The URL can be used to link to this page

Home My WebLink AboutPUD 16-10; SEA OTTER PARCEL MAP;0 Development Services City of LAND USE REVIEW Planning Division lsbad Car APPLICATION 1635 Faraday Avenue P-1 (760) 602-4610 www.carlsbadca.gov APPLICATIONS APPLIED FOR:(CHECK BOXES) pevelooment Permits (FOR DEPT. USE ONLY)ottiskitive Permits (FOR DEPT. USE ONLY) O Coastal Development Permit 0 Minor 0 General Plan Amendment O Conditional Use Permit 0 Minor Extension 0 Local Coastal Program Amendment O Day Care (Large)0 Master Plan 0 Amendment O Environmental Impact Assessment 0 Specific Plan 0 Amendment O Habitat Management Permit 0 Minor 0 Zone Change O Hillside Development Permit 0 Minor 0 Zone Code Amendment O Nonconforming Construction Permit South Carlsbad Coastal Review Area Permits O Planned Development Permit 0 Minor 0 Review Permit 0 Residential 1J Non-Residential W17) (010 0 Administrative 0 Minor 0 Major O Planning Commission Determination O Reasonable Accommodation Wham Review Area Permits O Site Development Plan 0 Minor 0 Review Permit O Special Use Permit 0 Administrative 0 Minor 0 Major O Tentative Parcel Map (Minor Subdivision)/1/1((e()S O Tentative Tract Map (Major Subdivision) O Variance 0 Minor NOTE:A PROPOSED. PROJECT REQUIRING MULTIPLE APPLICATIONS MUST BE SUBMITTED PRIOR TO 3:30 P.M.A PROPOSED PROJECT REQUIRING ONLY ONE APPLICATION MUST BE SUBMITTED PRIOR TO 4:00 P.M. ASSESSOR PARCEL NO(S).:209-082-09 PROJECT NAME:Sea Otter Parcel Map BRIEF DESCRIPTION OF PROJECT:The project is to subdivide the parcel of land into three (3) lots: Building "A", Building "B", BRIEF LEGAL DESCRIPTION:Being the consolidation of Lots 26 and 27 of Carlsbad Tract No. 74-21, in the City of Carlsbad, Cc LOCATION OF PROJECT:5909 Sea Otter Place, Carlsbad, CA 92010 STREET ADDRESS ON THE:East SIDE OF Sea Otter Place (NORTH, SOUTH, EAST, WEST)(NAME OF STREET) BETWEEN Loker Avenue East AND El Fuerte (NAME OF STREET)(NAME OF STREET) P-1 Page 1 of 6 Revised 03/16 maw OWNER NAME (Print):CR Sea Otter, LLC APPLICANT NAME (Print):Debra Aitken MAIUNG ADDRESS:11990 San Vicente Blvd, Suite 200 MAILING ADDRESS: 401 West A Street, Suite 1810 CITY, STATE, ZIP:Los Angeles, CA 90049 CITY, STATE, ZIP:San Diego, cAe924-1-44.24 o/ TELEPHONE 310-806-9807 TELEPHONE:858-625-5216 EMAIL ADDRESS:mbenbassat©regentproperties.com EMAIL ADDRESS:debra.aitken@cushwake.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 IS APPLI PE 8//4 231 SIGNATURE D IGNATURE DATE APPLICANT'S REPRESENTATIVE (Print):Mary Base, Howes Weiler & Associates MAILING ADDRESS:2888 Loker Avenue East, Suite 217 CITY, STATE. ZIP:Carlsbad, CA 92010 TELEPHONE:760-929-2288 ext 209 EMAIL ADDRESS:MBilse@hwplanning.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 KNOWLEDGE. / SIGMA E DA 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. PROPERTY R SIGNATURE FOR CITY USE ONLY RECEIVED SEP 2 8 2016 CITY OF CARLSBAD DATERZWINARIMICIITAtINOWEivED RECEIVED BY: P-1 Page 2 of 6 Revised 03/16 Development Services4CityOfDISCLOSURE STATEMENT Planning Division Carlsbad P-1(A)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 Debra Aitken Corp/Part Cushman and Wakefield Title Project Manager Title Project Manager Address 401 West A Street, Ste 1810, San Diego, CA 92101 Address 401 West A Street, Ste 1810, San Diego, CA 92101 2.OWNER (Not the owner's agent) 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 Matthew Benbassat Corp/Part CR Sea Otter, LLC Title Executive Vice President Title Owner Address 11990 San Vicente Blvd, #200 Address 11990 San Vicente Blvd, #200 Los Angeles, CA 90049 Los Angeles, CA 90049 P-1(A)Page 1 of 2 Revised 07/10 0 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 Non Profit/Trust 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? Yes Er 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. Ri /4 .8124/6 Signature of owner/date Signature of applicant/date Matthew Benbassat Debra Aitken Print or type name of owner Print or type name of applicant 15.1-41-Z 4143'16 Si gnat re of owner/applicant's agent if applicable/date Mary Bilse, Howes Weiler & Associates Print or type name of owner/applicant's agent 'f6 P-1(A)Page 2 of 2 Revised 07/10 0 Co•City f PROJECT DESCRIPTION Development Services Planning Division Carlsbad P-1(B)1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov 1 PROJECT NAME:Sea Otter Subdivision APPLICANT NAME:Debra Aitken Please describe fully the proposed project by application type.Include any details necessary to adequately explain the scope and/or operation of the proposed project.You may also include any background information and supporting statements regarding the reasons for,or appropriateness of, the application.Use an addendum sheet if necessary. Description/Explanation: Please see attached. P-1(B)Page 1 of 1 Revised 07/10 PROJECT DESCRIPTION Regent CR Sea Otter,LLC Tentative Tract Map for Minor Subdivision The proposed project consists of a request for Tentative Tract Map for a Minor Subdivision and a Planned Development Permit (Minor) for Non Residential for the 14.32-acre project site located at 5909 Sea Otter Place in Carlsbad, CA, APN 209-082-09. The applicant proposes to divide the parcel into 3 lots consisting of Building A, Building B,and the remaining portions of the lot.The subject property has a General Plan designation of Planned Industrial (PI) and is zoned Planned Industrial (PM). The site is currently developed with an industrial building and parking lots. The building is currently vacant.The total number of parking spaces provided on the site includes 746 parking spaces with 312 in the west parking lot (185 regular and 127 compact), and 434 in the east parking lot (346 regular and 88 compact). The properties surrounding the project site include open space to the north and west,and developed industrial to the south and southeast. The adjacent industrial land uses include existing 2 story buildings and parking lots. Previously,CR Sea Otter,LLC submitted and received approval for a Site Development Plan (SDP 16-01) on April 19, 2016 as well as development and landscape plans for the western portion of the property. The retaining wall adjacent to the eastern parking lot was approved on September 1,2016 (PD15-04 and Drawing No. 489-7A).Currently,Regent CR Sea Otter,LLC is processing revisions to the eastern parking lot. Photos of the Project Site and surrounding uses are provided below: View of Sea Otter Site from Aerial • • 110110 • kOte::• j0.01110 ‘•' View From Driveway Looking East ' -- •'4 • ft;#ff _47 -441S 41- View From East Corner of Parking Lot Looking West View Looking South From Faraday El =ES - 000041s9moviet - • _- 4111111101041"1"11"1"*"111""6" View From Driveway Looking South Onto Sea Otter Place 411,-• 41'"ker -••t ,- C 0 HAZARDOUS WASTEdr—Development Services V City of AND SUBSTANCES Planning Division Carlsbad STATEMENT 1635 Faraday Avenue (760) 602-4610P-1(C)www.carlsbadca.gov i Consultation of Lists of Sites Related to Hazardous Wastes (Certification of Compliance with Government Code Section 65962.5) Pursuant to State of California Government Code Section 65962.5,I have consulted the Hazardous Waste and Substances Sites List compiled by the California Environmental Protection Agency and hereby certify that (check one): ED The development project and any alternatives proposed in this application are not, contained on the lists compiled pursuant to Section 65962.5 of the State Government Code. 0 The development project and any alternatives proposed in this application are contained on the lists compiled pursuant to Section 65962.5 of the State Government Code. APPLICANT PROPERTY OWNER Name:Debra Aitken Name:CR Sea Otter LLC Address:401 West A Street, Suite 1810 Address: 11990 San Vicerrhe Blvd, # 200 San Diego, CA 92101 Los Angeles, CA 90049 Phone Number:858-625-5216 Phone Number:310-806-9807 Address of Site:5909 Sea Otter Drive, Carlsbad, CA 92010 1 1 Local Agency (City and County):Carlsbad, Assessor's book, page, and parcel number:20 08 -0 Specify list(s):NA Regulatory Identification Number:NA 9S-an2Die9go County ., Date of List:NA ila 3//(0.thel pplicant Signature/Date Property Owner Signature/Date The Hazardous Waste and Substances Sites List (Cortese List)is used by the State,local agencies and developers to comply with the California Environmental Quality Act requirements in providing information about the location of hazardous materials release sites. P-1(C)Page 1 of 2 Revised 02/13 TIME LIMITS ON Development Services CC'ity of DISCRETIONARY Planning Division Carlsbad PROJECTS 1635 Faraday Avenue (760) 602-4610P-1(E)www.carlsbadca.gov PLEASE NOTE: Time limits on the processing of discretionary projects established by state law do not start until a project application is deemed complete by the City.The City has 30 calendar days from the date of application submittal to determine whether an application is complete or incomplete.Within 30 days of submittal of this application you will receive a letter stating whether this application is complete or incomplete.If it is incomplete, the letter will state what is needed to make this application complete. When the application is complete, the processing period will start upon the date of the completion letter. If you have any questions regarding application submittal requirements (i.e.,clarification regarding a specific requirement or whether all requirements are necessary for your particular application) please call (760) 602-4610. Applicant Sig nature:1(434.4441 ---•PU41-rk-4.--; Staff Signature: Date:Si 2-3/A4' To be stapled with receipt to the application is P-1(E)Page 1 of 1 Revised 07/10 C TENTATIVE PARCEL MAP Development Services City of WAIVER OF PROCESSING Planning Division Carlsbad TIME LIMITS 1635 Faraday Avenue 760-602-4610P-1(F)www.carlsbadca.gov Proposed Minor Subdivision No.:Mc)(6-0 Subdivision Map Act (SMA)Section 66452.1 sets a 50-day time limit for the Planning Division to process tentative parcel maps.Per SMA Section 66451.1, this time limit may be extended by mutual consent of the applicant and the city to allow for concurrent processing of related approvals or an environmental review of the project. By accepting applications for tentative parcel maps concurrently with applications for other approvals that are prerequisites to the map (e.g.,Environmental Information Form, Environmental Impact Report, Condominium Permit, Planned Unit Development), the 50-day time limit is often exceeded.For the city to process a tentative parcel map application concurrently,the property owner or applicant must sign this agreement.If this agreement is not signed, the city will accept the tentative parcel map application only after all prerequisites to the map have been processed and approved. The undersigned acknowledges the processing time required by the city is expected to exceed the 50-day time restriction and hereby waives such time restriction for city planner action. PAeies frick-dr:/./f>/2..gfik.g Siner is check one}: OProperty Owner applicant Signature Print Name Date Si r is (check one): •He14441"./eeALokt I IS ea"Property Owner []Applicant Signature Print Name Date P-1(F)Rev. 04/13 ENVIRONMENTAL INFORMATION FORM (To be Completed by Applicant) Date Filed:9 taqbe (To be completed by City) Application Number(s):pm') /(-107/Iic /ke' General Information 1.Name of project:Sea Otter Subdivision Map 2.Name of developer or project sponsor:Regent CR Sea Otter, LLC Address:11990 San Vicente Blvd, Suite 200 City, State, Zip Code:Los Angeles, CA 90049 Phone Number:310-806-9807 3.Name of person to be contacted concerning this project:Mary Bilse, Howes Weiler & Associates Address:2888 Loker Avenue East, Suite 217 City, State, Zip Code:Carlsbad, CA 92010 Phone Number:760-929-2288 ext 209 4.Address of Project:5909 Sea Otter Place, Carlsbad, CA 92010 Assessor's Parcel Number:209-082-09 5.List and describe any other related permits and other public approvals required for this project, including those required by city, regional, state and federal agencies: NA 6.Existing General Plan Land Use Designation:PI 7.Existing zoning district:PM 8.Existing land use(s):Vacant Building 9.Proposed use of site (Project for which this form is filed):Industrial, Office, R&D Project Description 10.Site size:14.35 acres 220,736SF (A=90,876SF; B=129,860SF11.Proposed Building square footage: 12:Number of floors of construction:1 13.Amount of off-street parking provided:748 14.Associated projects:NA P-1(D)Page 2 of 4 Revised 07/10 0 15.If residential, include the number of units and schedule of unit sizes:NA 16.If commercial, indicate the type, whether neighborhood, city or regionally oriented, square footage of sales area, and loading facilities: NA 17.If industrial, indicate type, estimated employment per shift, and loading facilities: Unknown at this time. 18.If institutional, indicate the major function, estimated employment per shift, estimated occupancy, loading facilities, and community benefits to be derived from the project: NA 19.If the project involves a variance, conditional use or rezoning applications, state this and indicate clearly why the application is required: NA P-1(D)Page 3 of 4 Revised 07/10 Are the following items applicable to the project or its effects?Discuss all items checked yes (attach additional sheets as necessary). Yes No 20.Change in existing features of any bays, tidelands, beaches, or hills, or substantial El alteration of ground contours. 21.Change in scenic views or vistas from existing residential areas or public lands or 0 roads. 22.Change in pattern, scale or character of general area of project.0 23.Significant amounts of solid waste or litter. 24.Change in dust, ash, smoke, fumes or odors in vicinity.0 25.Change in ocean,bay,lake,stream or ground water quality or quantity,or 0 0 alteration of existing drainage patterns. 26.Substantial change in existing noise or vibration levels in the vicinity.0 27.Site on filled land or on slope of 10 percent or more. 28.Use of disposal of potentially hazardous materials,such as toxic substances,0 flammables or explosives. 29.Substantial change in demand for municipal services (police, fire, water, sewage,0etc.). 30.Substantially increase fossil fuel consumption (electricity, oil, natural gas, etc.).0 31.Relationship to a larger project or series of projects.0 Environmental Setting Attach sheets that include a response to the following questions: 32.Describe the project site as it exists before the project, including information on topography, soil stability, plants and animals, and any cultural, historical or scenic aspects.Describe any existing structures on the site, and the use of the structures.Attach photographs of the site.Snapshots or Polaroid photos will be accepted. 33.Describe the surrounding properties,including information on plants and animals and any cultural, historical or scenic aspects.Indicate the type of land use (residential, commercial, etc.), intensity of land use (one-family, apartment houses, shops, department stores, etc.), and scale of development (height,frontage,set-back,rear yard,etc.).Attach photographs of the vicinity. Snapshots or polaroid photos will be accepted. Certification I hereby certify that the statements furnished above and in the attached exhibits present the data and information required for this initial evaluation to the best of my ability, and that the facts, statements, and information presented are true and correct to the best of my knowledge and belief. Date:9121Ptit Signature(:71/64 For:Debra Aitken, Cushman & Wakefield P-1(D)Page 4 of 4 Revised 07/10 0 EIA INFORMATION FORM Environmental Setting 32.Describe the project site as it exists before the project,including information on topography,soil stability,plants and animals, and any cultural, historical or scenic aspects.Describe any existing structures on the site, and the use of the structures. Attach photographs of the site.Snapshots or Polaroid photos will be accepted. The project site is located at 5909 Sea Otter Place in Carlsbad,CA, APN 209-082-09.The property has a General Plan designation of Planned Industrial (PI) and is zoned Planned Industrial (PM).The site is currently developed with an industrial building and parking lots.The building is currently vacant. 33.Describe the surrounding properties, including information on plants and animals and any cultural, historical or scenic aspects.Indicate the type of land use (residential, commercial, etc.), and scale of development (height, frontage, set-back, rear yard, etc.). Attach photographs of the vicinity.Snapshots or polaroid photos will be accepted. Existing land uses surrounding the project site consist of open space to the north and west, and developed industrial to the south and southeast.The adjacent industrial land uses include existing two-story buildings and parking lots.Please see photographs in the project description of the project site and surrounding uses. —- Order Number:NCS-804527-SD Page Number:1 s Ameit 1 c. 101h1,.. First American Title Company National Commercial Services 4380 La Jolla Village Drive, Suite 110 San Diego, CA 92122 July 22, 2016 Sue Park Regent Properties 11990 San Vicente Boulevard,Suite 200 Los Angeles, CA 90049-6608 Phone: (310)806-9804 Fax: (310)806-9801 Customer Reference:5909 Sea Otter Title Officer:Vince Tocco/ Linda Slavik Phone:(858)410-3886 Fax No.:(877)461-2094 E-Mail:vtocco@firstam.com Buyer: Property:5909 Sea Otter Place, 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 clause. When the AmountofInsurance is less than that set forth in the arbitration dause,allarbitrable matters shall be arbitratedat the option ofeither the Companyor the Insured as the exclusive remedy ofthe 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. Please read the exceptions shown or referred to below and the exceptions and exdusions 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. First American Title Insurance Company Order Number:NCS-804527-SD Page Number: 2 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 Amencan Tide Insurance Company Order Number:NCS-804527-SD Page Number: 3 Dated as of July 18, 2016 at 7:30 A.M. The form of Policy of title insurance contemplated by this report is: ALTA Standard Owner Policy 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: CR Sea Otter, LLC, a Delaware 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 2016-2017, a lien not yet due or payable. 2.The lien of supplemental taxes,if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. 3.The terms and provisions contained in the document entitled "Hold Harmless Agreement - Drainage" recorded March 29, 1982 as Instrument No. 82-083817 of Official Records. 4.An easement shown or dedicated on the map filed or recorded April 13, 1982 as Map No.10372 of Tract Map For:Offsite drainage and incidental purposes. (Affects Lot 26) 5.Covenants, conditions, restrictions, easements, assessments, liens, charges, terms and provisions in the document recorded August 24, 1988 as Instrument No. 88-422107 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. First American Title Insurance Company Order Number:NCS-804527-SD Page Number:4 6. An easement for landscape and drainage maintenance, entry monument and wall maintenance, and erosion control and incidental purposes, recorded February 14, 1989 as Instrument No. 89-077101 of Official Records. In Favor of:Carlsbad Oaks East Business Park Association, a California nonprofit mutual benefit corporationAffects:as described therein Document re-recorded March 28, 1989 as Instrument No. 89-157006 of Official Records . 7. An easement for the construction, operation, repair, reconstruction and all activities reasonably necessary to construct, reconstruct, operate, maintain and repair facilities designed for thegeneral purpose of collecting, storing, transporting, pumping and treating all water, including surface water, stream water, flood water, and ground water flowing into said facilities, and all natural and artificial drainage ditches and structures of any kind, whether above or below thesurfaceof the ground. Said fadlity may include pipelines, pumping facilities, structures designed to control the flow of water and all facilities and structures associated with said use which are designed to facilitate the use and protect the facility from natural and other forms of damage induding, but limited to, erosion control facilities, fences, gates, doors, locking devices, alarms, lights, and all other protective fadlities and devices and inddental purposes, recorded July 03,1991 as Instrument No. 91-0327821 of Official Records. In Favor of:Carlsbad Municipal Water District,a public agencyAffects:as described therein 8.A Deed of Trust to secure an original indebtedness of $20,491,540.00 recorded May 6,2014 as Instrument No. 2014-0183842 of Official Records. Dated:May 6, 2014 Trustor:CR Sea Otter, LLC, a Delaware limited liability companyTrustee:First American Title Insurance CompanyBeneficiary:California Bank & Trust,a California banking corporation A document recorded April 25, 2016 as Instrument No. 2016-0191597, of Official Records provides that the Deed of Trust/Mortgage or the obligation secured thereby has beenmodified. 9.The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded June 14, 2016 as Instrument No. 2016-0291850 of Official Records. 10.Rights of parties in possession. firstAmerican Title Insurance Company Order Number:NCS-804527-SD Page Number:5 •INFORMATIONAL NOTES 1.Taxes for proration purposes only for the fiscal year 2015-2016. First Installment:$87,736.01, PAID Second Installment:$87,736.01, PAID Tax Rate Area:09013 APN:209-082-09-00 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 5909 Sea Otter 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: 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 Title Insurance Company a Order Number:NCS-804527-SD Page Number: 6 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; 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: firstAmerican Title Insurance Company Order Number:NCS-804527-SD Page Number: 7 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 offunds to your escrow file please contact your Escrow Officer.***** First American 77t/e Insurance Company Order Number:NCS-804527-SD Page Number: 8 LEGAL DESCRIPTION Real property in the City of Carlsbad, County of San Diego, State of California, described as follows: BEING THE CONSOLIDATION OF LOTS 26 AND 27 OF CARLSBAD TRACT NO. 74-21, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO.10372 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON APRIL 13, 1982, MORE PARTICULARLY DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 26; THENCE NORTHERLY ALONG THE WESTERLY LINE OF LOT 26 NORTH 02°47 21. EAST, 840.55 FEET; THENCE CONTINUING AROUND THE PERIMETER OF LOTS 26 AND 27 NORTH 42° 09' 19. EAST, 113.98 FEET; THENCE NORTH 87° 41' 58" EAST, 697.56 FEET; THENCE SOUTH 67° 33' 59" EAST, 378.66 FEET; THENCE SOUTH 57° 03' 48" EAST, 81.00 FEET TO THE MOST EASTERLY CORNER OF LOT 27; THENCE ALONG THE SOUTHEASTERLY LINE OF LOT 27 SOUTH 58° 13' 12. WEST, 781.08 FEET TO A POINT ON A 60° RADIUS CURVE CONCAVE SOUTHEASTERLY, SAID POINT BEING ON THE NORTHEASTERLY RIGHT-OF-WAY OF SEA OTTER PLACE, A CUL-DE-SAC, AS SHOWN ON MAP NO.10372, A RADIAL TO SAID POINT BEARS NORTH 58° 13' 12" EAST; THENCE NORTHWESTERLY, WESTERLY AND SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 180° 00' 00. A DISTANCE OF 188.50 FEET; THENCE LEAVING SAID CURVE SOUTH 58° 13' 12. WEST 548.65 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM ALL MINERAL RIGHTS MORE THAN 500 FEET BELOW THE SURFACE OF SAID LAND, BUT WITHOUT RIGHT OF SURFACE AND SUBSURFACE ENTRY FROM THE SURFACE TO A DEPTH OF 500 FEET BELOW THE SURFACE, AS RESERVED IN DEED RECORDED SEPTEMBER 12,1990 AS FILE NO. 90-498107 OF OFFICIAL RECORDS. APN:209-082-09-00 First American Title Insurance Company Order Number:NCS-804527-SD Page Number: 9 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 Me Insurance Company esi • Order Number:NCS-804527-SD Page Number: 10 CLTA/ALTA HOMEOWNER'S POUCY 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 ofthose 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 Exclusiondoes 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.Ladc of a right: (a) to any land outside the area specifically described and iefei red 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, stateinsolvency, 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 21Your Deductible Amount and Our Maximum Dollar Umit of Liability shown in Schedule A. Your Deductible Amount Our Maximum DollarJjmit of LiabilityCovered Risk 16:1%of Policy Amount or $2,500.00 (whichever is less)$10,000.00 Covered Risk 18: 1% of Policy Amount or $5,000.00 (whichever is less)$25,000.00Covered Risk 19:1%ofPolicy Amount or $5,000.00 (whichever is less)$25,000.00 Covered Risk 21: 1% of Policy Amount or $2,500.00 (whichever is less)$5,000.00 ALTA RESIDENTIAL TITLE INSURANCE POUCY (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 zoningordinances 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 ofCovered 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 ifyou bought the land without knowing of the taking First American Title Insurance Company Order Number:NCS-804527-SD Page Number: 11 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 (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: 1.a. Any law, ordinance, permit, or governmental regulation (induding 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 Exdusion 1(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 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 Claimant prior to the date the Insured aaimant became an Insured under this policy; c. resulting in no loss or damage to the Insured aaimant; 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 11(b). The above policy form may be issued to afford either Standard Coverage or Extended Coverage.In addition to the above Exdusions 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: First American Title Insurance Company Order Number:NCS-804527-SD Page Number: 12 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 realproperty or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of suchproceedings, whether or not shown by the records of such agency or by the Public Records.2.My facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land orthat may be asserted by persons in possession of the Land.3.Easements, liens or encumbrances, or (*rims thereof, not shown by the Public Records. 4.My encroachment, encumbrance, violation, variation, or adverse circumstance affecting the The that would be disclosed by an accurateand 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, daimsor title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records.6.My 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 ofthis policy, and the Company will not pay loss or da fees,or expenses that arise by reason of:mage, costs, attorneys' 1. a. Any law, ordinance, permit, or governmental regulation (induding 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 Exdusion 1(a) does not modify orlimit the coverage provided under Covered Risk 5. b.Any governmental police power. This Exdusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.2.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 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 disdosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under thisPolicy; 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 CoveredRisk 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 applicabledoing-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 bythe 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 transactioncreating 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.My lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching betweenDateofPolicy and the date of recording of the Insured Mortgage in the Public Records.This Exclusion does not modify or limit thecoverage provided under Covered Risk 11(b). The above policy forth 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: First Ametican Title Insurance Company Order Number:NCS-804527-SD Page Number: 13 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.My facts, rights, interests, or daims 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, daims 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. 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 Exdusion 1(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 1(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 Claimant prior to the date the Insured aaimant became an Insured under this policy; c.resulting in no loss or damage to the Insured aaimant; 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 ofPolicy. 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. firstAmerican Tide Insurance Company r...z14.raut...2006 .82-083617J 1..WI.Ile 527:121)4!nib 1 • . .. -Latigleglit..; • CITY OP CAR1200LSBAD iElia Avenue '• ,Carlsbad.California.92008 )..•081 OR 29 0110 03.•.., space &bogs 1240 liall ze4lia0446 WOW Documentary ^wafer $So fee 1 J• •.•sign storaininp x-firm nano • .City of Carlsbad . 'parcel so.20I-05-03..•.••,,• '• ROTA HARMLESS AOBEEME82 .DRAIOACIE ...i'.i.In consideration of the City's approval...of a-drainage plan . .! (Plan no.210-.SA .)and/or inprovemont plans .1, (Plan Ho.218-8 )forAovelopmont to occur on Properteortkiodioribtd as Carlsbad Tract 4#74.01 -I.• 044202*05..0 ).t (uo)1111.elneuratmn!mvil'oontOo.thvio41.A.Mo.400 ..,. the owner(*)of said property promise toltglatscify and to hold the City of Cirlibad and any of its species or enOloyses harmless frOm ' liability for injuries to persons.or dame to or taking of property. directly or indirectly courted by the diversion of -mmtors.the •.• alteration of the normal flow ad surface waters or drainage.or t1ub • concentration of sUrfactinaters or drainage from theirsinage system 1 .i .-_or other improvements identified in the approved plans;or by the • .1 i design,'construction or maintenance of the drainage system ot other .. limprovements identified in Wit Approved plans.._, 1 .Approval.of the plans b the City shalt not constitute an—assumption by the City of any'rosponsibility for such damage or 1.4 .. •.' ....._,,—'_......_..—..Z.0 t.t I '•00 2'.• 1 . to .e .-00 ks 1,,.. ..-..1N.:....._._.-...I ..1.0"..I.1 . 1......,c............•,-_,,rf:.:,c.- .1.-:::„.....,..v.:.• .i. - ..zrYr; I I •-•. • ..*:••• as 4 :.•'. • . .... -..4...4.;..:.7...T.T.1.4...4.....:r.•404.74..st..-.=.444 mu....-.................:.............. .•. •.1•'....2 -i .2007 .4 eking.City shall not be an insurer 'or surety far the design or iA construction of the improvements pursuant to the approved plans.nor 4 shall any officer or employee thereof be liable or responsible for any ''I 777- accident,loss or damage happening or wearing during the construction work or improvements as specified in this agreement.•4 1... .It is further agreed that the above.owner(s)will maintain -4',"Iall drainage systems to insure a free flow to a satisfactory point of discharge unless said :vitas*are accepted as public facilities. 1 I It is further agreed that this agreement .hall be binding on 1 .all heirs.successors or assigns having.an interest in all or any parti i .of the property described herein.•• t 1 IN WITNESS WHEREOF.the undersigned has executed this • 4 .• instrument this 15th day of mhaqu •.•..19 82 . .. .. OWNER(S):• .••TITLE INSURANCE and TRUST • .Under Holding ... )P 707 .4t No 409 •_• .•''':AVIPIP'''..' . . ,."...- .••V.•;esid:u.'...i 1 . ..•da2F16401J 4.321111r).%2MR.i ..•William").Seer*.Jr.assistant -socetary 10 1•01 eh 01.11..1 02.1111ad010 1112.10P".j.SWATSOFCALIFOMO 1 . i .OF OAS OTOCO March 1S.1082 ij•;t am.prortrircVice pi.Jr__=064.Se Valkin#414w47111117 Fa: i mid fixodd . it ••1---moswea erm.Jr.:1•NormsemisSuk........—Ailtianktosoott•i el Op s000noiss en onoissi IN dal losomos,'IbumsSOay to Int do woo who onoOd Os oak•i biontslootabib*of do oxpeoldotOw* mod.sod COOdddEAL•its ow do .6 srepoodels eased fis id 7 CUSE E•WOW1•••••• •'•I :Mk trotMOM40.kg brimsor o sooladosOfSIOSKwil.01FOld Z 1 1\-r. : V WOWMOodirdoodoOdOmd.iddibY*Comisles Elpiks AvantS.1113 "0 .mss 0 (...6/...t 00 , 1 :::ile i'co .1 Morogro 1.nib wrist alaimodel 0101 -.1 ..• 11-1 rii IA ... .•- ...•, .,,...... ,... 4 1 14 .•, 1 • 1 Lisi.•••.• 7."...-7 '-• i :..!'.. 'if .--..--..?;,444 '`.;••-:: - i'.;#i .. 0 ,,1i ' E t..1 N.. • litnnurrP Nomr10372sinirreCARLSBADTRACTNO.74 -21 ..APWS 10.128FOES..........Varellirdigin-11 try •!_C.-,•-ram ...1449.WOO&iral#212..To.113 ZVanAMMAN Mail gWM 11145.1111ift 1E"0:l&-1'......t....i-3:---miiiitc-3.,,, .•-,•••,,'.,.Ant i.._.•4 •..-fa ....I..s...--....._mom.ammoor.mu o.onox romamoor ma tie..serm T.. --0 lo -W..''4"---.'nE 100111111 or sa CONTV cc SIN OWN.Mall of ME IV=IL ;__.--.i.-II:..-1..'`..'n SEiwm.11.vio4_......,xECM12:-4.ill';'"g --' .,..ipk. -ti mwoe---at,rtalq3-.....7..-..ve......ra.u..--atiir1........._.„.............WOW IT al '-' ,1ri -.'''' yY '".--1rk .---MOW AND OCTOWN IS.040 AS MIAOW NO WNW.WONMUMIf-Tin14 .-it TO ow ma 404 41.044010-MOODS 40 WIN OWN MIMI .,.e..r51,-..-.........wormmagrfea -..:Ar ••IMO Milt iirffrore PM.or MEI-FAWN •001 Tai n snow ow AO •fat,TITLE we SOD SIONOWN NI NOT 1111001110 Or .Mifirilifinifir ENEF...forigAsizji;:'141.- i''-• -.T '-"'liar =nrilia. 1 a is •Tip Wgs.MIMS "gfintligt4 .IF".,...r -.„„111xvi A SWIM 4.0'....4.it:3...---*-7...oa 1R 7 .'-1-.1 ...r ....1 -r-I '1 .-v Ir ;•,,Tut.,1-i.1 -- =.4. ---.; -: 'It- .1....'-'':-'mt.wmor.a INIPAOS XT W INNI 110....e....10 .war....4410 a..mins 4I.7.111 NW. 1 agnr. ..'D'a i --- -..M I :.......:I%11.-4 '1 llt#L...."WD ..-4,, .RI ''.1.4: -..."11).7_Ili_-.. lr ---1 --'---r-.-— '.'•...-.1.1- 1... ""'"' ares.".:ta -f r'-41":-'11--.--t-711" '." --4.1 --.1E--1,-,1-14L7'4-.,1AC----Zrie..—_,Iff .IL,-'--li I-•A't 44-z-•a..-2-hit reo.irsEedlakialfilltetaMea.WI ITWEL WIWICT,_41111_1_111Ch KW illIINIATINA Pt -r ;T ...clIgramila W NTINT SITFNE wow ...W N W town illAZVMS WanWIVE IMIZintwa" -43aaa%almarala.frAlla.gif laIrlale41---iseit jiggez.1Aux Iiii.wurimjalrestasm It.itzlleWITI-1WINWIN&-%NO Of 1E WI .1110 irivi ON sesrag ANON®!TOWWIINISJOLIAT or ....-r..was.NEM..lin IT kIll a Tar T NW .lealma..a.ohariaikestrogr''air coa=Mam ItTiew.......‘„%m!rampEwowma&wilmIt ArlicAprZWZILIVIREENP L.....Tn - 1Iliil Williiiiiiiairkiit'Wouo. Litz=soralaoupe - .....lii-ii..MoilisaMao STIC14...'...on au;404.42 INN Ela ris IT W _OTTO ._. MIS OP=*IL IIIIIT NEOEMTO SU 11141111111FINDMOS. ,....,:.'.h.r .._. _..4 --_memo=NO Mit CO M. Inn MOMMEWEN, as wilkifiz aat4-.0.'-'2 4 i':A0-11,Alr;N-agattiattedtdetto NNW 711447•11101 IS...1,14, Ms ...WOONGT:.........i.. _.1_1..... s I.„,.)1....if:WOW me-rootoes FOR otvennosor OF Ti WM=nuaorn.omen Y:--r-r _•...--....•riot loalaeourneerryDINNININOCTINNWSTEATInift•o•aunits ___.1t :tit'--"_S ....1",ono butt if ME ME OF APILIC031011 fat NNW •'.i,-..1 M_SC .•-..--•II-- -.8 milkillIT 111=OF IIIS COMIT OF an Inno.MOWS AO SILL MINER TO SE OW i IIIIIIICEFIR noTWEE-ggTIES allnikolt07.4,044iinairant1=121.4.11Jr .6Eorimmooneforalr ATT.EnaLconot Ctrs uxs vi..t ion mar.nii111Murn c.Airin MSarraIELMITVIRTASESWe"" %sea.me.L L"IN .•.."......-r .0„e4"'IMAM orovormoror Cann IREINTI Loi..trintILULitrz...lgaiSIEThigehtdr)rcsaio-CO I proarroXibd—. '...m.s.n..r•urrr.w..............k.,........0....................r........1 I MAP NO.10372 MEW SHIMSCARLSBADTRACTNO.74 -21 ran ss.slw>JYOF IwoMR HIUV REDWAT101 WE IAN WOO PAS.ESICIFOCUMW NUMME.VE COWS ;tar Niuelours NM RE GOOVICIE0 soeraff_vera X01}. simida •tela lerruari 13681371sizractro.r.Ft Fe sea. Tao •.swum at 111 sWilSCIPIALanhint&TAgiLn Iirerr fawns Ike oF afaki INS (F oF.,cani*: ogieim 1UNNIETWOR SAID0611rSi=RESIntralCemouroLMEV.VIE SEE MO.ORMUNRO Mt TNEONVIVICOIFIV-SAM=MEVNeglitrm.asts 1NENWAF111&&=313. Ni.ANZ Worgur yro Coirimstomv IMOVIIIRTIBM*"°EZZIArscoTrioNDIRIMMATtolik"outs. Lair MRNEW=WWI a NOM INURE OR INPIKARV VMS 02-MOYALLASArrayamOTEIVAraert CORIFIatralltIIRVirir n it DEORMI (IF.M5 ENCIFr NSBMW WV WANK ARO ...10ff WAX NOTMIR111WOFOM'S PRIG mumNOS. NISVRRrat 3A+1101LORIA. MIMIC UM1SIOIEW EelslifORRAVROVV3A 1111S—E--DAT OF AMMN MSS/i/GECIIIIC WNW.A OV CIIIRVATION 1.V 41011/111 W.NAV= ._.•• AIM 1111LS MAWR milkffIL119 Wag • woo ANNIANARRING sestriumwowVROSNOVVOZHICI --.=•"="vmorook"."'evuRXmola ommurommamoromommeminonmommonmar Aramasousoinnommonamastommoni ... ........ MAP NO.10372 „.....,...., I 0478 S.°F.S.CARLSBAD TRACT N . 714 -21 1441681illigroF 3 or 6 maim= Alf a *Oil Sinr-----_-----_______45.C ftwvir "%up RHO AGUA HEDIONDA R::8 ME LIME 3117:04a.""' ""11-'--re =_=_==-..._--TipiiP---=Ja-.----Ifttor -.3.,-,so Do /7"...EL I %----1--VM1 jECEND--__.~MN 1 I 1<px °oraidgravara INDM SWIM 9.,S. 1 ..=Si76-.5ir I _.......''..1 I g •4 I G •MOM111041117 OW141101411161 S.719! I I I wiraciwre 1 [•ru..m....NIP ""Naa "LS NaremsismWU UN NOM Lai-B AVIAM--..44±1._3 011 A MA%1.Iftw.P114 111111 DISCAM 4..S. )1' I I R.OF 5.517 •••propriorlemertilb i LOT" 9 Alf 4111101. 4110187 83 SAS r4 • .1 ) 1 1 atillV glar 1./P IAA -110 111201M11.01$ 11=Mir NU PO It.IF &4104.UM MUMS ECM 1104 Pat S.!s.MU AMU Autlelnarli• ram UM 112211101101111NO 1 1 Orli it ei 1.1 /i _...12 7 •WRVS iiisilnie"'''' ""i'mi11-0---- 13 1E3 a)NMI=MOM70 WILLS MT MIMI 4 1 141 2 SCALE 47 Pi•v1.,.:.41-1.4...34:71r,-;4 - is 'I i i 1 e 1c u'Lari 153 ',.-Ai- ak. -I._1::.;...f.1114.1.. -it 1 -1: 1 11 if A I IIotigagorj, 114,1 ci cc -NIES=X.=:- 1 rp'7.•C --- iiiiiVApp .!' 4.110t)29 ': ,I 1.11171.11111111OF is 311. 1i Elli 2°;,10 0 2.OM If OF II 1.I.MOW UN WM IS 74. 4.111114 MIRWIWI 1114141$101MUM 15ULM KM.P7Wtti ' ....- 1 I.Wei '1 Ar ‘70446 11Abpi.32 -Cfr2 /1IIROW*C ...VON-4 I/er- 149 ,,( -------=-.-z7--^.--.„ 41111110%. '-:-,"'•J11suriAiscamtr' /PM 1188 **'*t*.-Amm.......r... LOT 1 4,7 ,h.... ..R.OF S.5456 3,Alintlr;'-'4..-----'_,„PM 1783 BMW Oft:MOWN .3.IAAV'LOT A RHO im.."•GUA mg..'HEDIONDA f 1.77.49'. Amt4e ..(.21I 1 PROCEDURE OF SURVEY 6 INDEX MAP ....-MAPeNM MC rarmmow4111111120077 .. ..• laiturriEM11410.4.11114.7............=.4..........4 PDX SMIAIRIP --aft MOW08811.32 AM r •.1 171707711771191A.IP .144777 4. Minn 10372 CARLSBAD TRACT NO.74 -21 01131011T 4 OP 6 mums -tszr -Zrz...,,---$:07.4;cw-• RHO AGUA HEDJONDA LOT B 5 6 4-Itrahrtue•tleVir.ii taatUr • ) neeefforar R.OE S. .y,.Sr/ Warrtifir:Thifil crairettri=v.f isaftrOW9V MAC .SAVV. .0.111V --14.47Z4VIV 1 I Aloranwir -emsalarortA..... 142"rat - 0 - 4 —eaggrari_ 9)_...-- ...---rill lEraCt.\'''\10 a)-- \\,,,- *OA V - 12 / 'TI,Zir"'. / ^P'g ...3 .-..-.--.00AsosZiairs ti. :ass wawa ir .. saieramenr ast/II 40 111.4titt..~we CD-as .:1.014r- eset=4924.Y.--_Amon 4.2may'"1--9 -flw ----- raw.fistvesew Ado.f3 ----LIV V4Plef MAK ".A.AVAIL •zr CDto-AVr 711 mike \N-MOT 7V $0412VW Dear.W.........._..._iz.o1/4 4501,f,,litt.,....„N N..ANS SOW---rs - ...nimlip ......„4,, Oh....11.4. 4.9111r .;.'..".".1:':'''',..',IC' --trartirrieirrivr„,mowe0~Hee I I ' 41111/4), - i '11 .14.A.y.,...- •;:,, ,„20 ... - '7..‘4.41.00 ---- treemirateawer5;ThatilAaret?CIONAassayer.? &WOW I .-_........ megrartsae .1 int '--sow emersme ii11..-::'.-...- A11111..M.'.I.XeME%ISM,1 ..:'•20 i 1 5" 4 -i.i.N.-.oats 11 -•;:';‘V IN1116:111 -.----EVIVAIVIT sonny.0) _____--....•„._.......4t.:4wsotat ei \- ik ..4.1011tV Ilk..---•c-.::-•':*:I.11tS Add 014i •_liareetiesee ame t:111 -;:•ZAII1 -1111 41.,,,=,,,weer0 II i 2 i ..,,ttie res..t- .1..,$i . --4 4-4‘41' 11\407.4Creif 40( --* `!.fr I 41.4Warreaa170.10r.4.16514VArri n.7".'IF„, -.'. 11 .-..=.1 .0', 11A: .A --.*44%. frill." 4.40~4VrAri.Siewr 1 Aar'ACM! ip.4.01100' 4.POrL•1112.07' 4.-Nrirtferr Ar•..,..•V......di„...:,-,ranie "go. z.rm.Vie 101415.*Atm'.44.1 .r 4,,,,......_,.........,......,-m At o.. V0 i' :.24 (flIMMVP Awes"tro 'mile,/4 ' 1 n 17 - .4 ._..117&11 -,;.,,.I SCALEI 1 AA*6::.P..ASAtt AMOS il &sots AM.7 ‘/6 1..4.171 wows Nir:;;;;;1.-;.... --''.":.._,L•APS-•-t--irr..Meer,-./.nix awe ,...-:.f....0 ItoL.,.fif 411ele z-iikar..,M.-A .44,A.....-„......1.30............nc_0.--.-.......vft.4.-Awligtre we ...._,... -4---.• 15 Ark,f--,k 4IVO AGMS 4 - „,gay,I iN ..--A•rwier he -Awzre 7.41tff. ce "mai -_narieteS OAK•r---)'''-4. leasifte 4..§00.W -------os.,.--,,,t-461 .-AlrIPrifee Ihtitl•...SWAv7P -4"Vzor•___.--II\to'aiti:. - ..____411 W.V1 •Vorlonift lbw.. Am"'VS 7571.---•.'...04.0krLOTA721"4"*410"41e-A -----......-.... ------.1.~...-,.ups4 1 ....4,_.......—.-—,,,vkor Naitrz"....)Az. ...em..;61)._---- ow _...=...z--PC1.1 PM 1163 issOR 01:ilas-=to .c.PCL 2 PM WO '4 -7:"1:jugoar:-7/0/.•e---------- vrrar..."=47".-.=-:.flifickir RHO AVIA HEDIONDA mawram...le NRINIIIRMI ,........_______ I I MAP NO.10372 CARLSBAD TRACT NO.74 -21 emu s ar 6 atzumirrs ..........._,,,f. 77 -•..LOT 13 RHO AMA HEDIONDA SCALE 25 . • _21i -.,-.10 ,4R.OF S.517 R. ”. 4. - :.„L 411-WC /0/517aaal ,,,L a-Arrstroessw.tua..-0 1 perfoNre 4007Pir . .-t7r-111; 1%.•Nrsair•ar.'.- r.mrs.41r\27 .3400%.r-200' ...^-•.020.ftedil.e.0.60001r 4.ariar, 4‘...""tr ai.' -"ti.3/ 4017 AMR '.\mk1 ------IIIRIMIAVRO ON RI ./9,,\--,--. -NP-4.„mos OMIT „mow :it Asiato4~ 11/4 ..t7.=ties ."S .41?"•..trataTi-iiiir .4..iftS7' SeKre•IVIIRRIR''C'1.- RROWIOW imamlal , 25 -,—Ar •. 7 *•...//...37 i *...„.„./M—r— fril#1 st ‘„'':''.'''— _•_• ,...yirtV It...,_ •k A2MIF \ ...1420:,: 014V . ). 1.4 -%,4._-.-t - ife")).‘;Aidg-,310 '''' 4\11 if=.p43..;,; i ••••AVM le '';'' fit07 70Mete 0 l• ;Mir =Mr IV ........jot 411i111 -.L:..,74 .:"iiiii.zr:.;...‘,.itOf lir ,yr- 324.. 1 •.4147'..-.----1 1 24 .4:16.,11'. '‘''s t, *.'32 ..'V maw:rig_.:.1Owe Acess v pi 4140.AVM, 633_.lii*? 41811.19-Z40 - 7-4--),.... /MI.4-•Ariror 41174 di a6 -_._..10r ' .,........_F.-%.;:'.07/Aii•,.ass ; mow .a'__24Prrogrow- mo.----ho t 4 ;1„...Acme rm...„k .4.4:--- Trttalailev...e............ MO ..-(..i 'Mr itIINCRI'.if ''.4 ak;.;'/4 ...,,1.4107••)40puor.:ir`mos.. 1c li......fp.direavel omar 0 MAK 'r .--#.) ......:,,_31LeSZ :WV -e------RR$V setA207 ..._:•Lj:±r.' r,,.. RUHR AMA 4iety ...-jr._„iiiiiro 34 Aers;164.a i 5Y -.•..--Nr , C4.,...•4.400.6.000 ••-.............__. 70.11.e41=.it'29 'ri — rt/....-----e v... \...41111112zatlAr rim.i."P"A „.„„ts,....,.,r•_._....- _... --.......1.4,747; ...----era IIIPICRIIII" I MI -IMINT ROI 44r.Ajitil.--ricliR) overeeT mifFIR.LORWIP -- Mcso 444491...‘.....----Iftir.intL „763 *WAY S.I•1444e----imp -.PCL 2 1188eV gat/ 444.42ff ---arespAV ./IZIVIL "C.aft RR MR AP MUG5.........4...................RHO AIWA REDONDA LOT A MUM.... PF..............4........................... i 1_......NAP No.10372 xp WEST 6 OF 6 SEONITTEI C, A RLSBAD lACT NO.74 -21 _ i -*IA.111/4. t i kr —Tlebtv '..0 -- 1....,1 fe -(''' / i -...• VAID"SirafirgiregAg~s')11 41 #ar gewerAerzefeor/1 i 1 I / ifik":"nary k ----__A•-,>,et--1 11--ftvu.spw fz -.A1Wi4W----://(trillt 1.-,137Z"....-=----sem••aswasse -_,--.misparsion •.„_ 1 //E_____VED A't - resseautv \ i --------re.a 41011 7:0.0.0 _ 7 111\is a eare'vn.seemr4),•-•' ..,_•:."--. -....'4. OP 01I ------7 ,.i'PAY"' 11 42Zokz.:\DeTAIL PP"0 -.....,(gg ZerolVirz.mor-------novearis -7.40r.. DEM re-0 44144 ---\0 'Ar.1 mannes. 11370-1 irdriga ...ssiwara:=3:1=4 PVP 1111111111111111111.11/inemory MO I , i I' ! • •••... 90 498101 t.Older OIL .1 61:111Wft.nomoi002440-12 I AMP Ir-- n. r.beim No.15..i !rapaArawrow'row NEM!MN ft rialWallial*1St RECOR010 MAIL TO:1S33 SEP 12 P11 12 59 rilICW111111111 ;MUM PARTIRIS VI:PA L.r.LYLE23705Via Dal Rio forts IT PI (.09011..1 .... Teel* Linda,CA 924$6 en1Get.121111 i . p . ATM Richard P.McWilliams.C.P.P-.7.772711 1 IYowlAillOVLlmis tits..IMO 111001.101R11 MilA'MAIL TAX STATEMENTS TO: '11 000U AM TRAIRPOI TIVI t—Csoprini IS sisassoksisistsass etownssasms•aR ORCssesise as Mill101101/109116.WIN /1141110411Mialtabtimalwemloilielellit OM al MIL •pil ..........Osetirsitse"matapaproitailme set eon. Nem... Alt;209-082-02,03 GRANT DIED ifoR A VALUABLE CONSIDERATION.mint of stall h hereby sclisovoledird.In4CAMSADOMRUT.LTS..a California limited partnership .1 . .war MANTON so CA USA)/PAMIRS.a California moral partnership no net moven. Is the Cisy in carlebed.gamy/ fa Sea Dios° .his el CaRlatais. dumbed es 1 SLots26ad27ofCAUSEADUMNO.74-21,la the City of Carlsbad.County oflasKW.State of California,according to Nap thereof No.18372.filed intheOfficeoftheCountyRecorderofSanDios*may.April 13.1981. I .§ I I. 111 I 1 I =BITORME MD 18 RUMS TO 1911 PUNI1101111 OP AN MINIM ATTACEID MST°AS r li "Am Alb INCOMUM RUM. 1r September .1990 .cifi PTACI" SI,A!" "42)—.....__... onse 7 -- aetLrawa o ._...........—..._.....—ban as . s RolmPeale Is andlow sides*so. 4onlVasessno___._......... 1'*1 .____._.........___ .....ma*ImoI•Nofiss VOW le WI*OWN IIsesstssart .. 1 I I. alasse r heas orhone eons sulrelbsdsolo WOODrovaignismaossiarisiminsmase shonime.winos I 1 , •SOPROMI myissiiam silsiehest anmes rthle ••••Is sIfielell aotadal UM—._ 1002MOM MAILTAX STATEMENTS AS OIRECTEO ABOVE i .1 ••/, .. 11! i 1 .... 1.1 1-.159 SZONATORR PAOR TO PAPSNIRRUP CRAM DIROrgontOBAD OM RAM WC.o ,California' limited partnivrahip 11 I lops TI CORSTROCUON CORP.,I,el ) .. . ;a Colif000lo opoporotion, N all . -t.--- n 11,- Pe Titus M—.•A Titioe I Sys 0111 DIOS VC.a ColiCoorals oosmoratioo.1 oOsumii•-a 01$tb ..IF .....c.........__ 1,TittiMlittl. TI 40 Ci MI '• iyi 1 ai• • iI Ir. fr 1 •a 4 .AI I 1 •.. . . I vs ;AIRNM i I....•. ,/'...' •..."••••. .• 1 $0 • • NUN CP OUTION1111 1 asOONNUeVNU MOO ciao ., cs t r 11 199°before so.the baileuicaset a Wks*Pub mina posolatakly smeared1/46ftilleliiii,ocpr imesMr'''W'''—'1°W•i'll;v.i setisim=totetwritiesses ID Moo ipersse:vie seitateit this tespartisai el .thipp.shot in 1 wousete saree_se It et MIKANIO AM taD.A chtualitta IMu -__the '• asseauteithis iallkaarto...set etisoleasgsa to as Vat *ha OfteratiOsocetatedoetfalleat_ Mellen to Its trotelital co a asolstleaoftboatilGOII110101111as suds partner sad that the I 'pestaership oneasaiel it. '•—,-she official seal.OFFICIO.fieL a lia:rs:Mtn i• gligialer ;.,'-••-,:••samorass• SUMO -'f..4".mem am 4 .„...,-,,,, i ...1111111101101111111 I leeneleam ColonWonIL lel . •MIS Or th WORM ))esMOMOFUNOXISIO)• as the aatiersigase, a Marydiaft"litalluiwt"Alba;.ea .iiitreeitr pateaLoi 1 :1111. loWftestet1111- 1 -ae and to as aa.-!*set;is taster". evidssos to he tasthehe venom ado ,_,. ' 2.1 -.*Se ..eastrimett '•set llrespesti,_.V.of V*-.-.!'s'' ___,''onesetia...•—,this anurt iiii .11414;et taint -..4..asa... ACUOPCSOU_UNITOID assuaW,the •-..this eaeperumista...Shit tdossaiellietto as that_ emote* thisseeggesastMOM* is its hr-ases or elrasolutiasofit*Ward et diiaitere as se*sfaataer sea that thepartesarehip ieekeisted it. 1 WEmu sr haat sat ettielal seal. ri :::".."*.P.4%,Norm.""cNig:1414"."1".sallt 43:eierilitga-(An=eepeim ketur\.$-mogiefee 40410 iNeneecorier stateersnow./*saw ;I' 4 - .1 ,4) 'Pl•• I 14 .- 1 ,II 1• I ra 1.1111111111111 .• 161 =MT NA"0 . [TO PadabillS1UP MONT WMSUCIOSILISLIMASSA This Misname to Mind Deed (saddindom)is attached to end iscargeitedrated as part of the Partnership Grant Deed (*Gra* Deeds)emsouted by CGISAIMD ehDO SW.IDO..a Califorrsiarertnial64Lessantern.in twos of urns sox.210.*N1(*Grantoso).Its =rot Deed is hereby supplemented es tellovss A daso:ibedrelematteunieggagrit briengrrionv=eryyGrantortoOrestesSWIMTOthe f Ley I (a)The Deeleration of Protective Covesents forCarlsbad Mho Test Sesinees reoorded on Amnia 24.liTT at Meto.ss-iniort, Pries 03.073 through 01531 of the Official Ilsoords •of San Diego *ft -, California)s i.(b)The reservation to Grantor Of mineral rights morethanBOOfeetbelow the surface of the , provided thatGrantor waives the cleft of gertaos sed o se entry insthe surface to a depth of *00 fest below the serfroor and (c)Inements,tiara.enoushranose and other mattersof record as of the dots of reacatation of this Grant Deed. a .The Prwim -ft*•is located withinStetetitasigiMakieritiztCeriebedsePlan.Grantee soltirowledges the Propertyidsrtih Sena toiliPPliaohlt regulations and repirements of said othasgenent Plan and the Weal Inanities thosagemost Plan forrose P.grantee further soknowlehyse that Grantor has ormeencted;ita.rtri'aiConoiyFoitresgistricte)in owner to thrum certain isproveseats neolassabY to most •'a.infrontrectere requirements id ratified in the local Pstailities Planagement Plan for Sans S.Grantee,for itself and itssecoossorsand assigns. hereby consents to formation of theSeila4OcsDistrictanda=invo twi grit of grantor or gthe City. to exeoute all moons y vegetal& to evidence se&oaneent and to include the Property or past of thedelle-Pooe District. 1'3•LiddldLAMmealk.The provisions of this Addendum are 1 Imofor the benefit of the grantor and other real property owned byGranter and identified ass i a ..-,•/,,. I---•••• .• ••••:•*..•1U• J .gill •Leas as 24.so,3/through 34 et Chlainala=Met lb. 074814-ligem6merle the dityogetcausermaderletef:to limp No.10337 tiled intheWise et the Oemoty neoorder et Ma=Diego 1. LesApril13.00 mg Pares/1 etIlop10.1102 tiled in the Mies etthe Coonty Desesder et ion Diego Ceuta.colifornia la lees It,3$0,end tercel A of :N 1 Pavel lhp Ile. ISM_filed in the Wise otthe eamty nessider et see Disfeca=4aslitseala IN Mialaur II.sees (a017.merenteris Droperty"). I. this Addonbso is aosaated perms* to Celiternia Civil Code r .1.. •Section 140.end the alWalaala Pot forth herein shall binderenteeendsuosessar SWIM of the Paaphatf. to covenants ronniag of Orenteros Prvith the lead, tor operty.the benefit et Grantor and secusseor•earners 1 g4.amostal-Stexisassa. ;Z4.1 ailliaftelleg;iagillitteserrtVaelaustiais1:::lot 1Cradisg=7silarlesing shall pa there'Parts's1•944 costs end emposses,=Lug& bat ted to,reasonable atteneyst fees end as atedsnised by the evert. 44 -.....ftii.......A ban* st this Mideadvaobeli not ampau the lite -Wiiey sontgage or deed of trustexesetedisgoodtiff*end ter value end oneenheriniir'Marty.bet all semmonts set forthhones*theseeeseser amer Si the Property oho moires title toexereiseettheriotsor rensties set lath in are such 1 i .mortgage or deed et trust. $MtIMPAIIIMMI I i 1.,.r ! 1,!g• gi • ,1 •a • .. ,. .•.. I . II I 3 0738 89 077101 11Ma 177111111MINRecording Requested By .Fr1111111110aandETOMMillWhen Recorded Return To:89 FE!!14 t2111:214 UMW= •/ McDONALD, HECHT & SOLBERG t _•JR TXPD • Mr. Alex C. McDonald 1100 Great American Building 600 "B" Street ..None-no constcjemtion San Diego, California 92101 ce:.";7::":7;to ;,• __4.f.f../.-27/iti/114c133143CD_ AieKC.licDonald.0 _ c.__.•F.in-1 ti •.*te.:•...•:1 farl gbAri LANDSCAPE MAINTENANCE AREA EASEMENT THIS LANDSCAPE MAINTENANCE AREA EASEMENT is entered into as of February 9,1989,between CARLSBAD OAKS EAST,LTD.,a California limited partnership ("Grantor"), and CARLSBAD OAKS EAST BUSINESS PARK ASSOCIA- TION,a California nonprofit mutual benefit corporation .("Grantee"), with reference to the following RECITALS: A.Grantor is the owner of that certain real property located in the City of Carlsbad, County of San Diego, California, more particularly described as: Lots 23 through 38, inclusive,of CARLSBAD TRACT NO. 74-20 according to Map thereof No. 10327 filed in the Office of the County Recorder of San Diego County, Caiifornia, on April 13,1982, hereinafter called the "Servient Tenement." -1- 0739 B.Grantor has or intends to convey lots within the Servient Tenement to members of the public. C.Grantee has been formed as a property owners association composed of all owners of the Servient Tenement, together with the owners of other lots, and the owner of each lot is required to become a member of Grantee, which membership is appurte- nant to each lot. D.One of the purposes for which Grantee was formed is to provide for the maintenance of certain areas located upon the Servient Tenement ("Landscape Mainte- nance Areas"), all as more particularly set forth in that certain Declaration of Protective Covenants made by Grantor dated August 10,1988 and recorded with the Office of the County Recorder of San Diego County, California, on August 24,1988 as File/Page No. 88-422107 ("Declaration"), and in the Bylaws of Grantee. Grantor and Grantee therefore agree as follows: 1.Grant of Easement.Grantor hereby grants to Grantee an easement as hereinafter set forth. 2.Character of Easement.The easement granted herein is an easement in gross. 3.Description of Easement.The easement granted herein is for landscape and drainage maintenance, entry monument and wall maintenance, and erosion control. -2- 0740 • 4.Location.The easement granted herein is located on, over and under that portion of the Servient Tenement which is contained within the description set forth on Exhibit "A" attached hereto and made a part hereof. 5.The easement granted herein includes the following uses of the Servient Tenement: To plant,replant,water,weed;cultivate, grade and otherwise maintain, repair and replace the landscaping irrigation, drain- age facilities and entry monuments and walls within the ease- ment.all as more fully set forth in the Declaration,the terms of which are incorporated herein I this reference as though set forth in full. 6.Exclusiveness of Easement The easement granted herein is not exclusive. 7.Secondary Rights.The easement granted herein includes the incidental rights of access on, over and under the Servient Tenement as may be reasonably neces- sary to maintain the landscaping, irrigation, drainage facilities and entry monuments and walls located within the easement 8.Obligation of Grantee.Grantee agrees to maintain or cause to be main- tained the landscaping, irrigation systems,drainage facilities and entry monuments and walls within the easement in a neat, healthy and sightly condition as more fully set forth in the Declaration and Bylaws of Grantee. 9.Attorney's Fees.In the event of any controversy, claim or dispite between the parties hereto relating to this instrument or the breach hereof, the prevailing party shall be entitled to costs of suit and such sum as the Court deems reasonable for -3- mimmemo 0741 • CARLSBAD OAKS EAST BUSINESS PARK ASSOCIATION,a California nonprofit mutual benefit corporation By •/144';" Dou s E.Woods,President By Theodore Tchang.Vice President --- STATE OF CALIFORNIA )ss. COUNTY OF SAN DIEGO ) On this 9th day of February ,191j before me,Elizabeth J.Boulerice , a Notary Public in and for said state, personally appeared Paul K.Tchang , personally known to me (or proved to me on the basis of satisfactory evidence) to be the President, and -, personally known to me (or proved to me on the basis of satisfactory evidence) to be the Secretary of TECH CONSTRUCTION CORP., the corporation that executed the within instrument and known to me to be the persons who executed the within instrument on behalf of said corporation, said corporation being known to me to be one of the general partners of CARLSBAD OAKS EAST, LID., the limited partnership that executed the within instru- ment, and acknowledged to me that such corporation executed the same as such partner and that such partnership executed the same. EualorrfleiJAL.cE WITNESS my hand and official seal. e ;11 jeri..NOTARY MAW •CALIFORNIA.•-mac(PAL OFFICE INSRNDIEGO COUNTY•NOTARY pt.IBLIC Coibmission JefANIYre IS91 simulaftmlowomm. 0742 attorney's fees.The prevailing party shall be the party in whose favor a final judgment is entered. 10.landfill Effect.This instrument shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed this instrument as of the date first hereinabove set forth. CARLSBAD OAKS EAST, LTD., a California limited partnership BY:TECH CONSTRUCTION CORP.,a California corporation, General Partner By Paul K.Tchang,President By •DEL DIGS,a California corporation, G Partner By ,. atimpow _ STATE OF CALIFORNIA ss• COUNTY OF SAN D I 0 ) On this day of 19_, before a N Public in and for said state, pe •.•ally t.•ed personally known to .•r proved o me on the basis of satisfactory e •nce) to be the President, and personally known •(or proved to me on the bash of satisfy evidence)to be the Secretary of DEL DIOS, INC.,corporation that executed the .)instrument and known to me to be the pc who executed the within ins >ton behalf of said corporation,-;r• corpora "known to me to be one ••general partners of CARLS MKS ,LTD,the limited partnership •executed the within instrumen •acknowl- ged to me that such corpora '•executed the same as such •iv and that such partnership executed the s . WITNESS my h ••and official seal. NOTARY PUBLIC STATE OF CALIFORNIA )ss. COUNTY OF SAN DIEGO ) On this 9th day of February ,19 8? before me, Elizabeth J.Boulerice a Notary Public in and for said state, personally appeared Douglas E.Woods personally known to me (or proved to me on the basis of satisfactory evidence) to be.the president, and Theodore 'I .hang personally known to me (or proved to me on the basis of satisfactory evidence) to be the Vice President Emma* of CARLSBAD OAKS EASE BUSINESS PARK ASSOCIATION, the corpora- tion that executed the within instrument, known to me to be the persons who executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or a resolution of its board of directors. WITNESS my hand and official seal.WTMIALSIAL,s4arR Emma J.ButenAt.mum Punic.CALIFORNIA"PRINCIPAL OFFICE IN SAN DIEGO COUNTY N ARY IC MY Cominanion Expires Imlay IS, 1491PUg. Vila=INIMUNIMIN 474 " !Ow 4.f•eCO,IMItn op•RICK ENGINEERING COMPANY tittractiltrilit 2 7 l cgo.c 365 SO.RANCHO SANTA FE ROAD •SUITE 100• SAN MARCOS.CALIFORNIA 92069 •619R44-4800 JOS M.OAIN. DUMP.Owvon:IV OATC roam O7576-Y MAINTENANCE AND LANDSCAPE ACCESS auvs.e 5-25-88 1 o.2 An easement being a portion of Lots 23 through 38,inclusively ofCarlsbadTractNo.74-21,per Map No.10372,in the City ofCarlsbad.on file in the Office of the County Recorder of SanDiegoCounty,State of California,described as follows: The Southerly 50.00 feet along Palomar Airport Road as shown onsaidMapandtheWesterly25.00 feet along El Fuerte Street asshownonsaidmapandtheNortherly25.00 feet along Loker AvenueEastasshownonsaidMApofsaidLot23. The Westerly 25.00 feet along said El Fuerte Street and theSoutherlyandEasterly25.00 feet along said Loker Avenue East ofsaidLot24. The Northeasterly 25.00 feet along Sea Otter Place, as shown onsaidMapandtheSoutheasterly25.00 feet along said Loker AvenueEastofsaidLot25. The Easterly 25.00 feet along said Sea Otter Place of said Lot26. The Southerly 25.00 feet along said Sea Otter Place of said Lot27: The Southwesterly 25.00 feet along said Sea Otter Place and theSoutherly25.00 feet along said Loker Avenue East of said Lot 28. The Southerly 25.00 feet along Sea Lion Place as shown on saidMapofsaidLot29. The southerly 25.00 feet along said Loker Avenue East and theSoutheasterly25.00 feet along said Sea Lion Place of said Lot30. The Northwesterly 25.00 feet along said Sea Lion Place and theSouthwesterly25.00 feet along said Loker Avenue East of said Lot31. The Southwesterly 25.00 feet along said Loker Avenue East of said Lot 32. The Westerly 25.00 feet along said Loker Avenue East of said Lot33. The Northwesterly and Westerly 25.00 along said Loker Avenue East and the Southerly 25.00 feet along said Palomar Airport Road ofsaidLot34. ICOUPS*?PCV41101111UMW.I • I Oat111.111111111PExiiiiisfr imungh.l.nemu '"0 7 4 5 65fiAY 1981RICKENGINEERING COMPANY I PArrnentalgi 2 7 •.305 SO.RANCHO SANTA FE ROAD •SUITE 100 SAN MARCOS.CALIFORNIA 02089 •619/744-4800 JOS as.uULsaatis.ne.row IV .Tuft ast+ 7576-Y MAINTENANCE AND LANDSCAPE ACCESS cucro.ffr 5-25-88 2 ,r2 The Southerly 25.00 feet along said Palomar Airport Road and theSoutheasterly25.00 feet along said Loker Avenue East of said Lot35: The Northeasterly,Easterly and Southeasterly 25.00 feet along said Loker Avenue East of said Lot 36. The Westerly.Northwesterly,Northerly,and Northeasterly 25.00feetalongsaidLokerAvenueEastofsaidLot37. The Northwesterly 25.00 feet along said Loker Avenue East and theSoutherly50.00 feet along said Palomar Airport Road of said Lot 38. •4. • • • • • • • TITLE $.• rain.OM.EXHIBIT I --Am -N.—'MN INOMISIIROM .• s 0746-.. .„ • •CARLSBAD OAKS EAST TRACT CT 74-21 124**4?0 LEGEND PROPOSED DRIVEWAY ••-•t> LOCATORS ..Sin -LANDSCAPE ISARIMIANCE AREA '27 **................)\—".4A's- i(26 .t.\29 . .• ••.;,• 4•01'1::' V• Ai Ili 2:R 30,,,4***.'Ai 1.'.—lkitip 4.\* Ow '" 1.•ir.‘••4 s ',"t;#'.qal .•„...,•-,-,;-/•.- ,.....,-'-ii..,S :•.2.-.•a..yr.air26'"‘--V4f/0"'•1.14.re 4t7%.*NA.,a s'..,.•...."•4f-1r ii;1f!If !WIN.:Iiii.4 44.°‘• to. I.)'4 i.NEL 11 mil •32 :I ...'t 37 W4 •lkAN v'Ont014R•7 is 7•••• VA 'IL -• ,;Ali .4.0 •.. ,t 4 ....0rfre.. k;iii ii• s.s. -s...........4._.• -=•'-'- I ..:...00°w .•;11.r AA•awuss.147--•,/-..7.4-I' 4..*. 1•,, 4.4 . 38• 4vi • .•' $1. s'irArAfAr I AVgi rAdralrAr-; i .41r Ar ../F././AirifirAn •ILI i:ii.jr • ..1 -----..414RS.,.....RT --• Arna:A L'- ...... -.., ..;:,,S1......''''.....Ar...ir,,,;..414. g°4° .•_-.., ;...Illnilli1 EArditsii A !•: • • •.-..• —r—seviirn.r^.----------wasr".---1.11r•-•---''--7 ------'------..-77 eTrll"101Mall.P.IIIIMIMIPPIIPPMr.*. 1111111111111MMIn• _ A •l • ..f7 •.CARLSBAD OAKS EAST TRACT CT 74-21 1.8.4447• ... LEGEND PROPOSED DRIVEWAY --k > LOCATIONS.._..• BM ..LANDSCAPEWRIT - TREAT/1E1ff AREA 27 .r2b I.29 -, •3.`,Ilk .• 101.. . 28 3D ' 0.4* •. . .,. ..•''e...A 0 s •31•,,.3 .4-...25 :..,,,••- .-. 40.:.•----.'. - .. - -AVENUE . '••.',.. !••.•32_..... i :11 I-1 ll'V 37 ''i'.1112411. •....-,,' %,.:•.,-..„siP ....".*i3.....t ..• ;.-..fj....• 1 0.1.7e .•0 •. ,.....:,.., 38 •23 - 'V 34 •I • 1. - ', i ... '..•..• ••i IOW ... .. .......,1 0 0"...b..-6.•-----14..„:PoRT .......—............••- .. ... IMO EXHIBIT A .- .. val.Imaromm : I I I • MAR 2 3 1989 •4 03-34r.89 0/710i • •• ---1 AF..N11.1940. --- RP /J •: Recording Requested By AR fl;1 g.and When Recorded Return To:89 Ft!111 kili!211 MG / !,.1 VI..44.McDONALD. HECHT &.LiSOLBERG TXPE)"tr 11 S'iMr.Alex C. McDonald r....1100 Great American Building 600 "B" Street San Diego, California 92101 I:NisI.:•';• MIS DOCUlerr Is BE-RECORDER 70 ODPRECT .s.ee"..<'...24/10.1-41.U.aessins20121714.4..sljthERG. ;' i 1 1:A TYPCGRAPIIICAL ERICA IN THE LEGAL bESCRIPTICN...:J.•1. 04 f:.....? .•"•• •:.••X.•.-°wilted i 11°1 LANDSCAPE MAINTFNAN_C&AgEA BASEMENT i $61 THIS LANDSCAPE MAINTENANCE AREA EASEMENTis entered into as of 2 :CeFebruary9.1989,between CARLSBAD OAKS EAST,LTD..a California limited 11=11rnpartnership ("Grantor"), and CARLSBAD OAKS EAST BUSINESS PARK ASSOaA•1 Gli TION,..1 California nonprofit mutual benefit corporation ("Grantee), with reference to the following gi ,,12 XfiCITALS:I . i •90 •• A.Gramm is the owner of that certain real property located in the City of IgCarlsbad.County of San Diego, California. more particularly described as: .•i .-. Lou 23 through 38, inclusive,of CARLSBAD TRACT NO. i 74-21 according to Map thereof No.10372fIled in the Office I I of the County Recorder of Sun Diego County, California. on I April 13.1982,ilirRICCORDIR 4 I rm. hereinafter called the "Servient Tenement."119 157006 1!0'ITI 17/10;1111111111 r ....;• .. i -••12 - 1 i '•... ErIMPIIIII..,..:••••• ,.AC-1- 116 -70111 8911AR 28 PH 3:45 •..,milIMINNII j v=.a ...tag I I; m•-aging,LIAMY ..IImtit_ j !0 i '231 tgiji.im, 1...:....• i i1 II Ii I I I 11 11 I 1 I ! „,„ I I I I • (PIT •941 B.Grastor has or kneads to convey lots within the Sentient Tenement to I members of the public. C.Grantee ha been formed as a property owners assootiation composed of ad i owners of the &Meat Tenement, together with the owners of other km,and the owner \I p. of each kit is required to begone a member of Grantee, which membership is appune-;Nttienttoeach lot. D.One of the pipettes for which Grantee was formed Is to provide for the maintenance of certain areas located upon the Senlent Tenement ("Landscape Mabee- lowname Areas"). all as more pankularly set forth in that certain Declaration ti Protective • Covenants made by Grantor dated August 10,1988 and recorded with the Office of the I ZCounty Recorder of San Delp County,California. on August 24, 1988 as Pile/Page No.088422107 ("U:elevation"),and M the Bylaws of Grantee. Grmitor and Grantee therefore agree as *Mown 1.iimaJltiraffiellg Grantor hereby grants to Grantee en casement as .1 8C hereinafter set forth.I 2.ammeter ofSatemeal.The easement granted herein is an easement in gmes.At3.knedgessfigspagt.The easement panted Wei it for hadsame and t 310drainage maintenance, enny monument and wall maintenance, and erasion control.r r— t ..• -2- 11:a 1:7fro f's111, I II II I II 111 111 111 1 ; IMMINIIIIIIMENI II I I I .. 942 -! '0.249- ... 4.Locating.The easement granted herein Ls located on, over and under that portion of the &meat Tenement which is contained within the description set forth on 1 t; Exhibit "Ar attached hereto and made a part hereof.i wai 5.Lin.The easement granted herein includes the following uses of the ll P Sentient Tenement!l• ; NI iA7bplant, replant.water.weed,cahivate. grade and otherwise maintain, repair and replace the landscaping.irrigation. drain-1' age facilities and entry inoratatous and walls widths the ease-n."wig at as more fully set faith in die Dedaradon.the mit of 1 ga' which are incotporated herein by this reference as though set .$4fonh61full. 6.FIBtusinuess 4 Easement.The easement granted herein is not exclusive.1 0 7.§ggylndarr RIrh The easement granted herein Includes the incidental f.cr rights of access on, over and under the Sentient Tenement es may be reasonably nem-.in %my to maintain the landscaping. irrigation, drainage facilities and entry monuments and :' I.. walls located within the easement cial; 1 414&obilmtioi of Grantee.Grantee agrees to maintain or cause to he main-C. tamed the landscaping,irrigation systems,drainage facilities and entry monuments and 1.walls within the easement in a neat, healthy and sightly condition as more fully set forth i• "• 1 in the Dcclaratlon and Bylaws of Grantee. i ' 9.Attorney's Fees.In the event of any controversy, claim or dispute between !I the parties hereto relating to this instrument or the breach hereof, the prevailing party ;. r- 1.,shall be entitled to costs of suit and such sum us the Court deems reasonable for l•i r- 7 6 ,.. ;M 1Ili •I:° ..m 2ii.: II HU 1 1 q I . I 1 I 1 1!1 . 0 I I . ...... 9$ow aCARLSBADOAKS EAST BUSINESS PARK l 'ASSO(ATION. a Oidlfarnia nonprofit mutual benefit corporation •- BY 0 -.c7:21. g s C.Woods.President \FA By 7-4-e_.•-.1..-..-Avit -7...-V 472 - 1 11; Theodore Tehens.Vice President --) 1Z STATE OF CALIFORNIA ))us. (7OUNTY OP SAN DIE00 )4 g— On this 4th dal of February 3 veil before me.IElisabethJ .pouler ice , a Notary Public in and for Add State, personally appeared Patti K."chat!._.pitnionally Mawsto the (or proved to me on the basis of satisfactory evidence) to be the President, and ---. past:many knownto me (or proved to me 1on the basis of satisfaooty evidence)to be the ---Secretary of .. TECH CONSTRUCTION CORP.. the corporation that eiseoded the within instrument and lemma so me to be the peones who executed the iAthin boomers on behalf of said;.gootPlettacii. mid corporation befits known to me to be one of the general partners of CARLSBAD OAKS 'EAST, LTD.,she lofted partnership that exectited the within inurts• meat, end aelenovdedged to me that suchcorporation weaned the same as such partner :1.and that such partnership executed theterm WITNPA ).Smy hand and official sent.. ,itrT4N.ogek.m).-,inw'l X ...•f •0 1°1M:1i itTivill 1 t•'e'r. %1.4::‹;:.-:1 .(3t....-_21-L.Pogral Di .1„.... NOTARY rt3BUC Myftiotatitaitip:braav"m fiti •1.r ; i r 1 g,t ,, ,.,.11 !. I MI 41/4% 0011 ' I ....; a ,2%,..1 I 1 11 Iji I.' 11 !!II I 1111111 II 1!1111 IIIIRI" 1 1 344 07.41. .11attorney's fees.The prevailing party shall be the party in whose favor a final judgment I 1 is entered. la BENIEOLUESI.This iintrument shall bind and inure to the benefit of the j1 parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the parties hereto have wreeuted thk instrument as of t 171 the elate first hereinabove set forth. CARLSBAD OAKS EAST, LTD.,a California .P: limited partnership BY:TECH CONSTRUCTION CORP.,a Cldifomis emixuation, General Partner e't By Paul K.rehang,President 1 I By i :DEL DIOS,a Calikania corporation,Partner " ,A! By i loos.; •• I WIIT!1 '1.0; :k7. 2 ryprypryp 11 1 I ! I 1111 111/111111N 11111!1 11 ;4 11 IS ,,.1 1.11 _.. 1 I I , lifts. 945 c STATE OF CAUFORNIA .0' ) P. a_......„.„....„....w6......A . ilCOUNTY OF SAN D ) On this day of It...before .- di Public itand fat said gate......ny r"venom*r ..movcdt#nthe bask Of satiefeettity ) to be the komm to President, and personally Mown .—(ter proved to me on the basis of sa **taw)to be the Secretary of i 0DEL DIOS, INC.,corporation that executed the .....;.-.and known to me .i §.to be the who creaked the within i .—'on behalf'ofsaid •..•••.i ka0a41 to snit to be one .—general partners of .'•s 4- ,LII).,the limited partnership -.executed the within limn . " .•acknowl.-„wit ''to me thet such corpora.'executed the same as such .•'.and that such 3" ownership executed the wrrNEss my ....and official seal.I It, NOTARY PUBLIC ..riii1. ;1© I 0. 1 STATE OF CALIFORNIA )': §. 95. ) )COUNTY OF SAN DIEGO t On this 9th dry of February ,19_8_, before MC, Elizabeth J.Boularice a Notary Public la and for said state,1 •penal*appeared Oottelas it.woolis , personsib known to me (or proved to sues on the bedsOf satisfactory evidence)to be the I ".-pawn'.And .rtasotscere ?chants ,perk**known so use (or Fano to me on me bnennteetweesey evidence) to be the vies Pratident g ' SeensarepofCAROM. OAK EAST BUSINESS PARK ASSOCIATION, the corpora- dial dun Wonted the wklikinstrument,Went to me to be the persons who executed kthewidth' insuuteent on behalf of the corponttion therein named, and acItstwriedied to ill P ._ t AP , me that such corporation executed the within instrument pursuant to ha Iviltorot or a I 'rresolutionof its board of directors.ti 1 i r".WITNESS my hand and official seal.1".!V 0...ti4 i a:4:1.•••• skid ROgralLICOMUCE t gi4 ilfARY P Urp1C_ •I NUPI .Al 4. *0la %re.4.4..r .1.:1.•UIMil*Rita lr•AYY, CI•ohlbro tows Inve. It.101 •a , .., :ii 0. .tal ri „,,,,, [ ., 11t.....„..,f 1 !!0 1 I 1 i 1 I 1 I 1 I 1 I I I I 1 II I I 1 II ---,miiim•. II I I . .946 ... Gee_STATE OF CALIFORNIA ) )ss•1,1 4..:COUNTY OF SAN DIEGO ) On this 23rd day of appearedditeabeth J.nouleriee March , PAS before me, ta Notary Public in and for said stale, personally PAUL. K. TCHANO, personalty known to me (or proved to me on the basis of satisfactory evidence) to be the President, and ; the basis of saibrutory evidence) to be the rsolUiTylintiwir.t;Tar WI proved*d to me on---Secretary of TECH COCONSTRUCTIONCORP.. the corporation that executed the within instrument and known to me to be the person% who executed the within instrument on behalf of said corporation. 1, •r- •••4 1 1 .41_pe . 1 isaid corporation being known to rue to be one of the general partners of CARLSBAD ammoOAKS EAST, LTD,the limited partnership that executed the within instrument,.and 4iacknowledged to me that such corporation executed the same as such partner and that . such partnership executed the saute. I omen StAt. WITNESS my hand and official seal.AN vE„,Widdrrn 4 .161111"00.sia„ -;liNniSlOcAld IN SAN moo cower &44.64-4e0".4017 .04....e.„.....:.„.• .ro tommiwo tmo. *am n. not 1 0 ,Z - 2. NO PUBLIC mg •VP I.....ifirrilif;r I MI"'•';STATE OF CALIFORNIA I ) )as •tiorkCOUNTY OF SAN DIEGO ) I e' On this 23rd day of March ,I989 before ate, 1 1ialixabekh J.tiouierice a Notary Public in and for said state, personally appeared DOUGLAS E WOODS, personally known to Me (or proved to me on the basis of satisfactory evidence)tobe the President, and THEODORETCHANO,. personally known to me (or proved to me on the bode of satisfactory.widow)an be the Vice President of CARLSBAD OAKS EAST BUSINESS PARK ASSOCIAIION, the A'corporation that executed the within instrument,known to me to be the persons who executed the within instrument on behalf of the corporation therein named, and acknowl- edged to me that such corporation executed the within instrument pursuant to its bylaws i . or a resolution of its board of directors.1 WITNESS my hand and official seal.WC&VAL .I Irk .."w :Air mons4111111Enter i i ....0.1 fX.1,NOM?MIK •romWORN ..t liZZailied..4"..e.....;..e.-- ..,f-ARY C 4 1. fo PSINNIPAI.SICs NI SWOM MomStCANANWAI IANAII Swig is.owl .r ,1•f 1 ., •0.. .1 mc7a t......2. ..I 1 II 1 1 I 1 1 1 1 'I I 1 I I I 1 I ill I III I ''I I I! AILIAW • 6...So Ilii ii•011.4.441ia•1 MAY 2 7 ow cre...•.RICK ENGINEERING COMPANY 1 retreggentrin .SS SO.'SANCHO SANTA FS ROAD •MATS 100 .4 SAN MARCOS.CALIFORNIA MSS •$10/744-010D IM41144.14.144.6MWOOMMML --w ova email7576-Y NAMITINANCX AND LANDSCAPE ACCESS $.11"'5-2142 10.2 Ila 11. -. gri An easement being a portion of Lot*23 through 30.inclusively eat'1 •Carlsbad Tract No.14-21.per Map 10•9 143/2,in the City of 1 ?Carlsbad,on file in the *Mee of the County Recorder of San 1:Diego County.State of California,described as follows s 4.1 The Southerly 50.00 feet along Palomar Airport Aped as shown on igsaidNapandtheWesterly25.00 feet along El puerto Street-at .shown on eaLismovend the Northerly 25.00 feet along Wier AvenueEastasshows on said Sep of said Lot 23.Ai iTheWesterly25.00 feet along said *1 Puerta Street and the 4SoutherlyandEasterly 25.00 feet along laid LOher Avenue Last of ..said Lot 24...... The Northeasterly 25.00 feet along Sea Otter Place, as oho"on L •said Nap and the Southeasterly 25.00 feet along said Luker Avenue r•l,East of said Lot 25. The Easterly 25.00 feet along *aid Sea Otter Place of said Lot .r Z . 26. The Southerly 25.00 feet along said Sea Otter Place of said Lot i i re27.il 0 The Southwesterly 25.00 feet along said Sea Otter Place and the :aSoutherly25.00 feet along said Laker Avenue Last of said Lot 20. The Southerly 25.00 test along Sea Lion Place as shorn on said [EliNapofsaid Lot 29.i C.*.The Southerly 25.00 feet along said law Avenue East and the li.Southeasterly 25.00 feet along said Se*Lion Place of said Lot30. A . ' The Northwesterly 25.00 feet along said sea-Woe Platy and the :;1' . Southwesterly 25.00 feet along said Loksr. Avelino East of said Lot31.gi -The Southwesterly 25.00 feet along said Loiter Avenue East of said 11 :11ULot32. lif 411°1TheWesterly 25.00 feet along said Laker Avenue East of said Lot r.33. The Northwesterly and Westerly 25.00 along laid Laker Avenue East l'i ra.1andtheSoutherly21.00 feet along said Palrkalr Airport 'Wad of .tsaid Lot 34...,g!i • .1 Ir----0 -.- L-___I -1.1111011 _ ErAtiiori A 1:..xi •;II; I2 ii Hiiii,11111 ill I p 1 11 'p 1 I II 1 III i 1 II .1 II iii 1 v. i „......malom r .948 0 -0 ”.,,,.'0741 titRAY27No42'•RICK ENGINEERING COMPANY I ZntittliTettif .. •,365 SO.RANCHO SANTA Fe ROAD •SUITS 100 SAN MARCOS,CALIFORNIA 92060 •619/744-4800 •NEI "'• MAINTENANCE AND LANDSCAPE ACCESS imrikfir.5-25- -----afer--- 1se2«Z I a The Southerly 25.00 feet along said Palomar Airport Road and the 1 laSoutheasterly25.00 feet along said Laker Avenue East of said bet i35;4i Si!I." The Northeasterly.Easterly and Southeasterly 25.00 feet along ewe'said Laker Avenue Cast of said Lot 36.I -pc. The Westerly.Northwester/yr Northerly.and Northeasterly 23.00 1 (r).fest along said Laker Avenue East of said Lot 37. The Northwesterly 23.00 feet along said Loiter Avenue East and theSoutherly50.00 feet along said Palomar Airport Road of said Lot.38.P. .. .4i. 1 1 t:Cif I ' •.IIIIoft. 1 1 WI: 11 ni 1 '8.z, 1... j ..•71'we ! :t ' , 'r ! •.1 i r.; . I I I i •. 'V;:m...7.-atm. II.. ,....„...Ip...,___ L *•*-I —6 SOW iXiiialf 1_____1 I I 1 11 1 1 . I 14'. 1 ' I I 1 i 1 I lifI II,1 ‘1 2.1 ,I 1 i III iiiiiiiiiiiiii-tiliiiiiNiiiiii 1111 MIEN Nor . 949 'KO ,' ••CARLSBAD OAKS EAST TRACT CT 74-21 C4t44 ti. .... ilitamio :..:. morose 011111WAy—..Co VW .WIDOW maritiovii 1 ,..\.:7 ;1.rb 25:NNex .• • t. ,...,-;.....,•.a41:•.....- .,-..,..i .,,...--„„..„. 28 30 , .--ovi.I,co....,31 . •.„.• ,-,,,,,,„.-• 1 A .4 •-4 •...••..til)1 zit/ 47 37 ..,,t ilt..• ..•'.. 32 .-•8' s ........ ,..... ..ft ...,.._, • ..:., ,11.,_.i ,91 f i 84 lik.:1. 4rAt-0$' . -' -•.38 ft .IN • It>..!r•Ar4cYtfi.-1'"0t :;';I ','Ji 33 01finWS'?.ii W..rii 4 al...114.44• !I 7 4.4.':`+'is 46 ‘744+ _,41 • 34 .j gI ' R.' Ps ri ,11 r- 1il11•t' 11 ...;It;•AILIZArif :'a. .•........ s it.„............„..................f.....i.- *"------..''mafrr mazzireurizzar..r../.926:, loom - .11111.111 .1.CI .i•0,..•EAtliDt 1 A 'I...:., M .;,,;' I II!II 1 1 I II I .2,.4 !I 1!!1 lir 111 . '11 II 1111111 III 1 ll 1 1 ii II 1 1IIII1 1 If 4 I 1 i 1 ramiiimi 11 I 950 o •CARLSBAD OAKS EAST TRACT CT 74-21 rt esLEGEND PflOPosso MIRSWAY .......0 LOCATIONS i I gi GOD •Lammarm 27 IROICONtARTA a UP..:4••1/4 i 1 ZO 4.411(26 .t •..0.110 -.. ..,28 30 •Zi.s..-" •c..!0+.31 .NJ...-;;.•. --., . ,, -....•,04: V ‘ .7,.,I ••32 Of.CY......... 1 i R*- ,,i ;,*...• .._ ..:.•'I'••.*. •.* •M.r .*•.• 1 38 35 4k/4 34 .4 t rii• i 23 .V I .:.r"' ;:.•1 I 1 • 1 . i • • ......-----4"4• I .g . ):—.—,...±._,.styer .....••."".'' ...........• it; NI .:* ..• . .. • I!°ono EXHI Sri A iiit 61 '2 nor :. I!111111 I I .1 ill I loll.111.111111.11pf liiii ft,,,, , ,,,,,,,,,,,,,„.,,„p ,,,,,,„,,,,,,,,,, ,,1,,..,,,' N I 11 .1 mss..-- • 4 • . • DOC #:1991-032782103—M-1991 03.14 P11 1339 i.i. so DU Ce4111 MOWSOFFICEAI6ET . WICOPD TOTT g MS. TOESM RIMER,1 SA THIS SAT )i g OP IBIS DISTRICT (GOV.CAN (6103))) ) . I S RECORDING nantriso BY MAD ) NUN RIDOORDSD.PISIMMINIUMATO:) 11' 4 )Carlsbad Mnnicipal stater District ) 5 Engineering Departnent )1 ' 1 5950 11 Camino Meal 5 Carlsbad,California 92008 !.)I .' 1 7 •Spam Miiova this line for 1' •Recorder's nee...6 Assessor's Parcel NO.292-022.4..of Y Project Name 6•20.222Sr 0160k<fissi attar viaaseL.Lets 26 6 27. Nap 10372.C.V..74-21.ceN1_20..6.36.2 ge . a.4' 10 •DOCUMENTMT ISAMU 11 TAX:Sons CANISBAD MUNICIPAL :•112MISRDISTNICT'i v I13At:4f4441,Aditary 14 Board of Directors . 16 .SAMSON .1.No 16 17 .t is does hereby grant to CAIUSRAD MUNICIPAL NAT=DISTRICT,a Public 'A. is Agency organised in the State of California,its successors and a.. 22 assigns,an easement. 21 Purpose:The easement granted herein shall be granted -4..i 22 for the following purposes:the construction,operation,repair,•! gs reconstruction and all activities reasonably necessary to 24 construct,reconstruct,operate,maintain and repair facilities ir, 25 designed for the general purpose of collecting,storing, a transporting,peeping and treating all water,including surface gy water,stream 'water.flood water and ground eater flawing into said gg facilities,and all natural and artificial drainage ditches and 3.5/24/91 REV. 7 6 1340 1 structures of any kind,whether above or below the surface of the 2 ground. 3 Said facility may include pipelines,pumping ficilitios. 4 structures designed to control the flow of water and all facilities 5 and structures associated with said use which are designed to 8 facilitate the use and pro mict the(Gmcility from natural and other 7 forms of damage *noisding,but limited tit,erosion control 8 facilities,fencesvgates,doors,locking devices,alarms,lights. g and all other protective facilities and devices.•lbs use shall 1111 10 also includa46ans of access to and from said facility for the 11 purpose of Constructing,operating,repairing,maintaining,i 12 inspecting and reconstructing said facility. • 1$The uses described herein shall be exclusive to the • 1 14 Grantee.Grantor herein agrees that no buildings and/or structures 15 will be orected,.walla constructed, fences built nor trees planted, is nor may the 'easement; be used by the Grantor or any other person or 17 entity,including other utilities,whether public or private,for 18 uses whether coapatible or inoompitible with the uses described ig herein without the express written approval of the Grantee. 20 /// 21 /// 22 /// 23 /// 24 /// 26 /// 28 /// 27 III 28 /// 2 5/24/91 REV. 4 es oi“ a...a .0 • 7 • 1 1 1 1 i 1•. 'II 1341 0 1 LOCATION OF THE 21:811KIST:g 2 The easement granted herein shall be located within and 3 upon the properties wore particularly described in Exhibit "A"and 4 Ishibit 080 attached 'hereto and by this ref:brows made a part 5 hereof. 8 . Xtad by theiinrOn this day of 1 7 •.i$\8 ORMITCIts CARLOW ISPS111188,a 8 general Partnership California I 10 i(nase of grantor) 11 12 8'44331\44414as 18 gapasino Partner(title of signatory) 14 15 BP (sign here) 18 .(title of signatory) 17 AMOS=AB 20 YORK: 18 VIIICNIIT F.83:01100,JR.COMMA 10 1:171.4._0. _....._18.1414"4.20 (Notarial acitnoviamaymei m of execution by GRANTOR must be attached.) 21 CM 212-2211 22 23 24 05 28 27 28 3 5/24/91 RSV. tiii111.10111111111111111.11111111111111M1111$19 . ............• 4 .1• 4 . •I • 1342,..CSRTIPICATE OP NOTARY PUBLIC Alli) \ .... •.7.7,111(7:.,State of California)*''tallaVinars,:,.County of Orange )-S. •-/kW Canmalm 1aim• Comes now ar 760-1.4.4t5ait),a Notary Public for the State . .. of California,and states that.2e knows Richard P.McMillian ' 1 personally,and states,further.that.witnessed Richard P. 3'.McWillias execute with his own hand the document to which certificate is attached,and that said signature is the true and ! 1111correct signature of Richard P.McWilliss. Ofttill&21-Xj-124:eeti 1 i 1 •1•i r i...i 1 I •. ,I• 1 41111f1343 1 cuffizrzerent OP ACCIIPTARCE 11.1This is to certify that the interest in real property conveyed 1 by the Deed dated May 2.8 19_21.free •:ol. t•7:...11 e 1_..' as grantor,to ChRLSBAD WDWICIPAL MATER DISTRICT,a Municipal Water I I District Act of 1911,as amended,is hereby accepted by order of the Hoard of Directors of the Carlsbad Municipal Water District on Joao 11 ,19 91 ,and the Grantee consents to ; recordation thereof by its duly authorised officer. DATED:June 19 ,19 91.r CARLSBAD WURICIPAL RATER DISTRICT Sys idada.ith.tivraii.yRaOMA Secregary Board of Directors ClDlo --22:k25S-. 1.111101=1 •A. • SHEET1 OF 3 SHEETS 1344 • ..11: EXHIBIT "A" BEING A STRIP OF LAND ENTIRELY WITHIN LOTS 26 AND 27, INCLUSIVE, OF CARLSBAD TRACT NO. 74-21 IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA ACCORDING TO MAP THEREOF NO. 10372 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON APRIL 13,1982,MORE PARTICULARLY DESCRIBED AS FOLLOWS: A STRIP OF LAND WHICH IS 15.00 FEET IN WIDTH LYING 7.5 FEET ON EACH SIDE OF AND PARALLEL WITH THE FOLLOWING DESCRIBED CENTERLINE: COMMENCING AT THE MOST EASTERLY CORNER OF SAID LOT 27; THENCE ALONG THE SOUTHEASTERLY LINE OF SAID LOT 27 SOUTH 58°131r WEST 781.06 FEET TO A POINT ON THE RIGHT-OF-WAY LINE OF SEA OTTER PLACE, A PUBLIC STREET, AS SHOWN ON SAID MAP NO. 10372,SAID POINT BEING ON A 60 FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY, A RADIAL LINE TO SAID POINT BEARS NORTH 589312° EAST;THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 68°59'50" AN ARC DISTANCE OF 72.25 FEET TO A SUBSEQUENT POINT ON THE RIGHT-OF-WAY UNE OF SEA OTTER PLACE,*1 A RADIAL LINE TO SAID POINT BEARS NORTH 10°46"36"WEST, SAID POINT 3 BEING THE TRUE POINT OF BEGINNING;THENCE LEAVING SAID • RIGHT-OF-WAY LINE AND CONTINUING ALONG SAID CENTERLINE NORTH 2298'59° WEST 36.86 FEET; THENCE NORTH 70°11'03" EAST 68.57 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT 'A"; THENCE CONTINUING NORTH 70°11'03°EAST 191.01 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "B"; THENCE CONTINUING NORTH 70°11' 03" EAST 47.75 FEET; THENCE NORTH 03°56'1 3"WEST 29.37 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT V% THENCE CONTINUING NORTH 03'56'13-WEST 278.64 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT V;THENCE CONTINUING NORTH 03°5613"WEST 16.33 FEET; THENCE NORTH 48'56'13"WEST 30.80 FEET; THENCE SOUTH 86°03'47° WEST 211.06 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT -E-;THENCE CONTINUING SOUTH 86°03'47" WEST 45.83 TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 100.00 FEET; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF ir 50'51° AN ARC DISTANCE OF 29.40 FEET; THENCE NORTH 77° 05'22" WEST 71.82 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT "F";THENCE CONTINUING NORTH 77° 05' 22" WEST 23.09 FEET TO THE BEGINNING OF C.M.W.D. 90-C-358 •"." • A • SHEET 2 OF 3 SHEET'S 1345 • •5 A TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 100.00 FEET; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF331128'316 AN ARC DISTANCE OF 58.37 FEET;THENCE SOUTH 89•281)7` WEST 1879 FEET TO A POINT HEREINAFTER REFERRED TO AS AiPOINT"kr;THENCE CONTINUING SOUTH 89628'07 WEST 77.42 FEET TO • THE BEGINNWG OF A TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 100.00 FEET; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 1815'40' AN ARC DISTANCE OF 28.96 FEET;THENCE SOUTH 043003'47"WEST 25.13 FEE- 11 THENCE SOUTH 41•03•47' WEST 11.03 FEET TO DE BEGINNWG OF A TANGENT CURVE CONCAVE EASTERLY HAVING A RADIUS OF 390.00 FEET;THENCE ' SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 07•1419* AN ARC DISTANCE OF 49.31 FEET TO A POINT HEREINAFTER I I REFERRED TO AS POINT 'H"; THENCE CONTINUING ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 459925" AN ARC DISTANCE OF 308.51 FEET; THENCE TANGENT TO SAID CURVE SOUTH 11.3020° EAST 39.89 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT *r;THENCE 111 CONTINUING SOUTH 11°30'20'EAST 8823 FEET;THENCE SOUTH 7910020` EAST 53.19 FEET; THENCE NORTH ersriur EAST 54.30 FEET; THENCE SOUTH 79°0020" EAST 11048 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT 'X;THENCE CONTINUING SOUTH 79'0020" EAST 128.73 FEET; THENCE SOUTH 34•0020° EAST 47.87 FEET; THENCE NORTH 137•41'016EAST 18.51 FEET TO A POINT ON THE RIGHT-OF-WAY OF SEA OTTER PLACE, SAID POINT BEING ON A 60.00 FOOT RADIUS CURVE CONCAVE EASTERIX A RADIAL UNE TO SAID POINT BEARS SOUTHarum.WEST.THE SIDEUNES OF SAID 15.00 FOOT WIDE STRIP OF LAND ARE TO BE LENGTHENED OR SHORTENED TO MEET AT ALL ANGLE POINTS AND TO TERMINATE AT THE RIGHT-OF-WAY UNE OF SAID SEA OTTER PLACE. ALSO STRIPS OF LAND 15.00 FEET IN WIDTH LYING 7.50 FEET ON EACH 1 SIDE AND PARALLEL WITH THE FOLLOWING DESCRIBED CENTERLINES: BEGINNING AT THE AFOREMENTIONED POINT THENCE SOUTH 19"4857" EAST 70.00 FEET TO A POINT OF TERMINUS. BEGINNING AT THE AFOREMENTIONED POINT 'B"; THENCE SOUTH 31•4018* EAST 38.57 FEET TO A POINT ON THE SOUTHEASTERLY LINE OF SAID LOT 27.TIE IMELINES OF SAID 15.00 FOOT WIDE STRIP OF LAND ARE TO SE LENGTHENED OR SHORTENED TO MEET AT ALL ANGLE POINTS AND TO TERMINATE AT THE SOUTHEASTERLY UNE OF LOT 27. ALSO STRIPS OF LAND 10.00 FEET 64 WIDTH LYNG 5.00 FEET ON EACH SIDE AND PARALLEL WITH THE FOLLOWING DESCRIBED CENTERLINES: BEGINNING AT THE AFOREMENTIONED POINT '0";THENCE NORTH •C.M.W.D. 90-C-358 I .11.11111111= —...„• . • . .. SHEET 3 OF3 swers 134 0 ... , 86°03.4r EAST 26.00 FEET TO A POINT OF TERMINUS.••h BEGINNING AT THE AFOREMENTIONED POINT Plr;THENCE NORTHmomEAST 26.00 FEET 70 A POINT OF TERMINUS. BEGINNING AT THE AFOREMENTIONED POINT "F";THENCE SOUTH 12°54'38" WEST 19.00 FEET TOAPOINT OF TERMINUS. BEGINNING AT THE AFOREMENTIONED POINT "H"; THENCE NORTH 56°10'5? WEST 22.60 FEET TO A POINT OF TERMINUS.THE SIDELINES OF SAID 10.00 FOOT WIDE STRIP OF LAND ARE TO BE LENGTHENED TO r 111 TERMINATE IN THE WESTERLY LINE OF THAT PORTION OF THE PREVIOUSLY DESCRIBED 15.00 FOOT WIDE STRIP OF LAND HAVING A CENTERLINE RADIUS OF 390.00 FEE'T. BEGINNING AT THE AFOREMENTIONED POINT T;THENCE SOUTH I ' 78°29'40" WEST 22.50 FEET TO A POINT OF TERMINUS.•I ALSO STRIPS OF LAND 30.00 FEET IN WIDTH LYING 15.00 FEET ON EACH r 1SIDE AND PARALLEL WITH THE FOLLOWING DESCRIBED CENTERLINES: BEGINNING AT THE AFOREMENTIONED POINT °E";THENCE NORTH • 03°56134 WEST 12.50 FEET TO A POINT OF TERMINUS. 3 •BEGINNING AT THE AFOREMENTIONED POINT "0";THENCE SOUTH 20°31'53" EAST 16.50 FEET TO A POINT OF TERMINUS.-I ALSO A STRIP OF LAND 20.00 FEET IN WIDTH LYING 10.00 FEET ON EACH SIDE AND PARALLEL WITH THE FOLLOWING DESCRIBED CENTERLINE:iP i BEGINNING AT THE AFOREMENTIONED POINT "J";THENCE NORTH 10°5910" EAST 71.50 FEET TO A POINT OF TERMINUS. , 1 •' C.M.W.D. 90-C-358 066.1*II.....I 4 . I A 'Ores:.1347 +-t •Imo 15.0°°.,-.......I 21.4 N 'k".",.. -.v.15 00.•. . .412:''.IllaWrf°4‘tV •--------f 415 6.S; )t4 .A .....ep.„... -i.'1.11•1&"7 am44-.—=MUG .,,itq ..—garir E 211..11.'•...til A .4 b_...• is.00 a a .‘•r PT.Hr wit i N 85'03"47"EPT.Nr°pr. A w Ir50'51"I t R •10040' zit Ili 1L•19.401 fiICARLSBADTRACTNO.74— t I .,21 1 . 0. 1 i MAP NO.10372 *1 14 1 1 .1 1 LOT 27 .I it CV 15.00' ...1 t7.750..50* 1.! Ni I . '.1 SCALE I"-50' 1-•XI 1 &NOTE:EASEMENT DIMENSIONS SHOV64LiHEREONARECENTERLNIEDIMENSIONS.I I i . I I i-.; \,t.0 #14?a ., CURVE 1 I ; Va A ••6—"T"-- '59 50"I ..Afk...-PT."c"R as moo'.. W \IL ••72.25'I un ..• ..i ' La 1. ...k cr PT.air ..-,... -alttit.55:1•••iii".At PT.sse 1:1)*).••L"#.....0'...VW ..'f ISifsi:-•-110 dif.tbm -.:1) I -..."'".1::-•-''-- ..456'.0 09/ LOT 26 \'i!...--S'Iti". 1 1V / ...v ...lf %"17.3 0174 Zitistatil. 14$PAIL 14..s.s$ 'EASTERLY , r. -Is -'•'e 0.7-CORNER -4 t.:,---../ 1"" i.146...3.1.41 t z o .- .....\424 IA r OP6 EXHIBIT "B'- 7...4-..m......._‘...:..00 stN79.„f_a?.1'\se.4*1 4.`SHEET 1 OF 2wzo• 1•A \,.../*'DIE AUSTIN HANSEN GROUPN—6 - 4.6 -or ,S.R.O.W.10035 BARNES CANYON ROADF11612.51".„6V•SAN DIEGO,CALIFORNIA 92121 'Vr (619)652 -1010 6 '-i 14'..A CMWD 20-C-3580 ......1 1 .... 4 . / I •I*.. .40 •.\\1348 , 50...T.: .."' 42?kZ4ZiV.J •It ."'"1121:......1.1. ' ........•°11'e.'...r.• .40.6 #•...Vim., ../••1 rt. 1 XI , • PT."0'Fr."r•• , 1 4 4 )•A w 551.6131". a .1(.'55440"ft a mac' R i WOO.I.•sayr PT.lin //4.II mit .5ii•44+v‘..# L LOT 27 R •1/30•°()_,/aV 4 0),\0.)t.=29.17 ./ Ai *a NorIt. I I/1 **Y aro n4)..%..-- .-.VP.4.I iI/• 1 /1.I/: 1 1 g LLI 4.1 I1/ 1 i r)CARLSBAD TRACT NO.\74-21 c) 1 -4I i !"7. ce 50' —4 1-15.00' I I P MAP NO.10372 tsI v.) I 1 NO1E; HEREON AREEASEMENTCEN1ERUNE DIMENSIONDIMENSIONS.S SHOWN 1SCALE1"=60'I 1 71 I 1 1 ttl \a 111 64 1 1 %1 ini."r LOT 26 moo..34f20.00. i .• ..• moo.tre-42..4 1 %- .rc itik --I A- I i b \..l VA'S**. i•I tog'w '8.‘41 •i CV..-oi lait 1 a.:45 41z.f3-iv'6s.""' --1.10441'1 f`.—*- J ix "t....NI.414,.,I"••••....---h?l'Z''—..R.o.w. H 0 •20"itif.-----.„--2---. r‘4.-z "9537711 239.41*—:—'.A. 1 VP'20-vfi,4/ 1/4 ‘......„-I:g \1EXHIBIT"B"#.\r r SHEET 2 OF 2 40"THE Ausnti HANSEN GROUP 61"•• 10035 BARNES CANYON ROAD cmWD 90—C-358 ek • SAN DM.CAI$ORNIA 92121 ....- (619)552-1010 V ,.... i 1 1 ' .' . 4.._ • .....•..• LOCATION MAP 1349 _. 4. -,-,-7:56-:-.:..- -------4.18 - 7.7.5‘e ...44;$5.49. 4.49.skeiti *l'.:.• --......-le ---.A (*/ ok 1 CARL SHAD TRACT NO1174 -21 4. •// 1 •//0.•MAP NO.10372 I • •//:.r..li • till lit. •I I I1 40ta.ie.:LOT 27 I ./...70. ‘.:4111 .1 il •'0 /111 0 "Irl'r..•4•51t.:C.I: 11 .. •i LOT 26 ri i o ..4....t.... ---.-- 4. ssi.iiNI.:. i 3 117 [Fi :.47•S ..CI CURVE C2 • ",A as 91'45141 lr. •41 -I..96.09'•l zIvy. te .." 430r •.-. 1ft. s't CURVE CI I bi0 A .i 81f1417"*R s.60.00'1 L.°.92.41' 1 /"t Ni• WE o N Illitimm AIRPOR1ROADPALO/h* VICINITY MAP Nom INE AUSTIN HANSEN IA52121 CROUP 10035 BMWS CiVFMN ROAO EXHIBIT '' C''SAN DECO.CALIFORN(510 552-1010 CMWD 90-C-358 1 !,'4 • • WardellTIMU011ad First Airimican This National Commercial Seneca D C It 2014-0183842AND WHEN RIMMEDRETURN TO: I I j 1111111111111111111111111111 MAY 06. 2014 2:58 PM REN R HAYHURST ESQ OFFICIAL. RECORDSSANDIE60 COUNTY RECORDER'S OFfICE BRYAN CAVE LLIP Ernest J. Dramonbus Jr.. COUNTY RECORDER 3161 MICRELSON DRIVE, SUITE 1500 aje FEES:'woo WAYS:4DA: IRVINE,CALIFORNIA 92612 1 4161 PAGES:35 11111111111111111111111111111111111111111111 (SPACE AllOVS THISLINS POR RSCIARDISTS US I DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (INCLUDING FIXTURE FILING) MADE BY CR SEA OTTER, LLC, a Delaware limited liability company 11990 San Vicente Boulevard, Suite 200, Los Angeles. California 90049 Hereinafter referred to as "Trustar" TO • FIRST AMERICAN TITLE INSURANCE COMPANY 4380 La Jolla Village Drive, Ste. #110 San Diego, CA 92122 Hereinafter referred to as "Trustee" IN FAVOR OF CALIFORNIA BANK & TRUST, a California banking corporation 1900 Main Street. Suite 200. Irvine. California 92814 Hereinafter referred to ae 'Beneficiary" TERM LOAN AMOUNT:320,491,540.00 Dated as of May CP. 2014 • 618062 __. emonuocumuumm......-- •. TABLE OF CONTENTS PAW 1.BASIC PROVISIONS 3 1.1 Amount of Loan; Lampoon:emits a 1.2 Grant at Security ihPremeatt s 1.2.1 Real Property 8 1.83 Improvements a 1.2.3 Personal Property ............... ......-......-......--..........................-..-....—....-3 1.2.4 Apps at Real Properly 3 1.2.5 Rents 8 1.1.6 Proceeds 3 1.2.7 Other Collateral —8 1.8 Obligations Secured 3 1.3.1 Note Permeate 8 1.8.2 Performance tithe Dead of Trust Obligations.4 1.3.8 Payment of Advanced SUMS 4 1.8.4 Paymentif PUSAlle Advances 4 1.8.5 Performance ofthe Loan Obligations 4 1.3.6 Payment of Costs and Expenses 4 1.4 Warrantyantis —4 2.COVENANTS OF TRUSTOR '5 2.1 Performance 5 2.2 Insurance —5 2.8 Assignment of Proceeds 5 2.8.1 Definition ofProceeds 5 2.3.2 Application of Proceeds 5 2.3.3 Applicinion of Insurance Proceeds .6 2.4 Property Tazol and Alannialent.6 2.6 Mechanic.. Liens-—........ .....—6 d -2.6 Taxation of Deed ins;8 2.7 Perfectionof Semi*7 2.8 Assignment &ROAR and Income.7 2.8.1 ScapaatAsakaaann •7 (a)Rents -...7 (b)Laws 7 (c)Security Deposita ..—..7 2.8.2 Assimintent.—7 2.8.8 Grant of License .8 2.5.4 Revocation ofUrea*8 2.8.5 Appointment of Truster as Agent far Beneficialy ....--._ ..........................w 8 (a)Purple OtAPPOinUliaat 8 (b)Notice to Truster To Act as Agent 8 (c)Deposit ofRents.CoUscied 8 (d)Pullout d'Alene:.9 2.8.6 Collection by Beneficiary 9 (a)Notice to Lessees To Pay Rants to Beneficiary 9 (b)Enter and Possess the Property 9 (c)Specific Performance 9 698062 .i Deed otTrust 4 NIMIMMEN .'. • 2.8.7 Protection of laatliell 9 (a)Notice to Lessees of Assignment 10 (b)Reference to Assignment 10 (e)Occurrence of Event of Default 10 (d)Notice to Lessee To Comply With Leases 10 (a)Lessee's Reliance on Notice From Beneficiary 10 (f)No Duty for Lessee To Investigate 10 (g)No Assumption by Beneficiary ofLease Obligations 10 (h)Assignment Binding on Lessees 11 2.8.8 Application of Rents; Security Deposits 11 2.8.9 Covenants of Trustor 11 (a)No Amendment or Termination of Leases 12 (b)No Acceptance of Advance Rent 12 (c)Delivery of Lessee 12 (d)Beneficiary's Rights To Inspect Books and Records 12 2.8.10 Priority of Assignment; Further Assurances 12 2.8.11 Beneficiary Not Responsible far Trustor's Obligations 12 2.8.12 Termination of Assignment 12 2.9 Due-On-Sale Provision .12 2.10 Waste; Changes in Zoning; Subdivision 13 2.10.1 No Waste Permitted; Condition and Repairof Property.13 2.10.2 No Change in Zoning, CC8ifts, Etc 13 2.10.8 Governmental Permits, Licenses and Approvals 13 2.11 Books and Records 14 2.11.1 Books and Records Maintained by Tractor 14 2.11.2 Written Statement of Indebtedness 14 2.12 Defend Security 14 2.12.1 Debit*of Beneficiary 14 2.12.2 Payment of Defense Fees and Costs 14 .2.13 Damage and Destruction 2.18.1 Plan of Restoration 15 2.13.2 Construction Contract 15 2.13.3 Application of Insurance Proceeds 15 2.13.4 Conditions to Disbursement of Proceeds 14 15 2.14 Condeinisation 15 2.15 Security Agreement and Fixture Filing 2.15.1Deed of Trust Includes Security Agreement 15 2.15.2 Delivery of Financing Statements 15 15 2.15.3 No Other Security Interest Permitted 16 2.15.4 Rights DP=Default 16 2.15.5 Effect of riling of Financing Statement 16 2.16 Indemnification of Trustee and Beneficiary 16 2.16.1 Indemnification 16 2.16.2 No Liability of Tristor 16 2.16.3 Payment of Indebtedness 16 2.17 Insurance and Tex Impounds 17 2.17.1 Deposit Into Impound Account 17 2.17.2 Responsibility 17 2.17.8 Reliance 17 2.17.4 Funds in Impound Account 18• 2.17.5 No Cure or Waiver 18 698062 is Deed of Trust ,- IV`, S.EVENTS OF DEFAULT .18 8.1 List of Eventa of Default ..»...».....18 3.1.1 Failure To Make Nose Payments 18 3.13 Breach of Loan Agreement•and Died of Trust Covenants 18 3.1.3 Violation ofDice-On-Sale Provision 19 •3.1.4 Other Events of Default 19 3.1.6 Notice and Curs Rights 19 .4.REMEDIES FOR DEFAULT 19 • 4.1 List ofRemedies for Default.19 4.1.1 Acceleration of Dele...--........ ...................-........ ... ................. .-................19 4.1.2 Enter and Possess Property»._....»......_.....19 4.1.8 Assemble and Delver Personal Property ..‘...19 4.1.4 Judicial. Foreclosure 19 4.1.5 Poorer ofSale •19 4.1.6 Appointment of Receiver ...........-.-....._..... ............._19 4.1.7 Other Rightsend Remedies 20 4.2 Sale of Property 20 4.2.1 Record Notiessel Default and Sale 20 4.2.2 Right To Postpone Sale 20 4.2.3 Sale of Multiple Loto/Pereele 20 42.4 Right To Purchase atNonjOdicial Sale 20 4.2.5 Deed at Sala •20 4.3 dedication ofProceeds 20 4.4 Waiver of Rights. ......»....4 ,..,..,.»..».»........»..,21 4.6 ReatedisoAre Cumulative 21 4.6 Payment of Expenses .21 '4.7 No Cure or Waiver...........•....... ..-...21 4.8 Power To File Notices and Defaults-21 II MISCELLANEOUS 21 5.1 Invalidly -21 5.2 Statement ..2211 5.3 Mikes .22 5.4 RIghti-of Benefsclay To Release Debtors or Security 22 5.5 Inspection Rights 22 6.6 Full &conveyance 22 5.7 Governing Law.22 6.8 Subsequent Trustars and Beneficiaries 22 5.9 Ileedinp; Underlining i 22 5.10 Waiver .22 5.11 Successors and &signs - 5.12 Joint and Several Liability 28 5.18 Montana of Trot;POIllitS and Dutlee ofTrustee 23 5.14 Removal of Trustee 23 5.15 Subrogation 23 5.16 Ststutes of limitation.23 . '5.17 rune Of the Emence '2a 5.18 Requests For Notice '28 5.19 Attorneys' Fees .•23 .• MOBS iii.Dead*Must '. 411110"EMIMilin • 5.20 Partial Release 23 6.21 Saving. Clause 23 5.22 Prohibited Drug Law Activities.24 . 6.23 BecomesProw Error! Bookmark not defined. • • siamirrs: Exhibit *A'Legal Description Exhibit "13"Description of Personal Property for Fixture Filing • • 698062 iv Deedof Trust MOM • CALIFOR.NIAIBANKTit usr TRUST DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (INCLUDING FIXTURE FILING) RECITALS A.This DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (INCLUDING FIXTURE PILING) ("Deed of Trust") is being executed by CR SEA LLC, a Delaware limited liability company, whose address is set forth above ("Truator"). B.Trustor is the owner of the real property described in the attached Exhibit "A"("Real Property"). C.This Deed of Trust is being executed by Truator to FIRST AMERICAN TITLE INSURANCE COMPANY ("Trustee"), whose address is set forth above,in favor of CALIFORNIABANK & TRUST,a California banking corporation ("Beneflolore).whose address is set forthabove. D.All terms not specifically defined herein shall have the meanings set forth in theLoan Agreement. DEFINITIONS "Action" shall mean any legal or equitable proceeding brought before a court,tribunal, administrative court, arbitrator, mediator or other forum for alternative dispute resolution. "Beneficiary"shall mean CALIFORNIA BANK fis TRUST,a California bankingcorporation.• "CCIMIs"shall mean any and ail agreements setting forth conditions,covenants, restrictions, easements, reservations, rights and rights of way for the Property. "Collateral'shall mean the definition set forth inExhibit "B"below. "Compensation" shall mean the definition set forth in Section 2.14 below. "Deed of Trust" shall mean the definition set forth in Recital "A"above. "Default Interest Rate" shallmean the definition given to such term in the Note. "Event of Default" shall mean any Event of Default defused in the Deed of Trust. LoanAgreement and Note. "Future Advanced' shall mean the definition set forth in Section 1.3.4 below. "Governmental Authority" shall mean the definition set forth in the Loan Agreement "Guarantor" shall mean the definition set forth in Loan Agreement. "Impound Account" shall mean the definition set forth in Section 2.17 below. 895062 1 Deedof Trust _. memissur "Improvements"shall mean,without limitation,all present and future structures. buildings,improvements,appurtenances and fixtures of any kind on the Real Property.all apparatus, equipment end appliances used in connection with the operation or commons.'tithe Real Property. and all window covering% drapes and rods, carpeting and floor coverings,It being intended and agreed that all such items will be conclusively considered to be part of the Real Property conveyed by this Deed of Trust, whether or not attached or affixed to the Reel Proeett3"- - "Leases" shall mean the definition set forth in Section 28.100 below. "Loan" shall mean the definition set forth in Section 1.1 below. "Loan Agreement" shall mean the definition set forth in Section 1.1 below. "Loan Documents" shall mean the definition set forth in Section 1.1 below. "Note" shall mean the definition set forth in Section 1.1 below. "Obligation? shall mean the definition set forth in Section 1.8 below. "Permitted Encumbraticrie shall mean. collectively. (a) the liens and security interests created by the Loan Document% (b) all liens, encumbrances and other matters expressly set forth in Schedule A or Schedule B of the "Title Insurance Policy"(as defined in the Loan Agreement); (c)statutory liens. for all real estate and personal proPerty taxes. assesionents, water rates or sewer rates,if any, levied by any Governmental Authority not yet due or delinquent; and (d) such other encumbrances and liens as Beneficiary shall approve in writing (in its reasonable discretion) from time to time. "Personal Property" shall mean the definition set.forth in Section 1.2.3 below. "Prevailing Party" shall mesa (a) the party who brings an Action against the other after the other is in breach or default,if such Minn i.dismissed upon the other's payment of the sums allegedly due ar upon the other's performance of the covenants allegedly breached, or (b) the party obtains substantially the relief sought by it,whether or not such Action proceeds to a hearing, a trial on the merits, or a final judgment or determination. "Proceeds« shall mean the definition set forth in Section 2.3.1 below. "Property" shall mean the real and personal property described in Sections 1.2.1 through 1.2.7 below. "Real Property' shallmean the real property described in the attached Exhibit "A". "Rents" shall mean the definition set forth in Section 2.8.1(a) below. "Security Deposits" shall mean the definition set forth in Section 2.8.1(c) below. • "Subdivision" shall mean the definition set forth in Section 2.10.3 below. "Trustee" shall mean First American Title Insurance Company.and its successors and assigns, under this Deed of Trust. "Trustor" shall mean CR SEA OTTER, LLC. a Delaware limited liability company. 698083 2 Deed of Trost immoramosimiemmummig ONNINN0111410011A MI 1.BASIC PROVISIONS. 1.1 alsassionigniuldnapDonumanki.BeneficiaryY making •Wilt loan to 'riveterin an amount not to maned Twenty Stallion Four Hundred Ninety-One Thousand Five Hundred Forty Dollars ($20,401,540.00) ("Loan").The Loan is evidenced by a promissory note of even date herewith ("Note"), executed by Trustor in favor of Beneficiary.The terms and conditions.of the Loan are evidenced by and subject to the terms and conditions of that certain Term Loan Agreement ofeven date herewith Moan Agreement')executed by Trustor and Beneficiary.All present andfuture agreements executed by Trustor in favor of Beneficiary and relating to the Loan collectivelyshall'be referred teas the "Loan Documents." 1.2 Grant of Security in Property,In consideration of the Loan,Truster herebyirrevocably grantir, conveys, trawlers and swim to Trustee, its successors and negro.In trust, with power of sale and right of entry and possession as provided below,all of its present and futureestate,right, title and interest in and to the following described property now or hereafter acquired("Property: 1,2.1 Eggienaguly.The.Real Property, and allminerals, oil, gas and other hydrocarbon substances on or under the surface of the Real Property (to the extent owned by Traitor), as well as all development rights, permits, licenses, air rights, water. water rights, and water stock relating to the Real Property. 1.2.11 Improvement*.All items listed as"Improvements" on Exhibit "B" attached hereto. 1.2.3 Personal The term "PersonalProperty" shall include:(a)all property described in Exhibit "B"etteched hereto; (b)all Proceeds;and (c)all Rents. 1.2.4 Apultenaneee of Real Property.Allappurtenancesof the Real Property and ell rights of Truator in and to any streets, roads or public places, eaaementwor rights of way. relating to the Reel Property. • 1.2.5 lents.AB Rents and all rights of Truetorunderall present and future leases affecting the Real Property. including but not limited to anysecurity deposits. 1.2.6 homed&All Proceeds and all claims arising on account of any damage to or taking of the Real Property or any Improvements thereon or any part thereof, and all causes of action and recoveries for any lose or diminution in the value of theReal Property or any Improvements. 1.2.7 Other Collateral MI other Collateral pledged by Trustor as security for the Loan. 1.3 Qhligsagnialgqiind.This Deed of Trust secures the following obligations("Obligations'): 1.2.1 Nabs Payments.Payment and performance of the Note, includingall extensions, renewals and modifications of the Note. 098062 .3 Deedof Trust • • • 1.3.2 Performance of the Dead of Trust IDholm&The performance of Trustor's obligations under this Deed of Trust and the Loan Agreement 1.8.1 ranneatstbduasaiLaures.The payment of all sums advanced or paid out by Beneficiary or Trustee under any provision of this Deed of Trust, at to protect the security of this Deed of Trust, together with interest thereon as provided herein, should Trustor fail to make any payment or to do any act as herein provided in connection with the rights granted hereunder. Beneficiary or Trustee, without obligation so to do and without notice to or demand upon Truster and without releasingTraitor from any obligation hereunder. maY make any payment or do any act in such manner and to such extent as herein provided or as either may deem reasonably necessary to protect the security hereof. •LEA PanisaLAL.latiin_Adransaa.The payment of the principal and Interest all other future loins or advances made by Beneficiary to Trustor (or any successor in interest to Truster as the owner of all or any part of the Property) when the promissory note evidencing such loan or advance specifically states that it is secured by this Dead of Trust ("Future Advances"). including all extensions. renewals and modifications of any Future Advances. 1.83 Performance of the Loan Obligations. The performance of Trustor's obligations under the Loan Agreement and under all other Loan Documents including, without limitation, Trustor's payment and/or reimbursement ci outntpockst costs,charges,fees and expenses reasonably incurred by Beneficiary in connection with (i)the enforcement of any of Bellefidarell rights under the Loan Documents (including court meta, reasonable fees of outside counsel and expert whams charges, whether incurred in any court action. arbitration,mediation,alternative dispute resolution forum,appeal proceedings or bankruptcy proceedings involving Trull*.or any Guarantor),Cu)Beneficiary's or any receiver's entry upon and taking possession of all or any part of the Property.Oh)any reappraisal or updated appraisal of the Property obtained by Beneficiary, either following the occurrence of an Eventof Default or pursuant to the terms of the Loan Agreement, and (iv) Beneficiary exercising any of its. rights under Article 4 below. 1.3.6 2121111111—lit-repallUMA-AMIIMa.The payment of any and all actual. out-of-pocket costs and expenses (togetherwith interest on inch sums at the Interest Rate set forth in the Note. which amount shall be the Dafttult Interest Bate ifnot paid within fifteen (16) days after notice from Lender) reasonably incurred by Beneficiary in connection with entering into possession of the Property, either by a court-appointed receiver or by any other legally permissible means, and. in connection therewith. and subject to the express limitations of this Deed of Trust and the other Loan Documents, assuming controlwith respect to the development, construction,operation,maintenance,repair and/or restoration of the Property and/or any Improvements thereon, enforcing all Leases and/or collecting all Rents due thereunder, and taking any And all other acts which Beneficiary shall reasonably determine to be reasonably necessary or desirable for the administration of the Loan and/or to enforce the proviiiions and carry out the purpose*of the Note, the Loan Agreement, this Deed of Trust and/or the other Loan Documents (including without limitation any appraisal and/or appraisal review fees. environmental consulting, inspection and/or review costs, property inspection fees, consultantexpenees and other similar costa). 1.4 %traria. of Title.Trustor warrants that, except as disclosed to Beneficiary in writing, 'rrustor lawfully possesses and holds fee simple title to the Real Property without limitation on the.right to encumber, and that this Deed of Trust is a valid first and prior lien on the Reel Property subject only to the Permitted Encumbrances.Truster, at its sole cost and expense, shall at all times keep. protect, defend, and maintain title to the Real Property free and clear of any liens or 698062 4 Deed of Trust • •- encumbrances that would-ar ore Maly to impair the validity or Prioritr of this Deed of Trust.Truster will not do or eviler any sot Or omission whereby the value of said Real ProPerIP. or henhereof or of any estate or title covered hereby. may be diminished or impaired la. any way.Trustershell timely rube all required lufficente under any other deeds of trust or other encumbrances which may now or hereafter affect the Real Property encumbered by this Deed of Trust and complywith all obligations hereunder.Should Trustee fail to make any such payment or comply with tinysuch obligation,Benelichey may. without notice to or authorisation from Truitor, and without releasing ?motor from any obligation hereunder or under said deed of trust or other ancumbriume, pay any sum which may be owing under any other deed of trust or other execumbrance or otherwisecure any default of Truster thereunder. and the sums so expended by Ranaftabuy shall be seemed hereby and shall be immediately due and pereble by Truster to Ihassficiary, and shall beer interest at the "Default Interest Rate" provided for is the Note until paid. Any default (after the passage of any applicable notice, grace or cure period) under any other deed of Inset or other encumbrancewhich may now or.hereafter salve the Property encumbered by this Deed of Trust shall constitute adefault hereunder. 2.QOVICNOTEI OF TRUBTOR. To protect the security of this Deed of Trust. Woolley agrees: Al Pte.To pay all indebtedness and perform all other Obligations that aresecured by this Deed (stirred inacoordanoewith their terms. 1112111222212.Trustor Asa Comply with all of the policies of insuranoe for Truitor •and/or the Pruporty as est forth in Sectional (and all subroutine them e° of the Loan Agreement.In the eventofTrustorls tante to obtain or Mid:gain any of said ephores of insurance, firasaficiaryupon giving notice to Traitor rosy procure wit insurance to be effected upon Beneficiary's interestor upon the interest of Trustee or upon the fabulist of the centers of said Property and in theirnames,and Beneficiary are pay and expend for premiums for such insurance mach MUDS 10 BeneSsiery may deem to be reasonably sereseary.At ha option.in its own MAI% Bensikaary shallbeentitled to omenianak emir in and pro:smuts any action or proceedings. or to me*any•compromise or settlement,inconnection with such 10111.tatilig ordamage. it•It AiMktuseautathoggada. 8.1 _222022112.Thee term"Preambles*shall Mean all wwarines prone& an the Plops %and all MMs of eetiOns Clohne.COMPOIllidieng awards recoveCisofor tie dame% 0oudelooldlon or Wall of all or any Pert cf .'the Property or Srsay dosages" injury toit orfor tiny lose or diminution in value of the Property.All Proceeds are hereby assigned to and elan be paid to Beneficiary to be applied.At )3ergefielery'soption, Benefisiary wry weer in anti prooseute (either in its own name or in the num ofTruster) or participate in any suite or proceedings relating to any such proosedas causes of actions,*WiwiCompeasariork awards or recoveries and may adjust, compromise or settle any claim in connectiontherewith. 4122lieSikant$21222d2.flub**to theprovisions ufSection U.S below. Beneibliary shall apply any Preemie receited by it as ailoWs: Bret,to the payment ofall of Beneficiary•• rilasignsige, outosilliOckai onto and expenses Cutoludherbid notlimited to reasonehle atiteneye limaof outside casts()Incurred itt obtaining those sums. ettdi then,in Beneficiary% sole discretion and without reward to the adequacy °fits security, to the Perntent of the indebtedness and other Obligation incased by this Deed of Trust.Any aPPlicittiOn of such fonds to the indebtedness secured hereby shell not be construed to cure or waive any Event of Default orinvalidate any sets ofitenefietery or True*.arising outofmuch Event oiDe/ault. NSW 5 Deed efTrust _. 11111111111 LIU iiiarlicatioa of Insurance Proceeds. Notwithstanding the foregoing, any insurance proceeds or condemnation or eminent domain awards (in addition to any hinds provided by Truster. as est forth in Section 2.13.3 below) shall be applied to the restoration of the Property pursuant to Section 2.13 below, provided that (a)The Improvements on the Property are able to be restored in their entirety with such proceeds or awards. plus any additional sums provided to Benefaciery by Truetor; (b)No Event of Default exists under any of. the Loan Documents; and (c)The method for disbursement of any such proceeds or awards by Beneficiary for restoration shall be subject to the terms and conditions of Section 2.18 below. Provided.. however,that nothing herein shall prevent Beneficiary frau applying any such proceeds or awards andfor Trustor's funds in accordance with the terms of Section 2.8.2 if,as required by California law, Beneficiary is able to demonstrate that its security for the Loan has been impaired. 2.4 property Taxes and Assessment*.Trustor agrees to pay prior to delinquency all taxes, fees, impositions, and assessments which are or may become a lien on all or any portion of or interest in the Property or which are assessed against the Property or its rents. royalties, profits and income; provided, however. Truator may in good faith contest any such taxes, fees, impositions and assessments by appropriate administrative or judicial proceedings as long as Truster complies with the terms and conditions set forth inSections 2.5.1 to 2.5.6 below. 2.5 Mechanic's IMO*Trustor also agrees to pay when due all lawful claims and demands of mechanics,materialmen.laborers and others for any work performed or materials delivered with respect to the Property.Truster may in good faith contest any such claims by appropriate administrative or judicial proceedings as long as: 2.5.1 Trustor has,in Beneficiary's judgment. a reasonable basis for such contest; 2.5.2 Truster part, prior to the date any interest or penalties will attach thereto, any portion of any such claims that Truster does not contest; 2.5.3 Trustor's contest will not result in or pose any material risk of the seizure. sale or imposition of a lien upon the Property or any portion thereat 2.5.4 Trustor delivers to Beneficiary such bond or other security as Beneficiary may require in connection with such contest; 2.5.5 Truster at all times prosecutes such contest with due diligence; and 2.6.6 Truster pays, prior to the date any interest or penalties will attach thereto. the amount of the disputed claim that is determined to be due and owing by Trustor. In the event that Truster does not make any payment required to be made pursuant to subsection 2.5.6 above, Beneficiary may draw or realize upon any bond or other security delivered to Beneficiary in connection with the =test by Truster.in order to make such payment. 2.6 Taxation ojDopd of Trust.In the event of the passage after the date of this Deed of Trust of any law of the State of California deducting from the value of land, for the purpose of taxation, any lien thereon, or changing in any way the laws now in force far the taxation of deeds of 498062 6 Deed of Trust 111111111110111mswai6wroweatilidliiiiilli • trust or debts secured by deeds of trust for state or load purposes or the manner of the collection ofsuchtereaseasto affect this Deed of I'rust. the entire principal balance under said Note, togetherwith all eacreed Interest thereon, at the option of B000diaisgr. shall become due and payable withinninety (00) days of Beneficiary's written demand: provided.however.that such option shall beineffectiveifTruster is permitted by law to pay the whole of such tax,in addition to all otherpayments required hereunder, and,if prior to such apecified am% Truster doss pay such ter andepees to pay any sigh tax when hereafter levied or messed against the Property, and suchagreement shall constitute a modification of this Deed Wheat. 2.7 Radisakftsfiewitz Truster agrees to exectde and deliver to Beneficiary, from time to time within thirty (30) days' fallowing Beneficiary** written request therekes and at Trustor'scost and exthe .any documents required to perfect and continue the perfection of Beneficiary'sinterest in Properly. Asalsougantlanagatingem 2.3.1 BenneigAngionmard.This assignment is intended to confer upon Beneficiary all rights, and impose upon Tiwitai all obligations. under CivilCode Section 2030 and is intended to be construed in accordance with said sanatory requirement*.Trustor hereby absolutely and irrevocably grants,sells,assign*,transfers and sets over toBeneficiary: (a)Rube All of the Mk.issueey proilts,royalties,income.cashproceeds.Security Deposit and other benefits (collectively *Rental now existing or hereafte created and effeethil all or any portion of the Property or the use or occupancyereof. (b)Lams All of Trustor's right, title and interest in and to all leases,subleases.subtenancies,licenses.arcupancy agreements and oonosesious teeming theProperty or any portion thereof or apses therein now or hereafter existing, including all modificaticms, amendments, extenekais and removals thereat and all rights and privilegesincident thereto (collectively "Leases".Notwithstanding any provision of this Section 2.8 tothe contrary. Truism may enter into. amend,mod*or terminate (in the ordinary course of'Praetor's business). arty Lease for all or Ur Onion of the Property if: (i)the Leases are en forum which ars substantially similar in form and content to the forms ofleases tor exieting tenants submitted to Benefirristy inconnectionwith the closing al the Loan or as otherwise approved by Beneficiary in writingduring the tens of the Loan; (ii)the terra of the Leases is not less than three (3) years normore than ten (10) years; and (iii).the rental sates are consistent with market rates at the timeof entering into the lasses. of liagneikelbrogaba.All security deposits,guaranties and other • security now or hereafter he/A by Traitor as security ibr the performance of the obligations of the lessees under the Leases (collectively Wieettrity Deposits"). L8.2 Aeggigesnane.This assignment is intended by Truster and Beneficiary to mate and shall be eonstrued to crane an assignmentto Beneficiary ofall of Trusters right, title and interest in the Bente and in the Lessee.*Praetor and Beneficiary MOO 7 Deed of Trost •• • further agree that, during the term of this assignment, the Rents shall not constitute property of Trustor (or of any estate of Trustor) within the meaning of 11 U.S.C. Section 641, as amended from time to time. 2.8.8 Grant of By its acceptance of this assignment and so long as.an Event of Default shall not have occurred and be continuing hereunder, Beneficiary hereby grants to Truetor a revocable license to enforce the Leases, to collect the Rents. to apply the Rents to the payment of oasts and expenses incurred in connection with the development, construction,operation,maintenance,repair and restoration of the Property,and to any indebtedness secured thereby and to distribute the balance,if any, to Trustor. 2.8.4 Revocation of License.During the continuance of an Event of Default., Beneficiary shall have the right to revoke the license granted to Trustor hereby by giving written notice of such revocation to Trustor.Upon such revocation. Trustor shall promptly deliver to Beneficiary all Rents then held by Trustor and Beneficiary shall thereafter be entitled to: (a)enforce the Leases, to collect and receive,without deduction or offset, all Rents payable thereunder, including, but not limited to, all Rents which were accrued and unpaid as of the date of such revocation; and (b)apply such Rents as provided in this Deed of Trust. Upon Beneficiary's acceptance of the cure of any Event of Default, the license granted hereby and Truator's right, title and interest with respect to the Leases and Rents shall automatically be reinstated without any further action by Beneficiary, Trustee or Truator. 2.8.6 Annointinent of Trustor as Agent for fientlallarY. (a)EnnteltatARRnisMillat.Upon such revocation as set forth in the preceding Section 2.8.4. Beneficiary may, at its option, appoint Trustor to act as agent for Beneficiary for the purpose of: (i)Managing and operating the Property and paying all expenses incurred in connection therewith and approved by Beneficiary- ,(0)Enforcing the provisions of the Leases. (iii)Collecting all Rents due thereunder. (b)Notice to Truster To Act as Agent. Upon the revocation described in the preceding Section 2.8.4,ifBeneficiary so elects. Beneficiary shall give written notice to Truster to act as agent of Beneficiary for the purpose or purposes specified in such notice (which purposes shall be limited to those set forth in clause (a)above).Trustor shall promptly comply with all instructions and directions from Beneficiary with respect thereto. Trustor shall not be entitled to any management fee, commission or other compensation unless expressly agreed to in writing by Beneficiary. (0)Penoidt of Rents Collected.All Rents collected by Trustor as agent for Beneficiary pursuant to this Section 2.8 shall be immediately deposited in an insured account in the name of Beneficiary in a bank or other financial institution designated by Beneficiary.All Rents collected by Trustor and all amounts deposited in such 699062 8 Deed of Trust ._ • account, including interest thereon, shall be the property of Beneficiary and Truster shall notbeentitled to withdraw any amount from such account without the prior written consent ofBeneficiary. (d)funggeOLAgesay.The agency hereby created shall be solely responsible for the purpose of implementing the provisions of this assignment and collectingthe Rents due Beneficiary hereunder.Nothing contained herein shall place upon Beneficiary the responsibility for the management, control. operation, repair, maintenance or restoration of the Property, nor shall Beneficiary be liable under or be deemed to have assumed Trustor'sobligations with respect to the LOW" in each case,unkas and until Trusty is divested ofpossession, ownership or control of the Property as a result of the exercise by Beneficiary of its remedies hereunder and under the other Loan Documents, and in all cases except to theextent any Liability arises from the pose negligence or willfid misconduct ofBeneficiary or •its agents, employees. contractors or authorised representatives.Beneficiary may at any time terminate the agency relationship with Truster by written notice to Trustor. LiLd resllgelimittagitailginex.During thecontinuance of an Event of Default, Beneficiary shall have the right,in addition to the rights granted pursuant to this Section 2.8, to collect all or any portion of the Rents assigned hereby directly orthroughacourt-appointed receiver or pursuentto a notice to the lessees or by any other means setforth in Civil Code Section 2988(c).Such rights shell include without limitation any and all of thefollow'mg: (a)Nniiga-lit-Imaaggajninzigoidekakkaaduz.The right tonot*the lessees under the Leases. with or without taking possession of the Property, to• demand that all Rents under such Lenses thereafter be paid to Beneficiary; (b)adier and Possess the Property. (i)The right to enter into possession of the Property, either by a court-appointed receiver or by any other legally permissible means; (H)to assume control with respect to and to pay all expenses incurred in connection with the development, construction. operation, maintenance, repair orrestoration of the Property; (110 to enforce all lames and to collect all Rents due thereunder, and to apply all Rents received by Beneficiary as est forth herein; (Iv)if ordered by a court of competent jurisdiction,to amend, modify, extend, renew and terminate any or all Leases or to execute new Leases; and (v)to do all other acts which Beneficisury shall determine, in itsreasonablediscretion.to be necessary or desirable toWit;and carry out the purposes of this (o)Ifignsing_Piegignegnes The right to specifically enforce theprovisions of this assignment and,ifBeneficiary shall so elect, to obtain the appointment of areceiver pursuant to and in accordance with the provisions of this Deed of Trust. 2.8.7 Bratnatian_oLidatam.Truster andBeneficiary epee that all lessees under any new Leases entered into from and after the date hereof 595002 9 Deed of Trust • shall be bound by and required to comply with the provisions of this assignment.In connection therewith, Truetor and Beneficiary further agree as follows: (a)hitesItainiaLOMNI4 (b)Reference to Assjgament All Leases hereafter executed with respect to the Property or any portion thereof shall contain a reference to this assignment. (c)1299112229192aitnaLaritafludtP During the continuance of an Event of Default. Beneficiary may, at its option, send any lessee a notice in compliance with Civil Code Section 2938(d) to the effect that: (i)an Event of Default has occurred and that Beneficiary has revoked Truator's license to collect the Rents; (ii)Beneficiary has elected to exercise its rights under this assignment and Civil Code Section 2938(d); and (iii)such lessee is thereby directed to thereafter make all payments of Rents and to perform all obligations under its Lease for the benefit of Beneficiary or es Beneficiary shall direct. (d)Notice to Lessee To Consitiv Witb Lewitt..Upon receipt of any such notice from Beneficiary. each lessee is hereby instructed by Truster and Beneficiary to comply with the provisions of such notice, to make all payments of Rents and to perform all obligations under the Lease to and for the benefit of Beneficiary or as Beneficiary shall direct.Such notice and direction shall remain effective until the first to occur: (i)the receipt by Lessee of a subsequent notice from Beneficiary to the effect that such Event of Default has been cured or that Beneficiary has appointed Trustor to act as agent for Beneficiary pursuant to this assignment; (ii)the appointment of a receiver pursuant to this assignment. in which event such lessee shall thereafter make payments ofRants and perform all obligations under the Leases as may be directed by such receiver; or (01)the issuance of an order of a court of competent jurisdiction terminating this assignment or otherwise directing such lessee to pay Rents and perform its obligationsin a manner inconsistent with said notice. (e)ms's Itelianmoin Notbie Ikon* Bquilfilim.Each lessee shall be entitled to rely upon any notice from Beneficiary and shall be protected against liability to Beneficiary with rooPect to any payment ofRents made pursuant to such notice. •(I)No. Duty far Lessee To Investigate.Each lessee who receives a notice from Beneficiary pursuant to this assignment shall not be required to investigate or determine the validity or accuracy of such notice or the validity or enforceability of this assignment. (g)by BeDefiChITY of Lease Obligation'.To the extent permitted by applicable law, the payment of Rents to Beneficiary pursuant to any such notice and the performance of obligations under any Lease to or for the benefit of Beneficiary shall not, in and of itself, be deemed to constitute and assumption of such Lease 198062 10 Deed of Trust IIMMONMINI ss •• by Beneficiary or impose upon Beneficiary any duly to return any Security Deposit to thelesseeandersuchLeaseunlessandtotheextentsuchSecurityDepositwaspaidtoBeneficiary by Truster. Saaignmenti_Bindinn_na_ligthm Ms Provisions of thisSection 2.8.7 shall be binding on and enfonsable by each lessee under any Lease now or hereafter affecting all or any portion of the Property. 2.8.8 Slinillailinualkukaingsdiz2gaqada.All Rents received by Beneficiary pursuant to this assignment shall be applied by Beneficiary thefollowing order of priority: (a)nit to pay any costs and expenses of collection of the Rents thatmay be incurred by Beneficiary; (b)gonad.to pay any costa and expenses incurred by beneficiary in connection with the development, construction. operation, maintenance, repair or restorationof the Property; (a)nitd.to the establishment of reasonable reserves for working • capital and for anticipated or projected costs and expenses of the Property,Winding, withoutlimitation. capital improvements which may be necessary or desirable or required by law; (d)Fagg&to the•payment of any indebtedness then owing by Pruator toBeneficiary; and . (a)Thereafter. to remit the remainder,if any, to the person or personslegally entitled thereto. (t)La_ogapialknumizazith. Trustor fUrther agrees that Rentsreceived by Beneficiary ftom any lessee may be allocated,if Beneficiary so elects,to thepayment of all current obligations of such lessee under its Lease and not to amounts whichmay be accrued and unpaid as of the date of revocation of Truster's license to collect suchRents.Beneficiary may, but shall have no obligation to, pursue any lessee for the payment ofRents which may be due under its Lease with respect to any period prior to the exercise of Beneficiary's rights under this assignment or which may become due theresfter.Beneficiaryshall not be liable to any lessee for the payment or return of any Security Deposit under any Lease imbue and to the extent that such Security Deposit has been paid to and received byBeneficiary, and 'fruster agrees to indemnier. defend and bold Beneficiary harmless from • and against any and all loses. claims, damages or liabilities arising out of any claim by alesseewithrespect thereto, except to the extant such claim, loss, damage or iisbdlity arisesfrom the gross negligence or willful misconduct of Beneficiary.Truster further agrees that the collection of Rents by Beneficiary and the application of such Rents by Beneficiary to thecosta expenses and obligations relined to herein shall not cure or waive any default or Event of Default or invalidate any act (including, but not limited to. any sale.of all or any portion of the Property or any properly now or hereafter securing the Loan) donein responseto or as a result of such Event of Default or pursuant to any notice of default or notice of sale issued pursuant to this Deed of Trust. 2.8.9 Covenants of Truagg.'buster agrees as • follows: 41114082 11 Ned of Trust __ 'IN • (a)Nallinandallitstionnbudicia-d-lamiall Trust=shall not enter into, amend.modify in any material respect or terminate any Lease of all or any portion of the Property, except in accordance with the provisions of this Deed of Trust or as otherwise permitted by the Loan Documents; (b)4o Acceptance of Advance Reel.Truster shall not accept advance rent in excess of one (1) month from any Lessee without the prior written consent of Beneficiary; (c)Bellyary.Atitaaane•Upon request by written notice to Trustor by Beneficiary. Truster shall provide Beneficiary with true, correct and complete copies of all Leases not theretofore provided by Truator to Beneficiary; and (d)attilindftreftliffhill291M"129"alLikgatali.Upon reasonable prior written request by Beneficiary. Truster shall make available to Beneficiary all books, records, financial statements and other information relating to the Leases,the collection of all Rents. and the disposition and disbursement thereof. 2.11.10 Priority of Aseittlinenta Further 4figammolia.Trustor hereby represents and warrants that the assignment hereby granted is a first priority assignment and that no other assignments ofall or any portion of the Rents or. the Leases exist or remain outstanding.Truster agrees to take such action and to execute, deliver and record such documents as may be reasonably necessary to evidence such assignment. and to establish the priority thereof and to carry out the in ten andt purpose hereof.If requested by Beneficiary. Trustor shall execute a specific assignment of any Lease now or hereafter affecting all or any portion of the Property. 2.9.11 Beneficiary Not Resnonsible for Dilator's Obligatieng.Nothing contained herein shall, in and of itself, operate or be construed to obligate Beneficiary to perform any of the term.covenants and conditions contained in any Lease or otherwise to impose any obligation upon Beneficiary with respect to any Lease, including, but not limited to, any obligation arising out of any covenant of quiet enjoyment therein contained in the event the lessee under any such Lease shall have been joined as a party defendant in any action to foreclose and the estate of such Lessee shall have been thereby terminated.Prior to actual envy into and taking possession of the Property by Beneficiary in accordance with the terms and conditions hereof, this assignment shall not operate to place upon Beneficiary any responsibility for the operation, control, care, management or repair of the Property or any portion thereof, and the execution of this assignment by Truster shall constitute conclusive evidence that all responsibility for the operation control,care,management and repair of the Property is and shall be that of Truster, prior to such actual entry and taking ofposeession. ftlat Tatnaillia9K-OfkihOMM‘A full and complete release and reconveyance of this Deed of Trust shall operate as a full and complete release of all of Beneficiary's rights and interest hereunder.Upon the recordation of such release and reconveyance,this assignment shall thereafter be void and of no further effect. 2.9 Due-On-Sale Provision.The Note secured by this Deed of Trust provides for. among other provisions, the following "Borrower acknowledges and agrees that the creditworthiness and expertise of Borrower in owning and operating the Property covered by the Deed of Trust which secures this Note is the basis upon which Lender has determined that it is protected against impairment of the security and risk of default and thereby has 8et1061 12 Deed of Trust MOMMOMM • agreed to lend Borrower the principal sum set forth above.Except as may beexpressly set forth in the Loan Agreement for a 'Permitted Transfer"(as defined inthe Loan Agreement).Borrower apses that (a) said Property shall not be sold,agreed to be sold,conveyed,transferred,assigned,disposed of,or furtherencumbered,whether voluntarily. involuntarily. by operation of law or otherwise, and/or (b) any change in any manager or general partner of Borrower or in anymembership or partnership interest of Borrower, shall constitute a breach hereof.Any 'Transfers (as defined in the Loan Agreement)in violation of the above restrictions shall cause the then outstanding principal balance and interest thereon • and other sums secured by said Deed of Trust,at the option of said bolder,toimmediately become due and payable" 2.10 Westin Chanstas in Zoning filuhdirjaion. 2.10.1 rho Waste Permitted:Ctindithiaaad.Ignair ad Pronertv,Truster shall not commit any waits on the Property or take any actions that might invalidate any insurance carried on the Property.Trustorshallusecommercially reasonable efforts to maintain the Property, and every portion thereat ingood condition and repair.During the continuance of an Event of Default, Beneficiary shall have theright,but not the obligation, to enter upon-and take possession of the Property and to make additions, alterations, repairs. or improvements to the Property which Beneficiary may reasonablyconsider necessary or proper to keep the Property in good condition and repair.Except far any demolition or alteration of existing Improvements which has been approved by Beneficiary or whichis otherwise permitted by the Loan Documents,no material Improvements may be removed.demolished or materially altered. without the prior written consent of Beneficiary, which consentshall not be unreasonably withheld,conditioned or delayed.No Personal Property in which Beneficiary has a security interest may be removed hors the Property unless it is promptly replacedby similar property of reasonably equivalent wine on which Beneficiary shall have a valid first lienand security interest.Truster afibmativeiy warrants and represents that if any Improvements, or any material part thereof, reasonably require inspection. repair or protection beyond that given by Trustor, then, and in that event, Beneficiary may. at reasonable times following thirty (30) days'prior written notice, enter or cause entry to be made upon said property and into said building or btuldings for inspection, repair or protection thereof. and such repair may be made by Beneficiaryand be made or dose in such amuses as is reasonably memory to fully to protect the interest of Beneficiary, and any and all sums expended by Beneficiaryin doing or causing to be done any of thethings above authorised are secured by this Deedof Trust and shall be paid by Truster within fifteen(16) days hollowing written demand.Trustor shall comply with all laws, ordinances, governmental regulations, and CC&Rs sffecting the Property or requiring any alteration or improvement thereofandshallpermit no violation.as to the Properly,of any such law,ordinance.governmental regulation. or material violation of any covenant, condition or restriction affecting the Property. E10.2 Without the prior written consent of Beneficiary. which Beneficiary shall not unreasonably withhold,condition or delay,Traitor shall not seek, make or consent to any change in the zoning or conditionsofuseof the Property.'rrustor, at its sole cost, shall comply with and make all payments requiredunder the provisions of any CC&Rs affecting the Property, including but not limited to thosecontainedinany declaration and oonotatment documents of any condominium, cooperativeor planned unit development project on the Property.Truster, at itcreole cost, shall comply with all existing andfuture requirements dell Governmental Authorities having jurisdiction over the Property. 2.10.3 fhanicamigatia_permita.Licenses andApnovals.If this Deed of Trust covers a subdivision or commoninterestdevelopment(*Subdivision"),as defined under any California law relating to the 08062 18 Deed of Trust •_ 9.11111111.91111 development or sale of a "common interest development" or a "subdivision," Truster shall obtain, comply with, and keep in effect all present and future permits, maps. bonds and other agreements required by applicable laws and regulations for the lawful construction or sale of the Subdivision lots and/or units. 2.11 Books and Records. 2.11.1 Books and Records Maintained by Zeman. Truster shall keep adequate books and records ofaccount for the Property and for its own financial affairs in a manner sufficient to permit the preparation of financial statements therefrom in accordance with the forms of statements provided to and accepted by Beneficiary as of the date hereof.Beneficiary shall have the right to examine. copy and audit Trustor's records and books of account at all reasonable times during normal business hours following reasonable prior written notice to Truster (except in the case of an emergency as reasonably determined by Beneficiary).Truster will deliver to Beneficiary all financial statements for Trustor and the Property as required under the Loan Agreement. 2.11.2 Written Statement of Indebtedneag. Trustor will furnish from time to time. within ten (10) business days following Beneficiary written request. a duly acknowledged written statement setting forth. to Trustee's knowledge, all amounts due on the indebtedness secured by this Deed of Trust and stating whether any offsets or defenses exist, and containing such other matters as Beneficiary may reasonably require. 2.12 Defend Security. 2.12.1 Defense of Beneficiary.Trustor shall, at its own expense.appear in and defend any action or proceeding that is reasonably likely to materially affect Beneficiary's security or the rights or powers of Beneficiary or Trustee or that purports to affect any of the Property.If an Event of Default is continuing under this Deed of Trust, the Loan Agreement, or any of the other Loan Documents, or if any action or proceedings of any kind (including but not limited to any bankruptcy, insolvency, arrangement, reorganisation or other debtor relief proceeding)is commenced is reasonably likely to affect Beneficiary's or Trustee's interest in the Property 02 Beneficiary's right to enforce its security. then Beneficiary and/or Trustee may.at their option. make any appearances, disburse any sume and take any actions as may be reasonably necessary or desirable to protect or Clem* the security of this-Deed of Trust or to remedy the failure of Truster to perform its covenants resulting in an Event of Default, including without limitation payment on behalf of Trustor of any taxes, assessments, liens, insurance premiums. and repair or maintenance costa (without, however, waiving any default of Trustor). •2.12.2 payment of Defense Fees and Costa. Truster agrees to pay all reasonable out-of-pocket expenses of Beneficiary and Trustee incurred under Section 2.12.1 above (including but not limited to reasonable fees of outside counsel).Any sums disbursed or advanced by Beneficiary or Trustee shall be additional indebtedness of Truster secured by this Deed of Trust and shall be payable by Trustor within fifteen (15) days following written demand by FiAbriawrirjary.Any such sums so disbursed or advanced by Beneficiary shall bear interest at the Default Interest Rate as set forth in the Note unless timely paid.This Section 2.12 shall not be construed to require Beneficiary or Trustee to incur any expenses,make any appearances, or take any other actions. 2.13 Darner. and Destruction.Notwithstanding anything contained herein to the contrary.if any part of the Property is damaged or destroyed by any means, including, withOut limitation, by flood, earthquake. wind or fire, Truster shall promptly commence and thereafter 096062 14 Deed of Trust 10000111111110011021110 • diligently pursue to completion the restoration of the Property to substantially the same condition itwasin prior to such damage or destruction: 2.111.1 ran of Restorgsks.Trustor shallpresent within ninety (80) days of such damage or destruction to Beneficiary a plan for restoration which includes, among other things, plans and specifications prepared by an architect eatidacbory toBeneficiary, cost estimates and time schedules which in Beneficiary's reasonable are satiodectory; 2.132 Construction Contract.Truster shallenterinto,with Beneficiary's prior written consent.which consent shall not be unreasonablywithheld, a contract with contractor(s) providing for the complete restoration in accordance with such restoration plan previously approved by Beneficiary within ninety (90) days (which period maybe extended by Beneficiary upon request animator in Beneficiary's sole &emotion for an aggregate period not to exceed one hundred eighty (ISO) days)ofsuch damage or destruction; and itinlisalisuLutinanrAnnaingeede.insurance proceeds available by reason of s 243.3Theuchdamageordestruction that are received byBeneficiary pursuant to Section 2.3.1 above Pass Beneficiary's reasonable out-of-pocket costs andexpenses incurred in obtaining such funds) plus additional sums provided to Beneficiery by Trusterfor restoration purposes shall be at least equal to the anticipated costa of competing suchconstruction,which anticipated costs shall include,but not be limited to,appropriate interest reserves reasonably required by Beneficiary and contingency funds in accordance with customarypractice. 2.13.4 Conditions to Disbursement ofkneel*.When Trustor has complied with all of the precedingsubsectionsof this Section ILIA Beneficiary may condition disbursement of the sums specified in subsection 2.13.3 above to Trustor on terms and conditions such as those governing disbursements of"Advances" for "Capital Improvements"(each as defined in the Loan Agreement). 2.14 fandeannelina.Truster hereby assigns to Beneficiary, as security for Trustees obligations under the Loan Documents, all compensation. awards and other payments (collectively"Compensation") payable to Truster in commotion with any taking of all or any portion of theProperly fbr public use, and any Proceeds of any related settlement regardless of whether eminentdomain proceedings are instituted in connection therewith.Trustor shall deliver to Beneficiarypromptly upon receipt all Compensation and related settlement Proceeds. 2.13 fibusasAszeiminutindinonenilling. 2.12.1 Deed of Trust Includes Security amagnmed.This Deed of Trust is intended to be and shallconstitute a 'Security Agreement"as defined in the California Commercial Code, 'Praetor being the "debtor" and the Beneficiary being the "mewed party."Truster hereby grants Beneficiary asecurity interest in any Sams ofPersonal Property described in !Inhibit "B"attached hereto whicharenot herein effectively made a part of the Real Property for the purpose of securing all indebtedness and other obligations of Trustor now or hereafter secured by this Deed of Trust. 2.15.2 Delivery of Financing Statimiente. Truster agrees to execute and deliver financing and continuation statements covering the PersonalProperty from time to time in such form as Beneficiary may require to perfect and continue theperfectionof Beneficiary's security interest with respect to said property,and to reimburseBeneficiaryforanycostsincurredin!Vine such financing statements and any continuationstatements. S88082 16 Deed of Trust memisal • 11.16.11 No Other Socuritv Interest Permitted. Trustor shall not create or allow the creation of any other security interestin the Personal Property, except as expressly permitted herein and in the Loan Armament L16.4 *Wigs U0Ott Default During the continuation of any Event of Default by Truster, Beneficiary shall have the rights and remedies of a secured party under the California Commercial Code.as well as all other rights and remedies available at law or in equity or as provided herein, all at Beneficiary's option. 2.10.6 Eltagt.lifillialtdlinfindlakatialafg- Trustor and Beneficiary agree that the filing of a financing statement inthe records normally having to do with personal property shall never be construed as in any way impairing this declaration and the stated intention of the parties hereto that everything used in connection with the operation or occupancy of said property or the production of income therefrom (which is owned by Trustor) is and, at all times and for all purposes and in allproceedings. both legal and equitable, shall, to the tidiest extent permitted by applicable law, be regarded as Real Property encumbered by this Deedof Trust. 2.16 illiktel/MatiOlt of Trusts* and Beadigiarx. LIM illdellailinfilika• Wm**hereby agrees to indemnify Trustee and Beneficiary against, and hold them Warless from. all actual losses. actual damages (expreeely excluding special, consequential. or punitive damages), actual liabilities. third - party claims and causes of action. judgments, court costs, reasonable fees of outside counsel and other reasonable out-of-pocket legal expenses, which eitluar may suffer or reasonably incur: (a)By reason of this Deed of Trust (excluding any regulatory or other administrative losses, damages, liabilities,Chtill111.canoes of action, judgments, court costs, attorneys'fees and other legal expenses arising out of claim against Beneficiary in connection with its lending activities); or (b)By reason of the execution of this Deed of Trust or in performance of • any act by Truster which is required or permitted hereunder or by law; or (a)As a result of any failure of Trustor to perform Trustor's obligations under the Loan Documents; or (d)By reason of any alleged obligation or undertaking on Benefieiares part to perform or discharge any of the representations, warranties, conditions; covenants or other obligations of Truator contained in any other Loan Document related to the Property, the Loan or Trustor. 2.16.2 No Liability of Trustor,Notwithstanding the foregoing, Trustor shall not be liable under Section 2.16.1 to the extent that Truster establishes that such liability is attributable solely and directly to the gross negligence or willful misoonduct of Trustee or Beneficiary. 1•16-11 raglagg-fifindilbada0111.Trustor shall pay all indebtedness arising under this Section 2.16 within fifteen (15)days following written demand by Trustee or Beneficiary, together with interest thereon at the Default Interest Rate of interest set forth in the Note (after giving effect to any notice and/or cure periods). Truator's duty to indemnity Trustee and Beneficiary shall survive the release and cancellation of the Obligations and the release and reconveyance or any partial release or reconveyance of this Deed of Trust. 695062 16 Deed of Trost _. MO URw • •• 2.17 Inanesnoundiactumguada.Upon notice by Beneficiary to Trustor on or alterthe occurrence of an Event of Default and so long as such Event of Default is continuing. Trustershall establish and maintain at all times while this Deed of Trust continues in effect an impoundaccount(Impound Account"with Beneficiary for the payment of real estate taxes and assessments and insurance an the Property and as additional security for the indebtedness securedhereby. 117.1.DIUMithtiahautundlumonnt.Tfrequired by Beneficiary in its sole discretion after any Event of Defeult and oolong as such Event of Default is continuing, Trustor shall deposit in the Impound Account an amount determined byBeneficiary to be necessary to suture that there will be on deposit with Beneficiary an amount which, when added to the monthly payments subsequently required to be deposited with Beneficiaryhereunder on account of real estate taus.assessments and insurance premiums,will result in therealways being on deposit with Beneficiary in the Impound Account an amount sufficient to poky thenext due semiannual installments of real estate tens and assessments on the Property and the next due annual insurance premiums with respect to the Property ofpaid in one installment). (a)If required by Beneficiary in its sole discretion,after an Event of Default and commencing on the next monthly payment date under the Note following said Event of Default, and continuing thereafter on each subsequient monthly payment date under the Note for so long as such Event of Default is continuing. Truster shall pay to Beneficiary,concurrently with and in addition to the monthly payment due under the Note and until. theNote end all other indebtedness secured hereby is fully paid and performed, deposits is anamount equal to one-twelfth (1/12)at the amount of the annual real estate taxes andassessmentsthat will next become due end payable on the Property, plus one-twelfth.(1/12)of the amount of the annual premiums that will next become due and payable on insurance policies which Truster is required to maintain hereunder, each as reasonably estimated anddetermined by Beneficiary. (b)Notwithstanding anything to the contrary herein,if the amount of the monthly deposit being paid at any time. pursuant to subsection (a) above, multiplied by the number of subsequent monthly installments. when added to the amount held on depositatsuch time,will be insufficient to pay.thirty (30) daysprior to delinquency, the next annual installments of insurance and taxes and assessments due and payable, then Truster shall deposit the amount of the deficiency within fifteen (15) days following written notice fromBeneficiary, and any failure to do so shall be deemed to be an Event of Default under thisDeedof Trust. 1.17.2 jimenigagnilita.Truster shall beresponsible for ensuring the receipt by Beneficiary, at least thirty (80) days prior to the respectivedue dates for payment thereof, of ell Ms,invoices end statements for all taxes, assessments andinsurancepremiumstobepaidfromtheImpoundAccount.and Beneficiary shall pay thegovernmental authority or other party entitled thereto directly to the extent funds are available for such purpose in the Impound Amount. 2.17.8 Wawa.In making any payment fromtheImpound Account,Beneficiary shall be entitled to rely on any bill,statement or estimate procured from the appropriate public office or insurance company or agent without any inquiry Into the accuracy of such bill, statement or estimate and without any inquiry into the accuracy, validity. enforceability or contestability of any tax, assessment, valuation, sale, forfeiture, tax lien or title orclaim thereof. mom 17 Deed of Trust memerm 1.17.4 Funds in Impound Agogint.The Impound Account shall not, unless otherwise explicitly required by applicable law, be or be deemed to be escrow or trust funds, but, at Beneficiary's option and in Beneficiary's discretion, may either be held in a separate account or be commingled by Beneficiary with the general funds of Beneficiary. No interest on funds contained in the Impound Account shall be paid by Beneficiary to Truster.The Impound Account is solely for the protection of Beneficiary and entails no responsibility on Beneficiary's part beyond the payment of taxes. assessments and insurance premiums following receipt of bills. invoices or statements therefor in accordance with the terms hereof and beyond the allowing of due credit for the sums actually received. (a)Upon assignment of this Deed of Trust by Beneficiary, any funds in the Impound Account shall be turned over to the assignee and any responsibility of Beneficiary, as assignor,with respect thereto shall terminate. (b)If the total funds in the Impound Account shall exceed the amount of payments actually applied by Beneficiary for the purposes of the Impound Account. such excess may be credited by Beneficiary on subsequent payments to be made hereunder or, at the option of Beneficiary. refunded to Truster.If,however, the Impound Account shall not contain sufficient funds to pay the sums required when the same shall become due and payable, Trustor shall, within ten (10) days after receipt of written notice thereof, deposit with Beneficiary the full amount of any such deficiency.If Truster shall fail to deposit with Beneficiary the full amount of such deficiency as provided above, Beneficiary shall have the option,but not the obligation,to make such deposit and all amounts so deposited by Beneficiary.together with interest thereon at the Default Interest Rate from the date incurred by Beneficiary until actually paid by Trustor, shall be immediately paid by Irritator on demand and shall be secured by this Deed of Trust and by all of the other Loan Documents securing all or any part of the indebtedness evidenced by the Note.Ifthere is en Event of Default under this Deed of Trust, Beneficiary may, but shall not be obligated to. apply at any time during the continuance of such Event of Default the balance then remaining in the Impound Account against the indebtedness secured hereby in whatever order Beneficiary shall subjectively determine. 1.17.6 No Cure or Waiver.No such application of the Impound Account shall be deemed to cure any default hereunder.Upon full payment of the indebtedness secured hereby in accordance with its terms or at such earlier time as Beneficiary may elect,the balance of the Impound Account then in Beneficiary's possession shall be paid over to Traitor and no other party shall have any right or claim thereto. 8.EVENTS OF DEFAULT. 8.1 AzgaggALLIstailk.Subject to the provisions of Section 8.1.6 below,an "Event of Default" shall have occurred under this Deed of Trust upon the occurrence of any of the following: 3.1.1 failure To Make _Note Pavneente. Truster fails timely to make any payment required by the Note, any Future Advances, or any of the other Loan Documents; or 3.1.2 preach of Loan Agreement and Ned of Trust Covenant'.Truster breaches any warranty or fails to perform any other covenant contained in the Loan Agreement, this Deed of Trust or any of the other Loan Documents, and does not cure that failure within the period of time,if any,that Beneficiary 698062 18 Deed of Trust • has granted to Trustor in said documents to cure that failure (subject to any grace periods and required notices under the applicable Loan Documents); or 11.1.3 Violation of Due-On-Sale Provinign. Any violation of the restrictions on the transfer of the Property or the transfer of any interest inTrusterasset forth in Section 2.9 of this Deed of Trust without the prior written consent ofBeneficiary; or 3.1.4 Other Events of Default.Any other Event of Default occurs under the Loan Agreement, the Note, or any of the other Loan Documents. 3.15 No ice and Cur.lahta All of the Events of Default described heroin shall be subject to any notice, grace and/or cure provisions setforth in the Loan Documents. 4.jungslail FOR DEFAULT. 4.1 Ustaanguadlasia iNdikak.At any time during the continuation of an Event of Default. Beneficiary may, at its option, and without notice to or demand upon Traitor (except as mayberequired under applicable law or as otherwise expressly required in the Loan Documents); 4.1.1 Aspeleration of Debt..Declare any or allindebtedness secured by this Deed of Trust to be due and payable immediately; 4.1.2 Pinto and Possess Pronertv.Enter ontothe Property,in person or by agent or by court appointed receiver, and take any and all steps whichmay be desirable in Beneficiary's reasonable judgment to complete any unfinished construction and/or to manage, operate, preserve, develop. maintain and protect the Property, and Beneficiary may apply any Rents, royalties, income or profits collected against the Obligations secured by thisDeedof frust without in any way curing or waiving any default of Trustor; 4.1.3 Aasssoble and Deliver Pora.ndProse:iv.Cause Traitor to assemble any Personal Property anddeliveritto Beneficiary at a place designated by Beneficiary; 4.1.4 slidjefaLbanigems.Bring a court action to foreclose this Deed of Trust or to enforce its provisions or any of the indebtedness or Obligations secured by this Deed of Trust; 4.10 Zorsrejligg.Cause any or all of theProperty to be sold under the power of sale granted by this Deed of Trust in any manner permittedby applicable law; 4.1.0 Ananiatingne of Receiver.Beneficia'ryshall have the right to petition the court, on an ex parte basis, for the appointment of a receiver for the Property.Truster acknowledges and agrees that Beneficiary is entitled to the appointment of a receiver for the Property without regard to (a) the adequacy of the collateral or (b) the existence ofanywastewithrespecttotheProperty.TRUSTOR HEREBY CONSENTS TO THEAPPOINTMENT OF A RECEIVER ON AN EX PARTE BASIS.BENEFICIARY MAY PROVIDEANYCOURTWITHACOPYOFTHISAGREEMENTASPROOFOFBENEFICIARY'SAUTHORITY,AND TRUSTOWS AND GUARANTOR'S CONSENT THERETO,TO OBTAIN ARECEIVER FOR THE PROPERTY.Such right shall be exercised,if at all,by Beneficiary in 6990611 19 Deed of Trust fi • Beneficiary's sole and absolute discretion at any time during the continuation of an Event of Default on or after the date hereoL • 4.1.7 Other Rights end Remedies.Exercise any other right or remedy available under any of the Loan Demme/its or otherwise available under law or in equity. including without limitation, rights and remedies with respect to the Personal Property that are available to a Secured Party under the California Uniform Commercial Code. 4.2 Sale of Prouert'. 4.2.1 Eaeord Notices of Default and Selig.For any sale under the power of sale granted by this Deed of Trust. Beneficiary shall cause Trustee to record and give all notices required by law.After compliance with such notice requirements. and upon the expiration of such time as is required by law. Trustee may sell the Property upon any terms and conditions specified by Beneficiary and permitted by applicable law. 4.2.2 Bight To Postinne Sala.Trustee may postpone any sale by public announcement at the time and place noticed for the 'ale. 4.2.3 fialp of Multiple Lote/Paroels.If the Property consists of several lots or parcels, Beneficiary in its discretion may designate their order of sale or may elect to sell them through a single sale, or through two (2) or more successive sales, or in any other manner Beneficiary may elect.In the event Beneficiary elects to dispose of the Property through more than one (1) sale, Truster shall pay the costs and expenses ofeach such sale and of any judicial proceedings wherein the same may be made. 4.2.4 light To Purchase at blonjudicial Bale, Any person, including 'Thereat Trustee, and Beneficiary. may purchase at any sale, and Beneficiary shall have the right to purchase at any sale hereunder by crediting upon the bid price the amount of all or any part of the indebtedness secured hereby. 4.2.5 naegLatialz Upon the completion of the •sale, Trustee shall execute and deliver to the purchaser or purchasers a deed or deeds conveying the property sold.but without any covenant or warranty, express or implied, and the recitalsin the deed or deeds of any facts affecting the regularity or validity of the sale shall be conclusive against all persons. 4.B Application of Proceeds.The proceeds of any sale under this Deed of Trust shall be applied in the following manner 4.3.1 Eiggp Payment of the actual, out•of-pocket costs and expenses of the sale, including but not limited to Trustees fees,reasonable fees of outside counsel,title charges and transfer taxes, and payment of all actual expenses, liabilities and advances of Trustee, together with interest on all advances made by Trustee at the lesser of the Default Interest Rate set forth in the Note or the maximum interest rate permitted to be charged by Trustee under applicable law. 4.3.2 /Mod:Payment of all sums expended by Beneficiary under the terms of this Deed of Trust and not yet repaid, together with interest on such sums at the Default Interest Rate set forth in the Note. 4.3.8 Third:Payment of the entire indebtedness and Obligations of Trustor secured by this Deed of Trust,in any order that Beneficiary chooses. 598062 20 Deed of Trust IN sr • 4.8.4 Emma:The remainder,if any, to the person or persons legally entitled to it. 4.4 Waiver of algid&Truster waive. all rights to direct the order in which any of theProperty shall be sold in the event of any sale under this Deed of Trust, and also any right to haveany of the Property marshaled upon any sale. 4.5 Bemedies Are Cumulativo.All remedies contained in this Deed of Trust arecumulative,and Beneficiary has all other remedies provided by law, in equity, or in any other agreement between Trustor and Beneficiary.No delay or failure by Beneficiary to exercise any rightor remedy under this Deed of Trust *ball be construed to be a waiver of that right ra remedy or ofany delimit by Truitt*:Beneficiary may exercise any one (1) or more of its rights and remedies at itsoption without regard to the adequacy of ita security. 4.1 Nemojatjaasama.Truster shall pay all of Beneficiary's and Trustee'sreasonable, out-of-podcet expenses incurred in any efforts to enforce any terms of this Deed of Trust, whether or not any lawsuit is filed. including but not limited to reasonable fees of outside counsel, foreclosure costa, escrow fees,filingfees, recording fees, and title charges. 4.'7 No Cure pr Waiver.Neither Beneficiary's nor Trustee's nor any receiver's entryupon and taking possession of all or any part of the Property, nor any collection of Rents, issues. profits, Proceeds. other security or proceeds of other security, or other sums. nor the application of any collected sum to any Obligation. nor the exercise of any other right or remedy by Beneficiary or Trustee or any receiver shall cure or waive any breach. Event of Default or notice of default underthis Deed of Trust, or nullify the effect of any notice of default or sale (unless all Obligations then • due have been paid and performed and Truster has cured all other defaults).rr impair the status ofthe security, or prejudice Beneficiary or Trustee in the exercise of any right or remedy,or be construed as an affirmation by Beneficiary of any tenancy, Lease, or option or a subordination of thelien of this Deed of Trust. 4.8 EID!ItigailLitagenAuguktiatifsalta• &Metto anY notice and cure right* set forth herein or in any of the Loan Documents, Truster hereby irrevocably appoints Beneficiaryanditssuccessors and assigns as Trustor's attorney-in-fact during the continuation of an Event of Default, which agency is coupled with an interest 4.8.1 to execute and record any notices of completion, cessation of labor, or anyother notices that Beneficiary deems appropriate to protect Beneficiary's interest, and 4.8.2 to perform any obligation of Trustor hereunder; provided, that: (a)Beneficiary. as such attorney-in-fact, shall only be accountable for such funds as are actually received by Beneficiary, and (b)Beneficiary shall not be liable to Trustor or any other person or entityfor any failure to act under this section. 6.AnscELLANNotia. 6.1 Invalidity.The invalidity or unenfordeability of any one (1) or more provisions ofthisDeedof Trust will in no way affecteny other provision. 5.2 Eltiatargpa Truster agrees to pay Beneficiary a reasonable charge, not to exceed the maximum allowed by law, far giving any statement of the status of the Obligations secured by this Deed of Trust. 698082 21 Deed of Trust -— • 5.8 Notice*All notices given under this Deed of Trust must be in writing and shall be in the form and delivered in the manner set forth in the Loan Agreement. 6.4 Elglailialy To Release Debtors or Security,Without effecting Trustor's liability for the payment of any of the indebtedness secured by this Deed of Trust. Beneficiary may from time to time and without notice to Trustor. 6.4.1 release any person liable for the payment of this indebtedness; 5.4.2 extend or modify the terms of that indebtedness; 5.4.8 accept additional real or personal property of any kind as security, or alter, substitute or release any property securing that indebtedness; or 6.4.4 cause Trustee to consent to the making of any map or plat of the Property. or to reconvey any part of the Property, or to join in granting any easement or creating any restriction on the Property. or to join in any subordination or other agreement affecting this Deed of Trust. 5.5 jnepection Rights.Beneficiary may at any reasonable times enter upon and inspect the Property in person or by agent upon reasonable prior written notice to Trustor; provided that such inspection shall not unreasonably interfere with the operations of the tenant(o) of the Property. 6.6 EnuRaggamano.Upon the payment and performance in full of all Obligations secured by this Deed of Trust. Beneficiary agrees to request Trustee to reconvey the Property, and upon payment by Trustor of its fees and all other sums owing to it under this Deed of Trust, Trustee shall reconvey the Property without warranty to the person or persons legally entitled to it.Such person or persons must pay all costs of recordation.The recitals in the reconveyance deny facts will or be conclusive as to all persona.The grantee in the reconveyance may be described as "the person persons legally entitled thereto."The Loan Agreement shall set forth certain terms and conditions. if applicable, for the partial reconveyances of the individual unite or lots comprising the Property encumbered by this Deed of Trust. 5.7 Governint Law.This Deed of Trust and all rights and obligations hereunder shall be governed by and interpreted according to the laws of the State of California. without regard to conflicts of laws principles. 5.8 Subseanent Trusters and 13enefleiarleg.The term "Truster" includes both the original Trustor and any subsequent owner or owners of any of the Property.and the term "Beneficiary" includes the original Beneficiary and also any future owner or holder; including pledgee and participants, of the Note or any interest therein. 5.9 ffnadingitailtdatitning.The headings of the sections of this Deed of Trust are for convenience only and do not limit its provisions.The use of underlining in this Deed of Trust is for convenience only. end the parties understand and agree that the presence or absence of underlining shall not be used in interpreting or construing this Deed of Trust or any provision hereof. u.5.10 Waiver.Neither the acceptance of any partial or delinquent payment or performance. nor the failure to exercise any rights upon a default, shall be a waiver of Trustor's obligations hereunder.Beneficiary's.consent to any act or omission by Truator will not be a consent to any other or subsequent act or omission or a waiver of the need for such consent in any future or other instance. 888662 22 Deed of Trust • '•• 5.11 Successors an& Aggdaig.The terms of this Deed of Trust shall bind and benefitheirs, legal representatives, successors and assigns of Trainor and Beneficiary and the successors intrust of Trustee. 5.12 siningjuitiinsaawahllkt.If Truster consists of more than one (1) person or entity, each shall be jointly and severally liable to perform the obligations of Truotor. 2.13 itnnentingsmatggpagwogumuuhake Acirsitga.Trustee accepts this trustwhen this Deed of Trust is recorded.From time to time upon written request of Beneficiary andpresentationof this Deed of Trust for endorsement, and Without affecting the personal liability ofany person for payment of any Indebtedness -or performance of any Obligation secured hereby, Trustee may, without liability therefor and without notice, and upon the direction of Beneficiary :reconvey all or any part of the Property; consent to the makingdeny map or plat thereof join inany grant of easement thereon, any declaration of Ce8dis, any extension agreement or any agreementsubordinating the lien ourcharge hereof. 6.14 SdanagnIALTEuskm Beneficiary may remove Trustee or any successor Trustee atany time or times and appoint a successor Trustee by recording a written substitution in the countywhere the Real Property covered by this Deed of Trust is located,or in any other manner permittedby law.Upon that appointment, all of the powers, rights and authority of Trustee will immediatelybecome vested in its successor. 5.15 finkggstiga.Beneficiary shall be 'abrogated to the lien of all encumbrances.whether released of record or not. paid in whole or in part by Beneficiary pursuant to this Deed of Trust or by the proceeds of any loan secured by this Deed of Trust. 6.16 alignegg_galsoilagion.Trustor hereby waives the pleading of any and all statutesof limitation as a defense to any action brought against Trustor by Beneficiary, to the fullest extentpermitted by law. 5.17 ThinuaLegjigispas.Time is of the essence as to all Obligations secured by orarising under this Deed of Trust. 5.18 RomoniLlterlialne.Trustor requests that a copy of any notice of default andnoticeofsale required by law be mailed to it at its address set forth above. 5.15 Amorneve Fes.The Prevailing Party in any Action shall recover all reasonable attorneys' fees of outside counsel incurred by said Prevailing Party in connection with any defaulthereunder and in any proceeding brought to enforce any ofthe provisions of this Deed of Trust. LAO Baum No partial release of any portion of the Real or Personal Property shell be made pursuant to the terms and conditions of the Loan Agreement. This Deed of Trust shall be released upon payment in Adl of all Obligations secured hereby, and any and all proceeds of a sale of the Property shall be applied, as necessary, to satisfy any such Obligations outstanding at the timeof any sale in order to obtain a release of this Deed of Trust against the Property (with any excesssale proceeds being paid to Truster or its designee). 5.21 Swings Clause.Regardless of any provision contained in this Deed of Trust, the Loan Documents, or any documents executed or delivered in connection therewith, Beneficiary willnever be considered to have contracted for or to be entitled to charge, receive, collect, or apply as interest, and hereby disavows any intention to so receive, collect, or apply as interest; any amountin=CMS of the maximum amount permissible under applicable law.Without limiting its general applicability, the preceding sentence specifically applies to any acceleration of the Obligations or any mom 23 Deed of Trust liammoimwarw • part thereof.In the event that Beneficiary ever receives, collects, or applies as interest any such excess,the amount which would be excessive interest will be applied to the reduction of the principal balance of the Obligations.and.if the principal balance of the Obligations is paid in full, any remaining excess shall forthwith be paid to Trustor. and Trustor agrees to accept such pgyment from Beneficiary, together with interest on such sums at the maximum lawful rate then in effect.In determining whether the interest paid or payable exceeds the OlaXiMUM1 amount permissible under applicable law, Trustor and Beneficiary shall, to the greatest extent permitted under applicable law: 5.21.1 Characterize any nonprincipal payment (other than payments which ere expressly designated as interest payments hereunder) as an expense or fee rather than as interest; 5.21.2 Exclude voluntary prepayments and the effect thereof; and 5.21.11 Amortise,prorate,allocate,and spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate is uniform throughout the term. 5.22 Prohibited Drug Law Activities. 5.22.1 Truetor shall not enter into any Lease.license.sublease,occupancy agreement or other agreement with any Person involving or relating to the use or occupancy of the Property (or any portion thereof) which would be a violation of any state and/or federal laws relating to the use,sale, possession, cultivation and/or distribution of any controlled substances, including without limitation any Person engaged or intending to engage in activities (whether for commercial or personal purposes) regulated under any California law or other applicable law relating to the medicinal use and/or distribution of marijuana (otherwise known as the Compassionate Use Act of 1996)("Prohibited Drug Law Activities").Every Lease, license, sublease, occupancy agreement and/or other agreement involving or relating to the use or occupancy of the Property entered into by Trustor during the term of the Loan shall expressly prohibit the tenant or other occupant of the Property (or any portion thereof) from engaging or permitting others to engage in any Prohibited Drug Law Activities.In the event that Truster becomes aware from any source that any tenant or other Person is or may be using, occupying and/or leasing the Properly (or any portion thereof) with the intent to engage,and/or is engaged,in any Prohibited Drug Law Activities, Trustor shall terminate its agreement with such Person and take all actions permitted under applicable law to discontinue such activities in or on the Property,and shall immediately notify Beneficiary of Truetor's notice regarding said Prohibited Drug Law Activities and Trustor's actions to terminate such activities.Trustor shall keep Beneficiary advised of each action it takes or plans to take in compliance with the requirements of this Section 5.22. 5.22.2 Compliance with the covenants in this Section 5.22 is a material consideration and inducement to Beneficiary in its agreement to make the Loan to Trustor, and any failure of Truster to comply with the foregoing requirements shall constitute an Event of Default hereunder.In addition, and not by way ofditation, Truetor hereby agrees to indemnify. defend and hold Beneficiary harmless from and agt any look claim, damage or liabilitti9 arising from or related to Trustor's breach or violation of said covenants. including without limitation any seizure and forfeiture to the United States without compensation to Beneficiary,free and clear of Beneficiary's first lien security interest in and to the Property. or any action taken by the state or federal government to accomplish same.Trustor shall, within ten (10) Business Days following a request from Beneficiary. provide Beneficiary with a written statement setting forth its efforts to comply with the provisions of this Section 5.22 and stating whether to Trustor's knowledge any Prohibited Drug Law Activities are or may be ongoing and/or have occurred in, on or around the Property. 690062 24 Deed of Trust memminiamaimemaes • THIS DEED OF TRUST SECURES AN ADJUSTABLE RATE PROMISSORY NOTE.THIS DEEDOFTRUSTISA FIRST DEED OF TRUST.NO FURTHER DEEDS OF TRUST WILL BE RECORDED AGAINST THE REAL PROPERTY WITHOUT THE PRIOR WRITTEN CONSENT OFBENEFICIARY.FAILURE TO COMPLY WITH THIS PROVISION SHALL CONSTITUTE AN EVENT OF DEFAULT AND THE LOAN SHALL IMMEDIATELY BECOME DUE AND PAYABLE.CONSENT TO ONE (1)FURTHER ENCUMBRANCE SHALL NOT BE DEEMED TO BE AWAIVEROFTHERIGHTTOREQUIRESUCHCONSENTTOFUTUREORSUCCESSIVEENCUMBRANCES. 5 23 Iiiinagidiag.The tense and provisions of Section 7.1 of the Loan Agreement are hereby inomporated into this Deed of Trust as Mildly set forth herein, mutatis nuaandis. [The balance of this page is intentionallyleft blank.) 698062 25 Deed of Trust IN WITNESS WHEREOF, the undersigned have executed this Deed of Trust as of the date first above written. TRUSTOR CR SEA O'FrER, LLC, a Delaware limited liabilitycompany By:Regent Sea Otter. LLC, a Delaware limited liability company,its Manager By:Regent Properties, LLC, a Delaware limited liability company, its Manager By: Name:Eric Fleias Title: Director p•es...h...+ STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) On May I ,2014,before me.41C/it &fah+1)*-a notary public,personally appeared Eric Fleiss, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorised capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing. paragraph is true and correct. WITNESS my hand and official seal. Signature (Notary Seal) MOLE STANTON 411111x :*C4111111189•9 •19745111Notary Public -Callbrols-I Leo ANON CoadyMrComm.E1191f44 Otroimp j018 69$0111 Signature Page Deed of Trust ___ .NieIN -- • EXHIBIT "A" LEGAL DESCRIPTION That property located in the City of Carlsbad,County of San Diego, State of California, and isdescribed as follows: BEING THE CONSOLIDATION OF LOTS 26 AND 27 OF CARLSBAD TRACT NO. 74-21,IN THECITY OF CARLSBAD,COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TOMAP THEREOF NO.10372,FILED IN THE OFFICE OF THE COUNTY RECORDER OF SANDIEGO COUNTY ON APRIL 13,1982,MORE PARTICULARLY DESCRIBED AS A WHOLE ASFOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 26; THENCE NORTHERLY ALONG THE WESTERLY LINE OF LOT 26 NORTH 02'472r EAST,840.55 FEET; THENCE CONTINUING AROUND THE PERIMETER OF LOTS 26 AND 27 NORTH 4r09'1rEAST, 113.98 FEET; THENCE NORTH eirm.sr EAST, 697.56 FEET; THENCE SOUTH srartir EAST, 378.66 FEET; THENCE SOUTH 57•03148" EAST, 81.00 FEET TO THE MOST EASTERLY CORNER OF LOT 27; THENCE ALONG THE SOUTHEASTERLY LINE OF LOT 27 SOUTH 58'urir WEST,781.08 FEET TO A POINT ON A 60' RADIUS CURVE CONCAVE SOUTHEASTERLY, SAID POINT BEING ON THE NORTHEASTERLY RIGHT OF-WAY OF SEA OTTER PLACE,A CUL-DE-SAC,AS SHOWN ON MAP NO.10372,A RADIAL TO SAID POINT BEARS NORTH 5r131r EAST;THENCE NORTHEASTERLY,WESTERLY AND SOUTHWESTERLY ALONG SAID CURVETHROUGHACENTRALANGLEOF1801100`0Ir A DISTANCE OF 188.50 FEET;THENCE LEAVING SAID CURVE SOUTH 58'1312" WEST 548.65 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM ALL MINERAL RIGHTS MORE THAN 500 FEET BELOW THE SURFACE OF SAID LAND, BUT WITHOUT RIGHT OF SURFACE AND SUBSURFACE ENTRY FROM THE SURFACE TO A DEPTH OF 500 FEET BELOW THE SURFACE, AS RESERVED INDEED RECORDED SEPTEMBER 12. 1990 AS FILE NO. 90.498107 OF OFFICIAL RECORDS. APN:209-082-09-00 • 698061 EXHIBIT "A'—Page 1 Deed of Treat — EXHIBIT "B" DESCRIPTION OF PERSONAL PROPERTY FOR FIXTURE FILING I.ANAL PROPERTY RIGHTS. APPURTENANCES AND IMPROVEMENTS.AU present and future structures,buildings,improvements and fixtures of any kind on the real property described in the attached Exhibit "A" (Meal Property"), which is incorporated herein by this reference, as well as: Ll all appurtenances of the Real Property and all rights in and to any streets. roads or public places, easements or rights of way, relating to the Real Property. and all minerals, oil,gas and other hydrocarbon substances on or under the oche*of the Real Property,as well as all development rights,permits,licensee,air rights,water and water rights relating to the Real Property,and all existing and future goods and tangible personal property located on the Real Property or wherever located and used or useable in connection with the use, operation or occupancy of the Real Property or in construction of any improvements thereon, inducting, but not limited to, apparatus. equipment and appliances used to supply sir cooling.air conditioning, heat,gas, water, light,power,refrigeration.ventilation,laundry.. drying.dishwashing.garbage disposal,waste removal, recreation or other services on the Real Property; and 1.2 all elevators, escalators, and related machinery and equipment. fire prevention and extinguishing apparatus.security and access control apparatus,partitions,ducts,compressors, plumbing, ovens. refrigerators. dishwashers. disposals, washer% dryers. awnings. storm windows, storm doors, screens, blinds, *ads% curtains and curtain rods, mirrors, cabinets, paneling. rugs, attached floor coverings, furniture, pictures, antennas, pools and spas and pool and spa operation and maintenance equipment and apparatus; and 1.8 all trees and plants located on the Real Property, and all renewals or replacement* thereof or articles in substitution thereof;it being intended and agreed that all such items will be 'conclusively considered to be part of the Real Property. whether or not attached or affixed to the Real Property ("linprovernente"). 2.fajiallItAL. MI right, title and interest in and to the following described property and any and all products and proceeds thereof, now owned or hereafter acquired (sometimes all of such being collectively referred to herein as the "Collateral"): 2.1 annarailittanag22.All general intangibles relating to design.development; operation.management and use of the Real Property and construction of the Improvements, including, but not limited to: 2.1.1 all names under which or by which the Real Property or the Improvement* may at any time be operated or known, all rights to carry on business under any such names or any variants thereof, and all goodwill in any way relating to.the Real Property; 2.1.2 all permits.licenses,authorizations,variances,land use entitlements, approvals and consents issued or obtained in connection with the construction,maintenance or operation of the Improvements; 2.1.8 all permits,licenses.approvals,consents,authorizations,franchisee and agreements issued or obtained in connection with the use,occupancy or operation of the Real Property; 2.L4 all rights as a declarant (or its equivalent) under any covenants, conditions and restrictions or other matters of record affecting the Real Property; 098On EXHIBIT wir -Page 1 Deed of Trust ___ en •• 11.5 all materials prepared for filing or filed with any governmental agency; 2.1.0 all rights under any contract in oannection with the development, design, use, operation, management and construction of the Real Property and/or the Improvements; and 2.1.7 all books and records prepared and kept in connection with the acquisition,construction. operation and occupancy of the Real Property. and the Improvements; 2.2 Onnerssig.All construction, service, management, engineering, consulting, leasing, architectural, design, landscape and other similar contracts of any nature. as such may be modified,amended or supplemented ban time to time. eonnerning the design, construction,management.operation, occupancy, use, and/or disposition ofany portion of or all of the Real Property; 2.11 fkkgajingllkwans.All architectural. design and engineering drawings, plans. specifications, working drawings, shop drawings, general conditions, addenda, soil tests and reports, feasibility studies. appraisals, engineering reports, environmental reports and similar materials relating to any portion of or all of the Real Property and/or the Improvements and all modifications,supplements and amendments thereto; 2.4 angel"MI payment and performance bonds or guarantees,and any and all modifications and extensions thereof relating to the Real Property and/or the Improvements; 2.6 tanagio„All reserves. deferred payments, deposits, refunds, cost savings. letters of credit and payments of any kind relating to the construction, design, development, operation, occupancy. use and disposition of all or any portion of the Real Property and/or tbs Improvements, including, without limitation, any property tax rebates now owing or hereafter payable; 2.0 janaahmagda. All proceedsof the loan secured hereby; 2.7 gam.All proceeds and any claim arising on account of any damage to or takingof the Real Property andkr the Improvements or any part thereat and all causes of action andrecoveriesfor any loss or diminution in the value of the Real Property and/or the Improvements; 2.6 inangangg.All policies of. and proceeds resulting from, insurance relating to theRealProperty,Improvements or any of the Collateral.and any and all riders,amendments,renewals. supplements or extensionethereof and all proceeds thereof 2.9 Regithik.All deposit* made with or other security given to utility companies withrespect to the Real Property andlor the Improvements,and all advance payments of insurance premiums made with respect thereto and claims or demands relating to insurance and all depositaccounts wherever located; 2.10 AWL.All shares of stock or other evidence of ownership of any part of the RealProperty that are owned in common with others, induding all water stock relating to the RealProperty.it any, and all documents or rights of'membership in any owners' or members' association• or tabular group having responsibility for managing or operating any part of the Real Propertyand/or the Improvements; Ll 1 fialeSantisak.MI sales contracts, escrow agreements and broker's agreementsconcerning the sale of any or all of the Real Property and/or the Improvements, and all amendmentsthereto: and 698062 EXHIBIT -Pegs 2 Deed of Trust _.. -....imomemeneme .• • 2.12 Wm&All income, rents, revenues,lama,deposits, receipts. profits and proceeds, and accounts receivable generated from the use and operation,of the Real Property,the Improvements and the Collateral to which Praetor may be entitled, whether now due, past due or to become due including,without limiting the above items.all "Goods%"Accounts".'Documents", "Instruments", "Money", "Chattel Pape? and 'General Intangibles". as those terms are defined in the California Commercial Code from time to lime in effect ATTENTION:COUNTY CLERKIRECORDER — THIS INSTRUMENT COVERS GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN AND IS TO BE FILED FOR RECORD IN THE RECORDS WHERE DEEDS OF TRUST AND MORTGAGES ON REAL ESTATE ARE RECORDED. ADDITIONALLY. THIS INSTRUMENT SHOULD BE APPROPRIATELY INDEXED, NOT ONLY AS A DEED OF TRUST OR MORTGAGE,BUT ALSO AS A FINANCING STATEMENT COVERING GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN.THE MAILING ADDRESSES OF THE TRUSTOR (DEBTOR)AND BENEFICIARY (SECURED PARTY) ARE SET FORTH IN THIS INSTRUMENT. 690062 EXHIBIT -Page 3 Deed of Trust '•_ 11111.11.1111."-• DOC#2016-0191597 Recording Requested By:INIIIIIIIIIM111111111111111FIRST AMERIOV4 TITLE Apr. 25,2016 02:34 PMtaitiono Commerthil Services_ Aim w immix to:OFFICIAL Rec ORMErnest.). Dranenburg, SAN DIEGO COUNTY RECORDERFEES:536.00 PAGES: 7 REN R HAYHURST ER BRYAN CAN$ LLP 8161 MICIIELSON DRIVE, SUITE 1500 IRVINE. CALIFORNIA 92612 A (SPACIKABOVir THUI Wilt FOR '61 "ustm FIRST AMENDMENT TO DEED OF TRUST THIS FIRST AMENDMENT TO DEED OF TRUST ("Agreement"), dated as of April 12, 2016, by and between ZR, N.A. dba California. Bank & Trust, as successor by charter consolidation to CALIFORNIA BANK&TRUST, a California banking corporation ("Lender"), and CR SEA OTTER, LLC, a Delaware limited liability company ("Borrovrer"), is made with reference to the following facts: RECITALS • A.Lender previously agreed to extend to Borrower a term loan inthe original maximum principal sum of Twenty Million Four Hundred Ninety-One Thousand Five Hundred Forty Dollars ($20,491,540.00) (as the same has been and may be amended from timeto time, "Loan"), pursuant to that certain Term Loan Agreement (Bridge Lean) dated as of May 6, 2014 (as the same has been or may be amended from time to time, *Loan Agreement"), by and between .Borrower and Lender.All capitalised terms not specifically defined herein have the meaning* given to such terms in the Loan Agreement. B.The Loan is evidenced by that certain Promissory Note Secured by Deed of Trust dated as of May 6, 2014 in the original face amount of Twenty Million Four Hundred Ninety-One Thousand Five Hundred Forty Dollars ($20,481,840.00). given by Borrower infavor of Lander (as the same has been or may be amended from time to time,"Original Note"). C.The Original Note is secured by, among other things. that certain Deed of Trust, Assignment oflimas and Rents and Security Agreement anduding Fixture Filing) dated as of May 8, 2014, and recorded on May 6, 2014,in the Official Records of San Diego County. California (*Official Records")as Document No. 2014-0183642 (as the same has been or may be amended from time to time, "Deed of Trust").The Deed of Trust encumbers that real property described in Extuldit "A" attached to the Deed of Trust ("Property"). D.All of the documents evidencing or relating to the Loan, including without limitation the documents evidencing and relating to the modifications to the Loan set forth in this Agreement, collectively shall be referred to as the "Loan Documents."All capitalised terms not specifically defined herein shall have the meanings given to such terms in the Loan Agreement. 900L19 1 First Amendment to Deedof That E.Borrower has requested that Lender modify the Loan by, among other things: (i)Increasing the "Loan Amount"(as defined in the Loan Agreement) from Twenty Million Four Hundred Ninety-One Thousand Five Hundred Forty Dollars ($20,491,540.00) to Twenty-Three Million Four Hundred Ninety-One Thousand Five Hundred Forty Dollars ($23.491,540.00)('New Loan Amount"); (n)Extending the term of the Loan and modifying the "Initial Maturity Date", "First Extended Maturity Date", "Second Extended Maturity Date",and the "Maturity Date" (all as defined in the Loan Agreement); and (iii)Modifying certain other terms and conditions of the Loan Documents as set forth herein. F.Lender is willing to consent to the modifications of the Loan Documents set forth herein subject to the conditions set forth below and in that certain First Agreement to Modify Loan Documents of even date herewith ("Modification Agreement").The date on which all of the conditions set forth in this Agreement and the Modification Agreement are satisfied and this Agreement is recorded in the Official Records shall be referred to as the "Modification Closing Date." TERMS AND CONDITIONS NOW,THEREFORE,in consideration of the foregoing premises and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1.Recitals.The preamble, recitals and any exhibits hereto are hereby incorporated into this Agreement. 2.Restatement of the Original Note.Borrower shall execute and deliver to Lender an Amended and Restated Promissory Note Secured by Deed of Trust of even date herewith (the Original Note,as amended by said document, is hereafter referred to as the "Note') evidencing, among other things (i) the increase in the face amount of the Original Note to the New Loan Amount, and (ii) the extension of the Initial Maturity Date, First Extended Maturity Date.Second Extended Maturity Date. and the Maturity Date to the new dates set forth therein.All references in the Deed of Trust to the Original Note are revised to refer to the Note, as amended and restated. 3.Amendment to Dead of Trust.The Deed of Trust is amended to refer to and to secure the obligations under the Loan Agreement, Note and other Loan Documents, as amended by this Agreement, the Modification Agreement and any other Loan Document delivered in connection with the Modification Agreement. 4.Conditions Precedent.In no event shall Lender have any obligation to close the transaction evidenced by this Agreement,unless and until all of the conditions set forth in the Modification Agreement are satisfied. 5.No Other Amendments.Except as expressly amended herein or in the Modification Agreement.or by any other Loan Document delivered in connection with the Modification Agreement, the Loan Agreement, the Note, the Deed of Trust and all of the other Loan Documents remain unmodified and in full force and effect. 800129 2 First Amendment to Deed of Trust nu 6.figuntimatif.Thin Agreement may be executed in any number ofcounterparts andby difibrent parties hereto on eeparate counterparts. each ofwhich, when so executed and deliveredshallbeanoriginal.but all such counterparts shall together constitute one and the sameinstrument. [The balance of this page is intentionally left blank.) 800129 3 First Amendment to Deed of Trust IN WITNESS WHEREOF, this Agreement has been executed by Borrower and Lender as of the date first above written. BORROWER: CR SEA LLC,a Delaware limited liability company By:Regent Sea Otter,LLC,a Delaware limited liability company.its Manager By:Regent Properties,LLC,a Delaware limited liability company,its Manager By: Name: Title:h i LENDER: ZB,N.A dba California Bank& Trust,as successorby charter consolidation to CALIFORNIA BANK & TRUST, a California banking corporation By: Name: 800129 Signature Page FirstAmendment to Deed of Trust IN WITNESS WHEREOF, this Agreement has been executed by Borrower and Lender as of the date first above written. BORROWER: CR SEA OTTER,LLC,a Delaware limited liability company By Regent Sea Otter,LLC,a Delaware limited liability company,its Manager By:Regent Properties,LLC,a Delaware limited liability company, its Manager By: Name: Title: LENDER: ZB, N.A. dba California Bank & Trust, as succeesor by charter consolidation to CALIFORNIA BANK TRUST, a California banking corporation By: Name:attic fkgri Title:Piesidsat 800129 Signature Page PintAmendment to Deed of Trust CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual Who signed the document to which this certificate is attached,and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) COUNTY OF LDS 410) On A1`1 ‘14 20O.before me,VI Crt4 SAlxvkibli 001'6 ItOtotC. Date (Here Insert Name and Title ofthe Officer) personally appeared 312 tito‘V.:14 Name's)ofSigner(8) who proved to me on the basis of satisfactory evidence to be the person(e) whose name() ishIre subscribed to the within instrument and acknowledged to me that helsheithey executed the same in hisiberithilir-'wdhorized capacity(ies),and that by his/her/their signature(S)on the instrument the person(), or the entity upon behalf of which the person() acted, executed the instrument. I cart*under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. 146.1"166610gent_.011 Ossuisslii •WSW WITNESS my band and official seal. •NampLestolli -CO-COMM--1 awls tem Signature Signature ofNotary Public Place Notary Seal Above 800129 Acknowledgment First Amendment to Deedof Trust CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) COUNTY OF e4422/4..._) On kite /7 ,20/6. before meL5ligtetefrildivinAlkali nidoilmecertehhe 4 (Here I t Name and Titleofthe ) • personally appeared Yilattotit ida464. Noma(s)ofSigner(s) , who proved to me On the basis of satisfactory evidence to be the perm*whose name(4 isleee subscribed to the within instrument and acknowledged to me that helsheithey executed the same in his/l eritheir authorized capaciWas),and that by hildherftheirsignature(on the instrument the person(pl.or the entity upon behalf of which the person(0 acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. sow tare;iiaol a Isillesion014512141 WITNESS my hand and official seal. •,:UMW Palls . Clan& v+..--1 -/WNW ;Nab IrmaVas On$1,201 Signature LISarrii. Y_1-642" Signature Notary Public Place Notary Seal Above 800129 Minos/W*130m First Amendment to Deed of Trust 1 I .i 1, • ,• ! '-.*.go 198141. i 010r No.1002440-12iscrewHo..1002440.1 r--n.r I A/INF I . Loss No.158 ..••I.-..frINA - 1aloft assirar nor Dm* nuea 11311G_..A11111111 MIEN RECOROED MAIL TO:54 SEP 12 P112:59 AHILMFolomm .f.:101 L. LYLE_jCARLOADDIRTIIIMIS 23703 Via Del Rio riPMIT BEOKI It iriAlrelliik!orb:: Linda,CA 92606 ANTS !Dollard F.McWilliams.G.T.X.:C77:71;1111r I W011 ^WM.I HIS *ANL POO lila:1440%Mb USE 1...1.iMAILTAXSTATEMENTSTO:000LIMMITANY DIANITIRTM I il le '—Offillfsgea0••••••••Mesm whi•M fiNfoffrmmvorsi• OR .—Cfmlefsd do Of••••••••••er +OM Noslismet••••••••orm marIvelfg M Mileflf fa.•111 sismnine et piano.of••••••••Offroohis •-slawNemo :: ATV:209-0112-02,03 GRANT DEED 1 fOR A VALUABLE CONSIDERATION.foeMpt of which is her achnowledind. „CAELSSAD MS EAST.LTD..a California limited partnership ,Irseby :MANTIS)to .4ten CARLSBAD PARTNERS.a California general partnership 0 I off.Ma fool Oman In de City of Carlsbad. County of "1"Die".Sum of Cautemis demented es lots 26 and 27 of CARISSAD TRACT MO.74-21,be the City of Carlsbad.County of IISanDiego,State of California.according to Nap thereof No.10372.filed in 1theOffice of the County Recorder of San Map County.April 13.1982.I- 1 ' f1 I THIS SEM DUD IS SUBJECT TO 2111 PROVISIONS OF AN ADDRIEHM ATTACIMO VENETO AS L.MIST(UN AIIM INCORPORATED !IVIED!. 'Ifi 1 • .• September 7.1990 (SEE MACRO summit PAM..Doted .......—...._...... __..—........ I -.--..............-,...---.—..—.....-................— balm ma •.•MOP"Makla owlla rid *oft por•,gi.".•.....,......__....... ..______.._..•....... .,.,pewit/Mows toimfapr000• to on Ow MON ei semeasary J .1. aineed iste noeneemismom eiememedioNo MM. •••••••••••olfooropious is en ow ereound U il,...., •VAMIISSaorhood Awl ollioludsot IV*ow kw .IN O loorterisi WM401111611110----- .1002 WILV MAIL TAX STATEMENTS AS DIRECTED /WOVE • 1 .1 .--••. ., .• /I 1.. 1 . 1 159 nava=mg SO 11110111RINIP 411101?CUD , t Cilicarttrairriaraporst=hip A /1II1111ii2ralCi=gersittlio).4,I . .,Gomel '49Nital / lj iDvCif Willi 1A-s-' 1 1 1 °It 0 ?LW.: Its OM 'DIOS 2110.,acalneiraia emporatioa• liesseral a sr I*.V 4.— TitlellilIV i trip ItillES-.; ...... ili 1 ... . .x 4, . ,. 1 Ar • 4. . I I' ' i I .._,.,,110MMMONOMM I ,I ..../.. .•-. 1 •'•.••. • ISO . .. • .• .Mil Cif CAMOSIIIA 0as COMTE Or a*01100 all SlInteMber Ila 1990 before se.the undersigned,alktery Public in and for *aid Mato, personally appeared peregeaUjime=1:e no orapreved to me on the basil ei . ji IPsatisfaietory evidence to hp the person who exacited thistheasthed•-.4_t...•.trespeatigft. of nal 0011111140027.01 COPAN,the sedgeration that I executed Ws ingress* en behalf of firafenan Oka 'Alfa VW. A Cower=illablil stir.the partaersh.ip that exegete&this inetrusiont.sod selatowlestged to we that the eergeraties i snouted this instrument paraust to its by-lawe or a resolution 1 i of its board of digesters as soda partner amd that the , 'pertmerstip exsoated it.. sod official seal. ONICIAL Wt.i 1414 eneerniJ.IMMO h•,-,.loom um •Wawa •.._--... ImoDatinni o -'.....• ,1';ZWO moo ommm,. ... erms or a LITORSIA COMM Of SAS Mao 1 •88 1 4' OD Aockteubor 11 If10.before die.the undersigned, a Notary e‘§Public is and for said stater PersenallAPPOIrodrogg psrseraili Dark o me Davis A.MOM to lie or proved to as ea the Emilie of•satisfactory evideacs to be the persons who doescated Ibis i•instrument as tbe orpgdogt img secretary Irespectively,et OBS.MIN Illib. ,tIle oorporationJ that exsoutea.•.•.•.slthisinstrumentonhabit at falb.dhhie OM OUT.20..A 1 CILIPOPalh mom 30.101111111111P,the pertimerehip that execuluedthisinstrument,sad addoodadfol to NO that tho loolOorstiOs ij•executed this instrument purseent to its by-liers or a re0010tien •Of its beard 01 direetera as sash partner and that thepartnership moused it. I g wirsille PI hand one official seal. ;TANWWW44W0TarftNY./7 r annum --c..p..vele__.i ile.r.Pwificitamomon ,„+.Immo oma so ROUST rulnle in iAt4 DINOCOUPAY stateneigoosioWinMYIASI Il ,•Ill 1111 3iI ,I ..•i .: • . 1 i i 0 Ii.. 1 1 ^"...." •.••i V I '.. $ •..•.. •..•.1$i•. •Xag1In. fa°. (101 - 11111 DIED1 I:ItideMISeeienaim*Deed ribblendame)is WOW tadleoaraoseind ea tom.ibe.• tmetnership Seat Deed .,=ft osnentmity;001101161)AM INIts.WOO'teal 114.1011mter.).ti Savor at Vint Mak___'Sar.'M 1Cismortaelstrartbsists•teed La UMW leoplaieebed as tAleoits dieziasdirvartamems. .„ betts=r).. ,bi i ----'stoat* to gaintOS !wile% .(a)the eadieratioa. Of 1Protactiet Crielaints forCarlsbadOaks.list teliania 'recorded to.smoost 34.AM at filedo.40.4414101... Pages"OSSTS tlecouSt 01031 ot ths Oftielli Siaerds k .St ism Die.Ghlatti dalitorniet 04 Ito reservation to Oreator of ninen11.4.3011than 100 feet Why 1114:tertase if the trepasey-,proemial ag" 0 !era**ilahnis Ste MOO Of IISSVSOS aid taibierrees atter tramthe entrain to a Mom et $00 test below tas serteoet and (o)Shiosleot00 is.,neesitionoso and Otter netts=of mom*es et OS Otte of r000reetima Of this .Orait teed. IP44 0......S.••.tbo=givirtel wittlefew f as .':-::sof !iinen.Orem*••• . -tlit.lrefisrlY Aii ''.isatrausoie•.•-apt.a'•;... : :• -- 11111seellests.ft.nit 104..i....'lia 14141.1100 ..... ".7 .*ea toe- tiesiatirs Vitt ill* . 44.4111$4wdo -""1.....,;:7-1•:..L.:-''!*17:""!"....uxii i I1•dmeeieity.- •Itias _Distal*:...:'.4 -:'!.: ''- ..2''.'''''.41)•11 ' '•in Order te finnISh'S*111116 t=r0 :'iiiii:r 1 i4 :infailitrnteif0:0010100101." • . 4111140.tra . II 1 1' Imasgrasse .14.4.:010.-S...Sesiibos,tor :.'.'IRS 'ItsSin. •osierotilivaisanWISSASSI Sif000sessass00.• sit .... _ ..... _Seloliera ••-..'"Ade tas --•-• •erantor asthelitioto einetisi.•' •.ii(Odzed litwiden*seds ooposoireel to ••the Pty or Dart at theaillo-Oeee tip ..O ir3.‘fhl istoriStens Of .thill amidst WSlet the ,...._,. '-,_sad ether real proyeVilend by ii rensstar''.Slit ;g I „I ....., • • •, ••• It ti• 1 . -•-•/.,,• i-....• .•"-..-..•,* ....162 Lots 23.24.29,31 thrash is of CASISDAD 'g MCP 50.74-21 in the My of Oarlsbatt,. thoOlstogairg San Diem:gate of California,..to leep No.1027 tiled inthe Office of the County asserder of San Diego 1 ICounteaApril13.MISS and Parcel 1 ofParcel Nip So.15402 filed in the Oates of ris the County neverder et San Diego County.. California en Suns I,2100.and Pima it of ... Parcel Ss no.11111.2 filed in the tattoo at i gi tbs acenty Iteeorder of San Diego 1:8!.calif ernia an Febreary 11,INS (o=tvely.*grantor's Property").• This Addend's is executed purseent to California Civil Code 11 •.Section 145$,and the oovenaists set forth berets shall bindOrestesand SOOMOOOr 01010/11 of the Property,SO COWAN*.running with the land.for the benefit of Grantor and successor •owners of Grantor's Property.'g! 4.gsmumMasmsisloon.Z 4.1 ..acnsa.It either party ocurisoes legal i 'sCeZerings tor salt relief against the other party arising out of ddendea,the losing =t4S21 pay the prevailing party's suilegal oasts and spenses..bat not limited to,C)reasonable attorneys'fees and as deternised by the court. 1 e 4.2 liarteposAstagglisp .a breach et this amend=shall not tapas: the lien or ers sortgage or deed of trustmatted in good faith and for value geed easonbering the Property,but all covenants set forth herein shall bind anysuccessor comer of the Property who aspires title pursuant tothe exercise of any rights or remedies set forth in any such i .mortgage or deed of trust.., mentOSIONVI. .r! .!.g wi ..1 ..i 1 . . 1 xl.. ..., ., 1 1 ill Iit'S DOC#2016-0291850 IM1111111111111111111111111 Jur. 14,2016 11:18 AM OFFICIAL RECORDSErnest J. Dronenburg, SAN DIEGO COUNTY RECORDERFEES:$21.00 RECORDING REQUESTED BY AND)PAGES: 3WHEN RECORDED MAIL TO:) ) City Clerk CITY OF CARLSBAD 1200 Carlsbad Villege Drive Carlsbad, Ca is 92008-1989 ) Space above this line for Recordees use Assessors Parcel Number 209-082-09-00 Project Number and Name SDP 16-01 -Regent Properties Twin Atlas NOTICE OF RESTRICTION ON REAL PROPERTY The real property located in the City of Carlsbad,County of San Diego,State of California described as follows: Being the consolidation of Lots 26 and 27 of Carlsbad Tract No. 74-21, in the City of Carlsbad, County of San Diego, State of CaNfornia, according to Map thereof No.10372,Mal in the Office of the County Recorder of San Diego County on April 13,1982 is restricted by a Minor Site Development Plan No. SDP 18-01 approved by the City of Carlsbad on April 19, 2016.A copy is on file at the City of Carlsbad Planning Division.The obligations and restrictions imposed are binding on all present or future interest holders or estate holders of the property. • •• • 1 Rev. 01/2013 WM INN 11100.- Assessors Parcel Number:209-0112-09-00 Project Number and Name:SDP 18-01— Regent Properties Twin Atlas OWNER:APPROVED AS TO FORM: CR.Se 0441.- lAY05t.SBADOwner's DON NEU, Signature City Planner VI/40W'Moth 1)ir-er.*v-///GPrinte and title Date Signature CELIA A. BREWER, City Attorney By:Pet Print name and title Assistant City Aft y Date Date (Proper notarial acknowledgment ofexecution by Contractor must be attached.) (Chairman,president or vice-president and secretary.assistant secretary,CFO or assistant treasurer must sign for corporations.Otherwise,the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the offloads) signing to bind the corporation.) (if signed by an individual partner,the partnership must attach a statement of partnership authorizing the partner to execute this instrument). 2 Rev. 01/2013 mmisoimmotormi CALIFORNIA ALL4UNPOSI ACKNOWLINIONINNT CIVIL CODE I 1180 .....„.... A notary pubic or other caw completing this certificate vides edy the Identity of the Individual who signed the document to which this certificate is attached and not the vuthfulness, accuracy, or validity of that dOcurnent. State of California County of Los Angeles on lAay 17.2016 before me,Nicole Stanton, Notary Public Date Here Insert Name and Ties ofthe Offit:er personally appeared Douglas Brows Narne(s)ofSignet(s) who proved to me on the basis of satisfactory evidence to be the person(e)whose name(s) Isiere• subscribed to the Within instrument and acknowledged to me that he/10016w executed the same in hlwireneleibauthorked cepackyfee). and that by tileiberlekser signature(*) on the instrument the poem*, or the entity upon behalf of which the person(*) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph Is true and correct. gereariselea MON WITNESS my official seal. •MN• fAS COM NOON Rao Signature ofNotary Public Piece Noisy Seel Above OPTIONAL Though this section is opfioneI completing this info :motion con Oster alteration ofthe document or fraudulent mattachinentofthis fonn toan unintended document Deicription of Attached Document This or Type of Document:Document Date: Number of Peps:,Signer(t) Other Than Named Above: Ceentolly(lers) Clakried by SIgner(s) SOWS Name:Signer's Name:0 Corporate Officer' — 11604:0 Corporate Officer — Title(s):0 Partner —0 Limited 0 General 0 Partner —0 Limited 0 General0IndNidual0Attorney in Fact O individual Cl Attorney In Fact0Trustee0Guardian or Conservator 0 Trustee 0 Guardian or Conservator0Other:0 Other: Signer Is Representing:Signer Is Representing: 02014 National Notary Association • www.NetionaiNotary.org •1-800-US NOTARY (14004764827)Item 15907