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HomeMy WebLinkAboutSDP 96-14C; LEGOLAND HOTEL CALIFORNIA; Site Development Plan (SDP)Ci) CITY OF CARLSBAD V 11-,u LAND USE REVIEW APPLICATION 1) □ □ 0 □ □ □ □ □ □ □ □ □ □ 2) 3) APPLICATIONS APPLIED FOR: (CHECK BOXES) (FOR DEPT. USE ONLY) (FOR DEPT. USE ONLY) Administrative Permit □ Planned Development Permit Administrative Variance □ Planned Industrial Permit Coastal Development Permit Amendme ~tar er, /6C □ Planning Commission Determination Conditional Use Permit □ Precise Development Plan Condominium Permit □ Redevelopment Permit Environmental Impact Assessment 0 Site Development Plan Amendment SfJf 76 lttC General Plan Amendment □ Special Use Permit Habitat Management Plan Permit □ Specific Plan □ +eAtati..«e l=!aFsel Ma13 Hillside Development Permit Obtain from Engineering Department Local Coastal Program Amendment □ Tentative Tract Map Master Plan □ Variance Minor Conditional Use Permit □ Zone Change Non-Residential Planned Development □ List other applications not specified ASSESSOR PARCEL NO(S).: 211-100-09 PROJECT NAME: LEGOLAND Hotel California 4) BRIEF DESCRIPTION OF PROJECT: A hotel with restaurant located adjacent to the LEGOLAND park entrance within the existing LEGOLAND property. 5) OWNER NAME (Print or Type) 6) APPLICANT NAME (Print or Type) Merlin Entertainments Group U.S. Holdings Inc. Hofman Planning & Engineering MAILING ADDRESS MAILING ADDRESS 1 LEGOLAND Drive 3152 Lionshead Avenue CITY AND STATE ZIP TELEPHONE CITY AND STATE ZIP TELEPHONE Carlsbad, CA 92008 (760)918-5322 Carlsbad, CA 92010 (760) 692-4100 EMAIL ADDRESS: brian.shaw@legoland.com EMAIL ADDRESS: lweinheimer@hofmanplanning.com I CERTIFY THAT I AM THE LEGAL OWNER AND THAT ALL THE ABOVE I CERTIFY THAT I AM THE LEGAL REPRESENTATIVE OF THE INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY OWNER AND THAT ALL THE ABOVE INFORMATION IS TRUE AND KNOWLEDGE. ..,-5 ""-CORRECT TO THE BEST OF MY KNOWLEDGE. L\Lialo.'1 ~ti-t(/4tt-~ 1J10LIJ'o SIG~ ... DATE • SIGNATURE ------.. DATE NOTE: A PROPOSED PROJECT REQUIRING MULTIPLE APPLICATIONS BE FILED, MUST BE SUBMITTED PRIOR TO 3:30 P.M. A PROPOSED PROJECT REQUIRING ONLY ONE APPLICATION BE FILED, MUST BE SUBMITTED PRIOR TO 4:00 P.M. Form 14 Rev. 03/08 PAGE 1 OF 4 7) BRIEF LEGAL DESCRIPTION Lots 18-19 of City of Carlsbad Tract no. 94-09, Carlsbad Ranch units 2 and 3 in the City of Carlsbad, County of Sand Diego, State of CA 8) LOCATION OF PROJECT: 1 LEGOLAND Drive ON THE I North I (NORTH, SOUTH, EAST, WEST) BETWEEN I LEGOLAND Drive (NAME OF STREET) STREET ADDRESS SIDE OF LI ____ Pa_l_o_ma_r ___ Ai_· r ___ p_o_rt_R_oa_d _ __, (NAME OF STREET) ANDI L----T~he __ c~r=os~s---i=ng=s=-D-ri_·v_e _ _, (NAME OF STREET) 9) IN THE PROCESS OF REVIEWING THIS APPLICATION IT MAY BE NECESSARY FOR MEMBERS OF CITY STAFF, PLANNING COMMISSIONERS, DESIGN REVIEW BOARD MEMBERS 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. 10) 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 AP~S-RESTRICTIONS RUN WITH THE LAND AND BIND ANY SUCCESSORS IN INTEREST. PROPERTY OWNER SIGNATURE FOR CITY USE ONLY Form 14 Rev. 03/08 RECEIVED APR 1 ' 2 8 CITY OF CARLSBAD cPire: sr~m (',P~flif\lON RECEIVED RECEIVED BY: PAGE 2 OF 4 PROJECT DESCRIPTION/EXPLANATION PROJECT NAME: LEGOLAND Hotel California APPLICANT NAME: Hofman Planning & Engineering 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: The proposed application includes a Site Development Plan Amendment and Coastal Development Permit Amendment to the original SDP 96-14 and CDP 96-16 for LEGOLAND Carlsbad. The proposed project is a 250 room hotel located within the LEGOLAND property, southeast of the park entrance. The hotel will include a restaurant, bar, and accessory uses. LEGOLAND Hotel California will provide a convenient lodging option for families and visitors to the LEGOLAND park and surrounding Carlsbad area. Project Description 10/96 Page 1 of 1 -• Cit}' of Carlsbad IQEiei,1■,i•i•J4•Eil•11IA11 i . DISCLOSURE STATEMENT Applicant's statement or disclosure of certain ow·nership 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. 1. APPLICANT (Not the applicant's agent) Provide the COMPLETE. LEGAL names and addresses of & persons having a financial interest in the application. If the applicant includes a corporation or partnership. include the names, title, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (NIA) IN THE SPACE BELOW. If a publicly-owned corporation, include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Person N/A Title. __________ _ Address. _________ _ 2. OWNER (Not the owner's agent) Corp/Part LEGOLAND California LLC Title Operator Address 1 LEGOLAND Drive, Carlsbad, CA 92008 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, title, 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 N/A -----------Ti tie ___________ _ Address. _________ _ Corp/Part Merlin Entertainments Group u. s. Holdings, Inc. Title Owner Address 1 LEGOLAND Drive, Carlsbad, CA 92008 President -John Jakobsen Secretary -Brian Shaw Director -Andrew Carr 1635 Faraday Avenue• Carlsbad, CA 92008-7314 • (760) 602-4600 • FAX (760) 602-8559 • www.ci.carlsbad.ca.us @ 3. NON-PROFIT ORGANIZATION OR TRUST Jf any person identified pursuant to (1) or (2) above is a nonprofit organization or a trust, list the names and addresses of Arr£ 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? D Yes 12] 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. 5h ~" 'V,o/mg ~~ 'lbof 2-a,» Signature of owner"ae Signature of applicant/date Merlin Entertainment Group U.S. Holdings Inc. Merlin Entertainment Group U.S. Holdings Inc. Brian Shaw Brian Shaw Print or type name of owner Print or type name of applicant Hofman Planning & Engineering -Leslie Weinheimer Print or type name of owner/applicant's agent H:ADMIN\COUNTER\OISCLOSURE STATEMENT 12/06 Page 2af 2 HAZARDOUS WASTE AND SUBSTANCES STATEMENT 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 Wastes and Substances Sites List compiled by the California Environmental Protection Agency and hereby certify that ( check one): G 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. D The development project and any alternatives proposed in this application ill contained on the lists compiled pursuant to Section 65962.5 of the State Government Code. APPLICANT PRO~ERTY OWNER Name: Hofman Planning & Engineering Name: Merlin Entertainments Group u. S. Holdings, Inc. Address:_31_s_2_L1_· o_n_s_he_a_d_Av_e_n_u_e _____ _ Address: 1 LEGOLAND Drive Carlsbad, CA 92010 Carlsbad, CA 92008 Phone Number: (760) 692-4014 Phone Number: (760) 918-5322 Address of Site: 1 LEGOLAND DRIVE Local Agency (City and County): Carlsbad, San Diego county Assessor's book, page, and parcel number:_2_1_1_-1_0_0_-_09 __________________ _ Specify list(s): _____________________________ _ Regulatory Identification Number:. _________________________ _ Date of List: ________________________________ _ ____,_,""'-· .. :~i-==·~~· _· -=-=t/1,,-=--~..;.J,oUL.::..;tt,u,t;....:.· "'""''(,---,;,<..;..,.0°+-/0_fl ___ ~-:.__ '-\/iO/o~ Applicant Signature/Date Property Owner Signature/Date Admin/Counlc:r/HazWastc CITY OF CARLSBAD APPLICATION REQUIREMENTS FOR: COAST AL DEVELOPMENT PERMIT (SINGLE FAMILY REGULAR AND MINOR) COASTAL DEVELOPMENT PERMIT SUPPLEMENTAL APPLICATION (FOR ALL COASTAL DEVELOPMENT PERMITS) This supplemental application is to be filed for any development requiring a Coastal Development Permit issued by the City of Carlsbad. **Application checklist for Non-Single Family Regular Coastal Development Permits covered under separate handout. A proposed project requiring that multiple applications be filed must be submitted prior to 3:30 p.m. A proposed project requiring that only one application be filed must be submitted prior to 4:00 p.m. All joint application exhibits, i.e. Tentative Map and Planned Development Site Plan should be prepared at the same scale. (Use a scale no smaller than l" = 40'.) This supplemental application is to be filed for any development requiring a Coastal Development Permit issued by the City of Carlsbad. I. GENERAL BACKGROUND A. Estimated Cost of Development: Development costing $60,000 or more does not qualify as a Minor Coastal Development Permit. The Planning Director shall make the final determination regarding a project's cost of development. The primary basis for determining cost of development will be the application of dollar costs per square foot for different types of residential construction. These costs are set by the International Conference of Building Officials (ICBO) and are applied throughout San Diego County. Please complete the following information to assist in the determination of this project's cost of development (Contractor proposals may also be submitted for consideration by the Planning Director). Please refer to the current fee schedule for the appropriate $/square foot fee rate. ⇒ ⇒ ⇒ ⇒ ⇒ New Residential Square Footage: N/A square feet x $ /sq. ft.=$ Residential Addition Square Footage: N/A square feet x $ /sq. ft.=$ Any Garage Square Footage: square feet x $ /sq. ft.=$ N/A Residential Conversion Square Footage: square feet x $ /sq. ft.=$ N/A Please contact the City of Carlsbad Building Department for current fee rate for Non- Residential uses (i.e. Retail/Store; Restaurants; Office; and Manufacturing/Warehouse uses.) ______ square feet x $ __ /sq. ft.= $_N_/_A __________ _ COST OF DEVELOPMENT ESTIMATE:$ cost will exceed $60, ooo ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ Form 13 Revised 04/04 Page 1 of7 B. Do you wish to apply for: 1. A Minor Coastal Development Permit (Under $60,000 cost estimate) D 2. A Regular Coastal Development Permit ($60,000 or more cost estimate) G C. Street address of proposed development 1 LEGOLAND Drive D. Assessor's Parcel Number of proposed development 211-100-09 E. Development Description: Briefly describe project: A hotel with restaurant located adjacent to the LEGOLAND park entrance within the existing LEGOLAND property. F. Describe the present land uses (i.e. vacant land, single family homes, apartments, offices, etc.) that surround the proposed development to the: North: __ LE_G_O_LAND ___ P_a_r_k ________________________ _ South: __ P_a_r_k_i_n_g_l_ot _________________________ _ East:. ___ L_EG_o_LAND ___ A_d_m_i_n_i_s_t_r_at_i_· o_n_b_u_i_l_d_i_n_g _______________ _ West: ___ Pa_r_k_i_·n_g_l_o_t ________________________ _ G. Is project located within a I OO-year flood plain? Q No II. PRESENT USE OF PROPERTY A. B. Are there existing structures on the property? If yes, please describe. Will any existing structure be removed/demolished? Dves G No Oves [3 No If yes to either question, describe the extent of the demolition or removal, including the relocation site, if applicable (also show on plans). Structures will not be removed/demolished but existing parking lot will be replaced by hotel. III. LOT COVERAGE A. Existing and Proposed Building Coverage Landscaped Area Hardscape Area Unimproved Area (Left Natural) Overall Site Existing 235,493 sq. ft. 2,750,170sq.ft. sq. ft. sq. ft. Hotel Area New Proposed 212,073 sq. ft. 18, 813sq. ft. sq. ft. sq. ft. New Overall Site Total 44 7, 566 sq. ft. (8%) 2,768,983 sq. ft. (50%) sq. ft. sq. ft. ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ Form 13 Revised 04/04 Page 2 of7 B. Parking: Number of existing spaces Number of new spaces proposed Existing/Proposed TOT AL: Number of total spaces required Number of covered spaces Number of uncovered spaces Number of standard spaces Number of compact spaces Is tandem parking existing? Is tandem parking proposed? C. Grade Alteration: Is any grading proposed? If yes, please complete the following: 1. Amount of cut 2. Amount of fill 3. Maximum height of fill slope 4. Maximum height of cut slope 5. Amount of import or export 6. Location of borrow or disposal site 5,310 (excess parking included) 0-existing spaces partially relocated 4,795 4,154 0 4,154 Oves#_ G]No Oves#_ []No 0ves □No 1850 cu. yds. 3630 cu. yds. 0 feet 4 feet 1780 cu. yds. LEGOLAND • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • Form 13 Revised 04/04 Page 3 of7 ENVIRONMENTAL INFORMATION FORM (To be Completed by Applicant) Date Filed: "'-/ -/ 'j -i (To be completed by City) Application Number(s): SDP 96-14 (cl /CDP 96-16 (c} General Information I. Name of project: LEGOLAND Hotel California 2. Name of developer or project sponsor: Merlin Entertainments Group u. s. Holdings Inc. Address: __ l_L_E_G_O_LAND ___ D_r_i_v_e __________________________ _ City, State, Zip Code: __ c_a_r_l_s_b_a_dc..., _CA __ 92_o_o_s ____________________ _ Phone Number: (760) 918-5322 3. Name of person to be contacted concerning this project: Hofman Planning: Leslie Weinheimer Address: 3152 Lionshead Avenue City, State, Zip Code: Carlsbad, CA 92010 PhoneNumber: (760) 692-4014 4. Address of Project: 1 LEGOLAND Drive, Carlsbad 92008 Assessor's Parcel Number: _2_1_1_-_1_0_0_-_0_9 _______________________ _ 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: 6. 7. 8. Site Development Plan Amendment and Coastal Development Permit Amendment Existing General Plan Land Use Designation: _T_-_R ___________________ _ Existing zoning district: _c_-_T_-_o __________________________ _ Existing land use(s): ___ T_h_e_m_e_P_a_r_k _______________________ _ 9. Proposed use of site (Project for which this form is filed): Theme Park and hotel Project Description IO. Site size: Overall Site =128. 32 11. Proposed Building square footage: _2_12_, 0_7_3_s_qu~a_r_e_f_e_e_t ________________ _ 12: Number of floors of construction: __ 3 ________________________ _ 13. Amount of off-street parking provided: _4..:..., _7_9_5 _____________________ _ 2 02/22/06 14. Associated projects: LEGOLAND Carlsbad -Theme park 15. If residential, include the number of units and schedule of unit sizes: --'N:.:....:A=-=--------------- 16. If commercial, indicate the type, whether neighborhood, city or regionally oriented, square footage of sales area, and loading facilities: ____________________________ _ Hotel -City/Regionally oriented 17. If industrial, indicate type, estimated employment per shift, and loading facilities: _N~/_A ______ _ 18. If institutional, indicate the major function, estimated employment 11er shift, estimated occupancy, loading facilities, and community benefits to be derived from the project: _N_A _____________ _ 19. If the project involves a variance, conditional use or rezoning applications, state this and indicate clearly why the application is required: _N_/_A ________________________ _ 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 alteration of ground contours. 21. Change in scenic views or vistas from existing residential areas or public □ 0 lands or roads. 22. Change in pattern, scale or character of general area of project. □ G8 23. Significant amounts of solid waste or litter. □ ~ 24. Change in dust, ash, smoke, fumes or odors in vicinity. □ ~ 25. Change in ocean, bay, lake, stream or ground water quality or quantity, or □ 0 alteration of existing drainage patterns. 26. Substantial change in existing noise or vibration levels in the vicinity. □ 0 3 02/22/06 26. 28. 29. 30. 31. Yes Site on filled land or on slope of IO percent or more. D Use or disposal of potentially hazardous materials, such as toxic D substances, flammables or explosives. Substantial change in demand for municipal services (police, fire, water, D sewage, etc.). Substantially increase fossil fuel consumption (electricity, oil, natural gas, D etc.). Relationship to a larger project or series of projects. 0 Environmental Setting Attach sheets that include a response to the following questions: No ~ 0 GI □ 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: __ i_,_0~'10.,_l_78 _____ _ 4 02/22/06 Supplemental 31. LEGOLAND Hotel California is related to the larger LEGOLAND Carlsbad Theme park. It will be developed within the overall LEGOLAND property in a portion of the existing parking lot. 32. The overall project site is LEGOLAND Carlsbad including the theme park, service/administration area and parking lot. The proposed hotel project site would be located on a portion of the existing parking lot southeast of the park entrance. There are no existing structures on site. The hotel site contains asphalt and a few landscaped medians within the parking lot that will be removed. 33. The proposed hotel is located within the LEGOLAND property. The LEGOLAND theme park is located to the north of the hotel and parking lots are situated to the south, west and southeast. The LEGOLAND property has a generous landscape setback from all surrounding roadways including LEGOLAND Drive, The Crossings and Palomar Airport Road. Surrounding properties are well buffered from the LEGOLAND property and include the municipal golf course to the east, the Sheraton hotel to the northeast and offices to the west. Views looking NORTH View looking WEST View looking NORTHWEST View looking EAST View looking SOUTHEAST Chicago Title Company Builders Services Division 2365 Northside Drive, Suite 500, San Diego, CA 92108 (619) 521-3400 Title Department: Chicago Title Company Attn: Tom Votel/Ken Cyr Email: votelt@ctt.com & cyrk@ctt.com Phone: (619) 521-3673 Fax: (619) 521-3608 Order No.: 603041285-U50 Escrow Department: FIRST AMENDED PRELIMINARY REPORT Property Address: Legoland Dated as of: March 18, 2008 at 7:30 am CHICAGO TITLE INSURANCE 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 in Schedule B or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms. The printed Exceptions and Exclusion from the coverage of said Policy or Policies are set forth in the attached list. Copies of the Policy forms are available upon request. Please read the exceptions shown or referred to in Schedule B and the exceptions and exclusions set forth in the attached list of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. THIS REPORT (AND ANY SUPPLEMENTS OR AMENDMENTS HERETO) IS ISSUED SOLELY FOR THE PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OF TITLE INSURANCE AND NO LIABILITY IS ASSUMED HEREBY. IF IT IS DESIRED THAT LIABILITY BE ASSUMED PRIOR TO THE ISSUANCE OF A POLICY OF TITLE INSURANCE, A BINDER OR COMMITMENT SHOULD BE REQUESTED. CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY CL TA Preliminary Report Form (Rev 1/1/95) Page 1 Order No.: 603041285-US0 SCHEDULE A 1. The estate or interest in the land hereinafter described or referred to covered by this report is: A Fee 2. Title to said estate or interest at the date hereof is vested in: Merlin Entertainments Group U.S. Holdings Inc., a Delaware corporation 3. The land referred to in this report is situated in the State of California, County of San Diego and is described in the Legal Description, attached hereto: END OF SCHEDULE A CL TA Preliminary Report Form (Rev 1/1/95) Page 2 Order No.: 603041285-US0 LEGAL DESCRIPTION LOTS 18 AND 19 OF CITY OF CARLSBAD TRACT 94-09, CARLSBAD RANCH-UNITS 2 & 3, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 13408, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON APRIL 1, 1997. Assessor's Parcel Number: 211-100-09 and 211-100-11 END OF LEGAL DESCRIPTION CLTA Preliminary Report Form (Rev 1/1/95) Page 3 Order No.: 603041285-U50 SCHEDULEB At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in the policy form designated on the face page of this Report would be as follows: 1. Property taxes, including any assessments collected with taxes, for the fiscal year 2008 -2009 that are a lien not yet due. 2. (A)Property taxes, including any personal property taxes and any assessments collected with taxes, for the fiscal year 2007 -2008 1st Installment: 2nd Installment: Penalty and Cost: Homeowners Exemption: Code Area: Assessors Parcel Number: $ 626,422.11 (Paid) $ 626,422.11 $ 62,652.21 (Due after April 10) None 09176 211-100-09 (B)Supplemental taxes for the fiscal year 2007 -2008 assessed pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State of California. 1st Installment: Penalty: Delinquent: 2nd Installment: Penalty: Delinquent: Code Area: Assessment No.: $17,256.97 $ 1,725.69 November 5, 2007 $ 17,256.97 $ 1,735.69 April 10, 2008 09176 900-000-89-00 (C)Supplemental taxes for the fiscal year 2007 -2008 assessed pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State of California. 1st Installment: Penalty: Delinquent: 2nd Installment: Penalty: Delinquent: Code Area: Assessment No.: CL TA Preliminary Report Form (Rev 1/1/95) $49,999.99 $4,999.99 November 5, 2007 $49,999.99 $5,099.99 April 10, 2008 09176 900-000-90-00 Page4 SCHEDULEB ( continued) Order No.: 603041285-US0 3. Taxes for APN: 211-100-11, Lot 19 Map No. 13408 (Not Billable), per County tax rolls. 4. An assessment by the improvement district shown below Assessment (or Bond) No.: Series: District: For: Parcel 95-1 Carlsbad CRL RCH Assmnt95-l Said assessment is collected with County/City property taxes. An assessment district diagram, thereof recorded June 4, 1997 as Instrument No. 1997-0262318, of Official Records. A notice of assessment thereof, recorded June 4, 1997 as Instrument No. 1997-0262319, of Official Records. 5. The lien of supplemental taxes, if any, assessed pursuant to the prov1s1ons of Chapter 3.5 (commencing with Section 75) of the revenue and taxation code of the State of California 6. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Granted To: Purpose: Recorded: Affects: San Diego Gas and Electric Company public utilities, ingress, egress July 5, 1972 as Instrument No. 72-172891, of Official Records The exact location and extent of said easement is not disclosed of record 7. The privilege and right to extend drainage structures and excavation and embankment slopes beyond the limits of Palomar Airport Road, where required for the construction and maintenance of said Street, as contained in the deed recorded September 15, 1988 as Instrument No. 88-463304, of Official Records. Affects Lot 18 herein described. 8. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Dated: Grantor: Grantee: Purpose: Recorded: Affects: June 27, 1988 Paul Ecke, Sr., Trustee of the Paul Ecke, Sr., Trust dated September 8, 1983 The City of Carlsbad Drainage September 15, 1988 as Instrument No. 88-0463305, of Official Records Lot 18 9. An easement for the purpose shown below and rights incidental thereto as set forth in a document. CLT A Preliminary Report Form (Rev 1/1/95) Page 5 Dated: Grantor: Grantee: Purpose: Recorded: Affects: Order No.: 603041285-US0 SCHEDULED ( continued) June 27, 1988 Paul Ecke, Sr., Trustee of the Paul Ecke, Sr., Trust dated September 8, 1983 The City of Carlsbad open space and incidental purposes September 15, 1988 as Instrument No. 88-0463306, of Official Records Lot 18 10. The privilege and right to extend drainage structures and excavation and embankment slopes beyond the limits of Palomar Airport Road, where required for the construction and maintenance of said public highway, as contained in the deed recorded September 15, 1988 as Instrument No. 88- 463310, of Official Records. Affects Lot 18 herein described. 11. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Dated: Grantor: Grantee: Purpose: Recorded: Affects: June 24, 1988 Carltas Company, a California limited partnership City of Carlsbad drainage September 15, 1988 as Instrument No. 88-0463313, of Official Records Lot 18 12. A pending assessment for the District shown below. When notice of the assessment is recorded with the County Recorder the assessment shall become a lien on said land. District: Disclosed By: Recorded: Community Facilities District No. 1 Assessment District Boundary December 19, 1990 as Instrument No. 1990-0674118, of Official Records Notice of special tax lien pursuant to the requirements of Section 3114.5 of the Streets and Highways Code and Section 53328.3 of the Government Code recorded May 20, 1991 as Instrument No. 1991-0236959, of Official Records. 13. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Dated: Grantor: Grantee: Purpose: Recorded: Affects: CLT A Preliminary Report Form (Rev 1/1/95) May 20, 1992 Carltas Company, a limited partnership The City of Carlsbad Traffic signal maintenance July 15, 1992 as Instrument No. 1992-0443116, of Official Records The route thereof affects a portion of said land and is more fully described in said document. Page 6 SCHEDULEB ( continued) Order No.: 603041285-050 Affects Lot 18 herein described 14. An Agreement, and the terms and conditions as contained therein Dated: By and Between: Recorded: Regarding: Affects: December 21, 1993 Carltas Company and City of Carlsbad December 30, 1993 as Instrument No. 1993-0886034, of Official Records Drainage fees as required by the growth management program and the adopted local facilities management plan for zone 13 The herein described land and other land. Reference is hereby made to said document for full particulars. 15. A document entitled "Hold Harmless Agreement Drainage", executed by Carlsbad Ranch Company, L. P., and the City of Carlsbad, subject to all the terms, provisions and conditions therein contained, recorded June 12, 1995 as Instrument No. 1995-0245821, of Official Records. 16. A document entitled "Hold Harmless Agreement Geological Failure", executed by Carlsbad Ranch Company, L. P., and the City of Carlsbad, subject to all the terms, provisions and conditions therein contained, recorded June 12, 1995 as Instrument No. 1995-0245822, of Official Records. 1 7. A document entitled "Development Agreement", dated, January 6, 1996, executed by City of Carlsbad and Lego Park Planning, Inc., subject to all the terms, provisions and conditions therein contained, recorded March 22, 1996 as Instrument No. 1996-0141299, of Official Records. Affects Lot 18 herein described 18. Covenants, conditions and restrictions ("but omitting, except to the extent that said covenant or restriction is controlled or permitted by any applicable federal or state law, any covenants or restrictions, if any, based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, medical condition, national origin, source of income, or ancestry" as set forth in the document Recorded: July 11, 1996 as Instrument No. 1996-0348524, of Official Records Note: Section 12956.1 of the government code provides the following: "If this document contains any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." CLT A Preliminary Report Form (Rev 1/1/95) Page 7 SCHEDULED ( continued) Order No.: 603041285-US0 Note: If you should request a copy of the document referred to above, California Law requires that a county recorder, title insurance company, escrow company, real Estate broker, real Estate agent, or association that provides a copy of a declaration, governing document, or deed to any person shall place a cover Page over, or stamp on the first Page of the previously recorded document or documents a statement, in at least 14-point boldface type, relating to unlawful restrictions. 19. A document entitled "Notice of Restriction on Real Property", dated, May 20, 1996, executed by City of Carlsbad, Carlsbad Ranch Company, L. P., CB Ranch Enterprises, Carlsbad Estate Holding, Inc., and National Association of Music Merchants, Inc., subject to all the terms, provisions and conditions therein contained, recorded September 5, 1996 as Instrument No. 1996-0450388, of Official Records. 20. A document entitled "Agreement Between Developer-Owner and the City of Carlsbad for the Payment of a Public Facilities Fee for Inside the Boundaries of Community Facilities District No. l", dated, December 17, 1996, executed by City of Carlsbad and Lego Land Carlsbad, Inc., Corporation, subject to all the terms, provisions and conditions therein contained, recorded February 7, 1997 as Instrument No. 1997-0056338, of Official Records. Affects Lot 18 herein described 21. An Agreement, and the terms and conditions as contained therein Dated: By and Between: Recorded: Regarding: February 21, 1997 Carlsbad Ranch Company, L. P., and Carlsbad Estate Holding, Inc., and Acknowledged and Consented to by the California Coastal Commission February 24, 1997 as Instrument No. 1997-0080274, of Official Records Open space deed restriction Reference is hereby made to said document for full particulars. Affects Lot 18 herein described 22. The fact that the ownership of said land does not include rights of access to or from the Street and Highway abutting said land, such rights having been relinquished by the map of said tract. Affects: Lot 18 adjacent to Palomar Airport Road Said land however, abuts upon a public thoroughfare other than the road referred to above, over which rights of vehicular ingress and egress have not been relinquished. 23. The fact that the ownership of said land does not include rights of access to or from the street, highway, or freeway abutting said land, such rights having been relinquished by the Map of said Tract. Affects: CLTA Preliminary Report Form (Rev 1/1/95) Lot 19 on the South adjacent to Lots 9 and 10 as shown on said Map No. 13408 Page 8 SCHEDULED ( continued) Order No.: 603041285-US0 Said land, however, abuts upon a public thoroughfare other than the road referred to above, over which rights of vehicular ingress and egress have not been relinquished. 24. An easement for the purpose shown below and rights incidental thereto as shown or as offered for dedication on the recorded Map shown below. Map No.: Easement Purpose: Affects: 13408 general access and public utilities and drainage as shown on said Map No. 13408 25. Covenants, conditions and restrictions ("but omitting, except to the extent that said covenant or restriction is controlled or permitted by any applicable federal or state law, any covenants or restrictions, if any, based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, medical condition, national origin, source of income, or ancestry" as set forth in the document Recorded: April 1, 1997 as Instrument No. 1997-0150347, of Official Records Note: Section 12956.1 of the government code provides the following: "If this document contains any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." Note: If you should request a copy of the document referred to above, California Law requires that a county recorder, title insurance company, escrow company, real Estate broker, real Estate agent, or association that provides a copy of a declaration, governing document, or deed to any person shall place a cover Page over, or stamp on the first Page of the previously recorded document or documents a statement, in at least 14-point boldface type, relating to unlawful restrictions. Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien of any mortgage or Deed of Trust made in good faith and for value. Said instrument also provides for the levy of assessments, the lien of which are stated to be subordinate to the lien of a first mortgage or first Deed of Trust made in good faith and for value. Among other things, said document provides: Easements and Restrictions 26. An Unrecorded Lease affecting the premises herein described, executed by and between the parties herein named, with certain terms, covenants, conditions and provisions set forth therein. Lessor: Lego Carlsbad AG, (Lego Carlsbad Inc.) a Swiss corporation CL TA Preliminary Report Form (Rev 1/1/95) Page9 Lessee: Recorded: SCHEDULED ( continued) Order No.: 603041285-US0 Lego Land Carlsbad, Inc., a California corporation April 16, 1997 as Instrument No. 1997-0175999, of Official Records The present ownership of the Leasehold created by said Lease and other matters affecting the interest of the Lessee are not shown herein. An assignment and assumption of Lease dated as of July 11, 2005, by and between Lego Land Estates AG (Lego Land Estates, Inc.), a Swill corporation and Play U. S. Acquisitions Co. Inc., a Delaware corporation, recorded August 29, 2005 as Instrument No. 2005-0744001, of Official Records. 27. A document entitled "Landscape Maintenance and Easement Agreement", dated, April 27, 1997, executed by Carlsbad Ranch Company, L. P., a California limited partnership and Lego Carlsbad AG (Lego Carlsbad Inc.), a Swiss corporation, subject to all the terms, provisions and conditions therein contained, recorded April 29, 1997 as Instrument No. 1997-0 I 97544, of Official Records. First amendment to landscape maintenance and easement agreement dated April 9, 1998, executed by Carlsbad Ranch Company, L. P., a California limited partnership and Lego Land Estates AG (Lego Land Estates Inc.), a Swiss corporation, recorded April 27, 1998 as Instrument No. 1998- 0239009, of Official Records. 28. A document entitled "Hold Harmless Agreement Drainage", dated, May 29, 1997, executed by Lego Carlsbad AG (Lego Carlsbad Inc.) a Swiss corporation, subject to all the terms, provisions and conditions therein contained, recorded July 1, 1997 as Instrument No. 1997-0310071, of Official Records. 29. A document entitled "Notice of Restriction on Real Property", dated, July 29, 1997, executed by Lego Land Estates AG (Lego Land Estate3, Inc.) and City of Carlsbad, subject to all the terms, provisions and conditions therein contained, recorded August 14, 1997 as Instrument No. 1997- 0391746, of Official Records. 30. A document entitled "Notice Concerning Aircraft Environmental Impacts Case No.: SDP 96- 14/CDP 96-16", dated, July 29, 1997, executed by Lego Land Estates AG (Lego Land Estate, Inc.), subject to all the terms, provisions and conditions therein contained, recorded August 14, 1997 as Instrument No. 1997-0391747, ofOfficial Records. 31. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Dated: Grantor: Grantee: Purpose: Recorded: Affects: October 30, 1997 Lego Land Estates (Lego Land Estates Inc.), a Swiss corporation San Diego Gas and Electric Company, a corporation public utilities, ingress, egress November 6, 1997 as Instrument No. 1997-0560979, of Official Records Lot 18 The exact location and extent of said easement is not disclosed of record CL TA Preliminary Report Form (Rev 1/1/95) Page 10 SCHEDULER ( continued) Order No.: 603041285-USO 32. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Dated: Grantor: Grantee: Purpose: Recorded: Affects: November 10, 1997 Lego Land Estates (Lego Land Estates Inc.), a Swiss corporation San Diego Gas and Electric Company, a corporation public utilities, ingress, egress December 1, 1997 as Instrument No. 1997-0603896, of Official Records Lot 18 33. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Dated: Grantor: Grantee: Purpose: Recorded: Affects: January 21, 1998 Lego Land Estates (Lego Land Estates Inc.), a Swiss corporation Carlsbad Municipal Water District water line easement March 6, 1998 as Instrument No. 1998-0122320, of Official Records Lot 18 34. A Grant Deed of waterline easement for the purpose shown below and rights incidental thereto as set forth in a document Dated: Grantor: Grantee: Purpose: Recorded: Affects: October 21, 1998 Lego Land Estates (Lego Land Estates Inc.), a Swiss corporation Carlsbad Municipal Water District water line easement March 6, 1998 as Instrument No. I 998-0122321, of Official Records Lot 18 35. A Grant Deed of waterline easement for the purpose shown below and rights incidental thereto as set forth in a document Dated: Grantor: Grantee: Purpose: Recorded: Affects: January 21, 1998 Lego Land Estates (Lego Land Estates Inc.), a Swiss corporation Carlsbad Municipal Water District water line easement March 6, 1998 as Instrument No. 1998-0122322, of Official Records Lot 18 35A. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Granted To: Purpose: Recorded: Affects: CLTA Preliminary Report Form (Rev 1/1/95) Grand Pacific Carlsbad, L. P ., a California limited partnership storm drain easement August 3, 2005 as Instrument No. 2005-0660417, of Official Records The route thereof affects a portion of said land and is more fully described in said document. Page II SCHEDULEB ( continued) Order No.: 603041285-US0 36. Intentionally omitted 3 7. Intentionally omitted 38. The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded June 6, 2006 as Instrument No. 2006-0398658, of Official Records. 39. Rights of parties in possession of said land. Matters affecting the rights of said parties are not shown herein. 40. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 41. A deed of trust to secure an indebtedness in the amount shown below, and any other obligations secured thereby Amount: Dated: Trustor: Trustee: Beneficiary: assigns Recorded: $227,272,727.00 May 21, 2007 Merlin Entertainments Group U.S. Holdings Inc., a Delaware corporation Chicago Title Company Bayerische Hypo-UNO Vereinsbank AG London Branch, its successors and/or May 21, 2007 as file No. 2007-0343513 of Official Records 42. An Unrecorded Lease affecting the premises herein described, executed by and between the parties herein named, with certain terms, covenants, conditions and provisions set forth therein. Lessor: Lessee: Disclosed by: Recorded: Merlin Entertainments Group U.S. Holdings Inc., a Delaware corporation Lego Land California, LLC, a Delaware limited liability company Subordination and Attomment Agreement May 21, 2007 as file No. 2007-0343514 of Official Records The present ownership of the Leasehold created by said Lease and other matters affecting the interest of the Lessee are not shown herein. END OF SCHEDULE B CL TA Preliminary Report Form (Rev 1/1/95) Page 12 Order No.: 603041285-US0 INFORMATIONAL NOTES Note No. 1: The policy of title insurance will include an arbitration provision. The Company or the insured may demand arbitration. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. Please ask your escrow or title officer for a sample copy of the policy to be issued if you wish to review the arbitration provisions and any other provisions pertaining to your Title Insurance coverage. Note No. 2: Your open order request indicates that a corporation formed outside of the jurisdiction of the State of California will be acquiring, encumbering or conveying the property in your transaction. Therefore, it is the requirement of this Company that prior to the issuance of our policy of title insurance we be furnished an opinion by independent counsel authorized to practice law in the foreign jurisdiction, at no cost to this company, which opinion shall make the following representations: ( 1) That counsel has reviewed and studied the articles of incorporation and any other pertinent documents in light of the applicable laws of that jurisdiction; (2) That the corporation was properly incorporated in that jurisdiction; (3) That the corporation is presently in good standing in that jurisdiction; (4) That the corporation has both the power and authority to own property in the United States/State of California, both under its articles and the laws of the jurisdiction; (5) That the named person(s) who will execute documents (if any) on behalf of the corporation is/are authorized to do so. MBB/lst amend CLT A Preliminary Report Form (Rev 1/1/95) Page 13 Ch....CAGO TITLE INSURANCE COMhirNY Fidelity National Financial Group of Companies' Privacy Statement July 1, 2001 We recognize and respect the privacy of today's consumers and the requirements of applicable federal and state privacy laws. We believe that making you aware of how we use your non-public personal information ("Personal Information"), and to whom it is disclosed, will form the basis for a relationship of trust between us and the public that we serve. This Privacy Statement provides that explanation. We reserve the right to change this Privacy Statement from time to time consistent with applicable privacy laws. In the course of our business, we may collect Personal Information about you from the following sources: • From applications or other forms we receive from you or your authorized representative; • From your transactions with, or from the services being performed by, us, our affiliates or others; • From our Internet web sites; • From the public records maintained by government entities that we wither obtain directly from those entities, or from our affiliates or others; and • From consumer or other reporting agencies Our Policies Regarding The Protection Of The Confidentiality And Security Of Your Personal Information We maintain physical, electronic and procedural safeguards to protect your Personal Information from unauthorized access or intrusion. We limit access to the Personal Information only to those employees who need such access in connection with providing products or services to you or for other legitimate business purposes. Our Policies and Practices Regarding the Sharing of Your Personal Information We may share your Personal Information with our affiliates, such as insurance companies, agents, and other real estate settlement service providers. We may also disclose your Personal Information: • To agents, brokers or representatives to provide you with services you have requested; • To third-party contractors or service providers who provide services or perform marketing or other functions on our behalf; and • To others with whom we enter into joint marketing agreements for products or services that we believe you may find of interest. In addition, we will disclose your Personal Information when your direct or give us permission, when we are required by law to do so, or when we suspect fraudulent or criminal activities. We also may disclose your Personal Information when otherwise permitted by applicable privacy laws such as, for example, when disclosure is needed to enforce our rights arising out of any agreement, transaction or relationship with you. One of the important responsibilities of some of our affiliated companies is to record documents in the public domain. Such documents may contain your Personal Information. Right To Access Your Personal Information And Ability To Correct Errors Or Request Change Or Deletion Certain states afford you the right to access your Personal Information and, under certain circumstances, to find out to whom your Personal Information has been disclosed. Also, certain states afford you the right to request correction, amendment or deletion of your Personal Information. We reserve the right, where permitted by law, to charge a reasonable fee to cover the costs incurred in responding to such requests. All requests must be made in writing to the following address: Multiple Products or Services: Privacy Compliance Officer Fidelity National Financial, Inc. 601 Riverside Drive Jacksonville, FL 32204 Ifwe provide you with more than one financial product or service, you may receive more that one privacy notice from us. We apologize for any inconvenience this may cause you. Privacy Statement (10-21-03) LIST OF ~NTED EXCEPTIONS AND E~LUSIONS CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY -1990 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 which arise by reason of: I. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by ( a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; ( c) resulting in no loss or damage to the insured claimant; ( d) attaching or created subsequent to Date of Policy; or resulting in loss or damage which would not have been sustained if the insured claimant had paid value for he insured mortgage or for the estate or interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which 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, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws. EXCEPTIONS FROM COVERAGE -SCHEDULE B, PART I This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Taxes or assessments which 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. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land which may be asserted by persons in possession thereof 3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. Exceptions and Exclusions AMERICAN LAND TITL~SSOCIATION RESIDENTIAL TITLE INMrkANCE POLICY (6-1-87) EXCLUSIONS In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees, and expenses resulting from: I. Governmental police power, and the existence or violation of any law or government regulation. This includes building and zoning ordinances and also laws and regulations concerning: • land use • improvements on the land • land division • environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks. 2. The right to take the land by condemning it, unless: • a notice of exercising the right appears in the public records on the Policy Date • the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking 3. Title Risks: • that are created, allowed, or agreed to by you • that are known to you, but not to us, on the Policy Date --unless they appeared in the public records • that result in no loss to you • 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: • to any land outside the area specifically described and referred to in Item 3 of Schedule A OR • in streets, alleys, or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. EXCEPTIONS FROM COVERAGE In addition to the Exclusions, you are not insured against loss, cost, attorneys' fees and expenses resulting from: 1. Someone claiming an interest in your land by reason of: A. Easements not shown in the public records B. Boundary disputes not shown in the public records C. Improvements owned by your neighbor placed or you land 2. If, in addition to a single family residence, your existing structure consists of one or more Additional Dwelling Units, Item 12 of Covered Title Risks does not insure you against loss costs attorneys' fees, and expenses resulting from: A. The forced removal of any Additional Dwelling Unit, or, B. The forced conversion of any Additional Dwelling Unit back to its original use. if said Additional Dwelling Unit was either constructed or converted to use as a dwelling unit in violation of any law or government regulation. Exceptions and Exclusions CALIFORNIA LAND TITLE~SOCIA TION HOMEOWNER'S POLICY ('ff"'TITLE INSURANCE (6/2/98) CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (6/2/98) ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (10/17/98) 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 ordinances, laws and regulations concerning: a. Building b. Zoning C. Land use d. Improvements on Land e. Land division f. Environmental protection This Exclusion does not apply to violations or the enforcement of these matters if notice of the violation or enforcement appears in the Public Records at the Policy Date. This Exclusion does not limit the coverage described in Covered Risk 14, 15, 16, 17, or 24. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not apply to violations of building codes if notice of the violation appears in the Public Records at the Policy Date. 3. The right to take the Land by condemning it, unless: a. notice of exercising the right appears in the Public Records at the Policy Date; or b. the taking happened before the Policy Date and is binding on You if You bought the Land without Knowing of the taking. 4. Risks: a. that are created, allowed, or agreed to by You, whether or not they appear in the Public Records; b. that are Known to You at the Policy Date, but not to Us, unless they appear 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.d, 22, 23, 24 or 25. 5. Failure to pay value for Your Title. 6. Lack of a right: a. to any Land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 18. Exceptions and Exclusions AMERICA~'1'..AND TITLE ASSOCIATION LOAN POL~ (10-17-92) WITH ALTA ENDORSEMENT-FORM 1 COVERAGE and AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY (10-17-92) WITH ALTA ENDORSEMENT -FORM 1 COVERAGE 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 which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; ( c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy (except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services, labor or material or to the extent insurance is afforded herein as to assessments for street improvements under construction or completed at Date of Policy); or (e) resulting in loss or damage which 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 the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which 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 statutory lien for services, labor or materials (or the claim of priority of any statutory lien for services, labor or materials over the lien of the insured mortgage) arising from an improvement or work related to the land which is contracted for and commenced subsequent to Date of Policy and is not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance. Exceptions and Exclusions . •· AMERICA~AND TITLE ASSOCIATION LOAN POL~ (10-17-92) WITH ALTA ENDORSEMENT -FORM 1 COVERAGE and AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY (10-17-92) WITH ALTA ENDORSEMENT-FORM 1 COVERAGE (Continued) 7. Any claim, which arises out of the transaction creating the interest of the mortgagee insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (i) the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the subordination of the interest of the insured mortgagee as a result of the application of the doctrine or equitable subordination; or (iii) the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. The above policy forms 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 General Exceptions: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Taxes or assessments which 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. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or by making inquiry of persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. Exceptions and Exclusions AMERICAN'b<ND TITLE ASSOCIATION OWNER'S POffltY (10-17-92) and AMERICAN LAND TITLE ASSOCIATION LEASEHOLD OWNER'S POLICY (10-17-92) 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 which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by ( a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or ( e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim, which arises out of the transaction vesting in the insured the estate or interest insured by this policy, by reason of the operation offederal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (i) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. The above policy forms 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 General Instructions: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Taxes or assessments which 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. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or by making inquiry of persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. Exceptions and Exclusions ... ALTA EXP~D COVERAGE RESIDENTIAL LOAN PO'L1CY (10/13/01) 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 which arise by reason of: I. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; ( c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy (except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services, labor or material or to the extent insurance is afforded herein as to assessments for street improvements under construction or completed at Date of Policy); or (e) resulting in loss or damage which 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 the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which 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. Real property taxes or assessments of any governmental authority which become a lien on the Land subsequent to Date of Policy. This exclusion does not limit the coverage provided under Covered Risks 7, 8(e) and 26. 7. 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 limit the coverage provided in Covered Risk 8. 8. Lack of priority of the lien of the insured Mortgage as to each and every advance made after Date of Policy, and all interest charged thereon, over liens, encumbrances and other matters affecting the title, the existence of which are known to the insured at: (a) The time of the advance; or (b) The time a modification is made to the terms of the Insured Mortgage which changes the rate of interest charged, if the rate of interest is greater as a result of the modification than it would have been before the modification. This exclusion does not limit the coverage provided in Covered Risk 8. 9. The failure of the residential structure, or any portion thereof to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This exclusion does not apply to violations of building codes if notice of the violation appears in the Public Records at Date of Policy. Exceptions and Exclusions Chicago Title Company Builders Services Division 2365 Northside Drive, Suite 500, San Diego, CA 92108 (619) 521-3400 Title Department: Chicago Title Company Attn: Tom Votel/Ken Cyr Email: votelt@ctt.com & cyrk@ctt.com Phone: (619) 521-3673 Fax: (619) 521-3608 Order No.: 603041285-U50 THIRD AMENDED PRELIMINARY REPORT Property Address: Legoland Dated as of: January 13, 2011 at 7:30 am CHICAGO TITLE INSURANCE 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 in Schedule B or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms. The printed Exceptions and Exclusion from the coverage of said Policy or Policies are set forth in the attached list. Copies of the Policy forms are available upon request. Please read the exceptions shown or ref erred to in Schedule B and the exceptions and exclusions set forth in the attached list of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. THIS REPORT (AND ANY SUPPLEMENTS OR AMENDMENTS HERETO) IS ISSUED SOLELY FOR THE PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OF TITLE INSURANCE AND NO LIABILITY IS ASSUMED HEREBY. IF IT IS DESIRED THAT LIABILITY BE ASSUMED PRIOR TO THE ISSUANCE OF A POLICY OF TITLE INSURANCE, A BINDER OR COMMITMENT SHOULD BE REQUESTED. CALIFORNIA LAND TITLE ASSOCIATION ST AND ARD COVERAGE POLICY CLTA Preliminary Report Form (Rev 1/1/95) Page I Order No.: 603041285-050 SCHEDULE A 1. The estate or interest in the land hereinafter described or referred to covered by this report is: A Fee 2. Title to said estate or interest at the date hereof is vested in: Merlin Entertainments Group U.S. Holdings Inc., a Delaware corporation, formerly known as Play U.S. Acquisitionco Inc., a Delaware corporation 3. The land referred to in this report is situated in the State of California, County of San Diego and is described in the Legal Description, attached hereto: END OF SCHEDULE A CLTA Preliminary Report Form (Rev 1/1/95) Page2 Order No.: 603041285-US0 LEGAL DESCRIPTION LOTS 18 AND 19 OF CITY OF CARLSBAD TRACT 94-09, CARLSBAD RANCH-UNITS 2 & 3, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 13408, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON APRIL 1, 1997. Assessor's Parcel Number: 211-100-09 and 211-100-11 END OF LEGAL DESCRIPTION CLTA Preliminary Report Fonn (Rev 1/1/95) Page3 ,.... Order No.: 603041285-US0 SCHEDULEB At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in the policy form designated on the face page of this Report would be as follows: 1. Property taxes, including any assessments collected with taxes, for the fiscal year 2011 -2012 that are a lien not yet due. 2. Property taxes, including any personal property taxes and any assessments collected with taxes, for the fiscal year 2010 -2011 1st Installment: 2nd Installment: Penalty and Cost: Homeowners Exemption: Code Area: Assessors Parcel Number: $679,294.84 (Paid) $679,294.84 $67,939.48 (Due after April IO) $none 09176 211-100-09 Supplemental taxes for the fiscal year 2010 -2011 assessed pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State of California. 1st Installment: 2nd Installment: Penalty: Delinquent: Code Area: Assessment No.: $49,999.99 (Paid) $49,999.99 open, delinquent $5,009.99 10/27/2010 09176 900-000-92-00 Supplemental taxes for the fiscal year 2010 -2011 assessed pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State of California. 1st Installment: 2nd Installment: Penalty: Delinquent: Code Area: Assessment No.: $16,541.26 (Paid) $16,541.26 $1,664.12 04/10/2011 09176 899-277-28-99 3. Taxes for APN: 211-100-11, Lot 19 Map No. 13408 (Not Billable), per County tax rolls. 4. An assessment by the improvement district shown below Assessment (or Bond) No.: Series: District: For: Parcel 95-1 Carlsbad CRL RCH Assrnnt95-1 Said assessment is collected with County/City property taxes. CLTA Preliminary Report Form (Rev 1/1/95) Page4 SCHEDULEB ( continued) -Order No.: 603041285-US0 An assessment district diagram, thereof recorded June 4, 1997 as Instrument No. 1997-0262318, of Official Records. A notice of assessment thereof, recorded June 4, 1997 as Instrument No. 1997-0262319, of Official Records. 5. The lien of supplemental taxes, if any, assessed pursuant to the prov1S1ons of Chapter 3.5 (commencing with Section 75) of the revenue and taxation code of the State of California 6. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Granted To: Purpose: Recorded: Affects: San Diego Gas and Electric Company public utilities, ingress, egress July 5, 1972 as Instrument No.72-172891, of Official Records The exact location and extent of said easement is not disclosed of record 7. The privilege and right to extend drainage structures and excavation and embankment slopes beyond the limits of Palomar Airport Road, where required for the construction and maintenance of said Street, as contained in the deed recorded September 15, 1988 as Instrument No. 88-463304, of Official Records. Affects Lot 18 herein described. 8. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Dated: Grantor: Grantee: Purpose: Recorded: Affects: June 27, 1988 Paul Ecke, Sr., Trustee of the Paul Ecke, Sr., Trust dated September 8, 1983 The City of Carlsbad Drainage September 15, 1988 as Instrument No. 88-0463305, of Official Records Lot 18 9. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Dated: Grantor: Grantee: Purpose: Recorded: Affects: CLTA Preliminary Report Fonn (Rev 1/1/95) June 27, 1988 Paul Ecke, Sr., Trustee of the Paul Ecke, Sr., Trust dated September 8, 1983 The City of Carlsbad open space and incidental purposes September 15, 1988 as Instrument No. 88-0463306, of Official Records Lot 18 Page 5 SCHEDULEB ( continued) Order No.: 603041285-USO 10. The privilege and right to extend drainage structures and excavation and embankment slopes beyond the limits of Palomar Airport Road, where required for the construction and maintenance of said public highway, as contained in the deed recorded September 15, 1988 as Instrument No. 88- 463310, of Official Records. Affects Lot 18 herein described. 11. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Dated: Grantor: Grantee: Purpose: Recorded: Affects: June 24, 1988 Carltas Company, a California limited partnership City of Carlsbad drainage September 15, 1988 as Instrument No. 88-0463313, of Official Records Lot 18 12. A pending assessment for the District shown below. When notice of the assessment is recorded with the County Recorder the assessment shall become a lien on said land. District: Disclosed By: Recorded: Community Facilities District No. 1 Assessment District Boundary December 19, 1990 as Instrument No. 1990-0674118, of Official Records Notice of special tax lien pursuant to the requirements of Section 3114.5 of the Streets and Highways Code and Section 53328.3 of the Government Code recorded May 20, 1991 as Instrument No. 1991-0236959, of Official Records. 13. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Dated: Grantor: Grantee: Purpose: Recorded: Affects: May 20, 1992 Carltas Company, a limited partnership The City of Carlsbad Traffic signal maintenance July 15, 1992 as Instrument No. 1992-0443116, of Official Records The route thereof affects a portion of said land and is more fully described in said document. Affects Lot 18 herein described 14. Intentionally omitted. 15. A document entitled "Hold Harmless Agreement Drainage", executed by Carlsbad Ranch Company, L. P., and the City of Carlsbad, subject to all the terms, provisions and conditions therein contained, recorded June 12, 1995 as Instrument No. 1995-0245821, of Official Records. CLTA Preliminary Report Form (Rev 1/1/95) Page6 SCHEDULEB ( continued) Order No.: 603041285-050 16. A document entitled "Hold Harmless Agreement Geological Failure", executed by Carlsbad Ranch Company, L. P., and the City of Carlsbad, subject to all the terms, provisions and conditions therein contained, recorded June 12, 1995 as Instrument No. 1995-0245822, of Official Records. 17. A document entitled "Development Agreement", dated, January 6, 1996, executed by City of Carlsbad and Lego Park Planning, Inc., subject to all the terms, provisions and conditions therein contained, recorded March 22, 1996 as Instrument No. 1996-0141299, of Official Records. Affects Lot 18 herein described 18. Covenants, conditions and restrictions ("but omitting, except to the extent that said covenant or restriction is controlled or permitted by any applicable federal or state law, any covenants or restrictions, if any, based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, medical condition, national origin, source of income, or ancestry" as set forth in the document Recorded: July 11, 1996 as Instrument No. 1996-0348524, of Official Records Note: Section 12956.1 of the government code provides the following: "If this document contains any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." Note: If you should request a copy of the document referred to above, California Law requires that a county recorder, title insurance company, escrow company, real Estate broker, real Estate agent, or association that provides a copy of a declaration, governing document, or deed to any person shall place a cover Page over, or stamp on the first Page of the previously recorded document or documents a statement, in at least 14-point boldface type, relating to unlawful restrictions. 19. A document entitled "Notice of Restriction on Real Property", dated, May 20, 1996, executed by City of Carlsbad, Carlsbad Ranch Company, L. P., CB Ranch Enterprises, Carlsbad Estate Holding, Inc., and National Association of Music Merchants, Inc., subject to all the terms, provisions and conditions therein contained, recorded September 5, 1996 as Instrument No. 1996-0450388, of Official Records. 20. A document entitled "Agreement Between Developer-Owner and the City of Carlsbad for the Payment of a Public Facilities Fee for Inside the Boundaries of Community Facilities District No. l", dated, December 17, 1996, executed by City of Carlsbad and Lego Land Carlsbad, Inc., Corporation, subject to all the terms, provisions and conditions therein contained, recorded February 7, 1997 as Instrument No. 1997-0056338. of Official Records. Affects Lot 18 herein described 21. An Agreement, and the terms and conditions as contained therein Dated: February 21, 1997 CLTA Preliminary Report Form (Rev 1/1/95) Page 7 - By and Between: Recorded: Regarding: SCHEDULEB ( continued) Order No.: 603041285-050 Carlsbad Ranch Company, L. P., and Carlsbad Estate Holding, Inc., and Acknowledged and Consented to by the California Coastal Commission February 24, 1997 as Instrument No. 1997-0080274, of Official Records Open space deed restriction Reference is hereby made to said document for full particulars. Affects Lot 18 herein described 22. The fact that the ownership of said land does not include rights of access to or from the Street and Highway abutting said land, such rights having been relinquished by the map of said tract. Affects: Lot 18 adjacent to Palomar Airport Road Said land however, abuts upon a public thoroughfare other than the road referred to above, over which rights of vehicular ingress and egress have not been relinquished. 23. The fact that the ownership of said land does not include rights of access to or from the street, highway, or freeway abutting said land, such rights having been relinquished by the Map of said Tract. Affects: Lot 19 on the South adjacent to Lots 9 and 10 as shown on said Map No. 13408 Said land, however, abuts upon a public thoroughfare other than the road referred to above, over which rights of vehicular ingress and egress have not been relinquished. 24. An easement for the purpose shown below and rights incidental thereto as shown or as offered for dedication on the recorded Map shown below. Map No.: Easement Purpose: Affects: 13408 general access and public utilities and drainage as shown on said Map No. 13408 25. Covenants, conditions and restrictions ("but omitting, except to the extent that said covenant or restriction is controlled or permitted by any applicable federal or state law, any covenants or restrictions, if any, based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, medical condition, national origin, source of income, or ancestry" as set forth in the document Recorded: April 1, 1997 as Instrument No. 1997-0150347, of Official Records Note: Section 12956.1 of the government code provides the following: "If this document contains any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, national origin, source of income as defined in subdivision (p) of Section 12955, or CLTA Preliminary Report Form (Rev 1/1/95) Page 8 SCHEDULEB ( continued) Order No.: 603041285-US0 ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." Note: If you should request a copy of the document referred to above, California Law requires that a county recorder, title insurance company, escrow company, real Estate broker, real Estate agent, or association that provides a copy of a declaration, governing document, or deed to any person shall place a cover Page over, or stamp on the first Page of the previously recorded document or documents a statement, in at least 14-point boldface type, relating to unlawful restrictions. Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien of any mortgage or Deed of Trust made in good faith and for value. Said instrument also provides for the levy of assessments, the lien of which are stated to be subordinate to the lien of a first mortgage or first Deed of Trust made in good faith and for value. Among other things, said document provides: Easements and Restrictions 26. An Unrecorded Lease affecting the premises herein described, executed by and between the parties herein named, with certain terms, covenants, conditions and provisions set forth therein. Lessor: Lessee: Recorded: Lego Carlsbad AG, (Lego Carlsbad Inc.) a Swiss corporation Lego Land Carlsbad, Inc., a California corporation April 16, 1997 as Instrument No. 1997-0175999, of Official Records The present ownership of the Leasehold created by said Lease and other matters affecting the interest of the Lessee are not shown herein. An assignment and assumption of Lease dated as of July 11, 2005, by and between Lego Land Estates AG (Lego Land Estates, Inc.), a Swill corporation and Play U. S. Acquisitions Co. Inc., a Delaware corporation, recorded August 29, 2005 as Instrument No. 2005-0744001, of Official Records. 27. A document entitled "Landscape Maintenance and Easement Agreement", dated, April 27, 1997, executed by Carlsbad Ranch Company, L. P., a California limited partnership and Lego Carlsbad AG (Lego Carlsbad Inc.), a Swiss corporation, subject to all the terms, provisions and conditions therein contained, recorded April 29, 1997 as Instrument No. 1997-0197544, of Official Records. First amendment to landscape maintenance and easement agreement dated April 9, 1998, executed by Carlsbad Ranch Company, L. P ., a California limited partnership and Lego Land Estates AG (Lego Land Estates Inc.), a Swiss corporation, recorded April 27, 1998 as Instrument No. 1998- 0239009, of Official Records. CLTA Preliminary Report Form (Rev 1/1/95) Page 9 SCHEDULEB ( continued) -Order No.: 603041285-US0 28. A document entitled "Hold Harmless Agreement Drainage", dated, May 29, 1997, executed by Lego Carlsbad AG (Lego Carlsbad Inc.) a Swiss corporation, subject to all the terms, provisions and conditions therein contained, recorded July 1, 1997 as Instrument No. 1997-0310071, of Official Records. 29. A document entitled "Notice of Restriction on Real Property", dated, July 29, 1997, executed by Lego Land Estates AG (Lego Land Estate3, Inc.) and City of Carlsbad, subject to all the terms, provisions and conditions therein contained, recorded August 14, 1997 as Instrument No. 1997- 0391746, of Official Records. 30. A document entitled "Notice Concerning Aircraft Environmental Impacts Case No.: SDP 96- 14/CDP 96-16", dated, July 29, 1997, executed by Lego Land Estates AG (Lego Land Estate, Inc.), subject to all the terms, provisions and conditions therein contained, recorded August 14, 1997 as Instrument No. 1997-0391747, of Official Records. 31. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Dated: Grantor: Grantee: Purpose: Recorded: Affects: October 30, 1997 Lego Land Estates (Lego Land Estates Inc.), a Swiss corporation San Diego Gas and Electric Company, a corporation public utilities, ingress, egress November 6, 1997 as Instrument No. 1997-0560979, of Official Records Lot 18 The exact location and extent of said easement is not disclosed of record 32. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Dated: Grantor: Grantee: Purpose: Recorded: Affects: November 10, 1997 Lego Land Estates (Lego Land Estates Inc.), a Swiss corporation San Diego Gas and Electric Company, a corporation public utilities, ingress, egress December 1, 1997 as Instrument No. 1997-0603896, of Official Records Lot 18 33. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Dated: Grantor: Grantee: Purpose: Recorded: Affects: CLTA Preliminary Report Form (Rev 1/1/95) January 21, 1998 Lego Land Estates (Lego Land Estates Inc.), a Swiss corporation Carlsbad Municipal Water District water line easement March 6, 1998 as Instrument No. 1998-0122320, of Official Records Lot 18 Page IO SCHEDULEB ( continued) Order No.: 603041285-US0 34. A Grant Deed of waterline easement for the purpose shown below and rights incidental thereto as set forth in a document Dated: Grantor: Grantee: Purpose: Recorded: Affects: October 21, 1998 Lego Land Estates (Lego Land Estates Inc.), a Swiss corporation Carlsbad Municipal Water District water line easement March 6, 1998 as Instrument No. 1998-0122321, of Official Records Lot 18 35. A Grant Deed of waterline easement for the purpose shown below and rights incidental thereto as set forth in a document Dated: Grantor: Grantee: Purpose: Recorded: Affects: January 21, 1998 Lego Land Estates (Lego Land Estates Inc.), a Swiss corporation Carlsbad Municipal Water District water line easement March 6, 1998 as Instrument No. 1998-0122322, of Official Records Lot18 35A. An easement for the purpose shown below and rights incidental thereto as set forth in a document. Granted To: Purpose: Recorded: Affects: 36. Intentionally omitted 3 7. Intentionally omitted Grand Pacific Carlsbad, L. P., a California limited partnership storm drain easement August 3, 2005 as Instrument No. 2005-0660417, of Official Records The route thereof affects a portion of said land and is more fully described in said document. 38. The terms and provisions contained in the document entitled "Notice of Restriction on Real Property" recorded June 6, 2006 as Instrument No. 2006-0398658, of Official Records. 39. Rights of parties in possession of said land. Matters affecting the rights of said parties are not shown herein. 40. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. CLTA Preliminary Report Form (Rev 1/1/95) Page 11 SCHEDULEB ( continued) Order No.: 603041285-US0 41. A deed of trust to secure an indebtedness in the amount shown below, and any other obligations secured thereby Amount: Dated: Trustor: Trustee: Beneficiary: Recorded: $227,272,727.00 May 21, 2007 Merlin Entertainments Group U.S. Holdings Inc., a Delaware corporation Chicago Title Company Bayerische Hypo-UND Vereinsbank AG London Branch, its successors and/or assigns May 21, 2007 as file No. 2007-0343513 of Official Records The terms and provisions contained in the document entitled "Amended and Restated Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing" recorded July 8, 2008 as Instrument No. 2008-0364620 Official Records. The terms and provisions contained in the document entitled "Second Amended and Restated Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing" recorded November 29, 2010 as File No. 2010-0652676, Official Records. 42. An Unrecorded Lease affecting the premises herein described, executed by and between the parties herein named, with certain terms, covenants, conditions and provisions set forth therein. Lessor: Lessee: Disclosed by: Recorded: Merlin Entertainments Group U.S. Holdings Inc., a Delaware corporation Lego Land California, LLC, a Delaware limited liability company Subordination and Attomment Agreement May 21, 2007 as file No. 2007-0343514 of Official Records The present ownership of the Leasehold created by said Lease and other matters affecting the interest of the Lessee are not shown herein. The terms and provisions contained in the document entitled "Amended and Restated Subordination and Attomment Agreement" recorded July 8, 2008 as Instrument No. 2008-0364321 Official Records. The terms and provisions contained in the document entitled "Second Amended and Restated Subordination and Attomment Agreement" recorded November 29, 2010 as File No. 2010- 0652677, Official Records. 43. Intentionally omitted. CLTA Preliminary Report Form (Rev 1/1/95) Page 12 SCHEDULEB ( continued) .. Order No.: 603041285-US0 44. A document subject to all the terms, provisions and conditions therein contained. Entitled: Notice of Restriction on Real Property Recorded: March 24, 2010 as File No. 2010-0652676, Official Records Reference is hereby made to said document for full particulars. Affects Lot 18 END OF SCHEDULE B CL TA Preliminary Report Fonn (Rev I /1/95) Page 13 .. Order No.: 603041285-US0 INFORMATIONAL NOTES Note No. 1: The policy of title insurance will include an arbitration provision. The Company or the insured may demand arbitration. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. Please ask your escrow or title officer for a sample copy of the policy to be issued if you wish to review the arbitration provisions and any other provisions pertaining to your Title Insurance coverage. Note No. 2: Your open order request indicates that a corporation formed outside of the jurisdiction of the State of California will be acquiring, encumbering or conveying the property in your transaction. Therefore, it is the requirement of this Company that prior to the issuance of our policy of title insurance we be furnished an opinion by independent counsel authorized to practice law in the foreign jurisdiction, at no cost to this company, which opinion shall make the following representations: ( 1) That counsel has reviewed and studied the articles of incorporation and any other pertinent documents in light of the applicable laws of that jurisdiction; (2) That the corporation was properly incorporated in that jurisdiction; (3) That the corporation is presently in good standing in that jurisdiction; (4) That the corporation has both the power and authority to own property in the United States/State of California, both under its articles and the laws of the jurisdiction; (5) That the named person(s) who will execute documents (if any) on behalf of the corporation is/are authorized to do so. MBB/1 st amend CLTA Preliminary Report Fonn (Rev 1/1/95) Page 14 -CHICAGO TITLE INSURANCE COMPANY Fidelity National Financial Group of Companies' Privacy Statement July 1, 2001 We recognize and respect the privacy of today's consumers and the requirements of applicable federal and state privacy laws. We believe that making you aware of how we use your non-public personal information ("Personal Information"), and to whom it is disclosed, will form the basis for a relationship of trust between us and the public that we serve. This Privacy Statement provides that explanation. We reserve the right to change this Privacy Statement from time to time consistent with applicable privacy laws. In the course of our business, we may collect Personal Information about you from the following sources: • From applications or other forms we receive from you or your authorized representative; • From your transactions with, or from the services being performed by, us, our affiliates or others; • From our Internet web sites; • From the public records maintained by government entities that we wither obtain directly from those entities, or from our affiliates or others; and • From consumer or other reporting agencies Our Policies Regarding The Protection Of The Confidentiality And Security Of Your Personal Information We maintain physical, electronic and procedural safeguards to protect your Personal Information from unauthorized access or intrusion. We limit access to the Personal Information only to those employees who need such access in connection with providing products or services to you or for other legitimate business purposes. Our Policies and Practices Regarding the Sharing of Your Personal Information We may share your Personal Information with our affiliates, such as insurance companies, agents, and other real estate settlement service providers. We may also disclose your Personal Information: • To agents, brokers or representatives to provide you with services you have requested; • To third-party contractors or service providers who provide services or perform marketing or other functions on our behalf; and • To others with whom we enter into joint marketing agreements for products or services that we believe you may find of interest. In addition, we will disclose your Personal Information when your direct or give us permission, when we are required by law to do so, or when we suspect fraudulent or criminal activities. We also may disclose your Personal Information when otherwise permitted by applicable privacy laws such as, for example, when disclosure is needed to enforce our rights arising out of any agreement, transaction or relationship with you. One of the important responsibilities of some of our affiliated companies is to record documents in the public domain. Such documents may contain your Personal Information. Right To Access Your Personal Information And Ability To Correct Errors Or Request Change Or Deletion Certain states afford you the right to access your Personal Information and, under certain circumstances, to find out to whom your Personal Information has been disclosed. Also, certain states afford you the right to request correction, amendment or deletion of your Personal Information. We reserve the right, where permitted by law, to charge a reasonable fee to cover the costs incurred in responding to such requests. All requests must be made in writing to the following address: Multiple Products or Services: Privacy Compliance Officer Fidelity National Financial, Inc. 601 Riverside Drive Jacksonville, FL 32204 If we provide you with more than one financial product or service, you may receive more that one privacy notice from us. We apologize for any inconvenience this may cause you. Privacy Statement ( I 0-21-03) ... .._., "-' LIST OF PRINTED EXCEPTIONS AND EXCLUSIONS CALIFORNIA LAND TITLE ASSOCIATION STANDARD COVERAGE POLICY -1990 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 which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; ( c) resulting in no loss or damage to the insured claimant; ( d) attaching or created subsequent to Date of Policy; or resulting in loss or damage which would not have been sustained if the insured claimant had paid value for he insured mortgage or for the estate or interest insured by this policy. 4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which 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, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws. EXCEPTIONS FROM COVERAGE -SCHEDULE B, PART I This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: I. Taxes or assessments which 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. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land which may be asserted by persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. Exceptions and Exclusions ... AMERICAN LAND TITLE ASSOCIATION RESIDENTIAL TITLE INSURANCE POLICY (6-1-87) EXCLUSIONS In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of any law or government regulation. This includes building and zoning ordinances and also laws and regulations concerning: • land use • improvements on the land • land division • environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks. 2. The right to take the land by condemning it, unless: • a notice of exercising the right appears in the public records on the Policy Date • the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking 3. Title Risks: • that are created, allowed, or agreed to by you • that are known to you, but not to us, on the Policy Date --unless they appeared in the public records • that result in no loss to you • 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: • to any land outside the area specifically described and referred to in Item 3 of Schedule A OR • in streets, alleys, or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. EXCEPTIONS FROM COVERAGE In addition to the Exclusions, you are not insured against loss, cost, attorneys' fees and expenses resulting from: I. Someone claiming an interest in your land by reason of: A Easements not shown in the public records B. Boundary disputes not shown in the public records C. Improvements owned by your neighbor placed or you land 2. If, in addition to a single family residence, your existing structure consists of one or more Additional Dwelling Units, Item 12 of Covered Title Risks does not insure you against loss costs attorneys' fees, and expenses resulting from: A The forced removal of any Additional Dwelling Unit, or, B. The forced conversion of any Additional Dwelling Unit back to its original use. if said Additional Dwelling Unit was either constructed or converted to use as a dwelling unit in violation of any law or government regulation. Exceptions and Exclusions .. · CALIFORNIA LAND TITLE ASSOCIATION HOMEOWNER'S POLICY OF TITLE INSURANCE (6/2/98) CLTA HOMEOWNER'S POLICY OF TITLE INSURANCE (6/2/98) ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (10/17/98) 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 ordinances, laws and regulations concerning: a. Building b. Zoning C. Land use d. Improvements on Land e. Land division f. Environmental protection This Exclusion does not apply to violations or the enforcement of these matters if notice of the violation or enforcement appears in the Public Records at the Policy Date. This Exclusion does not limit the coverage described in Covered Risk 14, 15, 16, 17, or 24. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not apply to violations of building codes if notice of the violation appears in the Public Records at the Policy Date. 3. The right to take the Land by condemning it, unless: a. notice of exercising the right appears in the Public Records at the Policy Date; or b. the taking happened before the Policy Date and is binding on You if You bought the Land without Knowing of the taking. 4. Risks: a. that are created, allowed, or agreed to by You, whether or not they appear in the Public Records; b. that are Known to You at the Policy Date, but not to Us, unless they appear 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.d, 22, 23, 24 or 25. 5. Failure to pay value for Your Title. 6. Lack of a right: a. to any Land outside the area specifically described and referred to in paragraph 3 of Schedule A; and b. in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 18. Exceptions and Exclusions AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (10-17-92) WITH ALTA ENDORSEMENT -FORM 1 COVERAGE and AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY (10-17-92) WITH ALTA ENDORSEMENT-FORM 1 COVERAGE 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 which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; ( c) resulting in no loss or damage to the insured claimant; ( d) attaching or created subsequent to Date of Policy ( except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services, labor or material or to the extent insurance is afforded herein as to assessments for street improvements under construction or completed at Date of Policy); or (e) resulting in loss or damage which 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 the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which 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 statutory lien for services, labor or materials (or the claim of priority of any statutory lien for services, labor or materials over the lien of the insured mortgage) arising from an improvement or work related to the land which is contracted for and commenced subsequent to Date of Policy and is not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Date of Policy the insured has advanced or is obligated to advance. Exceptions and Exclusions AMERICAN LAND TITLE ASSOCIATION LOAN POLICY (10-17-92) WITH ALTA ENDORSEMENT -FORM 1 COVERAGE and AMERICAN LAND TITLE ASSOCIATION LEASEHOLD LOAN POLICY (10-17-92) WITH ALTA ENDORSEMENT -FORM 1 COVERAGE (Continued) 7. Any claim, which arises out of the transaction creating the interest of the mortgagee insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (i) the transaction creating the interest of the insured mortgagee being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the subordination of the interest of the insured mortgagee as a result of the application of the doctrine or equitable subordination; or (iii) the transaction creating the interest of the insured mortgagee being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. The above policy forms 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 General Exceptions: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1. Taxes or assessments which 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. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or by making inquiry of persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. Exceptions and Exclusions AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY (10-17-92) and AMERICAN LAND TITLE ASSOCIATION LEASEHOLD OWNER'S POLICY (10-17-92) 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 which arise by reason of: I. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; ( c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or ( e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim, which arises out of the transaction vesting in the insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (i) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer; or (ii) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (a) to timely record the instrument of transfer; or (b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. The above policy forms 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 General Instructions: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: I. Taxes or assessments which 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. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or by making inquiry of persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. Exceptions and Exclusions ',..__,,,, ....,,..,,, ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (10/13/01) 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 which arise by reason of: I. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; ( c) resulting in no loss or damage to the insured claimant; ( d) attaching or created subsequent to Date of Policy ( except to the extent that this policy insures the priority of the lien of the insured mortgage over any statutory lien for services, labor or material or to the extent insurance is afforded herein as to assessments for street improvements under construction or completed at Date of Policy); or (e) resulting in loss or damage which 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 the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with applicable doing business laws of the state in which the land is situated. 5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which 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. Real property taxes or assessments of any governmental authority which become a lien on the Land subsequent to Date of Policy. This exclusion does not limit the coverage provided under Covered Risks 7, 8(e) and 26. 7. 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 limit the coverage provided in Covered Risk 8. 8. Lack of priority of the lien of the insured Mortgage as to each and every advance made after Date of Policy, and all interest charged thereon, over liens, encumbrances and other matters affecting the title, the existence of which are known to the insured at: (a) The time of the advance; or (b) The time a modification is made to the terms of the Insured Mortgage which changes the rate of interest charged, if the rate of interest is greater as a result of the modification than it would have been before the modification. This exclusion does not limit the coverage provided in Covered Risk 8. 9. The failure of the residential structure, or any portion thereof to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This exclusion does not apply to violations of building codes if notice of the violation appears in the Public Records at Date of Policy. Exceptions and Exclusions