2017-0227519 of Official Records provides that the deed of trust or the obligation secured thereby has been modified. 39. Rights of parties in possession. First American Title Insurance Company C INFORMATIONAL NOTES Ord~mber: NCS-925071-SD Pa~mber:9 ALERT -CA Senate Bill 2 imposes an additional fee of $75 up to $225 at the time of recording on certain transactions effective January 1, 2018. Please contact your First American Title representative for more information on how this may affect your closing. 1. Taxes for proration purposes only for the fiscal year 2017-2018. First Installment: $103,729.48, PAID $103,729.48, PAID 09199 213-261-20-00 Second Installment: Tax Rate Area: APN: 2. Supplemental taxes for the fiscal year 2017-2018 assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. First Installment: $282.91, PAID Penalty: $0.00 Second Installment: $282.91, PAID Penalty: $0.00 Tax Rate Area: 09199 A. P. No.: 879-329-92-07 3. According to the latest available equalized assessment roll in the office of the county tax assessor, there is located on the land a(n) Commercial Structure known as 2502 Gateway Road, Carlsbad, CA. 4. According to the public records, there has been no conveyance of the land within a period of twenty- four months prior to the date of this report, except as follows: None 5. This preliminary report/commitment was prepared based upon an application for a policy of title insurance that identified land by street address or assessor's parcel number only. It is the responsibility of the applicant to determine whether the land referred to herein is in fact the land that is to be described in the policy or policies to be issued. 6. Should this report be used to facilitate your transaction, we must be provided with the following prior to the issuance of the policy: A. WITH RESPECT TO A CORPORATION: 1. A certificate of good standing of recent date issued by the Secretary of State of the corporation's state of domicile. 2. A certificate copy of a resolution of the Board of Directors authorizing the contemplated transaction and designating which corporate officers shall have the power to execute on behalf of the corporation. 3. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 4. Requirements which the Company may impose following its review of the above material and other information which the Company may require. B. WITH RESPECT TO A CALIFORNIA LIMITED PARTNERSHIP: First American Title Insurance Company -'- Orde,~ber: NCS-925071-SD Pag~ber:10 1. A certified copy of the certificate of limited partnership (form LP-1) and any amendments thereto (form LP-2) to be recorded in the public records; 2. A full copy of the partnership agreement and any amendments; 3. Satisfactory evidence of the consent of a majority in interest of the limited partners to the contemplated transaction; 4. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 5. Requirements which the Company may impose following its review of the above material and other information which the Company may require. C. WITH RESPECT TO A FOREIGN LIMITED PARTNERSHIP: 1. A certified copy of the application for registration, foreign limited partnership (form LP-5) and any amendments thereto (form LP-6) to be recorded in the public records; 2. A full copy of the partnership agreement and any amendment; 3. Satisfactory evidence of the consent of a majority in interest of the limited partners to the contemplated transaction; 4. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 5. Requirements which the Company may impose following its review of the above material and other information which the Company may require. D. WITH RESPECT TO A GENERAL PARTNERSHIP: 1. A certified copy of a statement of partnership authority pursuant to Section 16303 of the California Corporation Code (form GP-I), executed by at least two partners, and a certified copy of any amendments to such statement (form GP-7), to be recorded in the public records; 2. A full copy of the partnership agreement and any amendments; 3. Requirements which the Company may impose following its review of the above material required herein and other information which the Company may require. E. WITH RESPECT TO A LIMITED LIABILilY COMPANY: 1. A copy of its operating agreement and any amendments thereto; 2. If it is a California limited liability company, a certified copy of its articles of organization (LLC-1) and any certificate of correction (LLC-11), certificate of amendment (LLC-2), or restatement of articles of organization (LLC-10) to be recorded in the public records; 3. If it is a foreign limited liability company, a certified copy of its application for registration (LLC-5) to be recorded in the public records; 4. With respect to any deed, deed of trust, lease, subordination agreement or other document or instrument executed by such limited liability company and presented for recordation by the Company or upon which the Company is asked to rely, such document or instrument must be executed in accordance with one of the following, as appropriate: (i) If the limited liability company properly operates through officers appointed or elected pursuant to the terms of a written operating agreement, such documents must be executed by at least two duly elected or appointed officers, as follows: the chairman of the board, the president or any vice president, and any secretary, assistant secretary, the chief financial officer or any assistant treasurer; (ii) If the limited liability company properly operates through a manager or managers identified in the articles of organization and/or duly elected pursuant to the terms of a written operating agreement, such document must be executed by at least two such managers or by one manager if the limited liability company properly operates with the existence of only one manager. 5. A certificate of reviver and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 6. Requirements which the Company may impose following its review of the above material and other information which the Company may require. F. WITH RESPECT TO A TRUST: 1. A certification pursuant to Section 18100.5 of the California Probate Code in a form satisfactory to the Company. First American Title Insurance Company 2. 3. G. WITH RESPECT TO INDMDUALS: 1. Ord.,,....,,,ber: Pag~mber: The map attached, if any, may or may not be a survey of the land depicted hereon. First American Title Insurance Company expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached. *****To obtain wire instructions for deposit of funds to your escrow file please contact your Escrow Officer. ***** First American Title Insurance Company C Orde~ber: Pag~ber: LEGAL DESCRIPTION Real property in the City of Carlsbad, County of San Diego, State of California, described as follows: PARCEL 1 OF PARCEL MAP NO. 21152, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON AUGUST 7, 2014. APN: 213-261-20-00 First American Title Insurance Company Orde~ber: Pag~ber: The First American Corporation First American Title Company Privacy Policy We Are Committed to Safeguarding Customer Information In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our parent company, The First American Corporation, we have adopted this Privacy Policy to govern the use and handling of your personal information. Applicability This Privacy Policy governs our use of the information which you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values, a copy of which can be found on our website at www.firstam.com. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include: Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means; Information about your transactions with us, our affiliated companies, or others; and Information we receive from a consumer reporting agency. Use of Information We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies, and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies, or to other financial institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even if you are no longer our customer, our Privacy Policy will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. First American Title Insurance Company -' '- Orde~ber: Page-,,fnber: CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (02-03-10) EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: (a) building; (d) improvements on the LBnd; (b) zoning; (e) land division; and (c) land use; (f) environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks: (a) that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; (b) that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; (c) that result in no loss to You; or (d) that first occur after the Policy Date~ this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Title. 6. Lack of a right: (a) to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and (b) in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21. 7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors' rights laws. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. Your Deductible Amount Our Maximum Dollar Limit of Liability ALTA RESIDENTIAL TITLE INSURANCE POLICY (6-1-87) EXCLUSIONS In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees, and expenses resulting from: First American Title Insurance Company Orde~ber: Page........rnber: (c) that result in no loss to you (d) that first affect your title after the Policy Date --this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks 4. Failure to pay value for your title. 5. Lack of a right: (a) to any land outside the area specifically described and referred to in Item 3 of Schedule A OR (b) in streets, alleys, or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. 2006 ALTA LOAN POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: EXCEPTIONS FROM COVERAGE First American Title Insurance Company Orde,......,,, ber: Page--,mber: 6. Any lien or right to a lien for services, labor or material not shown by the public records. 2006 ALTA OWNER'S POLICY (06·17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the tr EXCEPTIONS FROM COVERAGE First American Title Insurance Company Order'"'!1ber: Page,.,~...niber: ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (07-26-10) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: First American Title Insurance Company • September 12, 2018 Ord~mber: Pag......,t'.lmber: "( ,,,_~.u;/f, ¥ First American Title Insurance Company National Commercial Services 4380 La Jolla Village Drive, Suite 110 San Diego, CA 92122 Phone: (858)546-5440 PRELIMINARY REPORT In response to the above referenced application for a policy of title insurance, this company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Exhibit A attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of ntle Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit A. Copies of the policy forms should be read. They are available from the office which issued this report. First American Title Insurance Company • Ord~mber: Pagi:,.,,...'1mber: Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. First American Title Insurance Company • -\_, Ord~mber: Pag....{lmber: Dated as of September 07, 2018 at 7:30 A,M. The form of Policy of title insurance contemplated by this report is: To Be Determined A specific request should be made if another form or additional coverage is desired, Title to said estate or interest at the date hereof is vested in: Testa Family Limited Partnership II, a California Limited Partnership The estate or interest in the land hereinafter described or referred to covered by this Report is: FEE The Land referred to herein is described as follows: (See attached Legal Description) At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows: 1. General and special taxes and assessments for the fiscal year 2018-2019, a lien not yet due or payable. 2, The lien of special tax assessed pursuant to Chapter 2,5 commencing with Section 53311 of the California Government Code for Community Facilities District No. 1 (City of Carlsbad), as disclosed by Notice of Special Tax Lien recorded May 20, 1991 as Instrument No, 91-236959 of Official Records, Document(s) declaring modifications thereof recorded March 14, 2003 as Instrument No, 2003- 289327 of Official Records, Document(s) declaring modifications thereof recorded March 14, 2003 as Instrument No, 2003- 289328 of Official Records. 3. Assessment liens, if applicable, collected with the general and special taxes, including but not limited to those disclosed by the reflection of the following on the tax roll: 1915 Bond for City of Carlsbad 2002-1; Street Improvements, 4. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3,5 commencing with Section 75 of the California Revenue and Taxation Code, 5, The privilege and right to extend drainage structures, excavation and embankment slopes beyond the limits of Road Survey No. 757 where required for the construction and maintenance thereof as granted to the County of San Diego in Deed recorded October 2, 1940 in Book 1069, Page 456 of Official Records, The location of the easement cannot be determined from record information, First American Title Insurance Company • 6. An easement for avigation and incidental purposes, recorded April 11, 1984 as Instrument No. 84- 132298 of Official Records. The location of the easement cannot be determined from record information. 7. An easement for avigation and incidental purposes, recorded August 11, 1987 as Instrument No. 87- 452377 and August 20, 1987 as Instrument No. 87-472299, both of Official Records. 8. The privilege and right to extend drainage structures, excavation and embankment slopes beyond the limits of highway where required for the construction and maintenance of said highway as conveyed to the City of Carlsbad, a municipal corporation in Deed recorded December 10, 1992 as Instrument No. 1992-0793169 of Official Records. The location of the easement cannot be determined from record information. 9. The terms and provisions contained in the document entitled "Agreement Regarding the Payment of a Public Facilities Fee for Inside the Boundaries of Community Facilities District No. 1" recorded December 11, 1998 as Instrument No. 1998-0806517 of Official Records. 10. The terms and provisions contained in the document entitled "Agreement Regarding Covenants Running with the Land" recorded February 18, 1999 as Instrument No. 1999-0098738 of Official Records. 11. The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded February 25, 2003 as Instrument No. 2003-0210190 of Official Records. 12. The terms and provisions contained in the document entitled "Hold Harmless Agreement Drainage" recorded March 11, 2003 as Instrument No. 2003-0270075 of Official Records. 13. The terms and provisions contained in the document entitled "Hold Harmless Agreement Geological Failure" recorded March 11, 2003 as Instrument No. 2003-0270076 of Official Records. 14. The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded April 01, 2003 as Instrument No. 2003-0362107 of Official Records. 15. Abutter's rights of ingress and egress to or from Palomar Airport Road have been dedicated or relinquished on the map of Map No. 14600 Carlsbad Tract CT 00-06 of Tract Maps recorded May 29, 2003. 16. An easement shown or dedicated on the map filed or recorded February 04, 2005 as Map No. 14960 Carlsbad Tract CT 02-15 of Tract Map For: Landscape Maintenasofi incidental purposes. First American Title Insurance Company Or~ NunNC!92~UtiD Pa-)Nun~ 17. Covenants, conditions, restrictions, easements, assessments, liens, charges, terms and provisions in the document recorded March 15, 2005 as Instrument No. 2005-0210897 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. Document(s) declaring modifications thereof recorded January 26, 2012 as Instrument No. 2012- 0045639 of Official Records. Document(s) declaring modifications thereof recorded July 17, 2012 as Instrument No. 2012- 0412306 of Official Records. Document(s) declaring modifications thereof recorded February 22, 2013 as Instrument No. 2013- 0117373 of Official Records. Document(s) declaring modifications thereof recorded March 20, 2014 as Instrument No. 2014- 0110220 of Official Records. Document(s) declaring modifications thereof recorded December 17, 2014 as Instrument No. 2014- 0556453 of Official Records. Document(s) declaring modifications thereof recorded November 17, 2017 as Instrument No. 2017- 0537851 of Official Records. 18. The terms and provisions contained in the document entitled "Agreement Regarding Annexation of Certain Real Property to Street Lighting and Landscape District No. 2 of the City of Carlsbad and Approval of the Levy of Assessments on Such Real Property" recorded March 16, 2005 as Instrument No. 2005-0216793 of Official Records. 19. Covenants, conditions, restrictions and easements in the document recorded March 30, 2005 as Instrument No. 2005-0258429 of Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any first mortgage or deed of trust made in good faith and for value, but deleting any covenant, condition, or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, sexual orientation, familial status, disability, handicap, national origin, genetic information, gender, gender identity, gender expression, source of income (as defined in California Government Code§ 12955(p)) or ancestry, to the extent such covenants, conditions or restrictions violation 42 U.S.C. § 3604(c) or California Government Code§ 12955. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. 20. The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded June 02, 2005 as Instrument No. 2005-0461222 of Official Records. 21. The terms and provisions contained in the document entitled "Declaration of Covenants, Conditions and Restrictions Regarding Buildings" recorded June 09, 2005 as Instrument No. 2005-0483802 of Official Records. First American Title Insurance Company Ord~mber: Pag~mber: 22. The terms and provisions contained in the document entitled "Declaration of Development Covenants, Conditions and Restrictions" recorded August 08, 2005 as Instrument No. 2005-0674048 of Official Records. 23. An unrecorded lease dated January 09, 2008, executed by Danielson DDS, LLC, a California limited liability company as lessor and Viasat, Inc., a Delaware corporation as lessee, as disclosed by a Memorandum of Lease recorded January 29, 2008 as Instrument No. 2008-0042701 of Official Records. Defects, liens, encumbrances or other matters affecting the leasehold estate, whether or not shown by the public records. 24. The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded April 08, 2008 as Instrument No. 2008-0184286 of Official Records. 25. The terms and provisions contained in the document entitled "Permanent Stormwater Quality Best Management Practice Maintenance Agreement" recorded May 12, 2008 as Instrument No. 2008- 0254597 of Official Records. 26. The terms and provisions contained in the document entitled "Encroachment Agreement" recorded May 20, 2008 as Instrument No. 2008-0271503 of Official Records. 27. An easement for water line and incidental purposes, recorded May 28, 2008 as Instrument No. 2008- 0287071 of Official Records. 28. A deed of trust to secure an original indebtedness of $7,750,000.00 recorded August 31, 2016 as Instrument No. 2016-0455981 of Official Records. A document entitled "First Priority Assignment of Leases and Rents" recorded August 31, 2016 as Instrument No. 2016-0455982 of Official Records, as additional security for the payment of the indebtedness secured by the deed of trust. 29. A deed of trust to secure an original indebtedness of $2,000,000.00 recorded August 31, 2016 as Instrument No. 2016-0455983 of Official Records. First American Title Insurance Company • ly Ord~mber: Pag,-,,{.Jmber: A document entitled "Second Priority Assignment of Leases and Rents" recorded August 31, 2016 as Instrument No. 2016-0455984 of Official Records, as additional security for the payment of the indebtedness secured by the deed of trust. 30. Water rights, claims or title to water, whether or not shown by the public records. 31. Additional matters, if any, following review by the Company's Waterways and Boundaries Underwriters. 32. Rights of parties in possession. First American Title Insurance Company .. Ord,Jimber: Page Number: INFORMATIONAL NOTES ALERT -CA Senate Bill 2 imposes an additional fee of $75 up to $225 at the time of recording on certain transactions effective January 1, 2018. Please contact your First American Title representative for more information on how this may affect your closing. 1. Taxes for proration purposes only for the fiscal year 2017-2018. (Portion of Community Facilities District included) 2. According to the latest available equalized assessment roll in the office of the county tax assessor, there is located on the land a(n) Commercial Structure known as 2530 Campbell Place, Carlsbad, CA. 3. According to the public records, there has been no conveyance of the land within a period of twenty- four months prior to the date of this report, except as follows: None 4. This preliminary report/commitment was prepared based upon an application for a policy of title insurance that identified land by street address or assessor's parcel number only. It is the responsibility of the applicant to determine whether the land referred to herein is in fact the land that is to be described in the policy or policies to be issued. 5. Should this report be used to facilitate your transaction, we must be provided with the following prior to the issuance of the policy: First American Title Insurance Company C. WITH RESPECT TO A FOREIGN LIMITED PARTNERSHIP: 1. 2. 3. Ord...-~mber: Pag~mber: First American Title Insurance Company Orde••···:~mber: Pag~mber: The map attached, if any, may or may not be a survey of the land depicted hereon. First American Title Insurance Company expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached. *****To obtain wire instructions for deposit of funds to your escrow file please contact your Escrow Officer.***** First American Title Insurance Company -' Ord~mber: '-. Pa~mber: LEGAL DESCRIPTION Real property in the City of Carlsbad, County of San Diego, State of California, described as follows: LOT 15 OF CARLSBAD TRACT CT 02-15 BRESSI RANCH, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 14960, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, FEBRUARY 4, 2005 AND AS CORRECTED BY CERTIFICATE OF CORRECTION RECORDED SEPTEMBER 30, 2005 AS INSTRUMENT/FILE NO. 2005- 850718, MARCH 1, 2007 AS INSTRUMENT/FILE NO. 2007-0140625, BOTH OF OFFICIAL RECORDS. APN: 213-261-06-00 First American Title Insurance Company C Or~umber: Pa~umber: The First American Corporation First American Title Company Privacy Policy We Are Committed to Safeguarding Customer Information In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our parent company, The First American Corporation, we have adopted this Privacy Policy to govern the use and handling of your personal information. Applicability This Privacy Policy governs our use of the information which you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values, a copy of which can be found on our website at www.firstam.com. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include: Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means; Information about your transactions with us, our affiliated companies, or others; and Information we receive from a consumer reporting agency. Use of Information We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies, and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies, or to other financial institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even if you are no longer our customer, our Privacy Policy will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. First American Title Insurance Company C Or~mber: Pa~umber: CLTA/ AL TA HOMEOWNER'S POLICY OF TITLE INSURANCE (D2-03-10) EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: (a) building; (d) improvements on the Land; (b) zoning; (e) land division; and (c) land use; (f) environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limitthe coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks: (a) that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; (b) that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; (c) that result in no loss to You; or (d) that first occur after the Policy Date -this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Title. 6. Lack of a right: (a) to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and (b) in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21. 7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors' rights laws. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. Your Deductible Amount Our Maximum Dollar Limit of Liability ALTA RESIDENTIAL TITLE INSURANCE POLICY (6-1-87) EXCLUSIONS In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees, and expenses resulting from: First American Title Insurance Company C Or~mber: Pa~umber: (c) that result in no loss to you (d) that first affect your title after the Policy Date --this does not limit the labor and material lien coverage in Item 8 of Covered ntle Risks 4. Failure to pay value for your title. 5. Lack of a right: (a) to any land outside the area specifically described and referred to in Item 3 of Schedule A OR (b) in streets, alleys, or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. 2006 ALTA LOAN POLICY (06·17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: EXCEPTIONS FROM COVERAGE First American Title Insurance Company C Orcl"·""\Umber: Pa~'umber: 6. Any lien or right to a lien for services, labor or material not shown by the public records. 2006 ALTA OWNER'S POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the tr EXCEPTIONS FROM COVERAGE First American Title Insurance Company C Or~umber: Pagir,,,c{umber: ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (07-26-10) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: First American Title Insurance Company