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CUP 2021-0004; INNOVATIVE TIME WCF; Conditional Use Permit (CUP)
{cicyof Carlsbad LAND USE REVIEW APPLICATION P-1 Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov APPLICATIONS APPLIED FOR: (CHECK BOXES) Development Permits D Coastal Development Permit Ii] Conditional Use Permit Ii] Minor ~ l Extension D Day Care (Large) D Minor D Environmental Impact Assessment D Habitat Management Permit D Minor D Hillside Development Permit D Minor D Nonconforming Construction Permit D Planned Development Permit D Minor D Residential D Non-Residential D Planning Commission Determination D Reasonable Accommodation D Site Development Plan D Special Use Permit D Minor D Tentative Parcel Map (Minor Subdivision) D Tentative Tract Map (Major Subdivision) D Variance D Minor (FOR DEPT. USE ONLY) Legislative Permits CV f' ,i,o 2,, I ~ o '° CJ4 D General Plan Amendment D Local Coastal Program Amendment D Master Plan D Specific Plan D Zone Change □Amendment □Amendment D Zone Code Amendment South Carlsbad Coastal Review Area Permits D Review Permit D Administrative D Minor D Major Village Review Area Permits D Review Permit D Administrative D Minor D Major (FOR DEPT. USE ONLY) E NOTE: A PROPOSED PROJECT REQUIRING APPLICATION SUBMITTAL MUST BE SUBMITTED BY APPOINTMENT". PLEASE CONTACT THE APPOINTMENT SPECIALIST AT (760) 602-2723 TO SCHEDULE AN APPOINTMENT. •SAME DAY APPOINTMENTS ARE NOT AVAILABLE ASSESSOR PARCEL NO(S): 212-092-36-00 -----------------------------------LO CAT 10 N OF PROJECT: 5858 Edison Place, Carlsbad, CA 92008 NAME OF PROJECT: BRIEF DESCRIPTION OF PROJECT: PROJECT VALUE (SITE IMPROVEMENTS) FOR CITY USE ONLY (STREET ADDRESS) Innovative Time Modification to an existing T-Mobile Cell site $40,000.00 ESTIMATED COMPLETION DATE Development No. lOC ~ t-0 Z-l ,,,... 0 CJ 'r ~ Lead Case No. P-1 Page 1 of 6 Revised 10/20 • Docu~ig-;; Envelope ID: 57FC3455-E49543DB-9o( gsA2272668E OWNER NAME (PLEASE PRINT) APPLICANT NAME (PLEASE PRINT) INDIVIDUAL NAME INDIVIDUAL NAME (if applicable): (if applicable): COMPANY NAME COMPANY NAME (if applicable): 5858 Edison Place, LLC (if applicable): T-Mobile MAILING ADDRESS: 1301 Las Alturas Road MAILING ADDRESS: 10509 Sorrento Pkwy Suite 206 CITY, STATE, ZIP: Santa Barbara, CA 93103 CITY, STATE, ZIP: San Diego, CA 92121 TELEPHONE: TELEPHONE: EMAIL ADDRESS: EMAIL ADDRESS: I CERTIFY THAT I AM THE LEGAL OWNER AND THAT ALL THE ABOVE I CERTIFY THAT I AM THE LEGAL REPRESENTATIVE OF THE OWNER INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO KNOWLEDGE. I CERTIFY AS LEGAL OWNER THAT THE APPLICANT AS THE BEST OF MY KNOWLEDGE. ~EREIN IS MY AUTHORIZED REPRESENTATIVE FOR QJru((lyi~• PU THIS APPLICATION. 3/q Pl ... DATE DATE • "'"'"~" 1 u~c APPLICANT'S REPRESENTATIVE (Print): Delilah Bruzee, MD7, LLC MAILING ADDRESS: 10590 West Ocean Air Drive, Suite 300 CITY, STATE, ZIP: San Diego, CA 92130 TELEPHONE: 858-799-0575 EMAIL ADDRESS: landuse@md7.com I CERTIFY THAT I AM THE REPRESENTATIVE OF THE APPLICANT FOR PURPOSES OF THIS APPLICATION AND THAT ALL THE ABOVE INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE. WQ.u-.-&A -A .!. 3Jiqi~I SIGNATURE DAE IN THE PROCESS OF REVIEWING THIS APPLICATION IT MAY BE NECESSARY FOR MEMBERS OF CITY STAFF, PLANNING COMMISSIONERS OR CITY COUNCIL MEMBERS TO INSPECT AND ENTER THE PROPERTY THAT IS THE SUBJECT OF THIS APPLICATION. I/WE CONSENT TO ENTRY FOR THIS PURPOSE. NOTICE OF RESTRICTION: PROPERTY OWNER ACKNOWLEDGES AND CONSENTS TO A NOTICE OF RESTRICTION BEING RECORDED ON THE TITLE TO HIS PROPERTY IF CONDITIONED FOR THE APPLICANT. NOTICE OF RESTRICTIONS RUN WITH ~O BIND ANY SUCCESSORS IN INTEREST. ,B1130iBBiB8b49iRQPERTY OWNER SIGNATURE FOR CITY USE ONLY P-1 Page2 of6 Ecr:,veo MARO 9 2021 CITY OF CARLSBAD PLANNING :J!VJc-•r-:,1 DATE STAMP APPLICA Tf6~RECEIVED RECEIVED BY: Revised 10/20 MD? March 9, 2021 To: City of Carlsbad Community Development Department 1635 Faraday Ave. Carlsbad, CA 92008 From: Delilah Bruzee, Md7 LLC (for T-Mobile} 10590 W. Ocean Air Drive, Suite 300 San Diego, CA 92130 (858) 799-0575 dbruzee@md7.com Subject: FA/Site ID: Modify an Existing WCF MCUP application SD06224A Address: 5858 Edison Place, Carlsbad, CA 92008 City of Carlsbad Staff: T-Mobile is requesting to upgrade its existing wireless communication facility located at 5858 Edison Place, Carlsbad, CA 92008. The following items are included: -cnet.\l. ·,r'l-the.,oW\ol:>n+ of: $s;B. oo • Land Use Review Application (P-1) • Disclosure Statement (P-lA} • EIA Information Form (P-lD} • 2 copies of Storm Water standard questionnaire (E-34} • Construction Plans -5 sets • Title report -2 copies • Photographic Simulation • Hazardous Waste and Substances Statement • RF Compliance Report • Project description and justification • Notice labels and parcel map • Previously approved CUP • FCC licenses • Property Owner Letter of Authorization & T-Mobile Letter of Authorization • Dominant Project Purpose • Alternative site analysis • Technical Objectives and Significant Gap Information The scope of work for this proposed modification includes: ~T = "ffi" PMEL AHl£tNS II«) WOUNTS ~IPf'" JQ[4· • ,e«M (&) R1<US IWllOS, I • -(v)PWCI.-: ::"-!!! :': ICS _, (2x4011. 2x!IOU, -) : ~ ~~~ ~rPIT4'"'ffll'AL-"""'°"' l !1 ~ 3106 CMINlT TO R8S 91.Jt USING 1HE UPGffAOE Kn IISIMI. (1! -'° INSIDE MtW R85 1131 CHINICT IISIML (1 1111641 INSIDE Nl!II R85 1131 CAIINICT IN$lll,ll.(1Dlll[IIOU1ER M>O (1) 11011..:t: BOOS18' PSU 4113 Ul'CIWIE N: 0IS1101llJ1l0lj IR£N<ER TO l!IO -. F NOT DONE OUEAIJV -CAIINl!7POWERTO(l)P5'l'S PROJl!ICI' """""""' 140.000 NO PIIOPOSE) BATTEJ"( W0Rt( Thank you for your time. Kind Regards, Delilah Bruzee Md7 LLC, Land Use I 0: (858) 799-0575 E: dbruzee@md7.com MD? Delilah Bruzee From: Sent: To: Subject: Attachments: Categories: Hello Delilah, Sarah Cluff <Sarah.Cluff@carlsbadca.gov> Wednesday, November 4, 2020 3:32 PM Delilah Bruzee RE: T-Mobile cell site modification SD06224A E-34STORM WATER STANDARDS QUESTIONNAIRE.pdf; Noticing Requirements.pdf; P-1 Land Use Review Application.pdf; P-2 DEVELOPMENT PERMITS.pdf; P-30 CAP Consistency Checklist_new.pdf; Council_Policy_No._64 _ Wireless_ Communication_Facilities[1] .pdf Blue Category The attached application forms will be required for application for the MCUP. You will need to prepare the P-1 signature documents, and follow the P-2 checklist to provide all those items specifically applicable to your project in the site plan section and provide all items specifically applicable to your project in the required documents and WCF sections of the P-2 list. For the Required documents section beginning on page 6 of the PDF, several forms can be found in the hyperlinks within the P-1 form and I have provided you others for ease. Those documents specifically called out for other project types don't apply to you, though the remainder will pertain. Fees will be $823 for the Minor CUP. We will also assess an additional public noticing fee which we will assess by the current cost of a USPS stamp for each noticing label provided. Please see the Noticing Requirements information, attached, and know that noticing labels are due at the time of application submittal. Fees will be due at the time of submittal as well. When you have prepared all your application package documents for submittal, you can reach back out to me to schedule an appointment for application package submittal. Minor applications are administrative, the process will take approximately 4-6 months. The time ranges as it is dependent upon the timeframe in which an applicant can provide responses to city staff. Thank you, Sarah Cluff (city of Carlsbad Sarah Cluff Planning Technician II Community Development Planning Division City of Carlsbad 1635 Faraday Ave. Carlsbad, CA 92008 www.carlsbadca.gov 760-602-46191 760-720-8558 fax I sarah.cluff@carlsbadca.gov 1 MD7 February 2, 2021 To: Md7, LLC Delilah Bruzee, Land Use 10590 W Ocean Air Drive, Suite 300 San Diego, CA 92130 (858) 799-0575 dbruzee@md7.com Re: Site ID: Letter of Authorization SD06224A From: Larame Greene ("Owner") 5858 Edison Place, LLC 1301 Las Alturas Rd. Santa Barbara, CA 93103 Site Address: Parcel ID: 5858 Edison Place, Carlsbad, CA, 92008 212-092-36-00 Dear Sir or Madam: This is to certify that I, Larame Greene. Manager • am the legal property owner of record, and hereby authorize Md 7, LLC, as agent for T-Mobile West, LLC, to file the documents necessary to obtain the permit approvals for T-Mobile West, LLC to make modifications to its existing cell site located at 5858 Edison Place, Carlsbad, CA, 92008. My signature on this Letter of Authorization is solely for the purpose of authorizing Md 7, LLC, as agent for T-Mobile West, LLC to file the documents necessary to obtain the aforementioned permit approvals. T-Mobile West, LLC understands that this limited agency will automatically expire in the event that T-Mobile West, LLC and Owner do not enter into the written agreement contemplated between them. By: Signature Larame Greene, Manager Name and Title 805-708-7410 Phone 10590 WEST OCEAN AIR DRIVE/ SUITE 300 / SAN DIEGO, CA 92130 • • qJ • ·Mobile· Letter of Authorization T-Moblle West LLC A subsidiary ofT-Mobile USA Inc. 10509 Vista Sorrento Parkway, #206 san Diego, CA 92U1 RE: T-Moblle West LLC (T-Mobile) Site Development activities Subject: Letter of Authorization for Md7 To whom it may concem, By way of this letter, please recognize that T-Mobile has engaged Md7 to represent our company to evaluate site conditions, negotiate modifications to our current real estate agreements, obtain necessary permits and perform maintenance and service work at our facilities. T -Mobile values it's good reputation with its landlords and local government agencies and has instructed Md7 to protect its good standing in all matters. To that extent, please accept this as T-Mobile authorization for you to discuss the terms of our site agreement and possible improvements or changes that may be proposed at the facility with Md7. Regards, Mary Ha Site Development Project Manager Ill San Diego/Imperial Valley Counties Radio Frequency -Electromagnetic Energy (RF-EME) Compliance Report (Anchor) Status: T-Mobile Proposed Facility Site ID: SD06224A Innovative Time 5858 Edison Pl., Carlsbad, California 92008 January 26, 2021 EBI Project Number: 6220005650 The proposed site will be compliant with the installation of the mitigation measures described in Attachment I. Remarks: See signage plan for mitigation measures to be installed upon upgrade/installation of the site to comply with FCC and T-Mobile standards. TABLE OF CONTENTS 1.0 Executive Summary ............................................................................................................. 3 2.0 MPE Calculations ................................................................................................................. 4 3.0 T-Mobile Antenna Inventory ............................................................................................... 5 4.0 Summary and Conclusions .................................................................................................. 6 Attachment I a: MPE Analysis and Recommended Signage (Main Roof Level) ........................ 7 Attachment I b: MPE Analysis and Recommended Signage (Lower Roof Level) ..................... 8 Attachment I c: MPE Analysis (Ground Level) ............................................................................. 9 Attachment 2: RoofMaster™ Import File ................................................................................... 11 Appendix A: Certifications ........................................................................................................ 12 Appendix B: Federal Communications Commission (FCC) Requirements ........................ 15 2 EBI Consulting• 21 B Street• Burlington, MA 01803 • 1.800.786.2346 I .0 Executive Summary EnviroBusiness Inc. (dba EBI Consulting) has been contracted by T-Mobile to conduct radio frequency electromagnetic (RF-EME) modeling for T-Mobile Site SD06224A located at 5858 Edison Pl. in Carlsbad, California to determine RF-EME exposure levels from proposed T-Mobile wireless comri,unications equipment at this site. As described in detail in Appendix B of this report, the Federal Communications Commission (FCC) has developed Maximum Permissible Exposure (MPE) Limits for general public exposures and occupational exposures. This report summarizes the results of RF-EME modeling in relation to relevant FCC RF-EME compliance standards for limiting human exposure to RF-EME fields. This report contains a detailed summary of the RF EME analysis for the site. This document addresses the compliance of T-Mobile's proposed transmitting facilities independently at the site. The Maximum Emissions Value is 3980.3600% of the FCC's general public limit (796.0720% of the FCC's occupational limit) at the lower roof level. The proposed site will be compliant with Federal regulations regarding (radio frequency) RF Emissions with the installation of the mitigation measures. At the nearest walking/working surfaces to the T-Mobile antennas on the lower roof level, the maximum power density generated by the T-Mobile antennas is approximately 3,980.3600 percent of the FCC's general public limit (796.0720 percent of the FCC's occupational limit). Based on worst-case predictive modeling, the worst-case emitted power density may exceed the FCC's general public limit within approximately 56 feet of T-Mobile's proposed antennas at the lower roof level. Modeling also indicates that the worst-case emitted power density may exceed the FCC's occupational limit within approximately 26 feet of T-Mobile's proposed antennas at the lower roof level. Signage is recommended at the site as presented in Attachment I. Posting of the signage and installation of other markings brings the site into compliance with FCC rules and regulations. 3 EBI Consulting ♦ 21 B Street ♦ Burlington, MA 01803 ♦ 1.800.786.2346 2.0 MPE Calculations Calculations were completed for the proposed T-Mobile Wireless antenna rooftop facility located at 5858 Edison Pl. in Carlsbad, California using the equipment information listed below. All calculations were performed per the specifications under FCC Office of Engineering & Technology (OET) Bulletin 65, "Evaluating Compliance with FCC Guidelines for Human Exposure to Radiofrequency Electromagnetic Fields" (OET-65). Because of the short wavelength of PCS services, the antennas require line-of-site paths for good propagation and are typically installed a distance above ground level. Antennas are constructed to concentrate energy towards the horizon, with as little energy as possible scattered towards the ground or the sky. This design, combined with the low power of PCS facilities, generally results in no possibility for exposure to approach Maximum Permissible Exposure (MPE) levels, with the exception of areas in the immediate vicinity of the antennas. In accordance with T-Mobile's RF Exposure policy, EBI performed theoretical modeling using RoofMaster TM software to estimate the worst-case power density at the site rooftop and ground-level resulting from operation of the antennas. Using the computational methods set forth in OET-65, RoofMaster TM calculates power density in a scalable grid based on the contributions of all RF sources characterized in the study scenario. At each grid location, the cumulative power density is expressed as a percentage of the FCC limits. Manufacturer antenna pattern data is utilized in these calculations. RoofMaster™ models consist of the Far Field model as specified in OET-65 and an implementation of the OET-65 Cylindrical Model (Sula9). The models utilize several operational specifications for different types of antennas to produce a plot of spatially-averaged power densities that can be expressed as a percentage of the applicable exposure limit. For this report, EBI utilized antenna and power data provided by T-Mobile and compared the resultant worst-case MPE levels to the FCC's general publiduncontrolled exposure limits outlined in OET Bulletin 65. EBI has performed theoretical worst-case modeling using RoofMaster™ to estimate the maximum potential power density from each proposed antenna based on worst-case assumptions for the number of antennas and power. All radios at the proposed installation were considered to be running at full power and were uncombined in their RF transmission paths per carrier prescribed configuration. Modeling for Ericsson AIR 6449 and AIR 6488 antennas is based on worst-case assumptions that include all beams transmitting simultaneously. This is to ensure that all areas of potential concern are taken into consideration. As such, the results are conservative in nature and reflect potentially higher levels of RF emissions compared to actual on-air conditions. It is recommended that areas of concern be confirmed with onsite measurements once the site is active." The assumptions used in the modeling are based upon information provided by T-Mobile in the supplied drawings. There are no collocated carriers on the rooftop. The data for all T-Mobile antennas used in this analysis is shown in Section 3.0. Actual antenna gains for each antenna were used per manufacturer's specifications. All calculations were done with respect to the FCC's general publiduncontrolled threshold limits. Based on information provided by T-Mobile, access to this site is considered uncontrolled. 4 EBI Consulting • 21 B Street • Burlington, MA 01803 • 1.800.786.2346 3.0 T-Mobile Antenna Inventory Cenwllne Powwfw Seaor ~ AntmnaMake Amenn&Model Halaht(ft) Allmudl Technolo&Y Frequency Band Channel Numberd ERP .......... AIION~ (.) Channels (W) Wa"'-Sur&n (W) A I Ericsson AIR 32 KRD901146-1 02DT 2100 -3.5 350 LTE AWS -2100 MHz 120 I 4113 A I Ericsson AIR 32 KRD901146-1 02DT 1900 -3.5 350 LTE PCS -1900 MHz 40 I 1371 A I Ericsson AIR 32 KRD901146-I 02DT 1900 -3.5 350 GSM PCS -1900 MHz 20 I 686 A 2 ERICSSON SON AIR6449 2500 LTE TB TMO West -3.5 350 LTE 2500 MHz 68 I 12425 A 2 ERICSSON SON AIR6449 2500 NR TB TMO West -3.5 350 NR 2500 MHz 68 I 12425 A 2 ERICSSON SON AIR6449 2500 L TE MACRO -3.5 350 LTE 2500 MHz 23 I 1208 A 2 ERICSSON SON AIR6449 2500 L TE MACRO -3.5 350 LTE 2500 MHz 23 I 1208 A 3 COMMSCOPE HBXX-6516DS-A2M 02DT 1900 -3.5 350 LTE PCS -1900 MHz 80 I 2220 A 3 COMMSCOPE HBXX-6516DS-A2M 02DT 1900 -3.5 350 UMTS PCS -1900 MHz 40 I 1110 B I Ericsson AIR 32 KRD901146-1 02DT 2100 -0.5 85 LTE AWS -2100 MHz 120 I 4113 B I Ericsson AIR 32 KRD901146-1 02DT 1900 -0.5 85 LTE PCS -1900 MHz 40 I 1371 B I Ericsson AIR 32 KRD901146-1 02DT 1900 -0.5 85 GSM PCS-1900 MHz 20 I 686 B 2 ERICSSON SON AIR6449 2500 LTE TB TMO West -0.5 85 LTE 2500 MHz 68 I 12425 B 2 ERICSSON SON AIR6449 2500 NR TB TMO West -0.5 85 NR 2500 MHz 68 I 12425 B 2 ERICSSON SON AIR6449 2500 L TE MACRO -0.5 85 LTE 2500 MHz 23 I 1208 B 2 ERICSSON SON AIR6449 2500 L TE MACRO -0.5 85 LTE 2500 MHz 23 I 1208 B 3 COMMSCOPE HBXX-6516DS-A2M 02DT 1900 -0.5 85 LTE PCS· 1900 MHz 80 I 2220 B 3 COMMSCOPE HBXX-6516DS-A2M 02DT 1900 -0.5 85 UMTS PCS -1900 MHz 40 I 1110 C I Ericsson AIR 32 KRD901146-I 02DT 2100 8.0 260 LTE AWS -2100 MHz 120 I 4113 C I Ericsson AIR 32 KRD901146-1 02DT 1900 8.0 260 LTE PCS • 1900 MHz 40 I 1371 C I Ericsson AIR 32 KRD901146-1 02DT 1900 8.0 260 GSM PCS -1900 MHz 20 I 686 C 2 ERICSSON SON AIR6449 2500 LTE TB TMO West 8.0 260 LTE 2500 MHz 68 I 12425 C 2 ERICSSON SON AIR6449 2500 NR TB TMO West 8.0 260 NR 2500 MHz 68 I 12425 C 2 ERICSSON SON AIR6449 2500 L TE MACRO 8.0 260 LTE 2500 MHz 23 I 1208 C 2 ERICSSON SON AIR6449 2500 L TE MACRO 8.0 260 LTE 2500 MHz 23 I 1208 C 3 COMMSCOPE HBXX-6516DS-A2M 02DT 1900 8.0 260 LTE PCS -1900 MHz 80 I 2220 C 3 COMMSCOPE HBXX-65 I 6DS-A2M 02DT 1900 8.0 260 UMTS PCS -1900 MHz 40 I 1110 • This table contains an inventory of T-Mobile Antennas and Power Values. 5 EBI Consulting• 21 B Street• Burlington, MA 01803 • 1.800.786.2346 4.0 Summary and Conclusions All calculations performed for this analysis yielded results that were above the allowable limits for exposure to RF Emissions. Based on predictive modeling, the worst-case emitted power density may exceed the FCC's general public limit within approximately 56 feet of T-Mobile's proposed antennas at the lower roof level. Modeling also indicates that the worst-case emitted power density may exceed the FCC's occupational limit within approximately 26 feet of T-Mobile's proposed antennas at the lower roof level. There are no collocated carriers on the rooftop. The anticipated maximum contribution from each sector of the proposed T-Mobile facility is 3,980.3600% of the allowable FCC established general public limit (796.0720% of the FCC occupational limit). This was determined through calculations along a radial from each sector taking full power values into account as well as actual vertical plane antenna gain values per the manufacturer-supplied specifications for gain. Based on worst-case predictive modeling, there are no areas at ground level related to the proposed antennas that exceed the FCC's occupational or general public exposure limits at this site. At ground level, the maximum power density generated by the antennas is approximately 93.4000% of the FCC's general public limit ( 18.6800% of the FCC's occupational limit). A site is considered out of compliance with FCC regulations if there are areas that exceed the FCC exposure limits and there are no RF hazard mitigation measures in place. Any carrier which has an installation that contributes more than 5% of the applicable MPE must participate in mitigating these RF hazards. For this facility, the calculated values were above the allowable I 00% threshold standard per the federal government. EBl's modeling indicates that there are areas in front of the T-Mobile antennas at the rooftop level that exceed the FCC standards for general public and occupational exposure. Based on worst-case predictive modeling, the worst-case emitted power density may exceed the FCC's general public limit within approximately 56, 50, and 53 feet of T-Mobile's Sector A. B, and C antennas at the main roof level and 57 feet of T-Mobile's Sector C antennas at the lower roof level. Modeling also indicates that the worst-case emitted power density may exceed the FCC's occupational limit within approximately 26 and 8 feet of T- Mobile's Sector Band C antennas at the main roof level and 25 feet of T-Mobile's Sector C antennas at the lower roof level. In order to alert any workers potentially accessing the site, a blue Notice sign and a yellow Guidelines sign are recommended at the first point(s) of access to the rooftop. To reduce the risk of exposure and/or injury, EBI recommends that access to the rooftop or areas associated with the active antenna installation be restricted and secured where possible. Caution and/or Warning signage is recommended at the site as presented in the Signage Plan -Attachment I. When Warning signs are required, other markings such as painted striping, chains, stanchions, or fencing may also be used to identify the perimeter of each Safety Zone. 6 EBI Consulting• 21 B Street• Burlington, MA 01803 • 1.800.786.2346 Attachment I a: MPE Analysis and Recommended Signage (Main Roof Level) GROUND LEVEL• 01 Post at Roof Access Points When Warning signs are required, other markings such as painted striping, chains, stanchions, or fencing may also be used to identify the perimeter of each Safety Zone. 0:.:-!;X !;X -100% 0 100¾-5001' ■ 500¾+ Puilicl.mt• 5,ja 9 10 foot grid size 1,1\vg: 27 to 33 Feet] Carrier Color Code I• T-Mobie Attachment I b: MPE Analysis and Recommended Signage (Lower Roof Level) GROUND LEVEL • 0, Post at Roof Access Points When Warning signs are required, other markings such as painted striping, chains, stanchions, or fencing may also be used to identify the perimeter of each Safety Zone. w.. 5% 5%-100% 0 1[m-500% ■ 500%+ N>1ic Unit; Swi9 1 0 loot grid ;ize IAvg: 17 to 23 Feet) Carrier Color Code I• T-Mobile Attachment I c: MPE Analysis (Ground Level) GROUND LEVEL• Cl! 0%. 57. 57.-100% 0 100~ · 500~ ■ ~. Ptbl",c Linils SiJa9 10 foot grid size !Avg: 0 to 6 Feet) Carrier Color Code I• T·Mobie Sign (<t>) _......,_...,_. _,... ____ _____ ... -·--·-.. ____ = .&~ ;::= :---i~ -=::_- &CAUTION £ ---~=:.= ===-==--==-- ---~==-= =:::E.-:=-.s. ...:....::.::.;:._ - Notes: 10 Sign Count Description Posting Instructions Blue Notice Sign Used to notify individuals they are Securely post at all access points to the site entering an area where the power 2+ density emitted from transmitting in a manner conspicuous to all individuals antennas may exceed the FCC's MPE entering thereon. limit for the general public or occupational exposures. Guidelines Informational sign used to notify Securely post at all access points to the site 2+ workers that there are active antennas in a manner conspicuous to all individuals installed and provide guidelines for entering thereon. working in RF environments. Securely post near areas where the general Yellow Caution Sign public or occupational MPE limit could be Used to notify individuals that they are exceeded as shown in Attachment I at the 10 entering a hot spot where either the site in a manner that prominently alerts general public or occupational FCC's occupational workers and the general MPE limit is or could be exceeded. public of RF emissions. Securely post near areas where the general Red Warning Sign public and occupational MPE limits are Used to notify individuals that they are exceeded as shown in Attachment I at the 4 entering a hot zone where either the site in a manner that prominently alerts general public or occupational FCC's occupational workers and the general MPE limit has been exceeded. public of RF emissions . The proposed site will be compliant with the installation of the mitigation measures. The actual number of access points may vary based on documentation provided and/or if a survey was conducted. Recommended signage locations, if applicable, are based on T-Mobile's guidance for the worst-case scenario in each sector. The actual signage installation is dependent on accessibility of the facility and antennas. Locations deemed inaccessible due to OSHA safety standards (proximity to unprotected roof edge or slope, etc.) will be compliant upon installation of recommended signage at the closest accessible point. EBI Consulting• 21 B Street ♦ Burlington, MA 01803 • 1.800.786.2346 Attachment 2: RoofMaster™ Import File Carrier I Antenna Number I Emitter Number I Caption I Pattem(.ant) I Frequency I Po-r (W} ERP/ElRP I Length (m) I Azlmuth(n) I Mechanical Downtllt I Helght(ft) T-Mobile l 1 ANT 1 AIR 32_KRD901146-1020T 2100.ant 2100 6745.67 1.44 350 T-Moblle l 2 ANTl AIR32 KRD901146-102DT1900.ant 1900 2248.56 1.44 T-Mobile l 3 ANT 1 AIR 32 KRD901146-1020T 1900.ant 1900 1 1124.28 1.44 -------------------+ ----+ --- T-Moblle _ 2 1 ANT2 S0":'_AIR64492500LTETBTMO West.ant _ -+ ~---20377.35 .... ~-~ --- T-Moblle 2 __ 2 ANT 2 SON AJR6449 2500 NR TB TMO West.ant 2500 I 20377.35 0.84 --350 0 23.5 T-Mobile 2 3 ANT 2 S~N_A~9 2500 LTE MACRO.ant .. 2500 + 1981.65 0.84 350 + _ o _ 1 23.5 T-Mobile 2 4 ANT 2 SON AIR6449 2500 LTE MACRO.ant 2500 1 1981.65 0.84 350 0 23.5 • -----------+ ----+ -----+ -------+ T-Mobile 3 1 ANT3 HBXX-6516DS-A2M 020T 1900.ant 1900 I 3641.11 1.30 350 0 23.5 --------------..-----+ ----~ ---t----- T-Mobile 3 2 ANT 3 HBXX-6516DS-A2M 020T 1900.ant + 1~ t 1!20.5~ ~ + 350 + 0 23.5 ~ 4 1 --ANT4 AIR32_KRD901146-102DT2100.ant + 2100 6745.67 1.44 85 1 0 26.5 T-Mobile 4 2 ANT 4 AIR 32 KRD901146-1020T 1900.ant 1900 2248.56 , 1.44 85 0 26.5 ------------~---------+ -------;-----------· + ---,....__ -·t------~---T-Mobile 4 3 ANT4 AIR 32 KRD901146-102DT1900.ant 1900 1 1124.28 1.44 85 0 26.5 ---t-t-+ -T-Moblle 5 1 ANT 5 SON AIR6449 2500 LTE TB TMO West.ant 2500 20377.35 0.84 85 0 26.5 -------+-------T-Mobile 5 2 ANT 5 SON_AIR6449 2500 NR TB TMO West.ant , 2500 20377.35 + 0.84 85 0 I 26.5 T-Mobile 5 3 ANT 5 SON AIR6449 2500 LTE MACRO.ant 2500 1981.65 0.84 85 0 26.5 T-Mobile 5 + --4 -ANTS ---SON-AIR64492500LTEMACRO.ant 2500 -1981.65 I 0.84 85 o 26.5 T-Mobile 6 1 ANT 6 HBXX-6516DS-A2M 020T 1900.ant 1900 3641.11 1.30 85 0 26.5 -----+-t ----+ --.,. --' ---j --- ~--6 _ _ _ 2__ ANT6 _ _ HBXX-6516DS-A2'!102DT1900.ant ---+ 1900 1820.56 } 1.30 85 0 26.5 T-Mobile 7 1 ANT 7 AIR 32 KRD901146-1020T 2100.ant 2100 6745.67 1.44 260 0 25.0 ---+--------------+-+-----+----------------1----T-Mobile 7 2 ANT 7 AIR 32 KRD901146-1020T 1900.ant 1900 2248.56 1.44 260 0 25.0 T~ 7 3 ANT7 AIR32=KRD901146-102DT ~ f -1900 -t-1124.28 --1.44 + 260 + -0 -1 ~ T-Mobile 8 1 ANT 8 SON AIR6449 2500 LTE TB TMO West.ant 2500 1 20377.35 0.84 260 0 25.0 ---------------t -----'----.----, ___ _ T-Mobile 8 __ 2 _ _ ANT 8 __ SON_AIR6449 2500 NR _!B TMO West.ant _ + 2500 20377.35 0.84 260 _ 0 25.0 T-Moblle 8 3 ANT 8 SON AIR6449 2500 LTE MACRO.ant 2500 198L65 1 0.84 260 0 25.0 ---~-------~ -----~---~------~------------+ T-Mobile 8 --_ 4 ANT 8 SON_AIR~9 2500 _l:!E MACRO.ant + 2500 + 1981.65 _ _ ..j. ~ + 260_ +-_ o__ _ 1 25.0 T-Moblle 9 1 ANT 9 HBXX-6516DS-A2M 020T 1900.ant 1900 + _3_64_1_._11_ ~--1_.3_0_ __ 260 0 25.0 T-Moblle 9 2 ANT 9 HBXX-6516DS-A2M 020T 1900.ant 1900 1820.56 I 1.30 260 0 25.0 Note that Power 0N) ERP/EiRP values are listed respective to the frequency of the antenna. (Values less than 1,000 MHz are listed as ERP and greater than 1,000 MHz are listed as EiRP.) Appendix A: Certifications 12 EBI Consulting ♦ 21 B Street ♦ Burlington, MA 01803 ♦ 1.800.786.2346 Preparer Certification I, David Keirstead, state that: 13 ■ I am an employee of EnviroBusiness Inc. (d/b/a EBI Consulting), which provides RF-EME safety and compliance services to the wireless communications industry. ■ I have successfully completed RF-EME safety training, and I am aware of the potential hazards from RF-EME and would be classified "occupational" under the FCC regulations. ■ I am fully aware of and familiar with the Rules and Regulations of both the Federal Communications Commissions (FCC) and the Occupational Safety and Health Administration (OSHA) with regard to Human Exposure to Radio Frequency Radiation. ■ I have been trained on RF-EME modeling using RoofMaster™ modeling software. ■ I have reviewed the data provided by the client and incorporated it into this Site Compliance Report such that the information contained in this report is true and accurate to the best of my knowledge. EBI Consulting ♦ 21 B Street ♦ Burlington, MA 01803 ♦ 1.800.786.2346 RF-EME Compliance Report SD06224A/lnnovative Time Reviewed and Approved by: sealed27jan2021 Michael McGuire Electrical Engineer mike@h2dc.com 6220005650 5858 Edison Pl., Carlsbad California Note that EBl's scope of work is limited to an evaluation of the Radio Frequency -Electromagnetic Energy (RF-EME) field generated by the antennas and broadcast equipment noted in this report. The engineering and design of the building and related structures, as well as the impact of the antennas and broadcast equipment on the structural integrity of the building, are specifically excluded from EBl's scope of work. 14 EBI Consulting ♦ 21 B Street ♦ Burlington, MA 01803 ♦ 1.800.786.2346 • • r 15 Appendix B: Federal Communications Commission (FCC) Requirements EBI Consulting• 21 B Street• Burlington, MA 01803 • 1.800.786.2346 All information used in this report was analyzed as a percentage of current Maximum Permissible Exposure (% MPE) as listed in the FCC OET Bulletin 65 Edition 97-0 I and ANSI/IEEE Std C95. I. The FCC regulates Maximum Permissible Exposure in units of microwatts per square centimeter (µW/cm2). The number of µW/cm2 calculated at each sample point is called the power density. The exposure limit for power density varies depending upon the frequencies being utilized. Wireless Carriers and Paging Services use different frequency bands each with different exposure limits, therefore it is necessary to report results and limits in terms of percent MPE rather than power density. All results were compared to the FCC (Federal Communications Commission) radio frequency exposure rules, 47 CFR I. I 307(b)( I) -(b)(3), to determine compliance with the Maximum Permissible Exposure (MPE) limits for General Population/Uncontrolled environments as defined below. General population/uncontrolled exposure limits apply to situations in which the general public may be exposed or in which persons who are exposed as a consequence of their employment may not be made fully aware of the potential for exposure or cannot exercise control over their exposure. Therefore, members of the general public would always be considered under this category when exposure is not employment related, for example, in the case of a telecommunications tower that exposes persons in a nearby residential area. Public exposure to radio frequencies is regulated and enforced in units of microwatts per square centimeter (µW/cm2). The general population exposure limit for the 700 and 800 MHz Bands is 467 µW/cm2 and 567 µW/cm2 respectively, and the general population exposure limit for the PCS and AWS bands is I 000 µW/cm2. Because each carrier will be using different frequency bands, and each frequency band has different exposure limits, it is necessary to report percent of MPE rather than power density. Occupational/controlled exposure limits apply to situations in which persons are exposed as a consequence of their employment and in which those persons who are exposed have been made fully aware of the potential for exposure and can exercise control over their exposure. Occupational/controlled exposure limits also apply where exposure is of a transient nature as a result of incidental passage through a location where exposure levels may be above general population/uncontrolled limits (see below), as long as the exposed person has been made fully aware of the potential for exposure and can exercise control over his or her exposure by leaving the area or by some other appropriate means. A site is considered out of compliance with FCC regulations if there are areas that exceed the FCC exposure limits and there are no RF hazard mitigation measures in place. Any carrier which has an installation that contributes more than 5% of the applicable MPE must participate in mitigating these RF hazards. Additional details can be found in FCC OET 65. 16 EBI Consulting ♦ 21 B Street ♦ Burlington, MA 01803 ♦ 1.800.786.2346 MDI Dominant Project Purpose T-Mobile is proposing a cell site modification to an existing cell site located at: 5858 Edison Place, Carlsbad, CA 92008. This existing building is located in the P-M, Planned Industrial Zone and is in a preferred zone of the city for a cell site. The purpose of this modification is to upgrade outdated technology with new antennas and equipment that will allow the WCF to operate at full capacity providing better coverage to the community as well as emergency services. The objective for the upgrade is capacity .( Layer addition) This is aimed to improve data speeds in the area. This upgrade will allow for better faster coverage than what currently exists and will extend the reach of coverage to those in the surrounding area. If this site were to be removed or go off air there would be a significant gap in coverage as shown on the provided coverage maps as well as a decrease in coverage of other nearby T-Mobile cell sites. This upgrade is necessary to keep the WCF running at full capacity. 10590 WEST OCEAN AIR DRIVE/ SUITE 300 / SAN DIEGO, CA 92130 MD/ Technical Objectives and Significant Gap Information Project Description: T-Mobile seeks Development Approval to allow a modification to an existing telecommunication facility located at 5858 Edison Place, Carlsbad, CA 92008, APN: 212- 092-36-00 within the P-M planned industrial zone. As more fully described in the attached plans, the project consists of the following scope of work: Remove 6 antennas, 6 mounts, and 6 RRUs Install 9 antennas and 3 RRUs Replace existing antennas mounts Replace 3 antenna screen enclosures Upgrade and existing cabinet, install 2 cabinets Install 1 router and 1 voltage booster T-Mobiles unmanned wireless telecommunication facility is fa~ade mounted and screened on an existing building within the planned industrial zone. T-Mobiles equipment needs to be upgraded to better service the public as the current technology is out of date. We will be replacing 6 older antennas, with 9 new upgraded antennas which will allow us to have better coverage. New RRUs will help with the effectiveness of these antennas and their reach to be amplified. This is necessary to keep the facility running at full capability for the public's use. This upgrade will improve public communication services which includes emergency communications. As seen in the coverage maps provided if this site were to go off air there would be significant gaps in coverage and would greatly affect the community in the area including emergency services, businesses, hotels, churches, and airport commuters. This needed upgrade will provide faster more effective seamless connection and will ensure any gaps in coverage will be eliminated. This area is planned industrial with multiple businesses and hotels affected by the coverage. The commuter thoroughfares include Palomar airport Road and Camino Vida Roble. This is a high traffic area for commuting to and from McClellan Palomar Airport, one of the busiest single runway airports in the country with over 200,000 take offs and landings per year. The Gap coverage is approximately 2,284,913 Sq ft. and has the potential to affect approximately 300 City of Carlsbad residents directly and also those who may drive through this area, do business or own businesses in this area, or those who may stay in a hotel in this area as well as emergency services. 10590 WEST OCEAN AIR DRIVE/ SUITE 300 / SAN DIEGO, CA 92130 MD7 Current speed data is showing speeds up to 15 Mbps in the area. The only way to improve this speed is by adding theSG capable layer to the site. Current channels are limited due to spectrum and radio capabilities. SG Spectrum will enable the new radio with wider channels enhancing the data speeds. The objective for the upgrade is capacity ( Layer addition). This is aimed to improve data speeds in the area. Therefore, the dropped call stats are not part of the exercise. 10590 WEST OCEAN AIR DRIVE/ SUITE 300 / SAN DIEGO, CA 92130 MD7 - Alternative Site Analysis Development Approval for a Modification to an Existing T-Mobile Wireless Telecommunication Facility Current location of T-Mobiles WCF: 5858 Edison Place, Carlsbad, CA 92008 This existing T-Mobile WCF is located in the P-M, Planned Industrial zone and is in a preferred zone for a WCF within the city of Carlsbad. In accordance with the City Council Policy 64 this site is designed in a way that is architecturally integrated with the existing building and has the least visual impact possible. This stealth facility is fa~ade mounted on the existing building, screened, and painted to match the building. The proposed modification will not change the existing height or set backs of the building and is in compliance with the regulations of this zone. This project complies with the FCC regulations, please see provided licenses. Being that this is an existing cell site in a preferred zone, designed in a preferred stealth way an alternative site has not been sought out as a new site build would adversely affect the community and would greatly delay the much needed upgrade in the area. The following are alternative site options in the same area as the existing site, as this is the area in need of coverage. 1. SDG&E Utility Pole west of the current WCF We can add antennas and associated equipment to an existing SDG&E utility pole located just west of the existing WCF in the P-M planned industrial zone. These antennas will not be completely stealth and will be visible to the public. 2. Christian Mediations -5858 Edison Pl. STE 210, Carlsbad, CA 92008 Located next to the existing WCF in the P-M planned industrial zone. This location provides for a 30ft. faux mono-pine option. This location will require a new site build and an equipment enclosure. Per City Council Policy No. 64 this is not a preferred method as there are other existing structures that can accommodate the WCF. 3. 1959 Palomar Oaks Way #320, Carlsbad, CA 92011 Located within the P-M, planned industrial zone. Possible rooftop mounted, enclosed with equipment cabinets. The rooftop enclosure would be outside the height regulations for this zone. This site will not provide the same coverage to the north area as the existing/proposed location. 10590 WEST OCEAN AIR DRIVE/ SUITE 300 / SAN DIEGO, CA 92130 .... MD'i 4. CHC Consulting -5876 Owens Ave. Carlsbad, CA 92008 Located within the P-M, planned industrial zone. Fa~ade mounted and screened to match existing building. Similar to existing/ proposed. 5. Courtyard by Marriot -5835 Owens Ave. Carlsbad, CA 92008 Located within the P-M, planned industrial zone. Possible rooftop structure. Not as architecturally integrated as existing site. 10590 WEST OCEAN AIR DRIVE/ SUITE 300 / SAN DIEGO, CA 92130 .. • i) Coverage for SD06224A The targeted area to improve it's located in the middle of Industrial and corporate office building. The Main objective for this is to improve the customer experience in terms of data speeds. Key locations :Palomar Airport building, Yahoo Inc, Gov Group , Office Team and Work Way to name a few. The "Gap Area" that will be impacted if we do not deploy this solution is . 2,284,913 Sq ft. This could be almost double as we as most of these are two story buildings. -- ii) Coverage for SD06224A and Neighbor sites iii) Coverage for Neighbor sites without SD06224A • ,uilding Commercial -91dBm In Building Residential • 97dBm -114 dBm iv) Predictions clearly shown that indoor coverage will go away if we don't have a site at the current location . Please note that the goal of this modification is to add a new layer to improve the capacity so customers can maintain and/or notice improvements on their data speeds. The intended layer to be installed is SG capable currently we don't have any SG layer on this site. 1• • TMO Current data speeds in the area. ~4 -~"" ...... > • ... • .. I • . • • . ,,. .. , . , . • I 4~ . I r.J . -· • .. ) :~. ,----...._-=--- • a.. . .. • I '-'-" ... ,. ,rtllO • . j ' ,. • .... . . -~· -. --~~ t ·~ ."i -~ .... 1 ~-t • • -;1 • • a. -' • ;t ""'• -·· ... . •• • ,. ... ,/~ ..._,. .. ~.' • \·.;,,-:~\1~.J r : ; ◄ ,._._,.~ -,~ :-... , .. -'\~• \: . \ -:-·-. ,~ ·""--· . ~\ ... • . - • ' . . • ' . .... ... -, , . • .. ~ <1, ... • • . . '•. .. ., ... I . ... • . .. . \ .. • • ·•· .. ·• . ... . f ... • .... ,. .. ,. .. . . ' ~ , "!l ••. r . ... ·• . ..... 1-_, ~, . . . . . r, .,.. ·' . i.••,-~ .•,1• . . . . ....,..art.. . -· •.' ~ •·.F-" t . • . . •,• • I ..... .) L a.. le • .. ;·~~ ~-.,. ltd - • . ., . . -,.r,s-~ . -~ • •• fl, . • ,.:--· --. ·~ .. -i il,;i . . .. . , <:i ~ . ,. . . . . .. . ,t ·• • .. • • .. -.. ~ --~~ • ~ 1 • r ~. . ':;) -.. . "' • w ·-. • • # I • . . ' . ~ ' a ,;.,-.• ~Como • l .. .. < 6dl Club ' .·• . ' f . • ·~; ... . . . . ✓ --# . r' .. ~""'"'-_:.t -· -~ ~· ! . ""'l!I • .. " -.. . . . . .. .. ~ . ·'· " ~--.. -1•: ~ '. . . •• • . --.,., ., -.... _,.,, • •c.u • ,J $ \j ,. ,; . I .. .. .. ;!_. c;;; ► . ~ ,i;J -~ .. _------...._ • _!, Current speed data is showing speeds up to 15 Mbps in the area . The only way to improve this speeds is by adding the5G capable layer to the site. Current channels are limited due to spectrum and radio capabilities. 5G Spectrum will enable the new radio with wider channels enhancing the data speeds. v) Major Impacted road will be the Palomar Airport Rd. vi) Estimated impacted users is 300 ( local users) .Additionally we will have a negative impact in TMO users that works in the area. TMO And wireless facilities by others ~ Owners· Association e,c,,,,,~ ~.,, @ r+) 8 4'1:> <,•/ .. ► < ... ~ ,.., .. ~ ~ ,ND Cahforni~ f The Crossings at C8rl ~ TPrnpornrliydos~ --~ se, qlt> e' 8 McClellan Palomar Airport-Crq q @ fa!110AIY '-•e a,,~ .. ~ Paioma• @ .. ~ .~VJ/, ~ Patom_, Ai,"°'1 A ~ ·f/ , BRES S I RANC ~eQ ... .,,l!OO.I ~ ~ --.. Poinsettia Park ~ ~ " ~ 'i -;, 'E,. ,s, -, ~ .... ~-:$ .. l: .._.,. e~~ qcr'<; AVIARA @ lla1,q11,ro~ Or. 'l ~ '?;'<?o "ida 9-0'!;1 @ @ (iw_ ~ i J @ f J I;; Alga Nof!e Community Park "" .:~· ◊ qi' ~~ @@ \ -9- 11...~7' ..,,.,.~ i l ! .:;; ~ C i ~ Om_nl La Costa~ _R_es<?ct & Spa T ~fllCRcf ¢ "" \ @ @ q- <c)~,/'e 1@ AT&T @ Verizon - SD06224A Innovative Time 5858 Edison Place, Carlsbad, CA 92008 Weston Soiut,ons q 0G Funding q Kendal Flolal SUpply ' . Ramrez ft ActlW MotJf q ft Wholesale Flowers T T Tubby Todd Bath Co {' • ., ~"' "4 P""' . carisbad ExecutlYt Plau q Crun [fill Homewood Suttes by~ "' ... Hilton carlsbad-North-T ::: ~ ft M~ Wholesale ~, T Aon~~ <I P,....._ ~ Geiger Law Office. P C Def Mar Recovery ft '" ewtyard by Mri>tt ~ -,,..-1,,,.-,, ,' ft Solut,ons T ... , SanOiegoc.tsbadT ~ .o. T The Board Sollce 9 v !View 21 Hio/1 Moon Studios 9 K 1 Speed • Indoor (p Go Karts, Corporate Temoora,,lydOMd i i <t I " I J J \ I q, '~ Homt2 Suites by ~ Hlllon Car1sl>ld T q Reous • catiforma. ♦ cartsbad · Comesstone q\ ,5858 Edison Pl. .P car1sbad,CA92008 / !View 3 I jView 1 ! J-/ ~ f N>!icStorage Philq T ropal Exotic ( Hardwoods of Latin ~ Fufifld Inn & T Suites by Mllriolt San -°"''""' ARCOO OCNoxq j9ewoeo !1, " ~ r.,.,; ,..~ ! Fon MachlneTelt Versooi~atfflalsq q ,uc1y·,o. q Ra Medical Systems Inc OPT Telt$COpfS I!\ q (OlllrleHQ)T Fashionph,le Q Berner Group USA ft Mracosta Colege ft Buffinl & Company T Technology Career .. T ·"',, ___ as1 Golf can, f .Vina Lorn~-~~sq ..... 4- 020200oogl, ..... MD7 N;;O.JfV,t;Y(Y-PHOTO SIMUl.ATION BASED UPON ~ATIOH PM>YIXO BY PROJECT APfl\.K:ANT SD06224A Innovative Time MD7 5858 Edison Place, Carlsbad, CA 92008 N;OJR/1,CYOF PMOTOSUJLATIOH BASED UPON HFORWATIJH ~D BY PN>JECT APPt.lCNfl SD06224A Innovative Time MD7 5858 Edison Place, Carlsbad, CA 92008 1#3€ill§tc ~OIF PHOTOSMll.AflONBASED UPOH ~TON PROVIJEO 8YPAO.IIECT APPUCAHT .. . . ... SD06224A Innovative Time MD/ 5858 Edison Place, Carlsbad, CA 92008 ICCI.IA>CYOf PMOTOSNU.AflONBASED LPOH ~TIOH PA0W>ED BY PROJECT APP\.ICN(J REFERENCE COPY This is not an official FCC license. It is a record of public information contained in the FCC's licensing database on the date that this reference copy was generated. In case where FCC rules require the presentation, posting, or display of an FCC license, this document may not be used in place of an official FCC icen Federal Communications Commission Wireless Telecommunications Bureau RADIO STATION AUTHORIZATION LICENSEE: NSAC, LL ATI'N: SPECTRUMLICENS NSAC,LLC 12502 SUNRISE VALLEY DRIVE Ml : V RESTON, VA 20196 FCC Registration Number (FRN): Grant Date 03-02-2016 Geographic Service Area: Channel Plan: New New New New New New New New New New New New New Conditions: Channel Number: BRSl BRS2 El E2 E3 E4 Fl F2 F3 F4 Hl H2 H3 Call Sign I File Number B402 Radio Service BR -Broadband Radio Service Regulatory Status Common Carrier Expiration Date 03-28-2026 uency: 2496.00000000 -002502.00000000 MHz 002614.00000000 MHz 002646.00000000 MHz 002651.50000000 MHz · -002657.00000000 MHz 002602.00000000 -002608.00000000 MHz Print Date 11-02-2016 Pursuant to §309(h) of the Communications Act of 1934, as amended, 47 U.S.C. §309(h), thi been is ubject to the following conditions: This license shall not vest in the licensee any right to operate the station nor any righUn he o the frequencies designated in the license beyond the term thereof nor in any other manner than authorized herein. Neitlier e ic nse nor the right granted thereunder shall be assigned or otherwise transferred in violation of the Communications Act of, 934, amended. See 47 U.S.C. § 310(d). This license is subject in terms to the right of use or control conferred by §70 tn ~.o.:.:m=-·-·:r 1934, as amended. See 47 U.S.C. §606. This license may not authorize operation throughout the entire geographic area or spectrum identified on the ha py version. To view the specific geographic area and spectrum authorized by this license, refer to the Spectrum and M el.Atea · fo tion under the Market Tab of the license record in the Universal Licensing System (ULS). To view the license recoh:l,_go to tlie ULS homepage at http://wireless.fcc.gov/uls/index.htm?job=home and select "License Search". Follow the instructions on how to search for license information. Page I of2 FCC 601-ED/BR April 2009 Page 2 of2 FCC 601-ED/BR April 2009 Federal Communications Commission Wireless Telecommunications Bureau Spectrum Leasing Arrangement ATIN: ROBIN J. COHEN CLEARWIRE SPECTRUM HOLDINGS II, LLC Date: 10/26/2018 Reference Number: 12502 SUNRISE VALLEY DRIVE, MIS: V ARESA0209 RESTON, VA 20196 This approval allows the Lessee to lease spectrum from the Licensee pursuant to the provisions and requirements of Subpart X of Part 1 of the Commission's Rules, 47 C.F.R. Part 1, and as described in the associated spectrum leasing application or notification. l Type of Lease Arrangement ' Lease Term De Facto Transfer Lease Long Term Lease Grant/Accepted Date Lease Commencement Date 08/25/2006 08/25/2006 Call Sign Radio Service .,, WND622 ED -Educational Broadband Service I Lessee Information 0015316904 CLEARWIRE SPECTRUM HOLDINGS II, LLC Attn: ROBIN J. COHEN 12502 SUNRISE VALLEY DRIVE, MIS : V ARESA0209 RESTON, VA20196 I Licensee Information 0006686018 I I I , , Lease Identifier L000000921 Lease Expiration Date 04/25/2022 NORTH AMERICAN CATHOLIC EDUCATIONAL PROGRAMMING FOUNDATION, INC. Attn: MR. JOHN PRIMEAU 2419 HARTFORD A VENUE JOHNSTON, Rl 02919-1719 Page 1 of2 FCC 812 April 2009 Geographically-Licensed Services Market Number Market Name Channel Block P02088 P35 GSA ,,. Condition: This lease may not authorize operation throughout the entire geographic area or spectrum identified on the hardcopy version. To view the specific geographic area and spectrum associated with this leasing agreement, refer to the Spectrum and Market Area information under the Market Tab of the license record in the Universal Licensing System (ULS). To view the license record, go to the ULS homepage at http://wireless.fcc.gov/uls/index.htm?job=home and select "License Search". Follow the instructions on how to search for license information. Conditions: This spectrum lease includes all of the geographic areas/spectrum from the underlying call sign. j Conditions: Pursuant to §309(h) of the Communications Act of 1934, as amended, 47 U.S.C. §309(h), this license is subject to the following conditions: This license shall not vest in the licensee any right to operate the station nor any right in the use of the frequencies designated in the license beyond the term thereof nor in any other manner than authorized herein. Neither the license nor the right granted thereunder shall be assigned or otherwise transferred in violation of the Communications Act of 1934, as amended. See 47 U.S.C. § 310( d). This license is subject in terms to the right of use or control conferred by §706 of the Communications Act of 1934, as amended. See 47 U.S.C. §606. Page 2 of2 FCC 812 April 2009 REFERENCE COPY This is not an official FCC license. It is a record of public information contained in the FCC's licensing database on the date that this reference copy was generated. In cases where FCC rules require the presentation, posting, or display of an FCC license, this document may not be used in place of an official F Federal Communications Commission Wireless Telecommunications Bureau RADIO STATION AUTHORIZATION ATIN: GO NEXTEL 12502 SUNRISE VALLE RESTON, VA 20196 FCC Registration Number (FRN): Grant Date 07-19-2018 Market Number BEA160 1st Build-out Date 06-17-2001 Waivers/Conditions: S: V ARESA0209 2nd Build-out Date 06-17-2003 Call Sign WPOH385 File Number Radio Service YC -SMR, 806-821/851-866 MHz, Auctioned Expiration Date 06-17-2028 Print Date Sub-Market Designator 0 4th Build-out Date Grant of the request to update licensee name is conditioned on it not re ecting an assignment or transfer of control (see Rule 1.948); if an assignment or transfer occurred without proper notification FC approval, the grant is void and the station is licensed under the prior name. License renewal granted on a conditional basis, subject to the outcome of FCC pro No. 10-112 (see FCC 10-86, paras. 113 and 126). Conditions: Pursuant to §309(h) of the Communications Act of 1934, as amended, 47 U.S.C. §309(h), s teen -is subject to the following conditions: This license shall not vest in the licensee any right to operate the station nor an rigtit in the use of the frequencies designated in the license beyond the term thereof nor in any other manner than autho · ed erei . Neither the license nor the right granted thereunder shall be assigned or otherwise transferred in violatio fthe ommunications Act of 1934, as amended. See 47 U.S.C. § 31 0(d). This license is subject in terms to the right of use or co trol conferr by §706 of the Communications Act of 1934, as amended. See 47 U.S.C. §606. This license may not authorize operation throughout the entire geographic area or spectrum identifie To view the specific geographic area and spectrum authorized by this license, refer to the Spectrum an Mar et :A:rea informatio under the Market Tab of the license record in the Universal Licensing System (ULS). To view the license record, go to the ULS homepage at http://wireless.fcc.gov/uls/index.htm?job=home and select "License Search". Follow the instructions on how to search for license information. Page 1 of3 FCC601-MB October 2017 Licensee Name: NEXTEL WEST CORP. File Number: Print Date: Waiver of S ti n 9Q.209(b 7) is specifically conditioned on the following: (1) In the portions of the three (3) counties in the Southern Cahfornia P C Region listed in Attachment A of DA 18-233, Sprint must maintain a minimum 70-mile co-channel se para 'on be een Sprint's proposed operations at 821-824/866-869 MHz and the closest public safety site still operational in the Id NPS A and; (2) Sprint must provide each public safety entity listed in Attachment C of DA 18-233 with 30-days advance notice of p · nt's deployment and planned initiation date of operations in the Southern California NPSPAC Region, or i Spn t's operation of a base station site is subject to Section 90.621(b)(4)(ii)'s separation distance requirements, technica info ation an ufficient time to permit advance review and clearance of Sprint's deployment at that site; (3) Sprint may not eploy T 82 -.i/866-869 MHz in the seven (7) counties listed in Attachment B of DA 18-233 until 800 MHz band reconfiguraf on h been completed in the entire Southern California NPSP AC Region; and, ( 4) If Sprint receives a report that station( operating-.in the areas covered by this waiver are causing harmful interference to a public safety licensee, it shall immediately suspend onera ·on under this waiver of such station(s) except for test transmissions to identify and eliminate the interference. Sprint ma~ r um operation under this waiver of such station(s) only after the interference has been successfully mitigated. Further, Sp 'nt's rations remain subject to the Commission's rules regarding abatement of unacceptable interference as set fort · Sect10ns'90.672, 90.673, 90.674, and 90.675. Sprint must afford additional co-channel distance separation pursuant to Section 90. i · (b)( ri if its sites or those of any public safety entity still operating in the old NPSPAC band meet the protection criteri provided in that rule. 1. Sprint will provide appropriate co-channel pr tee i n incumbent licensees pursuant to Section 90.621 (b) of the Commission's co-channel protection rules. 2. S · t ilJ pr0vide adjacent-channel protection in accordance with the standard adopted by the Commission in the 800 MHz Sec nd orandum Opinion and Order based on the petition filed by NPSP AC Region 8 (New York Metropolitan Area). 3. Sprint will not se and will protect the five nationwide mutual aid channels in the 821-824/866-869 MHz band ineach NPSPAC region ·-n whieH it pe ates until rebanding is complete in that region. 4. At least 60 days prior to initiating service in the 821-824/866-869 MHz d pursuant to its modified EA licenses, Sprint must provide written notification to every NPSPAC licensee in the affected SPAC region(s), at the contact address listed in ULS, that it intends to use its modified licenses to operate in the 821-8 4/866-86~ MHz band. In addition, Sprint must provide the same written notification to the Regional Planning Coordinator(s) for affe · eo NPSPAC region(s). 5. Sprint will notify the administrator of the CTIA interference website of any new geo phic ars as in which Sprint deploys facilities in the 821-824/866-869 MHz band. 6. In the event of an interference c pla"nt, rint Nextel will strictly adhere to the Commission's mandated interference response timelines and requirement ~died in Section 90.674 of the Commission's rules. 7. Until the conclusion of band reconfiguration in the affected SBA re ·on(s), Sprint will protect public safety systems in the 821 -824/866-869 MHz band in accordance with the "in erim' · terference standard specified by the Commission in the 800 MHz Supplemental Order. In addition, Sprint e el w.· I employ the additional protection methods identified in the 800 MHz Supplemental Order to protect public safety systems in the 821-824/866-869 MHz band that do not meet the signal strength threshold under Commission's interim rule but that do meet the,tnfesfiold under the Commission's final interference rules. * For complete text of applicable conditions, see DA 08-107 . 8 pnnt :will comply with the Protocol between the Department of State of the United States of America and the Secretariat ofCommun·cations and Transportation of the United Mexican States concerning the allotment, assignment and use of the 80 -8 4/851-869. z and 896-901/935-940 MHz bands for terrestrial non-broadcasting radiocommunication services along the ommo border. Page 2 of3 FCC 601-MB October 2017 Licensee Name: NEXTEL WEST CORP. Call Sign: WPOH385 File Number: Market Buildout Deadline Page 3 of3 Print Date: Buildout Notification Status FCC601-MB October 2017 REFERENCE COPY This is not an official FCC license. It is a record of public information contained in the FCC's licensing database on the date that this reference copy was generated. In cases :where FCC rules require the presentation, posting, or display of an FCC license, this document may not be used in place of an official FC Federal Communications Commission Wireless Telecommunications Bureau RADIO STATION AUTHORIZATION A TIN: FCC REG C T-MOBILE LICENS 12920 SE 38TH ST. BELLEVUE, WA 98006 Call Sign WPSL621 File Number FCC Registration Number (FRN): Grant Date 06-29-2015 Market Number MTA002 1st Build-out Date 06-23-2000 Waivers/Conditions: 2nd Build-out Date 06-23-2005 Spectrum Lease associated with this license. See Spectrum Leasing A 0002428329. Expiration Date 06-23-2025 Radio Service CW -PCS Broadband Print Date Sub-Market Designator 23 4th Build-out Date Spectrum Lease associated with this license. See Spectrum Leasing Arrangement /2006 and File No. 0002428332. Spectrum Lease associated with this license. See Spectrum Leasing Arrangement 0002441577. Conditions: Pursuant to §309(h) of the Communications Act of 1934, as amended, 47 U.S.C. §309(h), is license is subject to the following conditions: This license shall not vest in the licensee any right to operate the station or y right in the use of the frequencies designated in the license beyond the term thereof nor in any other manner than author,ized erei . Neither the license nor the right granted thereunder shall be assigned or otherwise transferred in violatio fth ' ommunications Act of 1934, as amended. See 47 U.S.C. § 310( d). This license is subject in terms to the right of us or c ntrol--conferr by §706 of the Communications Act of 1934, as amended. See 4 7 U .S.C. §606. This license may not authorize operation throughout the entire geographic area or spectrum identifie o th hardcop version. To view the specific geographic area and spectrum authorized by this license, refer to the Spectrum an Market :Area informatio under the Market Tab of the license record in the Universal Licensing System (ULS). To view the license record, go to the ULS homepage at http://wireless.fcc .gov/uls/index.htm?job=home and select "License Search". Follow the instructions on how to search for license information. Page 1 of3 FCC 601-MB October 2017 Licensee Name: T-MOBILE LICENSE LLC File Number: Print Date: Spectrum L this license. See Spectrum Leasing Arrangement Letter dated 03/06/2006 and File No. 0002441819. Spectrum Lease · · icense. See Spectrum Leasing Arrangement Letter dated 03/06/2006 and File No. 0002442161. Spectrum Lease associa e Spectrum Leasing Arrangement Letter dated 03/06/2006 and File No. 0002442231 . Spectrum Lease associated See Spectrum Leasing Arrangement Letter dated 03/06/2006 and File No. 0002442271. Spectrum Lease associated with ectrum Leasing Arrangement Letter dated 03/06/2006 and File No. 0002442718. Spectrum Lease associated with this licen e. easing Arrangement Letter dated 03/06/2006 and File No. 0002444985. Page 2 of3 FCC601-MB October 2017 Licensee Name: T-MOBILE LICENSE LLC Call Sign: WPSL621 File Number: Market Buildout Deadline Page 3 of3 Print Date: Buildout Notification Status FCC601-MB October 2017 REFERENCE COPY This is not an official FCC license. It is a record of public infonnation contained in the FCC's licensing database on the date that this reference copy was generated. In cases where FCC rules require the presentation, posting, or display of an FCC license, this document may not be used in place of an official FC ATIN: GO SPRINT SP 12502 SUNRISE V RESTON, VA 20196 Federal Communications Commission Wireless Telecommunications Bureau RADIO STATION AUTHORIZATION Call Sign WPZY685 File Number 0008200493 S: V ARESA0209 Radio Service CW -PCS Broadband FCC Registration Number (FRN): Grant Date 12-06-2016 Market Number BTA402 1st Build-out Date 12-07-2003 Waivers/Conditions: 2nd Build-out Date 01-03-2007 Expiration Date 01-03-2027 Print Date 05-05-2018 Sub-Market Designator 2 4th Build-out Date This authorization is subject to the condition that, in the event that syst s usi g the same frequencies as granted herein are authorized in an adjacent foreign territory (Canada/United States), future oo ,dmation of any base station transmitters within 72 km (45 miles) of the United States/Canada border shall be required to eliminate any hannfu interference to operations in the adjacent foreign territory and to ensure continuance of equal access to the frequencie 6y both ountries. This authorization is conditioned upon the full and timely payment of all monies d ns 1.2110 and 24.711 of the Commission's Rules and the terms of the Commission's installment plan as set Security Agreement executed by the licensee. Failure to comply with this condition will result in the a of this authorization. Conditions: Pursuant to §309(h) of the Communications Act of 1934, as amended, 47 U.S.C. §309(h), ·s license is subject to the following conditions: This license shall not vest in the licensee any right to operate the station nor any right in the use of the frequencies designated in the license beyond the term thereof nor in any other manner than authori ed erei . either the license nor the right granted thereunder shall be assigned or otherwise transferred in violatio ofth Communications Act of 1934, as amended. See 47 U.S.C. § 3 I0(d). This license is subject in terms to the right of us or con rol by §706 of the Communications Act of 1934, as amended. See 47 U.S .C. §606. This license may not authorize operation throughout the entire geographic area or spectrum identified on the hardCOPY. version. To view the specific geographic area and spectrum authorized by this license, refer to the Spectrum an et 7\Tea informatio under the Market Tab of the license record in the Universal Licensing System (ULS). To view the license record, go to the ULS homepage at http://wireless.fcc.gov/uls/index.htm?job=home and select "License Search". Follow the instructions on how to search for license information. Page 1 of3 FCC601-MB October 2017 Licensee Name: SPRINT SPECTRUM, L.P. File Number: 0008200493 Print Date: 05-05-2018 conditional basis, subject to the outcome of FCC proceeding WT Docket No. 10-112 (see FCC Pursuant to Order 03-6-l"'i (rel. March 3, 2003), the designated entity holding period for this license is extended by 703 days, or until the licensee me its fiv ear construction requirement, whichever is sooner. Commission approv licenses contained therein are subject to the conditions set forth in the Memorandum Opinio ecember 29, 2006 and released on March 26, 2007, and revised in the Order on Reconsideration, adopte 26, 2007. See AT&T Inc. and BellSouth Corporation Application for Transfer of Control, WC Docket N Opinion and Order, FCC 06-189 (rel. Mar. 26, 2007); AT&T Inc. and BellSouth Corporation, W rder on Reconsideration, FCC 07-44 (rel. Mar. 26, 2007). Page 2 of3 FCC 601-MB October 2017 Licensee Name: SPRINT SPECTRUM, L.P. Call Sign: WPZY685 File Number: 0008200493 Market Buildout Deadline Page 3 of3 Print Date: 05-05-2018 Buildout Notification Status FCC601-MB October 2017 REFERENCE COPY This is not an official FCC license. It is a record of public information contained in the FCC's licensing database on the date that this reference copy was generated. In cases :where FCC rules require the presentation, posting, or display of an FCC license, this document may not be used in place of an official FQ Federal Communications Commission Wireless Telecommunications Bureau RADIO STATION AUTHORIZATION ATfN: DAN MENS R T-MOBILE LICENS 12920 SE 38TH ST. BELLEVUE, WA 98006 FCC Registration Number (FRN): Grant Date 11-29-2006 Market Number CMA018 1st Build-out Date Waivers/Conditions: 2nd Build-out Date Call Sign WQGB272 I File Number Radio Service AW -AWS (1710-1755 MHz and 2110-2155 MHz) Expiration Date 11-29-2021 Print Date Sub-Market Designator 0 4th Build-out Date This authorization is conditioned upon the licensee, prior to initiating o rati s rom any base or fixed station, making reasonable efforts to coordinate frequency usage with known co-channel and a ~acent channel incumbent federal users operating in the 1710-1755 MHz band whose facilities could be affected by the proposed operations. See, e.g., FCC and NTIA Coordination Procedures in the 1710-1755 MHz Band, Public Notice, FCC 06-50, W B D ket No. 02-353, rel. April 20, 2006. Conditions: Pursuant to §309(h) of the Communications Act of 1934, as amended, 47 U.S.C. §309(h), is Ii nse is ubject to the following conditions: This license shall not vest in the licensee any right to operate the station nor a y riglit in the use of the frequencies designated in the license beyond the term thereof nor in any other manner than author-cized erei . Neither the license nor the right granted thereunder shall be assigned or otherwise transferred in violatio fth Comm i ations Act of 1934, as amended. See 47 U.S.C. § 31 0(d). This license is subject in terms to the right of use or co trol.-conferr by §706 of the Communications Act of 1934, as amended. See 47 U.S.C. §606. This license may not authorize operation throughout the entire geographic area or spectrum identifi n t e hardcop}'. version. To view the specific geographic area and spectrum authorized by this license, refer to the Spectrum and et Area informatio under the Market Tab of the license record in the Universal Licensing System (ULS). To view the license record, go to the ULS homepage at http://wireless.fcc.gov/uls/index.htm?job=home and select "License Search". Follow the instructions on how to search for license information. Page 1 of3 FCC 601-MB October 2017 Licensee Name: T-MOBILE LICENSE LLC File Number: Print Date: The license ce with the provisions of the January 12, 2001 Agreement between Deutsche Telekom AG, VoiceStrea n, VoiceStream Wireless Holding Corporation and the Department of Justice (DOJ) and the Federal Bur I), which addresses national security, law enforcement, and public safety issues of the FBI and the DOJ r granted by this license. Nothing in the Agreement is intended to limit any obligation imposed by F ·ncluding, but not limited to, 47 U.S.C. Section 222(a) and (c)(l) and the FCC's implementing re · ublished at VoiceStream-DT Order, 1B Docket No. 00-187, FCC 01-142, 16 FCC Red 9779, 985 A WS operations must no c nee across the Canadian or Mexican Border. The authority granted herein is subject to future intemationa anada or Mexico, as applicable. Page 2 of3 FCC601-MB October 2017 Licensee Name: T-MOBILE LICENSE LLC Call Sign: WQGB272 File Number: Market Buildout Deadline Page 3 of3 Print Date: Buildout Notification Status FCC601-MB October 2017 REFERENCE COPY This is not an official FCC license. It is a record of public information contained in the FCC's licensing database on the date that this reference copy was generated. In cases where FCC rules require the presentation, posting, or display of an FCC license, this document may not be used in place of an official FC Federal Communications Commission Wireless Telecommunications Bureau RADIO STATION AUTHORIZATION ATTN: FCC REG C T-MOBILE LICENS 12920 SE 38TH ST. BELLEVUE, WA 98006 FCC Registration Number (FRN): Grant Date 06-29-2015 Market Number MTA002 1st Build-out Date Waivers/Conditions: 2nd Build-out Date Spectrum Lease associated with this license. See Spectrum Leasing A No.0001757204. Call Sign WQGG895 File Number Expiration Date 06-23-2025 Radio Service CW -PCS Broadband Print Date Sub-Market Designator 12 4th Build-out Date Spectrum Leasing Arrangement associated with file number 0001757204 was ex ten e 0002157666. Conditions: Pursuant to §309(h) of the Communications Act of 1934, as amended, 47 U.S.C. §309(h), his ·cen • is subject to the following conditions: This license shall not vest in the licensee any right to operate the station nor any righ in the use of the frequencies designated in the license beyond the term thereof nor in any other manner than author,i erei . either the license nor the right granted thereunder shall be assigned or otherwise transferred in violatio fth Comm nications Act of 1934, as amended. See 4 7 U.S.C. § 310( d). This license is subject in terms to the right of use or c rel nferred by §706 of the Communications Act of 1934, as amended. See 47 U.S.C. §606. This license may not authorize operation throughout the entire geographic area or spectrum identifi o the hardcop To view the specific geographic area and spectrum authorized by this license, refer to the Spectrum an M et Area informatio under the Market Tab of the license record in the Universal Licensing System (ULS). To view the license record, go to the ULS homepage at http://wireless.fcc.gov/uls/index.htm?job=home and select "License Search". Follow the instructions on how to search for license information. Page 1 of2 FCC 601-MB October 2017 Licensee Name: T-MOBILE LICENSE LLC File Number: Market Buildout Deadline Page 2 of2 Print Date: Buildout Notification Status FCC 601-MB October 2017 REFERENCE COPY This is not an official FCC license. It is a record of public information contained in the FCC's licensing database on the date that this reference copy was generated. In cases where FCC rules require the presentation, posting, or display of an FCC license, this document may not be used in place of an official F Federal Communications Commission Wireless Telecommunications Bureau RADIO STATION AUTHORIZATION A TIN: FCC REG C T-MOBILE LICENS 12920 SE 38TH ST. BELLEVUE, WA 98006 Call Sign WQHC874 File Number FCC Registration Number (FRN): Grant Date 06-30-2015 Market Number MTA002 1st Build-out Date Waivers/Conditions: 2nd Build-out Date Expiration Date 06-23-2025 Radio Service CW -PCS Broadband Print Date Sub-Market Designator 16 4th Build-out Date Commission approval of this application and the licenses contained the ein ar suoject to the conditions set forth in the Memorandum Opinion and Order, adopted on December 29, 2006 and re eased on March 26, 2007, and revised in the Order on Reconsideration, adopted and released on March 26, 2007. See AT&T Inc. and BellSout Gorporation Application for Transfer of Control, WC Docket No. 06-74, Memorandum Opinion and Order, FCC 06-189 (rel. M r. 26, 007); AT&T Inc. and BellSouth Corporation, WC Docket No. 06-74, Order on Reconsideration, FCC 07 (rel. Mar. i2 , 2007). Spectrum Lease associated with this license. See Spectrum Leasing Arrangement 0001757186. Conditions: Pursuant to §309(h) of the Communications Act of 1934, as amended, 47 U.S.C. §309(h), ·s license is subject to the following conditions: This license shall not vest in the licensee any right to operate the station or an righ in the use of the frequencies designated in the license beyond the term thereof nor in any other manner than authorized erei . Neither the license nor the right granted thereunder shall be assigned or otherwise transferred in violatio fthe ommunications Act of 1934, as amended. See 47 U.S.C. § 310(d). This license is subject in terms to the right of use or c by §706 of the Communications Act of 1934, as amended. See 47 U.S.C. §606. This license may not authorize operation throughout the entire geographic area or spectrum identifie on the hard OJ> ersion. To view the specific geographic area and spectrum authorized by this license, refer to the Spectrum an Mar et 11:rea informatio under the Market Tab of the license record in the Universal Licensing System (ULS). To view the license record, go to the ULS homepage at http://wireless.fcc.gov/uls/index.htm?job=home and select "License Search". Follow the instructions on how to search for license information. Page 1 of3 FCC601-MB October 2017 Licensee Name: T-MOBILE LICENSE LLC File Number: Print Date: Spectrum L 0002157743. ent associated with file number 0001757186 was extended to 0 1/05/2006. See file number Page 2 of3 FCC601-MB October 2017 Licensee Name: T-MOBILE LICENSE LLC File Number: Market Buildout Deadline Page 3 of3 Print Date: Buildout Notification Status FCC601-MB October 2017 REFERENCE COPY This is not an official FCC license. It is a record of public information contained in the FCC's licensing database on the date that this reference copy was generated. In cases where FCC rules require the presentation, posting, or display of an FCC license, this document may not be used in place of an official FC Federal Communications Commission Wireless Telecommunications Bureau RADIO STATION AUTHORIZATION A TIN: FCC REG T-MOBILE LICE 12920 SE 38TH STREET BELLEVUE, WA 98006 FCC Registration Number (FRN): Call Sign WQIZ547 File Number 0008570521 Radio Service WY -700 MHz Lower Band (Blocks A, B&E) Grant Date 05-30-2019 Expiration Date 06-13-2029 Print Date 05-31-2019 Market Number BEA161 1st Build-out Date 12-13-2016 Waivers/Conditions: 2nd Build-out Date 06-13-2019 Sub-Market Designator 0 4th Build-out Date If the facilities authorized herein are used to provide broadcast operatio s, wfi he exclusively or in combination with other services, the licensee must seek renewal of the license either within eight ears from the commencement of the broadcast service or within the term of the license had the broadcast service not been provided, whi hever,Period is shorter in length. See 47 CFR §27.13(b). Grant of the request to update licensee name is conditioned on it not reflecting an 1.948); if an assignment or transfer occurred without proper noti fication or FCC a licensed under the prior name. Conditions: r of control (see Rule void and the station is Pursuant to §309(h) of the Communications Act of 1934, as amended, 47 U.S.C. §309(h), ·s license is subject to the following conditions: This license shall not vest in the licensee any right to operate the station nor a y righ in the use of the frequencies designated in the license beyond the term thereof nor in any other manner than authoFi erei . either the license nor the right granted thereunder shall be assigned or otherwise transferred in violatio fth Communications Act of 1934, as amended. See 47 U.S.C. § 31 0(d). This license is subject in terms to the right of use or co tral n erred by §706 of the Communications Act of 1934, as amended. See 47 U.S.C. §606. This license may not authorize operation throughout the entire geographic area or spectrum identifie on th hard OJ) rsion. To view the specific geographic area and spectrum authorized by this license, refer to the Spectrum an Market A'.rea informatio under the Market Tab of the license record in the Universal Licensing System (ULS). To view the license record, go to the ULS homepage at http://wireless.fcc.gov/uls/index.htm?job=home and select "License Search". Follow the instructions on how to search for license information. Page 1 of2 FCC 601-MB October 2017 Licensee Name: T-MOBILE LICENSE LLC Call Sign: WQIZ54 7 File Number: 0008570521 Market Buildout Deadline Page 2 of2 Print Date: 05-31-2019 Buildout Notification Status FCC 601-MB October 2017 REFERENCE COPY This is not an official FCC license. It is a record of public information contained in the FCC's licensing database on the date that this reference copy was generated. In cases where FCC rules require the presentation, posting, or display of an FCC license, this document may not be used in place of an official FC Federal Communications Commission Wireless Telecommunications Bureau RADIO STATION AUTHORIZATION ATTN: FCC REG C T-MOBILE LICENS 12920 SE 38TH ST. BELLEVUE, WA 98006 FCC Registration Number (FRN): Grant Date 06-30-2015 Market Number MTA002 1st Build-out Date Waivers/Conditions: 2nd Build-out Date Call Sign WQJF364 File Number Expiration Date 06-23-2025 Radio Service CW -PCS Broadband Print Date Sub-Market Designator 30 4th Build-out Date Commission approval of this application and the licenses contained the ein are s1,1t5ject to the conditions set forth in the Memorandum Opinion and Order, adopted on December 29, 2006 and re eased on March 26, 2007, and revised in the Order on Reconsideration, adopted and released on March 26, 2007. See AT&T Inc. and BellSout Gorporation Application for Transfer of Control, WC Docket No. 06-74, Memorandum Opinion and Order, FCC 06-189 (rel. Mar. 26, 2007); AT&T Inc. and BellSouth Corporation, WC Docket No. 06-74, Order on Reconsideration, FCC 07 ( el. Mar. 6, 2007). Spectrum Lease associated with this license. See Spectrum Leasing Arrangement Ji.etter dated 12107/2004 and File No. 0001757186. Conditions: Pursuant to §309(h) of the Communications Act of 1934, as amended, 47 U.S.C. §309(h), his rcense is subject to the following conditions: This license shall not vest in the licensee any right to operate the station nor an rignt in the use of the frequencies designated in the license beyond the term thereof nor in any other manner than authoFized erei . Neither the license nor the right granted thereunder shall be assigned or otherwise transferred in violatio fthe Communications Act of 1934, as amended. See 47 U.S.C. § 310(d). This license is subject in terms to the right ofus nferr by §706 of the Communications Act of 1934, as amended. See 47 U.S.C. §606. This license may not authorize operation throughout the entire geographic area or spectrum identifie n the hard OJ)}'. ersion. To view the specific geographic area and spectrum authorized by this license, refer to the Spectrum and Market rea informatio under the Market Tab of the license record in the Universal Licensing System (ULS). To view the license record, go to the ULS homepage at http://wireless.fcc.gov/uls/index.htm?job=home and select "License Search". Follow the instructions on how to search for license information. Page 1 of3 FCC601-MB October 2017 Licensee Name: T-MOBILE LICENSE LLC File Number: Spectrum L 0002157743. Page 2 of3 Print Date: FCC 601-MB October 2017 Licensee Name: T-MOBILE LICENSE LLC Call Sign: WQJF364 File Number: Market Buildout Deadline Page 3 of3 Print Date: Buildout Notification Status FCC 601-MB October 2017 REFERENCE COPY This is not an official FCC license. It is a record of public information contained in the FCC's licensing database on the date that this reference copy was generated. ln cases where FCC rules require the presentation, posting, or display of an FCC license, this document may not be used in place of an official FC Federal Communications Commission Wireless Telecommunications Bureau RADIO STATION AUTHORIZATION Call Sign WQJF880 File Number 0007445579 12920 SE 38TH STREET BELLEVUE, WA 98006 Radio Service CW -PCS Broadband FCC Registration Number (FRN): 00 Grant Date 06-09-2015 Market Number MTA002 1st Build-out Date Waivers/Conditions: 2nd Build-out Date Spectrum Lease associated with this license. See Spectrum Leasing A 0002428329. Expiration Date 06-23-2025 Print Date 03-22-2017 Sub-Market Designator 24 4th Build-out Date Spectrum Lease associated with this license. See Spectrum Leasing Arrangement /2006 and File No. 0002428332. Spectrum Lease associated with this license. See Spectrum Leasing Arrangement 0002441577. Conditions: Pursuant to §309(h) of the Communications Act of 1934, as amended, 47 U.S.C. §309(h), ·s license is subject to the following conditions: This license shall not vest in the licensee any right to operate the station or an righ in the use of the frequencies designated in the license beyond the term thereof nor in any other manner than author-i ed erei . Neither the license nor the right granted thereunder shall be assigned or otherwise transferred in violatio ft Comm ni ations Act of 1934, as amended. See 47 U.S.C. § 310( d). This license is subject in terms to the right of use or co by §706 of the Communications Act of 1934, as amended. See 47 U.S.C. §606. This license may not authorize operation throughout the entire geographic area or spectrum identifie To view the specific geographic area and spectrum authorized by this license, refer to the Spectrum an et :Nrea informatio under the Market Tab of the license record in the Universal Licensing System (ULS). To view the license record, go to the ULS homepage at http://wireless.fcc.gov/uls/index.htm?job=home and select "License Search". Follow the instructions on how to search for license information. Page 1 of3 FCC601-MB October 2017 Licensee Name: T-MOBILE LICENSE LLC File Number: 0007445579 Print Date: 03-22-2017 Spectrum L is license. See Spectrum Leasing Arrangement Letter dated 03/06/2006 and File No. 0002441819. Spectrum Lease a with this license. See Spectrum Leasing Arrangement Letter dated 03/06/2006 and File No. 000244 2161. Spectrum Lease associ ee Spectrum Leasing Arrangement Letter dated 03/06/2006 and File No. 0002442231. Spectrum Lease associated w Spectrum Leasing Arrangement Letter dated 03/06/2006 and File No. 0002442271. Spectrum Lease associated with th ectrum Leasing Arrangement Letter dated 03/06/2006 and File No. 0002442718. Spectrum Lease associated with this license. easing Arrangement Letter dated 03/06/2006 and File No. 0002444985. Page 2 of3 FCC601-MB October 2017 Licensee Name: T-MOBILE LICENSE LLC Call Sign: WQJF880 File Number: 0007445579 Market Buildout Deadline Page 3 of3 Print Date: 03-22-2017 Buildout Notification Status FCC601-MB October 2017 REFERENCE COPY This is not an official FCC license. It is a record of public information contained in the FCC's licensing database on the date that this reference copy was generated. ln cases where FCC rules require the presentation, posting, or display of an FCC license, this document may not be used in place of an official FC Federal Communications Commission Wireless Telecommunications Bureau RADIO STATION AUTHORIZATION ATIN: GOVE NEXTEL WEST C 12502 SUNRISE VAL RESTON, VA 20196 FCC Registration Number (FRN): Grant Date 05-16-2017 Market Number BEA161 1st Build-out Date 03-03-2016 Waivers/Conditions: S: VARESA0209 2nd Build-out Date Call Sign WQKS974 File Number 0008219298 Radio Service CY -1910-1915/1990-1995 MHz Bands, Market Area Expiration Date 03-03-2026 Print Date 05-22-2018 Sub-Market Designator 2 4th Build-out Date This authorization is conditioned on licensee's continued compliance w'th lie se conditions adopted by the Commission in the 800 MHz public safety proceeding, WT Docket 02-55, including but not -imite to conditions contained in paragraphs 346, 351, 352, 355, 356 oflmproving Public Safety Communications in the 800 MHz Band, Report.and Order, Fifth Report and Order, Fourth Memorandum Opinion and Order, and Order, 19 FCC Red 14969 (2004); as ended b Erratum, WT Docket No. 02-55 (rel. Sept. 10, 2004) and Second Erratum, 19 FCC Red 19651 (2004) and Thi d Erratum, FCC Red 21818 (2004). Provided, however, that effective October 1, 2014, the licensee need not comply w th paragraph 31 of said 800 MHz Report and Order but only to the extent that said paragraph provides that: At no time durin the life oftlie letter(s) of credit shall the balance fall below $850 million. Conditions: Pursuant to §309(h) of the Communications Act of 1934, as amended, 47 U.S.C. §309(h), ·s l'cense is subject to the following conditions: This license shall not vest in the licensee any right to operate the station or rign in the use of the frequencies designated in the license beyond the term thereof nor in any other manner than authorized erei . Neither the license nor the right granted thereunder shall be assigned or otherwise transferred in violatio . fth Communications Act of 1934, as amended. See 47 U.S.C. § 31 0(d). This license is subject in terms to the right ofus by §706 of the Communications Act of 1934, as amended. See 47 U.S.C. §606. This license may not authorize operation throughout the entire geographic area or spectrum identifie on th hardcopy: version. To view the specific geographic area and spectrum authorized by this license, refer to the Spectrum an M et Area informatio under the Market Tab of the license record in the Universal Licensing System (ULS). To view the license record, go to the ULS homepage at http://wireless.fcc.gov/uls/index.htm?job=home and select "License Search". Follow the instructions on how to search for license information. Page 1 of3 FCC 601-MB October 2017 Licensee Name: NEXTEL WEST CORP. File Number: 0008219298 Print Date: 05-22-2018 conditional basis, subject to the outcome of FCC proceeding WT Docket No. 10-112 (see FCC Page 2 of3 FCC 601-MB October 2017 Licensee Name: NEXTEL WEST CORP. Call Sign: WQKS974 File Number: 0008219298 Market Buildout Deadline Page 3 of3 Print Date: 05-22-2018 Buildout Notification Status FCC 601-MB October 2017 REFERENCE COPY This is not an official FCC license. It is a record of public information contained in the FCC's licensing database on the date that this reference copy was generated. In cases where FCC rules require the presentation, posting, or display of an FCC license, this document may not be used in place of an official F Federal Communications Commission Wireless Telecommunications Bureau RADIO STATION AUTHORIZATION 12920 SE 38TH STREET BELLEVUE, WA 98006 FCC Registration Number (FRN): Grant Date 08-23-2012 Market Number BEA161 1st Build-out Date Waivers/Conditions: 2nd Build-out Date Call Sign WQQA217 File Number Radio Service AW -AWS (1710-1755 MHz and 2110-2155 MHz) Expiration Date 11-29-2021 Print Date Sub-Market Designator 4 4th Build-out Date This authorization is conditioned upon the licensee, prior to initiating OJ!Cratio s rom any base or fixed station, making reasonable efforts to coordinate frequency usage with known co-channel nd a ~acent channel incumbent federal users operating in the 1710-1755 MHz band whose facilities could be affected by the proposed operations. See, e.g., FCC and NTIA Coordination Procedures in the 1710-1755 MHz Band, Public Notice, FCC 06-50, W::f'B Dock No. 02-353, rel. April 20, 2006. A WS operations must not cause harmful interference across the Canadian or Mexican Border. e authority granted herein is subject to future international agreements with Canada or Mexico, as applicable. Conditions: Pursuant to §309(h) of the Communications Act of 1934, as amended, 47 U.S.C. §309(h), his license is subject to the following conditions: This license shall not vest in the licensee any right to operate the station or an rigli in the use of the frequencies designated in the license beyond the term thereof nor in any other manner than authorized erei . Neither the license nor the right granted thereunder shall be assigned or otherwise transferred in violatio fth Comm ni ations Act of 1934, as amended. See 47 U.S.C. § 310(d). This license is subject in terms to the right ofuse..-or control on erred by §706 of the Communications Act of 1934, as amended. See 47 U.S.C. §606. This license may not authorize operation throughout the entire geographic area or spectrum identified harctcopy version. To view the specific geographic area and spectrum authorized by this license, refer to the Spectrum an M et A:rea informatio under the Market Tab of the license record in the Universal Licensing System (ULS). To view the license record, go to the ULS homepage at http://wireless.fcc.gov/uls/index.htm?job=home and select "License Search". Follow the instructions on how to search for license information. Page 1 of2 FCC 601-MB October 2017 Licensee Name: T-MOBILE LICENSE LLC File Number: Market Buildout Deadline Page 2 of2 Print Date: Buildout Notification Status FCC 601-MB October 2017 REFERENCE COPY This is not an official FCC license. It is a record of public information contained in the FCC's licensing database on the date that this reference copy was generated. In case where FCC rules require the presentation, posting, or display of an FCC license, this document may not be used in place of an official FCC ·cense. Federal Communications Commission ATIN:GOVERNMENT SPRINT SPECTRUM LICE 12502 SUNRISE VALLEY RESTON, VA 20196 FCC Registration Number (FRN): Grant Date 10-27-2016 Geographic Service Area: Channel Plan: New New New New New New New New New New New New New Conditions: Channel Number: BRSl BRS2 El E2 E3 E4 Fl F2 F3 F4 Hl H2 H3 Wireless Telecommunications Bureau RADIO STATION AUTHORIZATION Call Sign I File Number WQYL821 Radio Service BR -Broadband Radio Service Regulatory Status Common Carrier Expiration Date 03-28-2026 uency: 2496.00000000 -002502.00000000 MHz 002 00000 -002629.50000000 MHz 000 -002635.00000000 MHz 00 -002640.50000000 MHz 002614.00000000 MHz -002646.00000000 MHz -002651 .50000000 MHz 00265 · -002657.00000000 MHz 002602.00 0 000 -002608.00000000 MHz 002657.00000000 0 MHz 002662.50000000 -0 MHz Print Date 11-02-2016 Pursuant to §309(h) of the Communications Act of 1934, as amended, 47 U.S.C. §309(h), thi license is ubject to the following conditions: This license shall not vest in the licensee any right to operate the station nor any righ · tile use o the frequencies designated in the license beyond the term thereof nor in any other manner than authorized herein. Neitlier th ic nse nor the right granted thereunder shall be assigned or otherwise transferred in violation of the Communications J\ct 0£ 1934, amended. See 47 U.S.C. § 310( d). This license is subject in terms to the right of use or control conferred by §70 oUfi 1934, as amended. See 47 U.S.C. §606. This license may not authorize operation throughout the entire geographic area or spectrum identified on the ha view the specific geographic area and spectrum authorized by this license, refer to the Spectrum and M et •"'---=·n..-o" ation under the Market Tab of the license record in the Universal Licensing System (ULS). To view the license record, go.-to-tlie ULS homepage at http://wireless.fcc.gov/uls/index.htm?job=home and select "License Search". Follow the instructions on how to search for license information. Page I of2 FCC 601-ED/BR April 2009 License renewa eeonditional basis, subject to the outcome of FCC proceeding WT Docket No. 10-112 (see FCC 10-86, paras. 113 and 12 Page 2 of2 FCC 601-ED/BR April 2009 REFERENCE COPY This is not an official FCC license. It is a record of public information contained in the FCC's licensing database on the date that this reference copy was generated. In cases where FCC rules require the presentation, posting, or display of an FCC license, this document may not be used in place of an official FC Federal Communications Commission Wireless Telecommunications Bureau RADIO STATION AUTHORIZATION Call Sign WQZL907 File Number Radio Service WT -600 MHz Band FCC Registration Number (FRN): Grant Date 06-14-2017 Market Number PEA018 1st Build-out Date 06-14-2023 Waivers/Conditions: NONE Conditions: 2nd Build-out Date Expiration Date 06-14-2029 Print Date Sub-Market Designator 0 4th Build-out Date Pursuant to §309(h) of the Communications Act of 1934, as amended, 47 U.S.C. §309(h), his licen is subject to the following conditions: This license shall not vest in the licensee any right to operate the station or an right in the use of the frequencies designated in the license beyond the term thereof nor in any other manner than authori ed,herei . Neither the license nor the right granted thereunder shall be assigned or otherwise transferred in violatio fth Communications Act of 1934, as amended. See 47 U.S.C. § 310(d). This license is subject in terms to the right ofus rol by §706 of the Communications Act of 1934, as amended. See 47 U.S.C. §606. This license may not authorize operation throughout the entire geographic area or spectrum identifie on t e hard opy ersion. To view the specific geographic area and spectrum authorized by this license, refer to the Spectrum and M ~tea informatio under the Market Tab of the license record in the Universal Licensing System (ULS). To view the license record, go to the ULS homepage at http://wireless.fcc.gov/uls/index.htm?job=home and select "License Search". Follow the instructions on how to search for license information. Page 1 of2 FCC 601-MB October 2017 Licensee Name: T-MOBILE LICENSE LLC Call Sign: WQZL907 File Number: Market Buildout Deadline Page 2 of2 Print Date: Buildout Notification Status FCC601-MB October 2017 REFERENCE COPY This is not an official FCC license. It is a record of public information contained in the FCC's licensing database on the date that this reference copy was generated. In cases where FCC rules require the presentation, posting, or display of an FCC license, this document may not be used in place of an official F Federal Communications Commission Wireless Telecommunications Bureau RADIO STATION AUTHORIZATION Call Sign WQZL908 File Number Radio Service WT -600 MHz Band FCC Registration Number (FRN): Grant Date 06-14-2017 Market Number PEA018 1st Build-out Date 06-14-2023 Waivers/Conditions: NONE Conditions: 2nd Build-out Date Expiration Date 06-14-2029 Print Date Sub-Market Designator 0 4th Build-out Date Pursuant to §309(h) of the Communications Act of 1934, as amended, 47 U.S.C. §309( t to the following conditions: This license shall not vest in the licensee any right to operate the e use of the frequencies designated in the license beyond the term thereof nor in any other manner tha ither the license nor the right granted thereunder shall be assigned or otherwise transferred in viola s Act of 1934, as amended. See 47 U.S.C. § 310(d). This license is subject in terms to the right o §706 of the Communications Act of 1934, as amended. See 47 U.S.C. §606. This license may not authorize operation throughout the entire geographic area or spectrum identifie on t hardcopY, ersion. To view the specific geographic area and spectrum authorized by this license, refer to the Spectrum an Market A.rea informatio under the Market Tab of the license record in the Universal Licensing System (ULS). To view the license record, go to the ULS homepage at http://wireless.fcc.gov/uls/index.htm?job=home and select "License Search". Follow the instructions on how to search for license information. Page 1 of2 FCC601-MB October 20 J 7 Licensee Name: T-MOBILE LICENSE LLC Call Sign: WQZL908 File Number: Market Buildout Deadline Page 2 of2 Print Date: Buildout Notification Status FCC601-MB October 2017 REFERENCE COPY This is not an official FCC license. It is a record of public infonnation contained in the FCC's licensing database on the date that this reference copy was generated. ln cases where FCC rules require the presentation, posting, or display of an FCC license, this document may not be used in place of an official F Federal Communications Commission Wireless Telecommunications Bureau T-MOBILE LICEN 12920 SE 38TH ST T BELLEVUE, WA 98006 FCC Registration Number (FRN): Grant Date 06-14-2017 Market Number PEA018 1st Build-out Date 06-14-2023 Waivers/Conditions: NONE Conditions: RADIO STATION AUTHORIZATION 2nd Build-out Date Call Sign WQZL909 File Number Expiration Date 06-14-2029 Radio Service WT -600 MHz Band Print Date Sub-Market Designator 0 4th Build-out Date Pursuant to §309(h) of the Communications Act of 1934, as amended, 47 U.S.C. §309(h), ·s license is subject to the following conditions: This license shall not vest in the licensee any right to operate the station nor any right in the use of the frequencies designated in the license beyond the term thereof nor in any other manner than author-ized erei . either the license nor the right granted thereunder shall be assigned or otherwise transferred in violatio . fthe omm nications Act of 1934, as amended. See 47 U.S.C. § 310(d). This license is subject in terms to the right ofuse,0r c by §706 of the Communications Act of 1934, as amended. See 47 U.S.C. §606. This license may not authorize operation throughout the entire geographic area or spectrum identifie n th hardtop)'. version. To view the specific geographic area and spectrum authorized by this license, refer to the Spectrum an ket Area informatio under the Market Tab of the license record in the Universal Licensing System (ULS). To view the license record, go to the ULS homepage at http://wireless.fcc.gov/uls/index.htm?job=home and select "License Search". Follow the instructions on how to search for license information. Page 1 of2 FCC601-MB October 2017 Licensee Name: T-MOBILE LICENSE LLC Call Sign: WQZL909 File Number: Market Buildout Deadline Page 2 of2 Print Date: Buildout Notification Status FCC 601-MB October 2017 Federal Communications Commission Wireless Telecommunications Bureau Spectrum Leasing Arrangement A1TN: FCC REGULATORY COMPLIANCE T-MOBILE LICENSE LLC 12920 SE 38TH STREET BELLEVUE, WA 98006 Date: 11/18/2020 Reference Number: This approval allows the Lessee to lease spectrum from the Licensee pursuant to the provisions and requirements of Subpart X of Part 1 of the Commission's Rules, 47 C.F.R. Part 1, and as described in the associated spectrum leasing application or notification. l Type of Lease Arrangement ' Lease Term Spectrum Manager Lease Long Term Lease Grant/ Accepted Date Lease Commencement Date 07/08/2020 04/14/2020 Call Sign Radio Service WRCQ553 WT -600 MHz Band I Lessee Information 0001565449 T-MOBILE LICENSE LLC Attn: FCC REGULATORY COMPLIANCE 12920 SE 38TH STREET BELLEVUE, WA 98006 I Licensee Information 0025259565 CHANNEL 51 LICENSE CO LLC 200 SOUTH BISCAYNE BL VD. 41 ST FLOOR MIAMI, FL 33131 Page I of2 J I ' - . ' j Lease Identifier L000041677 Lease Expiration Date 02/28/2023 FCC 812 April 2009 Geographically-Licensed Services Market Number Market Name Channel Block PEA002 Los Angeles, CA F Condition: This lease may not authorize operation throughout the entire geographic area or spectrum identified on the hardcopy version. To view the specific geographic area and spectrum associated with this leasing agreement, refer to the Spectrum and Market Area information under the Market Tab of the license record in the Universal Licensing System (ULS). To view the license record, go to the ULS homepage at http://wireless.fcc.gov/uls/index.htm?job=home and select "License Search". Follow the instructions on how to search for license information. Conditions: Pursuant to §309(h) of the Communications Act of 1934, as amended, 47 U.S.C. §309(h), this license is subject to the following conditions: This license shall not vest in the licensee any right to operate the station nor any right in the use of the frequencies designated in the license beyond the term thereof nor in any other manner than authorized herein. Neither the license nor the right granted thereunder shall be assigned or otherwise transferred in violation of the Communications Act of 1934, as amended. See 4 7 U.S.C. § 310( d). This license is subject in terms to the right of use or control conferred by §706 of the Communications Act of 1934, as amended. See 47 U.S.C. §606. Page 2 of2 FCC 812 April 2009 . ' DocuSign Envelope ID: D0F749AA-796C-4DC2-B B533A8E9C38 C cicyof Carlsbad DISCLOSURE STATEMENT P-1(A) Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov Applicant's statement or disclosure of certain ownership interests on all applications which will require discretionary action on the part of the City Council or any appointed Board, Commission or Committee. The following information MUST be disclosed at the time of application submittal. Your project cannot be reviewed until this information is completed. Please print. Note: Person is defined as "Any individual, firm, co-partnership, joint venture, association, social club, fraternal organization,.corporation, estate, trust, receiver, syndicate, in this and any other county, city and county, city municipality, district or other political subdivision or any other group or combination acting as a unit." Agents may sign this document; however, the legal name and entity of the applicant and property owner must be provided below. 1. APPLICANT (Not the applicant's agent) Provide the COMPLETE, LEGAL names and addresses of ALL persons having a financial interest in the application. If the applicant includes a corporation or partnership. include the names, titles, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (N/A) IN THE SPACE BELOW. If a publicly-owned corporation , include the names, titles, and addresses of the corporate officers. (A separate page may be attached if necessary.) Person NI A Corp/Part_T_-_M_o_b_il_e _______ _ Title ___________ _ Address __________ _ Title _____________ _ Address 10509 Vista Sorrento Pkwy. Suite 206 San Diego, CA 92121 2. OWNER (Not the owner's agent) P-1(A) Provide the COMPLETE, LEGAL names and addresses of ALL persons having any ownership interest in the property involved. Also , provide the nature of the legal ownership (i.e., partnership, tenants in common, non-profit, corporation , etc.). If the ownership includes a corporation or partnership. include the names, titles, addresses of all individuals owning more than 10% of the shares. IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE NON-APPLICABLE (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 Larame Greene Title Owner Address _________ _ Part Corp/Part. ____________ _ Title __ Ma_n_a_g_e_r _________ _ 1301 Las Alturas Road Address ____________ _ Santa Barbara, CA 93103 Page 1 of 2 Revised 07/10 .. t DocuSign Envelope ID: D0F749AA-796C-4DC2-B B533A8E9C38 3. NON-PROFIT ORGANIZATION OR TRUST If any person identified pursuant to ( 1) or (2) above is a nonprofit organization or a trust, list the names and addresses of ANY person serving as an officer or director of the non- profit organization or as trustee or beneficiary of the. Non Profit/Trust________ Non Profit/Trust. _________ _ Title ___________ _ Title ____________ _ Address _________ _ Address ___________ _ 4. Have you had more than $500 worth of business transacted with any member of City staff, Boards, Commissions, Committees and/or Council within the past twelve (12) months? D Yes l ✓INo 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. o .lu ~ 3/9/21 Signature of applicant/date Larame Greene Print or type name of owner Delilah Bruzee, MD7, LLC oho T-Mohile Print or type name of applicant a Qi)_ (@:v1 L ,1912, Signature of owner/applicant's agent if applicable/date Delilah Bruzee, MD7, LLC oho T-Mohile Print or type name of owner/applicant's agent P-1(A) Page 2 of 2 Revised 07/10 .. Certificate Of Completion Envelope Id: 57FC3455E49543DB909E788A2272668E Subject: Please DocuSign: P-1 Land Use Review Application.1.pdf, P1 (C).pdf Source Envelope: Document Pages: 3 Certificate Pages: 1 AutoNav: Enabled Envelopeld Stamping: Enabled Signatures: 3 Initials: 0 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 3/2/2021 11 : 15:56 AM Signer Events Larame Greene larame@greene.biz Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Payment Events Holder: Delilah Bruzee DBruzee@md7.com Signature Signature Adoption: Uploaded Signature Image Using IP Address: 70.185.140.132 Signature Status Status Status Status Status Signature Signature Status Hashed/Encrypted Security Checked Security Checked Security Checked Status Status: Completed Envelope Originator: Delilah Bruzee DBruzee@md7.com IP Address: 50.57.17.57 Location: DocuSign Timestamp Sent: 3/2/2021 11 :30:21 AM Viewed: 3/2/2021 2:23:21 PM Signed: 3/2/2021 2:24:12 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamps 3/2/2021 11 :30:21 AM 3/2/2021 2:23:21 PM 3/2/2021 2:24:12 PM 3/2/2021 2:24:12 PM Timestamps Docu~ i ucuu11 (cicyof Carlsbad PROJECT DESCRIPTION P-1(8) PROJECT NAME: Innovative Time APPLICANT NAME: T-Mobile Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www.carlsbadca.gov ------------------------- 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: Modification to an existing T-Mobile cell site. Please see attached. P-1(8) Page 1 of 1 Revised 07/10 C MD7 February 19, 2021 To: From: City of Carlsbad Delilah Bruzee, Md7 LLC (for T-Mobile) 10590 W. Ocean Air Drive, Suite 300 San Diego, CA 92130 Community Development Department 1635 Faraday Ave. Carlsbad, CA 92008 (858) 799-0575 dbruzee@md7.com Project Description & Justification Report Development Approval for a Modification to an Existing T-Mobile Wireless Telecommunication Facility Project Description: T-Mobile seeks Development Approval to allow a modification to an existing telecommunication facility located at 5858 Edison Place, Carlsbad, CA 92008, APN: 212- 092-36-00 within the P-M planned industrial zone. As more fully described in the attached plans, the project consists of the following scope of work: Remove 6 antennas, 6 mounts, and 6 RRUs Install 9 antennas and 3 RRUs Replace existing antennas mounts Replace 3 antenna screen enclosures Upgrade and existing cabinet, install 2 cabinets Install ! router and 1 voltage booster T-Mobiles unmanned wireless telecommunication facility is faf;ade mounted and screened on an existing building within the planned industrial zone. T-Mobiles equipment needs to be upgraded to better service the public as the current technology is out of date. We will be replacing 6 older antennas, with 9 new upgraded antennas which will allow us to have better coverage. New RRUs will help with the effectiveness of these antennas and their reach to be amplified. This is necessary to keep the facility running at full capability for the public's use. This upgrade will improve public communication services which includes emergency communications. Alternatively, other sites were not sought out instead of modification due to new site build adversely effecting community. The proposed modification will be completed quicker than a new site build and more cost effective. If this site were to go off air there would be gaps in coverage along with decreasing coverage area of nearby T-Mobile cell sites. 10590 WEST OCEAN AIR DRIVE/ SUITE 300 / SAN DIEGO, CA 92130 MD7 This project complies with FCC regulations, please see attached applicable licenses required by FCC to provide the services proposed. If there are any questions, I'm happy to discuss the goals of T-Mobiles project and answer any questions or concerns. Sincerely, Delilah Bruzee MD7 LLC, Land Use I 0: (858) 799-0575 E: dbruzee@md7.com 10590 WEST OCEAN AIR DRIVE/ SUITE 300 / SAN DIEGO, CA 92130 ·--- DocuSign Envelope ID: 57FC3455-E495-43DB-9 88A2272668E (cicyof Carlsbad HAZARDOUS WASTE AND SUBSTANCES STATEMENT P-1(C) Development Services Planning Division 1635 Faraday Avenue (760) 602-4610 www .carlsbadca.gov Consultation of Lists of Sites Related to Hazardous Wastes (Certification of Compliance with Government Code Section 65962.5) Pursuant to State of California Government Code Section 65962.5, I have consulted the Hazardous Waste and Substances Sites List compiled by the California Environmental Protection Agency and hereby certify that (check one): Ii] 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 !!! contained on the lists compiled pursuant to Section 65962.5 of the State Government Code. APPLICANT Name: Delilah Bruzee, MD7, LLC obo T-Mobile Address: 10590 W. Ocean Air Dr. Suite 300 San Diego, CA 92130 Phone Number: 858-799-0575 PROPERTY OWNER N Larame Green 5858 Edison Place, LLC ame: __________ _ Address: 1301 Las Alturas Rd. Santa Barbara, CA 93103 Phone Number: ( 805) 708-7 41 0 Address of Site: 5858 Edison Place, Carlsbad, CA 92008 Local Agency (City and County}: ______________________ _ Assessor's book, page, and parcel number: ___________________ _ Specify list(s}: ____________________________ _ Regulatory Identification Number: ______________________ _ Date of List: _____________________________ _ Oi.kb.e ~ J.d.L:::: 3) q} c\Z l Applicant Signatur~it:e Property Owner Signature/Date The Hazardous Waste and Substances Sites List (Cortese List) is used by the State, local agencies and developers to comply with the California Environmental Quality Act requirements in providing information about the location of hazardous materials release sites. P-1(C) Page 1 of 2 Revised 02/13 ENVIRONMENTAL INFORMATION FORM (To be Completed by Applicant) Date Filed: ___________ (To be completed by City) Application Number(s): ________________________ _ General Information 1. Name of project: T-Mobile Innovative Time 2. Name of developer or project sponsor: ------------------ 3. 4. Address: 5858 Edison Place City, State, Zip Code: Carlsbad, CA 92008 Phone Number: ________________________ _ Delilah Bruzee, MD7, LLC obo T-Mobile Name of person to be contacted concerning this project: ___________ _ Address: 10590 W. Ocean Air Dr. Suite 300 City, State, Zip Code: San Diego, CA 92130 Phone Number: 858-799-0575 Address of Project: 5858 Edison Place, Carlsbad, CA 92008 Assessor's Parcel Number: 212-092-36-00 --------------------- 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: MCUP10-01 6. Existing General Plan Land Use Designation: 8H ()\aV\Ytec\ ·:rY1dUStr,gJ , B~ • 7. Existing zoning district: ~ ·-H ~ I aV\ V1 e d :r V1 d U.5-tY ·, a.. ( 8. Existing land use(s): ------~--d..........,9,_· _. ___________________ _ 9. Proposed use of site (Project for which this form is filed): Cell site modification Project Description 10. Site size: ---1~-l-f ~,----------------------- 11. Proposed Building square footage: _..._N..:...,J,-,·~......_ ______________ _ 12: Number of floors of construction: _N_/ __ A-'------------------ 13. Amount of off-street parking provided: __,\J"". +I,_,~.___ ______________ _ 14. Associated projects: ______________________ _ P-1(D) Page 2 of 4 Revised 07/10 15. 16. 17. 18. 19. P-1(D) If residential, include the number of units and schedule of unit sizes: _________ _ If commercial, indicate the type, whether neighborhood, city or regionally oriented, square footage of sales area, and loading facilities: _____________________ _ If industrial, indicate type, estimated employment per shift, and loading facilities: _____ _ If institutional, indicate the major function, estimated employment per shift, estimated occupancy, loading facilities, and community benefits to be derived from the project: If the project involves a variance, conditional use or rezoning applications, state this and indicate clearly why the application is required: Page 3 of 4 Revised 07/10 , l 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 □ 0 alteration of ground contours. 21. Change in scenic views or vistas from existing residential areas or public lands or □ 0 roads. 22. Change in pattern, scale or character of general area of project. □ 0 23. Significant amounts of solid waste or litter. □ 0 24. Change in dust, ash, smoke, fumes or odors in vicinity. □ 0 25. Change in ocean, bay, lake, stream or ground water quality or quantity, or □ 0 alteration of existing drainage patterns. 26. Substantial change in existing noise or vibration levels in the vicinity. □ 0 27. Site on filled land or on slope of 10 percent or more. □ 0 28. Use of disposal of potentially hazardous materials, such as toxic substances, □ 0 flammables or explosives. 29. Substantial change in demand for municipal services (police, fire, water, sewage, □ 0 etc.). 30. Substantially increase fossil fuel consumption (electricity, oil, natural gas, etc.). □ 0 31. Relationship to a larger project or series of projects. □ 0 Environmental Setting Attach sheets that include a response to the following questions: 32. Describe the project site as it exists before the project, including information on topography, soil stability, plants and animals, and any cultural, historical or scenic aspects. Describe any existing structures on the site, and the use of the structures. Attach photographs of the site. Snapshots or Polaroid photos will be accepted. 33. Describe the surrounding properties, including information on plants and animals and any cultural, historical or scenic aspects. Indicate the type of land use (residential, commercial, etc.), intensity of land use (one-family, apartment houses, shops, department stores, etc.), and scale of development (height, frontage, set-back, rear yard, etc.). Attach photographs of the vicinity. Snapshots or polaroid photos will be accepted. Certification I hereby certify that the statements furnished above and in the attached exhibits present the data and information required for this initial evaluation to the best of my ability, and that the facts, statements, and information presented are true and correct to the best of my knowledge and belief. Date: 3 j Of J GI\ Signature: ~ ~-{__.Aw 2 For: ·--r -H V'e ',) -e. P-1(0) Page 4 of 4 Revised 07/10 Ccicyof Carlsbad TIME LIMITS ON DISCRETIONARY PROJECTS P-1(E) PLEASE NOTE: Development Services Planning Division 1635 Faraday Avenue (760} 602-4610 www .carlsbadca.gov Time limits on the processing of discretionary projects established by state law do not start until a project application is deemed complete by the City. The City has 30 calendar days from the date of application submittal to determine whether an application is complete or incomplete. Within 30 days of submittal of this application you will receive a letter stating whether this application is complete or incomplete. If it is incomplete, the letter will state what is needed to make this application complete. When the application is complete, the processing period will start upon the date of the completion letter. If you have any questions regarding application submittal requirements (i.e., clarification regarding a specific requirement or whether all requirements are necessary for your particular application) please call (760) 602-4610. Applicant Signature: .,/ ) ...... Staff Signature: Date: To be stapled with receipt to the application P-1(E) Page 1 of 1 Revised 07/10 Development Services Planning Division 1635 Faraday Avenue 7 60-602-4610 www.carlsbadca.gov PURPOSE C CLIMATE ACTION PLAN CONSISTENCY CHECKLIST P-30 {'Cityof Carlsbad In September 2015, the City of Carlsbad adopted a Climate Action Plan (CAP) that outlines actions that the city will undertake to achieve its proportional share of state greenhouse gas (GHG) emissions reductions. This checklist contains measures that are required to be implemented on a project-by-project basis to ensure that the specified emissions targets identified in the Climate Action Plan (CAP) are achieved. Implementation of these measures will ensure that new development is consistent with the CAP's assumption for relevant CAP strategies toward achieving the identified greenhouse gas (GHG) reduction targets. In this manner, a project's incremental contribution to a cumulative GHG emissions effect may be determined not to be cumulatively considerable if it complies with the requirements of the CAP, in accordance with CEQA Guidelines Sections 15064(h)(3), 15130(d), and 15183(b). * *City staff are currently not assessing the greenhouse gas impacts of California Environmental Quality Act projects by using the Climate Action Plan as a qualified GHG reduction plan under CEQA section 15183.S(b). Please consult with the Planning Department for further guidance. Additional information may be found on the Climate Action Plan Update and Vehicle Miles Traveled calculations staff report. This checklist is intended to assist project applicants in identifying CAP ordinance requirements and demonstrate how their project fulfills those requirements. This checklist is to be completed and included in applications for new development projects that are subject to discretionary review or require a building permit. APPLICATION SUBMITTAL REQUIREMENTS • The completed checklist must be included in the project submittal package or building permit application. Application submittal procedures can be found on the City of Carlsbad website. This checklist is designed to assist the applicant in identifying the minimum CAP-related requirements specific to their project. However, it may be necessary to supplement the completed checklist with supporting materials, calculations or certifications, to demonstrate full compliance with CAP requirements. For example, projects that propose or require a performance approach to comply with energy-related measures will need to attach to this checklist separate calculations and documentation as specified by the ordinances. • If an item in the checklist is deemed to be not applicable to a project, or is less than the minimum required by ordinance, an explanation must be provided to the satisfaction of the Planning Division or building official. • The requirements in the checklist will be included in the project's conditions of approval or issuance of building permit. • Details on CAP ordinance requirements are available on the city's website. P-30 Page 1 of 7 Revised 02/20 City of Carlsbad Climate Action Plan Consistency Checklist STEP 1: LAND USE CONSISTENCY The first step in determining CAP consistency for discretionary development is to assess the project's consistency with the growth projections used in the development of the CAP. This section allows the city to determine a project's consistency with the land use assumptions used in the CAP. Projects found not to be consistent with the CAP's land use assumptions and that are projected to emit at or above the CAP screening threshold of 900 metric tons of CO2 equivalent (MTC02e) GHG will be subject to a project-specific analysis of GHG emissions' impact on the environment in accordance with the requirements of the California Environmental Quality Act (CEQA). This may result in GHG-reducing mitigation measures applied as a condition of project approval in addition to compliance with the CAP ordinance requirements identified in Step 2 of this checklist. Checklist Item (Check the appropriate box and provide an explanation and supporting documentation for your answer) A. Is the proposed project consistent with the existing General Plan land use and specific/master plan or zoning designations? OR, If the proposed project is not consistent with the existing land use plan and zoning designations, does the project include a land use plan and/or specific plan, master plan or zoning designation amendment that would result in an equivalent or less GHG-intensive project when compared to the existing designations? Yes No □ If "Yer', proceed to Step 2 of the checklist. For the second option under Question A above, provide estimated project-related GHG emissions under both existing and proposed designation(s) for comparison. GHG emissions must be estimated in accordance with the City of Carlsbad Guidance to Demonstrating Consistency with the Oimate Action Plan. If #No", proceed to Question B. B. The CAP established a screening threshold of 900 MTC02e/year for new development projects to assist in determining consistency with the CAP. The types and sizes of typical projects listed below have been determined to correspond to the CAP screening threshold. Will the proposed land use change result in the construction of less than any one of the following? • Single-Family Housing: 50 dwelling units • Multi-Family Housing: 70 dwelling units • Office: 35,000 square feet • Retail Store: 11,000 square feet • Grocery Store: 6,300 square feet • Other: If the proposed project is not one of the above types, provide a project-specific GHG emissions analysis to determine whether it is below the 900 MTC02e/year screening threshold. If "Yer', proceed to Step 2 of the checklist. □ □ If #No", the project's GHG impact is potentially significant and must be analyzed in accordance with CEQA. Applicant must prepare a Self-developed GHG emissions reduction program in accordance with the City of Carlsbad Guidance to Demonstrating Consistency with the Climate Action Plan to demonstrate how it would offset the increase in emissions over the existing designations. The project must incorporate each of the applicable measures identified in Step 2 to mitigate cumulative GHG emissions impacts unless the decision maker finds that a measure is infeasible in accordance with California Environmental Quality Act Guidelines Section 15091. Mitigation in lieu of or in addition to the measures in Step 2 may be required, depending on the results of the project-specific GHG impact analysis. Proceed and complete a project-specific Self-developed GHG emissions reduction program and Step 2 of the Checklist. P-30 Page 2 of 7 Revised 02/20 City of Carlsbad Climate Action Plan Consistency Checklist STEP 2: CAP ORDINANCE COMPLIANCE REQUIREMENTS Completion of this checklist will document a project's compliance with CAP ordinances, and in turn, demonstrate consistency with the applicable measures and actions of the CAP. The compliance requirements in this Step 2 apply to development projects that require a building permit. All other development projects shall implement all emissions-related mitigation measures from the General Plan Update EIR. Project No./Name: Property Address/APN: Applicant Name/Co.: :A\/\f\ 'O v t:t,h v-e f)Y\l\)L e \au.. , cA:v:1s y;ocJ , cA . ctJoo<o H, 0~, LLC.. Applicant Address: Contact Phone: l05'1D OCfilVl A-1~ ?25B --=,-qq-051:5 3DD :SQVl Dr eeio ,cA q;zo3t Contact Email: d byu. zee ~ Mc.t ·1-. C o-vY1 Contact information of person completing this checklist (if different than above): Name: Company name/address: Contact Phone: Contact Email: Use the table below to determine which sections of the Ordinance Compliance checklist are applicable to your project. If your project includes alterations or additions to an existing building, please contact the Carlsbad Building Division for assistance in estimating building permit valuation, by phone at 760-602-2719 or by email at building@carlsbadca.gov. Estimated Building Permit Valuation (BPV): $ _________ _ □ New construction 2A, 3A and 4A □ Alterations: □ BPV .!: $60,000 lA All residential alterations □ BPV .!: $60,000 lAand 4A 1-2 family dwellings and townhouses with attached □ Electrical service panel upgrade 4A garages only Multi-family dwellings only where interior finishes are □ BPV .!: $200,000 lAand 4A removed and significant site work and upgrades to structural and mechanical, electrical, and/or plumbing systems are proposed 1 □·· . ' . □ New construction 18, 28, 38, 48 and 5 ~ Alterations: P-30 Page 3 of 7 Revised 02/20 l City of Carlsbad Climate Action Plan Consistency Checklist D BPV ;!: $200,000 or additions;!: 1B, 5 1,000 square feet D BPV .!: $1,000,000 1B, 2B and 5 Building alterations of;!: 75% existing gross floor area D ;!: 2,000 sq. ft. new roof addition 2B and 5 1B also applies if BPV ;!: $200,000 Please refer to Carlsbad Ordinance No. CS-347 and the California Green Building Standards Code (CALGreen) for more information when completing this section. A. D Residential addition or alteration~ $60,000 building permit valuation. 'lef' N/A _________ _ See Ord. CS-347, Section 8. D Exception: Home energy score~ 7 Year Built Single-family Requirements D Before 1978 Select one: D Duct sealing D Attic insulation □Cool roof D 1978 and later Select one: D Lighting package D Water heating package D Between 1978 and 1990 □ 1991 and later B. D Nonresidential* new construction or alterations~ $200,000 buHding permit valuation, or additions~ 1,000 square feet. See CALGreen Appendix AS, Discussion AS.2, as amended in CS-347, Section 3. AS.203.1.1.1 D Outdoor lighting: .90 Allowed Outdoor Lighting Power AS.203.1.1.2 D Restaurant service water heating (comply with California Energy Code Section 140.5, as amended) AS.203.1.2.1 Choose one as applicable: □ .95 Energy budget D .90 Energy budget AS.211.1.•• D On-site renewable energy AS.211.3•• D Green power (if offered by local utility provider, 50% minimum renewable sources) AS.212.1 D Elevators and escalators AS.213.1 □ Steel framin P-30 Page 4 of 7 (attach certification) Multi-family Requirements D Attic insulation Select one: D Attic insulation □ Duct Sealing □Cool roof Select one: D Lighting package D Water heating package D/NtA C-en 5,~ wx.U·ttraf,lfr' )? N/A CtU 5,~ mvoi ~at\) CM -~ N/A CJJ I '5 l ~ Wlcdi,n coti DV' ~ N/A uJl 5)~ rvnt1fica-li0v1 ~ N/A D,t\ \ Si \e, rwatlfrcif,r,-r At N/A Ctl) 1dl Miatfl cati IY1 Revised 02/20 City of Carlsbad Climate Action Plan Consistency Checklist 0 N/A • Includes hotels/motels and high-rise residential buildings ** For alterations i!: $1,000,000 BPV and affecting > 75% existing gross floor area, or alterations that add 2,000 square feet of new roof addition: comply with califomia Energy Code section 120.10 instead. z. A. D Residential new construction (for building permit applications submitted after 1/1/20). Refer to 2019 california Energy Code section 150.l(c) 14 for requirements. Note: if project includes installation of an electric heat pump water heater pursuant to cartsbacl ordinance CS-348, increase system size by .3kWdc if PV offset option is selected. Floor Plan ID (use additional CFA #d.u. calculated kWdc* sheets if necessary) Total System Size: kWdc = (CFAx.572) / 1,000 + (1.15 x #d.u.) *Formula calculation where CFA = conditional floor area, #du= number of dwellings per plan type If proposed system size is less than calculated size, please explain. Exception D D D D kWdc B. D Nonresidential new construction or alterations i!:$1,000,000 BPV and affecting i!:75% existing floor area, or addition that increases roof area by i!:2,000 square feet. Please refer to carlsbad Ordinance CS-347, Section 6 when completing this section. Choose one of the following methods: □ Gross Floor Area (GFA) Method GFA: □ If< 10,000s.f. Enter: 5 kWdc Min. System Size: ___ kWdc □ If~ 10,000s.f. calculate: 15 kWdc x (GFA/10,000) •• **Round building size factor to nearest tenth, and round system size to nearest whole number. D Time-Dependent Valuation Method Annual TDV Energy use:••• x .80= Min. system size: ____ kWdc ***Attach calculation documentation using modeling software approved by the California Energy Commission. P-30 Page 5 of 7 Revised 02/20 City of Carlsbad Climate Action Plan Consistency Checklist A. D Residential and hotel/motel new construction Please refer to Carlsbad Ordinance CS-347 and CS-348 when completing this section. D For systems serving individual dwelling units choose one: D Heat pump water heater AND compact hot water distribution AND drain water heat recovery (low-rise residential only) D Heat pump water heater AND PV system .3 kWdc larger than required in CA Energy Code Section 120.10 (for high rise residential hotel/motel) or 150.l(c) 14 (for low-rise residential) D Heat pump water heater meeting Tier 3 or higher NEEA Advanced Water Heating Specification D Solar water heating system that is either .60 solar savings fraction or 40 s.f. solar collectors D Exception: D For systems serving multiple dwelling units, install a central water-heating system with all of the following: D Gas or propane water heating system D Recirculation system per CS-347 (high-rise residential, hotel/motel) or CS-348 (low-rise residential) D Solar water heating system that is either: D .60 solar savings fraction or 40 s.f. solar collectors D .40 solar savings fraction, plus drain water heat recovery D Exception: B. D Nonresidential new construction Please refer to Carlsbad Ordinance CS-347 when completing this section. D Water heating system derives at least 40% of its energy from one of the following (attach documentation): D Solar-thermal D Photovoltaics D Recovered energy D Water heating system is (choose one): D Heat pump water heater D Electric resistance water heater(s) D Solar water heating system with .40 solar savings fraction D Exception: A. D Residential New construction and major alterations• Please refer to Carlsbad Ordinance CS-349 when completing this section. D One and two-family residential dwelling or townhouse with attached garage: D One EVSE ready parking space required D Exception : D Multi-family residential· D Exception · Total Parking Spaces EVSE Spaces Proposed capable I Ready I I I Calculations: Total EVSE spaces= .10 x Total parking (rounded up to nearest whole number) EVSE Installed = Total EVSE Spaces x .50 (rounded up to nearest whole number) EVSE other= Total EVSE spaces -EVSE Installed (EVSE other may be "Capable," "Ready" or "Installed.") Installed I I Total P-30 Page 6 of 7 Revised 02/20 City of Carlsbad Climate Action Plan Consistency Checklist *Major alterations are: (1) for one and two-family dwellings and townhouses with attached garages, alterations have a building permit valuation~ $60,CXXl or include an electrical service panel upgrade; (2) for multifamily dwellings (three units or more without attached garages), alterations have a building permit valuation ~ $200,CXXl, interior finishes are removed and significant site work and upgrades to structural and mechanical, electrical, and/or plumbing systems are proposed. B D Nonresidential new construction (includes hotels/motels) □ Exception · Total Parking Spaces EVSE Soaces Proposed Capable Ready Installed Total Calculation: Refer to the table below: Total Number of Parking Spaces provided Number of required fV Spaces Number of required ME Installed Spaces □ 0-9 1 1 □ 10-25 2 1 □ 26-50 4 2 □ 51-75 6 3 □ 76-100 9 5 □ 101-150 12 6 □ 151-200 17 9 □ 201 and over 10 percent of total 50 percent of Reauired EV Spaces A. List each proposed nonresidential use and gross floor area (GFA) allocated to each use. B. Employee ADT/1,CXXl square feet is selected from the City of Carlsbad Employee ADTTable. Use GFA Employee ADT /1,CXXl S.F. Total Employee ADT Total If total employee ADT is greater than or equal to 110 employee ADT, a TDM plan is required. *NOTE: Notwithstanding the 110 employee ADT threshold above, General Plan Mobility Element Policy 3-P.11 requires new development that adds vehicle traffic to vehicle LO5-exempt street facilities to implement TDM and transportation system management strategies. Please consult with City of Carlsbad Land Development Engineering (LOE} staff to determine whether this policy applies to your project. TDM plan required: Yes D No D LDE Staff Verification: □. _____ (staff initials) P-30 Page 7 of 7 Revised 02/20 C cityof Carlsbad I INSTRUCTIONS: STORM WATER STANDARDS QUESTIONNAIRE E-34 Development Services Land Development Engineering 1635 Faraday Avenue (760) 602-2750 www.carlsbadca.gov To address post-development pollutants that may be generated from development projects, the city requires that new development and significant redevelopment priority projects incorporate Permanent Storm Water Best Management Practices (BMPs) into the project design per Carlsbad BMP Design Manual (BMP Manual). To view the BMP Manual, refer to the Engineering Standards (Volume 5). This questionnaire must be completed by the applicant in advance of submitting for a development application (subdivision, discretionary permits and/or construction permits). The results of the questionnaire determine the level of storm water standards that must be applied to a proposed development or redevelopment project. Depending on the outcome, your project will either be subject to 'STANDARD PROJECT' requirements or be subject to 'PRIORITY DEVELOPMENT PROJECT' (PDP) requirements. Your responses to the questionnaire represent an initial assessment of the proposed project conditions and impacts. City staff has responsibility for making the final assessment after submission of the development application. If staff determines that the questionnaire was incorrectly filled out and is subject to more stringent storm water standards than initially assessed by you , this will result in the return of the development application as incomplete. In this case, please make the changes to the questionnaire and resubmit to the city. If you are unsure about the meaning of a question or need help in determining how to respond to one or more of the questions, please seek assistance from Land Development Engineering staff. A completed and signed questionnaire must be submitted with each development project application. Only one completed and signed questionnaire is required when multiple development applications for the same project are submitted concurrently. PROJECT INFORMATION PROJECT NAME: T-Mobile Innovative Time PROJECT ID: ADDRESS: 5858 Edison Place, Carlsbad, CA 92008 APN : 212-092-36-00 The project is (check one): D New Development D Redevelopment The total proposed disturbed area is: Q ft2 ( ) acres The total proposed newly created and/or replaced impervious area is: 0 ft 2 ( ) acres If your project is covered by an approved SWQMP as part of a larger development project, provide the project ID and the SWQMP # of the larger development project: Project ID SWQMP#: Then , go to Step 1 and follow the instructions. When completed, sign the form at the end and submit this with your application to the city. E-34 Page 1 of 4 REV 02/16 STEP 1 TO BE COMPLETED FOR ALL PROJECTS To determine if your project is a "development project", please answer the following question: YES NO Is your project LIMITED TO routine maintenance activity and/or repair/improvements to an existing building Ii] □ or structure that do not alter the size (See Section 1.3 of the BMP Design Manual for guidance)? If you answered "yes" to the above question, provide justification below then go to Step 5, mark the third box stating "my project is not a 'development project' and not subject to the requirements of the BMP manual" and complete applicant information. Cell site modification. Justification/discussion: (e.g. the project includes only interior remodels within an existing building): If you answered "no" to the above question, the project is a 'development project', go to Step 2. STEP2 TO BE COMPLETED FOR ALL DEVELOPMENT PROJECTS To determine if your project is exempt from PDP requirements pursuant to MS4 Permit Provision E.3.b.(3), please answer the following questions: Is your project LIMITED to one or more of the following: YES NO 1. Constructing new or retrofitting paved sidewalks, bicycle lanes or trails that meet the following criteria: a) Designed and constructed to direct storm water runoff to adjacent vegetated areas, or other non- erodible permeable areas; □ □ b) Designed and constructed to be hydraulically disconnected from paved streets or roads; c) Designed and constructed with permeable pavements or surfaces in accordance with USEPA Green Streets guidance? 2. Retrofitting or redeveloping existing paved alleys, streets, or roads that are designed and constructed in □ □ accordance with the USEPA Green Streets guidance? 3. Ground Mounted Solar Array that meets the criteria provided in section 1.4.2 of the BMP manual? □ □ If you answered "yes" to one or more of the above questions, provide discussion/justification below, then go to Step 5, mark the second box stating "my project is EXEMPT from PDP ... " and complete applicant information. Discussion to justify exemption ( e.g. the project redeveloping existing road designed and constructed in accordance with the USEPA Green Street guidance): If you answered "no" to the above questions, your project is not exempt from PDP, go to Step 3. E-34 Page 2 of 4 REV 04/17 STEP3 TO BE COMPLETED FOR ALL NEW OR REDEVELOPMENT PROJECTS To determine if your project is a PDP, please answer the following questions (MS4 Permit Provision E.3.b.(1 )): YES NO 1. Is your project a new development that creates 10,000 square feet or more of impervious surfaces collectively over the entire project site? This includes commercial, industrial, residential, mixed-use, □ □ and public development projects on public or private land. 2. Is your project a redevelopment project creating and/or replacing 5,000 square feet or more of impervious surface collectively over the entire project site on an existing site of 10,000 square feet or □ □ more of impervious surface? This includes commercial, industrial, residential, mixed-use, and public development projects on public or private land. 3. Is your project a new or redevelopment project that creates and/or replaces 5,000 square feet or more of impervious surface collectively over the entire project site and supports a restaurant? A restaurant is a facility that sells prepared foods and drinks for consumption, including stationary lunch counters and □ □ refreshment stands selling prepared foods and drinks for immediate consumption (Standard Industrial Classification (SIC) code 5812). 4. Is your project a new or redevelopment project that creates 5,000 square feet or more of impervious surface collectively over the entire project site and supports a hillside development project? A hillside □ □ development proiect includes development on any natural slope that is twenty-five percent or greater. 5. Is your project a new or redevelopment project that creates and/or replaces 5,000 square feet or more of impervious surface collectively over the entire project site and supports a parking lot? A parking lot is □ □ a land area or facility for the temporary parking or storage of motor vehicles used personally for business or for commerce. 6. Is your project a new or redevelopment project that creates and/or replaces 5,000 square feet or more of impervious street, road, highway, freeway or driveway surface collectively over the entire project □ □ site? A street, road, highway, freeway or driveway is any paved impervious surface used for the transportation of automobiles, trucks, motorcvcles, and other vehicles. 7. Is your project a new or redevelopment project that creates and/or replaces 2,500 square feet or more of impervious surface collectively over the entire site, and discharges directly to an Environmentally Sensitive Area (ESA)? "Discharging Directly to" includes flow that is conveyed overland a distance of □ □ 200 feet or less from the project to the ESA, or conveyed in a pipe or open channel any distance as an isolated flow from the project to the ESA (i.e. not commingled with flows from adjacent lands).* 8. Is your project a new development or redevelopment project that creates and/or replaces 5,000 square feet or more of impervious surface that supports an automotive repair shop? An automotive repair □ □ shop is a facility that is categorized in any one of the following Standard Industrial Classification (SIC) codes: 5013, 5014, 5541 , 7532-7534, or 7536-7539. 9. Is your project a new development or redevelopment project that creates and/or replaces 5,000 square feet or more of impervious area that supports a retail gasoline outlet (RGO)? This category includes □ □ RGO 's that meet the following criteria: (a) 5,000 square feet or more or (b) a project Average Daily Traffic (ADT) of 100 or more vehicles per day. 10. Is your project a new or redevelopment project that results in the disturbance of one or more acres of land □ □ and are expected to generate pollutants post construction? 11 . Is your project located within 200 feet of the Pacific Ocean and (1) creates 2,500 square feet or more of impervious surface or (2) increases impervious surface on the property by more than 10%? (CMC □ □ 21 .203.040) If you answered "yes" to one or more of the above questions, your project is a PDP. If your project is a redevelopment project, go to step 4. If your project is a new project, go to step 5, check the first box stating "My project is a PDP ... " and complete applicant information. If you answered "no" to all of the above questions, your project is a 'STANDARD PROJECT.' Go to step 5, check the second box stating "My project is a 'STANDARD PROJECT ... " and complete aoolicant information. E-34 Page 3 of 4 REV 04/17 STEP4 TO BE COMPLETED FOR REDEVELOPMENT PROJECTS THAT ARE PRIORITY DEVELOPMENT PROJECTS (PDP) ONLY Complete the questions below regarding your redevelopment project (MS4 Permit Provision E.3.b.(2)): YES NO Does the redevelopment project result in the creation or replacement of impervious surface in an amount of less than 50% of the surface area of the previously existing development? Complete the percent impervious calculation below: Existing impervious area (A) = sq. ft. □ □ Total proposed newly created or replaced impervious area (B) = sq. ft . Percent impervious area created or replaced (B/A)*100 = % If you answered "yes", the structural BMPs required for PDP apply only to the creation or replacement of impervious surface and not the entire development. Go to step 5, check the first box stating "My project is a PDP ... " and complete applicant information. If you answered "no," the structural BMP's required for PDP apply to the entire development. Go to step 5, check the check the first box stating "My project is a PDP ... " and complete applicant information. STEPS CHECK THE APPROPRIATE BOX AND COMPLETE APPLICANT INFORMATION D My project is a PDP and must comply with PDP stormwater requirements of the BMP Manual. I understand I must prepare a Storm Water Quality Management Plan (SWQMP) for submittal at time of application. 0 My project is a 'STANDARD PROJECT' OR EXEMPT from PDP and must only comply with 'STANDARD PROJECT' stormwater requirements of the BMP Manual. As part of these requirements, I will submit a "Standard Project Requirement Checklist Form E-36'' and incorporate low impact development strategies throughout my project. Note: For projects that are close to meeting the PDP threshold, staff may require detailed impervious area calculations and exhibits to verify if 'STANDARD PROJECT' stormwater requirements apply. ~ My Project is NOT a 'development project' and is not subject to the requirements of the BMP Manual. Applicant Information and Signature Box Applicant Name: Delilah Bruzee, MD7, LLC oho T-Mobile Applicant Title: Land Use I Applicant Signature: Q 1 M -(tAAAJ Date: 3/9/21 .. • Environmentally Sens1t1ve Areas include but are not limited to all Clean Water Act Section 303(d) 1mpa1red water bodies; areas designated as Areas of Special Biological Significance by the State Water Resources Control Board (Water Quality Control Plan for the San Diego Basin (1994) and amendments); water bodies designated with the RARE beneficial use by the State Water Resources Control Board (Water Quality Control Plan for the San Diego Basin (1994) and amendments); areas designated as preserves or their equivalent under the Multi Species Conservation Program within the Cities and County of San Diego; Habitat Management Plan; and any other equivalent environmentally sensitive areas which have been identified by the City. Th' B ~ c·t U O I IS ox or ,ry se n'y YES NO City Concurrence: □ □ By: Date: Project ID: E-34 Page 4 of 4 REV 04/17 C .Fidelity National 1itle' For the benefit of: Md? Issue Date: December 4, 2020 County: San Diego Address: , CA Customer Ref. No.: SD06224A ~ .......,/ 7130 Glen Forest Drive, Suite 300 Richmond, VA 23226 Phone: (866)552-0129 Email: sms-commercial@fnf.com REPORT OF TITLE Our Order No.: 33179075 State: California Scope of Search: Beginning November 3, 1995 and extending through October 30, 2020, a search of the land records for the jurisdiction where the property is located was conducted and we have reported below what was found regarding taxes; deeds; mortgages; easements and right of ways; covenants and restrictions; judgments, liens and UCCs; and, other matters commonly recorded or filed in the local land records. Vested Owner: 5858 Edison Place, LLC, a limited liability company Search disclosed the following: 1. Taxes Type of Tax: Calendar year: Amount: Parcel ID#: Paid through: Assessment: County 2020-2021 $26,620.80 annually 212-092-3600 2020-2021 $2,139,366.00 {total= land and improvements, if any) 2. Matters as shown and noted on Plat recorded in Instrument No. 15687. 3. Matters as shown and noted on Plat recorded in Instrument No. 11287. 4. Grant of Right of Way in favor of San Diego Gas & Electric Company set forth in instrument recorded on April 15, 1954 in Deed Book 5205, Page 416. 5. Except the coal, oil, gas and other minerals underlying the surface of said land and all rights and easements in favor of the estate of said coal, oil, gas and other minerals; including, but not limited to, express or implied easements in, over and under that estate for the entry and removal of minerals. This policy should not be construed as insuring against loss or damage resulting to the surface of the land or any improvements thereon caused by surface entry or by the removal of the oil, gas, and other minerals lying thereunder. See instrument recorded in Instrument No. 78-279136. 6. Covenants, conditions and restrictions but omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, source of income, gender, gender identity, gender expression, medical condition or genetic information, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth in the document recorded on September 12, 1986, as Document No. 86-401456. 7. Easement in favor of San Diego Gas & Electric Company, a corporation set forth in instrument recorded on June 12, 1987 in Instrument No. 87-328080. 8. Matters as shown and noted on Map recorded in Instrument No. 89-283195. 9. Agreement between Developer-Owner dated January 20, 1994, by and between Mickey E. Novak, Trustee of the Mickey Novak Separate Trust U/D/T dated October 17, 1992 and City of Carlsbad, a Title Report -Deed Addendum COMD1078.doc / Updated: 03.05.19 Page 1 Printed: 12.07.20@ 08:05 AM by VA-FT-FXHG-03000.916135-33179075 C 0 REPORT OF TITLE (continued) municipal corporation, recorded on February 11, 1994 in Instrument No. 1994-0096529. Partial Release, Release of Agreement to Pay Public Facilities Fees recorded on June 7, 1994 in Instrument No. 1994-0368273. 10. Notice of Restriction on Real Property recorded on May 4, 1994 in Instrument No. 1994-0297761. 11. Terms and conditions of Memorandum of Lease dated October 9, 1997, by and between Mickey E. Novak Trustee of the Mickey Novak Separate Trust u/d/t dated October 17, 1992 and Pacific Bell Mobile Services, a California corporation recorded on April 26, 1999 in Instrument No. 1999-0275756. Memorandum of Purchase and Sale of Lease and Successor Lease dated December 20, 2006, by and between Mickey E. Novak, Trustee of the Mickey Novak Separate Trust u/d/t dated October 17, 1992 and Wireless Capital Partners, LLC, a Delaware limited liability company recorded on February 21, 2007 in Instrument No. 2007-0117555. Memorandum of Assignment assigned to WCP Wireless Lease Subsidiary, LLC, a Delaware limited liability company recorded on May 2, 2007 in Instrument No. 2007-0301835. Memorandum of Assignment assigned to Wireless Capital Partners, LLC, a Delaware limited liability company recorded on January 30, 2008 in Instrument No. 2008-0045684. Memorandum of Assignment assigned to MW Cell Reit 1 LLC, a Delaware limited liability company recorded on January 30, 2008 in Instrument No. 2008-0045685. 12. Terms and conditions of Memorandum of Lease dated Mickey E. Novak, Trustee of the Mickey Novak Separate Trust u/d/t dated October 17, 1992 and Airtouch Cellular, a California corporation recorded on September 2, 1999 in Instrument No. 1999-0606099. Memorandum of Purchase and Sale of Lease and Successor Lease dated December 20, 2006, by and between Mickey E. Novak, Trustee of the Mickey Novak Separate Trust u/d/t dated October 17, 1992 and Wireless Capital Partners, LLC, a Delaware limited liability company recorded on February 21, 2007 in Instrument No. 2007-0117557. Memorandum of Assignment assigned to WCP Wireless Lease Subsidiary, LLC, a Delaware limited liability company recorded on May 2, 2007 in Instrument No. 2007-0301839. Memorandum of Assignment assigned to Wireless Capital Partners, LLC, a Delaware limited liability company recorded on January 30, 2008 in Instrument No. 2008-0045686. Memorandum of Assignment assigned to MW Cell Reit 1, LLC, a Delaware limited liability company recorded on January 30, 2008 in Instrument No. 2008-0045687. 13. Notice of Restriction of Real Property recorded on February 1, 2001 in Instrument No. 2001-0060095. 14. Memorandum of Purchase and Sale of Lease and Successor Lease dated December 20, 2006, by and between Mickey E. Novak, Trustee of the Mickey Novak Separate Trust u/d/t dated October 17, 1992 and Wireless Capital Partners, LLC, a Delaware limited liability company recorded on February 21, 2007 in Instrument No. 2007-0117556. TiUe Report -Deed Addendum COMD1078.doc / Updated: 03.05.19 Page2 Printed: 12.07.20@ 08:05 AM by VA-FT-FXHG-03000.916135-33179075 REPORT OF TITLE (continued) Memorandum of Assignment assigned to WCP Wireless Lease Subsidiary, LLC, a Delaware limited liability company recorded on May 2, 2007 in Instrument No. 2007-0301837. Memorandum of Assignment assigned to Wireless Capital Partners, LLC, a Delaware limited liability company recorded on January 30, 2008 in Instrument No. 2008-0045688. Memorandum of Assignment assigned to MW Cell Reit 1 LLC, a Delaware limited liability company recorded on January 30, 2008 in Instrument No. 2008-0045689. 15. Notice of Restriction on Real Property recorded on August 19, 2008 in Instrument No. 2008-0445468. 16. Notice of Restriction on Real Property recorded on June 4, 2010 in Instrument No. 2010-0281400 17. Deed of Trust and Assignment of Leases and Rents from MW Cell Reit 1 LLC, a Delaware limited liability company, Grantor(s), to Chicago Title Company, a California corporation, Trustee(s), in favor of Deutsche Bank Trust Company Americas, a New York Banking corporation, dated November 9, 2010, and recorded December 10, 2010 in Instrument No. 2010-0682806, in the original amount of N/A. 18. Deed of Trust and Assignment of Leases and Rents from MW Cell Reit 1 LLC, a Delaware limited liability company, Grantor(s), to Chicago Title Company, a California corporation, Trustee(s), in favor of Deutsche Bank Trust Company Americas, a New York Banking corporation, dated November 9, 2010, and recorded December 10, 2010 in Instrument No. 2010-0682819, in the original amount of N/A. 19. Deed of Trust and Assignment of Leases and Rents from MW Cell Reit 1 LLC, a Delaware limited liability company, Grantor(s), to Chicago Title Company, a California corporation, Trustee(s), in favor of Deutsche Bank Trust Company Americas, a New York Banking corporation, dated November 9, 2010, and recorded December 10, 2010 in Instrument No. 2010-0682855, in the original amount of N/A. 20. Notice of Restriction of Real Property recorded on December 3, 2012 in Instrument No. 2012-0755209. FIDELITY NATIONAL TITLE INSURANCE COMPANY ~; ::fe 1=- Authorized Signature Title Report -Deed Addendum COMD1078.doc / Updated: 03.05.19 .. END OF REPORT Page 3 Printed: 12.07.20@ 08:05 AM by VA-FT-FXHG-03000.916135-33179075 C EXHIBIT "A" Legal Description Property located in San Diego County, California Parcel A: 0 Parcels 2 of Parcel Map No. 15687, in the City of Carlsbad, County of San Diego, State of California, filed in the office of the county recorder of San Diego County on Map 30, 1989 as File No. 89-283195 of official records. Excepting therefrom 50 percent of all oil mineral gas and other hydrocarbon substances below a depth of 500 feet under the real property above described, without the Right of Surface Entry, as reserved by Carlsbad Properties, a partnership, in Deed recorded July 5, 1978 as File No. 78-279136 of official records. Reserving therefrom an easement Fro general road, all utilities, drainage and incidental purposes over that certain "General Utility & Public Access Easement Dedicated to the City of Carlsbad hereon" aka Edison place (Private Street), as shown on Parcel Map No. 15687, in the City of Carlsbad, County of San Diego, State of California, filed in the office of the county recorder of San Diego County on May 30, 1989 as File No. 89-238195 of official records. Parcel A: An easement for general road, all utilities, drainage and incidental purposes over that certain "General Utility & Public Access Easement Dedicated to the City of Carlsbad hereon" aka Edison place (private street), as shown on Parcel Map No.15687, in the City of Carlsbad, County of San Diego, State of California, filed in the office of the county recorder of San Diego County on May 30, 1989 as File No. 89-283195 of official records. Excepting therefrom that portion lying within Parcel "A" above. AND BEING the same property conveyed to 5858 Edison Place, LLC, a limited liability company from GG Pacific Enterprises, LLC, a limited liability company by Grant Deed dated December 27, 2012 and recorded March 6, 2013 in Instrument No. 2013-0146494. Tax Parcel No. 212-092-3600 Title Report -Deed Addendum COMD1078.doc / Updated: 03.05.19 Page4 Printed: 12.07.20@ 08:05 AM by VA-FT-FXHG-03000.916135-33179075 A. B. C. D. E. Type of Deed: From: 1992 To: Dated: Recorded on: Recorded in: Type of Deed: From: To: 1992 C DEED CHAIN Quitclaim Deed Mickey E. Novak Trustee of the Mickey Novak Separate Trust U/D/T dated October 17, Innovative Time Corporation, a California Corporation November 1, 1995 November 3, 1995 Instrument No. 1995-0500548 Quitclaim Deed Innovative Time Corporation, a California Corporation Mickey E. Novak Trustee of the Mickey Novak Separate Trust U/D/T dated October 17, Dated: November 1, 1995 Recorded on: December 14, 1995 Recorded in: Instrument No. 1995-0568770 Re-recorded on: March 26, 1997 Re-recorded in: Instrument No. 1997-0136815 Type of Deed: Trust Transfer Deed From: Mickey Novak, Trustee of the Mickey Novak Separate Trust U/D/T dated October 17, 1992 To: Mickey Novak and his successors, as Trustee of the Mickey Novak 2006 Charitable Remainder Trust dated September 22, 2006 Dated: April 5, 2007 Recorded on: April 5, 2007 Recorded in: Instrument No. 2007-0229603 Type of Deed: Grant Deed From: Mickey Novak, Trustee of the Mickey Novak Separate Trust U/D/T dated October 17, 1992, as to undivided 83.5% interest and Mickey Novak and his successors, as Trustee of the Mickey Novak 2006 Charitable Remainder Trust dated 9/22/06, as to a undivided 16.5% interest To: GG Pacific Enterprises, LLC, a limited liability company Dated: April 6, 2007 Recorded on: April 13, 2007 Recorded in: Instrument No. 2007-0249813 Type of Deed: From: To: Dated: Recorded on: Recorded in: Grant Deed GG Pacific Enterprises, LLC, a limited liability company 5858 Edison Place, LLC, a limited liability company December 27, 2012 March 6, 2013 Instrument No. 2013-0146494 Title Report -Deed Addendum COMD1078.doc / Updated: 03.05.19 Page 5 Printed: 12.07.20@ 08:05 AM by VA-FT-FXHG-03000.916135-33179075 C 0 LIMITATION LANGUAGE FOR LIMITATION TO AMOUNT OF FEE PAID FOR SEARCH YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT IT IS EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE, TO DETERMINE THE EXTENT OF LOSS WHICH COULD ARISE FROM ERRORS OR OMISSIONS IN, OR THE COMPANY'S NEGLIGENCE IN PRODUCING, THE REPORT. YOU RECOGNIZE THAT THE FEE CHARGED IS NOMINAL IN RELATION TO THE POTENTIAL LIABILITY WHICH COULD ARISE FROM SUCH ERRORS OR OMISSIONS OR NEGLIGENCE. THEREFORE, YOU UNDERSTAND THAT THE COMPANY WAS NOT WILLING TO PROCEED IN THE PREPARATION AND ISSUANCE OF THE REQUESTED REPORT BUT FOR YOUR AGREEMENT THAT THE COMPANY'S LIABILITY IS STRICTLY LIMITED. YOU AGREE THAT MATTERS AFFECTING TITLE BUT WHICH DO NOT APPEAR AS A LIEN OR ENCUMBRANCE AS DEFINED IN THE CUSTOMER AGREEMENT OR APPLICATION ARE OUTSIDE THE SCOPE OF THE REPORT. YOU AGREE, AS PART OF THE CONSIDERATION FOR THE ISSUANCE OF THIS REPORT AND TO THE FULLEST EXTENT PERMITTED BY LAW, TO LIMIT THE LIABILITY OF THE COMPANY, ITS LICENSORS, AGENTS, SUPPLIERS, RESELLERS, SERVICE PROVIDERS, CONTENT PROVIDERS, OR ANY OTHER SUBSCRIBERS OR SUPPLIERS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, AND SUBCONTRACTORS FOR ANY AND ALL CLAIMS, LIABILITIES, CAUSES OF ACTION, LOSSES, COSTS, DAMAGES AND EXPENSES OF ANY NATURE WHATSOEVER, INCLUDING ATTORNEY'S FEES, HOWEVER ALLEGED OR ARISING INCLUDING BUT NOT LIMITED TO THOSE ARISING FROM BREACH OF CONTRACT, NEGLIGENCE, THE COMPANY'S OWN FAULT AND/OR NEGLIGENCE, ERRORS, OMISSIONS, STRICT LIABILITY, BREACH OF WARRANTY, EQUITY, THE COMMON LAW, STATUTE, OR ANY OTHER THEORY OF RECOVERY OR FROM ANY PERSON'S USE, MISUSE, OR INABILITY TO USE THE REPORT, SO THAT THE TOTAL AGGREGATE LIABILITY OF THE COMPANY, ITS EMPLOYEES, AGENTS AND SUBCONTRACTORS SHALL NOT EXCEED THE COMPANY'S TOTAL FEE FOR THIS REPORT. YOU AGREE THAT THE FOREGOING LIMITATION ON LIABILITY IS A TERM MATERIAL TO THE PRICE YOU ARE PAYING WHICH PRICE IS LOWER THAN WOULD OTHERWISE BE OFFERED TO YOU WITHOUT SAID TERM. YOU RECOGNIZE THAT THE COMPANY WOULD NOT ISSUE THIS REPORT, BUT FOR YOUR AGREEMENT, AS PART OF THE CONSIDERATION GIVEN FOR THIS REPORT, TO THE FOREGOING LIMITATION OF LIABILITY AND THAT ANY SUCH LIABILITY IS CONDITIONED AND PREDICATED UPON THE FULL AND TIMELY PAYMENT OF THE COMPANY'S INVOICE FOR THIS REPORT. THIS REPORT IS LIMITED IN SCOPE AND IS NOT AN ABSTRACT OF TITLE, TITLE OPINION, PRELIMINARY TITLE REPORT, TITLE REPORT, COMMITMENT TO ISSUE TITLE INSURANCE, OR A TITLE POLICY, AND SHOULD NOT BE RELIED UPON AS SUCH. IN PROVIDING THIS REPORT, THE COMPANY IS NOT ACTING AS AN ABSTRACTOR OF TITLE. THIS REPORT DOES NOT PROVIDE OR OFFER ANY TITLE INSURANCE, LIABILITY COVERAGE OR ERRORS AND OMISSIONS COVERAGE. THIS REPORT IS NOT TO BE RELIED UPON AS A REPRESENTATION OF THE STATUS OF TITLE TO THE PROPERTY. THE COMPANY MAKES NO REPRESENTATIONS AS TO THE REPORT'S ACCURACY, DISCLAIMS ANY WARRANTIES AS TO THE REPORT, ASSUMES NO DUTIES TO YOU, DOES NOT INTEND FOR YOU TO RELY ON THE REPORT, AND ASSUMES NO LIABILITY FOR ANY LOSS OCCURRING BY REASON OF RELIANCE ON THIS REPORT OR OTHERWISE. IF YOU DO NOT WISH TO LIMIT LIABILITY AS STATED HEREIN AND YOU DESIRE THAT ADDITIONAL LIABILITY BE ASSUMED BY THE COMPANY, YOU MAY REQUEST AND PURCHASE A POLICY OF TITLE INSURANCE, A BINDER, OR A COMMITMENT TO ISSUE A POLICY OF TITLE INSURANCE. NO ASSURANCE IS GIVEN AS TO THE INSURABILITY OF THE TITLE OR STATUS OF TITLE. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT YOU HAVE AN INDEPENDENT DUTY TO ENSURE AND/OR RESEARCH THE ACCURACY OF ANY INFORMATION OBTAINED FROM THE COMPANY OR ANY PRODUCTS OR SERVICES PURCHASED. NO THIRD PARTY IS PERMITTED TO USE OR RELY UPON THE INFORMATION SET FORTH IN THIS REPORT, AND NO LIABILITY TO ANY THIRD PARTY IS UNDERTAKEN BY THE COMPANY. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY, ITS LICENSORS, AGENTS, SUPPLIERS, RESELLERS, SERVICE PROVIDERS, CONTENT PROVIDERS, OR ANY OTHER SUBSCRIBERS OR SUPPLIERS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, AND SUBCONTRACTORS BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, INCOME, SAVINGS, DATA, BUSINESS, OPPORTUNITY, OR GOODWILL, PAIN AND SUFFERING, EMOTIONAL DISTRESS, NON-OPERATION OR INCREASED EXPENSE OF OPERATION, BUSINESS INTERRUPTION OR DELAY, COST OF CAPITAL, OR COST OF REPLACEMENT PRODUCTS OR SERVICES, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, NEGLIGENCE, THE COMPANY'S OWN FAULT AND/OR NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE AND WHETHER CAUSED BY NEGLIGENCE, ERRORS, OMISSIONS, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, THE COMPANY'S OWN FAULT AND/OR NEGLIGENCE OR ANY OTHER CAUSES WHATSOEVER, AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY FOR SUCH DAMAGES. THESE LIMITATIONS WILL SURVIVE THE CONTRACT. Title Report -Deed Addendum COMD1078.doc / Updated: 03.05.19 Page6 Printed: 12.07.20@ 08:05 AM by VA-FT-FXHG-03000.916135-33179075 Fidelity National Titte· 7130 Glen Forest Drive, Suite 300 Richmond, VA 23226 Phone: (866)552-0129 Email: sms-commercial@fnf.com ADDITIONAL INFORMATION THIS INFORMATION IS PROVIDED AS A CONVENIENCE AND COURTESY AND IS NOT CONSIDERED TO BE PART OF THE TITLE PRODUCT. The following real estate tax information deemed reliable and is provided for informational purposes only. Real Estate Tax Type: County Taxes are Paid: Semi-Annual Due Date(s): November 1st, February 1st Tax Authority Name: San Diego County Treasurer-Tax Collector Phone: 877-829-4732 Additional notes regarding taxes, documents and/or special recordation requirements: ·First page of all documents must meet formatting requirements. If not, coversheet must be attached to avoid rejection. PIN # must be included on all documents. ·Preliminary Change of Ownership form must be completed and signed by both parties if property is being transferred (deeds, leases, easements, etc.). ·Transfer Tax Statement is required on all conveyance documents. Title Report -Deed Addendum COMD1078.doc / Updated: 03.05.19 Page? Printed: 12.07.20@ 08:05 AM by VA-FT-FXHG-03000.916135-33179075 ~ssf EDIS0f'i FL CITY: :~.R\:..5£.,:,.D ZIP CODE: ?2008-o-51S Le.gal Descr.: Pi:,P, 2\ Assessor Land: i 0o96S?. As,sessor Improvements: 10 69t:,8::: Assessor Tot<1l: 2U9:.66 Acreage: 2 Bedrooms / Baths: ooc, / 000 Tax Status: T Tax Rate Area: C•9l04 SUBMAP: PM :!.5&87 SUBNAr-1E: PARCEL l"iAP i~O 156$7 .,. DOC tt 2013-0146494 I 1111111111111111111111111111111 lllll lllll lllll lllll lllll llllt 11111111 RECORDING REQUESTI:D BY MAR 06, 2013 4:59 PM WHEN RECORDED MAIL TO ~ OFFICIAL RECORDS AND MAIL TAX STATEMENTS TO SAN DIEGO COUNTY RECORDER'S OFFICE Ern1111 J. Oronenbu,g, Jr .• COUNTY RECORDER NAME 5858 EDISON PLACE LLC FEES: 18.00 DC: DC ADDRESS 1301 LAS ALTURAS ROAD CITY SANTA BARBARA PAGES: 2 llllm ml iff 11@1RI 111111!~ Uffl IHI nm 1111 Um DIii 111111111 IIU STATE& ZlPCA 93103 At,gye Space for Recgrdp(I Uag On\x GRANT DEED TTJ\.E ORDER NO, ESCROWNO. APN N0,212-092•36 TliE UNDERSIGNED GRAHTOR<•> DEClARE(s) d The Granto, and the Grantee ,In this OOCU~NTARYTRANSFERTAXbS ~ , CITYTAXScanva~aoce ere camptlsftd of the same § c:ompuled on full 'ltlue of Jl'OPll'1Y conve)'lld, or rt1 ho II to hold th computed on full value 1esa value of liens or encumbrances 111,mdnlng at time tit eale, pa 98 w ~on nue 8 same Unincorpoi'llCedarea: D Cltyof proportionate l!1flJ•st In the property. FOR A VALUABLE CONSIDERATION, receipt of which ls hereby acknowtedged, GG PACIFIC ENTERPRISES, LLC, A LIMITED LIABILITY COMPANY hereby GRANT(s) to 5858 EDISON PL.ACE, LLC, A LIMITED LIABILITY COMPANY the following described real property In the County otSAN DIEGO State of Callfomia: SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF. APN: 212-092-36 Dated DECEMBER 27, 2012 us STATE OF CAUEORNI/' COUNTY OF 5e :1,:b, 12;,o. ..-\.,g Kh On '" I 'Z-"I / 2.o r 3 befon, me, J ?:::'r,w C. ~q: ~• ?:=: ti,a .. , ~ , (hen, insert name el!d titJo of Iha officer), penronaly eppoered _..L=""'-'""'""'mfr""""--'~........, ......... ~.___.,:"'""""'"'u..J__,y.._.~__...,7. ... ,_5;(:.....,...t ... ~--;.:___,-,.J,~ ... b..,.L--- v.tlo plOV9d lo me on the bllsls ol 1811slaclory evldenoe lo be the penlOl'l(s) whose name(a) • a_~bed to the wilhir! lristrurrieo~ end 8Ckfll1wl~ed to me that J>'IIJIWley elC8CUted the same in ~llhelr aulhonzed capacity(les), and th by ~rltheir algnature(a) on the Instrument the peraon(s) °' the entity upon t,eflall o1 which lhe person(a) iided. executed the Instrument. I certify under PENAL TY OF PERJURY under the laws of lhe State of California that the foregoing paragraph la true and cooed. WITNESS my hand and official seal. 1• 0 0 0 0 C O O O O C O C O O O O C 01 • JERFMIAH C. CROSS ~ommlsslon # 1963387 i Notar~ P1ibllc -Calilornta f :z Sanla Barbara County ~ J. ; 9 • • Jl ;o~~-;X~';S ee; Lo-.2~1 g I MAIL TAX STATEMENTS TO ADDRESS AS SHOWN ABOVE --........ -----. ---.. •-·--· -··---- ... PARCEL A: LEGAL DESCRIPTION EXHIBIT "A" 14362 PARCELS 2 OF PARCEL MAP NO. 15687, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAP 30, 1989 AS FILE NO. 89-283195 OF OFFICAL RECORDS. EXCEPTING THEREFROM 50 PERCENT OF ALL OIL, MINERAL, GAS AND OTHER HYDROCARBON SUBSTANCES BELOW A DEPTH OF 500 FEET UNDER THE REAL PROPERTY ABOVE DESCRIBED, WITHOUT THE RIGHT OP SURFACE ENTRY, AS RESERVED BY CARLSBAD PROPERTIES, A PARTNERSHIP, IN DEED RECRODED July 5, 1978 AS FILE NO. 78-279136 OF OFFICAL RECORDS. RESERVING THEREFROM AN EASEMENT FRO GENERAL ROAD, ALL UTILITIES, DRAINAGE AND INCIDENTAL PURPOSES OVER THAT CERTAIN "GENERAL UTILITY & PUBLIC ACCESS EASEMENT DEDICATED TO THE CITY OF CARLSBAD HEREON" AKA EDISON PLACE (PRIVATE STREET), AS SHOWN ON PARCEL MAP NO. 15687, IN THE CITY OF CARLSBAD, COUNTY OF SAN DJ EGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS FILE NO. 89-238195 OF OFFICAL RECORDS. PARCEL A: AN EASEMENT FOR GENERAL ROAD, ALL UTILITIES, DRAINAGE AND INCIDENTAL PURPOSES OVER THAT CERTAIN "GENERAL UTILITY & PUBLIC ACCESS EASEMENT DEDICATED TO THE CITY OF CARLSBAD HEREON" AKA EDISON PLACE (PRIVATE STREET), AS SHOWN ON PARCEL MAP NO.15687, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 30,"1989 AS FILE NO. 89- 283195 OF OFFICAL RECORDS. EXCEPTING THEREFROM THAT PORTION LYING WITHIN PARCEL "A" ABOVE. 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I~ \11~'=:::tic~"li=(ll.iI Rlril!S mn Cf.01.IF!lltl.il ss Cll lM~lll'r r,...Al.a!L_. ,,d... . ' .,wm aiJmlSSIIIQIEOO) • E1)11£1E.n£.~GIEl,IIIQM'I . 1"111111:SSlfl!IIEIF l ltl'IE'IEEIIOSIEf ,-N0i!Frl1811ff IIS-flll'IIESS.'Y'tl:IIEINS£fmml,llllS,.;rmorSIIIIJ.lffl ... IC 11! 1N1 Rill SAID OlHIT IND mi!, '9tSNliT iibijj IOTMllll. SOIi., 1!£'1111' 1111 ,tJIR IN lHIS ~!RWE l'IGT .-C. _. !M •• ..."'..!.,.~'ltll, IUIIF'I OIi 1-lll!E lilt II' IIM'llll''S PRIIII RIGIIS E~!MIWCII. l'OIS»IILU IIGII TOl'E(Oll J'IDIGI~ Ot 'IIE MSIS :~~~If f.nJgf'~~i: ~I~ _,.111'.DN "=, CF Ill' . I • .=:.v~~}C~l~~~-:,0~ ~ 'IUI.J~ Ill llCIFllt 11>1'1 l'UISIIW ro ITS 8TUWS CR l lll5IIJll1CJI CF 115 -r, 91lll:IIIIS. SAID Cllllll' IIID•S!II!'. IN llllltDS II08f', I IWIE l£JEJIID SET tor.-, lNJ .. llED lff IOTIIIIII. .sEII., Tl£: Oll'I 11D '!EM IN TIIIS CEITIF.l(l(E f.lll51 - :1~~ "=:"'0 ~-SllTtffli: ~Cf/~'=Al-s.s, Pl.Ill.IC llf N Flit ~D IDJNTI' £.JI, -ll;Sllll. IDSQIIU.T I OF'!AllSFllCIOl!f till~ ::S::Waf ~akii" N llQODU!IGEll 111 IC 111111 INS11IUOI ~ 10 ITS Dltm:t'lllS. _ ., SllD sail D1£110 GAS & ELEmlll~ <XN'Jilff IIIS C111.1SD Tl 11£ l'.JBll1tD llall ITS --fn ~ ~,-1--r•-":;wi, -• ,l:D ~ 'M~ llllmlll2tll '1111~Jl'I' IT -.;:~~ •' hs::!) ' DIEiO GAS & ll.ECTRIC a:tlWlf • A CUIPCalldt .f.."""-.~ u,.iiiiiiu~ LIINDINIDfi_.111. ----•... ~ IN IIITIIESS IIEIIIF, I lavt H8lEllffl) SEl lff -M> llfFllO lff mult. lOI.. ll£ SAY 11111 l'BIR Ill .. IS !El11F1CIITE Fl~ AIIDIIE :=.-=:.: ' ,.,rt:;::-,~~ 11191. Cll'MI • ,-1~ -~--= ----~--~--·-_. .... ~ MAP NO. 11287 CARLSBAD TRACT NO. 81-46 SHEET 3 OF 7 SHEETS UNIT NO. I POR, LOT "G' RANCHO AGUA HEDIONDA MAP823 rto.s. 6493 ~ NrD,'l»'W .~ ~- .. r~ .BASIS OF BEARINGS lliCIA#I~ ~·1111$NAl'",l~VT1/£ COITU-t/#€ 8 ,USH(JWN()lfM.tl'MM UN LEGEND e----/lflD/ltJ A RJ«TlflllNIOI/JtMl/llaU.lllfl'lAIIN l"4 Nlltrnuwtl/lllTII f!J-----Ml(J/t:AfU SET A I' •N• IRON l'l!Y ,Ill) DISC MAIIKU l .l. JIii ll fll~=.t'~JA ______ ,a ___ hJ. rlllON '1/'EA/ll)IJIX -----llllllJll1UllmlFE£1TtlltfMll 1/1,111/r@U.8/n l"Ot_,.,,_ ~ ®----aattJIHlCT~ llltwWrJnUlf \ 2 UJ...LJ---alaTOIIIXDI--INDWMfl- fJ;.lll()ffllfl'£flllSC 1 ~ ~ CLUJl---flllllW1J_IDt,.,,.. art1•Tlla -t-' JMNrotrt 0-lZJJO" ((_tt.11' . l-~✓ . \ ,,1Jll'(Jj'Jr .ty/ • I (tNlrl•.nll.~' .A7 ' ,,,rotJT)J" i3/" R. ,1.1, ·t•l/9.«~• .,fdl, VICINITY MAP NO~ mr:fl11fi.,"'\. t ~ ~ •----lllffAla,.,...,. HO'J~' "-.I l tO G)@-1111CWlll!STNlflAIIIMMM1,Q,,u,rmm, 1vm ,~1..N').. ,.,.~'!'M'J\ 'l ~ O· ~- l'ii. --~- F/i l'/.904'Mlr.11 ---• .,., 1~ l I' a-NO 14/D I;; 1~1.1r ~Mft/1.' r,.,,-Jr/U"lf ;1, 11$,11 •· :,, l/Ur <:j ,.,,,. ... fDMJ.""1 \"' m, i RICI r:NelltElltlQ. CO.■IJAtlt' Mtl ,W,111 ..._ Ill ............... u-..~t,w-.,.., .-.Htl'MIIMlft..CMIUIM.tll.lNl...,. ...... ~.Okltntllft \ ,~ ...... "'~·. \ ~·..:~ S~1\ R.O.S. 6493 11n"Ot'Orw , ,,1t"dro· MAP 10198 6'f.M' '--lf>ROO'L•ION.~ ~= 1Nrr11s•to1111una,,.,.,,,, C.T. NO. 00 -38 POR. LOT 'G' RANCl-·10 AGUA HEDIONDA MAP823 PROCEDURE OF SURVEY AND INDEX MAP I . £•l'U6 i ti) ~f.~-W'.' a., 111t1~ru11m ___ n MD \V' fl. -<:I," • ..,,,wctl111-· --1 . ~ ~ rrwa~----~ 11-•nt.N' Pl0062 . -r.JIIOll/f'IHMl)/Jllt u ,rn. i.iiiti :;,, -~ ro. r-me ..a l'tl.,,1## . . ll&LW6/ff_.,._#. \ . . ~ ~\ 'IIIIIUU flTIICAWIIE 4HDWJI ON /NII NAP A ~• •18'~1'/n_ 'W/l'tA $Tit: l'&U• $T.l"f~~.I. _,,_~. Will /IF $CT AT ll ll!TQf/0/I J,f;:t/'!¥'Wv.."1tii~lft?11l1fi,tfJ'I/: '!/l;c.,fJJ ALL IT/tel'$. W ~ t:1£/IT TIIF AlltKC f1/'f:$ tJF Mf:lff('IS e#NNOT. BC $ET ~ ITAIIIQ!j¥.f jffflll~ 8'11,kW(}M!'f,lltf/!:" .tr TN£ ,rnmo11 t:Au'l/'~ aimi:I-. ic;'oui'/rRFo Jf(J/1//MQifJI# 81JITEM£n, IN £N6/IJEDl'3 ctRTIFICATE ON SHEET t SOILS AND GEOLOGICAL REPORT =-.=mu,-,,~~••· ltlllT Ill .,,_1J111/f61F _ IIII ltalm.,,,, 'fJmtTlll{tl/T~ ,11unrrtMt1U1. -..erli0..!!2iS.. CARLSBAD 23 N, 'L,., 11,r~·rc ,ur-e MAP NO. ,ft~~ ...... NO. -81-=l:6 SHEET 4 , UNIT NO. I ltJ' IIIU(?Jjl QS£IIEJfr 'Jf'c'H{,'1./J //1$ilff,-. OF =--==-~--~ ~ \:.:','~-#IO"l~rw 15 {_ ~ !'!!- t DCTA/l ':f' / NISCIK.t ' Wl!flFJ'/22 SEE SHEET 5 a ~m, . w,a~~ ~~ 4.'T~'l AC. \ \1!' . OSQl&/1 .:,.'fJ..""Ji/!8......, ~";:f ~ Ill ILT41 IC. Iii~ I JtlB'f!111£ctn boHUEJJM OPEN SPACE ~=\tr..\~ -~~,,, --~ ' IXTA/l ~• 'i61lli:r a• 6twrlf CASlMCNT ,:;;:,,«INCATtl) TO THE C1T1' f DFCARl.4/WJ HtmtJN (0 .,_ LI.I LI.I as LI.I I.LI CJ) ~ --::::~~-~"\ ~ "' /"/ ,_ l'JRTJ(JIJ4'ROAIJS, -~~ ~ UJC,ITJM, ,ax /IIIIEllifJIO(T fP 11ft llrt/JF t:JIIUIIM ::::<~---\l ---~- WE~ --~c~~-;:---._-:i~~ ~---------:,-. ~~~~-~LO..A11-AIAPOf:!'¢~!f/t'~._.,,11~tD~=-;;' ~';''-~•---,ftl.nHl111CMMflt:ct1'1JJt / ~-( ~-.....; --.,. ,• • • ~d _.,.._ INl11IID'IW6NTTO~U J7 \ ~ ----~--~ ~ .,,,,. ~ •IF-"'fA/Jf. "" . ~..-:-.> Ol11SIIJtOFI(/(/' 6 --------.,---_ __, _ ___ r . _-,.- J8 / // . IJlTAIL t:· -----'l:::.::::: . fJU.mu-"":!_~-~~. ~ ~Wa'f:"' )--~ • .,._.,, ,t:f!7J,. I --~'JIF ,,BJ.or'"/ -'"IJJIM#MY ~Li;w -x_~?.J'f~ ... _____ :,., __ ,,,-v--ltO. 7_= ____ _;, .(~ -;. ffJMIJn 'I-. -r-~---~ ~----..:;..:,,: --Ck"' 1"9-0~ H•JIO(J' l•/M,.IIJ' IICk IUIHUIH co•••n ~MJ(/, ""-'~"/ • 1 Allm.&la ....... tfJ ... lo\Uf'tft&A.ffll ............ ~.-'"''9.~ • l'IIIOoST 11<1..!!!Q!!L _, PH riNMnl..~ Ml""'ll.,,...~tl'i4t•- -s>"' (;J ~\l'- c<,f)~ ..: 9\0~ ~()~ ~y.<,,, \),,(:.,') ~c.,'<'o '< -oi,?> 1-?-' "t,~ oS• ~\· }. CARLSBAD TR.ACT NO. 81-46 UNIT NO. I '111:rlJl'OIY'E 3 / r: 'ot,'?1 f AC. I l-· :·---.,, 20 , '-19 -:-,..._~,,~ 4 .4:!8 AC. ,.~42 AC. ~ 1· ~'~ --. ~~ \~~.........- Sf,fa''f:tff,:A·-( ~;§;'.:i7Jt<.. • ••.,,,-t, :<t<.,, ,., 7!Hl:;---... T,.-....r.J<';,,."'---;-,.~ ·'--~~-.,. 22 ~ ~· S£Wt11. USEIU.KT ~tf TO INCarTfJFCAl/tS D/ ::--.: 15'1 ~ ' 7 1// ~ . 21 //j CA~ SU SEE SHEET 4 MAP NO. 11287 BHEE"r 5 OF 7 SHEETS POHTION LOT G HANC!--10 AGUA H.EDIONDA 1'AAP 823 ~ . '!.. R.O.S. 6493~ c5 "' r:71.~ • _;::1. ~-;.~ ... 6 ~\--;~ SEE SHEET 4 ■ICK tlGIIHUIINO OOMl"ANY MIi rt1M11M1. .. lttM;~Nlll ltf_U.,,.....'1Ml•-HMM ,_NW1. ca.1U .... w.wte9tltHIN•NLlflWKCft4t•- Mo.l!lCr 110. 8704C ~ L.C..1 1§, YR,. 17! 1...•· /§// '11· 8 (JF' J(J' 8EIKA £M£11!NT . 'TEOfr)TH£CIT1fJI' WJJKRE{)/f / ~"~"~ ( ;' ~~ ~ ' ,-r \)lf ;fef,fJR1MM""1 JW:rv· ~-. i~ ~I• .. .,. ..;;"' #~ ~o ~ ~~~ ,;,,; '?" RCS' ~if ~ ~ <, ~ ~ CARLSBAD TllACT NO. 81-46 UNIT NO. I R.O.S. 549- ~ lb 6 z.831 N:.. MAP NO~ SHEET 6 SEE SHEET 7 I ~, ~ ,A,..41,\ 10 '/ v,i,,. 4~~~~ .VAA~ / ,;,""' SHEETS I I ~ " f <c-'r .'-"'VJ: ~ = ·--~-· 7 ~- 3.933AC-~/ ~ A, '::J-1-....Jf--f R.S ~ ' ~11:llim...~e:i ,.·=wi:w-~ ~ !!Iii!~~ J:"lS'l•»-1'• ate& INQINl:llllO oe11,ANT NH r1u.n IIIMa,&M .. nt.Wt,._..MU•~U'f41-.., ,,.., .. ,te••nt.c.uu~au,euia...,._.ra.o.a~•- SEE SHEET 4 ~7 .. . ·--~-'> A Y-/lV/ ~~-~ €~ ~ ~,2~ '. -·~ ~ ,tJ/?. ~ ~~ ~ . r~-.. ~ .. . , . . ,, . _,,-" i ~------, ,.- -~ n~ Ofl:.41~ MAP 10198 C.T. NO. 80-38 /lll/lT! (lllll llT It HfJWJII --~lfJJIKJIIIJIO _..._ 8704C i1 _T1; - : =: - : : = - -- : - - = - - : - - - , . ; e : - - - , .,,. .. == - = - ~ = " = = = " = = " " -"'-== -"'·~=-=--== - " " - = " ' •,.. . , . , ··:-: -.. -- = =- < :: ; i ;1 <: - ~ I I = i! ... ' • I ' i .J I . s -.. ~ . . . -· 1 .. I ! . .. . J i I I, l l I. ,., . _ -. ~l b == =- = = == = = = = = ;= . - = = = = == : = ! l ~ .. ..,, ,.,, __ ..,,,,, ....,.., .............. ,.., .. .,_,,,,,,.~, ,o"-1 ,a~-ue,A , o, ( ... _.52()5~416 <3~f\NT 9f "[~HT PF W,AY F8R E~~Eff\16 t~A~s~ls~l8~ l:l~fs We I Eobert Dewey 1Cel1f I Emily K, Switters, tormcrly Emily K. IC~lly, ... ~!.tC?r.~~-.~r.l!\l,l!l,. :~.~-x:-9.JJ. .. .R • •• ~~I!-Y.. -~~Ji:J..i,;,e,Jl :.X~+}..l' .... .', .......... ; .................. '. ..... · .. .. ...................... ...... , u Gra.n1.or, tor f.Jld 1n conlidoraUon o! 1.ho ,..,. or Ton ~lura t.nd other valuable oontider11.lon paid by SAN DitGO GAS & 11:LECffilC COMP.ANY, a Q.Ol'pO- nt.1O0, u Graut.oa, do haro't>y gr an 1. ~o ta..l.d SAN DIEGO GAS & ELltC'l'RtC. COMPANY,' t. ·co:r- por1Uo1:1, .11.1 ·1uccoucr1 and aui~.111, a.n u10111ont. ot ri~ht. ot w~ .. ~9:Q .. teot. h:i. widt.h 1n, upcn,: cv.e:-and acro11 t.bo l:a.nd1 boro1naf or deaeribod,. t.o oroe·t.~· 00».1t.ruct1, ·r ... 0@1t.r11.c1,, replace, r:-cpair, 11111.J.nt.lin and 11.10 tor t.ho tranniu1on i.nd .d.J,1t..rib11Uon ot oloct.ric1t.y ..nd tor all 01.bor p11.rpo101 eonnteted 1.herewi t.h, a lino or.~ndopo~doni U.1101 -ot polea or noo,l \over• or pol .. , 111<1 wire• or e.'blu 111.1pudo<1.1.btroon ..::i.d euppoi:-t.ed t.lioi:-o'by, ineludln~ wire■ for tol opbono1 ■J,Qna f and e01U1un1cu1c:i11 purpo .. OJII and all ot.hor appliance, and t1x1.ure1 tor 11.so in connect.lon t.horowiih, alao 1nolud- i.nQ Qu11, &nob.ol'.a~, c:rou,ra• and b;racu, ioQether w11.h iht r1a2i·1,' o.t i.nfreo, e.n·d efr~•• tro• ••id r1Qb~ o! wa.)' b.)' a praot1oal roui• or rou1.11 in, upo~, over ·■.nd.,. orCH t.h• berel natt.u duori'btd, llJld•, tofe~bU' Wl.·th 1.ht J'ii111, ~o o~•lll'•'t.11~ keep O1 .. ;r ■aid rifh1o · ot Wt.)' trori e:,cplollve■, buil<11nf•, nruot.ur••• t.r .... •.,, ,~ru•~ an4. J.11- tla.111J111ble . 111a1.eri.al■ tor. prohc1.ici:i trom . t i~e and other, ~~:urc11. . · ,'.· ~· _ .• ,,; . 'l'he land■ J.,11 which uid 011e1Aont of riQll'lo o.t way 1, 11.o,:ob~ fr&nhd,art -~ 1.un~ed ,in t.bo, Counti Jf ... ,.:.~.~.l'>~cso .... ,. St~t.o o.r c.i.1~0~,1.,, ,and ·~-~ p~t~c¥,t.rl.)' duoribod u !o;.1ows, t.~ wi.t: All tllat ~rtiol1 ·ot R1.1:1c:bo .Asu,t. -Ecd.1.ond.&, 1n J ;'l)e_ County ot San Diego., sta.te o! Cnl.U'orn1e., u , ,now . on Partition M$p ~:O~ ,No .. 823, t1l.ed. 1n the. o:tt1ee ot the County ~e~r~r ot .1111,J.d San Diese> Count:, 1 l!J~Jllber 16, 1896, bounded and. deacr1bed 1..9 tollowo: ., .,. ., . ., . . . '8eg1llnin8 -1.t, 1. atone IIIOund. at " po.1nt ~ the: Sout~rl.y. line: ot ., said ~cl:io ,Agua Red1ond.a, knOYXI and. numbered .upon n.id. Partition Ka.p No. 8.23, ..,.Poin~ 7 o! Lot "A" and. Point I ot Lot "G".; thence North, 27• 55' ~t , 1350 !eot to 1, •~ ~ .lcllOIIJl .a.s Point 2 in a&id.,Lot "G"; thence Jl'o.rtb. e• J+21,Eut 1 3268 teot to & ltoDe~JII0\1114 lcnovn e.o .-Point 3; thence North 38• 51 ' 1,'eat 1 -12:i.4 ~eet to ,a, •~o:ne ,JIIO\llld lmow ..,. ~int I.; thence South 19" 20' '\,'eat 1 5357 teet to &• •:tone mound kno'IXI u Po1nt ,5 ;, thence Norl.h 74 • 25 ' ,\ilut, l24li teot to a. ·,tone mound known .u Point 61 'l.h•no~.:lllo'rth .5~• l(c,,t, ,1823.,.t11et to a. stone mo\Ul.d. known u Point 7} tLence South 62• Yut, ll54 . t~t to &•atone•mound .known a.a·.Point 8; thence-.SoUth ,3O.' 33•,weit,,_;l581~et,:toA 11tone mo~ k.nown u . Point 9; the.D.CC South 79,• lt3 ' WMt 647 ·!eej; ·to ·••:a.-;o.no .mound lal.own u Poiiit ,10; .tllcnee North 59.• 45' WeBt-, ll.30 teet to e. stone 1110und .. knoll.zl.,u . .Po1nt ll; thenee .. south 7l O 25' west , 547 tcct ,· ~ or .leu, to. e, .po;i:,.t 1n the. . Eonterl.y 11.uc ot U%\d. deticribed in ·deed. to. Cborl.e• 'II'. Partridge, rec:ordN A.~&t 6, 1913 .in lloolt ;623, paa-e 135 ot ~da; thence ,So\lt}lerly &long · the• E~ly l.1M ot all.id .Partride;e i and to e. point 1n the atorement1oned Southerly line ot ~&id ROllcbo /.J9Ja. HedioXlda; thenc·e Easterly along ae.1d Southerl y line 22,763 teet more or leu; to the point of beginning. · · ! ., .j _,.-,r••-,•-r-·-• ................. ""'' C,tJ{•():t_t: t:~}!ll."I..J.tQ•.., at •A I O; 2 t 0 ilt,\{~ I.IA ., ·--·--. ..... -... __......,,,,..~ .... ~mo~ . ·'rbe Uouthwe1terly litie 01' al.id right of \tty ■hi.ll 'of J,t.r-.1.lfl Vith 11.nd ,o tH1l Soutbwest~rly, mee.&\ll'cd at r1gbt azigle11, wd the l'lortbeuterly line ot u.:!.d l'ight. ot w :y ah,u.l be pa.raUel with and. 150 feet Northeasterly meuured at l'ie;ht angle, from the tollowi.:cg deicr1bed line: . Beginning at a ;point ~ the Weeterly line of Lot F ot Re.ncb.o J;gu& !ed.iondA, e.a !!:llown on the P~t ition Ma» tbercot No. 823 on tile in the ottic:c ot the_ $WI' Diego eounty Recorder, which point beara South S7• 25' 01" Ee.at, & d.iatcce ot 2025~08 feet; thence South 6" 48• 36n weat, a d111t~co or 1218.96 ~eetJ thtnce South.0° 26• 13" East (Record. South o• 32·1 ·00,'' East)~ distance ot 314.95 tcet n-om ·corner No .• 6· or odd Lot F; thence !'rOlll oe.1d point· 9f begilminS Sout'li 47• 21' _38." Eut, ·11. M■tMce ot 4165 .03 tcet l thence eout,h 58• 25 ' 28'' :l:e.o'ti, -. d.btance ot 1465 .ll feet to & point on, tbc Southerly line or ao.id Rancho Agua Bediohd.t., d.i1;-te.nt tboreoif 486 ~95' .feet Euterly fl-om ~e il:ltcrsect1o.n or t he WeBterly l ine ot Bect~on 23, 'l'o\l'llllhi:p :'.2 Soutb, 1'aoge 4 'Wcat , f>:,,ri ~o.rdino Bo.oc flXld _ijcr idi@, with tho· Southcrlr li;i,c ot .GD.14 Ro.i:.c~ci ~. Hediolld&l thence cont1nu!118 south 58° 25' 28" Es.81:1 e. d.ie~c ot -5.62;·30 Je~;.·tbence South 32• 13' 5811 Ee.At, 11 diatonce ·ot 2368,28 tc1:1t; thence South 61• 07' 53" Ea·•t , e. d11t&.Mt or 368.~'7 t ,1.<t to 11, x,o.:l.nt, on t,ha 60uth11'1':l-y Un• ett' u,id. B•lltton i3, ·(tU•t&nt tberec,J1 12~.16 f'eot Wnterly !rOII! the Que.rttr corner C!OIIIOl.On ·to U.t!t1ort• 23 1t1'1 116 or laid Township and Range. · Tile side l1nee ot the above described right ot ve.y shall be lengthened ar.d/or ahortc.ned so ILS to terminate se.id lines. in tbe bounde.riea of tlle above d.e■crib\'!d proi,erty. Exceptin1; trortJ. the above deacribed right ot ve.y -.ey portiona thereof no,: lying with1n the above described property of the grantore herein, ·. . It 1s understo,:)d o.nd agreed· by the parties hereto the.t Gro.ntor, t·bcir beir11 .and, &Eldgn,., m&y conetruct and use r oadwaya crosa1ng the here1nabove described r1ght or wa.y, prov1~·41 how- ever, that said road.~ay croaeinss a.re so located e.nd constructed that their location l.lld use she.ll not interfere with nor impa.ir Grantee 'e use or es.id' here1ne.b07✓.C de1c:r,ib~ r18ht o1' vay, nor d.alnage .structures erected thereon, nor impa.ir or leese.n cluri.nce.-betveen the· surface 'ot the r~ht of way a.nd el,ectr1cal conductor a suapendcd thereover. · ·. · · · · · . "IA the •extroi ■t 0£ the ri Qht.1 h·treb,Y IIUM,ed,: Clrt..nhe 1bllll · avoJ.d· wu•, ... 1on1'blt 1n1.ert,renotot I\IOli \lit b1 Gr1ntor and hh IIJ00fll01'1 '1n u .t.•t• O·t t.~t' ,._ toreuJ.d l&nd1 1i ii no1, !rioon1ht.tn1o wUII t,h, ful.l tl\J-O,Y11ent. ct t.ht·r1,htit but'.L~ 11:i:-~t•d 1.o Gr1ntee; provided, howevei:-, that Gi:-&n1.or and hi, 1uooe111or•,· .Ln ·.•1't1t,t- •h•ll not erect or coutruct, or pennlt to be u·.ected or con1truoted, an,Y buildJ.nf or ot.ber at.ructur,, pl.t.nt •t.n,Y t.ree or ~-ree■, or drill anr wel_l,: wUbJ.n. 1.bt> l .J.aJ.u .. ot: odd rifht ot: w-.y. . · · . .-., · •. · · Grt.lltoe ehlll have the rlQht t,o eNc1.1 m1lnt.1l.n t.lld uae fat'e1 J.'n ..U te►• ce■ 1othieh no"' crou or ahall bere.,fter orou 1-.id rout.e or routu, e.nd -to t.ri·• and cut Mid .clor aw~ Lil¥ t.He■ Nld bru■b 1otbtinever J.n it• Judf111ent: the' tf.lllt 1ball 'b4, necouar¥ !or the ootwelliont l.lld ■ate ex.ercl ■e ct t.h• riQht.1 bertb,Y 11ran,t1d., the r.1.fht to trand'ex-and &Uilln thh eue111ont in 1oth0le or ln pe.:rt belnll. bt:i:-e'b1, fr1.11te<t ·. • 'to the Grantee. ·. . , . 'l'bo , Gran tor franta to the Gre.iltu, 1t., 1uoceuou and •••J.fn•,· tb:t.:,rJ.~t to trim or top and to keep triuod or topptd, uiy and 111 tr••• on th• land, ot th• G.rantor adjacent to uid r1fbt ot "'-AY ,trip for.• dht1o11ee ot •••• .?.Q; ••• tHt tro111 t~. exterior line• or tbe ri~ht ot wat 1tr1p, to 1uoh h1ifbt1 •• 1n th, jud~:..nt ot tbt Grantee, 11. ou._coo~•'?ra. or 11~iQn1, ■ha;~ bt r•~•o~1bly n,o,~nrr· tor ~b• P.~Opf~ ~AA- ~~fllf:HI:% Rf PF~HflR !IR~ ulR~~R1tR~~ Rf ui ~ o,s1:ftfi ~r-~H~fo Hifl Hn• et H.An1 blit H lltl .,,, Iii tllihHi@ hh~ 11l 111 1, ot· lilt)' !ftt'J~ tij ~ '"Hflt &F rn,~ \ij11Ji .. ~b ... hliii Orknt.or •fr~,, thai no other e•••1•nt or ••••~•hi• 1h1i1 b-if1t1,,d bti 1 under or over 111d ■trip of lt.nd bt Gr1ntor, without th• prt~1ou, written oon■tnt or Clraniti,, excopt u h1:rein'berore provided, _ · '"'r/ • '>?/ IN~fNESS Wl!ltRJ:01, Gr&ntor bu executed theu pr-■ellt ■ ib.e~~ ct .. -/ff.~••••••••• 1 l~"'Yr-. •' ·•--,...,,.,, Prlnl•rl 1?/2/2020 d i 1 PU \ ~'52(}5 PAG£418 STATE OF CAL~IA COONTY OF SAN DIEGO . On thl, •. a3r.4.d•Y of ..••• ~~A ........ A.p. 19~~. befor 111•, th• vn,du11ln•d· • Noter)' PubUo ln and for ul.d Cou11ty and 'lt•t~. , .. 1cUn1 thtreln, 'duly 'c,Mt11l11lon• • d and· awot'n, P• nofla 11 >' •PP•• red ...... ,;r: .. 9.• •. ~~~41. ........ , .-............. ; .•......•.. kno•n to me to b.11 th• per ■on who•• na:M •. JP ..... 1ub1c:rlb•d to th• within S.natrument, ~• • 111'.it• nu ■ thneto, ,.ho beinc by Ille duly 1W9rn, d•~o•,,,. .. and ••)'!! ...• :, • · ' Tl Ob Tf•J ... :n,h •~1it,• l·~1i~~;~ · .G~f1£~"'EnrtlY:M. W~ • ~lY~•:., • Ke-flY pre11n'Y a_~a ,r.;::::~~·Bli~&•R,•Ke-llt····pu10.tatl.'Y. 1<110 .... n to r,~ to ~-lh• ■-~• ,PHIOI\ .• whou 11•mc •• ~e... 1ub,c,rlb•d to th• 't'lthln and ·ann•11•d In,tru••nt, •it•·out• and' d.••· liv,1-1· tht:••••• and"\.h¥., ••• aolcnowhd&•d to ■ald aflltnt that :.t.h«.':. ex-.euted ·1h• ,a,.11; and that •aid •ffiant aulaorlbed •• h,t'!. nam• ••. th•re to •• •. '11 tnea••. • · IN WI'l'Nt,SS IIRER?.OF, I hav• her•unto ••t my hand and arf.i1t1d ,,., offlchl ••d th~ day and .. y•ar .ln ~:~.~~~~~).lv• .. ~~l~t--~ ••. : ~:.-•.: .••. lotory N~Ua in O!ld tor ,oo ,_ti_ ond stoi, My °"'""'·. £xplm Apltl I lM . ' . ~'EN.ERAL -FORM (-.~:; .. , U/) __ , · .. '~if: . \ COliNTYOF ~-·, .• ,,.~ '; \ On th!.·~. ~ •• day of. .. • • ,.. - : • Notary Publio ln ln~ for th• ••ld ,nl11ioned and •worn; P•~•on■lly •PP•• -... to b• th• p~r■oft:. who•• n ■ffl•.~ .. •·o~no~l•d1•d to 111• that *h, .. -. u1eut / ~ t ■ .... . . .. . I . ... :;■·· i . . ' STATE OF COtJriTY or CORPORATION FORM I On thls ..••••... day or ................. A,D. 19 ••. , before me, the under1ie:n•d. • Notary Public in and for th• ••id County and State, re1idln1 th•reln, duly COl!lfflia• aionad and aworn, per1onally app•ared ••..............•.•.•••.•••••••.••••.•••••••••••• , ltnown to 111• t~ be the .••.•..•••. Pre,ldtnt a11d •• , .................................. .' •••••••• known to '"' to bt th• ................... S1cr~tar1 of ............................................ -• .-•••••••••• .' ••••. • the eorpora-tlon th,t oxecuttd the wlthJn In1tru111ent, known to mt to be th• per1on1 .who '•K•c~t•rl th• within In1trum1nt, on behalf of th• corporation th1r1ln named, and acknowl1dc1d to ffle that 1uch oorporatlon e11ecuted th• 111111. · lN WlTN!SS WHEREOF. I have hereunto ut· ftl)' hand ind affixed m)' official •••1 th• day and year in thl• certificate flr,1 abov• written. ' .. • · · .. ·;~ i,;;; ·;~m·t,,.··~;.;i ·io~· ·;44 'i. -~~~ e;· ·;;:,n io·;;-....... F'OP.11 110• )59•A .t .,. Z ~ i ·# SJf-/ 6ol> ORlGIMAL GRANT OF RIGliT OF WAY :·: : : :• : : ~ . ~ . ,. . , ..... Ro'l>ert [)e-Jey J.'.elly Elnµ.y x. Svitters, f'onreriy Eaily JC. Kelly Marjorie Borsur. Carroll R. Xelly s:,_d El.iza R. Xelly To SAN · DIEGO GAS & ~LECTRIC COMPANY-.. ·· /",,J.,:,.-..e~,< ~ '$ ~,v.,-.,,.vA -Ci.,,,,,;.,,v.-;~.,.v -. '{i:,. •.~ ..,V ~ :.JJ 2.r_ 1.,r- . .. --... . . , . .. . ... " • -a l ... . ... . . ~ ~ .. • • : : • ! • : ..... ! "0 •• • • • • • •• • • • • • ~ • • 4. • • :lo ·i r t. ~&_~ tf,rzwJnL --- tzA_jYff~ ~~ft/P i ~ ,, ~ M n. '!• • t \ ~ -r :l t. -: 1:4 ;• : .~ ---~. DCnlM!>ff ~ 4n242: lUOJfl[E) At flBOUEST Oft • .. ffllflmlm&llffl~ .APR 16,:195• 1 4l:2~~A.M. . ···-'. -~~ FMl419 OTflCJA ~01:DS ~s.. ~ F .. f:~c,1).,..,. I? ROOfRN.HOW[,Counly ~r Br~ • • •• .6 • a, a .. 1 , ~1• r.: .:. , .. :----=-• .,.. :.; ~ t - ~ IU:CORDINQ 111ou11:,T10 ,v ~-~obert Biener, et al 7 10522 Greenbrier Road .!.'::! Santa Ana, CA .. -92705 City I ..... L _l llAI\ f• t tfAJ'fAioffM TO Isam!? as above -..... 7 111..(/P!,/JI NO:r.,,?'_&-,279136 100« ,11,f" lltCOfll)[I) llfQUl$T OF JITL[ INSUMNCE l JIIUST CO. 1035662 Unit 03 _J JUL 5 8:00 AM'78 OFFICIAL lltCOIIDS &AN DIEGO OOUNTY, CAU,, twU,U £ ll.OOM. R£COIIDEll ________________ .._ __ ,,.,.cl AIIOVI THIS LINlt f'Qlt 111co110111·• u,11:- /,-Individual Grant Deed -~ · ·.'. .. ( TMII ,o ..... ,ufl~llktc ev TICO,. "1'11'&.1.IN■U■l"" ~.:._,:,1:•~.► /4.. ,.,f14..,,i,:._· ..... : TRANSFER TAI( l''-10 The under1igned gr1ntor(6) dec~r•~~: HAALEY,f. 91.00M, RCCORDU Documentuy trandtr tax i1 ,_, __ .J..:..P.Q ___ - 1 X) computed 011 full ~«Jue o{ property convoycJ, ot ( ) computed on lull v11lue Im value of liene und tncumbronctt tem1lnlng at lime of ui... (x) Unlntorpor•ted Jreo: I, ) Clly of _________________ , ind .-OR A VALUAUL£ CO:-ISIDERATION, rec:cipl of which i, hereby acknowledfftd, CARLSBAD PROPERTIES, a Partnership hrrthy GRANT(S) 10 R:'.>BERl' mmER AND FSl'ELLE l!llm:R, husband and wife as joint tenants as tooian undivj,ded 1/~ in~eet1 -~ J. BLINIER AND 103E~. ,~flrd wife as ,o1nt tenants.11s to ~ undi~ l./4 interest1.crAlME ro tx>AA , !'IUsbllllcl and wii:e as Joiiit ·tenants a.a to an llnlllvide:J l,/4 terest; ~ 1£~ J\ND HIR'l'A HERWUt, huflbam and wife as joint tenants as to en urdivicled 1/4 interest 11 .. fo llo'l'lhg cl••crlbod rul property in tli• County of San Die9o , State of Callfomi1: ' niat: tx>rti.r,m of t.ot "c" o£ !lAna1)o hJutt Medialda, 1n the County of san Diego, State ot California, 8CXlMling to Map thereof N:>, 823, filed in t:he Offioe of the 0:Junty .Pacorder of &n Diego County, NoVett>er 16, 1896, ".a 110re particularly deaaribecl in Exhibit "A'1 attached hereto. SUbjeot to all taxes for the fiscal year 1978•19'19, am to a,venants, oordit.iooa, restrictiais, ea!!IEfnent&, :re98XVatiais, rights ard righta of v,ay of record, if aey. ~serving 50% of all oil, mineral, gas, and other hydrocarbon substances below a dept~ of 500 feet under the real property described in this deed, without the right of surface entry, Dnlr.d ---~,-4,_1_9_7_8~---- S1"ATt: (It' C:ALtrour-., A }si!, curr-·rvm·. -··----····-·· ·· C1\lUSIW) Pla'ERTU.:S, a Partnership ~~~-}-·-· -----·-··-·- l)p · ... -•-.. ,, ___ ·--. ·-·-· ··-· ·-·---· hl'lf11r', fflf'1 1h11 1mJ1tr• .. :14,1,,·,I. 11 ~'""' r l'uhlh: ht 1mll tor ,111d .~1n11•, f'h•U11n1lly 11>P<'1tr«•I -·----····· , 111 lw 1ht p1•r1run -·· wlu.,.I" mnnt----,u ln"lll'Ulllent utl a..!khowlr.JM1:d 1h11 , ___ ,.., Wl1'~ESS iny 1111111 '""' nltiuiol .... 1. ! ?B--2?9136 I y .... ··-· .... •I -· [._ ,, • EXHIBIT "A" THE LANO REFERRED TO HEREIN IS SllUATE:) IN rHE STATE CF CALIFORNIA, ·COUNTY OF SAN DIEGO, AND IS DESCRIBED AS FOLLOWS: PARC EL l: THAT PCRT ION CF LOT 11r,11 OF RANCHO AGUA IJEDIIJNIJA1 lN THE COU~ry OF SAN DIEGO, STATE OF CALIF~Nlll, IICCOROING TO l'IAP rncREOF NO. B:!3, flLEU tN THE nFFICE Of CIIU:'-lrY 1\ECffiDER UF SAN DIEGO COUl'iTY, NOVcl'llER 161 18911, WHICI' LIES WITHIN A l'IIRCEL OF LANO DESCRIBED IIS FOLLOWS: llF.GINIIING AT CORIIER 110. I OF SAID ,:or ''G" /\~ DESIGN,HEI> O'I RECORD OF SIJRVH l-'41> lln. 64'13, F [LEO IN TkE OFFICE CF COUNTY R!:CCl{DEH OF SAN DIEGO C(lUNlY; THENCf ALCNG TH!: EASTEIUY i:1:JIJkDARY OF LOT "Ii" t\S SliOI.N ON SAID RECCRO OF SURVEY "IAP '10. 64?1, NllRTt◄ 21,0 47 1 27" Ei\SJ, 131'\l .60 FEET to CnRNEI\ NO. 2 OF LOf 11 G11 ANO NllRTH 7031,1 10 11 E4ST, 2980.03 FEET TO THE EASTERLY PROLfl/'olGATION OF THE SOUTHERLY Ll~E OF TlfE LIINU OESIG ,\/ATEO PALOMAR AII\Pr.Rr ON SAID RECCR[) OF SlJRVEY. MAI' Ni.I. 6491: Tl◄ENCE ALOt-G 5410 PROlll"IGATION AND SAID SOUTHERLY I.INE SOUlli 79°07''•:I'' w~sr. Z796.6l FEEr TO A'I ANCLE POINT; THENCE HONG me 801l'WARY OF SAIi) PALOMJ\11 AIRPOI\T AS FOi.LOWS: SOUTH 10°52'17" HST, 500.00 FEET: SIJUTH 19°07•43" wesr, 61)5.26 FEET Tl) TliE CENTER Llt-;E nt= HIE COU"ITY ROAD KNOWN 11S ROAD SUIIVE'f' NO. lSH, AS StlCWN ON SA[ll ctECURD OF SURI/F.V !'AP NO. 6493, BEING TIii: fHUE POIIII OF BEGINNING; 00 CC'H IN'J ING /\LONG SAID ROUNOAR Y OF P ALOl'IIR A IRPUR I AS FULLOWS: SOUTH 79°!l7•i.)11 WEST, l9l4,74 FEET T') AN A~GLE POINT; Nl}RT1l 10°52'17" WEST, 1000,13 FEET; snurH 79°07'4)11 \4EST, 2000.00 FEET; Nu.UH 10•52 117" WEST, 1000.14 FEH At-.0 NORTl'I 79°07'43" EAST, 802.08 FE'ET TO IHE corm□~ 110'.JtlOAI\Y eETWEEN LOTS "f" AND "G" OF RANCHO AGUA HEOICtWA AS SHOWN tJN SAID Rr{;t)rlf! rif ~IJIIVEV """ N.J. (,4')3; THENCE HONG Sl\lu CU11110N !\O\JNflaRY, NORTH 8!)" (l '52" kf. ST, 101.02 FF.Er TO CORNER Nil. 6 OF Lnr "G", ACC01rnlfoiG r□ SA[O RECURll OF SURVFV MAP; THE'ICE NrJRTfl :H0 0J''>'>" WEST, ?.SH.67 FEET 10 COR''HR ,n. 7 OF LnT "G" ACCORl)I IIG TO RECORD OF SURVEY MIii' NO. 6493; THENCE ALONG SAIO COMMON rinuNOARY SfllHtl 6~<>L4'36 11 WEST, 1047.l~ FEET TO CORt,ER NO. 8 OF LOT "G" AC CORO ING TO ShlO MAP; THENCE ALO'IG SA 10 CUMi.iN BUU/'IDARY SU\J TH \:>0 4 l' 22" WEST, 1562,119 FEET TO TtfE CENTER LI NE OF TIIAT 100 FOOT f\lGHT OF ~AY lll:SCRIAtlEll '" llEP.n ro SAN lllEGO GAS ' ELECTRIC CO.'-lt>ANY,, RECORDED APRIL 15, 1954, IN llnl'JK 5205, 1>~GE 420 OF OFFICIAL l{ECtlllCS; THENCE ALONG SAi O CENTF.R LINE, SOUTll 40°01 152" EAST -RECOI\IJ SrJUTII 47°57'48" EASl- 214 R. l6 FFET TU AN ANGLE POINT ANC S01JfH 39•Jt,•51,o EhST -Kl:CCRl' SOUfH :\9q32•!i)" (!AST-ll?..t,l FEET TO A 1>Qf ~TON A l?.00 FIJIJT RADIUS CURVE, CllNCIIVE rnuwwr:~Tl;I\LV IN SAlll CENlE~ LINE CF ltOAO SUtWl:Y t,.U. 1534 AS SttUWN O'I RECORO OF SU~VF.Y ~4P NO. 64~), THE RADIUS OF SAIU CUMVE BEARlt,.G NOKTH 26"49'33" EAST TO SAID POINT; THENCE liLCIIG SAlu CF.NT~I< LIM AS FOLLOWS: SOUTllfhSTFRLV ALONG SAID CURVE 4'l4.51t FEET ritKfllJ(jll Ati ANGLE OF 23°36'46" TANGENT rn SAIi) c,rnve !>OUTH 39°33 11,1 1• EAST, ')91.114 F~H TO THE DEGINNING CF II TANGENT CllRVF. CIJNCAVF. f'iflllTHEASTERLY HIIVl/11~ f\ 1\1\l)IUS !lf l?.00.00 Fr:Er; SOUT hF.IISTERLY ALCNI. SAIi) CUAVE 1027.15 FEl:T THl{l.)U(itt AN ANGLE CF 49°02'34" t'ANGENT ro ~flllJ ClJI\VF. Sl.lUTtt 88°)1,•i,·• EAH, 1721,31 FEET ro T1JE DElilNNlfl.C I :>35662 PAGE 6 .. .... -1' .. ---..J.r~~ ::«-01w:t .. .tlfGrlobaCOl,IIIY\' -~,....0..11,1911 ~ ,•,. ,,. -, • ) OF A TANGENT CUKVE CONCAVE l'.IJRTHWESTERLV HAVING A l<AOIUS OF 1000.00 FEl:T; N,lRTliF.ASTERLV ALONG SI\ II) CURVE 872.07 FC:Ef Tl·W,-JUGH AN ANliLE !F 49o57, 57 11 ; ANO TAIIGENT TO Sl\10 CURVE NORTH ,,l0 25'413" EI\ST, LB94,1,3 FEET ro THE TRUE POIN1 OF BEGINNING, EXCEPTING THAT PORTION LYING WITHIN A PARCEL OF LAND O~SCRIBEO AS FOL tows: IIEGINNJ!--lG AT POINT 7 OF 5AIO LOT •GH WHICH P'JTNT IS ALS1J SWN"I AS POINT 14 OF LOT 11F 11 ON 51\lfJ M~fl NO. B?.3; TH~'NCE ALONG me 111:)RTl·IEI\SHRLY LINE 01' Sl\lll L.OT 11G11 SOIJTH 51°0'.PS5" EAST -REC:OIH> SOUTH 5lO 0,1' t:I\ST-l042.Z7 fl:ET: THENr.r: AT Kl GIH ANGLF.S sr.uTH )!)0 56'05'' ~EST, '•4:J.5 / FEEi: Hil;l;CE AT Rl(;lll ANGLES, NrJRTH 5l 0 03 1 55" WEST, l24l.27 FEET, lo\'.lRE :1R LESS, TLl THE N'lRT~WESTERLV LINE Of SfllD LOT 11G11; fHEl',Cf. I\LO,~G 5/IIC NQIHt,WESTERLV LINE "IOitTH lo3"11,'36," EAST, -REC0/10 NORTH 62°00 1 EAST-48).43 FEEr, MORE UR LESS, TO THE f'Ol~l 01' tll;CilNNl"lu• PUCEL 2: AN F.~SE:-IENT Fl)( sew'ER PIPl:LJNeS A~O (l;CIOENTAL l'IJRPCSES. A STRIP OF LA/iO 20.00 ff;tf IN WlolTH, OEING 10.00 FEET ON EACH Sl!lE 1JF, ANO ,'iEASUREO AT RIGHT ANGL.ES TU, Tlil: FQLLOWl"ll, DESCRIBED CEI\TEI< ll~E: EASE11Et,T "A": I\F.GINlll'lG AT ftlE INTE~S~CTION OF Tt'E CENTER LINE OF RO/ll) SURVF.Y No.·1534 WlfH TliE SOUTHWESTE11LV [lCllJNCAR'i OF ri;e LANI) SHU-41\J ON 1UCUR1J OF SIJRVl;'f MAP NO. 64•H -SHEET 2 OF Z-AS FILEC IN fHE OFFICE OF COUNf"' ll.ECOR:>ER OF SAN OIEGrJ COUNTY, Sl\10 INTERSF.CllC'.N !!EING A POlNT 'IN II 1200.00 FOOT KAUIUS CU;t'lf:, Cn"IC,\VE snur,11,1:~TERLV; A 11.AOlt.L LINE TO S610 POINT ~Eo\RS NOil.TH ?,f,•~q,33" cAST; THENCE sourHEASTEll.U ALONG SAID CllRVE Tl"ll.OU(ili A CE!--lTRAL 41!GLE 'uF l3"31,'46" AN ARC OlSTAIICE OF 494.Slt FEET rlJ A POIIH HEREl~HTER REFERR•rn TO AS POINT "A"; Tlif.NCE TAl-,GENT TO SAIi) CURVE SOUft, Jll0 B'41" HST ~Yl.64 F~ET TU THE AEGINNJNG OF A TANGENT 1200.00 FODT RAOllJS CURVE, CCNCIIVE N(JR HIEI\STEltLV: THFNCE ALUNG St.ID CUHVE THRnur.11 A CENf~AL ANGLE OF 41)6 02 1 34 11 AN ,MC ntSThNCE OF IP),7.t, FEl:T: THENCE TANGENr ru SAID CURVE SOLITH Ill)• \(If 15" F.AS r 1115. 00 FEET Tll TliE rnue POINf UP OEGl:>IN ING; TIU:NC[ snurn 111°13 1 45'' "IESf ;!50.00 FF.ET, 11.!IRE (JR U:SS, TO THE CENrrn LINE 11F fHAT CER.TI\IN 10.00 FOOT WIOE EASEMENT TO l)UEN~'. SANITATI/J~ l)J srn1cr iUCO~l)ED JI\NU.111\V 5, ICJ1i5 KECO~OEK 1 S FILE NO. 1288·< EASEMENT "B"s BEGINNING ,\T ntl: 41!CVE 11ENTinNEO Pl.)INT "A"I THENr.E SOUTH so 0 2t,'lq" WEST, LOO FF.ET, MORE IIR. LESS, TO Sl\10 SOUTHWESTEKLV dUU"IOAHY UF tl(CCtW OF SU,!VEV MA!> ND. 64•D. ITt.11 IINI rt, •ltlll l♦t•rtal NIU) ', i--·-. l · • I EASEf,IENT "C": 6EGINNING I\T THE t.13C\IE "IENTlllNEO POJ°'H "411 , rtlEl\tE 0 SOUTH 3CJ 0 H•4l" EASf 19l.(14 FEF.T 10 THE 13fG!NNING OF A Tl\liGEl'iT 17.00,,)0 fOfJT R40ll,S CURVE, CQ,'ICAVE NllRHtF.ASTER.LY; HiENCE ALO~G SAIC) CU'\VE f!P{lJlJGH 4 CEIITRH ArlGLE CF 0•001 00•1 ,.._ r.RC 1)1 STANCE OF 1005.Jl: THENCE LEAVING ~""' CURVE 0"4 A PIIOl,CN(;IITION oi: A 111\f)l.t.L LINF. SOUTH ~-~61 1';" WEST"-CIS14NC.C or-IC,0,00 FEET, MORE OR LESS, TC THE CENTER LINE OF TIMT CERT-\IN 10,v0 FOOT fllDE EASEl'E",T TO l\lJEN4 SANITATION DISTRICT RECORDED JANUAIH' 5, 196'.i RECORDER'S FILF. WJ, 1208, 10)5662· .. .. PAGE 0 ._._ lONDS.~1CIN IIOIIIIIIYM.IC • ~ ft--· WIMOIIQCXIU!m ..,.._.,..,.. Dlt. 27, 111111 (I) ('? ~ O') ,;r ~~ (b ... , ~ . ... --·- 409 RECORDING REQUESTED BY Fo~N df.(l.J AND Wll&N llEC0RDED, MAIL TO1 CARLSBAD AIRPORT CENTRE 2204 Garnet Avenue, Suite 102 San Diego, california 92109 At~ention, Mr, Dean Greenberg DECIJ>.RATION OF COVENANTS, CONDITIONS, AND RESTRIC'l'IONS CARLSBAD AIRPORT CENT~E SAN DIEGO COUNTY, CALIFORNIA ~ .i 'o m ::a I • 1, 2, 3. 4. 5. 7. TABLE OF CONTENTS Title DEFINITIONS , ••• • • •• , , , , • , • , •.•. , , ..... , •. , •• , , , DESCRIPTION OF PPOJEC~, DIVISION OF PROPERTY, ANP CREATION OF PROPERTY RIGHfS •••••••••·••••• 2 ,1 .Deecript'ion of Project • , , ••• , • , ••• , • , 2. 2 Di vis i ,on of Subject Property ••• , , • , •• 2,3 No Separate Conveyance of Interests •• 2,4 Annexation of Additional Parcels ••••• 2,5 De-Annexation of Parcel&••••••••••·•• ASSOCIATION, ADMINISTRATION, MEMBERSHIP ANO VO'l'ING RIGHTS •••••••••••••••••••• I •••••••••••• 3.1 Association to Manage Co111111on Area •••• 3, 2 Meroberahip ..• , •..• , ••...•.••• , , • , , , , , 3,3 Transferred Membernbip ••••••••••••••• 3,4 Classes of Hemberehip •··•••···••••••• 3 ,S Voting Require111~mts , , .• , , ... , , ....• , • 3. 6 Conuaenc·e111ent of Voting Right.a , • , •• , . , 3 • 7 Memberah1p Meetings •..•••.• , •...• , , . , 3,8 Board of Director&•··••••••••·••••••• MAINT~NAWCE ANO ASSESSMENTS 4,1 4,2 4,3 4,4 4,5 4,6 4,7 4-8 4 .9 '1, 10 4 .11 4,12 4,13 4 ,14 4,15 Creation of tl)e Lien and Personal Obligation of Asee•emente •••···••·••• ,Purpose of Asseearaente ••••••• , , •..• , • Regular Aaaeeen.ents •···••••••··•••••• Special Asaeealtehte •. , •.•.•...•..... , Capitol Improvement Aeeee~mente •••••• Rate of Aseeeement • , ••• , ••••• , , •• , , , , Date of Coinmencement of Regular Aaseeament·a and Pixing Thereof , • , ••• , Certificate of Paynent •• , •• , ••••••••• Duties of the Board •...•.•••.•.... , •• F.xempt Property •••••• , •••••••••• , , ••• Enforcement of Aase1u11111<11t. Ullli!Jullo111 Priorities, Di.acipline , , •••• , •• , , , ••• Payment of Taxes Aeeeseed Against common Arell or Peraonal Property of Association••••••·····••·•••••··•••·• Proration of Unsegregated Real Property Taxes , .••• , , •••• , .••••• , • , •• Proration of Segregated Real Property T&.>tea ••••• , •••••••• , • , •••••• , • , • , •••• ~ransfar of Unit••••••••••···•••·•••• DUTIES AND POWERS OF THE ASSOClATIO~ •••••••••• 5,1 5,2 5,3 5.4 Duties and Powers , •.. , , .... , , .. , . , , .. Maintenance of ProJect by Aeaoc1at.ion ..•....•.. , . , , , ........••• ~eeociation Easements , , , , • , , • , , . , , , •• owner's Default•••••·••····••·••••••• UTILIT1H6 ••••• •••••••••••••••·•••·•·•••••••••• 6,1 owner's Rights and Duties •••••••••·•• 6,2 Easements for Utilities and Maintenance , •••• , • , •• , • , ••••• , • , , •••.• 6,3 Aueociation'a outi.ee •••••••••••···• •• ARCHITECTURAL CONTROL , , • , , , , , , • , , • , , , , • , , , , , , , 7,1 Architectural Approval••••·•·•••••••• 7 ,2 Landscitping 1ipproval • , • , , , • , •• , , , •••• 7 ,3 Appointn:ont of Architectural CohlRittee Page ..!1.2.!. 2 4 4 4 5 5 6 7 7 7 7 7 8 8 8 8 g 9 9 9 9 10 10 10 10 10 ll ll 11 11 12 13 14 14 15 15 15 16 16 16 16 17 17 17 17 Article e. 9, 10. 11. 7.4 7,5 7 ,6 7,7 7,8 7,9 7. 10 7 .11 7 .u 411 Tnle No Liability . , , . • • • • • • • • • .. ,., •, • •,, • Notice of Noncompliance or Noncomplation •........ , •••••••. , •. , .. Rules end Reguletionst Guidelines •.•• variance& , ..... , •• , • , •. , , ••.........• Appointlnent and Deaignation ••·••••••• Review Fee and Address••••••••••••••• In•pection , . , .. , . , ........ , , , . , ... , .. G&neral Provisions , • , , , , , ••• , •••• , , • , Nonapplicability to original Const.ruction • , . , •. , •. , •..... , , , , • , . , • USB RESTRICTIONS •••••• I ••• I ••• ' ••••••••••••••• 8 .1 8 .2 8.3 8 .4 8 .5 8 .6 8. 7 e.e 8 ,9 8 .10 8,11 8 .12 8,l3 8 ,14 8. 15 8 ,16 8 ,17 8 ,18 8 .19 B .20 Permitted Uae■ ••• , ••• , • , ••••••••••••• No Residential uae ••••• , , , , • , •••••••• Nuiaanoaa , ••..... , ....... , , , .. , , •.... Oil Drilling end Mining ••••••••••·••• Antennas •• , • , , , , ••.•• , , • , , , ••••.•• , , • Anirna.ls ••• , , , .•.• , ..• , •• , , , •••..•••.• Rubbish, Etc. , . , , .................... . Vehicular Storage end Parking, Storage ..........•.............•.•. , outdoor Activitiee •••••·••••••••••·•· Condition of an owner'• Unit ••••••••• Liability of owners for Damage·•••••• MeximWII Sound Levels, Etc ••••• , , • , , , •• Waet.es ••••• , • , • , , • , ••••. , , , , ••••••••• Billboards and Signe • , ••• , • , • , , , • , •• , Air Pollution Guidelines ·····•••••••• Other Operatione and Uees ••••••••••·· Loading Restrictions ••••••·•···•••••• Metal Structures .. , , •.••..•... , •• , . , , Screening of Equipment••••••••••••••• No warranty of Enforc:eability •••••••• INSURANCE AND DESTRUCTION OF IMPROVEMENTS••••• 9 .1 9 ,2 9,3 Insurance , ... , . , .•••• , ...... , ....•.•.• Destruction of Improvements·••••••••• Condemnation ................ , , •..•..•. MAINTENANCE BY UNIT OWNERS•••••••••••••••••••• 10.1 10,2 GENERAL 11,l 11.2 11,3 11,4 11,5 11,6 11,7 11,8 11,9 11,10 11, 1.1 11,12 11.13 11.1-4 owner's Right an Obligation to Maintain and Repair••••••·•··•••••••• IJieputea , •....•.•• , •••....•... , , •.•.• PROVISIONS •••• , , • •• , •.. •, •• ,,, , , • •, ••• Knforce1nent , • , ••••••• , • , • , , .•••.• , ••• Neglioence and/or Willful Misconduct. severability ............. , .... , .....• Terrn • , •••••• , ••••••• , , • • •,,, •, •, • • • • • construction, .........•............. , • Alnendrnenta. , •• , .......... , ••. , , ........ . Mortgage Protection Clause,,, •••• ••••• Singular Includes Plural.,,.,,., •••••• Nuisance •••••••••••••••••••• , •• , •••••• Encroachment Eaae,nenta, •••••••• , •• ,.,. Nonliability of officiela,, ••.....•••• owner's ~aeemant of Enjoyment,,,,,,,,. owner' a Conpliance ••• , ••.... , ••• , .• , • • conetruction By Declarant ...•• ,,,,, ••• Page ...!.2.:. 17 18 18 18 18 18 18 19 19 20 20 20 20 20 20 20 20 21 21 21 21 21 22 22 22 22 22 22 23 23 24 24 25 25 27 27 27 28 29 28 28 28 28 28 29 29 29 29 29 29 30 30 i 1 ' 412 l>BCLARATION OP COVENANTS, CONDITIONS MD l\&S'l'RICTIONS CARLSBAD AlRPOM CDl'l'RE 61,N DIBGO COUN'l'Y, C,.L1POltN1A THIS l>ECLARA'UOli OF COVBNAN'l'B, 0011D1 IONS AND RESTRlC'tlONS (•Declaration•), is made oo ~-, 19 ~~ ' by (.~,.RLSBAD AIRPORT CEN'l'llB7' a caforn a l ted partnerab[p ("Declarant") with reference to the foll0111ing fact11 A, Declarant ie the fee owner of that certain roBl property located in the County of San Diego, State of California, 110re particularly described on Exhibit A attached hereto and mda a part hereof, together with any addlt1onal real property annexed thereto in the future under this Declaration ( the "Subject. Property•), b, Declarant bas developed and improved or is in the proceaa of devaloping and improving the Subject Property by subdividing and constructing thereon cert.aln improvements which Declarant la •arketing aa a planned development according to tha uses set forth in Article 8 hereof, C, 'J'he devalopiaent ahall be generally known as "CARLSBAD AlRPOJt'I' CINTBE" and shall be hereinafter referred to as tbe "Project", Each owner shall receive fee title to his individual Lot and the lmproveinenta thereon (collectively the •unit•) as well aa a ~erehip in CAllt.SSAD AIRPORT C~TRE, owners .Association, a California nonprofit 11utnal benefit corporation, which corporation shall own fee title to and/or be responsible for the Common Area (as such term is hereinafter defined). D, Declarant intends by this document to iq:,oae upon the Subject Property mutually beneficial restrictions under a general plan of improvement for the benefit of all of the Units end tbe owners thereof. Declarant hereby declares that the Subject Property and all improvement.a erected thereon shall be bald, conveyed, mortgaged, encullbered, leased, subleased, ueed1 occupied, sold, assigne4 and i1111>roved, eubject to the folloving decl.aratiODa, limitations, covenants, conditions, reatrictlona, and easement&, all of which are for the purpose of enhancin9 and protecting the value and attractiveness of the Subject Property and all b,provementa erected thereon, and the Project, and every part thereof, in accordance with the plan for the llll)rov••nt of t.he Subject Property and ~h• division thereof into a planned development. All of the li111ltat.iona, cove,l&nte, conditions, reat.rlcUona, and eaaementa ehall conadt.ute covenants which phall run with the land and shall be perpetually binding upon Daclarant and it.a euocea110ra-in-inte1·e■t and assigns, and all parties having or aoquiring any right, title, or interest in or t.o any pek't of the Subject Pi:operty, and all inprovement.s erected thereon, or the Project. 052186/p•vUi ' ARTICLK 1 DKFlllITIOlfS 1,1 •Articles" shall 111ean and refer to the Articles of Incorporation of t.he "8aociation ae a111anded from t11ne t.o time, 1,2 •tuJa,Hmant" ahall aean and refer to that p0rtion of the coat of aiaintaining, 1111provin9, repairing, oper:-at.lng, and ~anaging the Subject Property •nd al.1 bproveMnt.a erected thereon (except for tllat l)llrt of each owner's bullding aa eet fort.b hare in Which ahall be the owner' a reeponeibillty which aaae&a111ent 1s to be pdd by eci.cm Unit aa deten1ined by the A11aociation, 1.3 "Aaaociation" &hall tnean and ref11r to CARLSBAD AIRPORT CEN'l'RE, OWNERS ASSOCIATlOII, a California Nonprofit Hutual benefit Corporation, the members of which shall be the owners of units tn t.h• Project, 1, 4 "Board" or •eoard of Directors" shall mean and refer to the governing body of the Association, 1,5 "lluilding Element" shall 11ean and refer to the bullding located upon any individually owned Lot in the Project, 1,6 "Bylaws" shall mean and refer to the 8ylaw1 of the Association aa ainended from time to time, 1,7 "COIIIIOn Area" shall raean and refer to all real property and the i11provementa thereon, including, withuut limitation, an·· private ator■ drain or sewer ayat.ama, retention basins, pal'lt~ays, entries, natural canyon areaa, all fill and cut. alopea adjacent to public at.reet.a, Special Landscaped ~reaa (as &!fined in Article S.1,1 hereof), inter11al private roac:1w11y1 and parking areaa, •ini-parka, median striga, greenbel~s, private utilities, open space and open space eaaall8nta, trails, bike paths and bike lanes, wa Us, alga■, monunienta and appurtenance• owned, leaeed, or to be 1111lntained, fr0111 time to time, by the Aaeociat.ion for the comion use and enjoy111ent of the Members, wblcb ehalJ. be that certain property deecribed on Exbibi t B attached hereto and 111a.de a part hereof. Any additional property to be designated•• •co111110n Area" shall be conveyed to the Association and/or described or referenced herein or in a Declaration of Annexation, l ,B •cOIIIIIOn Expaneee• shall mean and refer to the actual and estimated expenses of operating the Co,-on Area and the Aaaociation and any reaaonMble reaerve for such purpoa.ea as found and determined by t.he Board end all au• designated coMMOn expenses by or p11rauant to the Project OoC\llllenta, 1,9 "Deolarant• shall 111ean and refer to CARLSBAD AIRPORT CENTRE, a California limitud partnership, and it.a succeaaora-in- intereet:. and assigns, but shall not include 11e111bera of the public purchasing coq,leted Unite, l,10 "Declaration" shall n1e11n and refer to this enablln9 Declaration, l ,ll "Institutional Lender" altall mean and rE:fer to any bank, aavinga and loan association, insurance company, or other financial institution holding a recorded first 1nortga9e on a11y Unit, 1.12 "J..ot'' shall mean and refer to any particular parcel of land resulting fr011 division of the l>roject. according to law. However, "Lot• ahall not include real proi,erty owned by the Association, "Lot:." shall also 11ean any condon1iniun1e l,13 "Map" shell mean and refer to carlsbatl Tract No, BL- 46, Unlt No, 1 (or a portion thereof), b~in~ a aubdlviolon of a portion of Lot "O" of N.ancho Aqua Heclonia, in the County of San l)iego, State of California, according to map t.beroof Ho, 923,filed in the Office of the County Recor~er of son -2- ' 'Diego County, lovamber 16, 18961 end subeequentl.y recorded 1111p, filed in the county of San Di.4190, office of t.he county Recorder aa Map No, 11287, 11288 and l 1209 on July 16, 1985, and all amend1oenta thereto, which cover the Subject property or a portion thereof. 1, 14 "Ma111ber" aha 11 aean and ref et to a person anti t. led to membership in t.11e Aaecciation as provided l1erein, 1,15 "Mortgage" shall mean and refer to a deed of trust aa well aa a. mortgage, l, 16 "Mortgagee" shall ••an and refer to t'he beneficiary or a holder of a deed of trust aa well as a mortgagee. 1,17 •Mortgagor• shall Nan and refer to the truetor of a deed of trust aa well ae a J110rtga9or. 1,18 •awner" or "Own•r•u shall mean and refer to the record holder or holder• of title of a Unit in the Project, Thie shall exclude .persona or antitiea having any intereBt merely •• security for the perfot"Nnce of any obligation, l. 19 "Per1on• aliell meo.n and refer to a natural 1,erson, a corporation, a partnership, a trustee, or other legal entity. l .20 •PJaaae• &hall 11ean and refer to a particular parcel of property which ia or shall become put of the Project purauant to the reaordation of an appropriate Declaration of Annexation. the property described in bblbit A to thla Declaration ahaU. be cleemed t.o be the flret Phase of t.he Project and any parcel annexed to the property described in Exhibit A under a Declaration of Annexation ahall be deemed to be a eubaequent P'hAsa of the Project. Baab of the dlviaione of lancl aa al\01,fn on B1hibit. c attached hereto and 111ade a part hereof ehal 1 be subsaqHnt Phaae11 upon annexa tioi.. l , 21 "Project• ahal l mean and refer to the entire Sub2ect Property including all structures and i11prove~ents erected or to be erected thereon, 1.22 111/roject oocumenta• ehall mean and raf,.r to t.hia Declaration as it •Y be 11111Ctt1cled fro111 time t.o time, the exhibits, if any, attached hereto, t.he Mal-', the Articles ana B~lawa of the Association, and the rules and regulations for the Members as eatablisb,d from t'.me to t.11110, 1. 23 "Specific:: Pb,n" ahal l ffll!&n, with regard to any Phaee 11it11in the Project, that certain "SpocUic Plan• of developa1ent approved by th• City of Carlsbad, A capy of any approved Specific Plan is on file with the city of Carlsbad, l ,24 "Subject Property" shall uan and refer t.o the reaJ. property covered by thia Deglarat.ion {lncludln9 property anneied pursuant to thin DecJ.aration), and all impr0Ye11&nts erected thereon and ell property, real, personal, or mixed, int.ended for or uaed in connection with the Project., 1,25 "Tract." shall mean and refer t.o a portion of the Subject Property or of a Phaae for which a 111ajor aubdivieion map le recorcled. 1,26 •unit• el.all 111ean and refer collectlvely to the elemen~e of an individual Lot end tbe building in the planned developn,,1nt, aa defined ln Artie le 2, 1,2'1 •unit Designation• means the nua,ber, letter, or combin11Uon tltoreof or other official aeaignation shown on the Map, END OF Ak'l' 1cu: 1 ENT l'l'Lt:D UEFUUTlONS -3- I 2.1 '-R'l'lCLB 2 DBSCIUPTION OF PR0.71C'l' « DlVlSigN OF PROPERTY AHi> CREATION OF fROPBRTY RlGH'l'S Description of Project The Project oonaiata of the undel"lyl.ng Subject Property with the Onita and all other iinprovementa located or to be located lheceon, and includes all Phaeea annexed pursuant to this Declaration, 2,2 Divielon of Subject Prgperty The Subject Property la hereby defined as followa1 2 , 2 • l Y.!!ll,! Each of the Unita conaiata of an individually owned Lot and all itltprove•nta illOluding the Building Eltment 10C4te4 thereon, Title to the unit shall be held by the owner thereof aubject to the specific covenant.a, condition■ and reatric::t.lona aet fort1' in thia Declaration. Each Unit. ia subject to auch encroacbnlel'lta aia aay now exist or may be later cauaed or created in any nnner. In interpl'etlng deeds and plans, the then exbtJ.ng phyaica,l bOundariee of a Unit., whether in its original state or reconstructed in aubatantial accordance with the original plans t.bereof, shall be conclusively preaumed to be its boun4ariea rather than the boundarie1 ekpreeaed in the deed or plan, r99ardle■a of sett.ling or lateral -.c,vaent of the building and reprdlaaa of Ill.nor variance(a) bet-ween tlW boundariee shown on tho plan or deed, and those oft.he Building Element, 2. 2, 2 Co.ion Aroa Lota and Connon Area That portion of the Subject. Proparty deecrlbed on attached Exhibit B shall be be •coa11on Area Lota•, title to which shall be held by the Aasoclation, 'l'he Colnlaon Area (which includes, without. UtaU.ation, t.he COmlnOn Area Lota and the iinprc;,ve111enta thereon) shall be operated and maintained by the Aaaocl.ation for the uae and benefit of owners of Units in the Project, subject to reasonable rule■ and re~ulat.io1~ enacted according to the aylawa, Unleaa otherwise reatricted, each Unit owner 111ay use the co.non Area in accordance wit.h the purposes for which l.t. ia intended without hindering the eicerclae of or enc-roachi1t9 upon the rights of any other Unit ownera. l>eclarant shall reserve and hereby reserves in itself and it.a succeasora and eaaigna, aa well as ln the Aasociation and in all oth,r Owners, easements oYer and onto t.he Connon Area and over and onto the individual Lota up to the exterior p•ri-ter walls of each Buil~ing e1e•ent for drainage and encroachment 1iurpoeea and for ingress to and egre&1 fr0111 the CON1110n Area and euoh portion, of the individual LOta for the purpoae of completing inprovemente thereon or for the perfor111ance of neceaaary maintenance, landacaping, and repair work, and for em:.ry onto adjacent property in connection with the develop11911t of additional Phases oft.be Project, Declarant shall also reserve and hereby reserves in itself and ita auccesaore and aeaigha, for a five year period fr0111 the date of the initial recordat.1011 of this Peclaration in t.he Official Records of the &an Diego county, California Recorder, a right to reaaonably alter or 11odify the a iu and boundariea of the Phase I Collitnon Area Lota or other C01111110n Area coneiat.ent with the proper development of future Phaaea of tlle prq,ert.y described on attached Bxhibita A, B, and C. 2,3 No separate Conveyanc, of Intereats The foregoing intereata and exclualve easements are hereby eatabliahed. and are to be conveyed only with the respective Unit.a, and cannot be changed, except aa her1;1ln aet forth. Declarant, its aucoeaaor1-in-lntereat, aaalgne and grantees, CIOYenant and agree that the easemonle in the ColNIIDn -4- ,• .,., 418 Area, the Lota, and the Unit.a ehall not. be separated or eeparat.ely assigned or conveyed, end eaOh such interest and eitclueive easetMnt shall be deNed t.o be convayecl or enCUfllbered vit.h it.a respective Unit even though the description in the inetrument of conveyance or enculllbrance •Y refer only tot.be title of the Unit. 2.4 Annexation of Additional Parcels Additional parcel• nay be annexed to the Subject Property and beoome subject t.o thie Declaration by either of the following methode 1 2 ,4 .1 Annexadon Pursuant. t.o nan 'fbe property described in EXHIBIT C, or anr portion thereof, 111ay be annexed to and becOllle a port of the Proiect, subjoct to this Declaration, and eubjeot to the jurladiction of the Association, vlthout the aeaent of the Aaaociation or its Mehlbers, on condition thats 2,4.1,l Any annexation pureuant to this Bubarticle shall be 111ade prior to twenty-five (25) years from date of the initial recordatlon of this Declaration in the Official Records of the San Diego County, California Recorder. 2.4.1,2 A Declaration of Annexation ahall ~e reoorded by Declarant coveTing the applicable portion of the property to be annexed, Said J>eclaration shall incorporate this Declaration by refereru:e ana may contain euch ~lement.ary additiona and IIIOdificatione of the covenants and restrictiona contained in tbis Declaration as may be necessary to reflect the different Cllaracter, if any, of the added property, and as are not conaietent witll ~he ach8111e of this Declaration, 2,4.2 Anneution Purauant to Ae,roval Upon the vote or written assent of Declarant (While Declarant ia an OWner) and of two-third• (2/l) of the total votea reaidin9 in Me!ll,ers of tl,e Asaoclation other than Declarant, the owner of any property who deairea to add it to tbe scheme of thie Declaration and to subject it to tile jurisdiction of the Aaaociation, afty record a Declaration of Annexation in the manner ~e•cribed in the precedie19 Subarticle. Upon annexation of a new Plla■e, the annexed parcel shell bcc0111e eubjeat to thia Declaration wit.bout the neceseit.y of a11encUng individual 1eot.iona hereof, 'J'he ownere of the Unit.a in a preexiating Phase will continue to have the aa•e right• with reapect. to the uee of the Conlon Area located vlthin t.heir Phase, and will have a non-exclueive eaaement for acce1&, ingress, and egreaa for pe4eetrian, cycle, and paeaenger and delivery vehicle traffic, ae vell aa for vehicular parking and otherwise over and for reaaonable uae of the COIIIIOn Area located withia the new ~haae in accordance with the purpoees for which it is int.end~ witllout hindering the eiterc1.ee of or encroaching upon he right.a of any ot.har OWnera. owners of Unite ln the new Phase will have a non-excluaiva eaeement. for occeaa, ingrese, and egreee for pedestrian, cycle, and paeeen9er and delivery vehicle traffic, aa well a• for vebidular parking and otherwiee over and for reasonable ue• of any COIIIIIICm Area lac.tad within the new Ph•ae or wit.bin any preexiat.ing Phaae in accordance with the purposes for Which it le intended withOut hindering the exerclae of or encroaohing upon the tights or any other owners and will become Mallbers of the Aeaoclatlon, l>eclarant hereby reserves t.o itaelf, it.a suaceaeora and aaeigna, the right to, and agreea that it will, grant to the O\more of Unite in auy new or pre-exilting Phase, the non-exclusive eaeeaenta for accsee, ingresa, egreae, vehicular parking and otherwise, and reaeonable uae aa deacribed in thia ~aragraph. In addit.ion, Declarant shall reaervo and hereby reservea in itself and in ita aucceaeora ond asai,gne, a■ over and onto th$ ColMIOn ~rea and over and onto the individual t,ote up to tho exterior periater walle of each building Eluent in any new Phaae tor drainage and encroachRlent purposes and for iagreea to and agreH from the -5- • ;., ,11 common Area and ellch port.ions of the individual Lot.a for t.he purpoae of oomplet.1119 illl)roVGIIIGnta thereon or for the perfor1111Lnce Of nece1aary •intenance, landscapin~, and repair work, and for entry onto adjacent property in connection with the dav1l.op111unt. of addit.ional Phaaea of. the Project, 2 .s De-annexation of Parcels Any parcel annexed to the Subject. Property pursuant t.o the plan of l>eclarant, in accordance with Subarticle 2,4,1 above, ay be de-a1111e11ed by l)eclarant and re1a0ved from t.he Project. and the jurisdiction of thla Declarat.ion and the Aaeoclation ot any t~ae by the recordation of an appropriate Declaration of Pe-annaxetlon1 provlded that such de-annexat.lon ahall take place (1) before any Unit 1n the annexed parcel baa been aold by O.clarant to a IIIOllll>er of the general publlc1 (2) before ,ny vote baa been exercised on behalf of or with roepect to any auch Unit, ar.d (3) before any auch Unit. has incurred any aaae1111ent obligation to the Aeaooiat.ion, BND OF ARTICLE 2 BN~I~LE~ l>ESCRIPTIOII or PROJBC'l', DIVISION Oli' PROPERTY t AND CIIEI\TlON OF PROPBR'l'Y RIGHTS ' . '! AR'l'lCLE 3 ASSOCIATIOII, ftpMINlS'l'JlA'llON 1 MEMBgUHIP AND VOTING RIGHTS 3,1 Aa9ociation t.o Menage Commoll Area 'fh• 1111anageaent. of the CollllllOn Area shall be veat.ed in the Asaociation in accor4anca wlt.h t.he Bybwe, 'Ale Ownera of all the Unit• covenant an4 agree that. the adnlinietrat.ion of th• Pro~ect ehall be in accorclance·w1t.h th• proviaiOl!a of ~bla Declarat~on, the A~ticlea, the Bylaw■, and the rulea and regulation• of the Aeaociatlon, subject to the 1tandatds ••t forth in tbll Declaration an4 all applicable lava, regulation■ and ordinance• of any govern111ental or quaai•gOYll'llllenta 1 bOdy or agency having juriadiction over tlte Project. 3,2 M111becship 'l'he owner of a Unit shall a11t.out1caUy, upon becacaing t.ha OWnar of a111e, be a Mell11er of the Aeaoclation, and &ball reuin a Malllber thereof until auch t.lme a■ hie ownership ceases for any reaaon, at which till'le hls 118111ber1hlp in the Association ■hall autoaat.ically cease. Metlberebip ahllll be in accordance with the Artlclaa an4 the Byla~a of the Association 3,3 Transferred Meplberabip M■-berahip in the Aeaochtlon ■hall not be traneferrad, pleclged, or ali•nated in any way, except upon the transfer of ownenhip of t.he Unit t.o which it i1 appurt.enont, and then only to the nw owner. ~ny attempt. to •'ke such a transfer ie void. In the event t.he OWner of any Unit should fall or refu■e to tran■fer the .....a>erehip regiat.erecl in hie na11e to the purcl\aeer of hia Unit, the Aaaooiat.ion shall have the right to record the tnnafer upon it.a books and thereupon the 014 1119111bership out.at.anding in the n1111e of tbe aeller shall be null and void. 3. 4 Classes of Membership The Association ,hall have t.wo (2) classes of voting ineP1bersl1ip established according to the following vruviwioniu 3,4.l Class A Me111berehip Claaa ,. Members ahall be all Melllbers with the exception of Declarant. Claaa A Members shall be entitled to vote that fraction of one vute as 11 equal to the percentage interest. attributable t.o the Unit. owned by suc::h owner ae eat forth on the Percanta9e Jnt.ereat 9cbeclule ftttaohed hereto as Exhibit D and by this reference made a part hereof or on an appropriate e>ehibit to the Declarotion of Anne11at.i.on. ('l'he Percentoge Interest schedule baa been deton1ined by Declarant. approximating the square footage of •ch lot ln the subject. Property in relation to t.he aquare footages of all other lot.a in t.he SubjCM:t Property. 'fhe percentage allocation• are and ahal 1 be binding on the Declarant ancl on a 11 Owners. If the act.ual square footage■ are IIIOl:'e than three percent (31) (plus or 111inua) different than the approxlNted square footage,, the BQard shall rec0111Pute tba Parcenuge Intereot. schedule and the new Schedule shall thereafter be binding on the Declarant and on all owners. In no event shall the Declarant or an owner fall to pey it.a aneesmentl by rneon of a cliaagre8Jll8nt. w:lt.h either t.ho original schedule or the reo0111puted schedule. Jf II Unit ia owned by 1110re than one ( 1) person, each such person shal 1 b■ a mellber of the Aaaooiat.ion, but. they ehall colleatiYely have no 1110re than the fraction of one vote ao allOC6ted to t.helr Unit, 3.4,2 Clase B Melllborahip 'l'he Claaa B Me11mer shall bo Peclarent, The Claee o mellbar shall be entitled to ten (10) ti~es the Exhibit D fraction of one vote otherwise allocated to each Unit owned by Oeclarant, provided that the Claes b ••barahip shall cease end bo converted to Clase A aelllbarahip on the lv.lppening of the -7- ' ., . 419 ,earller of the following events, 3,4.2,l When the total votes outatnndin9 in the Claaa A 111,mberehip equals t.ha total votes outstanding in the Clas• 8 membership, 3,4,2,2 The oxpiratl.on of twenty-five (25) years from the d&.t.e hereof. 3. s Voting aeguirementa While there Are two (2) outet.andin9 claaaas of 1ae111berehl.p, any action b¥ the Aaaocl.ation which 111Uet bavo the &Pl>roval of the AalOCiat.lon 1119111bel"ahip bafOre beinc.t undertaken shall require the vote or written •••ant. of the preacribed percentage of each olase of _...,erahip, 3 .6 COtNnencement of Voting lligbta Voting rl.gbts attributable to any Unit shall not vest until an uee1■11e11t haa been levied against that Unit by the Association, pursuant to Article 4, below, 3,7 H8111berah1p Meetinpa Regular and special meetings of members of the Association shall be held with the frequency, at the ti■e and place, and in accordance with the provisions of the Bylaws of the Association, 3,8 Board of Pirectore The affairs of the aaeoclation ahall be mana~ by a Board of l>ireotora, which shall be eetabll•hed, and which shall conduct regubr and special meetings according t:c tbe provisions of the Btlawa of the Association, ENI> OF ARTICLE l EN'l'ITL.SD ASSOCIATION, ADMINIS'l'RATION, MEMBERSII IP ,_ND VOTING RIGHTS -e- .. ' 420 ARTICLE 4 MAlHTEIIAMCE AIJO ASSBSSH8N'l'S 4 .1 Creation c,f the Lien and Peraonal Obligation of A••••••ents Declarant, for each Unit owned within th• Vroject, hereby covenants, and each owner of any Unit by acceptance of a conveyance therefor, whether or not it shall be ao exprHaed 1n •vch oonveyance, b deeased to covenant end agree t.o pay t.o tbt A•aociaiion, (1) regular IIIOllthly ••".••ment• or cbargee, (2) epecial a•••••ment•, and (a) capital i11proveaent aeeeH111enta for capita! i11Prov•ent.e and unexpected expeneea, All auch ••••••mente are to be eatabliehed and oollect.41d aa provided herein and in the Byl•w• of tbe Aaaocibt.ion. 'l'he 110nthly, 1pecial and capital hlprove•nt. •••••••nta, together witb interest, CQate, and actual attorney•• fees, ehall be a dulrge and a continuing lien upon tile Unit against vhicb ••ch a11••••nt is made, t,he lien to bec011e effect.ive upon recordation of a notice of a1eeaa111ent (notice of default ancl dellllnd to cure). Bach euch asaeHinent, together with intereet, coat•, and actual attorney•' feee, eball alao be the peraonal obligation of the peraon whO wae t.he <>vner of aucb Unit at tbe t.lN when the aaaeaement fell due. No Qlffier •Y exempt hlllleelf from liability for tbe aae .. 11111ents provided for h•r•in nor releaae hie Unit froa the liens alld charges bert,0f by waiver of the use or enjo)'lllent of any of the Coa.c>n ~rea or by abandoniaent of hie Unit, 4.2 Pu,;;pgse of baeeamentJJ The a .. ea8ffl8nt.a levied by the Aaeociat.ion shall be used eaoluaively to promote the recreation, health, eafety and welfare of all the OWnera in the entire 1•roject for tl1e improvement and •intenance of the CollllOh Area for the common good of the Project. Annual aaaeesunte shall include an adequate reeuve fund for •intenance, repairs and replauement of the common Area. 4,3 '-!99 ler Aaeea11111e11t.a. 'l'ha &11>11nt of regular aa1e••••nt1 ahall be deter•iMd by the Board purauant to thia Declaration, th• Article■ and Bylaws after giving due COIUlideratie>n to tlle current maintenance coats and fUture nee4e, including the build up of reserve■ for worlting capital and cont.inqenci-■ of the Atsaociation. 'l'he regul.ar aaeeHment.s ahall be paid on a fflOnthly t,aaia. U the Board d•terminea that the estimate of tot.al char9aa for the current year is, or will becOllle, inadequate to meet all current expemea for any reason, it ■hall then detel"llline the approxilllate a110unl of such inadequacy and iaaue a supplement.al estimate of the com1110n expeaaee and deter11tine the revieed amount of regular aeaesamenta due from eacb Me11ber, and tht1 date when rl1u!i. U the a1110unt. bud9et.ed to -•t. o~n eitpensee for any ~riod proves to be exoeseiv• in light of tllo actual OOIIIIIIOn expen•••• the 806rd in 1~• diacretion lllllY, by raaolution, reduce ~he amount of tbe re9ular aaaeasmenta, Special oeaesaN11ta shall be levied by the hoard agalnat a Unit to reimburse the Association fora 4,4.l coats incurred in bringing an owner and hi• Unit lnto compllance witb the provisions of tllie Declaration, tho Articles, tbe Blflaws, or the rulaa and regulations; 4,4,2 any other charge dea19nl.\t.ed as a •pecial assessment in this peclaration, the ~rticlaa or Bylaws, 4.4.3 attorneys' fees, interest and other charges relntlng thereto aa provlded in this Declaration, I ;., 421 In the event tbe Aaaociation un4ertake• to provide materials or · BBrvices which benefit individual Unita and wllich can be accepted or not by individu•l ownera, such owner. in aocepting Bllcb 111ateriala or services agree t.llat the coeta thereof shall be a special aaeeeament, 4,5 Capital 1111provaaent rtsaeBBnienta In addition to the regular aaeeaainenta an4 special aae••••nte, t.he Aa■oc:lation may lAvy ln any calendar year, an aaaeae111ttnt. applicable to that year only, for the purpose of defraying in whole or ln part, the cost of conat.ruction, reconatruotlon, repair, or replacement (other than-due to deatnictlon) of any capital improveaant upon the co111110n Area or to defray any unanticipated or andereetiaaated expense or other action or undertaking nornially covered by a regular aeeeaament. 'l'he illl(>Oait.ion of a capital i111Jrove•nt aaeeaement in a sum in exceea of $100,000, ahall require aprruval by vote or written consent of Members entlt.led to exerc ae not leaa t.ban tbree- fourtha (3/4the) of the voting power of t.he rwnabcarsbip. 4.6 Rate of 11.eaeae•nt Each unit, including Units owned by J>eclarant, aball bear a fractional •hare of each aggregate regular end special aeaeeeaent according to the allooat.lona set forth on Exhibit. D at.teched hereto or on an appropriate exhibit to t.he Oeclaration of Annexation, (The appropriate exhibit t.o the Declaration of Annexation shall be deteralned by approximatin9 the aquare footage of each lot in each covered Phase. 'l'h• percentagiet allocatione shall be binding on the Declarant and on ell ownera ln all covered Ph••••• lf the actual equare foota9ea are 1110re than t.htee percent (31) (plus or 111inua) different than the approxi•at.ed square foot.ages, the Board shall rec011pute tl,e Parcent.a9e interest Schedule and t.he new &c11edule shall thereafter be binding on the Deolarant and on all owners. In no event e11all the Deolorant or an owner fail to pay ita aaseH111enta bf reason of a dieagreeiunt with elt'her the original Schednle or the ncOlllputed Schedule. Ptddltlonally, special l:ltti,UIIIHIIUIILlt 11111y llu hvlud IAIJ .. lllut.. Jmllvl,111,11 111111,, fota dieciplinai:y re•aona, ae provided in Subartiale 4. 4, 4.7 Date of C01111Uncement of Regular Aaaeeamenta and Fixirn, Thereof The regular aaeeae•ente provided for herein shall 00111-nce as to all Unit.a in the Project on the first day of the month followi11g the close of escrow for the sole of the firet Unit i.n the Project. or at euch time before or after such first. day of aaid NC>nt.h as Declarant deeu appropriate in Deolarant'a good faith bua1neaa dlacretion. D11e dat.ea of aeaoaa111enta shall be tho firat of every J110nt.h, No notice of such aaaees1nente shall be required other than an annual notice aett.ing fortl\ the amount of tlle monthly aaaeaa■ent. 4,9 Certificate of Pay111ent 'l'lle Association ahail, upon deaand, furniah to any owner liable for aaid asaeeaMnt, a cc,rtiUcat.e in writing e igned by an officer of the Aaaociation, .et.Ung forth whether t.l\e aeaeHunte for a apecified Unit have b&en paid and the a1110unt of the delinquency, U any, A reasonable charge 111ay be 1nad• by the Board for the ie■uence of theee certi fioalea. such certificate ahall be concl.ueive evidence of payment of any aeaeas111ent tl1eruin stated to have been paid. 4,C) Duties of the Board TIie B~rd aholl fix the a810Unt o( the regular aasaeement a9ainet each Unit for each fiscal year at Least thirty ( 30) days before the com1Mt1Ceaent of such year and ahall1 at that tin1e, 1>reparo a roatar of tile Unite within the S\lbjoct. Pro1>erty and regular asseeumants applicable thereto which ehaJ.l be kept in tile offiae of t.he Association and ehall be ot>en to inspection by any owner during noraoal buairiesa hours, Wrltt.on -10- ' .... •' ., .. 422 notice of the regular aaaesernante eball be aant t.o every owner subject thereto at least fifteen (lS) days before tbe c0111111encemant of each aucb year, Th• Board shall fix the amount of all «.pital improve111ent a&eeseinenta at leaet. t.hbt.y (30) day■ before the date auah a1aeae111Mte shall 1>ee0111e due and shall 9he writ.ten notice to each OWner aubject tbereto at least fifteen (15) days before the data t1ucb aaeeea11enta shall become due, 4,10 &xeg,t Property AH proper'ty dedicat.ed to and accepted by a local public authority ahall be exe1119t from the ........ nte created herein, unleee the 11111intenance reapon•ibility of ■uch dedicated property i ■ not. accepted in full by the local authori t.y in which caae eucb dedl~t.e4 property ehall not be exempt from the aaaessment.1 created herein, 4,11 Enforceeaent of Asae•a•ent Obligation, Prioritieai DbcipUne l f any ~rt of any aaseaa•nt ie not pdd and received by the t.aeociation or it• desitnated agent. wit.bin fifteen (15) daye after the due date, an aut.011111tic lr.te charge of ten percent (101) •hall be aaaeHed and •~itlonal ten peroent ( 101) 8111118 ehall be ae■ee•ed for each inont.b or fraction thereof from the due date until the •••••-nt alld all lAte charge• as-a paid, Whan a notice of aaaee&a1ent (110tice of default and d&11and t.o cure) h•• been recorded, each aeaaeamient shall aonetitute a lien on each respective Unit. prior and superior to au other liene except all taxes, bol)da, aaaeH1111tnta and other levies Which, by la, would be superior thereto. such lien, when delinquent., 111y be enfor:ced by aale by t.he A·aeociatlon, it• attorney or other pereon authorised by th~• Declaration or by lw to 111ake tbe sale, after failure of t.'he 01otner tu pey auoh aeeeaawieut., in accor&lnce wit'h t.be provieiona of Sect.lone 1356 and 2924-2924b of the California Civil Coda, applicable to tbe exeroiae of powera of eale in .-Ort.gages and deede of truat, or in any ot.ber manner r•r111it.t.ed by law, 'l'he Association, acting on behalf of the Un t. ownera, •hall have the power t.o bid for t.be Unit at. the foreclosure sale, and t.o aoqulre and hold, lease, ■ortgage and convey t.he same. suit to recover a money jud9ue11t for unpaid COIIIIOn expense11, rent. and attorneys' fees •hall be 111a:lnt.ainable without foreclosing or waiving the lien securing the aa111e. Th• lloard •Y impoese reasonable 111011etary penaltiee including actual attorneys' fees and ooeu and may temporarily suspend the Assocletion memberabi.p right■ of a Unit Owner who la in dt!fault in pa~nt of any aasoaament, 11 Cter not.lee and hearing according to the Byla\1111. 4 .12 Pay111ent of Taxes A11aeaaod Againet Collll\on l\rea or Person~l Property of AfBOCiation In the event that any tax•• are aseeeaed etyainat t.he COIIIIIOn r.rea, or the pereonal property of the Ae10ai.ation, rather than agai11St the Unite, sa1.d taxes ahall be b1oludad in u,e asae1BR1ente allde under the provisions of tbie Article, and, if neceaaary, a epeclal •••••saant taay be levied against the Units in an a111011nt equal to eaid tallea, to be paid in two instalb1&nta, thirty (30) days prior to tbe due date of enob tax instal llnent, 4, 13 Proration of Unsegregated lleal Property Taxes 4,13,1 If real property taxee are prorated by Declar•nt t1lro1uJb escrow in connectioa with the conveyance of any Unit at a ti11• when the actual taxea attributable to euch Unit are unkaown (where such actual t.exee will be unknown at. the time eacrow cloaee) and lf the t.u bill le t.o be an ~r~aud10 or "blanket• biU cover1ntJ· t.he Project., Declarant ehilI-IRG e a good faith eatillate of the real propea:t.y t.•Kea applicable to each Unit. and esci:ow ahal1 111ake the prorati.on baaed on thia good faith eatimata. Upon receipt. of the "unaegregated• t.ax bill after close of e1ecr01r1, any adjuet.111tnta -11• ' 423 • •hall be •de outdde of eacrow by 1Htclarant. and the owner of the unite with the Aeeoc lat.ion'• cooperation. 'l'he uaociat.ion •hell pay before deU.11Que1ll.-y the entire •unaegreyat.ed• tax bill for the P~ojer.t, Following the iaauanoe of the unaegregat.ed• tax bill, and .!l!!!!!!tdiatelf after tM Asaooiatlon baa determined each ownei· 'a proper t.ax •• hereioftn prQvided), each owner ahall pay t.he entire tiuc. for each OWher•• Unit. to the AelOOiotion in order t.hot. the A1eociation IGI.I.Y e11tlefy th• "unaegregat.ed" tax bill before delinquency, Each owner for hi■aelf and hia aucceeaors hereby covenant.a and agree• that the right of the Aaaociat.lon to collect the taa •Y be enforced by any of the prooeduroe duoribed in tbia Article 4, 'l'he "uneegregated" t.ax bill shall be equally divicJed a110ng the owners, 4,13.2 Unleea the Oeclarant•• good faith eat.lute ia exact, the Deolarant. and the ovner shall pr0111pt1y furniah t.he Aaaociation with their cloalng e~tementa as proof of the proration of the •111111$.lregated" taxes through escrow, The Aaeociatlon aball t.hen pro111pt1y dete.nnina the difference between the a.ount of ta1Le1 charged to the o.tner at the oloee of escrow ( "ownen Char99") and the OWner' • actual share of taxea baaed on tbe •unaegrogat.ed• taa l>ill (•OVnen 1'0t.u11.1 share"). If tbe ownec' a Charge aitceecla the owner'• Actual Share, the 1'eeociation shall pay eueh exaeae to the ovnar, and the Declarant eball i...,diately reialburae the Aa10<11atlon for all such pay•enta. If tbe OWner • a Actual Share exceed• the owner' a Cbaf9e, the Aeaociat1on aball imlle4i•tely pay the amount of auah oxceea to Declorant, and aball thereafter levy a epeoial aaHaa~ent egainat the OWber and hls Unit for reiabura11111ent of such payment. 4.13.3 In the event further "una•gregated" tax bLUa are iaaued or •unaegregated• inatallmonte bec011e due following the aale of Unite, the l\llaociation shall be ra■ponsible for the payment thereof prior to delinquency but shall have all right• eet forth in thia Article to collect fro~ each owner euch owner 1 • proper ahare of the "unsegregated• bill or •unsegregated" inetaUaient. 4,14 Proration of Segteg&ted Real froe,rty 7axea 4 • 14. 1 1f ree.1 property taJCea are pr:orat.ed by Declarant through escrow in connection wit.'h the conveyance of any Unit at a tillle when the actual tue• att.ribut.able to aucb Unit are unknown (where auch actual taxea will be unknown at the tinte escrow cloees) and if the tax bill is to be a •segregated" or •indivlcl,ua1• bill covering the Unit., the Declarant eh&1l.l make a good fi.ith eeti•ate of the real. property taxes applicable t.o tbe Unit and escrow sl\all aoake the proration boeed on thia good faith eati!late, Upon receipt of the segregated• tax bill aft.er close of eacrow. any adju1tments 1hall be .. ae out.aide of escrow by oeclorant ano t.he owner of the Unit wlt.h the Aaaociat.ion' s cooperation aa provided ln Article 4,13,2■ The owner shall pay before delinquency the •aegr~ated" tax bill for t.he Unit, 4 • 14, 2 Unloes the Dec la rant.• a gOOd fai t.h estb1ate ia eicact, the Deolarant and the OWner shall pr0111ptly furnish tbe Aaaociation "1th their cloaing atat•enta ae proof of the proration of the •eegrevat.ed" t.a,ccie through escrow, 'l'he Aaaoclation eball then promptly determine the difference between the amount of taxes charged to the owner at the close of escrow ("Ownura Charge") and tbe owner•• actual share of taxes baaed on the "aegregatocJ" tax bill ("Ottners Actual Share"), If the Owner's Charge oxaeeda the OWner'a 1'ctual Shara, the Aaaociation shall pay auch exceea to the owner, and the Declarant a'hall innedlately reimbure• t.ho Aa.aoc1at1on for all auch pay,aenta. tf the OWner•• Actual Shara exceeds tbe OWner•s Charge, the Aaaociation shall illnnedlate1y pay the al!IOl.lnt of such excess to Declarant, and shall thereafter levy a apeoial aaaes1111ent against the owner and hla Unit for reilllburaement of euch papent. Each owner for himaelf and hit sucooeaon hereby covenant• to roi•burae the allOllnt of any auch exceas to the Aaoociation, and agreee that the right of the Aeaociation to c. 424 collect auch eices1 ui 1>e enforced by any of the procedure• described in thi• Article 4. 4,15 Transfer of Unit Sale or transfer of any Unit. •hall not affect. the .... •••111ent. lien. ffovever, t.be eale or t.ranefer of any Unlt pursuant to Mortgage foreclosure including t.be aiierclae of a power of eale or judicial foreclo•ura or acceptance of a deltd in lieu of said forecloturea (oollact1vely "Tranafer") involving a default. un4er a first Mort.gage ehell extin9ubh th• Uen of •uch aaa••••nu u t.o payment.a whieh bec:uie due and payable prior to •uch franafer (exc•pt. for aa•••tment liens recorded prior to the Mortgage). No transfer abaU relieve such Ualt fro111 liability for any aaae•••en\a t.hereaft.e,: beo011ing due or frot1 the lien thereof, Nhere t.be Mort.gaga• of a firat. Mortgage of record obtain• tit.le t.o a unit•• a reault. of any such Tr .. n1fer, •uch Mortgagee ahall not be 1iable fo,: the unpaid duee or charge• of the A•BOt:lation chargeable t.o auch Unit which acaruecl pdor to the aaqulait.ion of tltle to •uch Unlt by such Mort.ga9ee. S\lcb unpai4 dues or charge• eball be deeMd to be cOMOD e11panaee collectible fron all of the Unite including such Mortgagee, tn a voluntary converance of a Unlt tlie grantee of the aaMe eh&ll b• jolnt.ly and severally liable with t.he 9ta11t.or for all unpaid aa■eseNnta by th• Aaeociation againet the latter for hi• share oft.he cC1111110n expen••• up to the ti•• of the grant or conveyance, wit.bout prejudloe to t.be grantee'• right. to recover from the grant.or the amount.a paid by the grantee therefor. However, any aucb grantee ahall be entitled to a •tatement from the AeaociatJon, tatting forth the IUIIOUnt of the unpaid •••••• .. nta duo the Association and euob grantee ahall not be liable for, 11ot ■hall the Unit conveyed by subject t.o alten for, &bf unpaid a1aee1tnent. made by the Aasociation againet the grant.or in e1cea1 of the amo\int aet forth in the statement, provided, however, the grantee shall be liable for any eucb a••••••nt becoming due aher the date of any euch etate-nt, END OF AR'l'ICLg 4 ENTITL&O MAIN'l'ENANCt AND ASSESSMENTS -13- ' I\RTlCLE 5 DUTlES AND POWERS OF 'l'llE ASSOClATlQll 5,1 DUt1es and Powers In addition to the duties and powers enumerated in its ~rticles and Bylaws, or elsewhere provided for herein, and without li111itioc3 t.he generality thereof, the Asse?;_Ciatiq_n shall, 5, 1. l Maintain and otherwiee manage all of the COlllnOn Arn (including, in addition, that area un tho individual Lota located between the COlllll'IOn Area boundary and t.be exterior perilteter wall.,s of each Building Eleraent) and all facilities, iiaprovernenta, furniahing11. equipment, and land8caping thereon, and all property (real and personal) acquired by the A111oc:iation, Tbe Aaaociat.ion'e respomsibilit.iea hereundor shall also include the aaintenance and ■ana9ement of tne mini-parka located on the Subject Property ea vell as certain apecial lt1nd1caped streets and other landecaped areas (the "Special Landscaped Ar4!aa•) in and around the Subject Property and adjacent. property, ae generally described and depleted on Exhibit E at.teched heret.o and by this reference made a part hereof, The Special Landscaped Areas include certain landscaped streeta identified in the Specific Plan, Jf at any time the Association fails or refuses to maintain or manage the Special Landscaped l\reas as provided herein, the City of Carlsbad may perfora, such duties (but 1a under no obligation to do so) at the sole cost and expense of the Aasociationr 5 .1 .2 Hove the authority to obtain, for the benefit of all of the Co111110n Area, all water, gas and electric oervices and refuse col 1.cctions, and, in addition, refuse collection for each Member's Unit. Each owner is responsible for obtaining and paying for all water, gas and electrical services for his Building Element; 5 ,l. 3 Grant eaeementa wt1ere necessary for utilities am.I s<..--.,cr IuciJ.i ties over t.he Co11t110n Ar ea and Luta to ecrve t.lle Common Area and the Units, 5,1.4 Maintain such policy or policies of insurance as the Doard deems necessary or desirable in furtheriny tho purposes of anti protectlny the interests of the issociation and its Hembers1 provided, however, the Board shall make available to the owners a complete inventory of it1eurance carried by the Aasociatlon and will notify all <Mnera of any chan9es in covera9e that may affect. the insurance needs of the owners: 5,1 ,5 Uave the authority to employ a 11anager or other persona and to contract with independent contractors or managing a9ents to perform all or any part of the duties and responsibilities of the AeBOciationr S,1,6 Have the power to establish and maintain a working capital and contingency fund from regular aasess~ente in an an1ou11t. to be determined by the Board1 5, l • 7 Ila ve the power and duty, subject to the right.a of t.he Declarant as provided herein, to enforce the provisions of thls Declaration 1Jy appropdate meane, includiny without limitation, the expenditure of funds of the Aeaoclation, the eNploy111en~ of legal counsel and the c0111111enceinent of actions1 5,1,B Pay any real and pereonal property taxes and other charges 868eseed t.o or ptlyable by the Association, 5,1.9 Adopt. reaaonable rules not inconsistent 1111th this l>eclaration, the Articles, or the Bylaws relating t.o t.he use of the Co11111011 /\rea and all facilities heL'eon, and the conduct of owner& and their tenants and gueats with respect. to the Subject Property s.nd other ownera, and 5,J.,10 Adopt and implement a reg~lar street cleaning progrMI in order to 111ini1dze pallut.ant runoff from internal -14- ' .. ., .. 426 private roadways and parking areas related to t.he Project, Maintenance of Project by l\aaoclation The I\Baocintion ahall provide malnter1ance antJ repair of all l&ndecaping, drainage, flood control ancl parking facilitlea on t'he co11111on Area. ,.he Aeaociat.ion shall ulntaln t.he retention basins whlch have been conat.ruoted in the co111110n Areas throughout tbe property. 'l'he reaponeibiUty of the . Aeaociation for iaalntenance and repair shall not extend tc, tlle coat and expense of repair• or r.place•nts arising out of or caused t,r the willful or 1199ll9e11t act or n119lec:t of an owner, or hia guest.a, tenante or invitees. 'l'he coat. and expense of repair of replacement of any portion of the ca.aon Area reaultiruJ fr0111 such excluded it.8llla shall be the reaponalblllty of auch owner. 'l'he Aeaociation aha11 cauee such repairs and replacements to be Nd• at the owner's aole cost and expense and if an awner ehall fail to pay for auah repairs or replac:etaenta, the coat thereof (plus interest fr011 the date of payment •t the maxi.um legal rate) shall be added to the aasaaa•ente chargeable to ouch uni•t and shall be payable to t.he Aaeociat.ion by the owner of such Unit, 5.3 &seociation ~asements For t.he P\U:pose of perfor111ing the 11111intenance and manage11umt authorized by t.hls Article or for any other purlJOBe reasonably related to the perforaance by the Board of I.ta reaponsibUitiH under t.hia Oeclaraticn, t.he AaaociaUon (and its agents ond 8111J>loyees) ahall have an eas8'11ttnt over and onto a 11 port.ion& of t.he C0111111on Area, including, bUt not limited to, t.he special Landscaped l\reaa. 5. -4 owner 'a Ue fault. If there is a default by an owner under an owner's sublease agreement or under the Master Lease, the Association and/or the Declarant shall have t.he right (but not the obligation) to cure the default. for and on behalf of tbe owner a ncl at the owner' s aola cost and e:xpenee , ENI> OF ARTICLE 5 ENTITLED DU'rIES /Wl> POWERS or Tfft: ASSOClATlOl~ ' o\.R'L'lCLE 6 U'l'ILITIES 6 .1 C>Wller' e Rights and Duties The rl.ght• and dut.lee of the Owners of Units within t.he Project with reepect to utilities shall be as follows, 6.1.1 Mbenever Anit•ry sawer, water, electric, 9aa, teluviaion receiving, or '--laphone lines or connection,, butin9 or air-conditioning c<>n4uita,. duct.e, or flue• are located or in•talled within the Project, which connect.ions, or any port.ion thereof Ue in or upon Unite owned by otht11· t.han the OWl>er of a Unit served by eaid oonnectione, the owners of any Unit e•rved by aaid conneotione ehall have the right, and are hereby granted an eaeeaant to the full extent. neceasary tber•for, to enter upon the Unit.a or to have t:he uti ll t.y co.paniee enter upon the Unit• in or upon which ,aid connect.lone, or any portion thereof lie, to repair, replace and generally naintaln said connection, as and when neoeeeary, 6,1,2 lf!,enever aanit.ary aawor, water, electric, gaa, or telephone U.nee or connection• are located or installed within the Project, which connections eerve 1110re than one Unit, the owner of each Unit served by eaid coonection ■hall be entitled to the full uee and enjoyllllellt of such port.lone of aald conner.lion• as service hie Unit. 6,1.l tn the event of a dispute between owners with respect to tbe repair or rebuilding of ea.id aonneotiou, or with respect to t.he aharing of the coat llereof, t.hen, upon written requeet of one of euch wnen a4dreHed to t.h Asaociation, the matter sball be eublaitted to the aoard, which ehaU decide the dioput•, and the deaieion of the Board ehalJ. be final and c:onclueive on th• parties. 6.1,4 Bach Owner shall at all times be aotely reeponaible for the maintenance, repair, and insurance of his entire Building Element. 6,2 Basmacmte for Utilities and Maintenance Ea11e111ente over and under the Subject. Property ( including, without Uinltat.ion, the Spacial J.andec:aped Areae) for the installation, reprair, and 111aint.anance of aanltary sever, water, electric, .,as, and telephone lines and facilities, drainage facilities, wallcwaya, and landecaplng of the Subject Property, are hereby -reaerv.ed by Declarant ond ite succeseou-ln- int.er .. t. and aeeigna, including the Aseociation, together with the right to grant and tranafer the sa-. 6,3 Aaeociation's putiea The Association shall hlllintain all utility inetallat.iona located 1n t.he ColllllOn Ano except for those inetallationa maintained by utility e0111paniea, publio, private, or 111unicipal. The I\Hooiation ahall pay all. cha.rgee for utilities aupplied to t.he Project except tbose nt.erea or charged aeparatelr to the Units. BNP OF AR'l'ICLE 6 ENTITLED UTll,l'l'IES -16- ~u AICHI'l'BC'l'UAAL COlt'J'JlOL 7,1 Architectural Ag,roval Subject to t.he ex--,tlon of Declarant under Article 1.12 below, no building, fence, wall, ai9n or other etructure of any Und aball be cannienced, er•cted or maint1tined upon the subject praperty, nor •hall any eKt.erior addition thereto or change or alteration therein be IIHld• until the plans and apec1flcat1ona showing the nature, kind, ehape, color, aige, height, material• and looat.ion of the aeme ehall ~ave been aubllitt.ed ~o and approved or disapproved aeaordlng to a etandard of good faith discretion in writing ae to harmony of external 4ee1gn and location in relat.lon to surrounding 11tructurea and topography by the Architectural control COMit.tee ( "C01811ttee11) provided for henin. [n the event the C011111ttee 1 or it& designated repreeentaUvee, fail• to approve or disapprove the design and location wit.bin thirty (30) daya aft.er said plane and epeeiflcatlona will be deemed to bave b••n disapproved, All iaerovement. work approved by the committee eha1l be diligently CClll!Pleted. Any chan9ea or alterat.1one to plana and apecificationa approved by the CoRllittee, shall be resubmitted for approval aa though it. wae a new a\lblllaaion. No approval shall be required to rebuild ln accordance vith plane and apecUicat.iona previously approved by thO Conlllittee: not. ahall aubtliaalon of plane ancl specification& relating to nonai 111aint.enance (including, nut not limited to, repainting in accorclance with the original color sche111e) be required, 7.2 tandecap1ng Approval No tr.ee, buabee, ahruba, or plant.a ahall .be planted or installed until the plane and apeoification for the apeciea and placeiaent of any auc'h trees, t,uahee, shrubs or plants, and t.he irri9ation aystema therefor, have been eubmit.t,ed t.o and approved or disapproved according to a atandard of good faLt.h diacr~tion in wrlt.lng ~Y I.bu co-lltc:o, r.111,1 ('litnfl 111 autmitted shall ahow in detail the propoaed elevations an~ loeationa of said treea, buahea, ahruba or plant.a a11d irrigation 1y1tea for maintenance. All auch plane and spacificat.ione ahall Net. the roquircunents of the City of C4rlsbad. 7. 3 ApPOint.tnent of Archlt.ectural COllllllit.tee Daolarant shall inlt.1ally appoint the COIMllttee, coneiatlag of an odd number of members not lee• than three (3), who shall remain in office until, (a) fifteen (15) year• from t.he date of reoordin9 of this Declaration, or (b) all of the 1..'nite in all Phaaee have bnn conveyed by i>eclarant, whichever shall first occur, or (c) unleaa replaced by ecueone olae deaignated by Declarant in its aole and absolute diacret.ion. Prom and after euch time or event., ae the case raay be, the COhllllittee shall be appointed by a vote of the Board and shall be composed of three (3) or 1110re r111preeant.ativea. In the event. of the death or resignation of any 111elllber of the COIRlllUae prior to the ti111e when the Board 1e vested with the authority to a,PPOint. members thereof, Ueclarant shall have the right to appoint such member's auoceseor. 7.4 Ho Liability Plana and specifications shall be approved by the COIIIIIIJ.ttee as to style, ext.erior design, appearance and locations, and are not. approved for engineering dea-l9n or fo,: compliance with &0nin9 and buUdlng ordinancea, and by app,:ovlng such plane and apecificauone neither the Cotr111it.t.ee, tbe JIO!lbere thereof, nor Declarant aaeU11ee liability or responalbUity therefor, or for any defect in any structure conatruC?t.ed from euch plane and specifications, Further, neither Declatant. nor the Co111111ttee (or the m•bera thereof) shall be Uable in damages to anyone allbmitt.lng plans or apecUicat1one t.o t.het11 foe approval, or to any owner affected by these reetrletion1 by reason of mletake in judgeaont, representation, eXpreaa ot -17- ' C29 implied, negligence, or nonfea■ance ari1in9 out of or in connect.ion with the approval or 4ieapproval or failure to approve or disapprove any aucll plane or specUicationa, Every per■on who aUblllita plane or apecificationa, and every owner agrees that ha will not. bring any action or suit againat. Deolarant. tbe Colmlit.tee, or any of the member& thereof to recover any aucb dlllllagea, 7. 5 Mot.ice of Nonc9!Plia.nce or Nonca,,letion Hotwit.betanding anything to the contrary contalnod berein, after t.be e,q,iration of the lat.tr of one-(1) year fr011 th• date of iHuance of a building penit bY mniclpal or other govermnantal authority for any illproveaoenta or one ( l) year from the COlllll8h0eaent of conatruction of any i111ProY811Mfflte wit.bin the subject Property, ni4 illprovement eball, in favor of purchaaara and encumbrancer■ in good fait.h and for value, be deeMd to be in caapU.ance wit.b plane and apeclficationa approved by the Ca.lit.tee and with the rules and r99ulatLone established by the Coanittee, urueae 1t.etual notice of auch noneot1pliance and nonc011pletlon, executed by the Co•ittee or ita deaignated repreaentaUvea, aball appear of record in t.111 office of the county llacorder of San Diego, California, or unl.a■e legal proceeding■ ahall have been institut.e4 to enforce t:ow1pliance or completion. 7.6 Rllles and Replat.J.on•r Guitlelin"9 'l'he COlllllllttee ay fr011 time to time, in i ta aole and absolute dlecretion, adopt, amend and repeal architectural and landscaping guidelines, rulea, and regulation• interpreting and implementing the proYiaione hereof, 7,7 variance• Where circu1118tanoea, euch ae topography, location of property llnea, location of treee, or other matt.ere require, the Coanittee, by t.be vote or writ.ten consent. of a majority of the melllbere thereof, NY allow reaeonable Yariancea •• to any of the covenant.a, conditions or restrictions C10ntained in tbla Declaration under the jurisdiction of 1uch C011111itt.ee, on euah terms and conditiona ae it'. shall require, provided, however, that all 1uch variances shall be in k.-ping witb the gmeral plan for the i1111>rovement and developaent of the Subject Property. Such variances wlll be 9ranted on a caae-by-caae baaia, and issuance of auch a variance shall not set a precedent for issuance of any other variance. 7,8 ~ppointnient and Oeaignation The comraittee nay from t.ime t.o time, by the vote or written consent of a -jority of ite 1111mbera, delegate any of ite right.I or responeib!litiea hereunder to one or lllOre duly licensed architects or other qualified persons who aball have full authority to act on bebalf of •aid cc.ttteo in all matters delegated, 7,9 ~eview Fee and Addreaa Any plaoa and specificaUona shall be au'bllitted in writing for approval together with a reasonable processing fee •• aet by the Collllllitt.ee in ite good faith dhcretion, 'l'ha oddreBI of the Co1111lit.t.ee shall be auch place aa the Connittee 1118)' from U1118 to t.1me designate in writing, Such addreaa shall be the place for the sublliittal of any plane and specifications and the place Where the current rules and reguletiona, if any, of the COlllll\t.ttee ehall be kept, 7,10 Inspection Any member or agent. of the Committee ma)' £ram time to time at any reaaonable hour or hours and upon reasonable notice enter and inspect any property aubject to the juriad1ction of the committee ae to ita i11provement or maintenance in 0011pliance with the provisions her~of. -18- ,I "'. ., . 430 7 , 11 General Pf ovialona 'l'be lll&llbere of the Conait.tee ehall not be entitled to any ooapenaation for service• peufor•4 pursuant to thie ooveAant, 'l'he power■ and dutiee of the Colllwait.tae &ball ceau on and after fifty (50) yean frOIII t.be date of the recording of thia Declaration or Upon 199al teaaination of t.his Declaration, thereafter, the appNval 4Ncdbed b th!e covenant eba.11 not be raqulred unl•••• prior to ■aid date ancl effective thereon, a writ.ten inat.rumant. shall be executed and dull' recorded by a najodty of the owners of the Unit.a 11'1 all phaaaa appointing a repreeentative or representatives who ■hall thereafter exarciae the .... power• previously exercieed by the Coaaa1ttea, 7,12 NONlfPllcability to Original Construction The provleiona of thie l\rticle aball not apply to any conetl'UCtion, l.andaoapln9 or other lmprove ... nte by Declarant aa part of tlle initial developllfant of th• Subject Property (as t.he aa-.. may be expanded throu9h annexatlon) or ae part of the uneting progr&11 for eale of Unlta wit.bin t.he Project, END OF AR'l'ICLB 7 ENTITLED ARCHl'l'EC'l'URAL CON'l'ROL ARTICLE B USI-~ RESTkICTlONS 8.1 Permitted uses Except aa prohibited by this Article e, th~ Subject Property and buildings constructed or to ~ constructed thereon shall lJe used for industrial, research, and development purposes as well as for office and related coauercial purposes so long as such purposes a.re consistent with the Specific Plan and the zoning and other such appl•icable ordinances of the City of Carlsbad, California, c,r such other govern11ental agency having jurisdiction, and so long as such purpa,ea are consistent with any restrictions and/or permitted uses referenced in any declaration of covenants, conditions, and restrictions of record or any other document of record, 8.2 No Reoidential Use No part of the Subject property shall ever be used or caused to be used or allowed or authorised in any way, directly or indirectly, for any residential or other non-business purpose except 118 permitted by the City of Carlsbad and for e111ployee or 9uest requirements, 8.J Nuisances No noxious, offensive, or highly hazardous trade or ac:tivily shall be carried on, upon, or within any portion of the Subject property or improvement thereon, nor shall anything be done thereon which may be, or inay beCOllle an annoyance or public or privat.e nuisance to other owners or to the neighborhood (including, but not limited to, vibration, electro-~agnetic or electro-mechanical disturbance, radiation, air or water pollution, the unreasonable einJ.asion of dust, odor, gas, smoke, fumes, uoxious, toxic or non-toxic matter, or noise) or which shall in any way interfere with the quiet enjoyrnent of each of the Owners, or Which shall in any way increase the rate of insurance or cause a policy to be cancelled or not renewed, or will imJ>air the structural integrity of any improverment on the Subject Property. 8.4 Oil Drilling and Mining No oil drilling, oil developNent operations, oil refining, quarryin<:, or nilning operations of any kind shall be permitted upon or in the Subject Property or any porti,:m thereof nor shall oil wells, tanks, tunnels or 111iner11l excavations ot· shafts l>e permittee upon the 111rface of the Subject Property or any portion thereof or within five hundred (500) feet below the surface of the Subject Properly, No ~errick or other structure designed for use in boring for ..,ater, oil or natural gas shall be erecte<J, maintained or permitted upon the Subject Property or any 1,ortion thereof, 8. 5 i\ntennas No television, radio, CitiEen'a Band, or other elect.ronic antenna or device of Any type ahall be erected, constructed, placed or permltted to remain on any of the buildings constructed on the Subject Property if such antenna or device ie visible from any viewing pceition outside of a building, 8,6 Animals No animals, pets or poultry of any kind shall be rahetl, bred or kept 011 ony portion of the Subject Property, 0,1 kuhbish, t:tc, All rubbish, trash alKI 9arba9e shall be regularly removed fro111 the Subject Proverty and shall not be all.owed to accumulate thereon, Al 1 outdoor refuae collection araaa ahall be completely encloevd and screened fro• access streets 1md -20- 43Z adjacent property by a block wall at leaat six (6) feet in hc.ight as approved by the Land Uae etlanning Manager of the City of Carlsbad, All such areas shall have concrete floors, and shall be of sufficient size to contain all refuae generated by the bueineae. These areas shall be no leaa than six feet by eight feet in abe. No refu1se collection areas shall be pemitted between atreetaide and the buHding line, 8.B Vehicular storas,e and Parking, Storaie Exc.ept for that area in Lot 2.3 of Unit 1 whlc:h is within the 2UO foot easement to San Dhgo Gas &. Electric recorded At>ril 15, 1954 aa document No 49241 at Book 5205 page 416 and to the extent i,er11itted l>y the ~ity of Carlabad therein, no recreational Vehicle, trailer, camper, boat or similar equipment shall be perlllitted to remain upon the Subject Property, There shall be no parking within the Subject Property other than teraporary parking in areas designated for parking, with the exception of the heretofore mentioned portion of Lot 23. Te•1Porary parking shall 11ea11 parking of delivery trucks, service velliclea and other co11urei11.l vehicles being used in tl1e furnishing of services to tl,e ownere and the tompoury parking while conducting businea■ or e1igaged in employment on the subject Prope:ty of vehicles belonging to or being used by owners, their employees, guests, agents, or invitees. Parking areas shall be landscaped in such a manner as to interrupt or screen said areas from view from access streets and adjacent propertieo. All outdoor storage (which shall include the parking of IJusiness-owned or business-operated n10tor vehicles) shall be visually screened from adjacent streets and property. Said screening shell consist of a solid concrete or 1Mso11ry wall (or a wall of other durable material apl)roved by the Land Use Planning Manager of the City of Carlsbad) which wall shall not be less than six feet in height.. No storage ehall be permitted betwee1\ atreetaide and the building line, B,9 Outdoor Activities All activities associated with the businessea being conductecl on the Subject Property 11ust. be conducted completely within the improvenente on the Subject Property: provided however, usual and customary loadlng and unloading activities during normal business hours shall be excluded from this restriction, a.10 Condition of an owner's Unit ~he owner of any Unit shall at all times keep the Unit in a good, aafe, and aanitary condition and he shall co11ply in all respects with all 9overn1nent, health, fire, and police requirements and reg~lationa. Undeveloped or unpaved areas shall be 111air1t11i11ed free of weeds, ruubiah, debria or unsightly 11aterials or objects of any kind, 8,11 Liability of owners for l>a111&ge An owner of a Unit shall be liable for all da1l\agea tO other Units or i11provementa caueed bl,· such owner or any occupant. of his Unit. or invitee or agent or employee of such owner. B,12 Noxi111U111 sound Levela, Etc, None of the uses permitted within the Subject Property shall produce the following 1 0.12.1 Nohe in exceaa of 70 decibels (A111erican Standard for noise level netera), a. For a cufflulative period of more than 30 minutes in any houri or b. Plus 5 decibels for a cunulative period of more than l S niinutes in any hou r1 or c. l'lus 10 decibels for a cumulative pei:iotl of 1nore than 5 111lnuteR in any hour I or d, l'lus LS decibels for: a cun1ulative period of more than 1 minute in any hour, or 433 •• Plua 20 declbela for any period of tb1e. B.12,2 Vibration, beat, g1are, or electrical diaturbancea beyond the boUndariee of the Subject P1·operty, 8.12,3 Air pol.lution detec:;table by the hu111an senses without. the aid of instruments, beyond the boundaries of the Subject. Property, 8.12,4 biaaiona which endanger buman health which can cause dalllage to anuu.l.s, vegetation or property, or which can cauae spilling at any point beyond the boUndu;iea o.f the Subject Property, 8,12,5 Odor detectable by the human senaea without aid of instruaenta beyond the boundaries of the Subject. Property, 8.13 !!!!!! All waatea discharged into the WHtewater discharge system will confoni to the City of Carlsbad at.andarda, ea the same may be revised fron time to ti11•, B , 14 BillbOarda an4 Slgns No billboards shall be conatrucud, installed, or naint.ained on tho Subject. Property. Any signs, banners, or like di.splays Which aaay be placed in or upon the Subject Property, e:iccept. those approved by the Coad.ttee, shall. be prohibited. Ho freeatan4ing 11lgna shaU exceed eight (8) feet in height, No sing of any kind ehal 1 be displayed on any portion of tbs subject Property, eaoept in strict accordance with the Sign Criteria established in Exhibit F attached hereto and by tbis reference made a part. hereof, and then only after receiving Co1N11i ttee approval. B,15 Air Pollution Ouidellnee All uaea on t.he Subject Property shall comply with applicable air pollution regulations including regul11tiona for control of airborne dust durin9 construction, B, 16 Other operations anc:l Uses operations and uaea that are neither speoUically prohibited nor apacifioa1ly authorized by this Deelarat.ion nay be perlllltt.ed in a specific case if written opsrational plans and specifications for such operationa and uses, containing such i nforniatlon as may be requenad by t.he Comiai t.tee are sublllit.t.ed to and approved in writing by tbe CoDllllttee, whioll approval shall be ~aed upon analyaia of the anticipated effect. of such opera t.ions or uaea upon other Uni ta, and upon the OCC\lpanta tltareof, but. shall be in the aole and absolute diacr•t.ion of the c0111111ittee, 8,17 Loading Reatrl.ctlons on those epec:lal landacaped atreete ident.U!ied in the spaci fie Plan, no loading or u11loadin9 ehall be allowed wbich is visible from adjacent st.reeta. on at.reeta other than euch special landscaped at.reet:.a, et.reetaida loading and unloading aball be pondtted provided that the loading dock is eat back at least seventy (70) feet £rom the etreet right-of-way line, All loading arAas shall be screened from adjacent streat1. 8, Ul Metal 8truct.uros No metal structures wit.h 111etal sliding or sheeting eKteriors ehall bu permitted on the Subject Property, 8, l 9 screenipg of Hquil!llent cooling pipim3, Exterior conponenta of plumbing, and vent.ilatinc., ayaterao (including, tanks, stacks, collectors, heat.in9, -22• processing, heat.ing, but not:. 111111 t.ed to, cooling and ventilating equlpae~t, Eana, bloware, ductwork, vents, louvers, matore, oomprea90re, 1110tore, inaineratore, ovens, etc,) sball not be dlrect.ly vldbla to the surrounding areas to t.be eati■faatlon of the !And UH Planning Manager of the City of Carlsbad, Tran1fortaer or tena!nal equipment. a'hell be visually screened ft'OIII view frOlll etreeta and adjecent. properties, e. 20 No warranty of EnforOMbilitY While Declarant hats no reaeon to believe that any of the restrictive CCYenanta contained ln tble Article B or a lsewhere in the Declaration are or may be invalid or unenforceable for any rea.aon or to any eit.ent, Declarant. 11a1tee no warranty or repreeentatlon ea to tl\e preaent or f1,1ture vaUcUty or enfotoeebility of any auch reat.rictive covenant, Any owner acquiring a Unit on the Subject Property 1n reliance on one or 1101:e of auch reatricti,e covenant.a alwlll aaewne all risk• of th• validity and en~ora.ability t.bereof atld, by acquiring the Unit, agrees to holCl Peclarant ha:rmlee11 therefrom. BND or ARTICLE 8 ENTI'l'LRD USE l\&S'!'IUC'l'lONS . - ~: -435 AR'l'ICLE 9 INSURNICE MID DBSTIWCTlO@ OF lMPBOVEHENTS 9.1 Jneuronce Insurance shall be Mintained on the Project as followas 9.1.l Aaaocia$ion Liability Insurance The "AaaociaUon ehal l obtain and continue in effect camprehenaive public liability i~eurance insuring the Association, tbe Declarant and the agents and etl1J)loyees of each and the ownera and the respective guests and invitees of the owaera ag11lnet any liability incident to the use of the coanon Area, and including, if obtainable, a croaa•liabili~y endoraement insuring Mch ineured against liability to each other insured, and a •aeverablllty of int.ereat• endorsement precluding the inaurer from denying coverage to one owner because of the negligence of other owners or the Aeaociatlon. The aoope of the coverage aball include all other coverage in the kinda and .-ounta required by private institutional mortgage investors for projects si•llar in construction, location and use, 9.1,2 ~•tion Hacard Insurance Additionally, tlle Association shall obtain and continue in effect a policy of fire and extended coverage insurance for no leas than one hundred percent (100\) of replacement coat of insurable real and personal property within the C01111110n Ar.ea. Buoh policy l'IIAY alao contain vandalism and malicious uachief coverage, special for• endorHment, stipulated alllOUnt clauae and a determinable caah adjuataent clauae, or a elmllar clauee to permit cash settlement coveri.ng full value of the improvements on the ColNIIOII ArH in the event of destruction and a decision not to rebuild pursuant t.o tbia Declaration. Such policy shall name aa insured the Aaaociation, for the benefit of the owners and Declarant. (ao long aa Declarant ia an owner of any Units). 9.1.3 Additional Association Insurance The Aaaociat.ion nay purchaae such other insurance ae it aay de-naceasary, includiny without limitation plate-glass insurance, workers' c0111peneation, director•' liability, and errora and omiaaiona insurance, and shall purchase fidelity covara9e against diahoneat acts on the part of directors, manager,, truateea, einployeee or volunteers of the A&eociation who are responsible for handling funds collected from al'ld bold for the benefit of the owners, The fidelity insurance shall n11111& the Aeaociation as the inaured. In connection with such fidelity coverage, an appropriate endorsement to the policy to cover any peraons who serve without coapeneation 1hall be added if t.he policy would not ot.herwiee cover volunteers • 9.1,4 Insurance Pre11iU111B The coat of insurance policies acquired under Article 9.1 shall be a c01111110n expenae to be included 1n the assessments levied by the Association. The acqu1altion of insurance by the Auociation shall be without pi-ejudice to the right of any Unit ewner to obtaln additional individual ownei-'a insurance. 9.1.S unit Hazard Insurance In additjon to the policies which the Aaeociatlon shall carry on the C~ Area, each individual Unit. owner shall obtain end continue in ef£eot insurance coverage which shall be equal to or greater than fire and extended coverage and ahall be at. lust equal to that. aCJlllllaonly riuired by private lnetitutional nortgage invoatora in the area n which -24- 11 • 436 the Project 1• located. including liability ineurance of not lH■ than $2,000,000,00. 'l'he policy ahaU provide, aa a minimum, fire and extended coverage inaurance on a replace11ent coat baaia in an IIIIOllDt. not •1••• than that neceeHry t.o comply with any co-ineunnoe percent.a9e stipulated in the policy, but. not. leae t.\'lan ei9hty percent (801) of the inaurable value (baaed upon replac-.nt. coat. of t.be Unit), BlCcept. for in1urance under the NatiOBal Flood Inaurance Act. of 11168, •• aMnded, and for 4educUblea, the a1110Unt of covera9e &hall be eufficient ao that. in the event. of any d111M~ or loaa to the Unit of a type covered by the iNuranae, the insurance proceed• ■hall provide at leaet the leaaer 0£1 U) COIIF$na&tion equal to tbe full amount. of damage or loee, or (U) eo11penaation· to the firat mort9a9ee under th• mortgage equal to the full a111011nt of the unpaid principal b4lanae of the 110rL9age loan, Flood inaurance shall be 111aint.ained if the Project. is located in an area subject. to special flood hazard,, 9.1,6 Waiver of Subrogation: Notice of cancellat.ion AU property and liabillt.y lnauranco carried by the Aasociation or the owner• shall cont•in ptovieione whereby the ineurer walvea right• or eubrogation ae to tbe Aeaociation, officers, and director■, and any Mellibera, their gueat.e, agent• and etllployeee, Al 1 policiee of ha&ard inaurance 11Uat con~t.in or have attacbed the atandard 110rt9a9e clauae ooaionly accepted '>y private institutional mortgage investor, in t~e area in which the Unit.a are locattd, All lneurance carried by the Aaaociation shall contain a provision requiring the insurer to notify tnatltutional lender• requesting auch notice, at leaat ten (10) daya in aclvance of the effective date of any reduction in or cancellation of the pol'icy, 9,2 Peatruction of l11provement1 9 • 2 , l aec::onstruct ion of Unit hi ) In th• event of da11age to or destruct.ion of any Unit, the owner aball reconat.ruct t.he eaae aa aoon as reasonably practicable, and eubatantially in accordance with the original plan• and specificatlona therefor. £ach owner aball have an eaae11tant of reasonable aocesa onto any adjacent Unit for purpoees of repair or reconstruction of hie Unit au provided in thia subarticle, 9 , 2 , 2 COIIIIIOn Area l111Prowiaente If any of the COIIIIIIOn Area I111Prove-nt.a are damaged by fire or other oaaualty, insurance proceeds payable to t.he ~•eociation ahall be ueed to rebuild or repair auch damage aubatantially in acoor4anoe with the odg inal p lana and apeciUcat.iona tht!lrefor, Any exceee lnaurance proceeds shall be depoeited to the general funds of the Aflaociation. In the event. t.he prooeeda of the Aeaociation'e 1neuranoe policy are inauffiolent to rebuild or repair such improvamen~•, then, aa aoon as reeeonably poeaible, a 11ajorit.y of the Voting power of the Association shall decide to either (a) I.IBB funds from it.a acoount or if neoeeaary frOll'I levying a special aeaeea•ent. on all Unit owner• (or on thoa.e reaponalble for the damage) to reat.oi-a or rebuild aeid i111prov.,..nt.a1 or (b) clear and landscape the Common Area for uee ae a cC1111111Unit.y park, if appropriate, ln which case exoeaa proceed& shall, ln t.be diecretion of t.he Board, be retained ln the general fun• of the Aseociation or be ,Ustribut.ed to the owners pro-rata, If t.he Board doea not take reaaonably pre.pt actic,n under t.hla Article 9.2, any He11ber aay call a special J1111etin9 aa provided in the bylewa t.o diacu■s the 11attere contained herein, 9, 3 Condemnation In the event of any toking of any Unit in the Project by eminent dcxae in, the owner cf such Unit shall \>e entitled lo receive the award for euch taking and aftar ecaeptance thereof, he and hie 110rt9agee shall be diYeated oe all interest in the -2s~ .. t3t ""' . Project. U euah owner shall vaca • 1• unit ae a real.llt of such t.aling. In t.he event. of a t.aklag by ellinent. douin of 11110re than one Unit. at t.he aa11e .ti111e, the Aaeociation &hall participate in the 11990tiationa, and ahall propoee the 11et.h0d of division of the proceed• of conda1111u1tlOC1, --'1er• Unit.a are not valued 1eparately by the condelllfting authority or by the court. In the event any Unit owner diaagn•• with the proposed allocation, h• aay have the 1natter au't>laltted to arbitration undet the rules of the Alllerican Arbitration Aa•ociatlon. BND OF AR'l'ICLB 9 ENTITLED DBS'l'RUCTION OP IMPROVEMENTS -26- .. · 438 ARTICLE 10 ~XN'l'BNAHCB PY WIT OWtlBJYI 10,l owner'• Jl9ht arad Obligation t.o Maintain and @epir Jach Unit owner shall, at his ■ol• coat and expense, maintain ancS repair hie fuilding Element, keeping the•••• ln good condition. ln the event an owner fails to uinta:l.n the same aa provided herein in a 111&nner which the Board deet11e neceeaary to preae"e the appearance and value of t'be Subject Property, the aoad NY not.Uy owner of tbt wort r41q111r4td and request it ba daae within fifteen (15) d&ya fro. the 9iving of euch noUca. In the event <>wner faUa tor carry out euch 111atntanance wit.bin ■aid period, the Board •Y oeuae auoh won to be c1one and uy apeo1ally auea the coat \:.hereof to auch owner, and, lf neceaeary lien hie Unit for the amount thereof, 10,2 DhPtlt .. If any dlap~ ariaea concerning the prov1aione of this Article 10 which cannot be raaolved under the tar• of thia Declarat.ion, then the tut.tar uy be ubaitted to arbitration under the rules of the American Arbitration Association, END OF ARTICLE 10 BNT[TLBD HAINTBNAIICE BY UNIT OWERS .... ' . . s: ... R I fl z I .o '8 C: ., ii I ~ ,- i I ' 11.1 Bnforcenient ,. vJ•. 439 ARTICL£ 11 GENERAL PROVISIOICS The Association, Declarent, or any owner or the successor in interest of any owner shall have the right to enforce by proceedings at law or in equity, all restrictions, con4it1ona, covenants, reaarvationa, liens and charges now or hereafter inlpoaed by the proviaion• of this Declaration or any ••~dment thereto, including the right to prevent the violation of any auch reatriationa, conditions, covenants or re■ervatione and the ri9ht to recover 4-ages or other dues for such violationer provided, however, that with respect to asseaa•ent liena, the Aaeociation shall have the exclusive right to the enforceunt thereof. Failure by the Aaaociation or by any owner to enforce any covenant, condition or restriction herein contained ■hall in no event be deaned a waiver of the right to do so thereafter, 11,2 Negligence and/or Willful Miecon4uat The coat. of any n1Aintenance or repair services required t.o be perforlllfld by the Aaaociation which are cauaed by the negll91nca, neglect or willful 1daconduct of any owner, or hla employeea, guest.a or invitees ahall be bOrne entirely by such owner and will be a •pechl aaaeaament against such CWAer and his Unit, lt,3 Severabilit~ Invalidation of any ono of these covenants, conditions or restrictions by judgement or court order ■hall in no way affect any other provisions whiob shall remain in full force and effect. 11,4 !.!!:!! The covenant.a, conditions and reet.rlctione of tbia Declaration shall run with and bind the Unite, and ahaU inure to the benefit of and be anforceabla by the Aaaooiation or the ovnara of any Unit, their respective legal repreeentativea, heirs, successors and assigns for a tar• of fifty (50) years from the date this Declaration le recorded, after which tille eaid covenant.a, conditions, and restric:tions shall auto11atically be extended for auccesaive periode of ten (10) years, unleea ara instrument, aigned by a 11ajority of the then owners, haa been racorcled, agreeing to change aaid covenants, conditions and reatrictione in who1e or in part. 11,5 construction The provisions of this Decle.rat.ion 111hall be liberally con•trued to effectuate it• purpoee of creating a uniform plan for: the deYelopanent of a building 00111plex and COIIIIIIOn Area within the S~bject Property. The article and eection headings have been ineerted for convenience only and shall not be considered or referred to in resolving gueetiona of interpretation or conatruction. l f tbe,:e is any conflict among or between the Project Documents, tbe provisions of this Declaration &hall prevail, thereafter, priority eball be given to Pro,act Do011•nt.a in the following order, Articlear Bylaws, and rul.es and regulations of the Aaaoclation. 11.6 Alllendmanta Except aa otherwise apeoifically provided herein, thie Declaration of covenanto, Conditions, and Restictiona moy be OIIMU\ded only by an inst.ru11ent in writing aigned by not lees than aeventy-fi.ve percent (7S1) of the voting power of the •elllt>erahip of the Aaeooiation and, further, this oinendment provision shall not. be a11&ndad to allow amendment.a by the aaaent or vote of leea than seventy-five percent (751) of the vot.in9 -20- ' power of the 1nember11hip of t.'he Aemation. "ny amendment must be properly recordecJ. No amend111esit to Article 5.1 ,l or to Article 11,15 shall be valld without the rlor writt.en consent to such ••• nt the C1t. o carlabll • ll.7 Mortgage Protection Clause No breach of the covenants, conditions or rtii;trir.tln1111 herein c::cmtnined in t.hia l>eclaration, nor the en£orcema11t of any lieta provisions her.ein, •hall detent or render invalid the lien of any first Mortgage (meaning a Mort.gage with fir•t. priority over any other Mortgage) on any unit 1111de in 9004 faith and for value, but. all of said covenant,, conditions and reatric~iona shall be ~inding uvon and e ffec:tive Against. any owner whoee title la derived through foreclosure or trustee' a aale, or ot.herwiee. 11,8 Singular Includes Plural Whenever the context of this Declaration requires same, t.he singular shall include the plural and the 111aeculine shall imiluda the feminine, 11.9 Nuisance ~ha result of every act or omiaeion, whereby any provlslou, condition, rest:i;!ctlon, covenant., easement. or reservation contained in this Declaration ia viol&t.ed in whole or in part, 1• here~y declared to be and constitutes a nuieance, and every re111edy allowed by law or equity against a nuisance, eithor public or pdvat.e, aball be app1ic,1lble a9ainst every such reaul t and IIIO)' be exercised by t.he l>eclarant, COtamittee, the Association or any Ow11er, Such r8Mady shall be dee11ed curnulat.ive and not exclusive. 11 , 10 Encroachlllent t;aae111ente &ach Unit within the Subject ~roperty is hereby declared to have an easement over all adjoining Units and the Co11111011 Area for the purpoee of accommodating any encroachment due to engineering errors, errors in original ccnatruction, settlement or ehlfting of the buildin9s, or any other cause. There shall be valid easements for the 11aintenance of said encroachments as long as they shall exist, and the rights nnd obligations of owners shall not be altered in any way by &Bid encroachment, settleme11t. or shifting, provided, however, that. in no event shall a valid easement for encroachment be created in favor of an owner or owners if eaid encroachment occurred clue to the willful lllisconduct. of said Owner or owners. ln the event a structure h partially or totally destroyed, and then repeirecl or rel>~ilt.1 tbs Owners of each Unit agree t.hat minor encroacbnenta over a~joinlng Unit.a or C01111110n Are~ shall be per■itted and that there shall be a valid aaae111ent. for the maintenance of said encroachment.a ao long as they ehall eic.iat. ll ,11 Nonliabilit.Y of Offioiale To the fullest extent. permitted by law, neither the Doard, the co,-ittea, and other C'-'1ittees of the Association or any 1111mber of such Board or any ~it.tee 11hall be liable to any Hembor ur the A•aociat.ion for any damage, loae or prejualce suffered or clalllled on account of any chciaion, approval or dia- .ipproval of plane or epeclf1cat1ons (whether: ,,r not defGC:tive), course of action, act, Cll1liseion, error, negligence or the like made in good fait.h within which such Board, c0fflllli ttaaa or persons reasonably believed t.o be the scope of their duties, 11, 12 owner' e t,;asemente of Enjoyment. Every owner (and hie gueate, clients, and invitees) shall have a right of easement of enjoyment. in and t.o t.ho C0111t10n l\ren (including any fut.ura COllllilOn Area described on the at.taohed t,;xhllJlt. c once such future COMC>n l\rea le onnexecl t.o t.ho Subject l1rol1erty), including but not Umlt.ed to a ri9ht of accersa, ingreBB, tind egress, an easehl8nt. for parking purposes and -29- ' " U1 eaae•ent.a for utilitiee, sewage and drainn9a (including, without lilftitation, non-exclusive ea.aeaient• for drainage over the Subject Proputy leading t.o the retention basin on the Subject Property), and euch easement• eball be appurtenant. to and shall paea with the title to every Unit, aubject to the following provbiona: (a) The right of the AHociation to eatal>lieh rules and, regulations pertaining to the use of the Co1111110n Area, and (b) 'l'be right of the Aaaociation to auepend the voting rightl and right to uae the C01111110n Ar~ by an owner (and his 911eate, clienta, and inviteee) for any period during which any Haeae111tmt. againat hia Unit ,:._ine unpaid and 4eUnqu•nt.1 and for a period not t.o exceed thirty (30) days fl'OIII any single infraction of the rule• and regulation• of the Aeaociatlon, provided that any euspeneion of euch voting rights or right to uee t.be COlaOI\ Area, except for failure to pay aHeaamenta, shall be made only by the Aaaociation or a duly appointed coimniltee thereof, after notice and hearing given and held in accordance with the Bylaw• of the Aa80ciat.ion, 11.13 owner'• CO!Pliance 11,13,1 Bach Owner, t8nant or occupant of a Unit shall c0111ply wlt.h the provision• of the Project. Documenu and al 1 declaiona and reeolutione of the Aaaoci.ation or its duly authorited representative, and failure to eo111ply with any eucb provbiona, deciaiona, or reaolutiona, ahall be grourtds for an action t.o recover aun• due, fos.-cla•g•• (iheluding coat• and attorney•' fees), and/or for injunctive relief, All agree1t1enta and determinations lawf1.1lly made by the Aaaooiation in accordance wlt.h the voting peroe11tagea eatabliahed in t.hia Declaration or in the Bylaws, •hall be deemed to be binding on al 1 ownera of Units, their succeHore and asaigna, 11,13, 2 Any agreement. for the leasing, sub- leasing, liceneing or aaaignment •Of a Unit (hereinafter in this Article referr~d to aa a "leaae•, the person occu~ing the Unit under auch a lease ia hereinafter referred to aa a "lessee• shall provide that. the terms of 1uc:h lease shall be 11ubject in all respects to the provision• of thia Declaration, Any owner who ehall laae• hie Unit ehall be reaponaible for aeeuring col!l)liance by aucb owner's lee&ee vith any lease, this Declaration, the Articlea, the Bylawa and the Aeaociationa's rules and regulations. 11.14 construction ~Y Oecla.rant Nothing in thia Declaration shall lillit the right of Declarant to alter tha plan of developaant, or to construct such additional ill(>roVe11Bnt.e u Declarant dee1111 advieable prior to completion of J.mr>rovenienta upon and sale of th• ant.ire Project. such right ■hall include but. ahall not be lhited to erect.iug, conatruct.iag •nd maintaining on the &ubjeot. Property IIIACh etructures 1nd 4iaplaye aa ••Y be reasonably neceaaary for the conduct of the buaineea of completing the work and dlapoain9 of t.he 1a11a by aale, lease ot otherwiee. Thia Declaration shall not lillit the right of Declarant at any time prior to acquie.ltlon of tit.le froa De0lar11nt. to eat.abliah on the Subject. Property additional licenaea, reservations and right.a-of-way to 1 t.aelf, to ut..Ui ty c0111paniee, or to others as anay frC>III time t.o t i111e be uaaonably nec:eaaary t.o t.ha proper developinent and clin11c>1111I of the rroject. l>eclarant reaervaa t.be rl9bt t.o altor it.a co11etruction plane and design• ae it. dee• appropriate, The r ighta of Declarant hereunder aiay be 11aei9ned to any auccesaoir or 8UC:Ce880f8 to all or part. Of aaid ent.itr•a respective intereet in the Project, by an expreaa ass gnaent inoorporated in a recorded deed or lease, ae the caee uy be, tranaferring auch interest to auch eucoeaeor, Declarant shall exercise la rights contained in tllia provblo11 in auch a way ae not to unreasonably interfere with the Me11btu·'• dghts to use and enjoy the Subject. Property. -30• ' 11, lS lndaullfication of City of carlebad Oeclarant agrees to indemnify and hold the City of Carlsbad bal'lllle•• frcm and against (1) liability for personal injury, (2) liability for pi-operty dua9e and (3) liability reeultlng fr0111 jud9eiaenta rendered in lnverH condenmation actiona, 'l'hie indeanification ■hall apply to the fQregoing typea of Uablllty which are c:aueed by or ruult. fr0111 ( 1) the operation oft.he Pal01nar Airport, (2) aircraft. uaing PalOllllr Airport or (3) the City'a aJIProval of the Final Map for this Project, This indeianiUcation ehall apply to that ~rt.ion of the Project located within the FM "clear zone" or craah zone• as identified on the &nvironraental Impact Report (£1R Bl-6) prepared in connc,ction with Declarant'e application for a Final Map tor the Projec:t, Thie provJ.sion a~ll be binding upon and shall inure to the benefit. of Declarant'a aucceeora•in-int.erest, tranofereee, and "1Higna, Upon the tranafer or aaeignrnent of the p~operty ... king up the Project, Declarant shell be relieved of all obli9atlona, dut.iea, reaponsibilitie■, and liabilities inipoaed upon it by thia inde111nification, ~he underaigned, being the Declarant herein, has executed this Dec:larat.ion on ~b,a.,. 41\-, 1986, CARLSBM> AIRPORT CENTRE, a California limited partnership By1 By: COMMUNITY USOURCES CORPORATION, a Nevada corporation <••···~~a:·6~ (µ, d~ ~ Set.re/-.r(T Approved by the City of Carlsbad By: ~1~. P~{;~t3ttnager El'lll Of' AR'l'ICJ,E ll ENTITLED GENERAL PROVISIONS .. 443 STATE 01!' CALIFORNIA ) COUNTY or.:ilM, bilf) l es. on ~ .HI ki,✓ '-I , 1t86 before •• 11nderalgneT, · i"'filary .Io In ana for aaid s te, appeared .,bt • ~04olDU4N and D, peraonal iy k110W-:n:;p,.1t111on••e~~o.,r11111pm:rowvQ.•J.:.d ,...t_o_m_e_o_n __ t.hi..--.6a-• ... l-a-o""'l....-a_a.,.t.""la_f,....actory evidJaae), t..o be the pei-eona who executed the within inatruaent · aa ~~.- and &6'-•~ ' OD behalf of COMMUNITY RESOUacis CORPOMTlOH, a Hevada corporatlon, the corporation that executed t.be within lnat.ruHnt on behalf of CARLSBAD AIRPOtt'I' CEN'l'RB, a California lbilted part.nerablp, the partnership that executed the wit.bin inatru•nt., and acknowledged t.CN that ■uc'h oorporat.ion executed the aaiae ae partner and that eucb part.nerahip executed the aue, WITNESS niy hand and Offlc:ML IIEAL =~ __ , . ., .............. -32- " 444 EXHIBIT A LOTS l TUROUGU 25 INCLUSIVE, OF CARLSBl'ID TRACT NO, 81-46 UNIT NO, 1, IN 1'HB CI'l'Y OF CARLSBAD, COUNTY OF SNI DIEGO, STATB OP CALIFORNIA, ACCORDING TO MAP THBIUroF KO. 11287,. FILED IN rHE OFFICE OP COUNTY RECORDBR OF SA .. DIEGO COUNTY. BXCEPTING THEREFROM 50 PERCENT OF ALL OIL, MINERAL, GAB, AND OTHER HYDROCARBON SUBSTANCES BELOW A DEPTK or 500 FE~T UNDER 'l'HE REAL PROl'tR'l'Y 0£.SCRIBED KEREJ:N, WI'l'HOUT THE RIGHT OF SURFM!E ENTRY, AS RESERVED BY CARLSBJ\D PROPER'l'IEB1 A i.>AATNEJtSKIP, IN A DEf!D RECORDED JULY 5, 19781 RECOI.U>ER1S PILE NO, 78-279136 -33- 44 5 ~u ., I -. I ! ' .. . . . . , , ... . ~ .. JU ,.. . , p; I s .. . ~ I .. I z I I c: , 'A i G) 0 1§ i ·: 1 . -< .. ti I lj i i Jl .. . ' I i j ·· , .. . . . . . .. , ; · 446 EXHIBIT C LOTS 26 THROUGH 4~ INCLUSlVt OF CARLSBAD TRACT NO. 81•46 UNIT NO. 2, Ill TIIE CITY OF CARLBBAJ>, OOUN1'Y OF SAN DIEGO, STATE OP CALIFORNIA, ACCORDING TO M,\P THEaEOP NO. 11288, FILEP IN THE OFFICE OF COUNTY RECORDER OF SAN DIEGO COUNTY, EXCEPTING 'l'HEREPIIOM SO PERCEN!l' OP M,L OIL, HINEAAL, GAB, AND OTHER HYDROCARBON SUBSTANCES BELOW A DEPTH OP 500 FEET UND&.R THE REAL PROPERTY l>ESCRIBED HEREIN, WI'l'HOUT THE; RIGHT OP SURFACE EH'?RY, AS RESERVED BY' CARLSBAD PROPERTIES, A PAR'l'NERBIIIP, IN A " DEEP REOCIRDED JULYS, 1978, RECORDERS FILE NO, 78-279136. LOTS 50 THROUGH 76 INCLUSIVE OP CARLSBAD TRACT NO, 81-46 UNIT NO, 3, IN THE CITY' OF CARLSBAD, COUNTY OP SAN DIEGO, STATE OF CALIFORNIA, ACCORDING 'l'O NAP THEREOF NO, 11289, FILED IN THE OFFICE OF COUNTY RECORDER OF SAN DIEGO COUNTY, EXCEPTING THEREFROM 50 PERCENT OF ALL OIL, .MINERAL, GAS, AND O~HER HYDROCARBON SUBSTANCES BELOW A DEPTH OF 500 FEE'l' UNDER THE REAL PROPERTY DESCRIBED HERElN, W.I'l'HOOT THE RIGHT OF SURFACE ENTRY'• AS RESERVED BY CARLSIIAD PROPERTIES, A PARTNERSHIP, 1N A DEED RECORDED JULY' 51 1978, RECORDERS FILE NO. 78-279136, •34- ". 441 EXHIBIT D PERCENTAGE INTEREST TABLE ..... "5 s; r- .ilr 8· :a 5 .. ~ 1z : C ill lg'· C (~. I.:< I ~ I ir- . t ' ~· .. , .. I. ~ '4 8 ,J • .. • fl 'I j ~ I ! ' .. . • 11 I ! i I .. I It l I I I. . II I, . ' I I • I ij . I r ' · :I i I I I i 1i l 1 ' I l , "-···· -· ..... ... q . "·· . > . a 1 a r;io.e O ; ~. · J · 1943 · .. 0Jf5rPk:~?C~B&?liD ) I • :· • AHD,EOOgbuHr'l.cA./ i 19BT Jlft 12 1 l'lf .f: 4$ ) I.ii I ) VEP.f.L.LYLE • I COUHJYll(CORDCH 1 Mail tol SDG&!, P.O. Box 18Sl ) i I San Diego, CA 92112 _j ) l / RF A'l"llft Office SeniclU!, Ro011 611 ) / AR I ) · MG ·~' ·1.ecorcliq bqueat:~ bJr' -SAN DIBGO GAS & ELBcriic COMPA!ff 'lfbeu Recorded ------,..----------------4PACB IAJIOVE P'Oll RICOIU>ER' S USl--=='==f==--' I /~~~-- :135379 ~ BABBMDT/h7.... I · ; ', ,, '. /, .. '{· '\ .. i I .I. .. I . ., I . / . : I · / . CA!LSBAD AJ.FOB.T CK?:mlB, • O&liforn1• l~te4l putnenh1p, (Crantor), for valu&ble cou.111deretio11, greute to SAIi' DUGO GAS &t KLHcniC COHP.ANYi, • corporation (Grantee). en eaeemau,t and right of way ill, upou, ......... : unde.r and ~roH tbe /land• hereinafter deacr-ibe~ to erec C:·, coriitruct, change the ;-tie of, improve, recqutruet, relocate, repair, ui~taJ,n and uee facl.litiea consi1ting of: · 1. tf'llderground facilitt~• and appurt~c•• for the tranaait■ion Cid diatribution of electt'icity. · ' ' • I : 2. Pipellnu and appurtenaucea for a'1.Y and all purpoe, 11. 3, Coawlicac:100 fecllitlee, alld anpl•rtenancee. i l ,. ,,. • • The above tacilitiu will ;be inetalled at 11teb locatioail aud ei.vatio~ UJl!)D, I aloog, oyer and undeF the here.t:nafter deecribe4 ea•-nt a G,:-autee uy uow, or ' . r hereafter deem con,,euient or ucea■ary. Grantee alao bu tbe right of iulraaa and . , egress, to, frOll cd &10111 tbie eae-.nt tu, upon, o,,er and acroH tbe hereinafter · deacr~bed land•• G~utee further~ the rlgbt1 but not the duty to clear aad keep tbia uaaent clear ffroa aploeivea, buildioge, r•tru~turee encl 1111terials. I : rbe propef ty ill which tbi~ e&etlllent and right of way 1; hereby gi-antecl j11 1 ' 1 aituat~ ill the Co~ty of Su Diei~, State of ~foruia, deecriibed u tot;on: 1 Louj1, 2, 4, .5 , 6, 12, 13, 15,_'17, 18. 23 and 25. of C.rlebM Tract l!fo. 81-46, acco~111r. to Map thereof No, 11287, ~Heel in tho Office Ofj the COUnty i.e~rder of ■aid County of Sen D~e,o, Jul.y J.6, 1985. , . I . J The ~He1118nt 1n tbe aforeaaid lan4a aliall be 11ore partlc,ala~1, described aa follon 1 ' j . ; · . · Tha certain atrip. of land 6.oo fee·~dth, 1)'1~ withi~ { eau Lot. 1, 2, 4, 5, 6, 12, 13,' 15 , 17, re:2r,2s, 1:,1-ag adjacent to end coincident 11'ith the exterior boundariea · of •p,A.LOKAJl AIB.POll' toAD·, ·CAMINo VIDA ROBLE~, "PALOMil OAKS WAY·, "DUDEN Pl.AC!", "OWBll'S AJt, end "WRIGHt PLACE" all etreete ae ehon ;and delineated on add rp No. 11287. 'hceptiug t~refrf• tl\Jt cert•1n etrip of 1 ; -1-1; • • ~ 81:,-023.5-S / I ·,! I . I ; '": 'l*'I' I .. I I ' . I I ., ' :·1 tl 2! : j l ! ' • r j •O "l I ! ,·-·-.._,. ____ _ ?1 .. ____ , .. ! ·' ., ·.~"·•,•~·. •·.-•t·- ··". -.• l . , .. -., 1944 I I laud 6.00 fet:/ ill 'Id.4th• lying wit:bin ,aid lots 13 4lDd 1S, •lying adjacent to and coincident with the exterior boun4aey of aaid ·mm PLACE". I ; . I ' • !, *-Grantor eha.ll1 not erect, place or conatruct• nor pen.it to be erectel!, placed or constructed, any building or other atruct11re1 plant afrI tree, drill or dig ar,.y ~11,• within thi■ easement, Shrubs and ,small z,oot trees .are aaoeptab1~ A~ r ! ~ • Gran tor •~not :tncreue or decrea1e t\ie grO\lnd aurface · elevations, within ; this euemeut after 1 tallatiou of Grantee'• faciµt~e■, without prior writt.n conaant of Grantee. which ~oua t aball ~ot utireaaonably 'b'1 withheld, ' . Gr&11tor furt~er grant• to Grantee the right to aaaign au, or all of -~he rj_ghta granted ill this euaant 1-o whole 'or :tn part to Pad.fie Bell atJAl/or to iother compar:iiee _providiag utility o-r coaum.cation lacilitiell .. I Grantee shalJ,'. llave tbe right, but not the! duty,! to trilll or reaove trau and brush along or adjacent to this eaeaent and ruova :roota ft0111 within thi■ euemeni: whenever Grantee deeu/it neceaaary, ~aid right a'ball not relieve Gra11tor of tbe duty as OW11er to tri11 or r•ve treea and bru1b to ,prevent danger or huard to property or tereone. /' - C05DUIT8 ~ BIOB. VOLTAGE ,BLBCTlUC.AL CO~UCTOllS, ~ l'IPIL~RBS J CADY ; VOL&!IL! MATERIALS, tbfitefore Grantor ahall -no~ :aak6 or al.low any exc .. ation qr fill to be ude within thia •~-ut WI'll!OOT PilST .NOTtnu«; SAN ~UGO GAS & ILECTI.IC ;COKP.ANr BY C&Ll.00 696-2000, &lid OBTAIN'ING PBIMISSION, : This eaa-dt ahall be bindi11g upou and inure to the be11efit of aucce1sor1, heirs, executor,, ad~atratora, petaitteea, li~ueea, agenta or aa■igna of Grantor · and Grantee, IN WITNESS yimuoP, Grant9r executed thia instrument thi■ • first day of .,, April 1 , 19< 87 , Exacuted in the Presetce oft Witne■■ ' ·; I DrllWll Deheaa Checltad Dehesa Sketch work order• Date ll/3/86 / :lt:)PAC 23486-01,02 Conat, No, 2178740,.t 1378800 A.P. Ro, · 212-030-03. 213-020-07 ,09 . ""·;· ...... ;$~~ . MY CalM\lssion e.,'l)lre~ Eept. 2, 19uD I CilLSIW> ilRPOlT CDTU, a , Califo~• Limit• art~er1blp i By4~ I < 0P08 SOOTHMBS'I' CORPOR&flm ·z---By. .,.;~~ ay I -2-~ .,.,. I( NO'fNl!Z!D NOTARll!S lllll l"IIOr1ill RllW ,t-81-0235-8 j . . i ---~ .. -· ---I 1 , r .. . • .. • , I • .. ,. . :· r ---· . '!..: , ...... ; .J, ., I ·1 :l I · I , . J I I •=~ ,._ ...... STATZ Ol' CAJ.JllO~lA } & /,• · cOUN1'Y OP S'an S>i.199 OD llaY 6, l.987 · bcfor. i:ne. die ~• • NoCIIIY 'fllblu: la aod for eul~,acnouallY~ OBIS ~~ ,......,,__w_~..,;;;;,w--~==-w!.&,.-&...= dle'llhhlll~tatdle _________ ertM.ot.uP_s. JPff 9J&l9LL 1 ~lllllly bo1ffl to -of ~ to 1M OD dle \,e.s of~ CMCIICC to be the pmoD ,who ~ 1he witbla ~ • d,e lie , of ;:p:C 4;;.....,:::.::su>,-==;a:=:lql , ·i .• I • t ~ > ! . . ' • ; t I I • I • J • I ~ I c,\il1n&tarollJdllllOC8dol"'1> • I f, CU I E)r ·· i I • '? I! " l;,,t• • )..;-•; , · ·~' I l (. ' I ,I I 00 □ □ □ □ D ,ARCEL P.ECORD OF IURVEV STATE HIGHWAY MISCELLANEOUS ASSESSMENT DISTIIICT BOUNDARY ASSESSMENT DISTRICT DIAOAAM MAP NO, OWNIU, O" NAMI lt:¼8,.1 f,,.,,lrliAfl A,'IOV/ &?Ml/!.C-A . . C 11-1,/drN1lJ Li'Mi·I~ D -p,.,:(·\NH~. 5h1i0 , m.s·, 78 3 VERA L. LYLE, RECORDER SAN DIEGO COUNTY By #,/an/,< . ~ ~q~ l"ILJ/l'ACH · NUM■IUI .,a:a 99" ·2 8.3·19 S ·qcd )Q.Q ,, ·1 r 1· I RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City Cieri: CITY OF CAALSBAD 1200 CarlSbad VIiiage Drtve carlsbad, callfomla 92008-1889 ,) ) I ) ) 2039 DOC ff 1994-0096529 ll-FEB-1994 11=52 AM OFFICIAL RECmOS SAH 01£60 COI/HTY KCIIR0£R'S DfFIC£ NIHHIE fl/AHS, COOHTY ~ Rf• 10.0() ms, 26.0-0 AF: 15.00 nr: 1.00 Space above this lne for RecOrder's use Parcel No. 2-1 z..-0'/2. -H AGREEMENT BE'TWEEN DEVELOPER-OWNER ANO THE CITY OF CARLSBAD FOR THE PAYMENT OF A PUBLIC FACRJTIES FEE FOR INSIDE 11-IE BOUNDARIES OF COMMUNITY FACIUTIES DISTRICT NO. 1 THIS AGREEMENT It entered Into this~ day of Januar y • t&9~ by and between Mickey E. Novak, Trustee of the Mickey Novak Separate Trust U/D/T Dated October 17, 1992 (name of developer-owner) e Trust • hereinafter 1ef1JJTed to as •OaveJoper WhOSe address (corporaUon, partnership, etc,) Is 6054 Corte Del Cedro, Carlsbad, CA 92009 (s1reel) (city, state, zip code) and lhe crrv OF CARLSBAD, a municipal corporation of the State or Carirom1a, hereinafter rererted to 89 "City". whose add1et1 18 1200 Cetlabad Village Drive, Ciuiabad, California. 82008- 1989. WIT NESSETH: WHEREAS, Developer II the owner or the real p,opo,ty d88Cribed an ElchRJtt •A•, attached hereto 11nd made • part of this agreement, hereinafter refetted to as "PtOperty"; and WHEREAS, lhe Property Un within Ula boundalfet Of City; and WHEAEAS, Developer proposed a dewlopment project aa followl: To construct a one story tilt-up concrete building of 16,568 eguare feet. on said Property, which development carrfG9 the proposed n8ffl8 Of _______ _ :l;nl),u@iive lime. -Pt P9V-o/ V RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: 2039 DOC I 1994-0096529 11-FEB-1994 11~s2 AM City Cterl< CITY OF CARL.'!BAD 1200 Cetlsbad VIiiage 0mle Carlsbad, CeJHornla 92008-1989 l'.ffICIAL IECORDS Sl!H OIEOO COIIIIY IEOIROO'S lmCE: AN.l!ETlE EVANS, CQMTY ~CORD£.R Rfr 10.00 FttS• 2&.oo AF: 15.00 11f• 1.00 Space above 1h19 line for Recordef's uee Paroef No. Z.I z.. -Ofl: -l:J AGREEMENT BETWEEN DE.VELOPER·OWNER AND THE CITY OF CARLSBAD FOR THE PAYMENT OF A PUBUC FACIUTIES FEE FOR INSIDE THE BOUNDARIES OF COMMUNITY FACILITIES DISTRICT NO. "I THIS AGREEMENT Is entered Into this __ill!! day of _J_o_o_u_,._r..,y ___ ,_. 1 se by and belWeen Mickey E. Novak, Trustee of the Mickey Nove.k Separate Trust U/D/T Dated October 17, 1992 (name of CleVeloper-ownar) a Trust herelnafttr referred to as "Davelopet" whose address (corpora1J9n, partnership, etc.) ~ 6054 Corte Del Cedro, Carlsbad, CA 92009 (9tteet) (city, state, zip eode) and the CITY OF CARLSBAD. a munk:lpel corporation of the State of Ccallfomla, here'.naler referred to u "City", whose addretS Is 1200 Cltlsbed Vllage Drive. carlsbad, C&llfcmla, 82008- 1989. WITNESSETH: WHEREAS. Oevelope, Is the owner of the real property desGrlbed on Exhlbl1 •A•, auaChed hereto end made a part of 1h19 agreement, hetelnafter refe,red to es~ and WHEREAS, the Pr~rty lies within the boundatles of CffV; and WHEREAS, Developer pt0posad a d8Vllopment proJac:t u folowa: To eons truct a one story tilt-up concrete building of 16,568 eguare feet. on salcf Property, which dawlopment carrlo9 the p,oJJOHd name ot _______ _ ,._~ Br 03'1 Councl ~,, It, llltt "-o ti IMl4/K/lf k Ql\p\/c.diye. IJMC!. -P t P 9Y-o/ ,. "· , . • I ,,. I " ··• f and is hereafter ralarred to as ·oevelopmant": end 2040 WHEREAS, Developer flied on lhO ~ day of _J_a_nu_o_r_.Y..._ ____ _,. 19..,!! with the City a request for --'-'Pl=a __ n __ n=e ... d_..I .._nd=u=s=-t,_r .. i,..Q,.l ,..P._.e ... r.,..m .. i ... t _______ _ ____________________ .hereinafter referred lo as ·Request": and WHEREAS, the Publlc FICllltfn Element of the City Gane,aJ Plan requlret that the City Council find that al public tadliUas n~ to aerva a development wlU be avallable concurrent wl\h need ot such deve\opment ahall not be approved (said element la on file Wl1h the City Clerk and Is Incorporated by thll reference); and WHEREAS, Oavelopar and City recognize the correctness of Councfl Polley No. t 1, dated July 2, 1891, on Ille with the City Clork end lnccrpcrated by this reference, and that the City's public facilltfes and services are at capacity and wnr not be available to ecccmmodate the additional need fot publlc tacllltles and services resUting from the proposed Development: and WHEREAS, DevelOptr has asked Ille City lo find !hat public f8CIIHlea and aarvtc.e will be avallable to meet the Mute needs of the C>ewlopment 88 It le PreMntlr proposed; but the Developer 19 aware that the City cannot and wtn not be able to make any-eueh finding wfthout financial asslStanGG to pay for SUCh ae!Ylces and factlltfes; and then,fote, Developer proposes to help l8tlsfV the Genoral Ptan as Implemented by CounCll Polley No. 17 by payment of a publ1c faeflitfN foe, NOW. THEREFORE, 1ft conaldetatlon of the tacftafl and the COWfW1tl contalned t1QNlln, lhe patties agfN .. folJowl: 1, 1bG Developer shall pay to the City a publle facllHIGI fee Ill en amount not to tlCHd 1.8296 Of tht bulldlng petMlt valuallon of the building ot lb'UC1la'N ta be~ In UICI Devolop,Mnt pura,ant to the Request. TIie fee llheD be paid prlottD thl Issuance of buldlng or other conawctron pennJII for tflo CSMIOpmeftt and shall bl baed on lie valuddn It thlt Uml. 11115 fN lhlll be Ill addlllon to q ... dedladloo, Of lrnpnMrnWd9 ,.qulrld pcnua,u 2 . , ~ I I C 2041 to 1111es 18. 20 or 21 ot the Cnbld Muriclpal Code. Dewlope, thall pay•• for OOIMN'llon ot tJd811ng bullCllng or 11Nc:ture8 Into c:ondomlnlum& In an amount not to ~ 1.an. o, t,e bUHdlng pennlt ~ et the time ot conversion. lhe fee for a condominium converalan lhall be paid prto, to lhe lssuanoe ot a condominium cotJY9f8lon permit u provldtd In Chapl8r21.47 or the c..tabad Munlclpal Code. Condamlnlum 8hall Include communttr aputment or atack cooperative. Tht terms •ou,er construc:llan pennll1J•, 9oU1er conetruclkln perm!\" and "enlltlement tor UH" a used In lhfS agreement, excep1 In reference to mobllehOme 81181 or p,alecl9, shall not er to grading permfta or other permlla 1ar 1he canatrucUon of undergraund or street lmpnMmenlll unleu no other permit II neoeswy pllOt to lie uae or occupancy tor which 1M d8Wllopment la Intended. 0IM,IOplr 811811 pay the Clly a pvbllc faclllClee lff In 1he IUffl of 1198 for each mobllahome space to be oons1Ncted pursuant to 1he Request. 1he fee lhall be paid prior lo the lauence of bulldlng Of 01htt COMtrucllon pennlla for the d9WIIDPffllnt. Tiu lie lhlll be In addition to any fees, dedlcallon8 or itnpf0¥ementt reqvlNd according to 1111N 11. 20 or 21 of 1he Carlsbad Municipal Code. 2. The Developer may offer to donate a site or llte9 fol publlC faclllllea In Btu of d or pall at the llnandal obligation agreed upon In PlrtQrlph 1 abCWe, I nev.lOpet offll8 to dOnatt a Illa or altea for publle facllltfel. the Qty shll COfWkfer, but II nal alllG8f8d to aocept lhe ofter. lhe11me for donallon and amount of credit agalnlt the fee 111111 N delermlnld-Qly prior to lhe IIIU8nOe ot artt building ar other perm111. 1uc11 detendMlon. ..n made, lha1I become a pa,t of this ac,NnNIIL Sites danaled undlr an pani;rap11 111111 not Include lmprowmenta reqund pu,eum,t to Tllles 18 or IO of e. Clllabad Munlclpal COdt, 3. 1'1111 ....,nent and Iha fee paid pum,ent herelO • NqUhd IO .... hi conellt8nc:y of Iha Dewllopnwnt wllh Ult Clt(I Genni Plan. II 1111 fll II not paid a p,Ndld herein, the City wlll nal haw the U1dt to pnMdt publlo faollflfel and ..... Ind tll9 CNYefop,nent WIU not bt oontlllent Wlh 1M General Plan tnd en, appnMI ot permit far .. ·-~ e,Cll»'CIMIIINJtl,IM ......... ,14/UC ·, .. ' I 0 0 2042 DevelOpfflant shall be WIid. No buUdlng or other conalructlon permit Clf anUUement for .,.. shell be laeued unlll tht pubic facilltlaa tee required by tNa agreement II paid. 4. City agr ... to deposit the f4MIS paid pum,ant to1hla &greement In a pubDcfacllltles fund for tl'le llnanelng or pubRc facllltle8 When the City Council determines .,. need .... to prcNICSe the faellltlea and IIUftlclent tundt from the payment of 1h11 and llmllar pubDa flcllltl• fee8 ate available. 6. City egtaea to provide upon requnt reaonable aaurances to enable Developer to comply with q 111qulrements of olhtr publlc agencies at evidence of &ldequata publlc faclllllea and urvlGet tufllolent to accommadate the nteda or the Devetopmenthareln delar1blld. 8. All oblga11ons hereunder 1hall termlnata In lhe event the Req•Mt made by Oeveloperlenotapprovad. 7. Any nollce from one party to tlNt other lhall be In writing, and lhall be dalld and signed by the p8l1y gMng such notice ot by a duly aulhotlzed rep,8111'11a1Mt otauc:h party. Ant 1uch notice 1hd not be effective for env purpose wha1I08¥8r unlel8 l8Mld rn one ol tho fORowtng mann818: 7., If notice Is given to the Qty of pertonaJ ddvaty thenaol to the at, ar ~ dep01tltlng same In lhe United States Mall. addrlaed tot:. Clly atlhe ~ utfOrth hentln, enclcsed In a 8Hled erwerope, lddl'etoed to the City for 8llantlan of the City Manaoer, pGlltage Pf8P8ld anc, Clflllld, 7.2 If notloe II given to DevelOplr by PlflOtl8I dellvefythellolto Dlvelopet or by deposldng lhe 111'111 In the Untied Slatel MIU, encloled In a Hlled CHMIOpo. lddNINed to Developer at the acldtNI -many have been dellgnated, poelagl prepaid end Cll1ffled. 8. 1h11 ....... l lhlll be binding upon Ind llhall Inure to fie benaffl of, end ahall apply to, the Nlpecav. MCIUION encl mp Of Developer and Clly, and,.,.,_ ... to Developer ar City hlfUI thall bt deemed to be a nlfet8t1CI to and fnaludt lhtlr,..,... 4 ' ' . ,-. I ·• C t /, 2043 successors and assigns wllhClut epedlc menuon of such tucconcn end •la"'-a Denl121Nr thQuld ceese to hlM Mt Interest In lhe Property, all obllgallona of 0evelaper hareunder lhal terminate; pnwkled. tlowev9r, that any IIIIOCNIOr to 0ellalopn lnlelnt In lhe property lhall ha"9 first aseumad In wring bl DtM!opet'• obll9doN hereunder. 9. 'Thia lgl'Hlll8nt lhall be NICOrdec:I but lhall net Cl8lda a Beno, eecurlty 1nt8111t In the Property. When Iha obDgatlons cl this agreement have been tllllllad, City lhall nteaNI a releeaa. I C 0 IN WITNESS WH!REOF, 1h18 agreement 18 exeeuted In San Diego County, Cdamla: O 4 4 of u,e date ftllt written aboVI. DEVELOPER-OWNER: Mickey ~. Novak (print name) Tru,tee (Ude} BJ-....--....... ------($1gr,atute) (print name) (tltfe) A1TEST: &tt-..Ae ;m4. AL&1HA L RAUl'ENKAANZ, Qlr 081k) APPR0Ve1> M TO FORM: RONALD R. BAU, Clly AUomlJ By #/~ CITY OF CARLSBAD, a fflWIICtpal corporation of the Stalacrfe.lfomla (Notarfal acknowfedae,nent err .... IIIOn ot DEVELOPl!R-OWNI! nua INI 4lltMtled.) 8 EXHIBIT•A• lJ!CIALPEIQRIPDON Porael 12 of Parcel Map 115687, APM #212-092-23 7 2045 C EXHIBJT•tc UNL Rft8CP!PDQN Parcel 12 of Parcel Map f1S687, APN 1212-092-23 7 0 204& i l C State of californ&o } CCMIIY ot_&po11,n..:Dw.h11,191j110~--- io ' ft .... -.-..-1119 ·Maureen Tuttle. Not•~ Public On Jan.,zz• --• • a;aa -a.-.... llf\l. ··•-•· .... I _____ .... ..,.a,ec:1 Hicker i Npyak -·--·· ............. -D08'RnaJIY knawn co me• OIi • C pi'QVell to me on a. bW a' t■ 1111111) ....._ ............ , ..... .__.,..,.. UJUbAtl ____ _ ,.,,,.~, .................. , .. .... ...... '" ....,...,,..., .......... ...., .... , .... 11111 .. ..,....., ........ ,-................. . ............................... ................. u .. ........................ ,- CIPMIIWCI s,a ...... a........, cs--.,. ___ _ OlfC&.a ____ _ -· a,__ Q .. M.-,IICT ·---a~••=i ■a ...... a .. , .. LM:c;melflV~ aona _____ _ IIP..l!!Jl!JL<ID : j ·1 • .,__,..,...,._ -• ._...,..••--------••"'•----■•••---,•--.----: I:} THISCllffl'ICAft 1'1111•,.,..oU)oe,, ,,_ Agreement for llapent of PUbJ,ic FaciU.ti~• -~ WSTIIAffACklO ,.._ol-7 •ata. J 20 1994 iH • · ":]i TOnt&DOCW ----...... -----:11• an. • : t~ OISCAIIIOATAJGNr: .....,01a,_, ......... _____________ C (j .,f ·: if • • I ,. ,~ ,. C 0 DOC ff 1994-0368273 Retordina Requested By and R.eN.111 To: 07-JUN-1994 11c40 AM Qty 01' CARLSBAD 1200 Carllb.td VU1a1• Drive Carlsbad, CA 92008 IHlCIAL RECOQOS SAM DIEGO CUIY RECORDER'S llff!C£ HN}j)'-.J\~ GREGORY snnn, COUNTY R£CORD£R Rr« RF• LOO ms, TO PAY PUBUC PAQU'TIBS PIM AF• 2.00 N"• 1.00 PLEASE TAKE NOnCE that thl! Agreement for Payment Of Public Facilides fees between the Cicy of Carlsbad and NOVAl<1 MICKEY E. « TRUSTEE required by an Application ror _P_IP_-_911_-_1 ___ , ___________ _ ______________________ and recorded on __ ... o,.2._./t._.1.._1.,.94,__ ____ __,. as Document No. _9._.,._-0 .. 0.,.9-fi!i~Z~I ____ is hereby releall!d for the following reason: 9.00 i!9 Fees Paid and Obligation Satisfied For Parcel 12 of Parcel Map t MS-783 only Old Parcel I 212-092-16 0 Application Withdrawn New Parcel fl 212-092-23 D Other DATED: 5/23/9/l ~ By_~~~~~~~-==-- ~\\,.,, ATTEST: r11fdo e ,e.,~ ALETHA L. RAUTENl<AANZ~ City Clerk APPROVED AS TO PORM: RONALD R. BALL Clry Attorney ~ ~, /~-•. ~:::>,._ .# B KAREN J, HIAA i1' ----,....._ Y PfiPHJ¥ Q1+1• ·..-.,,_ r 1 1'EY UVISED 5/\'2 FRM00021 -·----a ca, : ~... . I I'! 0 ..... Requested By: WIien Reconfed MaD To: aa,a.n Qty of Cadsbad 1200 Carlsbad VDlap Driw: Carflbad, CA 91.008 ) ) ) . ) ) ) ) ...,,_/ DOC U 1994-0297761 04-MAV-1994 11•08 AN .r[CIM. «EalOS SAN DIEGO allllTY REIDIIIER'S IJFICE 521 &tEGIIRY Sftml, CIIIITY RECIIIDER ~• iOO FEES• ~00 ~F• 1.00 llf• 1.00 SPACEABOVBFOR RBOORDER'S USE NOTICE OP RESTRICTION ON REAL PROPBRTY OWNBR NAME: Mickey E. Novak The ml pro;,.,rt)· loeatc-1 hi the City of Carlabad_ County of San Die.go, Stato &>f Callfomla deacrlbcd u follOWI: Parcel No. 2 of Parcel Map 15687. fl restricted by a Planned Industrial Permit (PIP) No. 94-01, Issued by the City of Carlsbad on March 15, 1994, A copy is on file at the City of Carlabad Planning Department. The obligations and ratdctfons Imposed arc bJndfng on all present or future fnlelrest holden or estate holder1 of the property. Dated: t /,, / 'I 't APPROVED AS TO FORM: RONAID R. BAU. ~~ ..... a}, ·M~ A'ITB.tt: CicyAttomey 4lni& ~ ~ ALlffllA L RAUTBNICRANZ. f by, ' t:;;:-J ./ p~ ao, a..t. J. HI :A Deputy City Attomcy ' I r I f i. 'o t I I l C :e::oRDING IEQUESTa> BY: ... • • ooQ t99s-osoos4B DDW1Yl&1UIAl.1TJUINSORAN<J:OOUP. 03-HOU-1995 08:00 AM 1, Whan lllcclrdN Mlill Document and Tu srm.m.nt To: Innovative Time Corporation 5858 Edison Place Carlsbad, CA 92008 &r:rowNo. No. SPACE ABOVE THIS LIN£ FOR REODIIDER'S USE --092-23-00 QUITCLAIM DEED The unchlalglNd ani,atarfllt .... ,., ~,(.' c.c..--...~ict,·~rt,o..1 Dl,.y-_ -1' DOCUIM<a,y er.wfer IU I■ t none City 1u •------------( I computed on ful valua of Pl'OIM'IY conveyed, o, I I compUled on tu• value less value of ljens ~br•nces remaining at time of sale, FOR A VALUAII.E CONSIDERATION, l9Clllpt of whlcll 11 ...,_ acknowledged, Mickey E. llovak 6 I I Unincofporated Area City of C.(it"~ Tnaatee of the Mickey Novak Separate Trust U/D/T , D.ted October 17, 1992 ~ hlftlly ...._, ........ and quildalmll to Innovative T:lme Corporation, a California Corporation 1¥1' 1he followlng deacdbed real prapatty In lhe City of Carlsbad County of San Dlqo See attached S.hedule e-t.'f.~,1t;,1-r •• ft'' ,f For a loan qualification/Priuc:ipal to Agent DATED: _1_1_1_0_11_,_:; _________ _ STATE OF~ COUNTYOF~o "M'!::J. 7f;. persollllly W..:.':.; 4?,,Clf'W" 4r ACtfl!M: Stale of Calilomla: personelly known to . ne (or proved to me on the '-* of satisfactory evidence) to be lhe perwonls) whoN namelat ls/are subsGl'lbld to the whtiln ln■trument end acknowledg■d to me that he/aheltMv eucuted the same In his/her/their authorizfil c,p1cityftut. and that by his/harlthalr 9ignatllfe'111 on the instrument the person(al, or the entity upon ~f of which the person(s) acted, aicecuced the -· ,.::.. I -~ ,A.,~ ·-A .. ,_ ....... W1:tfiLl(L/ I ~-=--i Signature /.,, MAIL TAX STATEMENT AS DIRECTED ABOVE ATD-13f !fin 41141 QUITCLAIM DEEO C EXHIBITA LEGAL QESCAIPJ10N Of PR0PEBJY eAJRCELA: ,........ -...., 135 PARCEL 2 Of PARCEL MAP NO. 115117, IN 1HE CITY OF CARLSBAD, COUNTY OF SAN DEGO, STATE OF CALIFORNIA. RLED IN 1HE OFFICE OF THE COUNTY RECORDER OF SAN D1EGO eoutm' ON MAY 30, 1919 AS INS1RUMENT NO. 20195 OF OFFICIAL RECORDS. PARCELS: AN l!Alll!!IIENT FOR GENERAL ROAD. AU. umma, DRA1NAG1! AND INCIDENTAL PURPOSES OVER THAT CERTAW "GENERAL & PUBUC ACCESS E11R IEIQ' DEDICATED TO 11tE Gm' Of CAWD 1"HEREOW' AKA EDl80N PLACE (PRIVATE 81REE1l "8 SHOWN ON PARCEL 11M' 1Hl7, IN THE CITY OF CARL8BAO, COUNTY OF SAN DIEGO, 8TA1E OF CALIFORNIA, FILED II THE 0FACE OF THE C0UN1Y RECORDl!R OF SAN DIEGO COUNTY ON MAY 30. 1• AS INSlRUIIIENT NO. 11-213195 OF OFPICIAL RECORDS. exCEPTING 1HEREfRDII ALL THAT PORTION LYING WITHIN PARCl!L •1,• ABOVE. - C ... - IEQOIINNIIIEIWEIODIY: -..■11a, ..... ....._. _,,T•-••To: X-atlYe T:laa Corporation 5858 ll'duoa Plac• Carlsbad. CA 92008 213 0 DOC I 1995-0568770 14-DEC-1995 09=11 AM IFFIC!AL RECORDS St11 DIEGO COO!ITY RECrllllER' S llFFIII GRE&OR't' SIIITH, CIIUHlY J:EtllllOER Rfs 6.00 ms: 10.00 AF: 3.00 DC nr, 1.00 EacrowNo. ntle Ordet No. Sl'Aa MOVE THIS LINE FOR IIECOIIOER'S USl • 21 -1)92-2:H>OO QUITClAIM DEED ~·.11_,/ ,._ _. Tt,11111.-.o,181 dlclnCal fll~r,-. Doc•t 1 •• ....._ .... • DDDa Ckytu • ________ _ I J c:amputed on ful vet• ot property co~. or ( I computed on full value lea value of liene or encumbrances nmaining • lime ol Nie, I I Unincorporated Art■ City ot ___________ _ Fall A VMUAILE CONIIDBIATION, recelp1 of which 18 ...,_, IM'h1 Wa-1,~a.aovat:lve Tille Co:rporatio110 •-Cilllforaia CorpoTaU.oa ..._....._....._and qultdlfms eo Kicby E. Nov.alt Truatee of the Mlcte, Rovalr. se,.rate 'l'ruat D/D/T Dated October 17, 1992 ._ r.lowlna ...... ...a prciperty .. 1he Qty al Carlabad ~ el Sall Diego See •ttached Schedule C DATED:% //~/ -9S- STAtE OF CAUPORNIA COUN1Y OF ,5,N l), e44 ON.~~f;.~f!'RC be1Grwfflll. LiN +-parsaftllly......, m CN«r $itH(, .,....a, llnowsl to me Car proved to me on the balil of Nllataaary evldancel to be 1ha ,-.onl1I ...... -la) ..,_ IUbscrltNld flD th9 within lnalaUil MC and ac:ia-tlllgwd to -that~ ••• __. lhe am. In 111.,._/lheir eudloriNd apadtyllal, and that a. hlalMr/thalr slgnaNraC•I an 1M lnltrumenr the --'••• or t'1e endty upon ...._. or which Iha parsonlsl lltMd, ~ 1he lsatl■MIIL ---~--11 SlgnelUte 'Alf' ,:; 'L ./ 9-otCali ..... 1,yl tJ l/t;J7« MAR. TAX STAT£MENT AS DIRECTED ABOVE aum:LAIII - C 0 2ZJ sam,U1.1,e 11IE. I.AND m:EU.ED TO IN THIS Ul'O&T 1S SlTUA11!1> JN 11ti STAU OJ= C.\LlfOJlNIA. COUNTY OF SA.'1 DIEGO. AND IS DESCllllB> AS FOl.10ff. eo<'&6; ,.._2ofPaaa1M,p"-, 15f17,adaeqe1.c:.11 tc--,.o1s...n..Sc-.o1 Ca1if1Dnua.lilalinllaa&.of61C..,,&a: ._ .fS..Dilao~-w.,,o. ttn ■ JaQlmw No. ZIJJt5 of OfficW ..,._ EXCEPl'ING THIIER.0N 50 ,..._ al 11 oil. ---1. .. _. adm .,......,._ .,, •• Wow • .,. ............. ,..., •• 11 ........... . ..... ..,, ....... .,OtteWa::a•--, ............ ...w,Jut, S. 1171. • ..,.,,,,..1N1tlH of • ...... •••m • ___ ,_..,......_ • ....._ ....... ar ,~ .... ..___. -&waaal'IIWicAaallM . D I I h•*CkJGl0 lllill"DIINaa'"A&A .... ,._~=•--• ...... UW.illllleC-,fllC •• lC-,,4S. Dilp.Slaeofulis:,lleda•._if._C::...I 111•■t1S..niapCOllll7• ____ ,_. No.lJ.aJltStlO&:Wa-m• !XCEPTING 1lBIR0lil all daa ..... lJilll ,.._ 1111111 "A•..-.. ~ OOM.PL8t8"l'HIS~ R -~:~ukut::J BDCOIU>JNG UQtJBStBD BY: AND WBBN BbOCAU>Su IUdL 'l'O: M, 'u(.t ._, t:J J v I} ~ :;[('JN,'1/J,Tt ./ t. T",mt, _6"95fl G'b, J:)N PL/.J.!.t... ct,,1t!l.~ l.>4>:·, CA · ?J.a;'( 864, , 0. DOC I 1997-0136815 26-~AR-1997 01i3a PM OFFICIAL 1£roms SAM DlE&O totJHTV REtOROEII' S OFFICE GRE;ORY SftlTII, CDIIHTY RECORDER ~ RF• 8.00 FEES• 16.00 Afr 7.00 IIA fff: 1.00 THU PAGB IJ>DBD TO ftOVIDB ADBQUA'l'B IPACB 1'0B. B.II00BDSNO INPOBMA1lON (AddtclOOtl .-cdlq ,fO!~liel) tl9S -·"°"",us r \ \. ..... ..,._ .. . IIICORDINI RE0ta,a, IY: • ............. Dooumlnt and T• llalw • .Mt To: x-atiY• Time Corporat~ou 5858 ld11on Place C&rllltld, CA 92008 865 -.,I DOC ff 1995-0568770 14-DEC-1995 09=11 AM lff ICIAL F.ECOROS SAN DIEGO CWITY REIDillER' 5 OFFICE GREGtiRY Sl'IITH, COONTY RECORDER Rfl 6.00 FEES1 10,09 AF1 3.00 0C nra t. 00 &PACI! MOVE TMIS UNE FOR ~ USE QUITCLAIM DEED The undMlgnecl aramorl•t clNlaN(al No;"u"iv ~ tnnlfer •It• none City ta$ _no_ae _____ _ l J l:OfflPUted on full value of property conveyed, or [ J computed on full valua lea value of liena or encumbrances remaining at tlma of Hie, [ I Unincorporated Area City o1 ____________ _ FOft A YALUAILE CONIIDERATION, f90llpt of which It lweby aoknowladged,l1111nat:Lve Tillle Corporat1011, • C&J.Uoroia Corporation ......,. ,..,..., ....._ and qultdalma to Mickey I!., Rovak Trustee of the Mickey Novak Seperate Tru■t U/D/T Dated Getober 17 • 1992 th■ folowlng d-■-lbed,... p.-opany In the City of Clrlabad County of Su Diego "11/f'f> t>a~1" /"a S11a attached Schedule C bUofar Lt.-e.~,u ~ c.UL.t..C..T"' 1l#e. ~ ~~.., ~"' TJJ,~ (r/~1'>t.. ~n- DATED: % II-I ... 9 ..r STATE OF CAUFQfl,.IIA COUNTY OF ,S,N 2:),a:,;p Z;f;"i:'7'!;.t <'P~ DfflO,..:-:;r.,:;:; t!OCMG' N"'e'tf«' .. Ptl'IOMIV known to me Cor pn,ved to me on tht bail Of lltleflcto,y evidence! to be the Pll'IOfl(I) whole neme(eJ Isl.-. IUblcrlbecl to the within ll'lllrUffllmt end aclcnowledged to me that hellhelthey eDCUted the HIM In hl■tharllhelt authorized capec:ltyCl•I, •nd ttiat by hlalherllhelr lllgnnn(tl on die lnslrument th■ penonCe), or the •ndtv upon detlllf of which tht paoftll) IIOted, 8ICIIOl,lleCI lhe il1at&'UIMnt, ' ~nr,~-· ff Signalllr• ~, ,:;r_;y_ .1 State of Callfomla: ~flt~~-I NOTARY 0 ~ OI COUN1Y I'S M't' CCWM1$SION EXPIRES -FE3RUARV 3. 187 MAIL TAX STATEMENT AS DIRECTED ABOVE ATl),11F IRlw 4'141 aurraAIIIDE 4'• •• SC:NmUJ.lc nm u.ND JW=EllE.D TO lN nus l\:EPOI.T lS SITUATED IN nm STAn OP CAllfORNIA, COUNTY OF SAN DIEGO, ANO JS DESCtUBED AS FOU..OWS: U!Cfl4· Parml 2 of Parcal Map No. 15617, in the aq of ~ Co111DC1 of Sea Diep, 5--of Califonlia. 6W in ma ofScie of tbe Cwtll7 l\.ecordlt of Saa :t>ieao Cowic, oe M-, 301 lffl a Imwmat No. ZIJ195 of Official llccotdt. EXCEPTING THBmlO~ SO pa=at ol .U oil. miatral, p IAd other ~a ~ Nlo• • cl,pcb of SOO feei Wldtr lbe ,al PIOJlfflJ described limia. without tlM tipt ol ,urfiaca_,,,,.~byewbad.Propatice.•~ illa-.lnconWJ,aly S, 1971, llecotder's file No. 71-Z19U6 of Offiml 1.-cotdl. AA ... IDCIII far ..... ,'Old, Ill llliliria, ~ atd ~ pupolll Ofttma& Cltt'lift ·Gaaenl ~ PubliicArmu Ea..,.. Dedicwed "'O d.lC.,, of Cwbad l'laawa· AJ.A ldisoa PJ.ce (Pri-we Send) as dioe-aoa PlllCIII Ma, 15617, in mr Cqofe.w..d, Cotaa17 of Sua Diep, Scalcvf eaufotllia. fiWizl,laeolliceof 1ilteo-,.b:mdlf of S.!)iep Comay OD May lO, am ■ Juaamam No. n..zall,S of a&cial a.:mds. EXCEPTING nm!n.OM aJl dac poftioa lymc 1ridlial'uad •A• ebc,q, • C 866 BT BY:STEIAR'i Tl'lll: COIIPANY ; 3-13-97 :t2:l8PM ; SAN DIEJiO,o 6184311610:# 1/ l ,. · CALIFORNIA Abb-£'URPQSE ACKNQWLEPAEME State or Cite ,acN,s County d, .yµ,,.bJ:eg« On 3-/~--9) beforema, ])d\QYli ~flf FiJW£ personally appeared M, c,I(''?'{ fbw ed. \Jru(l K"" D pnonally known to me -oA-t9 proved tome on the basis of=·~ 10 be the ~ wflOII tubscrbad 10 lhe wilhln inStlumtnt 111d aakncwladgad to me ~ ... -~ .. ~· and that bytiW .11,.._, on ht ""'1Urnan\ 1he ~. orlhe tftlffy upon behalf of Wflioh the peraf(4) IOlld, execued the tnstn.menl ■-----------ftlilfft.1\MAI ----------- C 0 DOC# 1997-0604923 RECORDING REQUESTED BY AND ) WHEN RECORDED, RE'1lJRN TO: ) 1647 Cox Ca1ifomia PCS, Inc. ) 2646 Dupont A\1$\ue,, Suite 20-608 ) ( Irvine, Califomia 92612 ) Attn: Propaty Management ) Re: SD145 -South Palomar ) Dec 01~ 1997 1:29 IJFIChl IElm3 IWI DIEm ID.NTY llmllll'S ll'filI G11E1D1V J. oom, aunv Rm11ER FEB: 16.00 00: It 111111111111 (Spacleabave £or Recorder's use) MIM>MNJXJMQPLEASE 11115 MEMDllANDUM OF LEASE ("Mmnorandumj is executed by 111:1d between Mickey E. Novak TNllee for Mickey Novak Separate Tzust U/D(f dated October 17, 1992, ("Lasor') and COX COMMUNICATIONS PCS, LP. a Delaware Limited Partnership ("Lessee"). Bfffl:41$ A. 1.-orud l.-~aecullld that cettail'I Olmmanicltianil Sile 1-.e Agrellllllll ("Leue") dated • oi ~ L ,28 • i99..3-t\Hed11g eertain pMlllses and nlat.d ~ ( · . having a 11Net address ol 5858 Edilon Place, City oi Cambad, State of Calffornla. Md DICft puticularly delCl'lbecl in Attachment 1 attacbecl hento IIDll illc.'olponllec herein by this reference ("Lessor's Properly"). B, lessor and Lessee desire to record notice of the Lease in the Offidal R«olds of San Diego County, Califomia. NOW, THEREFORE, In c:onslderat!oa of the foregoing and the mi.ts and mutual covman11 set fwth in the lease, U!llor and Lesee henby agree ud declare u follows: 1, J2lmla. Lessor has leued ud does hereby lease the Premises to Leuee. and Leslee has leued and hiled and does hereby lease lllll hire the Premises &am 1..es&or, all m and sut:;ect ID the tenns, cownants and conditioN contained In the Lease togelher with a right of amst ID and fmn the Pmnises md a right lo lnsta1l utllilies over and moss Lmor's Property. 2. .I.am. 1he limn of the Leue ("Ttnn") is fi'll..W yem c:am!Dftldng on the flnt to ocxur of<•> the date a buUding permit • .._ to 1.-.e for~ cl Leaee's Padllty (as de&led In the Leue) on the P....-. or (b) U mollllw after the•• of. the 1-. L8lslle has tt,e right ..S option under the Leue to exlend the Term forffv:M '3) additlooal periods of five years eada. 3, IM►eh t1Ml'wltb Omnnunfr+pg The Lease provides, mu:ag other things. that Lmor all not use or pennlt lbe me of arr, portion of I.mar'• PIDperly in a way wbkh lrclietfeies with the CQIDIIIIUUCltioN opetado:nl of LeNee's 1'lclllty, -that Lasee hu • right ID revleW and .pprow ord!sapprove, aa:oiding a> procedw. spadBecl in the t.eue,, the deslp. location and opetatlm of any c:aaununicatlon lrmlmltting equipment on Llssal's Property by Irr/ dwd party. f,, J4'W 0mPJDnl This Memcrmdwll ia 10lely for the pwpOR of giril1g CIDI\Sll'Ucdve notice of the Lease, In the event of conflict between the llenN ol the Leue and this Mem.onndum, lhe tmns of the Leue shall control. IN WITNllSS WHEREOP, Lessor and te.ee have duly executed this Memmandmn as of the date fJrst above writtm. PM •. l C 1646 LESSOR: LESSEE: COX COMMUNICAnONS PCS, LP. /l a Delaware Llmlled Partn~ By: /It.I pl I '14:--By· As~~ ... ;"' . MlcbyE.~~aieMidiifE.Moak . ,. Separate Trust U/D/1' dated Odnbtr 17, 1992 Name: Qebbie s, Hm:nina Tille: Vice President Cox Communlcadoas Pioocer. Inc. Geaezal Pll1ner of Cox Pioneu Patnaddpibe Ocnera1 Pinner of Cox Commanlcadaas PCS, LP The undersigned, to tile aiat of any interest It hes in lhe Lessor's A'i'[ '1{,1/t1 Plapeny as defined ■llow, bcnby ..-&o and ...-,a all dis prcw1s1ons ~r the roreaoi.a Lcase. anc1 .,_ ro k bound 111eset,y to die -cxtcol a Ibo Lc:ssar Identified lllcrdn. INNOVATM TIME CORPORATION, ~--c;;;;IIU 1-JJ Mickey E. Novak, Pn:sident STATE OP CALIFORNIA COONT\'O~Q~ ) 0n-9:cl-", -'13 befoft~tl.JA.ue!l1lt.i~~~r,-6naDyappeanic1 -~~~!=•Illy lana.• la ane (or~-:.:..~-= rd:nowledgecl Comelhat he~ ~~!heir authomed cap~ aid lbat by hls/hel~lheir ~ 41\ the Instrument the ~ er the entity upan be1d al which lbe ~ uicultd tLe llltrlmlalt. • r WITNESS my hand and offidal seal. ~~~~.ilkl fiRI C 1649 0 CAUFOR•A ALI.-PUIIPOSE ACKNOWLEDGMENT • • State of Ca I, ·/o.m,. ,.._,. County or CUA,,,6 t.- On ~ 1,;"-,992 beforeme, 12M,c W?•~ ~ llM1- DMo '" r:") ----Ollolt...... -·~ personally appeared u,J;/,,"e, K.' ,Sinffl@U -Cll)lll-1 or( personaRy known to me -OR-D proved to me on the basis of satisfactory evidence to be ltVI ~ ~ whose name(et 18/aJe subscribed to 1he wfthin inslrument and acknowledged to me that~ exemted the same In lliwhel'Aheir IUlhollzed c:apaclty(IN), and that by fllellher/tllelr slgnature(e) on lhe lnstru!Ml'lt1he per'IOO~ or the entity upon behalf of which the person(&) acted. executed the Instrument. ------------OPTIONAL-----------T1loujjli"" lnlonntlMon balow ts nol /WqUQd by lnr, It,,,.,,,_ va/ualJl8 ro ,,._ ~on,,,. cfol:illmfnl atta COUid ~ b:ldUl9III IMOIIII artd tNIIIICllllllll/ot 11118 tom! IO IIIOlhardocument, Daorlptlon of Attached Document ,.. .. 'fype .. _,_ ~-1 /4..u -SD/1/r Document Date: 9-d;:97 __ ___. ______ Number of Pages: ~ /MY, Signer(a) Other Than Named Above: _________________ _ Capaclty(les) Cllllmed by Slgner(s) Signer's Name: ________ _ iJ Individual iJ Corporate Officer Title(&):-----------□ Partner -:J Umlled C! General 0 Altomey.fn.Fact 0 Trustee :J Guanffan or Conaeivator iJ Other: _____ _ Signer Is Representing: Signer's Name: _______ __.__ :. Individual ::: Corporate Officer TIiie(&): _________ _ :: Parmer -G Limited :.: General = Attomey♦Facl C Trustee = Guardian or Conseiva10r r.: Other: ------ Signer Is Representing: Prod.No.Ho•· _c.,.,..._, __ • C 165(1 JIX:i«\J, PE5QUPTION OJ: 1,ffiSOB'S fiQPBRIY PutelA: Pan:el 2 d Parcel -No. 15687, in the City of Cad&bad, County of San Diego, State of CaUfoalla. filed fn the Of&e« the County Recorder of San Dteao Counly, on May 30, 1989 u File/hp No. 89-- 283195ofOffida11-olds. ~therefrom 50 pesam of all oil, mlnmJ, gas, and olher hyc:hoaltbon'subslawbelow adeplh of !00 feet ,mder .i prop¢y above described, without the dght of IUlface lfttly,• IWIIIM!d by, CarJsbld Properties, a putnerlblp, in deed lecorcled JulY 5, 19'18 u file/Page No. 78-2'91!6 ol Offidal Becoa3s. Relaving lhaehom an easement for gr.nera1 road, all Ulilities, dmnage and lndcleDlal purposes over that mrtail\ "Cifnesal Utility I: Public ACCISS Basement Dedicated to the~ of Ctdad Hmm" ab Edison P1.ace (private street) u ~ on Paroe1 Map No.156117, in the City of CadtW, Countyof Sua Diego, State of CaHlomla,, filed In the 0f6cie of the County Recorder olSan Diego County, OIi May 30. 1989 as Pile/Page No. 89-283195 of OiffdaJ Records. Pan:elB: An easement for general road, all utilliies, drainage 111d inddental pmposes over that mtain "'Cenen1 Utility le Pllblic ~ ~ Dedlcalld to the c:lty of c..rJsbad &reari" m Edi9ol\ Place (private street) as shown on Parcel Map No. 15687, tn the City of CarJebad. c~ of San DJego,Slate of Callfomia, filed Jn the Offfee of the County Recorder ol San Diego County, Oil May 30, 1989 as File/Pap No. 89-2!3195 of Offida1 Records. Empting therefrom all that portion lying within Pmel "A" above. C RECORDING REQUESTED BY AND ) WHEN RECORDED MAIL TO: ) ) City Clerk ) CITY OF CARLSBAD ) 1 200 Carlsbad Village Drive ) Carlsbad, California 92008-1989 .,-) •'··, ·: · 645 0 DOC# 1998-0462396 JUL 24~ 1998 10:22 AM OFFICIAL RECORDS ' '. SAN DIEGO lnJNTV RECORD£R'S lfFICE GREGORY J. SMITH, COUNTY RECORDER FEES: 13.00 . ~. . -.... : ..... •\ Spa9E{above~tfi'is line for Recorder's use • ' ,, . ·,,1.·. ' • · · ·,'NOTICE. OF. RESTRICTION ·ON .REAL PROPERTY .. •• . .,' . . • ~ ~.. • ; . • .: .. ·: ' : : • ' ... '! . . . ' The reai p~o~erty~_'located in the City of Carlsbad, County .. of· ~~fi··~iego, State ~ . . '. . . • i' . . . . . . ·. • .· • -.••.• -. . .-• ., : . ·, •. ' .. > ,: of Californi~:~ie.scrib~d -~s follows: ., ·... '.\·:.,".:-·.,::• .. ,\.' ' . , . ' ... ;,_ . .,. . :_:,a;ei 2 .of Parcel Map .. 15().87 i~'.'the Cify of C~r~~~d;'.¢~~ntr:>-\.·· ·::-_:~(:~~~' .. ~~~o,.:~tate ·of_ Caiifo~nia,.'filed _in .. ~e offi~--~~::t~e.\'.,;' -:-C91Q1ty Record~r-:of San Di~o C(!unty, .on:M~y,.30; 19.89t. as~,;:.·. ; ·Fil~~ge No. 89;_283}95 of o~cjsl recor~~/.'::: · ·· .. : ,--;": · · ··. · · · • • ,,, • > • ' ~ • • • •• • • ·~ • • , • J • • . ' : • , ' •, •.• •• • f .•" ' .... • • 1, • • ", I;~•:•,~,,:~,•:~.•• :.,• , ,r I ' • • o o ~ • • • • 0 > • • is restricted by, a Co.nditlo·n~I Use Permit No. CUP ~~-~06·. i~~J~;( ~.y the City of ::· _:>\·'' .. ,·· ·--'·. ·. · .... ·.·'. t\:' /:. _:_ \: ':,': Carlsbad on June 3,· 1,998. · A copy. is ·on•.·file' at· the C:;lty. ·of Carlsbad Planning : •<•,• .• : ,: -~. • ..... ~.,_•, I ~ •, • ., _:::· -.. -,•.,•: •.•~• Department. The obligatidns: and restrictiohs i.,:nR9f:!~d:''ar~· .. bi~ding on all present or future interest holders or estate holders of the property. Rev. 06/04/96 J -.. C 646 OWNER: CITY OF CARLSBAD Vb ;,ic.~'1 Nf)\16,.\c. Owne~me 1~);(/ ~'°26 Signature MICHAEl.J.LZMER, Planning Dir:z;r :t/0 f3 Date Print name and title Signature A_LEtHA L. RAUTENKRANZ, City Cl k .. • • • • • • ' ,' •, ' l ,. ··.·. Date . -. . · . .:::.: \~\ . ' ' .. -: :-. ··~·,. .i:·.:~: :. :-' />:,:, t.-:: • • a,• ~••~>>:•:~•:=>~•:~:•;•:: (Proper notar'J~/ -aq15r1·~-~!ecJ.gr'1ent of execution by Cont~~torm.us( ~(3: atfa~~~d.) .. -:.-~·:-.::· .. _.· .... ·. ,:.::·. . , ..... .,,. -· ... << ·:· (President oi<v;6e_::,iresldent AND secretaty or. s'ssisiant .s'e~ielaiy. m.~st sign for corporations. )f ~JJ/y·ime·pff!cer s_lgns, the (?brporaiion must att~ch _a.fesoiution certified by the secretary or ~~ist~nt secretary under corporate S{:;.a(empowe(:ing .'that officer to bind the corporafio.h) ... -: ·. '· · . .. .. . . -· '.:° _:: \ · . . ·.: ,_: ·. ·,.,. .... .:. •,•:\' ,,,:1·,,.~., :•,,~ • .. , :,r;:,~.:;.~'• .•"· · .. ,' ·.· (If signed by an Jndivie$i1f11 part(Jet; • ·th¢,:.psrtne~hlp mt1~f'. _;3ftach a statement of • • • • • • • • • (.. • ' '· ' -# • ~ • • • • .. partnership authonzmg the p;:1rtn~r-to_ exe,_ciute-this:;n~t;:u,r,en:Q.-.. · •• • •• • •• • ' • • • ••• ~ < Rev. 06/04/96 ,. ... C 0 647 STATE OF CALIFORNIA COUNTY OF SAN DIEGO On -SIA-l~ 1, l ~ ~ 8' before me, A~us \l . ::t"¼Vl'.'f'i>O\'\. U<>i9'::!'\ e,,. b'{,e, Notary Public, personally appeared _.....nY\Aa.ii.£.,\~-<i..:~~,b;b\~ouiv~a~'s-.......================ D personall·,· k11ow11 to hie ~ or ~ proveci ._to me on the basis of satisfactory ,. ' .. evidence to be the person(~.'-ivl(bo_se: riaf11e(~)_ '. isiaf~: ~ubscribed to the within instrument and acknowledged . .to.· ~e· ·. 1hat · h~i~~/~hjjy.\~~cuted the same in his/hj',r/thefir author(~~d:: c-~-pacity(i~)>·a~,d-::.th~_t -~~_-hls/h~rlt~(i~(g~ature(S, on the Instrument the -P,~r.so~(~l, 'or the .. eti,fry. -9~_~1'.'i :~e.h~if of: .which :t.he•:~erson(p) acted, executed the in~t~~~~~~::· '.· . ... :· . .-:\/-·· · .. · ,.-•.· .· . . _, .:· . \\: __ ··-: ~·:,-.-:: .. ~·\: . . . . . · .... :_-.. . ... . . ,,• \ ~ . . ~·.· : '~ '. "._:· __ _.,,,:\\'· .. ~:< . .. ' ... ~ . Rev. 06/04/96 -;.. ,i.-oqz-3a RECORDING REQUESTED BY, AND WHEN RECORDED. RBTUR.N TO: Pacific Bell Mobile Services 1345 l,170 C..(")f'r1-ei"!>fr,y-.e l:t,, 6, .. 1,f.e r.fD !6~4'\ 7)i't:sc'/ c.,{ qa., .,_, Attention: 1 ~ • ,II J , _ ~ ~Y?-, rr yt\ • ·~~ l'Y"'f/~ DOC# 1999-0275756 APr 26P 1999 a:11 lfflCill RmlROO AM Bm DIEGO roMTV lmla{R'S OFFICE GlmlRV J. 941TH, aunY R£WIDER FEES: !i.00 00: flF1f IIIIIIIIIIIHII 1989-0271i766 MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE ("Memorandum") dated as of O,t 9'fh . 199,1'; is between Mickey B, NqyRk :rmaar lht; MJckoy N()YAk Sr.parale Trust UIDI[ QaWSOgglgr 17, 199.2 ("Lesso('), and PACIFIC BELL MOBILE SERVICF.8, a Califomia c:crporatjon ("'Lessee"). . gcrrALS WHEREAS, Lessor -u,essec bave executed tbal CCf18ln Communlcadons Site Lease Agmemeot ("Lwe")datedasof DJ. '., , 199Z..coverinacettainpRllllses("Ptrmlses'')~ituatedonc:Mainreal pn,peny located in the City or CatJsb,ad. County or b9 Diego. S1.arc ofCaUfomJa. and ti\ore particularly described in Bx.bib it "A., auached ~ and ~ belein by tbfs reference; and -: :- WHEREAS. Lessor and Lessee desire to record notice of the Lease In the Omcial Records of San Diego County, California; NOW, THEREFORE, in consideration or the foregoing. Lessor and Lessee hereby dccJare as follows: 1, Demise. Lessor bas leased Che Premises to Lessee (together with access rights), and Lessee bas bircd the Premises from Lessor, subject to the terms, covenants and conditions conlainecl bl the Lease. 2. Explratloq lb!!!, Tho term of the Lease ("Tenn'') is scheduled to commence on or before Aprii 1. 1991, and shall expire Jm <.W years tbeleaf'ler, subject to Lessee•a option to exttnd lbe Term pursuant to Sccllon 4 or the Lease for four® additional len1'S of ,fi!s@ ye.a each. 3. Lease CqtroHlpg. This Memoiandum Js solely for lhe purpose of giviDg consttucdve notice of tbc Lease. In lbc event of coaftlct between tbe rerms of the Lease and this Memorandum, the terms of the Lease aball coolml. _.:.; (SIGNA'l1.JRE PAGE FOLLOWS) 22,mLm,ooc 8 10/QIJ/97 C 0 1346 04JfY1J97 (08112i!l6) IN WITNESS WHEREOF, Lessor and Lessee have executed this Memorandum or Lease as of the date and year fic&t wriuen above. ATI'EST WITNESS By:-------------(sJgnalW'e) Name (print or type): _______ _ Dalesignfld: __________ _ A 'l'IEST wrrNBSS By:-------------(signature) Name (print or type): _______ _ Date.signed: __________ _ 22413Lln.DOC 9 U:SSOR MICKEY E. NOVAK TRUSTEE OF THE MICKEY NOVAK SEPARATE TRUST umrr DATED ocroa,a 1} um By: . ~/41 /IL✓· . (signature) Name (print or type): MtckeY B, Novak Title: l'rustee LF.SSEE PACIFIC BELL MOBILE SER.VICES, :~ (signatuie Name (print or lype): tl:J;4.L...,' e fljlll] " Title: J)iac.7:>r :Uq:ft,'/Nf 1 Dµo:lims · IOJO!>l97 ' . \ STATS OP CALIFORNIA COUNTY OF Si\.J 9 lt", ~ ) ) 1347 01/02/97 (08/1:2196) . ; On Cc,\-.<1 4 lti.~7 ------beforeme, ltt Ii t4~1>Jc.oc..k... , personally ap,Pellffit /hf sk '-~ Es;( w11:r& 6( p\fe:)k -" -, poaendy bow.a to me (q, J)IOYed to me on the basis of satisfactory evidence) to be the person(lt) whose natne6il) ~ subsaibed to the wit.bin instrument and acknowledged to mo tha& be/slt~lltO,-ell-CCUted lhc same in · hlsJher/thcb-autborized capadty('-s), and that by bislhetltlteir sigoatureOO on lhc instrument the pcrsoo(lr). or the entity upon behalf of which the pezson~ acted, executed the iastnunenL 1 • • • • • e e • • + 0 ,.1 my halld and official seal. ... • ~.JW'~76 1 ~ /:\J II Hotaty"411ic: -Calfolnlo ! Signature: '"N. ~ ..... ~~~~~IV ... , -nm. -Oct,. 1'99 STATEOF~ ) COUNTY OF ,.!i:.-·1;, ''6'> ) On Uo'1 .. W"\~C' e: j'ltf1 beforemc, /Jon«, ·i -,-{1,4,..,,.,,,,'i,(rvt , personally appeared _ j, _ 1. I J; Fl;r.-. • personally known to me (#pN\lell to me on die basis of&ads6dvly c,ldcnc:c) ro be lbe person~ whose name<,) ls/JFC subscribed to tbe wlOwt instrument and adatowledgcd to me that he/f,lacldiey execured Che same in bis/bet/theft autbori%ed capacity(.ies), and that by bls/hd/&llcfr slpaturc(a) on the insttument lbe personoo; or the enticy upon behalf of which the pcqon(') acted, executed tbe insCtWnent. WITNESS my band an~ .,cial seal. Signature: ~ I(;. ~ 224UL83.DOC IQ w AGNES V. lHOMPSON . Commission# l 145458 Notary ru01ic • ca,~ San Diego County MVCorrm. E#Jil'e$ Jul 3. 10'®/97 C 0 13.48 EXBJBRA LEGAL DESCRD'nON Oli'LESSO'.R'S PROPERTY Lessor's Propeny of which Premises are a part fa legally described as follows: Property Addccss: ,au NIIOP ei'" car1&bada o,11rmma noos Assessor's Parcel Nwnber: 212::092:23-00 ~an Diego Coup~ Califorp. PARCEL A: 04mm (08112196) Parcel 2.of Parcel Map No. 15687, in the Cty of Carlsbad, County of San Diego, State of California, filed in the Office of the County Recorder of San Diego County· on May 30, 1989 as File No. 89-283195 of Official Records. EXCEPTING THEREFROM SO percent of al oil. mineral, gas and other hydrocarbon substances below a depth of SOO feet under the teal property above describ~ without the right of surface entry. as reservoo by Carlsbad Properties, a partnership, in deed recorded July S, 1978 as File No. 78-279136 of Official Records. · RESERVING TIIEREFROM an easement for general road, all utilities. drainage and incidental purposes over that certain "General Utility & Publle Aecess Easement dedieated to the City of Carlsbad hereon" aka Edison Place (private street),as shown ori Parcel Map No. 15687, in the City of Carl$bad, County of San Diego, State of California, filed in the Office of the County Recorder of San Diego County on May 30, 1989 as File No. 89-283195 of Official Records. PARCELB: An easement for g$11eral r()ad, all utilities, drainage and incidental purposes over that certain 11General Utility &. Public Access Easement dedicated to the City of Carlsbad hereon" aka Edison Place (private street), as shown on Parcel Map No. 15687, in the City of Carlsbad. County of San Diego, State of California, filed in the Office of the County Recorder of San Diego County on May 30. 1989 as F'lle No. 89-283195 of Official Records. EXCEPTING TIIEREFROM aU that portion lyjng within Parcel "A" above. 2Z4ULB3.DOC 6 10IOPJ97 C .... .DOC tt 1999-0606099 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: 802 AirTouch Cellular SeP 02, 1999 8:00 OFFICIAL RECmDS SAN DIEfil L'OONTV REcm!IR'S OFFICE GREGORY J. SMITH, crum RECORDER FEES: 37.00 IIC: Aflf AM 5355 Mira Sorrento Place, Suite 500 San Diego, California 92121 Attention: Real Estate Department Site Name: Palomar Airport Road llHll 11~ IHll 11 ~le :3 39.2. 4 ro.,, f ggg.06060QQ (Space above this line for Recorder's use.) MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE evidences that a lease was entered into as of .jµkj$', 1999, by and between MICKEY E. NOV AK, Trustee of the Mickey Novak Separate Trust U/Dfr dated · ber 17, 1992 ("Landlord"), and AIRTOUCH CELLULAR, a California corporation ("Tenant") concerning certain real property located at 5858 Edison Place, in the City of Carlsbad, County of San Diego, State of California, within the property of Landlord which is described in Exhibit "A 1" attached hereto ("Landlord's Property"), together with a right of access and to install and maintain utilities, for an initial tenn of five (5) years, which term is subject to certain rights to extend by Tenant. Landlord shall not cause or pennit any use of the Landlord's Property which interferes with or impairs the quality of the communications services being rendered by Tenant. Landlord agrees that no other antenna(s) shall be erected upon any portion of Landlord's Property without Tenant's prior written consent. IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Memorandum of Lease Agreement as of the day and year first above written. LANDLORD: MICKEY E. NOV AK, Trustee of the Mickey Novak Separate Trust U/D/f :a~ T 17, 1992 By,~//,(,/ Mickey.Novak, Trustee . db , .... Lawycn Tit!., 'l'l!i-. Instrument filed for rccor Y been axamiaed as to ,.~ ,n •~comodlllion only. It 1-.as not ;., ~c:utlon or aa 10 IU effect upon die title. TENANT: AIRTOUCH CELLULAR, a California corporation weatt, etwoit Se1vices, Sierra Pacific Region ... C ----ro , .. 803 EXHIBIT "A•l" · Leg~I Description ofLandlord's Property ORDER NO.: 263392-02 Parcel 2 of Parcel Map No. 15687, in the City of Carlsbad, County of San Diego; State of California, filed in the OFfiqe of the County Recorder of San Diego County, on ~ay 30, 1989 as File/_J>age No. 89•283195 of ·official Records. Excepting the~efrom 50 percent of all oil, 1tlineral, gas, and other hydrocarbon substances below a depth of 500 feet under the real property above described, without the right of surface entry, as reserved by Carlsbad Properties, a partnership, in deed recorded July s, 1978 as File/Page No. 78-279136 of Official Records. Reserving therefrom an easement for general road, all utilities, drainage and incidental purposes over that certain "General Utility & Public Access Easement Dedicated to the city of Carlsbad Hereon" aka Edison Place (private street} as shown on Parcel Map No. 15687, in the City of Carlsbad, County of San Diego, State of California, filed in the Office of the County Recorder of San Diego County, on May 3 0, 1989 as File/Page No.· 89-28319S of Official Records. Parcel B: An easement for general road, all utilities, drainage and incidental purposes over that certain naeneral Utility & Public Access Easement Dedicated to the city of Carlsbad Hereon" aka Edison Place (private street} as shown on Parcel Map No. 15687, in the City of Carlsbad, County of San Diego, State of.California, filed in the Office of the County Recorder of San Diego County, on May 30, 1989 as File/Page No. 89-283195 of.Official Records. Exc';pting therefrom all that portion lying within Parcel "A" above. &hibit "A•t• 804 State of California ) ) ss. County of Orange ) On J~ J."J .19,11 before me, &kv~ t/ol lo.t1Jnotary public, penooally appeared Jllllle8 R. Thweatt, pc,.onally known to me (or proved to me on the ofnllsfactory cvldenc:o) to be the whOff name Is subscribed to the within lnslrul'llcnl and acknowledged tn me that he executed tho same ln hls authorized capacity, and that by his signature on the inslrwnent tho pmon, or tho on thy upon behalf of which the person acted. executed tho Instrument. C 0 -California All-Purpose Aoknowledgment State of CnQi+>arn L°'--. sos County of ~fl.AA. .. ~ :§ 0 On /Jt~, l q { 9.qq before me, ~ ]aWLG?~ nw.utli. ~bl IC I DATB I , TITLII OPPICiR • 1,CI,, • IX>II, llOT1,U 11118t.lC• Personally appeared NI ~kfc.l ,Uoua,< I I 1111MBIS) OP Bic:112R(SI K. personally known to me -OR-D proved to me on the basis of satisfactory evidence to be the person(s) whose name ( s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her their signature (s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. -. . .. .. ... . • OFFICW. SEAL r JANA M. GOBER ' WITNESS my hand and official seal. I ~,£j q~l1Jlp~ 4 0 0 • a c s OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHBD DOCUMENT D INDIVIDUAL D CORPORATE OFFICER TITLE OR TYPB OP llOCtJMIINT Tl'l'l,B(SI NUMBER OF PAGES TI'l'Lll(S) □ PARTNER(S) □ L.IMITED MTB OP DOCIMl!lff □ GENERAL □ ATTORNEY-IN-FACT D TRUSTEE(S) SlONBR(S) OTlfER TIWI N1'MED ABOVI! D GUARDIAN/CONSERVATOR D OTHER: SXGNl!R (Sl OTIIBR 'l'IIAN IIJIHIID ABOVE SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY ( IES) DOC# 2001-0060095 RECORDING REQUESTED BY AND ) WHEN RECORDED MAIL TO: ) ) City Clerk ) CITY OF CARLSBAD ) 1 200 Carlsbad Village Drive ) Carlsbad, California 92008-1989 ) 6666· FEB 01, 2001 1:53 OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE GREOORV J. SMITH, COUNTY RIDJRDER FEES: 13.00 \11111111111116 2001-00IS009& Space above this line for Recorder's use Assessor's Paroel Number 212-092-30-00 · ------------Project Number and Name CUP 00-31 -PALOMAR AIRPORT ROAD COMM SITE NOTICE OF RESTRICTION ON REAL PROPERTY The real property located in the City of Carlsbad, County of San Diego, State of California described as follows: Parcel 2 of Parcel Map No. 15687, in the City of Carlsbad, County of San Diego, State of California, filed in the office of the county recorder of San Diego County, on May 30, 1989, as file no. 89-283195 of official records is restricted by a Conditional Use Permit No(s). 00-31 issued by the City of Carlsbad on November 1, 2000. A copy is on file at the City of Carlsbad Planning Department. The obligations and restrictions imposed are binding on all present or future interest holders or estate holders of the property. Rev. 06/04/96 PM OWNER: Print name and title Signature Print name and title Date 6667 CITY OF CARLSBAD Ml~ Planning Director de/o I 1 ' Date ATTEST: RRAINE M. WO , City Clerk ANICE BREITENFELD, Deputy City Clerk APPRO ED AS TO FORM: RONAL R. BALL, Cit (Proper notarial acknowledgment of execution by Contractor must be attached.) (Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.) (If signed by an individual partner, the partnership must attach a statement of partnership authorizing the partner to execute this instrument). Rev. 06/04/96 6668 STATE OF CALIFORNIA COUNTY OF SAN DIEGO before me, /11.£. NWl-{)t-5, ---------------- Notary Public, personally appeared _ _-<,)l/_1_&.c..;.__e__,_y_;J___,d;...;// _____ 4.,_;L ______ _ 0 personally known to me -or ~ved to me on the basis of satisfact~ry evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. (Signature of Notary) i············1 M. it NICHOLS • • Commission# 1152057 ~ -. Notory Public • Colifomlo f: Orange county Mt Comm. ExpiresAug 17, 2X>l Rev. 06/04/96 C . ~~.t" .• 12978 RECORDING REQUESTED BY PREPARED BY AND -WHEN RECORDED MAIL TO: WIRELESS CAPITAL PARTNERS, LLC 2800 28th Street, Suite 100 J.f _ Santa Monica, California 90405 '\ ~ · Attn: Servicing Manager ~ tk WCP:72390 ¥ CS:,f'I', Bl)..-oQa-- 0 1 DOC# 2007-0117555 I I 111111111111111111111111111111111111111111111\ IIII\ IIIII IIIII IIII IIII FEB 21. 2007 2:33 PM . OFFICIAL RECORDS SArl OIEGO COUIITY RECORDER'S OFFICE GREGORY J. SMITH,COUmYAECORDER FEES: 19.00 OC: NA P.t-.GES: 5 110111 um um 01111111nm um um 01! nm nm 11111 n1110~1u11w1 .. -----20.07:-01:1:7555--- MEMORANDUM OF PURCHASE AND SALE OF LEASE AND SUCCESSOR LEASE This Memorandum of Purchase and Sale of Lease and Successor Lease (this "Memorandum") is made as of Tue ?..~ 1..oo.C. between MICKEY E. NOV AK, TRUSTEE OF THE MICKEY NOVAK SEPARATE TRUST U/D/f DATED OCTOBER 17, 1992 ("Landlord"), and WIRELESS CAPITAL PARlNERS, LLC, a Delaware limited liability company ("WCP"). A. Landlord, as lessor, and Pacific Bell Mobile Services, a California corporation, as lessee ("Tenant"), are parties to that certain lease dated as of October 9, 1997, a memorandum of which was recorded on April 26, 1999, as Instrument No. 1999-0275756, as amended (the "Lease"), with respect to the premises described on Schedule A attached hereto (the "Premises"). B. Landlord and WCP are parties to a Purchase and Sale of Lease and Successor Lease dated on or about the date hereof (the "Agreement"), pursuant to which Landlord has, among other things, sold and assigned to WCP its right, title and interest in and to the Lease. The parties hereto desire to execute this Memorandum to provide constructive notice of the existence of the Lease and the Agreement, and of WCP's rights under the Agreement including the easement granted therein. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto acknowledge and/or agree as follows: Landlord has sold and assigned and hereby does sell and assign all of'its right, title and interest in and to the Lease to WCP, on the tenns and subject to the conditions set forth in the Agreement. The Lease expires by its terms on or about June 30, 2008 and contains four (4) option(s) to renew or extend the term for an additional period of five (S) years each. Landlord has leased and hereby does lease the Premises to WCP, on the terms and subject to the conditions set forth in the Agreement. The successor lease is for a tenn commencing upon the expiration or tennination of the Lease and ending on January 31, 2032. Landlord has retained all of Landlord's obligations and liabilities under the Lease. C 12979 The terms and conditions of the Lease and the Agreement arc hereby incorporated herein by reference as if set forth herein in full. Copies of the Lease and the Agreement are maintained by WCP at the address of WCP above and are available to interested parties upon request. This Memorandum has been duly executed by the undersigned as of the date first written above. 'LANDLORD: WCP: MICKEY E. NOV AK, TRUSTEE OF THE MICKEY NOV AK SEP ARA TE TRUST U/D/f DATED OCTOBER 17, 1992 :~c: Mickey~fl!l Its: Trustee WIRELESS CAPITAL PARTNERS, LLC. a Delaware limited liability company By: ~j_-Name: Joniage Its: ~T_,re=as=----------- [NOTE: ALL SIGNATURES MUST BE PROPERLY NOT ARIZEDJ '· •.. . -.. .. C 0 12980 ALL-PURPOSE ACKNOWLEDGMENT Stateof CA } County of San D'e.eD ss. on!ECf'~~--'tanleM"'N~t~fjP.bJc Hamund Ollictf(e-9 .. • neOoil, . personally appeared \v\ ft.~ £ • AJ/4),Jl,9-s;{,;;, O pp,sonally known to me [y,-'proved to me on the basis of satisfactory evidence to be the person{sr whose names'(s)-is/a,e- subsaibed to the within instrument and acknowledged to me that he/6he11b~ executed the same In hls/heflthelr authorized capacity(ie9►, and that by his/l:lerltbelr signatures(9)"on the Instrument the person(&}, or the entity upon behalf of which the person(S,-acted, executed the instrument. ------------OPTIONAL------------ Thouph lhe lnformellon below Is nol ~bylaw, It 11111y p,ov. valueble lo pe,aons rt:/ylng on Ille document and could not pm,enl hudulenl ,emova/ and n,ellecJunqnf of this form lo another doc111nt111I. Description of Attached Document Title or Type of Document. _____________________ _ Document Date:. ___________ _ Number of Pages: _____ _ Signer(s) Other Than Named Above:. __________________ _ Capaclty(les) Claimed by Signer Signer's Name:. ___________________ _ 0 Individual 0 Corporate Officer-Tltle(s): ______________ _ 0 Partner• D Limited O General D Attorney-In-Fact D Trustee D Guardian or Conservator D Other.. _____________________ _ Signer is Representing: _________________ _ 0 11199 Nallanal Nalafy Assodatian www.n11llonelnotafy.Of8 Prod. Ho. !1907 •• .. • •.. .. 12981 ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of LOS ANGELES On __ 1""2'""·29-•2::.:0:.:06c.:.-__ before me, Dalt Dureu L Raines, Notary PubUc • Name and 'TIiie of Otlicer (e.g .. •Jane Doe. Notary Puellc1 personally appeared _______ ....;:J;:,:O:=:Oul lt:;;z.:,Saa~.:;•.,,,....-:-:------------""me<•> Of Signer(I) X personally known to me D proved to me on the basis of satisfacto,y evidence to be the person whose names is subscribed to the within Instrument and acknowledged to me that she executed the same In her authorized capacity, and that by her signatures on the Instrument the person, or the enUty upon behalf of which the person acted, executed the lnstrumenl WPz:?t- -------------·-OPTIONAL------------ThaUQh the lnformallan below Is nol required by law, U moy prr,vo lfa/lnlllle to po,sons 181)'ing on the document 911d clJUld nal ,--1 frludufenl removal lltld t9altachmenl al this form lo another document. Ion of Attached Document Number of Pages:. _____ _ Capacity(ies) Clal'?"ed by Signer Signer's Name.: _____________ ..,._,_ _______ _ 0 Individual D Corporate Officer -Tltle(s); D Partner-0 Limited D Ge'-ne-ra-,----------a.....--- 0 Attomey•in-Fact 0 Trustee 0 Guardian or Conservator 0 Other:. ____________________ _ Signer is Representing:. _________________ _ r;: (,t 1111u•,H)f n,•n (lj-'-.,I f LI~ C ..... . . .. . .. .. .. SCHEDULE A LEGAL DESCRIPTION AND LEASE DESCRIPTION 0 ~ 12982 That certain LEASE AGREEMENT dated October 9, 1997, by and between MICKEY E. NOV AK, TRUSTEE OF THE MICKEY NOV AK SEP ARA TE TRUST U/0/1' DATED OCTOBER 17, 1992, whose address is 401 Glenneyre St, #E, c/o Peter McMahon, Laguna Beach, CA 92651 ("Landlord'') and Pacific Bell Mobile Services, a California corporation (''Tenant"), whose address is 4420 Rosewood Drive, Pleasanton, CA 94588, for ·the property located at 5858 Edison Pl, Carlsbad, CA 92008, for which a memorandum was recorded on April 26, 1999 as Instrument No. 1999-0275756 in the San Diego County Registry. The Legal Description is as follows: PARCEL A: PARCEL 2 OF PARCEL MAP NO. 15687, IN THE CTTY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ALED IN 11-IE OFFICE OF 1HE COUNTY RECORDER OF SAN DIEGO COUNlY ON MAY 30, 1989 AS INSTRUMENT NO. 89-283195 OF OFFIOAL RECORDS. EXCEPTING THEREFROM 50 PERCENT OF ALL OIL. MINERAL, GAS AND OTHER HYDROCARBON SUBSTANCES BELOW A DEPTH OF 500 FEET UNDER THE REAL PROPERTY ABOVE DESCRIBED, WllliOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY CARL58AD PROPERTIES, A PARTNERSHIP, IN DEED RECORDED JULY 5, 1978 AS INSTRUMENT NO. 78-279136 Of OFFICIAL RECORDS. RESERVING THEREFROM AN EASEMENT FOR GENERAL ROAD, ALL UTIUTIES , DRAINAGE AND INCIDENTAL PURPOSES OVER TI-IAT CERTAIN "GENERAL UTILITY ANO PUBLIC ACCESS EASEMENT DEDICATED TO THE UlY OF CARLSBAD HEREON" AKA EDISON PLACE (PRIVATE STREET) AS SHOWN ON IN PARCEL MAP NO. 15687, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA. ALEO IN THE OFFICE OF THE COUNTY RECORDER OF SAN .DIEGO COUNTY ON MAY 30, 1989 AS INSTRUMENT NO. 89-283195 OF OFACJAL RECORDS. PARCEL 8: AN EASEMENT FOR GENERAL ROAD, AU. llTILITIES, DRAINAGE AND IN□DENTAL PURPOSES OVER THAT CERTAIN "GENERAL" UTILJn' AND PUBUC ACCESS EASEMENT DEDICATED TO THE CITY OF CARLSBAD HEREON" AKA EDISON PLACE (PRIVATE STREET) AS SHOWN ON PARCa MAP NO. 15687, IN THE CITY OF CARlSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS INSTRUMENT NO. 89-283195 OF OFFICIAL RECORDS. (1.PK) j,. c).\~-09d--~ ,._ t. • .. • I , .. -:; 12983 RECORDING REQUESTED BY PREP ARBO BY AND WHEN RECORDED MAIL T.O: ., WIRELESS CAPITAL PARTNERS, LLC 2800 28th Street, Suite 100 t,;h Santa Monica, California 90405 ·"j ~- Attn: Servicing Manager /\. WCP: 67426 h .t1" J:tl.::di t .J DOC# 2007-0117656 . 111111111111 lllf I 1111111111111111111111111 lllll 1111111111 IIIJI 11111111 FEB 21, 2007 2:33 PM OFFJCJAL R£CORClS SAfj DIEGO cou~~ fY Rf CORDER'S OFFICE GREGOR',' J. SMITH. COUNTY RECORDER FEES: 19.00 OC: NA PAGES: 5 1111111 um 11m n1111rn1 nw 011 ow um 11111 um 0111 um 011101111 MEMORANDUM OF PURCHASE AND SALE OF LEASE AND SUCCESSOR LEASE This Memonmdum of Purchase and Sale of Lease and Successor Lease (this "Memorandum") is made as of/)e, lt0. 2oo6 between MICKEY E. NOVAK, TRUSTEE OF THE MICKEY NOVAK SEPARATE TRUST U/D/f DATED OCTOBER 17, 1992 (11Landlord"), and WIRELESS CAPITAL PARTNERS, LLC, a Delaware limited liability company ("WCP"). A. Landlord, as lessor, and Sprint Spectrum, L.P., as lessee ("Tenant"), are parties to that certain lease dated as of September 29, 1997, as amended (the "Lease"). with respect to the premises described on Schedule A attached hereto (the 0 Premises"). B. Landlord and WCP are parties to a Purchase and Sale of Lease and Successor Lease dated on or about the date hereof (the "Agreement.,), pursuant to which Landlord has, among other things, sold and assigned to WCP its right, title and interest in and to the Lease. The parties hereto desire to execute this Memorandum to provide constructive notice of the existence of the Lease and the Agreement, and of WCP's rights under the Agreement including the easement granted therein. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto acknowledge and/or agree as follows: Landlord has sold and assigned and hereby does sell and assign all of its right, title and interest in and to the Lease to WCP. on the tenns and subject to the conditions set forth in the ,Agreement. The Lease expires by its tenns on or about September 30, 2007 and contains two (2) option(s) to renew or extend the term for an additional period of five (5) years each. Landlord has leased and hereby does lease the Premises to WCP. on the terms and subject to the conditions set forth in the Agreement. The successor lease is for a term commencing upon the expiration or tennination of the Lease and ending on January 31, 2032. Landlord has retained all of Landlord's obligations and liabilities under.the Lease. , .. ., C 0 1298.4 The terms and conditions of the Lease and the Agreement are hereby incorporated herein by reference as if set forth herein in fu)]. Copies of the Lease and the Agreement are maintained by WCP at the address of WCP above and are available to interested parties upon request. This Memorandum has been duly· executed by the undersigned as of the date first written above. LANDLORD: WCP: MICKEY E. NOV AK, TRUSTEE OF THE MICKEY NOVAK SEP ARA TE TRUST U/D/T ::TED1w Name: Mickey. Novak Its: Trustee · WIRELESS CAPITAL PARTNERS, LLC, a Delaware limited liability company By: ~L,-- Name:J~age Its: Treasurer [NOTE: ALL SIGNATURES MUST BE PROPERLY NOTARIZED] ALL-PURPOSE ACKNOWLEDGMENT 12985 □ _personally known to me [V' proved to me on the basis of satisfactory evidence to be the person(e) whose namests, is/Bf&- subscribed to the within inslnlment and acknowledged to me that he/sl ie11II ~ .executed the same In hls/heNtl'leir authorized capacity(~. and that by hls/lleJ,llhelr signaturests, on the Instrument the pers~or the entity upon behaH of which the person(e) acted, executed the instrument. ------------·-OPTIONAL------------ Thougll the Information Mlow /1 not rwqu/t9d by /1111, II mey ptOVt velueble to person• telylng on 1M document end could tlOI p,awint frautMent removal and THttechmelll of th/I ronn 10 eno11ter doeumenl. Description of Attached Document Title or Type of Document: _____________________ _ Document Date:. ___________ _ Number of Pages:. _____ _ Slgner(s) Other Than Named Above:. __________________ _ Capaclty(les) Claimed by Signer S~ne~sName:. ___________________ _ 0 Individual D Corporate Offlcer-Tltle(s):. ______________ _ 0 Partner -D Limited D General D Attorney-in-Fact D Trustee D Guardian or Conservator D Other: ____________________ _ Signer ls Representing;. _________________ _ OIN9Nallana1MuyAllocl,lan www.n,,UonelnQl8ly.otQ Rll,! l r HIUl,tdPf~I' n Or 1lt1I t I~ Topal....,....,_ Plod. No. 5807 C 0 1298.6 ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of LOS ANGELES On ___ 1_2""'·29-·2_0=0_6 __ before me, Durell L Raines, Notary Publlc • Dale Name •nd TIUe of OfflCer (e.g .. • Jane OOe, NDlary Pullllc"J personany appeared ________ J_o_n,..I ... L_o_S_aq..,ea.---------------Name(•> of Signer(•) J • • • • • l.Ai'\ CJili• • 1 .. Commbllon # 1613657 Notaiv Public • canromia Lot Angeles County MyCom,n, &pbas Jul 24, 2010 ~ersonally known to me O proved to me on the basis of satisfactory evidence lo be the person whose names is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signatures on the instrument the person, or the entity upon behalf of which the person acted, exe the instrument. do~seal. /C.4------ ------------u,PTIONAL-,-------~--- ThouQh 1h11 lrrfonnatlon llelow ~ l10I required t,y law, ii mey prove 11etua11i. 10 ptrsons relying on lh1t documenl and could not preVflflt fr111.1du/enl nMIOVIII end ~•ttachmelll of this form lo another documtffll. Number of Pages: _____ _ Capaclty(les) Claimed by Signer Signer's Name: ____________ ~.,.-------- □ Individual D Corporate Officer-Tltle(s):. ___________ .......,. __ _ 0 Partner -0 Limited O General 0 Attorney-in-Fact 0 Trustee D Guardian or Conservator D Other: _____________________ _ Signer is Representing:. __________________ _ hlGHT ,..tlll~HlPRl~J r or SIGtJrR Tgpaflllun'f> llefa ' .. ,. . . SCHEDULE A LEGAL DESCRIPTION AND LEASE DESCRIPTION ~987 That certain LEASE AGREEMENT dated September 29, 1997, by and between MICKEY E. NOVAK, TRUSTEE OF THE MICKEY NOVAK SEPARATE TRUST U/D/1' DATED OCTOBER 17, 1992, whose address is 401 Glenneyre St, #E, c/o Peter McMahon, Laguna Beach, CA 92651 ("Landlord") and Sprint Spectrum, L.P. ("Tenant"), whose address is 1505 Fann Credit Drive, McLean, VA 00002, for the property located at 5858 Edison Pl, Carlsbad, CA 92008, in San Diego County. The Legal Description is as follows: PARCEL A: PARCEL 2 OF PARCEL MAP NO. 15687, IN THE OTY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE Of CALIFORNIA, ALED IN lHE OFFICE Of THE C0.UNTY RECORDER OF SAN DIEGO COUNTY ON MAV 30, 1989 AS INSTRUMENT NO. 89-283195 OF OFFIOAl RECORDS. EXCEPTING THEREFROM 50 PERCENT OF All OIL, MINERAL, GAS AND OTHER HYDROCARBON SUBSTANCES BELOW A DEPTI-1 OF 500 FEET UNDER THE REAL PROPERTY ABOVE. DESCRIBED, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY CARLSBAD PROPERTIES, A PARTNERSHIP, IN DEED RECORDED JULY 5, 1978 AS IN51RUMENT NO. 78-279136 OF 0FFIOAL RECORDS. RESERVING THEREFROM AN .EASEMENT FOR GENERAL ROAD, ALL UTIUTIES , DRAINAGE AND INCIDENTAi.. PURPOSES OVER THAT CERTAIN "GENERAL UTILITY AND PUBLIC ACCESS EA.5EMENT DEDICATED TO THE 01Y OF CARLSBAD HEREON" AKA EDISON PLACE (PRIVATE STREET) AS SHOWN ON IN PARCEL MAP NO. 15687, IN THE 01Y OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALJFORNIA, ALEO IN lliE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUN1Y ON MAY 30, 1989 AS INSTRUMENT NO. 89-283195 OF 0FAOAL RECORDS. PARCEL 8: AN ~MENT FOR GENERAL ROAD, ALL UTILITIES, DRAINAGE AND INa0ENTAL PURPOSES OVER THAT CERTAIN "GENERAL" UTllI1Y AND PUBUC ACCESS EASEMENT DEDICATED TO THE CllY OF CARLSBAD HEREON" N<A EDISON PLACE (PRIVATE STREET) AS SHOWN ON PARCEL MAP NO. 15687, IN 11-IE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CAUFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS INSTRUMENT NO. 89-283195 OF omCIAL RECORDS. ~~t--J ~ ~, )--o 7l -'3b C RECORDING REQUESTED BY PREPARED BY AND WHEN RECORDED MAIL TO: WIRELESS CAPITAL PARTNERS, LLC 2800 281h Street, Suite 100 {(?, Santa Monica, California 90405 Attn: Servicing Manager ft WCP: 170599~i)._~(r/)..~ (9~ 0 12988 · DOC# 2007-0117557 j I 11111111111111111111111111111111111111111 lllll llllJ 111111111111111111 I I I ' FEB 21, 2007 2:33 PM OFFIC'JAL RECORDS SAU DIEGO COUtlTY RECORDER'S OFF1t£ GREGORY ,1. SMITH. COUNTY RECORDER FEE'S: 19 00 OC: NA PAGES;· 5 I IU/111111111111 Ulfi 1111101/l um 011111 DIii -~ Ill nm Riil lffl IOI -----.lOQ-l-0-1:1·75·51-- MEMORANDUM OF PURCHASE AND SALE OF LEASE AND SUCCESSOR LEASE This Memorandum of Purchase and Sale of Lease and Successor Lease (this "Memorandum") is made as of l),g 2o, l.oci&between MICKEY E. NOV AK, TRUSTEE OF THE MICKEY NOV AK SEP ARA TE TRUST U/Dff DATED OCTOBER 17, 1992 ("Landlord"), and WIRELESS CAPITAL PARTNERS, LLC, a Delaware limited liabiJity company ("WCP"). A. Landlord, as lessor, and Airtouch CeJlular, a California corporation, as lessee ("Tenant"), are parties to that certain lease dated as of September 1, 1999, a meinorandurn of which was recorded on September 2, 1999, as Instrument No. 1999-060699, as amended (the "Lease"), with respect to the premises described on Schedule A attached hereto (the "Premises"). B. Landlord and WCP are parties to a Purchase and Sale of Lease and Successor Lease dated on or about the date hereof (the "Agreement"), pursuant to which Landlord has, among other things, sold and assigned to WCP its right, title and interest in and to the Lease. The parties hereto desire to execute this Memorandum to provide constructive notice of the existence of the Lease and the Agreement, and of WCP's rights under the Agreement including the easement granted therein. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto acknowledge and/or agree as follows: Landlord has sold and assigned and hereby does sell and assign all of its right, title and interest in and to the Lease to WCP, on the tenns and subject to the conditions set forth in the Agreement. The Lease expires by its terms on or about August 31, 2009 and contains three (3) option(s) to renew or extend the tenn ·for an additional period of five (5) years each. Landlord has leased and hereby does lease the Premises to WCP, on the tenns and subject to the conditions set forth in the Agreement. The successor lease is for a tenn commencing upon the expiration or termination of the Lease and ending on January 31, 2032. Landlord has retained all of Landlord's obligations and liabilities under the Lease. . .,. . 12989 The tenns and conditions of the Lease and the Agreement are hereby incorporated herein by reference as if set forth herein in full. Copies of the Lease and the Agreement are maintained by WCP at the address of WCP above and are available to interested parties upon request. This Memorandum has been duly executed by the undersigned as of the date first written above. LANDLORD: WCP: MICKEY E. NOVAK, TRUSTEE OF THE MICKEY NOVAK SEPARATE TRUST U/D/f :;=°?J;Pil Name: Mickey E. Novak Its: Trustee WIRELESS CAPITAL PARTNERS, LLC, a Delaware limited liability company By: Q.£--- Name: Joniage Its: Treasurer [NOTE: ALL SIGNATURES MUST BE PROPERLY NOTARIZED) 0 ALL-PURPOSE ACKNOWLEDGMENT z liloml1 ! County - Ocl.21~ 0 :12990 D odrsonally known to me Q"proved to me on the basis of satisfactory evidence to be the person(*. whose name$)· ls/are- subscribed to the within instrument and acknowledged to me that he/sheJlhey executed the same in hisltrerftheir authorized .capacity(ie*, and that by hls/her)ltleirslgnatures(eJ-on the instrument the person(st, or the entity upon behalf of which the person(S,,.cted, executed the instrument. ------------OPTIONAL------------- Thou;h th• Informal/on below Is not lflqu/rrld by law, II m,y p,ove 11.iuati/e to petSOl!a relyln(J on Ille docllffltnl •nd could not ,wvent lf'lfludrllerrl ,emoval Md n,att111;hmerrt of /his fom, lo anolher document. Description of Attached Document Title or Type of Document:. ______________________ _ Document Date:. ___________ _ Number of Pages:. _____ _ Signer(s) Other Than Named Above:. ___________________ _ Capaclty(les) Claimed by Signer Signer's Name:. ___________________ _ h l~ ◄l fd\l".lBfJHI~, l ( ~Gr~ R D Individual qi D Corporate Offlcer-Title(s):._....,.. _____________ _ D Partner• D Limited O General 0 Attorney-In-Fact D Trustee D Guardian or Conservator 0 Other.. ___________________ _ Signer Is Representing:. _________________ _ C tll99 National Notary Assaaa~on -.nauonalnOlar)'.acr, Prod. No. 5907 12991 ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of LOS ANGELES On __ 1 __ 2_-2_,9....:•2_,0=0 __ 6 __ before me, Dll1e Durell T. Raines, Notary Public , N•rne-llue or omeer ce.11 .. ·Jane Doe, ~ Pub11c·1 personally appeared _______ --:::J""on""l'-'L;:;:e..,,,S::;:a""'ge:;..,,......,,-,-------------' Name(&) of Sjg,w(&) • DURELLT. ~#1613657 NotaJv ~ • COIIIOmla lol~COWl!V · · MrCormi. Expires Jul 24, 20t0 X personally known to me D proved to me on the basis of satisfactory evidence to be the person whose names Is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signatures on the instrument the person, or the entity upon behalf of which the person acted, executeCS the Instrument. Wl~S ~y j8nd and o.eal. V-dL'? ~ -------------uPnONAL-------------111oug11 Ille informal/on befow la not ,equli.d by law, It may p,ove valuable to persona rely/ng on Ille aocument end eOUld not proW!nt fraudulom ,emoval and roaaachmttnt or this r«m to enolhor document Number of Pages: _____ _ Capaclty(les) Claimed by Signer Signer's Name:, ____________________ _ 0 Individual 0 Corporate Officer-Title(s):, _____________ _..;> __ D Partner -0 Limited O General D Attorney-in-Fact D Trustee 0 Guardian or Conservator 0 Other: _____________________ _ Signer is Representing:. __________________ _ R/Gfif TidJt.lnPl11'.J7 Of ~l-..1flt.R C SCHEDULE A LEGAL DESCRIPTION AND LEASE DESCRIPTION 0 ~2992 That certain LEASE AGREEMENT dated September 1, 1999, by and between MICKEY E. NOV AK, TRUSTEE OF THE MICKEY NOV AK SEP ARA TE TRUST U/D/T DATED OCTOBER 17, 1992, whose address is 401 Glenneyre St, #E, c/o Peter McMahon, Laguna Beach, CA 92651 ("Landlord") and Airtouch Cellular, a California corporation ("Tenant"), whose address is 5355 Mira Sorrento Place, San Diego, CA 92121, for the property located at 5858 Edison Pl, Carlsbad, CA 92008, for which a memorandum was recorded on September 2, t 999 as Instrument No. 1999-060699 in the San Diego County Registry. PARCEL A: PARCEL 2 OF PARCEL MAP NO. 15687, IN THE QlY OF CARLSBAD, COUNTY OF SAN DIEGO, SfATE OF CAUFORNL\ ALEO IN THE OFFICE OF THE COUN'TY RECORDER OF SAN DIEGO COUNlY ON MAY 30, 1989 AS INSTRUMENT NO. 89-283195 OF OfflCJAL RECORDS. EXCEPTING THEREffiOM 50 PERCENT OF ALL OIL, MINERAL, GAS AND OTHER HYDROCARBON SUBSTANCES BELOW A DEPTH OF 500 FEET UNDER THE REAL PROPERTY ABOVE DESCRIBED, WITHOtJT THE RIGHT OF SURFACE ENTRY, PS RESERVED BY CARLSBAD PROPERTIES, A PARTNERSHIP, IN DEED RECORDED JULY 5, 1978 PS INSTRUMENT NO. 78-279136 OF OFFIOAL RECORDS. RESERVING THEREFROM AN EASEMENT FOR GENERAL ROAD, Ali UTIUTIES , DRAINAGE AND INODENTAL PURPOSES OVER lllAT CERTAIN "GENERAL lJTILITY AND PUBUC AC035 EA.SEMENT DEDICATED TO THE CITY Of CARLSBAD HEREON" Ar.A EDISON PLACE (PRIVATE STREET) AS SHOWN ON IN PARCEL MAP NO. 15687, IN THE QTY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ALEO IN lHE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS INSTRUMENT NO. 89-283195 OF OffiOAL RECORDS. PARCEL B: AN EASEMENT FOR GENERAL ROAD, ALL lJTIUTIES, DRAINAGE AND INCTDENTAL PURPOSES OVER THAT CERTAIN "GENERAL" UTILITY AND PUBUC ACCESS EASEMENT DEDICATED TO THE cm OF CARL.58AD HEREON" AKA EDISON PLACE (PRIVATE STREET) AS SHOWN ON PARCEL MAP NO. 15687, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN 11-fE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 PS INSTRUMENT NO. 89-283195 OF OFACIAL RECORDS. ')-f.1&.f l 11-,, ~ho~p-e_ c~ UJ. "7 :)...,,S-/()f..{ S-07 WHEN RECORDED MAIL THIS DEED TO: David Wheeler Newman, Esq. Mitchell Silberberg & Knupp LLP 11377 West Olympic Boulevard Los Angeles, CA 90064-1683 MAIL TAX STATEMENTS TO: Mickey Novak, Trustee 1240 India Slrcct. #2202 San Diego, California 92I01 9502 oo?# 2001-0229503 111111111111111II 111111111111111 lllll 1111111111111111ml 1111111111111 APR 05, 2007 1 :55 PM OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE GREGORY J. SMITH, COUNTY RE CORDE A FEES: 10.00 OC: OC PAGES: 2 11111m1111111u~m1 . . 2007-0229603 · SPACE ABOVE THIS LINE FOR RECORDER'S USE ------------------ Trust Transfer Deed APN: 212-092-36-00 Grant Deed (Excluded from Reappnlisal Under Propoaillon 13. i.e .. Calif. Coast. An. 13A §1,el teq.) The undersiped Grantor declares under penalty of pajury that the following is true and correct: THERE IS NO CONSIDERATION FOR llflS TRANSFER. There is no documentary transfer tax due. 'f11is conveyance transfm an interest out of a living trmt, R&T 11930; this convcyllJICC is a bona fide gift and the pantor n,ceived nothing in ret\111, R&T 11911, This is a trust transfer under §62 of the Revenue and Taxation Code. GRANTOR, Mickey Novak, Trustee of the Mickey No•ak Separate Trust U/Dff dated October 17, 1992. hereby GRANTS to Mickey Novak and his successors, as Trustee of the Mickey Novak 2806 Charitable Remainder Trust dated September 22, 2006, a S1%teen and One-Half Percent (16.5°/4) undivided Interest In the following described real property in lhe City of Carlsbad, County of San Diego, State of California: See Exhibit "A'' attached hereto and incorporated herein by reference, Commonly known as 5858 Edison Place, Carlsbad, California 92008. Dated: April 5 2007 Miclcey Novak,, Trustee STAT£ OFCALlf'ORNIA COUNTY OF SAN DIEGO On APBII, 51 20GZ ,-iel06, before me, l,ORT BRANDT , • Notmy Public, personally appeared MICKEY NOVAK. personally known 10 me (or proved to me on !he basis or satisfactory evidence) ~ be the pers011 whose nune is subscribed to the within inslrumellt, and aclcnowlcdgcd to me that he executed the same in his authorized capacity, and lhat by his signature on the instnunellt the penon, or the entity upon behalf of which the pcnon acted, executed the instrument. WITNESS my hand 1111d official seal. ~ ·-~< /71 1086828.2 !·· cb2~.e#~ I g NOTARY PUBUC-CM.IFORMA 5l u . ,Iv~~ g I ~UGUST 23, 2008 es I 0 APN: 212-092-36-00 EXHIBIT "A" l,.egal Description 0 9soa Real property in the City of Carlsbad, County of San Diego, State of California, described as follows: ' ' Parcel A: Parcel 2 of Parcel Map No. I 5687, in the City of Carlsbad, County of San Diego, State of California, filed in the Office of the County Recorder of San Diego County on May 30, 1989, as instrument no. 89-283195 of Official Records. Excepting therefrom SO percent of all oil, mineral, gas and other hydrocarbon substances below a depth of 500 feet under the real property above described, without the right of surface entty, as reserved by Carlsbad Properties, a partnership, in Deed recorded July 5, 1978 as instrument no. 78-279136 of Official Records. Reserving therefrom an easement for general road, all utilities, drainage and incidental pwposes over that certain "General Utility and Public Access Easement Dedicated to the City of Carlsbad hereon'' aka Edison Place (private street) as shown on Parcel Map No. I 5687, in the City of Carlsbad, County of San Diego, State of California, filed in the Office of the County Recorder of San Diego County on May 30, 1989 as instrument no. 89-283195 of Official Records. Parcel B: An easement for general road, all utilities, drainage and incidental purposes over that certain "General Utility and Public Access Easement Dedicated to the City of Carlsbad hereon" aka Edison Place (private street) as shown on Parcel Map. No. 15687, in the City of Carlsbad, County of San Diego, State of California, filed in the Office of the County Recorder of San Diego County on May 301 1989 as instrument no. 89-283195 of Official Records. Excepting therefrom all that portion lying within Parcel "A" above. 1086828.2 ' C .. I • -_,I DOC # 2007-0249813 RECORDING REQUESTED BY: 5719 111111111111 lllll 11111 lllll lllll ll~l lllll lllll 11111111111111111111111: APR 13, 2007 10:58 AM Fidelity National Title Company Escrow No. 883188,LB TIUe Elrder No. 125104507-~ When Recorded Mail Document and Tax Statement To: GG Pacific Enterprises, LLC B-'70, ~ C\,~(i~ v-1~ ~~ C\tA..vl ~, CA ~\3 i-1 OFFlCIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE GREGORY J. SMITH. coumy RECORDER FEES: 2766.80 OC: AFNF PAGES: 2 111111 nm 1111011 ~H 11111 um RIii ~ffl 1801011111101 .2001.:.0.24981 L. __ .---J 212-092-36 GRANT DEED SPACE A VE THIS U..-,;,. ;,c;,;.,.,.. · .,;.~ j The undersigned grantor(st-declare(s) Documentary transfer tax Is $2, 736,80 I X 1 computed on full value of property conveyed, or I I computed on full value less value of liens or encumbrances remaining at time of sale, I. I Unincorporated Area City of (¼N1~~~ FOR A VALUABLE CONSIDERATION, receipt of which Is hereby acknowledged, Mickey Novak, Trustee of the Mickey Novak Separate Trust U/DIT dated October 17, 1992, as to a undivided 83.5% Interest and Mickev Novak and his successors. as Trustee of the Mlckev Novak 2006 Charitable Remainder Trust dated 9/22/06, as to a undivided 16.5% interest hereby GRANT($) to GG Pacific Enterprises, LLC, a Limited Liability Company the following described real property In 1he County of San Diego, State of California: SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF OATED: April 6, 2007 State of California County of SAN DIEGO (here insert name and ti e of the officer) personally appeared MICKEY NOVAK pefionell, known to tne lor proved to me on U"ie basis of sar factory evidence! to be the person-'> whose name is resubscribed ~e within instrument and acknow ed to me th~he/they ex~uted the sa • his r/their authorized capacitv(la§t, and that b his eir signatureffi> on the instrument the persont , or the entity upon behalf of whict:i the personlsl acted, executed the I rument. -....... Sig Mickey Novak and his successors, as Trustee of the Mickey Novak 2006 Charitable Remainder Trust dated ::~2ros 1:{ Jl{ kt Mickey Novak, Trustee Comm1 .. ion # 170337 Notary PubNc • California San Diego Countv 32010 MAIL TAX STATEMENTS AS DIRECTED A~OVE FD•213 IR11v 7/961 (grMl,wpd)l01-061 GRANT DEED ,I C PARCEL A: 0 11tle No. 07·725104507-D-DJ Locate No. CAFNT0972•09n-oos1-ons104so1 LEGAL DESCRIPTION EXHIBIT"A" PARCELS 2 OF PARCEL MAP NO. 15687, IN THE cm OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CAUFORNIA, ALEO IN THE OFFICE Of THE COUNTY REroRDER Of SAN DIEGO COUNTY ON MAP 30, 1989 AS FILE NO. 89·283195 OF OFFICIAL RECORDS. EXCEPTING lHEREFROM SO PERCENT OF ALL OIL. MINERAL. GAS AND OTHER HYDROCARBON SUBSTANCES BELOW A DEPTli OF 500 FEET UNDER THE REAL PROPERlY ABOVE DESCRIBED, WITHOlJT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY CARLSBAD PROPERTIES, A PARTNERSHIP, IN DEED RECORDED July 5, 1978 AS FILE NO. 78-279136 OF OFFICIAL RECORDS. RESERVING THEREFROM AN EASEMENT FOR GENERAL ROAD, ALL UTllITIES, DRAINAGE AND INODENTAL PURPOSES OVER THAT CERTAIN "GENERAL lJTILITY & PUBUC ACCESS EASEMENT DEDICATED lOTHE OTY OF CARl.SBAD HEREON" AKA EDISON PLACE (PRIVATE STREET), AS SHOWN ON PARCEL MAP NO. 15687, IN 11-IE CITY OF CARlSBAO, COUNlY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS FILE NO. 89·238195 OF OFFIOAL RECDRDS. PARCEL A: AN EASEMENT FOR GENERAL ROAD, AU. UTll.lTJES, DRAINAGE AND INODENTAL PURPOSES OVER THAT CERTAIN "GENERAL lJTILITY & PUBllC ACCESS EASEMENT DEDJCATB> TO THE CITY OF C#\RLS8AD HERB:lN" AKA EDISON PLACE (PRIVATE STREET), AS SHOWN ON PARCEL MAP NO. 15687, IN THE CITY OF CARLSBAD, COUNlY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN ntE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS FILE NO. 89·283195 OF OFFIOAL RECORDS. EXCEPTING THEREFROM THAT PORTION LYING WITHIN PARCEL "A" ABOVE. APN: 212-092·36 2 C.TA Pnllmlnlry Re1X>rt f<Wm • Madilild (11/17/06) q_,, 5720 '' RECORDING REQUESTED BY PREPARED BY AND WHEN RECORDED RETURN TO: ... 16659 WCP WIRELESS LEASE SUBSIDIARY, LLC 2800 28th Street. Suite 100 Santa Monica, California 90405 Attn: Servicing Manager WCP #72390 ~M.'"\'b', ~-\\-\ C).m(.r'\ C"a.n \\~ t.-t.oe> ~~ ~~c\..,S.u.He. \00 \Jo~ ilJc! 1i05{p f DOC# 2007-0301835 l I I 111111111111111111111111!1111111111111111111111111111111111111111111 : I I I MAY 02, 2007 4:59 PM OFFICIAL RECORDS SAN DIE50 COUNTY RECORDER'S OFFICE GREGORY J. SMITH. COUNTY RECORDER FEES: 31.00 PAGES: S Ill urn II D~l 111 Bi nm IWI llfflll llm 8110~101 2007-0301835 __) MEMORANDUM OF ASSIGNMENT This MEMORANDUM OF ASSIGNMENT (this "Memorandum") is made as of January 31, 2007 between Wireless Capital Partners, LLC, a Delaware limited liability company ("Assignor"), and WCP Wireless Lease Subsidiary, LLC, a Delaware limited liability company ("Assignee"). l. Assignor and Mickey E. Novak, Trustee of the Mickey Novak Separate Trust U/Dff Dated October 17, 1992, a Florida Trust, as Landlord, are parties to a Purchase and Sale of Lease and Successor Lease dated December 20, 2006 (the "Agreement"), a memorandum of which was recorded on approximately January 5, 200~in the form attached hereto as Exhibit "A", in the office of the county recording office of San Diego County, State of California. • P-.e.t.orJ.-c& ~ebt'\.l~ '21, '2.oo,, Doc. No. 2.oo7-0 I\ '1-&56. 2. Pursuant to a Master Purchase and Sale Agreement ("Master Agreement") dated June 30, 2006 and an Assignment dated January 31, 2007 (the "Assignment .. ), Assignor has sold, transferred and assigned all of its right, title and interest in and to the Agreement and the subject matter thereof including, without limitation, all amounts due and payable thereunder, to Assignee. The parties hereto desire to execute this Memorandum to provide constructive notice of the existence of the Master Agreement and the Assignment, and of Assignee's rights thereunder. 3. The terms and conditions of the Master Agreement and the Assignment are incorporated herein by reference as if set forth herein in full. Copies of the Master Agreement, the Assignment and the Agreement are maintained by Assignee at its offices set forth above. WCP72390 0 0 16660 IN WITNESS WHEREOF, this Memorandum of Assignment has been signed and deJivered as of January 31, 2007. ASSIGNOR: WIRELESS CAPITAL PARTNERS, LLC, a Delaware limited liability company By. Qi-- Name: JoniLeSage Title: Treasurer WCP72J90 -2 - ASSIGNEE: WCP WIRELESS LEASE SUBSIDIARY, LLC, a Delaware limited liability company By. QL---- Name: Joi:eSage Title: Authorized Signatory ,.....,. 16681 ALL-PURPOSE ACKNOWLEDGMENT Stale of CALIFORNIA County of LOS ANGELES On _ __,,0 .... 1""'-2">!3;.;-·2!'=00....._7 __ before me, Dale Durefj T. Raines. NotaryPubllc , Name and TIie oroiiiiir 11.g., •Jane Ooe. Nalllry PutlliC1 personally appeared _______ _,,,Jc:Ouni..,.Le!'?',,>IS~•..-ee~--,----------- Nanj5) o1 sianer11> a DUREU. t RANI COftWllllllon#168M57 Notarv Publlc • Caftfomla Loa Angeles C0\61fv MvComm. EJQ)llfl.Jul 24. 2010 ~rsonany known to me □ proved to me on the basis of saUsfactory evidence to be the person whose names Is subscribed to the within Instrument and acknowledged to me that she executed the same In her authorized capacity, and that by her signatures on the instrument the person, or the entity upon behalf of which the person acted, e:~.Ll lnstrumenl w;rwr~•I. Slr,,aknof ,_;;;;;;;=--,--.._ ------------OPTIONAL.--- Though lhe lnformltlon below is nol n,qu/nld by law, II 11111y pn,ve vlllu11ble lo persons relying on Ille documenl •ntJ could not pl9llflll fraudulenl remoYlll and reattachment Ol lhls tom, lo 1no/htr document. Number of Pages: _____ _ Capaclty(les) Claimed by Signer Signer's Name:. ______________ __,.,,,--____ _ D Individual 0 Corporate Officer-Tltle(s):. ____________ ~-- 0 Partner -D Limited D General D Attorney-in-Fact D Trustee 0 Guardian or Conservator D Other:. ____________________ _ Signer is Representing:. _________________ _ C 0 16662 AL~PURPOSEACKNOWLEDGMENT State of CALIFORNIA County of LOS ANGELES On ---=0:..:.1;;:•2g;3-:·29::.0:.l71..._._ before me, Dale Durell T. Raines. Notanc Pubflc • N-Md lllle oroiim {e-9 .. •,,.,.., Doe. NolllryPulllic1 personally appeared _______ _,.:J:-=e~o~, b=-:•=-=Saqma~•-------------folOnllll) at Signer(sl DURELL t IAINH Comrnlsalan -1683687 "°'arv ·PublJc • Coll LosAngelet.CcMlly MV<:omm. &p1res Jul 2•. ~rsonaDy known to me O proved to me on the basis of satisfactory evidence to be the person whose names Is subscribed to the within Instrument and acknowledged to me that she executed the same In her authorized capacity, and that by her signatures on the Instrument the person, or the entity upon behalf of which the person acted, executed the instrument. 1'1r·zz sv,,ln ol Nota,y Pldc -=::.._ ------------ 10PTIONAL------------Thour,h the /nfo(malion below la 1K1I ,.quired by l•w. ii 11111y prove vaw.'111, to pem,ns ,efylng on the document end COUid nol p11M1nl frt11Mlulet11 remove/ and ,e~lttchmell/ of 1111$ form lo 1nother document. Number of Pages:. _____ _ Signer's Name:. ______________ ..,_ _________ _ 0 Individual 0 Corporate Officer-Tltle(s):. _______________ _ 0 Partner. 0 Limited D General 0 Attomey-in-Fact 0 Trustee D Guardian or Conservator 0 Other:, ___________________ ~-- Slgner is Representing:. _________________ _ R.\GII .. l•1J', B"',~ ,i UJ. S'(,fJl H tap Of lhurft> ,,.,. .. PREPARED BY AND WHEN RECORDED MAIL TO: WIRELESS CAPITAL PARTNERS, LLC 2800 28111 Street, Suite 100 Santa Monica, California 90405 Attn: SeIVicing Manager WCP:72390 MEMORANDUM OF PURCHASE AND SALE OF LEASE AND SUCCESSOR LEASE 16663 This Memorandum of Purchase and Sale of Lease and Successor Lease (this "Memorandum") is made as of 1kc J.o, 1..o<).(. between MICKEY B. NOV AK, TRUSTEE OF THE MICKEY NOVAK SEPARATE TRUST U/D/f DATED OCTOBER 17, 1992 ("Landlord"), and WIRELESS CAPITAL PARTNERS, LLC, a Delaware limited liability company("~"). A. Landlord, as lessor, and Pacific Bell Mobile Services, a California corporation, as lessee (''Im!D!"), are parties to that certain lease dated as of October 9, 1997, a memorandum of which was recorded on April 26, 1999, as Instrument No. 1999-02757S6, as amended (the •~"), with respect to the premises described on Schedule A attached hereto (the "Premises"). B. Landlord and WCP are parties to a Purchase and Sale of Lease and Successor Lease dated on or about the date hereof (the "Aereement"), pursuant to which Landlord has, among other things. sold and assigned to WCP its right, title and interest in and to the Lease. The parties hereto desire to execute this Memorandum to provide constructive notice of the existence of the Lease and the Agreement, and of WCP's rights under the Agreement including the casement granted therein. For good and valuable consideration, the receipt and adequacy of which arc hereby acknowledged, the parties hereto acknowledge and/or agree as follows: Landlord has sold and assigned and hereby does sell and assign al] of its right, title and interest in and to the Lease to WCP. on the terms and subject to the conditions set forth in the Agreement. The Lease expires by its terms on or about June 30, 2008 and contains four (4) .option(s) to renew or extend the term for an additional period of five (5) years each. Landlord has leased and hereby does lease the Premises to WCP, on the terms and subject to the conditions set forth in the Agreement. The successor lease is for a tenn commencing upon the expiration or tennination of the Lease and ending on January 31, 2032. Landlord has retained all ofl..andlord•s obligations and liabilities under the Lease. C 16664 The terms and conditions of the Lease and the Agreement are hereby incorporated herein by reference as if set forth herein in full. Copies of the Lease and the Agreement are maintained by WCP at the address of WCP above and are available to interested parties upon request. This Memorandum has been duly executed by the undersigned as of the date first written above. LANDLORD: WCP: MICKEY E. NOV AK. TRUSTEE OF THE MICKEY NOV AK SEPARATE TRUST U/Dff DATED OCTOBER 17, 1992 ~e: Mickov~!tJ Its: Trustee WIRELESS CAPITAL PARTNERS, LLC. a Delaware limited liability company (NOTE: ALL SIGNATURES MUST BE PROPERLY NOTARIZED] C ALL-PURPOSE ACKNOWLEDGMENT COMM". #152100 ' I Noll,y_P.iic • Cdtomll 0 san DJtn.t?oiinlv .. Caimi ru.ocul m 16665 D w,rsonall)' known fD me (!V"provad to me on the basis of satls1actory evidenc::e to be the person(9'-whose namests,-lafatoe- subscribed to· lhe wllhln Instrument and acknowledged to me that he'sbettbay-axecwid the aame 1(1 h~ authorized Qap8Cilty(feet; end that by·hlsJtaerllbelr tlgnatµres<s,-on the lnstnnnent the pe~. or Iha entity upon behalf of which the person(mctecl, executed the instn.nnent. -------------uPnoNAL------------'Thoull" lllt lnf0nllt1lon belM t, not ,eqlftd by law, II /Illy prow 'lllhle/1 fr, pe,ao,ta ,etyiltg Oii lhl document ettd CDuld nof PfllYWII fraudulent 19mDI¥ md ,-tta,:lrment af M lonn lu 1111111119rdot:ument. Description of Attached Document TIiie or Type of Oocume . ..._ ___________________ _ Document Date:. __________ _ Number of Pages:. ____ _ Slgner(s) Other Than Named Above: __________________ _ Capacity(ies) Claimed by Signer Signer's Name:. __________________ _ 0 Individual 0 Corporate Officer -Title(s)· D Partner-0 Limited D Ge._n_eral ____________ _ 0 Atlome}'-11'\-Fact 0 Trustee D Guardian or Conservator □Other: __________________ _ Signer ls Representing:. _______________ _ eUl89NdanolN~Asmdatlan l"nad,N1>./IIM11 C 0 16666 ~PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of LOS ANGELES On _.......,1-=2..::a·2'---200=6=---before me, Durell T:fta1na:t, Notary Public , DIii ,._ 11111111111Joiiiwee .... ·Jw ON. ND11ty 1'11111111") personally appeared _______ ..,Jo=n.,_l ~Le...,S"'!a~ae~-,.,....---------- Nltne(a) "' sii,ill(I) ~raonany known to me D proved to me on the basis of satlsfactcry evidence to be lhe person whose names Is subscrlJed to the within Instrument and acknowledged to me that she executed tile same In her authorized c:epaclty, end that-by her signatures on the Instrument the person, or the entity upon behalf of which the person ected, executed the lnstrumenl · tzlPzl;'.__ ry f'IIIIIIC -------------oPnONAL------------Though the fnfom111/on bliDW fa IXll ,equlnld by lllw, II m,y fllVV• ~u-,,. to pn-,./)lfnll an lhe docl#Mnl and~ not ,nieit ~ tttlWMII end ttfltlehmenl ol thlt tam to another dOCU1718f1t. on of Attached Document NumberofPages:. _____ _ Capacity(ies) Claimed by Signer Signer's Name: _____ -'--------'--~------- □ lndlvldual 0 Corporate Officer -Tltle(s): 0 Partner-0 Umffed O Gen_e_ra..,.,------,.-----.e---- 0 Attorney-in-Fact D Trustee D Guardian or Conservator D Other:. ____________________ _ Signer is Representing:. _________________ _ C ...... SCHEDULE A LEGAL DESCRIPTION atm LEASE DESCRIPTION ~ ._,,,, 16667 That certain LEASE AGREEMENT dated October 9, 1997, by and between MICKEY E. NOVAK. TRUSTEE OF THE MICKEY NOVAK SEPARAm TRUST U/D/f DATED OCTOBER 17, 1992, whose address is 401 Glenneyre St. #E, c/o Peter McMahon. Laguna Beach, CA 926S 1 ("Landlord") and Pacific Bell Mobile Services, a California corporation ("Tenant"), whose address is 4420 Rosewood Drive, Pleasanton, CA 94588, for the property located at S858 Edison Pl, Carlsbad, CA 92008, for which a memorandum was recorded on April 26, 1999 as Instrument No. 1999-0275756 in the San Diego County Registry. The Legal Description is as follows: -===. C 16687 ( oc:Q # 2001-0301 as1 j IIIIIIIIIIII IIIII IHIIDII IIDI IIII IIWIIHII IIIIIIIHII Ill i j MAY 02, 2007 4:59 PM 1 1 RECORDING REQUESTED BY PREPARED BY AND WHEN RECORDED RETURN TO: OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE GREGORY J. $MITH. COUNTY RECORDER FEES: 31.00 PAGES: 9 IIIIIDIUllll~IHIU I WCP WIRELESS LEASE SUBSIDIARY, LLC 2800 28th Street, Suite 100 Santa Monica, California 90405 20_0_7=--0_3_01_8_37_--=-__,) = Attn: Servicing Manager WCf #67426 ~To: Nor~ Amcr,c~f\. 71~k. 2.20o f~ 1Yvd.,5"H-e. \00 l-\o~t'\.~ 110S<;, MEMORANDUM OF ASSIGNMENT This MEMORANDUM OF ASSIGNMENT (this "Memorandum") is made as of January 31, 2007 between Wireless Capital Partners, LLC, a Delaware limited liability company ("Assignor"), and WCP Wireless Lease Subsidiary, LLC, a Delaware limited liability company ("Assignee"). I. Assignor and Mickey E. Novak, Trustee of the Mickey Novak Separate Trust U/Drr Dated October 17, 1992, a Florida Trust, as Landlord, are parties to a Purchase and Sale of Lease and Successor Lease dated December 20, 2006 (the "Agreement"), a memorandum of which was recorded on approximately January 5, 2007fin the form attached hereto as Exhibit "A'.', in the office of the county recording office of San Diego County, State of California. * Puon:J.ecl F.ebn.can.c Z.1, u,01, Doc . No. 20) 7-o t I 7C5~. 2. Pursuant to a Master Purchase and Sale Agreement ("Master Agreement") dated June 30, 2006 and an Assignment dated January 31, 2007 (the "Assignment"), Assignor has sold, transferred and assigned all of its right, title and interest in and to the Agreement and the subject matter thereof including, without limitation, all amounts due and payable thereunder, to Assignee. The parties hereto desire to execute this Memorandum to provide constructive notice of the existence of the Master Agreement and the Assignment, and of Assignee's rights thereunder. 3. The terms and conditions of the Master Agreement and the Assignment are incorporated herein by reference as if set forth herein in full. Copies of the Master Agreement, the Assignment and the Agreement are maintained by Assignee at its offices set forth above. WCP 67426 • I .. C 16688 IN WITNESS WHEREOF, this Memorandum of Assignment has been signed and delivered as of January 31, 2007. ASSIGNOR: WIRELESS CAPITAL PARTNERS, LLC, a Delaware limited liability company By: __ ___;;:::..o::.,8--V--____ _ Name: Jo Title: Treas WCP674::Z6 • 2. ASSIGNEE: WCP WIRELESS LEASE SUBSIDIARY, LLC, a Delaware limited liability company By. gt--- Name~eSagc Title: Authorized Signatory I C 0 ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of LOS ANGELES On _ ____.0...,1-..,.2""'3_.-2..,.0.._07,__ __ before me, Dale Durell T. Ralnes,,,N,otary Public , Name and Tlte cl Oflcet (e.g. •JelNI Doe, Nlury l'IAlllc") personally appeared _______ ---"J""o ... nl .... Le;,;:.:Saa~•::;,..,.-...,....----------, Na~a)af Sigrwle) • DURELL t RAINES CclmMAJan• 1613617 ' Notorv llubllc. Calllomlo 1oa Angelel ~ Mveomm. fxplr9s ~ 24, 2010 ~ersonally known to me D proved to me on the basis of satisfactory evidence to be the person whose names is subscribed to the within Instrument and acknowledged to me that she executed the same In her authorized capacity, and that by her signatures on the Instrument the person, or the entity upon behalf of which the person acted, e1tecuted the instrument ~7L -------------OPTIONAL----·-------- Though the Information below Is not ,aqulred by law, II may p,ova vlllulJble lo person• re/yi"fl on the document end could not prevent fnludulent 1'8moval end l'Hftachment ol lh/s form to another document. rlption of Attached Document Number of Pages: _____ _ 0 Individual D Corporate Officer -Tltle(s): 0 Partner-0 limited O Ge._ne_ra_l,----------"""""c----- 0 Attorney-In-Fact D Trustee D Guardian or Conservator 0 Other:. _____________________ _ Signer Is Representing:, __________________ _ 16690 ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of LOS ANGELES On _ ____._0 __ 1-=23:.·=20...,0:.:.7 __ before me, Date Durell T. Raines, Notary Publlc , Name •!Id TIiie ol Officer (e.g., """"" Doe, NOlllly Pullllc"I personally appeared _______ ....,.,J..,on...,l'-'!bt;;aaoSa~q'!"'e"='_.,,-,-------------' tlllr9(fl al $91ertsl • DUR£ No1Qly .Nllle • Call l.olAngelel C MVComn'I, bplfel .IIA 24, ~ersonally known to me D proved to me on the basis of satisfactory evidence to be the person whose names is subscribed to the wtthin instrument and acknowledged to me that she executed the same In her authorized capacity, and that by her signatures on the Instrument the person, or the entity upon behalf of which the person acted, executed the instrument. t,21"~· =:. ~ ------OPTIONAL------------ Thou(lh lhe lnformatiOn below i& not tequired by law, It may prove v.,...,. to persons relying on the document •nd could not p,avent fraudulent 11tmowel end ruttech1111MI of thi• form to another document. Number of Pages:. _____ _ Capaclty(les) Claimed by Signer Signer's Name: __________________ .ai...,,,---- 0 Individual D Corporate Offlcer-TltJe(s): _______________ ---r 0 Partner -O Limited O General D Attorney-in-Fact 0 Trustee D Guardian or Conservator D Other:. _____________________ _ Signer Is Representing: _________________ _ Rl(;l-!T lt·U.'Jr ', OJ 0' ,r: P Tapal-..i.e -·c PREPARED BY AND WHEN RECORDED MAIL TO: WIRELESS CAPITAL PARTNERS, LLC 2800 28th Street, Suite 100 Santa Monica, California 90405 Attn; Servicing Manager WCP:67426 16691 MEMORANDUM OF PURCHASE AND SALB OF LEASE AND SUCCESSOR LEASE This Memorandum of Purchase and Sale of Lease and Successor Lease (this 11Memorandum11) is made as o(Dc:c. zc,, 2000 between MICKEY E. NOV AK. TRUSTEE OF THE MICKEY NOVAK SEPARATE TRUST U/Dtr DATED OCl'OBBR 17, 1992 ("Landlord''), and WIRELESS CAPITAL PARTNERS, U.C, a Delaware limited liability company ("WCP"). A. Landlord, as lessor, and Sprint Spectrum, L.P ., as lessee ('''.[smoof'), are parties to that certain lease dated as of September 29, 1997, as am.ended (the"~"), with respect to the premises described on Schedule A attached hereto (the '"Premises''). B. Landlord and WCP are parties to a Purchase and Sale of Lease and Successor Lease dated on or about the date hereof (the "Agreement''), pursuant to which Landlord has, among other ~. sold and assigned to WCP its right, title and interest in and to the Lease. The parties hereto desiie to execute this Momorandum to provide constructive notice of the existence of the Lease and the Agreement, and of WCP's rights under the Agreement including the easement granted therein. For good and valuable consideration, the receipt and adequacy of which are hereby aclmowledged, the parties hereto acknowledge and/or agree as follows: Landlord has sold and assigned and hereby does sell and assign all of its right, title and interest in and to the Lease to WCP, on the terms and subject to the conditions set forth in the Agreement. The Lease expires by its terms on or about September 30, 2007 and contains two (2) option(s) to renew or extend the term for an additional period of five (5) years each. Landlord has leased and hereby does lease the Premises to WCP, on the terms and subject to the conditions set forth in the Agreement The successor lease is for a term commencing upon the expiration or termination of the Lease and ending on January 31, 2032. Landlord has retained all of Landlord"s obligations and liabilities under the Lease. 16692 The terms and conditions of the Lease and the Agreement are hereby incorporated herein by reference as if set forth herein in full. Copies of the Lease and the Agreement are maintained by WCP at the address of WCP above and are available to interested parties upon request. This Memorandum has been duly· executed by the undersigned as of the date first written above. LANDLORD: . WCP: MICKEY E. NOV AK, TRUSTEE OF THE MICKEY NOV AK SEPARATE TRUST U/D/f DATBD~~F· rm By: "1,.A Name: Mi~-Novak Its: Trustee WIRELESS CAPITAL P ARTNBRS, LLC, a Delaware limited liability company Q~ By: . . Name: inCage Its: Treasurer (NOTE: ALL SIGNATURES MUST BE PROPERLY NOTARIZED) .... , C ALL-PURPOSE ACKNOWLEDGMENT 0 16698 O jltl'Sbnally known to me IJY' proved to me on Ile basis of satisfactory evidence to be tha person~ whose names~ Is/~ subscribed to the wilhln Instrument and acknowledged to me that h.Jsheflh~exearted the same In hlsa.F.'thell authorited capa~. and that by hi~ signatures~ on the Instrument the person(4;},.or the enUly upon behalf of which the person~acted, executed the instrument ------------ 10PTIONAL------------Tbough Ure lnlbnn8tlotl boloW Is nae ffltlultttJ ll)'lm, It IIIBY flllNf l'ltf1111ble lo,.,_. ,a/)tig on lh• dDc:c,me,il and cacJd 11111 ,-a-ii hudulenl AlfflOMIII end IPll8dtmellt ofl/,f1 ftlm! IO enolhurlot:umtd, Description of Attached Document T1tle or Type of Document:. ____________________ _ Oocumantoata: ____________ _ Number of Pages:. ____ _ Slgner(s) Other Than Named Above:. _________________ _ Capaclty(las) Claimed by Signer Slgnel'sName:. __________________ _ 0 lndMdual 0 Corporate Offlcer-11Ue(a):.._ ___________ _ 0 Partner-D Umllad D General □ Attomey-fn-Fact 0 Trustee D Guardian or conseivator 0 other.. ____________________ _ Signer ls Representing:. ________________ _ 01N9NIIIIIIIINals)'AModdon l'nld, No,18C17 16694 AL~PURPOSEACKNOWLEDGMENT Slate of CALIFORNIA County of LOS ANGELES On _---'1=-2--=29a,,·,;.2 .. 00_6;.,__ before me, 01 .. Durell T. Raines, NotaryPubHc I -and 'Ille ol'oiiii:..-1•.a-• .,.,. .,,,_, lld"Y ~ personally eppeared _______ ...,J ... o..,n)w;b;!"a.,.S,a;:;aal"'ehr,,,..,.,,.,,,------------' Nlml(1f d liiinettil @ DURIUt. Comn1lllon # 1613661 Noby Pubic• Cdllamla IOI~~ tNCcmm. Elcplles.U 24, 2010 ~rsonally known to me D proved to me on the basis of satisfactory evidence ------------OPOONAL-----------171CN.V/1 Ille hbmNlllon llalow/a not l9qllffd b)' , .... It tnlly PffMI ....-u.tit•., pO(SIIIII relytng on tht doc~ Mdeould not ~ '1Blddent AIIIIOIW 111d re.itllcluntflf ol lht• fDml lo enolllerdaellffllllll. Number of Pages:. _____ _ Capaclty(iea) Ctalmed by Signer Signer's Name: ___________ __....,_ ______ _ 0 Individual 0 Corporate Officer-Tltla(s): 0 Peltner-O Limited O Ge--nera-, --------------- □ Attorney.In-Fact 0 Trustee . 0 Guardian or Conservator D Other:. ___________________ _ Signer is Representing._· ________________ _ ;; C ...;;::::::;s--=--=----- SCHEDULE A LEOAL DESCRlPTION ~ LEASE DESCRIPTION 0 16695 That certain LEASE AGREEMENT dated September 29, 1997, by and between MICKEY E. NOVAK. TRUSmE OF TIIE MICKEY NOVAK SEPARATE TRUST U/D/f DATED OCTOBER 17, 1992, whose address is 401 OJenneyre St, #E, c/o Peter McMahon, Laguna Beach, CA 92651 ("Landlord'') and Sprint Spectrum. L.P. ("Tenant''), whose address is 1505 Fann Credit Drive, McLean, VA 00002, for the property located at 5858 Edison Pl, Carlsbad, CA 92008, in San Diego County. The Legal Description is as follows: .. C 16715 . DO~ 2007-0301839 , RECORDING REQUESTED BY PREPARED BY AND WHEN RECORDED RETURN TO: I 111111111111111111111111111111111111111111111111111111111111111111111 MAY02, 2007 4:59 PM OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFACE GREGORY J. SMITH. COUMTY RECORDER .FEES: 31.00 PAGES: 9 110111 um umu111mu1111wu111 m! um um nm 1111111Uw1 I I WCP WIRELESS LEASE SUBSIDIARY, LLC 2800 28th Street, Suite 100 2007-0301839 I -:---·------__,) •· Santa Monica, California 90405 Attn: Servicing Manager WCP #170599 "R6.-h.lrn To·. t-l0v~ America" "'1\~\~ zz.oo A)s,tOi-"-"'"d.,~c.-.,k lOC \\o~ ;-n( "1"'\0SC'.o MEMORANDUM OF ASSIGNMENT This MEMORANDUM OF ASSIGNMENT (this "Memorandum") is made as of January 31, 2007 between Wireless Capital Partners, LLC, a Delaware limited liability company ("Assignoru), and WCP Wireless Lease Subsidiary, LLC, a Delaware limited liability company ("Assignee"). I. Assignor and Mickey E. Novak, Trustee of the Mickey Novak Separate Trust U/D/f Dated October 17, l 992, a Florida Trust, as Landlord, are parties to a Purchase and Sale of Lease and Successor Lease dated December 20, 2006 (the "Agreement"), a memorandum of which was recorded on approximately January 5, 200~ in the form attached hereto ~s Exhibit "A", in the office of the county recording office of San Diego County, State of California. -k~eo<d~d l=e.\Dru~ 2.\,U.0'1, Doc.• No-'2.oo1-oll 1'5to,. 2. Pursuant to a Master Purchase and Sale Agreement ("Master Agreement") dated June 30, 2006 and an Assignment dated January 31, 2007 (the "Assignment"), Assignor has sold, transferred and assigned alJ of its right, title and interest in and to the Agreement and the subject matter thereof including, without limitation, all amounts due and payable thereunder, to Assignee. The parties hereto desire to execute this Memorandum. to provide constructive notice of the existence of the Master Agreement and the Assignment, and of Assignee's rights thereunder. 3. The temis and conditions of the Master Agreement and the Assignment are incorporated herein by reference as if set forth herein in full. Copies of the Master Agreement, the Assignment and the Agreement are maintained by Assignee at its offices set forth above. WCP 170599 -I - 0 0 1671-6 IN WITNESS WHEREOF, this Memorandum of Assignment has been signed and delivered as of January 31, 2007. ASSIGNOR: WIRELESS CAPITAL PARTNERS, LLC, a Delaware limited liability company By. g1c-- Name: Jon~ . Title: Treasurer WCP 170S99 • 2. ASSIGNEE: WCP WIRELESS LEASE SUBSIDIARY, LLC, a Delaware limited liability company By. QL-- Name:JotleSage Title: Authorized Signatory C 16717 ALL,.PURPOSEACKNOWLEDGMENT State of CALIFORNIA County of LOS ANGELES On _.......,0_.1_.-2..,3,..-2 ... 00...._7 __ before me, Dale Durell L RalnN, Notary Public ' N,me and nue or Olke, (e,o, •.ra,,e Doe, Ncury Putillc"I personaay appeared _______ __,;;;J_o"""nl'-'La;;=§a~R•,;,.,,,.--,-.-----------Name<•> of Slgner(ll .. OUREl1 t RAINES Commission ti 1683657 Notary N>llc • Cmltomlel Lot Angeles County MVcomm. -..Jul24, 2010 ~rsonaDy known to me D proved to me on the basis of satisfactory evidence to be the person whose names is subscribed to the within Instrument and acknowledged to me that she executed the same In her authorized capacity. end that by her signatures on the Instrument the person, or the entity upon behalf of which the person acted, executed Instrument. ---·---------•OPnONAL.-------------ThouQh the Information below la no/ requirfld by law, II may,-.,. valllabl. to pe-. ttlying on IM document and could not pntlfflnl fraudllilm4 removal 1111d l'flfflchmefll of lhls farm la analhar document. Number of Pages:. _____ _ Capaclty(fes) Claimed by Signer Signer's Name:. ___________ __. ________ _ 0 Individual D Corporate Officer-Title(s): _____________ ,...... ___ _ D Partner • 0 limited O General D Attomey-ln-F act 0 Trustee 0 Guardian or Conservator D Other: ____________________ _ Signer is Representing:. __________________ _ PIGtH tt1t r.n:wn r.T nr ',1 1rH ;-;, TopalhffllNre C 0 16718 AL~PURPOSEACKNOWLEDGMENT State of CALIFORNIA County of LOS ANGELES On ____ o..,.1 ... -2""!3,...2 ... 00 ......... z __ before me, DureU L Raines, Notary PubUc . Date N9me 1111d 11ne d 0fflcer (e.g. • Jana Doe, Nc,lary ,,..,.le") personany appeared __________ J,..o.,.nl..,LeSa~~1qe~=~----------' 'iiiiiiil cil iiaiwi11 a DUREU.tRNNEI ~ II 16N657 Noby Pubic • Callfomla LoaAngtlNC<Mlly MvComm, l!JCPlretJu12., 2010 X personally known to me D proved to me on the basis of satisfactory evidence to be the person whose names Is subscribed to the within instrument and acknowtedged to me that she executed the same In her authorized capacity, and that by her signatures on the Instrument the person, or the entity upon behalf of which the person acted, executed the Instrument. w~~;_ -------------OPTIONAL------------Though the infonnallon blfJow Is nol f9qu/red by law, II may prove va/uoble lo pe1$0ns re/ylnfl on the document and COUid no/ plfMNII fraudulent ,emovr,1 and l'Hltachment of this form to INIOlher document. Number of Pages:. _____ _ Capaclty(les) Clalmed by Signer Signer's Name: _______________ ......,,__ ___ _ D Individual D Corporate Officer -Title(s):. _____________ .....,,-- 0 Partner -D Limited D General '( O Attorney-in-Fact D Trustee 0 Guardian or Conservator D Other: ______________________ _ Signer Is Representing: _________________ _ C PREPARED BY AND WHEN RECORDED MAIL TO: WJRELESS CAPITAL PARTNERS. LLC 2800 28th Street, Suite 100 Santa Monica, California 9040S Attn: Servicing Manager WCP: 170599 MEMORANDUM OF PURCHASE AND SALE OF LEASE AND SUCCESSOR LEASE 16719 This Memorandum of Purchase and Sale of Lease and Successor Lease (this "Memorandum") is made as of Qct. Z v, 2.c.?Ob between MICKEY E. NOV AK. TRUSTEE OF THE MICKEY NOVAK SEPARATE TRUST U/Dff DATED OCTOBER 17, 1992 ("Landlord''), and WIRELESS CAPITAL PARTNERS, LLC, a Delaware limited liability company (''WCP1'). A. Landlord, as lessor, and Airtouch Cellular, a California corporation, as lessee (''Imm!"), are parties to that certain lease dated as of September 1, 1999, a memorandum of which was recorded on September 2, 1999, as Instrument No. 1999--060699, as amended (the "l&IB''• with respect to the premises described on Schedule A attached hereto (the "Premises'). B. Landlord and WCP are parties to a Purchase and Sale of Lease and Successor Lease dated on or about the date hereof (the "Agreement''), pursuant to which Landlord has, among oflicr things, sold and assigned to WCP its right, title and interest in and to the Lease. The parties hereto desire to execute 1his Memorandum to provide constructive notice of the existence of the Lease and the Agreement, and of WCP's rights under the Agreement including the easement granted therein. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto acknowledge and/or agree as follows: Landlord has sold and assigned and hereby does sell and assign all of its right, title and interest in and to the Lease to WCP, on the terms and subject to the conditions set forth in the Agreement. The Leas~ expires by its tenns on or about August 31, 2009 and contains three (3) option(s) to renew or ~tend the term for an additional period of five (5) years each. Landlord has leased and hereby does lease the Premises to WCP, on the terms and subject to the conditions set forth in the Agreement. The successor lease is for a term commencing upon the expiration or termination of the Lease and ending on January 31, 2032. Landlord has retained all of Landlord's obligations and liabilities under the Lease. C 0 The terms and conditions of the Lease and the Agreement are hereby incorporated herein by reference as if set forth herein in :fuJl. Copies of the Lease and the Agreement are maintained by WCP at the address of WCP above and are available to interested parties upon request. This Memorandum has been duly executed by the undersigned as of the date first written above. LANDLORD: WCP: MICKEY E. NOV AK, TRUSTEE OF THE MICKEY NOV AK SBPARAm TRUST U/D/f ::1EDo=1i1!! Name: Mickev Its: Trustee WIRELESS CAPITAL PARTNERS, LLC, a Delaware limited liability company By. Q/ Name: JonLaae Its: Treasurer [NOTE: ALL SIGNATURES MUST BE PROPERLY NOTARIZED} . ' 16721 ALL-PURPOSE ACKNOWLEDGMENT □ pmronally known to me 6Y proved to me on the basis of satlafactory evidence to be the peruon(e¼. whose nemes{-8} Is/~ subscribed ID the within Instrument and ackrnwMdged to me that he/~ e,cecutad the same In hls.'herlU!eir authorized capacltytle&), and that by hls/herltftelr aignatures(er<ln the Instrument the penKJn(~ or the entity upon behalf of which the persoo(eracted, executed the Instrument -------------u,PTIONAL------------Thou9h the lnlbmrallon l»IO'#bnot rtqUhd by law, I ,ney PffM \IMl4lble eo penana relytng on 1119 doeullMlllt ltldt»lllll not ptlWtllt ftalldUlent lllllllWIII I/Id 191111echmenl allhla form lo IIIIOlher ctocumtnl. Description of Attached Document TIiie or Type of Document _____________________ _ Document Date:. __________ _ Number of Pages·.__ ___ _ Slgner(s) Other Than Named Above: ___________________ _ Capaclty(les) Claimed by Signer Signer's Name: _________________ ~--- □ Individual D Corporate Offk;er-TltJe(s): B Partner -D Limited O 0e·-ne-ral-,----------------" Attomey•Fect B Trustee Guardian or Conservator D Other.. ___________________ _ Signer ls Representing: _______________ _ -.ndanllllllll!Y ,11111 l'rad. No. 801 C 0 16722 ALL-PURPOSE ACKNOWLEDGMENT State of CALIFORNIA County of LOS ANGELES On _ _._12_..•=29.,.-2:;.:D ... 06"--_ before me, 01i. Durall T. RalnesbNotary Public , NMlll and lll10IOllcef (1.11-, "JaMODI. ~Plllllk'J personally appeared _______ .:;Jo.::;an...,1-==Le;:::.Sa-ae....,. ___________ __, .._IOISll,ltl(II ~ersonany known to me D proved to me on the basis of satisfactory evidence to be the person whose names Is subscribed 10 lhe within Instrument and acknowledged to me that she executed the same In her authorized capacity, and that by her signatures on the Instrument the person, or the entity upon behalf of which the peraon acted, executed the Instrument 12z:,L' llllftAOINalllJNlic ------------OPTIONAL.------------TliouQh,,,. lmbmlaliol'I below& not l9qUl,N by law, It 11111)1 ptf>Wl va61111.11e lo PIIIOm n,ly(ng on,,,. document •nd cllUld no, plS'l9III flaudinnl. temonl end '8att.dltmnl aflNI fDnn lo enolher rlocumenl. Number of Pages:'------ Capacfty(ies) Claimed by Signer Signer's Name:. ______________ ...-____ _ D Individual 0 Corporate Officer -Tltle(s): 0 Partner-□ Limited O Ge,_ne_ral-c----------~..----- 0 Altomey-ln-Fact 0 Tru&tee D Guardian or Conserve tor D Other. ___________________ _ Signer Is Representing:.......,.. _______________ _ C SCHEDULE A LEGAL DESCRlPTION Mm LEASE DESCRIPTION 16723 That certain LEASE AGREEMENT dated September 1, 1999, by and between :MICKEY B. NOV AK, TRUSTEE OF THE MICKEY NOV AK SEPARATE TRUST U/Dff DATED OCTOBER 17, 1992, whose address is 40 I Glenneyre St, #E, c/o Peter McMahon, Laguna Beach, CA 92651 ("Landlord") and Airtouch Cellular, a California corporation ("Tenant''), whose address is S35S Mira Sorrento Place, San Diego, CA 92121, for the property located at 5858 Edison Pl, Carlsbad, CA 92008, for which a memorandum was recorded on September 2, 1999 as Instrument No. 1999-060699 in the San.Diego County Registry. 1 ,.RECORDING REQUEST~Y CHICAGO TITLE COMPANY ANO WHEN RECORDED tvWL TO icHRISTOPHER TALBERT 7 CHIO.GO TITLE #1207-0646 711 THIRD AVENUE, #500 NEW YORK, NEW YORK 10017 2739 L _J ~q . ocQ # 2008-0045684 I lllllill 1111111111111111111111111111 lllll l!lll lllll 111111111111111111 JAN 30. 2008 8:00 AM OFFUJc.L RECOA[,S ~-Ar l DIEl.iO (,JLJNT'l' f:E(ORDtFl'S OFFICE CiFiEf.iOF-:Y J. Sl,11TH, courm· RECORDER FEES: 25.00 PAGES: 6 , 1~~ om nrn 11111 H~ 1~11 u111 m1111m um nm m111111111~111111111 .. Esi:r,1w Nu. -\ \fi'' ~O!Mo~kc~N~u~.:,,,::7l;,::.,0~66~.7~3 s~-..::X~4 9~----------sPACE ABOVE n11s uNE FOR REcoRoER's usE ---csu 12070485B MEMORANDUM OF ASSIGNMENT THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATCON ( Additional recording fee applies ) t.;PFR-1 ·•I l/1:J/98bk ·-·--.. ----- 2740 PREPARED BY~ '\Vi.lEN RECORDED RETURN TO: WIRELESS CAPITAL PARTNERS, LLC 11900 West Olympic Boulevard, Suite 400 Los Angeles, California 90064 Attn: Title Department WCP#72390 MEMORANDUM OF ASSIGNMENT This MEMORANDUM OF ASSIGNMENT (this "Memorandum") is made as of 1s\~~6t '?,,\, 2007 between WCP Wireless Lease Subsidiary, LLC, a Delaware limited liiility company ("Assignor"), and Wireless Capital Partnen, LLC, a Delaware limited liability company ("WCP"). 1. WCP and Mickey E. Novak, Trustee of the Mickey Novak Separate Trust U/D/T Dated October 17, 1992, a Florida trust, as Landlord, are parties to a Purchase and Sale of Lease and Successor Lease dated December 20, 2006 (the "Agreement"), a memorandum of which was recorded in San Diego County, California on 2/21/2007 in/as #2007-0117555 relating to an interest in the real property described on attached Schedule A. Pursuant to an Assignment dated January 31, 2007, a memorandum of which was recorded in San Diego County, California on 5/2/2007 in/as #2007-0301835, WCP transferred and assigned all of its right, title and interest in and to the Agreement and the subject matter thereof including, without limitation, all amounts due and payable thereunder, to Assignor. 72390 C 0 2741 2. Pursuant to an Assignment dated /'s1%'05'r 3\ , 2007 (the "Assignment"), Assignor has transferred and assigned, and in confirmation thereof hereby transfers and assigns, aJI of its right, titJe and interest in and to the Agreement and the subject matter thereof including, without limitation, all amounts due and payable thereunder, to WCP. 3. Assignor executes this Memorandum to provide constructive notice of the existence of the Assignment, and ofWCP's rights and obligations under the Assignment. 4. The tenns and conditions of the Assignment are incorporated herein by reference as if set forth herein in full. Copies of the Agreement and the Assignment are maintained by WCP at its offices at 11900 West Olympic Boulevard, Suite 400, Los Angeles, California 90064. /Signature page follows} 72390 2742 In witness whereof, the undersigned, pursuant to proper authority, has duly executed, sealed, acknowledged and delivered this instrument as of the day and year first above written. Witness #1 as to land in CT, DE, FL, GA, LA, PA & SC and all other states: ' ~~Jntc Witness #2 as to land in CT, DE, FL, GA, LA, PA & SC: Notary Public as to land in GA & LA: Name: -----------Ti tJ e: Notary Public ASSIGNOR: WCP WIRELESS LEASE SUBSIDIARY, LLC, a Delaware limited liabiJity company By: lhdn lk.c Name: Keith Drucker Title: Authorized Officer /Acknowledgment follows} Sl.11:!SIDIARY Signaturc1Admowkc.lg111c11t C 0 2743 - County of Los Angeles, State of California: Multi-Szte LLC (by Individual) Acknowledgment: On Bp/ , 2007, before me, the undersigned officer, personally appeared Keith Drucker, who acknowledged himself/ herself to me (or proved to me on the basis of satisfactory evidence) to be the Authorized Officer of the foregoing limited liability company (hereinafter, the "LLC'); and that as such officer, being duly authorized to do so pursuant to its bylaws or operating agreement, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the LLC by himself in his authorized capacity as such officer as his free and voluntary act and deed and the free and voluntary act and deed of said LLC. Witness my hand and official seal. Supplemental Acknowledgment pursuant to Uniform Acknowledgment Act and also prescRf>r fim of CA Acknowledgment:,e,,~,~\ .... o,~.;i On t5 3 , 2007, before me, the tmd8f9tgned, a Notary Public in and for said State, personally appeared Keith Drucker, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Witness my hand and official seal. C PARCEL A: SCHEDULE A Legal Description PARCEL 2 OF PARCEL MAP NO. 15687, IN THE CITY OF CARLS'BAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS INSTRUMENT NO. 89-283195 OF OFFICIAL RECORDS. EXCEPTING THEREFROM 50 PERCENT OF ALL OIL, MINERAL, GAS AND OTHER HYDROCARBON SUBSTANCES BELOW A DEPTH OF 500 FEET UNDER THE REAL PROPERTY ABOVE DESCRIBED, WITHOUT THE RIGHT OF SURFACE ENTY, AS RESERVED BY CARLSBAD PROPERTIES, A PARTNERSHIP, IN DEED RECORDED JULY 5, 1978 AS INSTRUMENT NO. 78- 279135 OF OFFICIAL RECORDS. RESERVING THEREFROM AN EASEMENT FOR GENERAL ROAD, ALL UTIUTIES, DRAINAGE AND INCIDENTAL PURPOSES OVER THAT CERTAIN "GENERAL UTILITY AND PUBLIC ACCESS EASEMENT DEDICATED TO THE CITY OF CARLSBAD HEREON" AKA EDISON PLACE (PRIVATE STREET) AS SHOWN ON IN PARCE MAP NO. 15687, IN THE CITY OF CARLSAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS INSTRUMENT NO. 89-283195 OF OFFICIAL RECORDS. PARCEL 8: AN EASEMENT FOR GENERAL ROAD, ALL UTILITIES, DRAINAGE AND INCIDENTAL PURPOSES OVER THAT CERTAIN "GENERAL" UTILITY AND PUBLIC ACCESS EASEMENT DEDICATED TO THE CITY OF CARLSBAD HEREON" AKA EDISON PLACE (PRIVATE STREET) AS SHOWN ON PARCEL MAP NO. 15687, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS INSTRUMENT NO. 89-283195 OF OFFICIAL RECORDS. 72390 2744 • REOORDING REQUESTE~Y CHICAGO TITLE COMPANY AND WHEN RECORDED MAIL TO ~RISTOPHER TALBERT 7 CHICAGO TITLE #1207-0646 711 THIRD AVENUE, #500 NEW YORK, NEW YORK 10017 2745 L _J ~~o E:-crnw No. -\.., \ \fa'\ 052 # 2008-0045685 l llllllll 111111111111111111 If ill 11111111111111111111111111111111111111 JAN 30. 2008 8:00 AM OFFICIAL RECORDS ~II DIEGO COUNT'r' RECIJRC•ER'S OFFICE GR Hi ORY J. SMITH. COUNT'r' RECQf,DER FEE';;_ 25.00 PAGES: 6 1111111 D~I H 1II1 Ill~ 11m Bil DI H Rill Bi Ii~ nm um Iii ill '!!,;o:!:'!,-J!""sclH::N"'=-11!:1~7;,,;,1...,06 __ 6""-'7 3:a.as'---.;;.;;X..;;.::49;_ _____ \ -----SPACE ASOVE Tl11S UNI< ~OH 11t:l.'VHUl:t1:. u:.e. ---CSU 120·104858 MEMORANDUM OF ASSIGNMENT THJS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ( Additional recording fee applies ) 1.:PFA-I •• I I/ I J/S6bk C 2746 PREPARED BY-,\NB WHEt' RECORDED RETURN TO: WIRELESS CAPITAL PARTNERS, LLC 11900 West Olympic Boulevard, Suite 400 Los Angeles, California 90064 Attn: Title Department WCP#72390 MEMORANDUM OF ASSIGNMENT This MEMORANDUM OF ASSIGNMENT (this "Memorandum") is made as of Pfj &r :?b\ , 2007 between Wireless Capital Partners, LLC, a Delaware limited liability tompany ("Assignor"), and MW Cell REIT I LLC, a Delaware limited liability company ("Assignee"). l. Assignor and Mickey E. Novak, Trustee of the Mickey Novak Separate Trust U/Dff Dated October 17, 1992, a Florida trust, as Landlord, are parties to a Purchase and Sale of Lease and Successor Lease dated December 20, 2006 (the "Agreement"), a memorandum of which was recorded in San Diego County, California on 2/21/2007 in/as #2007-01 I 7555 relating to an interest in the real property described on attached Schedule A. Pursuant to an Assignment dated January 31, 2007, a memorandum of which was recorded in San Diego County, California on 5/2/2007 in/as #2007-0301835, Assignor transferred and assigned all of its right, title and interest in and to the Agreement and the subject matter thereof including, without limitation, all amounts due and payable thereunder, to WCP Wireless Lease Subsidiary, LLC, a Delaware limited liability company ("WCPWLS"). 72390 .. C 0 2747 2. Pursuant to an assignment dated ~lf:-.'1::3\, 2007, a memorandum of which is about to be recorded immediately prior heretO: WCPWLS transferred and assigned alJ of its right, title and interest in and to the Agreement and the subject matter thereof including, without limitation, all amounts due and payable thereunder, to Assignor. 3. Pursuant to an Assignment dated t;\~JST3\, 2007 (the "Assignment"): (i) Assignor has transferred and assigned, and in con nnation thereof hereby transfers and assigns, all of its right, title and interest in and to the Agreement and the subject matter thereof including, without limitation, all amounts due and payable thereunder, to Assignee; and (ii) Assignee has assumed all liabilities of Assignor under the Agreement which accrue or relate to the period from and after the date hereof. 4. Assignor executes this Memorandum to provide constructive notice of the existence of the Assignment, and of Assignee's rights and obligations under the Assignment. 5. The terms and conditions of the Assigrunent are incorporated herein by reference as if set forth herein in full. Copies of the Agreement and the Assignment are maintained by WCP at its offices at 11900 West Olympic Boulevard, Suite 400, Los Angeles, California 90064. [Signature page follows] 72390 .. 2748 In witness whereof, the undersigned, pursuant to proper authority, has duly executed, sealed, acknowledged and delivered this instrument as of the day and year first above written. Witness #1 as to land in CT, DE, FL, ASSIGNOR: GA, LA, PA & SC and all other states: Witness #2 as to land in CT, DE, FL, GA, LA, PA & SC: Notary Public as to land in GA & LA: Name: -----------Title: Notary Public WIRELESS CAPITAL PARTNERS, LLC; a Delaware limited liability company By: {Mdn~✓ Name: Keith Drucker Title: Authorized Officer /Acknowledgment follows/ WCP/REIT Signalllrc/Ackn,,wlcdgml:'nl C 0 2749 County of Los Angeles, State of Califorrua: Multi:,St}!te LLC (by Individual) Acknowledgment: On t:>(~/ • 2007, before me, the undersigned officer, personally appeared Keith Drucker, who acknowledged himself/ herself to me (or proved to me on the basis of satisfactory evidence) to be the Authorized Officer of the foregoing limited liability company (hereinafter, the "LLC"); and that as such officer, being duly authorized to do so pursuant to its bylaws or operating agreement, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the LLC by himself in his authorized capacity as such officer as his free and voluntary act and deed and the free and voluntary act and deed of said LLC. Witness my hand and official seal. Supplemental Acknowledgment pursuant to Uniform Acknowledgment Act and also prescrJhe4 form of CA Acknowledgment: ~ :\r,t..~ o ~o'J ~ On B 0 / , 2007, before me, the ttnde1si :ci, a Notary Public in and for said State, personally appeared Keith Drucker, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Witness my hand and official seal. ~+.-=o otary u 1c atnc1a toya C PARCEL A: SCHEDULE A Legal Description PARCEL 2 OF PARCEC MAP NO. 15687, IN THE CITY OF CARLSBAD, COUNTY' OF SAN DIEGO, STATE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS INSTRUMENT NO. 89-283195 OF OFFICIAL RECORDS. EXCEPTING THEREFROM 50 PERCENT OF ALL O[L, MINERAL, GAS AND OTHER HYDROCARBON SUBSTANCES BELOW A DEPTH OF 500 FEET UNDER THE REAL PROPERTY ABOVE DESCRIBED, WITHOUT THE RIGHT OF SURFACE ENTY, AS RESERVED BY CARLSBAD PROPERTIES, A PARTNERSHIP, IN DEED RECORDED JULY 5, 1978 AS INSTRUMENT NO. 78- 279135 OF OFFICIAL RECORDS. RESERVING THEREFROM AN EASEMENT FOR GENERAL ROAD, ALL UTILITIES, DRAINAGE AND INCIDENTAL PURPOSES OVER THAT CERTAIN "GENERAL UTILITY AND PUBLIC ACCESS EASEMENT DEDICATED TO THE CITY OF CARLSBAD HEREON" AKA EDISON PLACE (PRIVATE STREET) AS SHOWN ON IN PARCE MAP NO. 15687, lNTHE CITY OF CARLSAD, COUNTY OF SAN DlEGO, STA TE OF CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS INSTRUMENT NO. 89-283195 OF OFFICIAL RECORDS. PARCEL B: AN EASEMENT FOR GENERAL ROAD, ALL UTILITIES, DRAINAGE AND lNCIDENTAL PURPOSES OVER THAT CERTAIN "GENERAL" UTILITY AND PUBLIC ACCESS EASEMENT DEDICATED TO THE CITY OF CARLSBAD HEREON" AKA EDISON PLACE (PRIVATE STREET) AS SHOWN ON PARCEL MAP NO. 15687, JN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILED fN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS fNSTRUMENT NO. 89-283195 OF OFFICIAL RECORDS. 72390 ·--------- 2750 U.ECORDlNG REQUESTEQY CHICAGO TITLE COMPANY AND WHEN RECORDED MAIL TO rc;RISTOPHER TALBERT 7 CHICAGO TITLE #1207-0646 711 THIRD AVENUE, #500 NEW YORK, NEW YORK 10017 2751 ?'b L _J qi iJ u""'\ ocQ # 2oos-0045686 I 1111111111111111111111111111111111111111111111 lllll lllll illll 11111111 JAN 30. 2008 8:00 AM OFFICIAL F:ECOR[)~ S.A.l·I l"IEGO C.OUtHY RECOR(JER'S CJFrlCE CREGOFl'i' j, Srl,ITii.COUIHYRECORC1ER FEH,: 2500 PAGES: t, I 111111111111~ 1111 IIW Hlll 0111 DI um am I~ DIii uw nm DI! 1111 E:.i:n,w No. -\ ~()~rJ~i;r~N~ll:;,• =7.,,,,l=O~G 6"--?=3 Sa..---"X"-"4 __ 9 -----------SP.ICE ABOve '!HIS LINE FOR R£COROER"S use ---CSU 120704858 MEMORANDUM OF ASSIGNMENT THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ( Additional recording fee applies ) 1,;PFP• ··11/I3/IIBbl< 2752 PREPARED BY-A-NB WHEN RECORDED RETURN TO: WIRELESS CAPITAL PARTNERS, LLC 11900 West Olympic Boulevard, Suite 400 Los Angeles, California 90064 Attn: Title Department WCP #170599 MEMORANDUM OF ASSIGNMENT This MEMORANDUM OF ASSIGNMENT (this "Memorandum") is made as of . . , 2007 between WCP Wireless Lease Subsidiary, LLC, a Delaware limited Ii~ ility company ("Assignor"), and Wireless Capital Partners, LLC, a Delaware limited liability company ("WCP"). I. WCP and Mickey E. Novak, Trustee of the Mickey Novak Separate Trust U/D/f Dated October 17, 1992, a Florida trust, as Landlord, are parties to a Purchase and Sale of Lease and Successor Lease dated December 20, 2006 (the "Agreement"), a memorandum of which was recorded in San Diego County, California on 2/21/2007 in/as #2007-0117557 relating to an interest in the real property described on attached Schedule A. Pursuant to an Assignment dated January 31, 2007, a memorandum of which was recorded in San Diego County, California on 5/2/2007 in/as #2007-0301839, WCP transferred and assigned all of its right, title and interest in and to the Agreement and the subject matter thereof including, without limitation, all amounts due and payable thereunder, to Assignor. C 0 2753 2. Pursuant to an Assignment dated &p;b--\:?,} , 2007 (the "Assignment''), Assignor has transferred and assigned, and in confinnation thereof hereby transfers and assigns, all of its right, title and interest in and to the Agreement and the subject matter thereof including, without limitation, all amounts due and payable thereunder, to WCP. 3. Assignor executes this Memorandum to provide constructive notice of the existence of the Assignment, and ofWCP's rights and obligations under the Assignment. 4. The tenns and conditions of the Assignment are incorporated herein by reference as if set forth herein in full. Copies of the Agreement and the Assignment are maintained by WCP at its offices at 11900 West Olympic Boulevard, Suite 400, Los Angeles, California 90064. /Signature page follows) 170599 C ~ 2754 In witness whereof, the undersigned, pursuant to proper authority, has duly executed, sealed, acknowledged and delivered this instrument as of the day and year first above written. Witness #I as to land in CT, DE, FL, GA, LA, PA & SC and all other states: Witness #2 as to land in CT, DE, FL, GA, LA, PA & SC: Notary Public as to land in GA & LA: Name: -----------Title: Notary Public ASSIGNOR: WCP WIRELESS LEASE SUBSIDIARY, LLC, a Delaware limited liability company By:{u¢}J~ Name: Keith Drucker Title: Authorized Officer /Acknowledgment follows/ Sl.lBSIDI.-\R'\' Signa111rc/Ad;no1Vlcdgmcnt C 0 2755 County of Los Angeles, State of California: Multi-Sta)e LLC (by Individual) Acknowledgment: On B/ 5/ , 2007, before me, the undersigned officer, personally appeared Keith Drucker, who acknowledged himself/ herself to me (or proved to me on the basis of satisfactory evidence) to be the Authorized Officer of the foregoing Jimited liability company (hereinafter, the "LLC"); and that as such officer, being duly authorized to do so pursuant to its bylaws or operating agreement, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing th~ name of the LLC by himself in his authorized capacity as such officer as his free and voluntary act and deed and the free and voluntary act and deed of said LLC. Witness my hand and official seal. Supplemental Acknowledgment pursuant to Uniform Acknowledgment Act and also prescribed form of CA Acknowledgment: ,Po..~<";(...,..:i.. o ~":\ .o- On 8/3 / , 2007, before me, the 1::1ndeFSigneEI, a Notary Public in and for said State, personally appeared Keith Drucker, personaJly known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Witness my hand and official seal. C PARCRA: 2756 SCHEDULE A Legal Descripeion PARCEl 2 OF PARCEL MN> NO. 15687, IN THE ClY OF CARLSBAD, COUNTY Of SAN DIEGO, STATE OF rAUFOON)A. FILED IN THE OFRCE Of lliE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS INSTRUMENT NO. 89-283195 Of OFFlCIAL RECORDS. EXCEPTING THEREA«lM 50 PERCENT OF All OIL, MINERAL, ~ ANO OlliER HYDROCMSON SUBSTNCES BElOW A DEP1l1 OF 500 FEET UNDER THE REAL PROPERTY MJ:Nf DESCRIBED, WJ1liOUT THE RlQfT OF SURFACE ENTRY, AS RfSERVEO 8Y CARLSeM> PROPERTIES, A PAATNERSHlP, IN DEED RECORDED JULY 5, 1978 AS INSTR\IIIENT NO. 78-279136 Of OFFICIAL RECORDS. RESERVING THEREFROM AN EASEMENT FOR GENERAL ROAD, All UTILJTieS , DRAINAG£ ANO INCIOENTAL PURPOSES OVER TltAT CERTAIN "GENERAL UTIUlY N6J PJBUC ACCESS fASEMENT OEDICAlB> TO ntE OTY Of CARLS8AD HEREON"' N<A EDISON PLACE (PRJVATE STREE'T) AS 9-IOWN ON IN PARCEL MN> NO. 15687, IN M OTY OF CARI.SBAO, COUNTY Of SAN DIEGO, STAlE Of CALIFORNIA, FILED IN 1HE OFFICE Of lHE COUNTY RECORDER OF SAN DIEGO COONTY ON MAY 30, 1989 M, INSlRUMEHT ND. 89-283195 OF OffJCIAI.. RECORDS. PARCB. B: AN EASEMENT FOR GENERAL ROAD, All lffiLmES, ORAJNAGE ANO INCDENTAL PURPOSES OVER THAT CERTAIN "GENERAL• tmU1Y AND PUBUC ACCESS eASEJENT DEDICATB> TO THE CllY OF CARlSBAD HEREON" MA EDISON PLACE (PRJVATE STREET) AS SHOWN ON PARCEL MAP NO. 15687, IN ntE cm' OF CARLSBAO, COUNTY OF SAN DIEGO, STATE OF CAUFORNIA, FllfD IN 1lE OFFICE OF THE COUHTY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 M, INSTRUMENT NO. 89-283195 OF OfflCIAI. RECORDS. t._'t)t-,:>it a-,-c).-QC,). -3,.b 170599 ~ RECQRDING REQUESTE~Y CHICAGO TITLE COMPANY ANO WHEN RECORDED MAIL TO icHRISTOPHER TALBERT 7 CHICAGO TITLE #1207-0646 711 THIRD AVENUE, #500 NEW YOR~, NEW YORK 10017 L E:..i:niw Nu. 2757 DlQ # 2008-0045687 I llllllll Ill lllil 11111111111111111111111111111111111 IIIII IIIII IIII 1111 JAN 30, 2008 8:00 AM OFFICIAL RECORDS $,6.11 DIEl:,O COUNT',· RECORl•EffS OfFICE C,REGOR',' ,1 i:OMITH, Cllllt-lTY REC(IR[1£H FEES: .?!i 00 PAGES: <, I IIW 11111 Diil 111111111 u11111m 11m lill Ill llll llll nm 11111111 ml ~O:fflnl~s:rr;:N'it:n~7,...,,l:T06a....6..;..;73:;..;::;S'----=X4=9'------------SPACE ABOVE THIS LINE FOA RECOROER'S USE ---CSU 120704858 MEMORANDUM OP ASSlGNMENT THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ( Additional recording rec applies ) 1,;PFRa •·11/t3/98b\ 2758 PREPARED BY~ WH~v JIBCORDBD RETURN TO. WIRELESS CAPITAL PARTNERS, LLC 11900 West Olympic Boulevard, Suite 400 Los Angeles, California 90064 Attn: Title Department WCP #170599 MEMORANDUM OF ASSIGNMENT This MEMORANDUM OF ASSIGNMENT (this "Memorandum") is made as of fq~E5: 31, 2007 between Wireless Capital Partners, LLC, a Delaware limited liability rmpany (''Assignor"), and MW Cell REIT 1 LLC, a Delaware limited liability company ("Assignee"). I. Assignor and Mickey E. Novak, Trustee of the Mickey Novak Separate Trust U/D/T Dated October 17, 1992, a Florida trust, as Landlord, are parties to a Purchase and Sale of Lease and Successor Lease dated December 20, 2006 (the "Agreement"), a memorandum of which was recorded in San Diego County, California on 2/21/2007 in/as #2007-0117557 relating to an interest in the real property described on attached Schedule A. Pursuant to an Assignment dated January 31, 2007, a memorandum of which was recorded in San Diego County, California on 5/2/2007 in/as #2007-0301839, Assignor transferred and assigned all of its right, title and interest in and to the Agreement and the subject matter thereof including, without limitation, all amounts due and payable thereunder, to WCP Wireless Lease Subsidiary, LLC, a Delaware limited liability company ("WCPWLS"). 170599 C 0 2759 . 2. Pursuant to an assignment dated A\A0S·-'r3) , 2007, a memorandum of which is about to be recorded immediately prior hereto;¾iCPWLS transferred and assigned all of its right, title and interest in and to the Agreement and the subject matter thereof including, without limitation, all amounts due and payable thereunder, to Assignor. 3. Pursuant to an Assignment dated &\J~\J$ '.)) , 2007 (the "Assignment"): (i) Assignor has transferred and assigned, and in con rmation thereof hereby transfers and assigns, all of its right, title and interest in and to the Agreement and the subject matter thereof including, without limitation, all amounts due and payable thereunder, to Assignee; and (ii) Assignee has assumed all liabilities of Assignor under the Agreement which accrue or relate to the period from and after the date hereof. 4. Assignor executes this Memorandum to provide constructive notice of the existence of the Assignment, and of Assignee's rights and obligations under the Assignment. 5. The terms and conditions of the Assignment are incorporated herein by reference as if set forth herein in full. Copies of the Agreement and the Assignment are maintained by WCP at its offices at 11900 West Olympic Boulevard, Suite 400, Los Angeles, California 90064. {Signature page follows] 170599 I ·- 2760 In witness whereof, the undersigned, pursuant to proper authority, has duly executed, sealed, acknowledged and delivered this instrument as of the day and year first above written. Witness #1 as to land in CT, DE, FL, ASSIGNOR: GA, LA, PA & SC and all other states: Witness #2 as to land in CT, DE, FL, GA, LA, PA & SC: Nmne:~ Notary Public as to land in GA & LA: Name: -----------Tit I e: Notary Public WIRELESS CAPITAL PARTNERS, LLC, a Delaware limited liability company By: wan~ Name: Keith Drucker Title: Authorized Officer /Acknowledgment follows] C 0 County of Los Angeles, State of California: 2761 Multi;Stpte LC (by Individual) Acknowledgment: On t:>( .3 , 2007, before me, the undersigned officer, personally appeared Keith Drucker, who acknowledged himself/ herself to me (or proved to me on the basis of satisfactory evidence) to be the Authorized Officer of the foregoing limited liability company (hereinafter, the "LLC"); and that as such officer, being duly authorized to do so pursuant to its bylaws or operating agreement, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the LLC by himself in his authorized capacity as such officer as his free and voluntary act and deed and the free and voluntary act and deed of said LLC. Witness my hand and official seal. Supplemental Acknowledgment pursuant to Uniform Acknowledgment Act and also prescJ:l.br form of CA Acknowledgment: ~.a..~ c-~ --~ o-0~-.::>j o... On 't::> --~ /, 2007, before me, the ttndersigneEI, a Notary Public in and for said State, personally appeared Keith Drucker, personalJy known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Witness my hand and official seal. Notary Public Patncia Otoya C PARCElA: SCHEDULE A Legal Description PARCEL 2 OF PARCEL MAP NO. 15687, IN lllE CITY OF c.AAlSBAO, COUNlY OF SAN DIEGO, STATE OF CAUFORNIA. ALEO IN TIE OfACE OF lHE COUNTY RECORDER Of SAN DIEGO COUNTY ON MAY 30, 1989 PS INSTRUMENT NO. 89-283195 Of OFFICAL ~ECORDS. EXCEPTING lliEREFROM 50 PERCEft(f OF ALL Olli MINERAL, GAS AND OlHER HYDROCARBON SUBSTANCES BELOW A DfPTtt Of 500 FEET UNDER 1HE REAL PROPfRlY AP/JVF. DESCRIBED, WI11iOUT THE RIGHT Of SURFACE ENTRY, PS RESERVED BY CARl.S8AD PROPERTIES, A PARTNERSHIP, IN DEED RECORDED JlJlY 5, 1978 AS INSTRUMENT NO. 78-279136 OF OFFIOAL RECORDS. RESERVING lliERffROM AN EASEMENT FOR GENEAAl ROAD, AU. UTIUTIES , DAAINAGE Nl0 INClOENTAL. PURPOSES OVER THAT CERTAIN .. GENERAi. UTILITY AKJ PUBUC KJ:5S EASEMENT DEDICATED TO l1iE 01Y OF CARLSBAD HEREON"' AAA EDISON PlACE (PRJVAlE STREET) AS 9iOWN ON IN PARCEL MAP NO. 15687, IN TliE C1Y OF CARLSBAD, COUNTY OF SAN DIEGO, SfAlE OF CAUFORNIA, FILED IN 1liE OFFICE OF lliE COUNTY RECORDER OF SAN DIEGO OOUNTY ON MAY 30, 1989 AS INSTRUMENT NO. 89-283195 OF OFFICIAL RECORDS. PAACEl. 8: AN EASEMENT FOR GENERAL ROAD, ALL UTILITIES, DRAINAGE AND INCIDENTAL PURPOSES OVER THAT CERTAIN •GENERAL. UT1UlY ANO PUBUC ACCESS EASEMENT DEDICATED TO THE CITY OF CARLSBAD HEREON" l«A EDISON PlACE (PRIVAlE STREET) AS g()WN ON PARCEL MAP NO. 15687, IN THE OlY OF CARLSBAO, CClJNTY OF SAN DIEGO, STATE OF CAUFORNL\ Fil.ED IN M OfFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS INSTRUMENT NO. 89-283195 Of OFFIOAL RECORDS. ~'t:>~* c).\'~-Q"t). -3-,b l70599 2762 • RECORDING REQUESTE~Y CHICAGO TITLE COMPANY 2 7 6 3 AND WHEN RECORDED MAIL TO ~RISTOPHER TALBERT 7 CHICAGO TITLE #1207-0646 711 THIRD AVENUE, #500 NEW YORK, NEW YORK 10017 L _J n~ E~1:ruw No. -l,b' \ DOg # 2008-0045688 I llllllll Iii 111!1 Hill 111111111111111 IIIII IIIII IIIII IIIII IIIII IIII IHI ,JAN 30. 2008 8:00 AM OFFIClll.L RECCJF:c,s SAIi Ci:f_GQ COUNTY RECOF:r•fR'S OFFICE Cif:EL",Ctl-W .'. SMITH. CCIUl'JT',· RECORDER FEES ;:<.; ttO PAGES: <• i 1111 HIii 1111! 01111111 um.111 um Olli BIi DIii DIii i~~ Ill! Ill IHI \ -;:;<>~nl:"""'c:c~N~n~. =7:.,;;1::'rD6...;;6..;..7 3;a.;:s'---~ ...;;.;;X__,4 9 _____________ sPACE ABOVE THIS uNE FOR RECORDER'S use ---csu 120704858 MEMORANDUM OF ASSIGNMENT THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ( Additional recording fee applies ) 1.:PFRJ ••11/1:l/116bk C PREPAREDBY-A:N& 'WiIE>~ RECORDBD RlITURN TO: WIRELESS CAPITAL PARTNERS, LLC 11900 West Olympic Boulevard, Suite 400 Los Angeles, California 90064 Attn: Title Department WCP#67426 MEMORANDUM OF ASSIGNMENT 2764 This MEMORANDUM OF ASSIGNMENT (this "Memorandum'') is made as of ~mt 2,\, 2007 between WCP Wireless Lease Subsidiary, LLC, a Delaware limitedfu(ility company ("Assignor"), and Wireless Capital Partners, LLC, a Delaware limited liability company ("WCP"). 1. WCP and Mickey E. Novak, Trustee of the Mickey Novak Separate Trust U/D/T Dated October 17, 1992, a Florida trust, as Landlord, are parties to a Purchase and Sale of Lease and Successor Lease dated December 20, 2006 (the "Agreement''), a memorandum of which was recorded in San Diego County, California on 2/21/2007 in/as #2007-0117556 relating to an interest in the real property described on attached Schedule A. Pursuant to an Assignment dated January 31, 2007, a memorandum of which was recorded in San Diego County, California on 5/2/2007 in/as #2007-0301837, WCP transferred and assigned all of its right, title and interest in and to the Agreement and the subject matter thereof including, without limitation, an amounts due and payable thereunder, to Assignor. 67426 C 0 2765 2. Pursuant to an Assignment dated~\}-," 3\ , 2007 (the "Assignment''), Assignor has transferred and assigned, and in conmnation thereof hereby transfers and assigns, all of its right, title and interest in and to the Agreement and the subject matter thereof incJuding, without limitation, all amounts due and payable thereunder, to WCP. 3. Assignor executes this Memorandum to provide constructive notice of the existence of the Assignment, and of WCP's rights and obligations under the Assignment. 4. The terms and conditions of the Assignment are incorporated herein by reference as if set forth herein in full. Copies of the Agreement and the Assignment are maintained by WCP at its offices at 11900 West Olympic Boulevard, Suite 400, Los Angeles, California 90064. {Signature page follows] 67426 C 2766 In witness whereof, the undersigned, pursuant to proper authority, has duly executed, sealed, acknowledged and delivered this instrument as of the day and year first above written. Witness #1 as to land in CT, DE, FL, GA, LA, PA & SC and all other states: Witness #2 as to land in CT, DE, FL, GA, LA, PA & SC: Notary Public as to land in GA & LA: Name: -----------Ti tie: Notary Public ASSIGNOR: WCP WIRELESS LEASE SUBSIDIARY, LLC, a Delaware limited liability company By:l4mi~ Name: Keith Drucker Title: Authorized Officer /Acknowledgnrent follows/ SUBSIDIARY Signnturc'A.:knowlcdgmcnt C 0 2767 County of Los Angeles, State of California: Multi-.S,tate LLC (by Individual) Acknowledgment: On E> /;2 J , 2007, before me, the undersigned officer, personally appeared Keith Drucker, who acknowledged himself/ herself to me (or proved to me on the basis of satisfactory evidence) to be the Authorized Officer of the foregoing limited liability company (hereinafter, the "LLC"); and that as such officer, being duly authorized to do so pursuant to its bylaws or operating agreement, executed, subscribed and a~knowledged the foregoing instrument for the purposes therein contained, by signing the name of the LLC by himself in his authorized capacity as such officer as his free and voluntary act and deed and the free and voluntary act and deed of said LLC. Witness my hand and official seal. Supplemental Acknowledgment pursuant to Uniform Acknowledgment Act and also presc,Abed form of CA Acknowledgment: f\~~ ~~ ·\I>-O~J o... On · ~ l ? { , 2007, before me, the 11rsde1signcd, a Notary Public in and for said State, personally appeared Keith Drucker, personalJy known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Witness my hand and official seal. f¾~o ry u 1c atncia toya .. -•--·ev::-····eeeo, C PARCEL A: SCHEDULE A Legal Description PARCEL 2 OF PARCEL MAP NO. 15687, IN THE OlY OF CARlSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA. AL.ED IN lliE OFFICE OF THE CO,UNTY RECORDER OF SAN DIEGO COUNTY ON MAV 30, 1989 ~ INSTRUMENT NO. 89-283195 OF OffICIAL RECORDS. .. ' EXCEPTING THEREFROM SO PERCEftfT Of ALL Oil., MINERAL, GAS ANO OTHER HYDROCARBON SUBSTANCES BELOW A DEPrn OF .500 FEET UNDER 1HE REAL PROPERTY AfDIE DESCRIBED, WITiiOUT THE RIGHT OF SURFACE ENTRY, AS RES~VED BY CARlS8AO PROPERTIES, A PARTNERSHIP, IN DEED RECOROED JULY 5, 1978 AS INSTRUMENT NO. 78-279136 Of OfflCAI. RECORDS. RESERVING THEREFROM AN 'EASEMENT FOR (jfNERAl. ROAD, All IJTIUTIES , DRAINAGE ANO INCIDENTAL PURPOSES OVER n-tAT CERTAIN "GENEAAL UTILITY AND PJBUC ACCESS EASEMENT DEDICATED TO THE CTI' OF CARLSBAD HEREON" A¥A EDISON Pl.ACE (PRIVATE STREET) AS SHOWN ON IN PARCEL MAP NO. 15687, IN TIE 01Y OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CAUFORNL\ ALEO IN THE OfACE OF THE COUNTY RECORDER OF SAN DIEGO COUN'N ON MAY 30, 1989 AS JNSlRUMENT NO. 89·283195 OF OFFIOAL RECORDS. PARCELB: AN EASEMENT FOR GENERAL ROAD, All UTILITIES, OAAINAGE AND INCJDENTAL PURPOSES OVER lltAT CERTAIN "GENERAL" UTlU1Y ANO PUBLIC ACCESS EASEMENT DEDICATED TO TI-IE cnY OF CARLS8AD HEREON" AAA EDISON PLACE (PRIVATE STREET} AS SHOWN ON PARCEL MAP NO. 15687, IN THE OlY OF CARlSBAO, COUNTY OF SAN DIEGO, STATE OF CALlfORNJA, FILED IN THE OFFICE OF TI£ COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS INSTRUMENT NO. 89-2113195 Of OFFICIAL RECORDS. ~"t>l'J .:tt 'g\, ~ _ o '1). -"3b 67426 2768 RECORDING REQUESTEQY CHICAGO TITLE COMPANY AND WHEN RECORDED MAIL TO r;RISTOPHER TALBERT 7 CHICF\GO TITLE #1207-0646 711 THIRD AVENUE, #500 NEW YORK, NEW YORK 10017 i_ Escrow No. - 2769 ocO# 2ooa-00455gg 1111111111111111111111111111111111111111111111111111111111111111111111 JAN 30, 2008 8:00 AM OFFIC1.i\L RECORC1S ':,Ar-I C•tl(iO CrjUlllY flfC.ORllER'S OFF1(E Gr1E(iUR',' ,,. SMITH, comm· RECOR[,ER f'EE~ ~.00 PAGES: <i 11111111111111111 ~O~cJ~c:rl,.!,N~o~, ,e--,7.!.,,:.1~0~6 6~7-=-3 5=-.:.-~X~4~9 ___________ $PACE ABOVE nus LINS FOR RECORDER'S use --- CSU 120104858 MEMORANDUM OF ASSIGNMENT THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ( Additional recording fee applies) 1.:PFR• .. 11 / 1 l/9Bbk PREPARED BY ANB- VAH}N RECORDED RETURN TO: WIRELESS CAPITAL PARTNERS, LLC 11900 West Olympic Boulevard, Suite 400 Los Angeles, California 90064 Attn: Title Department WCP#67426 MEMORANDUM OF ASSIGNMENT 2770 This MEMORANDUM OF ASSIGNMENT (this "Memorandum") is made as of {\v.~ ~, 2007 between Wireless Capital Partners, LLC, a Delaware limited liability company "Assignor"), and MW Cell REIT 1 LLC, a Delaware limited liability company ("Assignee"). I. Assignor and Mickey E. Novak, Trustee of the Mickey Novak Separate Trust U/Dff Dated October 17, 1992, a Florida trust, as Landlord, are parties to a Purchase and Sale of Lease and Successor Lease dated December 20, 2006 (the "Agreement"), a memorandum of which was recorded in San Diego County, California on 2/21/2007 in/as #2007-0117556 relating to an interest in the real property described on attached Schedule A. Pursuant to an Assignment dated January 31, 2007, a memorandum of which was recorded in San Diego County, California on 5/2/2007 in/as #2007-0301837, Assignor transferred and assigned all of its right, title and interest in and to the Agreement and the subject matter thereof including, without limitation, all amounts due and payable thereunder, to WCP Wireless Lease Subsidiary, LLC, a Delaware limited liability company ("WCPWLS"). 67426 C 0 2771 2. Pursuant to an assignment dated %'6 ,-3 \ , 2007, a memorandum of which is about to be recorded immediately prior hereto, WCPWLS transferred and assigned all of its right, title and interest in and to the Agreement and the subject matter thereof including, without limitation, all amounts due and payable thereunder, to Assignor. 3. Pursuant to an Assignment dated~~ 2;;,\, 2007 (the "Assignment"): (i) Assignor has transferred and assigned, and in corirmation thereof hereby transfers and assigns, all of its right, title and interest in and to the Agreement and the subject matter thereof including, without limitation, all amounts due and payable thereunder, to Assignee; and (ii) Assignee has assumed aU liabilities of Assignor under the Agreement which accrue or relate to the period from and after the date hereof. 4. Assignor executes this Memorandum to provide constructive notice of the existence of the Assignment, and of Assignee's rights and obligations under the Assignment. 5. The tenns and conditions of the Assignment are incorporated herein by reference as if set forth herein in full. Copies of the Agreement and the Assignment are maintained by WCP at its offices at 11900 West Olympic Boulevard, Suite 400, Los Angeles, California 90064. /Signature page follows/ 67426 C 2772 In witness whereof, the undersigned, pursuant to proper authority, has duly executed, sealed, acknowledged and deJjvered this instrument as of the day and year first above written. Witness #1 as to land in CT, DE, FL, ASSIGNOR: GA, LA, PA & SC and all other states: Witness #2 as to land in CT, DE, FL, GA,LA, PA & SC: Notary Public as to land in GA & LA: Name: -----------Title: Notary Public WIRELESS CAPITAL PARTNERS, LLC, a Delaware limited liability company By: lJJ@Jilt-=: Name: Keith Drucker Title: Authorized Officer {Acknowledgment follows} WCPIREIT Sigo~1urc1Acknuwlcd1,m1cn1 C 0 2773 County of Los Angeles, State of California: Multi-State LLC (by Individual) Acknowledgment: On e,/~ 7 , 2007, before me, the undersigned officer, personally appeared Keith Drucker, who acknowledged himself/ herself to me (or proved to me on the basis of satisfactory evidence) to be the Authorized Officer of the foregoing limited liability company (hereinafter, the "LLC"); and that as such officer, being duly authorized to do so pursuant to its bylaws or operating agreement, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the LLC by himself in his authorized capacity as such officer as his free and voluntary act and deed and the free and voluntary act and deed of said LLC, Witness my hand and official seaJ. Supplemental Acknowledgment pursuant to Uniform Acknowledgment Act and also prescribed form of CA Acknowledgment: re. 1\ ~, ~ ,.,,., O ,o ~ o.. On B /?; / , 2007, before me, the MEl&F!Hgned; a Notary Public in and for said State, personally appeared Keith Drucker, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. Witness my hand and officia] seal. Notary Public Patricia Otoya ~~:, -1 Nota,y Pub110 -CCIIIIOffllCI I LolAngMICount, C .... ~ PARCB.A: SCHEDULE A Legal Description PARCEL 2 OF PARCEL MAP NO. 15687, IN THE ClY OF CARLSf:W), COUNTY OF SAN DIEGO, STATI: OF CALIFORNIA, FILED IN THE OFFICE OF THE co_tJNTY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS INSTRUMENT NO. 89·283195 Of OfflOAL RECORDS. " EXCEPllNG lliEREFROM 50 PERCENT OF ALL OR., MINERAL, GAS AND OnteR HYDROCARBON SUBSTANCES BELOW A OEP1li OF 500 FEET UNDER 1HE REAL PROPERlY N!DVE DESCUBED, wmfOUT THE RIGHT OF SURfAC£ ENTRY, AS RESERVED BY CAAI.SfW) PROPERTIES, A PARTNERSHIP, JN DEED RECORDED MY:;, 1978 AS INSTRUMENT NO. 78-279136 OF OfflCAL RECORDS. RESERVING TifERERt<lM AN °fASEMENT FOR GENERAL ROAD, All l/TlUTIES , DRAINAGE All) INODENTAL PURPOSES OVER TiiAT CERTAIN "GENERAL VTIUlY AND PUBUC ACCESS EASEMENT DEDICAlB> TO THE CITY OF CARI.SIW) HEREON• r«A EDlSON Pl.ACE (PRIVATE STREET) AS SHOWN ON IN PARCB. MAP NO. 15687, IN Ttf: CITY OF CARI.SBAD, COUNTY OF SAN DIEGO, STATI: OF CALIFORNIA, Fll.ED IN M OfFICE OF M COUNlY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS INSTRUMENT NO. 89-283195 OF OfflCIAl. RECORDS. PARCEL 8: AN EASEMENT FOR GENERAL ROH>, AU. U11UTIES, DRAINAGE ANO INCIDENTAL PURPOSES OVER lltAT CERTAIN •GENERAL• UllU1Y AND PUBLIC ACCESS EASEMENT DB>JCATED TO TiiE Cl1Y OF CARLSBAD HEREON" AXA EDISON PlACE (PRIVATI: STREET) AS SHOWN ON PARCB. MAP NO. 15687, IN THE QTY Of CARLS8AD, COUN1Y OF SAN DIEGO, STATI: OF CALIFORNIA, FllfO IN THE OFFJCE OF 1ffE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS INSTRUMENT NO. 19-283195 OF OffIOAI. RECORDS. ~--Pt-) ~ 7'," -o c;} -""'3b 67426 2774 C 0 DOC# 2008-0445468 ~ I 111111111111111111111111111111111111111111111 lllll lllll lllll llll llll 10656 AUG 19, 2008 4:36 PM OFFICIAL RECORDS t~ f\ D\) RECORDING REQUESTED BY ANO) V WHEN RECORDED MAIL TO: ) SAN DIEGO COUNTY RECORDER'S OFFICE GREGORY J. SMITH, COUNTY RECORDER FEES: 0.00 PAGES: 3 City Clerk CITY OF CARLSBAD ) ) ) ) ) I IHI nw U!IIIIIIUmHm RIii BfflHWIII IIII IIII IIII Ill IHI 1200 Carlsbad VIiiage Drive Carlsbad, California 92008-1989 Space above this line for Recorder's use Assessor's Parcel Number 212-092-36-00 -----------Project Number and Name MCUP 07-05 Sprint Nextel SD03XC145 NOTICE OF RESTRICTION ON REAL PROPERTY The real property located in the City of Carlsbad, County of San Diego, State of California described as follows: Parcel 2 of Parcel Map 15687 in the City of Carlsbad, County of San Diego, State of California, filed in the office of the County Recorder of San Diego County, on May 30, 1989, as File/Page No. 89-283195 of official records is restricted by a Minor Conditional Use Permit No. MCUP 07-05 approved by the City of Carlsbad on April 29, 2008. A copy is on file at the City of Carlsbad Planning Department. The obligations and restrictions imposed are binding on all present or future interest holders or estate holders of the property. Rev. 06/04/1996 C OWNER: Signa e 10657 212-092-36-00 MCUP 07-05 Sprint Nextel SD03XC145 DON NEU, Planning Director 'Q-7-08' Date ~~~ Print name and title ~ ~ Signature ~PPROVED AS TO FORM: Print name and title· RONALD R. LL, City Attorney ~/z3/ce By: Date ( (Proper notarial acknowledgment of execution by Contractor must be attached.} (Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s} signing to bind the corporation.} (If signed by an individual partner, the partnership must attach a statement of partnership authorizing the partner to execute this instrument}. Rev. 06/04/1996 CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT 10658 State of California County of Sant""-'Btu-ba.n",\. On J tA.] ~ 30, 200K before me, -~_t._M__,. ,.....Or....,..+ ___ ·,-z.._, N.......,.-.om~r"...,...._~_u.._b_(_1· c., __ _ (Here inscn name and title of the officer) personallyappeared __ L_o.._n_"'-_M___;e'---__ G_r_ee-n _ ___.;..c.. _____________ ___, who proved to me on the basis of satisfa. ctory evidelljf to be the personvi1' whose name~/are subscribed to the within instrument and acknowledged to me that~/she/they executed the same i~r/their authorized capacity(~ and that by~crltheir signature,(') on the instrument the person~. or the entity upon behalf of which the person,¢} ai':te~xecuted the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. official seal. Signature of (Nolaly Seal) 1 e e t o n t n 'tJI t 81 11 0 9 0 0 I. M.ftZ I commllllon I 17Hl90 I HOIGry PUbllc • Callfornla I lantO lad)GJG County i l . C O C .,~:'!"!~1,2:11 C ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF THE A TT ACHED DOCUMENT (fitle or description of attached document} (Title or description of auached document continued) Number of Pages __ Document Date ___ _ {Additional information) CAPACITY CLAIMED BY THE SIGNER D Individual (s) □ Corporate Officer {Title) D Panner(s) D Attorney-in-Fact □ Trustce(s) 0 Other ------------- 2008 Version CAPA vl2.10.07 800-873-9865 www.NotaryClasses.com rNSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment complt1td In Collft,rnfa mun cot11aln wrbiage w:zctly as ap,xan aboW1 in 1he nota,y section ar a srporate adnuwledgment /om, must bt properly completed Dnd attached to that docl//rHlnt. Tire only ucep1/on Is if a doc11m1nt Is to bt recorded our,tde of California. In such irullm«I, any alternative odnuwledgment verbioge as may be printed on 1udt a docl//rHlrtl 10 long o, the 11trblap dots nOl r,quire tire no/Ory to do .som,thing 1ha1 is Illegal for a no/tJJ'y In Califonria (i.e. urrif>,lng the authorlt:td capacity of the s/gMr). Plttut checl the document corefully for proper notarial wording and aJtach this form If required • Stoic and County intormatlon mus1 be lhc State and County where 1he document signer(s) personally appeared before the nolary public for aclcnowlcdpncnt. • Date of ootarization must be the d.'\te lhat the signer(s) per10no.Uy 11ppeared which m11St also be the same dale the acknowledgment is completed. • The nowy public must print his or her name a it IIJlPeffl within his or her commi5:5ion (ollowcd by• c:omma and lhcn your title (nollly public). • Print the name(s) of document signel(s) who personally appear II the time of notarizalion. • Indicate the correct singular or plural fonns by crossing off ~eel form, (i.e. ilefshcAhey,-is,_ ) or circlin& the cortee:1 forms. Failure to conmly indiceile this infonnatlon may lead to rejection or doeument recording. • The notaiy seal imp~lon must be clear and photographically reproducible. lmpn:asion must not cover tcx1 or lines. If seal impression smudges, ~seal if a sufficient area pcnnilS, otherwise complete• diffi:rcnt acknowledgment fonn. • Signatw:c of the notary public must match the signalure on file with the ofl"icc of the county clerk. <-Additional information is not required but could help to ensure this acknowledgment is not misused or 1111chcd to a dilTcn:nl documcnl. ❖ lndicalc title or type of attached doc:umenl, number of pages and date. ❖ Indicate the capacity claimed by the siper. If the claimed capacity is a c(lf1JOl'le officer, indicate the tide (i.e. CEO, CFO. Secrcwy). • Securely attach this document to the signed document RECORDING REQUESTED BY AND) WHEN RECORDED MAIL TO: ) City Clerk 9150 DOC # 201 0-0281400 111111111111 HII 11111111111111111111 HII IIII IIIII IIIII IHI 11111111 JUN 04, 2010 11 :03 AM OFFICIAL RECORDS SAN DIEGO CDUNTV RECORDER'S OFFICE DAVID L. BUTLER. COUNTY RECORDER FEES: 0.00 PAGES: 5 IIIIIIIIIIIIMIIIII CITY OF CARLSBAD ) ) ) ) ) 1200 Carlsbad Village Drive Carlsbad, Califomia 92008-1989 Space above this line for Recorder's use Assessor's Parcel Number 212-092-36-00 Project Number and Name MCUP 10-01 -T•MOBILE SD06224A INNOVATIVE TIME NOTICE OF RESTRICTION ON REAL PROPERTY The real property located in the City of Carlsbad. County of San Diego, State of California described as follows: Parcel 2 of Parcel Map No. 15687, in the City of Carlsbad, County of San Diego, State of California, filed in the Office of the County Recorder of San Diego County on May 30, 1989 as File/Page No. 89-283195 of office recorders. Is restricted by a Minor Conditional Use Permit No. MCUP 10·01 approved by the City of Carlsbad on February 10, 2010. A copy is on file at the City of Carlsbad Planning Department. The obligations and restrictions imposed are binding on all present or tuture interest holders or estate holders of the property. Rev. 11/2612008 --C OWNER: Print name !Ji;, ' £/LL . w,IMl,f,W Sig re ~tJlt ~ J5/ro,.~~ Print name and title ~/t}B/#)10 Date ' O··· 9151 212•092-36-00 MCUP 10-01 -T-MOBILE S006224A INNOVATIVE TIME APPROVED AS TO FORM: c[SIBAD DON NEU, Pla,]Ding Director ~27-/Q Date RONALD R. BALL, City Attomey ,, By: Date (Proper notarial acknowledgment of execution by Contractor must be attached.) (Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. Otherwise, the corporation must attach a resolution certilled by the secretary or assistant secretary under corporate seal empowering the afficer(s) signing ta bind the corporation.) (If signed by an individual partner, the partnership must attach a statement of partnership authorizing the partner to execute this instrument). Rev. 11/26/2008 9152 CALIFORNIA ALL•PURPO&E ACKNOWLEDGMENT ·-,., tr mnnrcwn1□1rro State of Califomla County of SYb:,bi ~ On MAt.f !2, ;20/0 , before me, personally appeared A), c,ol f,, Place Nalaly Se-' Abowl MtMMmsanrrss an norrarenennc,Memnttt,.,. p$ersonally known to me O proved to me on the basis of satlslactOfY evidence to be the person(s) whose name(s) ls/are subscribed to the within Instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capactty(les), and that by hlslher/lheir slgnature(s) on the Instrument the person{s), or the entity upon behalf of which the person(s) acted, executed the Instrument. Though 111, infomN1l/on befow ;, not ,-qull'ld by law. II may prove 1/8/uatff to person, ,e/y/ng OIi lhl doeumenl and could prevent fraudulflnt n,moval and manachmenl al this fom, lo another document. Description of Attached ~ment· • / Tltle or Type of Document: yo+, ~Ce. of! (A sffA• cJ,()(1 -HC VP //} ,.0 Document Cate: AptZr" I JO I ci,Q f O Number of Pages: __..___ __ _ Slgner(s) Other Than Named Above: _____________________ _ Capaclty(les) Claimed by Slgner(s} Signer's Name: ___________ _ O Individual 0 Corporate Officer -Tllla(s): ______ _ □ Partner -D Limited D General 0 Attorney In Fact 0 Trustee 0 Guardian or Conservator D Other: _______ _ Signer ts Representing: ___ _ Signer's Name: ___________ _ D lndlVldual 0 Corporate Officer -Title(s): ______ _ D Partner -□ Limited D General □ Attomay In Fact □ Trustee □ Guardian or Conservator □ Other: _______ _ Signer Is Representing: ___ _ iidiitl4W&CSi■WWWli!.WuCW 0 20011 NallOnlll Nallry Allacllllon • t350 DI &alDAw .. P.O. 11m NIIZ • C/IIQWO"", C. 9131:,.2402 111!11 Na. 51107 RIOIGtr. CII Tlll•FNI 1.-Ml7&1827 -. c--··• 0 GOVERNMENT CODE 27361. 7 I 9153 I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOWS: .Name of the Notary: b/5?:YN Slfta ptftigb . CommlHlon Number: /ftoLot37oL Date Commission Expires: Nr:,v. I J~ olo /~ . CC?unty Where Bon~ It Flied:. ________________ _ Manufacturer-or Vendor Nutnber: ___ M_'M_. A ____ -/ ___________ _ (l:.ooated on both sides of the notary seal bordert Slgnatura: __ __.~-.......,.;.;--.,;;...;;;__~;;...;..,~~"-"---·---..;._-.:.:..•'_,;_--~ (If appllcableJ Pl~ce of Execution: SfrNTA: 6A'(?-M(?..A Date: MA'( { ':f., ol..0(0. R■r:i, Form IR10 IAev, 71981 . ' C 9154 CALIFORNIA ALL.PURPOSE ACKNOWLEDGMENT ~i"SXXllCl"f'!'~~ffMQS"M~~ State of caUtornla County ot >Atnb J!,e,,\o&.C!: } On A-tr i I o.ti 1 :1J>fD before me, ____ Destry_~B..=-· We=-=-L~v:.=;;er~w"'~gJ:i:"5!9'l~CtJ.b'~~----- personally appeared l ,, o,n C. 6r4tUf'<. iiimi{ij ii &iiiilii who proved to me on the basis ol satisfactory evidence to be the person<,J whose nameC,, is/aM subscribed to the within Instrument and ·acknowledged lo me that he/SWMy executed the same in his.'heflltleir authorized capacltyjles), and that by hls/hefltl 1atrtlgnature~ on the instrument the person'8J, or the entity upon behatt of which the pe180n~ acted, exec:uted the Instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. WITNESS my hand and official seal. j -.~1ea1._ Signature e~-::J?~k:-~- ----------OPTIONAL----~~~------------ Though the tntonnallon below ts not n,qu/red by /err, It may PfCN9 valuflble to per,ons relying on lh1 docutn«lt end could p,went flaudulent remowit and reattachmtnl al tlllt ~ ta anolher dacum,nt. Descrtptlon of Attached Document TIiie or Type ol Document: tJoi~U-of )las+tjd:oki-Mcvt /P-DI-I-J,hau,r. S'bOC,,l.1..ll' '""'\JA-\\\ltTt.-,c. Documenl Date: 'l/z. f /@ Number of Pages: ______ _ Signer(&) Other Than Named /ilbove: -----=============:_ ______ _ CapacUy(laa) Claimed by Slgner(a) Signer's Name: ____________ _ 0 lndlvldual □ Corporate Officer -Tltle(a): □ Partner -D Limited □ General □ Attorney In Fact □ Trustee .. -..... □ Guardian or Conservator 0 Other: _______ _ Signer la RepresenUng: ___ _ Signer's Name: ___________ _ □ Individual --·-····· •••••. □ Corporate .Q!fjr.er...,_.;fl\lf{IC ______ _ __..PJiarl~ Limited O General O Attorney In Fact □Trustee □ Guardian or Conservator □ Other: ________ _ Signer Is Representing: ___ _ Wt«~~~W:WWWWWWW\1C,iilL\k4k.,-\k.il!vfWW~--«Wi.k.~ OI007NIIOftal_,,_,1351JO.IIOI0"'9,P01orNOl•~c;.l '1SIWQ•-Nl_,_,YOIII -•511117 -..,:C11¥1'1111~7MR7 PREPARED BY: RFC~ED AT THE REQUEST OF CHICAGO TITLE Wireless Capital Partners, LLC 11900 West Olympic Boulevard, Suite 400 Los Angeles, CA 90064 'JmeML AND RETURN TO: Chicago Title Company 711 Third Ave. New York, NY 10017 Attention: Christopher Talbert APN: 212-092-36 DOC U go,o-0682806 1 lllllH 111 lllll lllll lllll llm 11111 lllll lllll lllll IHI IIH 11111111 DEC 10, 2010 8:00 AM OFFICIAL RECORDS 5 7 7 8 SAN DIEGO COUNTY RECORDER'S OFFICE DAVID L BUTLER, COUNTY RECORDER FEES: 102,00 WA~ 1 3 PAGES: 19 111111111110111111 SPACE ABOVE THIS LINE FOR RECORDER'S USE MW CELL REIT 1 LLC, as trustor To CHICAGO TITLE COMPANY, as trustee for the benefit of (Trustor) DEUTSCHE BANK TRUST COMPANY AMERICAS, A NEW YORK BANKING CORPORATION, acting in its capacity as Indenture Trustee under the Indenture referred to below, as beneficiary (Beneficiary) DEED OF TRUST AND ASSIGNMENT OF LEASES AND RENTS Dated: Location: County: WCP#: 7585799.4 CALIFORNIA Asof-'ft'fi--,2010 5858 Edison Pl., Carlsbad, CA 92008 San Diego 72390 5119 THIS DEED OF TRUST AND ASSIGN~LEASES AND RENTS (this "Security Instrument") is made as of this ..!!l__ day o ~010, by MW CELL REIT 1 LLC, a De)awarc limited liability company, having its principal place of business at 11900 W. Olympic Blvd., Ste. 400, Los Angeles, California 90064, as trustor ("Trustor") to CHICAGO TITLE COMPANY, a California corporation, having an address at 700 S. Flower, Los Angeles, CA 90017, as trustee ("Trustee") for the benefit of DEUTSCHE BANK TRUST COMPANY AMERJCAS, A NEW YORK BANKING CORPORATION, having an address at c/o Deutsche Bank National Trust Company, 100 Plaza One, Jersey City, New Jersey 07311-3901, Attention: Trust & Securities Services, acting in its capacity as indenture trustee for the benefit of the Noteholders under the Indenture referred to below (together with its successors and assigns, the "Beneficiary"). RECITALS: The Trostor, B~ ~ certain other parties are entering or have entered into an Indenture, dated as of 2010 (as amended, restated or supplemented from time to time in accordance with i tenns, the "Indenture"), pursuant to which affiliates ofTrustor will from time to time issue notes; and This Security Instrument is given pursuant to the Indenture, and payment, fulfillment, and performance by Trustor of its obligations thereunder and under the other documents and instruments executed in connection with the Indenture (the Indenture, the notes issued thereunder and the other documents executed in connections therewith, as the same may be amended, modified, restated, replaced, substituted, or otherwise supplemented from time to time, are co11ectively referred to as the "Financing Documents") are secured hereby. All capitalized tenns not defined herein shall have the respective meanings set forth in the Indenture. Article 1 -GRANTS OF SECURITY Section 1.1 PROPERTY MORTGAGED. Trustor does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer, convey and grant a security interest to Trustee and to Beneficiary and its successors and assigns all of its right, title and interest in and to that certain Purchase and Sale of Lease and Successor Lease agreement described in Exhibit A attached hereto (the "Purchase Agreements") and, in addition thereto, or deriving from or relating thereto, the following property, rights, interests and estates now owned, or hereafter acquired by Trustor (collectively, the "Property"): (a) Lease. The landlord's interest in the lease described in Exhibit B attached hereto (the "Existing Lease") affecting the real property described on Exhibit C attached hereto (the "Land") and assigned to Trustor pursuant to the Purchase Agreement, and the tenant's interest in any Successor Lease (as defined in the Purchase Agreement) entered into following the date hereof (a .. Successor Lease"; the Existing Lease and any Successor Lease hereinafter collectively referred to as a "Lease"), including all assignments, modifications, extensions and renewals of each Lease and all credits, deposits, options, privileges and rights of Trustor as landlord or tenant, as applicable, under each Lease, including, but not limited to, the right, if any, to renew or extend each Lease for a succeeding term or terms, and also including a11 the right, title, claim or demand whatsoever of Trustor either in law or in equity, in possession or 7585799.4 CALIFORNIA -2- C 0 5180 expectancy, of, in and to Trustor's right, as landlord or tenant, as applicable, under each Mortgaged Lease pursuant to Section 365 of the Bankruptcy Code, Title 11 U.S.C.A. §101 et seq. (the "Bankruptcy Code"); (b) Improvements. The buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land in which Trustor may have an interest pursuant to the Purchase Agreement (collectively, the "Improvements"); {c) Fixtures and Personal Property. All machinery, equipment, fixtures and other property of every kind and nature whatsoever in which Trustor may now or hereafter have an interest pursuant to the Purchase Agreement (colJectively, the "Personal Property"), and all proceeds and products of the above; (d) Rents. All rents, additional rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, deposits (including, without limitation, security, utility and other deposits) and other consideration of whatever fonn or nature received by or paid to or for the account of or benefit of Trustor or its agents or employees from any and all sources arising from or attributable to the Property now existing or hereafter arising ( collectively, the uRents"} and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt; (e) Insurance Proceeds. All insurance proceeds in which Trustor may have an interest pursuant to the Purchase Agreement; (f) Condemnation Awards. AJI of Trustor's interests in any awards, including interest thereon, which may heretofore and hereafter be made with respect to the Property by reason of condemnation, whether from the exercise of the right of eminent domain (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of the right), or for any other injury to or decrease in the value of the Property; (g) Rights. The right, in the name and on behalf of Trustor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of Beneficiary in the Property; (h} Conversion. All proceeds of the conversion, voluntary or involuntary, of any of the foregoing items set forth in subsections (a) through (h} including, without limitation, Insurance Proceeds and Awards, into cash or liquidation claims; and (i) Other Rights. Any and an other rights of Trustor in and to the items set forth in subsections (a) through (i) above. Section 1.l ASSIGNMENT OF RENTS. Trustor hereby absolutely and unconditionally assigns to Trustee, and to Beneficiary all of Trustor's right, title and interest in and to an current and future Leases and Rents; it being intended by Trustor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Nevertheless, subject to the terms of the Indenture, this Section 1.2 and Section 7. I of this Security Instrument, 7585799.4 CALIFORNIA -3- 5781 Beneficiary grants to Trustor a revocable license to collect, receive, use and enjoy the Rents. CONDITIONS TO GRANT TO HA VE AND TO HOLD the above granted and described Property unto and to the use and benefit of Beneficiary and Trustee, and their respective successors and assigns, forever; IN TRUST, WITH POWER OF SALE, to secure payment to Beneficiary at the time and in the manner provided for its payment in the Indenture; PROVIDED, HOWEVER, with respect to any Lease and the Land subject to such Lease, that the lien of this Security Instrument does not encumber such Land; PROVIDED FURTHER, HOWEVER, these presents are upon the express condition that, if Trustor shall well and truly pay to Beneficiary the Debt (defined below) at the time and in the manner provided in the Indenture, shall welJ and truly perfonn the Other ObHgations (defined below) as set forth in this Secmity Instrument and shall well and truly abide by and comply with each and every covenant and condition set forth in the Indenture, these presents and the estate hereby granted shall cease, tenninate and be void. Article l -DEBT AND OBLIGATIONS SECURED Section l.l Qrurr. This Security Instrument and the grants, assignments and transfers made in Article l are given for the purpose of securing each promissory note issued pursuant to the Financing Documents and all other notes given in substitution therefor or in modification, renewal, extension, increase, or consolidation thereof, in whole or in part, as set forth in the Financing Documents (the "Debt,,). Section l.2 OTHER OBLI0ATI0NS. This Security Instrument and the grants, assignments and transfers made in Article 1 are also given for the purpose of securing the perfonnance of the following (the "Other Obligations"): (a) all other obligations of Trustor contained herein; (b) each obligation of Trustor contained in the Indenture and any other Financing Document; and (c) each obligation of Trustor contained in any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part of the Indenture or any other Financing Document. Section 2.3 DEBI AND OrnER OBLIGATIONS. Trustor's obligations for the payment of the Debt and the performance of the Other Obligations shall be referred to collectively herein as the "Obligations." Section 2.4 PAYMENT OF DEBT. Trustor will pay the Debt at the time and in the manner provided in the lndenture. Section 2.5 INCORPORATION BY REFERENCE. AU of the rights, remedies, obligations, covenants, conditions, agreements, indemnities, representations and warranties contained in (a) the Indenture, and (b) all and any of the other Financing Documents, are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein. 758S799.4 CALIFORNIA -4- . -. , __ . ···--·------------ C Article 3 -PROPERTY COVENANTS Trustor covenants and agrees that: 0 5782 Secdon 3,1 LEASES. Trustor shall not enter in any leases or sublease for all or any portion of the Property unless in accordance with the provisions of the Indenture. Section 3.2 W ARRANlY OF Tm.E. Trustor has good, marketable and insurable title to the Property, free and clear of all Liens whatsoever except as may be expressly permitted under the Financing Documents (the "Permitted Encumbrances") and the Liens created by the Financing Docwnents. This Security Instrument, when properly recorded in the appropriate records will create a valid, perfected first priority lien on the Property, subject only to Permitted Encumbrances and the Liens created by the Financing Documents. Trustor shalJ forever warrant, defend and preserve the title and the validity and priority of the Lien of this Security Instrument and shaJl forever warrant and defend the same to Beneficiary and/or Trustee against the claims of all Persons whomsoever (other than holders of the Permitted Encumbrances). Article 4 -DUE ON SALE/ENCUMBRANCE Section 4.1 No SALE/ENCUMBRANCE. Trustor shall not cause or permit a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, lease, sublease, grant of any options with respect to, or any other transfer or disposition (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) of a legal or beneficial interest in the Property or any part thereof, other than in accordance with the provisions of the Indenture, without the prior written consent of Beneficiary. Article 5 RELEASE OF PROPERTY Section 5.1 RELEASE OF PROPERTY. Trustor shall not be entitled to a release of any portion of the Property from the lien of this Security Instrument except in accordance with terms and conditions of the Indenture. Article 6-DEFAULT Section 6.1 EVENT OF DEFAULT. The term "Event of Default" as used in this Security Instrument shall have the meaning assigned to such term in the Indenture. Article 7 -RIGHTS AND REMEDIES UPON DEFAULT Section 7.1 REMEDIES. Upon the occurrence and during the continuance of any Event of Default, Trustor agrees that Beneficiary may, or acting through Trustee may, take such action or actions as may be provided in the Indenture and the other Financing Documents, and, in addition thereto, shall have the right to take the following actions, each of which may be pursued concurrently or otherwise, at such time and in such order as Beneficiary may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Beneficiary or Trustee: 758S799.4 CALIFORNIA -5- ·C 5783 (a) institute proceedings, judicial or otherwise, for the complete foreclosure of this Security Instrument under any applicable provision of law, in which case the Property or any interest therein may be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner; (b) with or without entry, to the extent pennitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Security Instrument for the portion of the Debt then due and payable, subject to the continuing lien and security interest of this Security Instrument for the balance of the Debt not then due, unimpaired and without loss of priority; (c) sell for cash or upon credit the Property or any part thereof and a11 estate, claim, demand, right, title and interest of Trustor therein and rights of redemption thereof; pursuant to power of sale or otherwise, at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or pennitted by law; (d) the license granted to Truster under Section 1.2 hereof shall automatically be revoked; and (e) in the event that Trustor is the tenant under any Successor Lease, Beneficiary may enter into or upon the Property, either personally or by its agents, nominees or attorneys and dispossess Truster and its agents and servants therefrom, without liability for trespass, damages or otherwise and exclude Truster and its agents or servants wholly therefrom, and Trustor agrees to surrender possession of the Property to Beneficiary upon demand, and thereupon Beneficiary may (i) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Property and conduct the business thereat; (ii) complete any construction on the Property in such manner and fonn as Beneficiary deems advisable; (iii) make alterations, additions, renewals, replacements and improvements to or on the Property; (iv) exercise all rights and powers of Trustor with respect to the Property, whether in the name of Truster or otherwise, including, without limitation, the right to make, cancel, enforce or modify Leases; and (v) require Truster to vacate and surrender possession of the Property to Beneficiary and, in default thereof, Trustor may be evicted by summary proceedings or otherwise. In the event of a sale, by foreclosure, power of sale or otherwise, of I ess than all of Property, this Security Instrument shalt continue as a lien and security interest on the remaining portion of the Property unimpaired and without loss of priority. Article 8 FURTHER ASSURANCES Section 8.1 RECORDING OF SECURITY INSTRUMENT, ETC. Trustor forthwith upon the execution and delivery of this Security Instrument and thereafter, from time to time, will cause this Security Instrument and any of the other Financing Documents creating a lien or security interest or evidencing the lien hereof upon the Property and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fuJly to protect and perfect the lien or security interest hereof upon, and the interest of Beneficiary in, the Property. Trustor will pay all taxes, filing, registration or recording fees, and all expenses incident to the preparation, 7S8S799.4 CALIFORNIA -6- C 0 5784 execution, acknowledgment and/or recording of this Security Instrument, the other Financing Documents, and any instrument of further assurance, and any modification or amendment of the foregoing documents, and all federal, state, county and municipal taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Security Instrument, the other Financing Documents, or any instrument of further assurance, and any modification or amendment of the foregoing documents, except where prohibited by law so to do. Section 8.2 LEGAL FEES FOR ENFORCEMENT. After the occurrence and during the continuance of an Event of Default, Trustor shall pay to Beneficiary on demand any and all reasonable out~of-pocket expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting its interest in the Property or in collecting any amount payable hereunder or in enforcing its rights hereunder with respect to the Property (including commencing any foreclosure action), whether or not any legal proceeding is commenced hereunder or thereunder, together with interest thereon at the Default Rate from the date paid or incurred by Beneficiary until such expenses are paid by Trustor. The phrases "legal expenses" and "attorneys' fees" shall include any and all reasonable attorneys', paralegal and law clerk fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appelJate levels incurred or paid by Beneficiary in protecting its interest in the Property, the Leases and the Rents and enforcing its rights hereunder after the occurrence and during the continuance of an Event of Default. Article 9 -ENVIRONMENTAL IIAzARDS Section 9.1 ENVJRONMENTAL COVENANTS. Trustor has provided representations, warranties and covenants regarding environmental matters set forth in the Indenture. Article 10 -WAIVERS Section 10.1 WAIVER OF FoRECLOSURE DEFENSE. Trustor hereby waives any defense Trustor might assert or have by reason of Beneficiary's failure to make any tenant or Jessee of the Property a party defendant in any forec]osure proceeding or action instituted by Beneficiary. Article 11 -NOTICES Section 11.1 NOTJCES. All notices or other written communications hereunder shall be delivered in accordance with the notice provisions of the Indenture. Article 12 -APPLICABLE LA w Section 12.1 GOVERNING LA w. This Security Instrument shall be governed, construed, applied and enforced in accordance with the laws of the state in which the Property is located and applicable laws of the United States of America. Section 12,2 PROVISIONS SUBJECT TO APPLICABLE LAW. All rights, powers and remedies provided in this Security Instrument may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of law and are intended to be limited to the extent necessary so that they wil] not render this Security Instrument invalid, 1585199.4 -7- CALIFORNIA C 5185 W1enforceable or not entitled to be recorded, registered or filed under the provisions of any applicable law. If any tenn of this Security Instrument or any application thereof shall be invalid or unenforceable, the remainder of this Security Instrument and any other application of the tenn shall not be affected thereby. Article 13 -MISCELLANEOUS PROVISIONS Section 13.1 No ORAL CHANGE. This Security Instrument, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or tenninated orally or by any act or failure to act on the part of Trustor or Beneficiary, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or tennination is sought. Section 13.2 SUCCESSORS AND ASSIGNS. This Security Instrument shall be binding upon and inure to the benefit of Trustor and Beneficiary and their respective successors and assigns forever. Section 13.3 INAPPLICABLE PROVISIONS. If any tenn, cpvenant or condition of the Indenture, the Security Agreement or this Security Instrument is held to be invalid, illegal or unenforceable in any respect, the Indenture, the Security Agreement and this Security Instrument shall be construed without such provision. Section 13.4 HEADrNGS, ETC. The headings and captions of various Sections of this Security Instnunent are for convenience of reference only and arc not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof. Section 13.5 NUMBER AND GENDER. Whenever the context may require, any pronouns used herein shalJ include the co1Tesponding masculine, feminine or neuter fonns, and the singular fonn of nouns and pronouns shall include the plural and vice versa. Section 13.6 ENTIRE AGREEMENT. This Security Instrument and the other Financing Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written between Trustor and Beneficiary are superseded by the terms of this Security Instrument and the other Financing Documents. Section 13.7 LIMITATJON ON BENEFICIARY'S RESPONSIBILITY. No provision of this Security Instrument shall operate to place any obligation or liability for the control, care, management or repair of the Property upon Beneficiary, nor shall it operate to make Beneficiary responsible or liable for any waste committed on the Property by the tenants or any other Person, or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger. Nothing herein contained shall be construed as constituting Beneficiary a ''mortgagee in possession." Section 13.8 DEFINITIONS. Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Security Instrument may be 7585799.4 CALIFORNIA -8- C 0 5186 used interchangeably in singular or plural form. The word "Trustee" shall mean "Trustee and any substitute Trustee of the estates, properties, powers, trusts and rights conferred upon Trustee pursuant to this Security Instrument." Article 14 -CROSS-COLLA TERALIZATION Section 14.1 Trustor acknowledges that the Debt is secured by this Security Instrument together with those additional mortgages, deeds of trust or deeds to secure debt (the "Additional Security Instruments") given by Trustor to Beneficiary and other Financing Docwnents securing or evidencing the Debt, and encumbering other properties, an as more specifically set forth in the Indenture. Upon the occurrence and during the continuance of an Event of Default, Beneficiary shall have the right to institute a proceeding or proceedings for the total or partial foreclosure of this Security Instrument and any or all of the Additional Security Instruments whether by court action, power of sale or otherwise, under any applicable provision of law, for all of the Debt or the portion of the Debt alJocated to the Property in this Security Instrument, and the lien and the security interest created by the Additional Security Instruments shall continue in full force and effect without loss of priority as a lien and security interest securing the payment of that portion of the Debt then due and payable but still outstanding. Trustor acknowledges and agrees that the Property and the other properties are located in one or more States, Commonwealths and counties, and therefore Beneficiary shall be permitted upon the occurrence and during the continuance of an Event of Default to enforce payment of the Debt and the performance of any term, covenant or condition of this Security Instrument or the Additional Security Instruments and exercise any and all rights and remedies under this Security Instrument, the other Financing Documents, or the Additional Security Instruments or as provided by law or at equity, by one or more proceedings. whether contemporaneous, consecutive or both, to be detennined by Beneficiary, in its sole discretion, in any one or more of the States, Commonwealths or counties in which the Property or any of the other properties is located. Neither the acceptance of this Security Instrument, the other Financing Documents nor the enforcement thereof in any one State, Commonwealth or county, whether by court action, foreclosure, power of sale or otherwise, shall prejudice or in any way limit or preclude enforcement by court action, foreclosure, power of sale or otherwise, of this Security Instrument, the other Financing Documents, or any Additional Security Instruments through one or more additional proceedings in that State, Commonwealth or county or in any other State, Commonwealth or county. Article 15 -DEED OF TRUST PROVISIONS Section 15.1 CONCERNING THE TRUSTEE. Trustee shall be under no duty to take any action hereunder except as expressly required hereunder or by law, or to perform any act which would involve Trustee in any expense or liability or to institute or defend any suit in respect hereof, unless properly indemnified to Trustee's reasonable satisfaction. Trustee, by acceptance of this Security Instrument, covenants to perform and fulfill the trusts herein created, being liable, however, only for gross negligence or willful misconduct, and hereby waives any statutory fee and agrees to accept reasonable compensation, in lieu thereof, for any services rendered by Trustee in accordance with the tenns hereof. Trustee may resign at any time upon giving thirty (30) days' notice to Trustor and to Beneficiary. Beneficiary may remove Trustee at any time or from time to time and select a successor trustee. In the event of the death, removal, 7585799.4 -9- CALIFORNIA 5181 resignation, refusal to act, or inability to act of Trustee, or in its sole discretion for any reason whatsoever Beneficiary may, without notice and without specifying any reason therefor and without applying to any comt, select and appoint a successor trustee, by an instrument recorded wherever this Security Instrument is recorded and all powers, rights, duties and authority of Trustee, as aforesaid, shal1 thereupon become vested in such successor. Such substitute trustee shal] not be required to give bond for the faithful performance of the duties of Trustee hereunder unless required by Beneficiary. The procedure provided for in this Section 15.1 for substitution of Trostee shaJI be in addition to and not in exclusion of any other provisions for substitution, by law or otherwise. Section 15.2 TRUSTEE'S FEES. Trustor shall pay all reasonable costs, fees and expenses incurred by Trustee and Trustee's agents and counsel in connection with the performance by Trustee of Trustee's duties hereunder and all such costs, fees and expenses shall be secured by this Security Instrument. Section 15.3 CERTAIN RIGHTS. With the approval of Beneficiary and Trustor (provided that no approval shalJ be required from Trustor during the continuance of any Event of Default), Trustee shall have the right to take any and all of the following actions: (i) to select, employ, and advise with counsel (who may be, but need not be, counsel for Beneficiary) upon any matters arising hereunder, including the preparation, execution, and interpretation of this Security Instrument or the other Financing Documents, and shall be fully protected in relying as to legal matters on the advice of counsel, (ii) to execute any of the trusts and powers hereof and to perfonn any duty hereunder either directly or through his/her agents or attorneys, (iii) to select and employ, in and about the execution of his/her duties hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual, not regularly in the employ of Trustee, and Trustee shall not be answerable for any act, default, negligence, or misconduct of any such accountant, engineer or other expert, agent or attomey-in- fact, if selected with reasonable care, or for any error of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for Trustee's gross negligence or willful misconduct, and (iv) any and all other lawful action as Beneficiary may instruct Trustee to take to protect or enforce Beneficiary's rights hereunder. Trustee shaJI not be personally Hable in case of entry by Trustee, or anyone entering by virtue of the powers herein granted to Trustee, upon the Property for debts contracted for or liability or damages incurred in the management or operation of the Property. Trustee shaJI have the right to rely on any instrument, document, or signature authorizing or supporting an action taken or proposed to be taken by Trustee hereunder, beJieved by Trustee in good faith to be genuine. Trustee shall be entitled to reimbursement for reasonable expenses actually incurred by Trustee in the performance of Trustee's duties hereunder and to reasonable compensation for such of Trustee's services hereunder as shall be rendered. Section 15.4 RETENTION OF MONEY. All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys ( except to the extent required by applicable law) and Trustee shall be under no liability for interest on any moneys received by Trustee hereunder. Section 15.S PERFECTION OF APPOINTMENT. Should any deed, conveyance, or 7585799.4 • J 0- CALIFORNIA C 0 5188 instrument of any nature be required from Trustor by any Trustee or substitute trustee to more fully and certainly vest in and confinn to the Trustee or substitute trustee such estates, rights, powers, and duties, then, upon request by the Trustee or substitute trustee, any and all such deeds, conveyances and instruments shall be made, executed, acknowledged, and delivered and sha1l be caused to be recorded and/or filed by Trustor. Section 1S.6 SUCCESSION INSTRUMENTS. Any substitute trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed, or conveyance, become vested with aU the estates, properties, rights, powers, and trusts of its or his/her predecessor in the rights hereunder with like effect as if originally named as Trustee herein; but nevertheless, upon the written request of Beneficiary or of the substitute trustee, the Trustee ceasing to act shall execute and deliver any instrument transferring to such substitute trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver any of the property and moneys held by such Trustee to the substitute trustee so appointed in the Trustee"s place. Article 16 -STATE SPECIFIC PROVISIONS Section 16.1 PRINCIPLES OF CONSTRUCTION. In the event of any inconsistencies between the terms and conditions of this Article 16 and the terms and conditions of this Security Instrument, the tenns and conditions of this Article 16 shall control and be binding. Section 16.l Tlu.JSTOR. The word "grantor'' is hereby deleted wherever it appears in this Security Instrument and the word ''Trustor" is substituted therefor. Section 16.3 ASSIGNMENT OF LEASES AND RENTS. Section 1.2 of this Security Instrument entitled "Assignment of Rents" is hereby deleted in its entirety and the fo]]owing is substituted therefor: This Security Instrument constitutes a present, absolute assignment of the Leases and Rents from Trustor to Beneficiary. The Leases and Rents are hereby absolutely and irrevocably assigned by Trustor to Beneficiary. Subject to the terms of the Indenture, Ben~ficiary is hereby granted and assigned by Trustor the right to enter the Property for the purpose of enforcing its right in the Leases and Rents. Nevertheless, subject to the terms of this Section 1.2 and Section 7.l(d) of this Security Agreement and the terms of the Indenture, Beneficiary grants to Trustor a revocable license to collect Rents. Upon or at any time after the occurrence and during the continuance of an Event of Default, the license granted to Trustor herein may be revoked by Beneficiary, and Beneficiary may enter upon the Property, and collect, retain and apply the Rents toward payment of the Debt in accordance with the Indenture. The foregoing assignment shall be fully operative without any further action on the part of either party and Beneficiary shall be entitled to the Leases and Rents whether or not Beneficiary takes possession of the Property or any part thereof. Section 16.4 CoNDJTIQNS TO GRANT. The portion of the paragraph beginning "PROVIDED, HOWEVER" appearing in this Security Instrument under the provisions entitled 7S8S799.4 CALIFORNIA -11- 5789 "Conditions to Grant" is hereby deleted in its entirety and the following language is substituted therefor: PROVIDED FURTHER, HOWEVER, upon written request of Beneficiary stating that all sums secured hereby have been paid, that Trustor has well and truly abided by and complied with each and every covenant and condition set forth herein and in the Indenture, and upon the surrendering of this Security Instrument to Trustee for cancellation and retention and upon payment by Trustor of Trustee's fees, Trustee shall re-convey to Trustor, or to the person or persons legally entitled thereto, without warranty, any portion of the estate hereby granted and then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in any reconveyance may be described as "the person or persons legally entitled thereto0 • Section 16.5 DUE ON SALE/ENCUMBRANCE. Trustor expressly agrees that upon a violation of Article 4 of this Security Instrument by Trustor and acceleration of the principal balance of the Loan because of such violation, Trustor will pay all sums required to be paid in connection with a prepayment, if any, as described in the Indenture or any other Loan Document, herein imposed on prepayment after an Event of Default and acceleration of the principal balance. Trustor expressly acknowledges that Trustor has received adequate consideration for the foregoing agreement. Section 16.6 POWER OF S6LE. Upon the occurrence and during the continuance of an Event of Default, Beneficiary, its successors and assigns, may elect to cause the Property or any part thereof to be sold as follows: (a) Beneficiary may proceed as if all of the Property were real property, in accordance with subparagraph (d) below, or Beneficiary may elect to treat any of the Property which consists of a right in action or which is property that can be severed from the Land without causing structura] damage thereto as if the same were personal property, and dispose of the same in accordance with the Security Agreement, separate and apart from the sale of real property, the remainder of the Property being treated as real property. (b) Beneficiary may cause any such sale or other disposition to be conducted immediately foJlowing the expiration of any grace period, if any, herein provided (or immediately upon the expiration of any redemption period required by ]aw) or Beneficiary may delay any such sale or other disposition for such period of time as Beneficiary deems to be in its best interest. Should Beneficiary desire that more than one such sale or other disposition be conducted, Beneficiary may at its option, cause the same to be conducted simultaneously, or successive]y on the same day, or at such different days or times and in such order as Beneficiary may deem to be in its best interest. (c) Intentionally Omitted. (d) Should Beneficiary elect to sell the Property which is real property or which Beneficiary has elected to treat as real property, upon such election Beneficiary or Trustee shall give such Notice of Default and Election to Sell as may then be required by law. Thereafter, 758S799.-4 CALIFORNIA -12- C 0 5190 upon the expiration of such time and the giving of such Notice of Sale as may then be required by law, Trustee, at the time and place specified in the Notice of Sale, shalJ sell such Property, or any portion thereof specified by Beneficiary, at public auction to the highest bidder for cash in lawful money of the United States, subject, however, to the provisions of subparagraph (i) hereof. Trustee for good cause may, and upon request of Beneficiary shall, from time to time, postpone the sale by public announcement thereof at the time and place noticed therefor. If the Property consists of several lots or parcels, Beneficiary may designate the order in which such lots or parcels shall be offered for sale or sold. Any person, including Trustor, Trustee or Beneficiary, may ·purchase at the sale. Upon any sale Trustee shall execute and deliver to the purchaser or purchasers a deed or deeds conveying the property so sold, but without any covenant or warranty whatsoever, express or implied, whereupon such purchaser or purchasers shalJ be let into immediate possession. (e) In the event of a sale or other disposition of any such property, or any part thereof, and the execution of a deed or other conveyance, pursuant thereto, the recitals therein of facts, such as a default, the giving of notice of default and notice of sale, demand that such sale should be made, postponement of sale, terms of sale, sale, purchaser, payment of purchase money, and any other fact affecting the regularity or validity of such sale or disposition, sha11 be conclusive proof of the truth of such facts; and any such deed of conveyance shall be conclusive against all persons as to such facts recited therein. (f) Beneficiary and/or Trustee shall apply the proceeds of any sale or disposition hereunder to payment of the following: ( 1) the expenses of such sale or disposition together with Trustee's fees and reasonable attorneys' fees, and the actual cost of publishing, recording, mailing and posting notice; (2) the cost of any search and/or other evidence of title procured in connection therewith and transfer tax on any deed or conveyance; (3) all sums expended under the terms hereof, not then repaid, with accrued interest in the amount provided herein; (4) all other sums secured hereby; and (S) the remainder if any to the person or persons legally entitled thereto. (g) The acknowledgment of the receipt of the purchase money, contained in any deed or conveyance executed as aforesaid, shall be sufficient discharge from all obligations to see to the proper application of the consideration therefor. (h) Trustor hereby expressly waives any right which it may have to direct the order in which any of the Property shall be sold in the event of any sale or sales pursuant hereto. (i) Upon any sale of the Property, whether made under a power of sale herein granted or pursuant to judicial proceedings, if the holder of the Loan is a purchaser at such sale, it shall be entitled to use and apply all or any portion of the indebtedness then secured hereby for or in settlement or payment of an or any portion of the purchase price of the property purchased, and, in such case, this Security Instrument and documents evidencing expenditures secured hereby shall be presented to the person conducting the sale in order that the amount of said indebtedness so used or applied may be credited thereon as having been paid. (j) No remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to be exclusive of any other remedy herein or by law provided, but each shall be 7585799.4 CALIFORNIA -13- 5191 cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Every power or remedy given by this instrument to Trustee or Beneficiary, or to which either of them may be otherwise entitled, may be exercised from time to time and as often as may be deemed expedient by Trustee or Beneficiary, and either of them may pursue inconsistent remedies. If there exists additional security for the performance of the obligations secured hereby, the holder of the Loan, at its sole option and without limiting or affecting any rights or remedies hereunder, may exercise any of the rights and remedies to which it may be entitled hereunder either concutTently with whatever other rights it may have in connection with such other security or in such order as it may determine. (k) Trustor hereby requests that every notice of default and every notice of sale be given in accordance with the provisions of Article 11 hereof except as otherwise required by statute. Trustor may, from time to time, change the address to which notice of default and sale hereunder shall be sent by both filing a request therefor, in the manner provided by the California Civil Code, Section 2924b, and sending a copy of such request to Beneficiary, its successors or assigns in accordance with the provisions of Article 1 1 hereof. Section 16.7 CONCERNING THE TRUSTEE: (a) Trustee accepts the trust created by this Security Instrument when this Security Instrument, duly executed and acknowledged, is made a public record as provided by law. {b) Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party, unless brought by Trustee. 7585799.4 CALIFORNIA [NO FURTHER TEXT ON THIS PAGE] -14- C 0 ID witness whereof: The undersigned, pursuant to proper authority of its operating agreement and/or bylaws, has duly exe.cuted, acknowledged and delivered this instrument as of the day and year first above written. MW CELL REIT l LLC, a Delaware limited liability company SEAL By: : President Witness #1 as to Premises in CT, DE, FL, GA, LA, PA & SC: Name: _________________ _ Witness #2 as to Premises in CT, DE, FL, GA, LA, PA & SC: Name: ------------------ Notary Public as to Premises in GA & LA: Notary Public The following acknowledgment page, including notary execution, is hereby incorporated by reference into this page as if set forth hereon in its entirety. -15- CALIFORNIA 5792 County of Los Angeles, State of California: 5793· Multi-State LLC Cby Individual) Acknowledgment: On __ / __ /2010, before me, the undersigned officer, personally appeared Bradley D. Knyal, who acknowledged himself/ herself to me (or proved to me on the basis of satisfactory evidence) to be the President of the limited liability company (hereinafter, the "LLC"); and that as such Managing Member, being duly authorized to do so pursuant to its bylaws or operating agreement, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the LLC by himself/ herself in his / her authorized capacity as such Managing Member as his / her free and voluntary act and deed and the free and voluntary act and deed of said LLC. Witness my hand and official seal. Uniform Acknowledppent which is supplemental to the foregoing acknowledgment: On __ /_/2010, before me, the undersigned, a Notary Public in and for said State, personally appeared Bradley D. Knyal, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/ she f they executed the same in his f her f their authorized capacity(ies), and that by his/ her/ their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. • •• Witness my hand and official seal. CA Acknowlestmegt for use by CA Notaries only actipg lg CA which supenedes and tePl•ces the for~1 acknowledgments: 0~ I '::2 /2010, before me, Jennifer Matkins a Notary Public in and for the State of California, personally appeared Bradley D Knyal who proved to me on the basis of satisfactory evidence =c person(s) whose i subscribed to the within instrument and ~wledged to me be/ ey executed the er/their authorized capacity, and that by ~er/their signature(s) on e instrument, the person(s) or c entity upon behalf of which the pcrson(s) acted, executed the instrument.••• I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. • •• Witness my hand and official seal. ~Ydlh~ Public -16- CALIFORNIA C 0 5794 EXHIBITA (Desc:ription of Purchase and Sale of Lease and Successor Lease) That certain Purchase and Sale of Lease and Successor Lease dated 12/20/2006, between MICKEY E. NOVA~ TRUSTEE OF THE MICKEY NOVAK SEP ARA TE TRUST U/D/f DATED OCTOBER 17, 1992, a California trust, whose address is 5858 Edison Pl., Carlsbad, CA 92008 ("Landlord,,) and Wireless Capital Partners, LLC, whose address is 11900 W. Olympic Blvd., Ste. 400, Los Angeles, CA 90064, for the property located at 58S8 Edison Pl., Carlsbad, CA 92008, for which a memorandum dated 12/20/2006, was recorded on 02/21/2007, as Doc #2007-0117S:5S, in the County Recorder's Office of San Diego, State of California, as assigned to Trustor by mesne assignments. 7585799.4 CALIFORNIA -17- . ···-·----- C EXHIBJTB LEASE INFORMATION That certain LEASE AGREEMENT dated October 9, 1997, by and between MICKEY E. NOVAK, TRUSTEE OF THE MICKEY NOVAK SEPARATE TRUST U/Dfr DATED OCTOBER 17, 1992, whose address is 401 GleMeyre St, #E, c/o Peter McMahon, Laguna Beach, CA 92651 ("Landlord'1 and Pacific Bell Mobile Services, a California corporation ("Tenant"), whose address is 4420 Rosewood Drive, Pleasanton, CA 94S88, for ·the property located at S8S8 Edison Pl, Carlsbad, CA 92008, for which a memorandum was recorded on April 26, 1999 as lnstnnnent No. 1999-02757S6 in the San Diego County Registry. 7585799.4 CALIFORNIA -18- 5795 C 0 EXHIBITC LEGAL DESCRIPTION PARCEi.A: PARCEL 2 OF PARCEL MAP NO. 15687, IN THE OTY OF CARl.SBAD, coum OF SAN DIEGO, STATE OF CAUFORNIA, FILED IN THE OfFICE OF TiiE COUNTY RECORDER OF SM DIEGO COUNTY ON MAY JO, 1989 AS INSTRUMENT I~. 89-283195 OF OFFIOAL RECORDS. EXCEPTING THEREFRC>M 50 PERCENT OF AU. on., MINERAL, GAS AND OlHER HYDROCARBON SUBSTANCES BELOW A DEPTH OF 500 FEET UNDER THE REAL PROPERTY NDIE. DESCRIBED, WITHOUT 'THE RJOO l)F SURFACE ENTRY, AS RESER\J'EO BY CARLSBAD PROPERllES, A PARTNERSHIP, IN DEED RECORDED JUILY 5, 1978 AS INSTRUMENT NO. 78·279136 OF OFFICIAL RECORDS. RESERVING THEREFROM AN EAm4ENT FOR GENERAL ROAD, All llTlU1lES , DRAINAGE ANO lNCJDENTAL PURPOSES OVER ni4T CERTAIN "'GENERAL UT1IJTY ANO PUBUC ACCESS EASEMENT DEDICATED TO THE C:TY OF CARLSBAD HEREON'" AKA EDISON PLACE (PRIVATE STREET) AS SHOWN ON IN PARCEL MAP ~IO. 15687, IN THE CITY OF CARlSBAD, <DUNTY OF SAN DIEGO, STATE OF CALIFORNIA, FILEO IN THE OFFJ~ OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS INSTRUMENT IVO. 89-283195 OF OffJCIAL RECORDS. PARCB.8: AN EASEMENT FOR Gl:NEJW. ROAD, ALL urnrnes, DRAINAGE AND INCIDENTAL PURPOSES OVER TW\T CERTAIN "GENEIRAL" UT1U1Y AND PUBUC ACllSS EASEMENT DEDICATED TO THE CI1Y OF CARLSBAD HEREON" NrA EDISON PLACE (PRIVATE STREET) AS SHOWN ON PAACB. MAP NO. 15687, IN 1liE CITY Of CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CAUFOANIA. FILED IN THE OFflCE OF lllE COUNlY RECORDl:R OF SAN DIEGO CDUNTY ON MAY 30, 1989 AS INSTRUMENT NO. 89-283195 OF OFFICJAL RECORDS .. t\ Pro i--~,~-09J--~ 7585799.4 CALIFORNIA -19- 5796 PREPARED BY: C RECORDED AT THE REQUEST OF CHICAGO TITLE Wireless Capital Partners, LLC 11900 West Olympic Boulevard, Suite 400 Los ~geles, CA 90064 Riiel~ AND RETURN TO: ,, Chicago Title Company 711 Third Ave. New York, NY 10017 (J{}J)7 Attention: Christopher Talbert APN: 212-092-36-00 ,__, ,_) DOC # 201 0-068281 9 I IIIIIH 11111111111111111111111111111111111111111 tl[Wm lfllllll DEC 10, 2010 8:00 AM OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE DAVID L. BUTLER, COUNTY RECORDER FEES: 102.00 WAYS: 3 DA: 1 PAGES: 19 IIIMIIIHUlll~IIIII SPACE ABOVE THIS LINE FOR RECORDER'S USE MW CELL REIT 1 LLC, as trustor To CHICAGO TITLE COMPANY, as trustee for the benefit of (frustor) DEUTSCHE BANK TRUST COMPANY AMERICAS, A NEW YORK BANKING CORPORATION, acting in its capacity as Indenture Trustee under the Indenture referred to below, as beneficiary (Beneficiary) DEED OF TRUST AND ASSIGNMENT OF LEASES AND RENTS Dated: AsofJ/L!f--,2010 Location: 5858 Edison Pl., Carlsbad, CA 92008 County: San Diego WCP#: 170599 7585799.4 CALIFORNIA 0 0 6028 THIS DEED OF TRUST AND ASSIGNMWLEASES AND RENTS (this "Security lnstrume1nt'') is made as of this .!f_ day of ~(;7.01 o. by MW CELL REIT 1 LLC, a Delaware !limited liabiJity company. having fts principal place of business at 11900 W. Olympic Blvd., Ste. 400, Los Angeles, California 90064, as trustor (''Trustor0 ) to CHJCAGO TITLE COMPANY, a California corporation, having an address at 700 S. Flower, Los Angeles, CA 90017, as trustee: ("Trustee") for the benefit of DEUTSCHE BANK TRUST COMPANY AMERICAS, A NiEW YORK BANKING CORPORATION, having an address at . c/o Deutsche Bank National Trust Company, JOO Plaza One, Jersey City, New Jersey 07311-3901, Attention: Trust & Securities Services, acting in its capacity as indenture trustee for the benefit of the Noteholders under the Indenture referred to below (together with its successors and assigns, the "Beneficiary"). RECITALS: The Trustor, Beneficiary and certain other parties are entering or have entered into an Indenture, dated as of ~ , 2010 (as amended, restated or supplemented from time to time in accordance with ~ terms, the "Indenture"), pursuant to which affiliates of Trustor wiJI from time to time iss1Je notes; and This Security Instrument is given pursuant to the Indenture, and payment, fulfillment, and perfonnance by Tru:stor of its obligations thereunder and under the other documents and instruments executed in connection with the Indenture (the Indenture, the notes issued thereunder and the other documents executed in connections therewith, as the same may be amended, modified, restated, replaced, substituted, or otherwise supplemented from time to time, are collectiveJy referred to as the "Financing Documents") are secured hereby. All capitalized terms not defined herein shall have the respective meanings set forth in the Indenture. Article 1 -GRANTS OF SECURITY Section 1.1 PROPERD' MORTGAOED. Trustor does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer, convey and grant a security interest to Trustee and to Beneficiary and its suc~sors and assigns all of its right, title and interest in and to that certain Purchase and Sale of Lease and Successor Lease agreement described in Exhibit A attached hereto (the "Purchase Agreements") and, in addition thereto, or deriving from or relating thereto, the following property, rights, interests and estates now owned, or hereafter acquired by Trustor (collectively, the "Property"): (a) ~-The landlord's interest in the lease described in Exhibit B attached hereto (the "Existing Lease") affecting the real property described on Exhibit C attached hereto (the "Land") and assigned to Trustor pursuant to the Purchase Agreement, and the tenant's interest in any Successor Lease (as defined in the Purchase Agreement) entered into following the date hereof (a "Successo,r Lease"; the Existing Lease and any Successor Lease hereinafter collectively referred to as a "Lease"), including all assignments, modifications, extensions and renewals of each Lease and all credits, deposits, options, privileges and rights of Trustor as landlord or tenant, as applicable, under each Lease, including, but not limited to, the right, if any, to renew or extend each Lease for a succeeding term or tenns, and also including all the right, title, claim or demand whatsoever of Trustor either in law or in equity, in possession or 7585799.4 CALIFORNIA -2- 6029 expectancy, of, in and to Trustor's right, as landlord or tenant, as applicable, under each Mortgaged Lease pursuant to Section 365 of the Bankruptcy Code, Tide 11 U.S.C.A. §101 et seq, (the "Bankruptcy Code"); (b) Improvements. The buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land in which Truster may·have an interest pursuant to the Purchase Agreement (collectively, the "Improvements''); (c) Fixtures and Personal Property. All machinery, equipment, fixtures and other property of every kind and nature whatsoever in which Trustor may now or hereafter have an interest pursuant to the Purchase Agreement (collectively, the "Personal Property"), and all proceeds and products of the above; (d) ~-All rents, additiona1 rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, deposits (including, without limitation, security, utility and other deposits) and other consideration of whatever fonn or nature received by or paid to or for the account of or benefit of Trustor or its agents or employees from any and a11 sources arising from or attributable to the Property now existing or hereafter arising (collectively, the "Rents'') and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt; (e) Insurance Proceeds. All insurance proceeds in which Trustor may have an interest pursuant to the Purchase Agreement; (f) Condemnation Awards. All of Trustor's interests in any awards, including interest thereon, which may heretofore and hereafter be made with respect to the Property by reason of condemnation, whether from the exercise of the right of eminent domain (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of the right), or for any other injury to or decrease in the va1ue of the Property; (g) ~-The right, in the name and on behalf of Trustor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of Beneficiary in the Property; (h) Conversion. All proceeds of the conversion, voluntary or involuntary, of any of the foregoing items set forth in subsections (a) through (h) including, without limitation, Insurance Proceeds and Awards, into cash or liquidation claims; and (i) Other Rights. Any and all other rights of Trustor in and to the items set forth in subsections (a) through (i) above. Section 1.2 ASSIGNMENT OF RENTS. Trustor hereby absolutely and unconditionally assigns to Trustee, and to Beneficiary all of Trustor's right, title and interest in and to all CWTent and future Leases and Rents; it being intended by Trustor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Nevertheless, subject to the tenns of the Indenture, this Section 1.2 and Section 7 .1 of this Security Instrument, 7S85799.4 CALIFORNIA C 0 6030 Beneficiary grants to Trustor a revocab]e license to col1ect, receive, use and enjoy the Rents. CONDITIONS TO GRANT TO HAVE AND TO HOLD the above granted and described Property unto and to the use and benefit of Beneficiary and Trustee, and their respective successors and assigns, forever; IN TRUST, WITH POWER OF SALE, to secure payment to Beneficiary at the time and in the manner provided for its payment in the Indenture; PROVIDED, HOWEVER, with respect to any Lease and the Land subject to such Lease, that the lien of this Security Instrument does not encumber such Land; PROVIDED FURTHER, HOWEVER, these presents are upon the express condition that, ifTrustor shall well and truly pay to Beneficiary the Debt (defined below) at the time and in the manner provided in the Indenture, shall well and truly perform the Other Obligations (defined below) as set forth in this Security Instrument and shall well and truly abide by and comply with each and every covenant and condition set forth in the Indenture, these presents and the estate hereby granted shall cease, terminate and he void. Article 2 -DEBT AND OBLIGATIONS SECURED Section 2.1 ~. This Security Instrument and the grants, assignments and transfers made in Article I are given for the purpose of securing each promissory note issued pursuant to the Financing Docwnents and all other notes given in substitution therefor or in modification, renewal, extension, increase, or consolidation thereof, in whole or in part, as set forth in the Financing Documents (the "Debt"). Section 2.2 OTHER OBLIGATIONS. This Security Instrument and the grants, assignments and transfers made in Article 1 are also given for the purpose of securing the perfonnance of the following (the "Other Obligations"): (a) all other obligations of Trustor contained herein; (b) each obligation of Trustor contained in the Indenture and any other Financing Document; and (c) each obligation of Trustor contained in any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part of the Indenture or any other Financing Document. Section 2.3 DEBT AND OTHER OBLIGATIONS. Trustor's obligations for the payment of the Debt and the perfonnance of the Other Obligations shall be referred to collectively herein as the "Obligations." Section 2.4 PAYMENT OF DEBT. Trustor witl pay the Debt at the time and in the manner provided in the Indenture. Section 2.5 INCORPORATION BY REFERENCE. All of the rights, remedies, obligations, covenants, conditions, agreements, indemnities, representations and warranties contained in (a) the Indenture, and (b) all and any of the other Financing Documents, are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein. 7585799.4 CALIFORNIA -4- Article 3 • PROPERTY COVENANTS Trustor covenants and agrees that: 6031 Section 3.1 LEASES. Trustor shall not enter in any leases or sublease for all or any portion of the Property un1ess in accordance with the provisions of the Indenture. Section 3.2 WARRANTY OF TITLE. Trustor has good, marketable and insurable title to the Property, free and clear of all Liens whatsoever except as may be expressly pennitted under the Financing Documents (the "Permitted Encumbrances") and the Liens created by the Financing Documents. This Security Instrument, when properly recorded in the appropriate records will create a valid, perfected first priority lien on the Property, subject only to Permitted Encumbrances and the Liens created by the Financing Documents. Trustor shall forever warrant, defend and preserve the title and the validity and priority of the Lien of this Security Instrument and shall forever warrant and defend the same to Beneficiary and/or Trustee against the claims of all Persons whomsoever (other than holders of the Permitted Encumbrances). Article 4 -DUE ON SALFJENCUMBRANCE Section 4.1 No SALE/ENCUMBRANCE. Trustor shall not cause or permit a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, lease, sublease, grant of any options with respect to, or any other transfer or disposition (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) of a legal or beneficial interest in the Property or any part thereof, other than in accordance with the provisions of the Indenture, without the prior written consent of Beneficiary. Article s RELEASE OF PROPERTY Section S.1 RELEASE OF PROPERTY. Trustor shall not be entitled to a release of any portion of the Property from the lien of this Security Instrument except in accordance with terms and conditions of the Indenture. Article 6 -DEFAULT Section 6.1 EVENT OF DEFAULT. The term "Event of Default" as used in this Security Instrument shall have the meaning assigned to such tenn in the Indenture. Article 7 • RIGHTS AND REMEDIES UPON DEFAULT Section 7.1 REMEDIES. Upon the occurrence and during the continuance of any Event of Default, Trustor agrees that Beneficiary may, or acting through Trustee may, take such action or actions as may be provided in the Indenture and the other Financing Documents, and, in addition thereto, shall have the right to take the following actions, each of which may be pursued concurrently or otherwise, at such time and in such order as Beneficiary may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Beneficiary or Trustee: 7585799.4 CALIFORNJA C O 6032 (a) institute proceedings, judicial or otherwise, for the complete foreclosure of this Security Instrument under any applicable provision of law, in which case the Property or any interest therein may be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner; (b) with or without entry, to the extent permitted and pursuant to the procedures provided by applicable law,' institute proceedings for the partial foreclosure of this Security Instrument for the portion of the Debt then due and payable, subject to the continuing lien and security interest of this Security Instrument for the balance of the Debt not then due, unimpaired and without loss of priority; (c) sell for cash or upon credit the Property or any part thereof and all estate, claim, demand, right, title and interest of Trustor therein and rights of redemption thereof, pursuant to power of sale or otherwise, at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permitted by law; (d) the license granted to Trustor under Section 1.2 hereof shaJI automatically be revoked; and (e) in the event that Trustor is the tenant under any Successor Lease, Beneficiary may enter into or upon the Property, either personally or by its agents, nominees or attorneys and dispossess Trustor and its agents and servants therefrom, without liability for trespass, damages or otherwise and exclude Trustor and its agents or servants wholly therefrom1 and Trustor agrees to surrender possession of the Property to Beneficiary upon demand, and thereupon Beneficiary may (i) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with a)] and every part of the Property and conduct the business thereat; (ii) comp1ete any construction on the Property in such manner and form as Beneficiary deems advisable; (iii) make alterations, additions, renewals, replacements and improvements to or on the Property; (iv) exercise all rights and powers of Trustor with respect to the Property, whether in the name of Trustor or otherwise, including, without limitation, the right to make, cancel, enforce or modify Leases; and (v) require Trustor to vacate and surrender possession of the Property to Beneficiary and, in default thereof, Trustor may be evicted by summary proceedings or otherwise. In the event of a sale, by foreclosure, power of sale or otherwise, of less than all of Property, this Security Instrument shall continue as a lien and security interest on the remaining portion of the Property unimpaired and without loss of priority. Article 8 FURTHER ASSURANCES Section 8.1 RECORDING OF SECURITY INSTRUMENT. ETC. Trustor forthwith upon the execution and delivery of this Security Instrument and thereafter, from time to time, will cause this Security Instrument and any of the other Financing Documents creating a lien or security interest or evidencing the lien hereof upon the Property and ,each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect and perfect the lien or security interest hereof upon, and the interest of Beneficiary in, the Property. Trustor will pay all truces, filing, registration or recording fees, and all expenses incident to the preparation, 7S&S199.4 CALIFORNIA 6033 execution, acknowledgment and/or recording of this Security Instrument, the other Financing Documents, and any instrwnent of further assurance, and any modification or amendment of the foregoing documents, and al1 federal, state, county and municipal taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Security Instrument, the other Financing Documents, or any instrument of further assurance, and any modification or amendment of the foregoing documents; except where prohibited by law so to do. Section 8.2 LEGAL FEES FOR ENFORCEMENT. After the occurrence and during the continuance of an Event of Default, Trustor shall pay to Beneficiary on demand any and all reasonable out-of-pocket expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting its interest in the Property or in collecting any amount payable hereunder or in enforcing its rights hereunder with respect to the Property (including commencing any foreclosure action), whether or not any legal proceeding is commenced hereunder or thereunder, together with interest thereon at the Default Rate from the date paid or incurred by Beneficiary until such expenses are paid by Trustor. The phrases "legal expenses" and "attorneys' fees" shall include any and all reasonable attorneys', paralegal and law clerk fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, tria] and appellate levels incurred or paid by Beneficiary in protecting its interest in the Property, the Leases and the Rents and enforcing its rights herewider after the occurrence and during the continuance of an Event of Default. Article 9 -ENVIRONMENTAL IIAZARDs Section 9.1 ENVIRONMENTAL COVENANTS. Trustor has provided representations, warranties and covenants regarding environrnenta1 matters set forth in the Indenture. Article 10 -WAIVERS Section 10.1 WAIVER OF FORECLOSURE DEFENSE. Trustor hereby waives any defense Trustor might assert or have by reason of Beneficiary's failure to make any tenant or lessee of the Property a party defendant in any foreclosure proceeding or action instituted by Beneficiary. Article 11 -NOTJCES Section 11.l NOTICES. All notices or other written communications hereunder shalJ be delivered in accordance with the notice provisions of the Indenture. Article 12 -APPLICABLE LA w Section 12.1 GOVERNING LA w. This Security Instrument shall be governed, construed, applied and enforced in accordance with the laws of the state in which the Property is located and applicable laws of the United States of America. Section 12.2 PROVISIONS SUBJECT TO APPLICABLE LAW. All rights, powers and remedies provided in this Security Instrument may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of law and are intended to be limited to the extent necessary so that they will not render this Security Instrument invalid, 7585799.4 _ ?- CALIFORNIA C 0 6034 unenforceable or not entitled to be recorded, registered or filed under the provisions of any applicable law. lf any term of this Security Instrument or any application thereof shall be invalid or unenforceable, the remainder of this Security Instrument and any other application of the term shall not be affected thereby. Article 13 -MISCELLANEOUS PROVISIONS Section 13.1 No ORAL CHANGE. This Security Instrument, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Trustor or Beneficiary, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or tennination is sought. Section 13.2 SUCCESSORS AND ASSIGNS. This Security Instrument shall be binding upon and inure to the benefit of Trustor and Beneficiary and their respective successors and assigns forever. Section 13.3 INAPPLICABLE PROVISIONS. If any tenn, covenant or condition of the Indenture, the Security Agreement or this Security Instrument is held to be invalid, illegal or unenforceable in any respect, the Indenture, the Security Agreement and this Security Instrument shall be construed without such provision. Section 13.4 HEADlNGS. ETC. The headings and captions of various Sections of this Security Instrument are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof. Section 13.5 NUMBER AND GENDER. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. Section 13.6 ENTIRE AGREEMENT. This Security Instrument and the other Financing Docwnents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written between Trustor and Beneficiary are superseded by the terms of this Security Instrument and the other Financing Documents. Section 13.7 LIMITATION ON BENEFICIARY'S RESPONSIBILITY-No provision of this Security Instrument shall operate to place any obligation or liability for the control, care, management or repair of the Property upon Beneficiary, nor shaJl it operate to make Beneficiary responsible or liable for any waste committed on the Property by the tenants or any other Person, or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger. Nothing herein contained shall be construed as constituting Beneficiary a "mortgagee in possession." Section 13.8 DEFINmoNs. Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Security Instrument may be 158S199.4 CALIFORNIA -8- ....:. ....... 6035 used interchangeably in singular or plural fonn. The word "Trustee" shall mean "Trustee and any substitute Trustee of the estates, properties, powers, trusts and rights conferred upon Trustee pursuant to this Security Instrument." Article 14 -CROSS-COLLATERALIZ.ATION Section 14.1 Trustor acknowledges that the Debt is secured by this Security Instrument together with those additional mortgages, deeds of trust or deeds to secure debt (the "Additional Security Instruments") given by Trustor to Beneficiary and other Financing Documents securing or evidencing the Debt, and encumbering other properties, all as more specifically set forth in the Indenture. Upon the occurrence and during the continuance of an Event of Default, Beneficiary shall have the right to institute a proceeding or proceedings for the total or partial foreclosure of this Security Instrument and any or all of the Additional Security Instruments whether by court action, power of sale or otherwise, under any applicable provision of law, for all of the Debt or the portion of the Debt allocated to the Property in this Security Instrument, and the lien and the security interest created by the Additional Security Instruments shall continue in full force and effect without loss of priority as a lien and security interest securing the payment of that portion of the Debt then due and payable but still outstanding. Trustor acknowledges and agrees that the Property and the other properties are located in one ·or more States, Commonwealths and counties, and therefore Beneficiary shall be pennitted upon the occurrence and during the continuance of an Event of Default to enforce payment of the Debt and the performance of any tenn, covenant or condition of this Security Instrument or the Additional Security Instruments and exercise any and all rights and remedies under this Security Instrument, the other Financing Documents, or the Additional Security Instruments or as provided by law or at equity, by one or more proceedings, whether contemporaneous, consecutive or both, to be determined by Beneficiary, in its sole discretion, in any one or more of the States, Commonwealths or counties in which the Property or any of the other properties is located. Neither the acceptance of this Security Instrument, the other Financing Documents nor the enforcement thereof in any one State, Commonwealth or county, whether by court action, foreclosure, power of sale or otherwise, shall prejudice or in any way limit or preclude enforcement by court action, foreclosure, power of sale or otherwise, of this Security Instrument, the other Financing Documents, or any Additional Security Instruments through one or more additional proceedings in that State, Commonwealth or county or in any other State, Commonwealth or county. Ardcle 15 -DEED OF TRUST PROVISIONS Section 1S.l CoNCERNING THE ])uJSTEE. Trustee shall be under no duty to take any action heriunder except as expressly required hereunder or by law, or to perfonn any act which would involve Trustee in any expense or liability or to institute or defend any suit in respect hereof, unless properly indemnified to Trustee's reasonable satisfaction. Trustee, by acceptance of this Security Instrument, covenants to perform and fulfill the trusts herein created, being liable, however, only for gross negligence or wiUful misconduct, and hereby waives any statutory fee and agrees to accept reasonable compensation, in lieu thereof, for any services rendered by Trustee in accordance with the terms hereof. Trustee may resign at any time upon giving thirty (30) days' notice to Trustor and to Beneficiary. Beneficiary may remove Trustee at any time or from time to time and select a successor trustee. In the event of the death, removal, 7S85799.4 -9- CALIFORNIA 0 0 6036 resignation, refusal to act, or inability to act of Trustee, or in its sole discretion for any reason whatsoever Beneficiary may, without notice and without specifying any reason therefor and without applying to any court, select and appoint a successor trustee, by an instrument recorded wherever this Security Instrument is recorded and all powers, rights, duties and authority of Trustee, as aforesaid, shall thereupon become vested in such successor. Such substitute trustee shall not be required to give bond for _the faithful perfonnance of the duties of Trustee her~under unless required by Beneficiary. The procedure provided for in this Section 15.1 for substitution of Trustee shJII be in addition to and not in exclusion of any other provisions for substitution, by law or otherwise. Section 15.2 TRUSTEE'S FEES. Trustor shall pay all reasonable costs, fees and expenses incwred by Trustee and Trustee's agents and counsel in connection with the pelfonnance by Trustee of Trustee's duties hereunder and all such costs, fees and expenses shall be secured by this Security Instrument. Section 15.3 CERTAIN RIGHTS. With the approval of Beneficiary and Trustor (provided that no approval shall be required from Trustor during the continuance of any Event of Default), Trustee shall have the right to take any and all of the following actions: (i) to select, employ, and advise with counsel (who may be, but need not be, counsel for Beneficiary) upon any matters arising hereunder, including the preparation, execution, and interpretation of this Security Instrument or the other Financing Documents, and shall be fully protected in relying as to legal matters on the advice of counsel, (ii) to execute any of the trusts and powers hereof and to perfonn any duty hereunder either directly or through his/her agents or attorneys, (iii) to select and employ, in and about the execution of his/her duties hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual, not regularly in the employ of Trustee, and Trustee shall not be answerable for any act, default, negligence, or misconduct of any such accountant, engineer or other expert, agent or attomey-in- fact, if selected with reasonable care, or for any error of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for Trustee's gross negligence or willful misconduct, and (iv) any and all other lawful action as Beneficiary may instruct Trustee to take to protect or enforce Beneficiary's rights hereunder. Trustee shall not be personally liable in case of entry by Trustee, or anyone entering by virtue of the powers herein granted to Trustee, upon the Property for debts contracted for or liability or damages incurred in the management or operation of the Property. Trustee shall have the right to reJy on any instrument, document, or signature authorizing or supporting an action taken or proposed to be taken by Trustee hereunder, believed by Trustee in good faith to be genuine. Trustee shall be entitled to reimbursement for reasonable expenses actually incurred by Trustee in the pelfonnance of Trustee's duties hereunder and to reasonable compensation for such of Trustee's services hereunder as shall be rendered. Section 15.4 RETENTION OF MONEY. All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the pwposes for which they were received, but need not be segregated in any manner from any other moneys ( except to the extent required by applicable law) and Trustee shall be under no liability for interest on any moneys received by Trustee hereunder. Section 15.5 PERFECTJON OF APPOINTMENT. Should any deed, conveyance, or 7585799.4 -10- CALIFORNIA 6031 instrument of any nature be required from Trustor by any Trustee or substitute trustee to more fu11y and certainly vest in and confirm to the Trustee or substitute trustee such estates, rights, powers, and duties, then, upon request by the Trustee or substitute trustee, any and all such deeds, conveyances and instruments shall be made, executed, acknowledged, and delivered and shall be caused to be recorded and/or filed by Trustor. Section 15.6 SUCCESSION INSTRUMENTS. Aily substitute trustee appointed pursuant to any of the provisions hereof shal1, without any further act, deed, or conveyance, become vested with all the estates, properties, rights, powers, and trusts of its or his/her predecessor in the rights hereunder with 1ike effect as if originally named as Trustee herein; but nevertheless, upon the written request of Beneficiary or of the substitute trustee, the Trustee ceasing to act shall execute and deliver any instrument transferring to such substitute trustee, upon the trusts herein expressed, all the estates, properties, rights, powers, and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver any of the property and moneys held by such Trustee to the substitute trustee so appointed in the Trustee's place. Article 16 -STATE SPECIFIC PROVISIONS Section 16.1 PRINCIPLES OF CONSTRUCTION. In the event of any inconsistencies between the terms and conditions of this Article 16 and the terms and conditions of this Security Instrument, the terms and conditions of this Article 16 shall control and be binding. Section 16.2 TRUST0R. The word "grantor" is hereby deleted wherever it appears in this Security Instrument and the word 0 Trustor" is substituted therefor. Section 16.3 ASSIGNMENT OF LEASES AND RENTS. Section 1.2 of this Security Instrument entitled "Assignment of Rents" is hereby deleted in its entirety and the following is substituted therefor: This Security Instrument constitutes a present, absolute assignment of the Leases and Rents from Trustor to Beneficiary. The Leases and Rents are hereby absolutely and irrevocably assigned by Trustor to Beneficiary. Subject to the terms of the Indenture, Beneficiary is hereby granted and assigned by Trustor the right to enter the Property for the purpose of enforcing its right in the Leases and Rents. Nevertheless, subject to the terms of this Section 1.2 and Section 7 .1 ( d) of this Security Agreement and the terms of the Indenture, Beneficiary grants to Trustor a revocable license to collect Rents. Upon or at any time after the occurrence and during the continuance of an Event of Default, the license granted to Trustor herein may be revoked by Beneficiary, and Beneficiary may enter upon the Property, and collect, retain and apply the Rents toward payment of the Debt in accordance with the Indenture. The foregoing assignment shall be ful)y operative without any further action on the part of either party and Beneficiary shall be entitled to the Leases and Rents whether or not Beneficiary takes possession of the Property or any part thereof. Section 16.4 CONomoNS TO GRANT. The portion of the paragraph beginning "PROVIDED, HOWEVER" appearing in this Security Instrument under the provisions entitled 7S85199.◄ CALIFORNIA -11- 0 0 6038 "Conditions to Grant" is hereby deleted in its entirety and the following language is substituted therefor: PROVIDED FURTHER, HOWEVER, upon written request of Beneficiary stating that all sums secured hereby have been paid, that Trustor has well and truly abided by and complied with each and every covenant and condition set forth herein and in the Indenture, and upon the surrendering of this Security Instrument to Trustee for cance11ation and retention and upon payment by Trustor of Trustee's fees, Trustee shall re-convey to Trustor, or to the person or persons legally entitled thereto, without warranty, any portion of the estate hereby granted and then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in any reconveyance may be described as "the person or persons legally entitled thereto". Section 16.S DUE ON SALE/ENCUMBRANCE. Trustor expressly agrees that upon a violation of Article 4 of this Security Instrument by Trustor and acceleration of the principal balance of the Loan because of such violation, Trustor will pay all sums required to be paid in connection with a prepayment, if any, as described in the Indenture or any other Loan Document, herein imposed on prepayment after an Event of Default and acceleration of the principal balance. Trustor expressly acknowledges that Trustor has received adequate consideration for the foregoing agreement. Section 16.6 POWER OF SALE. Upon the occurrence and during the continuance of an Event of Default, Beneficiary, its successors and assigns, may elect to cause the Property or any part thereof to be sold as follows: (a) Beneficiary may proceed as if all of the Property were real property, in accordance with subparagraph (d) below, or Beneficiary may elect to treat any of the Property which consists of a right in action or which is property that can be severed from the Land without causing structural damage thereto as if the same were personal property, and dispose of the same in accordance with the Security Agreement, separate and apart from the sale of real property, the remainder of the Property being treated as real property. (b) Beneficiary may cause any such sale or other disposition to be conducted immediately following the expiration of any grace period, if any, herein provided ( or immediately upon the expiration of any redemption period required by law) or Beneficiary may delay any such sale or other disposition for such period of time as Beneficiary deems to be in its best interest. Should Beneficiary desire that more than one such sale or other disposition be conducted, Beneficiary may at its option, cause the same to be conducted simultaneously, or successively on the same day, or at such different days or times and in such order as Beneficiary may deem to be in its best interest. (c) Intentionally Omitted. ( d) Should Beneficiary elect to sell the Property which is real property or which Beneficiary has elected to treat as real property, upon such election Beneficiary or Trustee shalJ give such Notice of Default and Election to Sell as may then be required by law. Thereafter, 7585799.4 CALIFORNIA -12- 6039 upon the expiration of such time and the giving of such Notice of Sale as may then be required by law, Trustee, at the time and place specified in the Notice of Sale, shall sell such Property, or any portion thereof specified by Beneficiary, at public auction to the highest bidder for cash in lawful money of the United States, subject, however, to the provisions of subparagraph (i) hereof. Trustee for good cause may, and upon request of Beneficiary shall, from time to time, postpone the sale by public announcement thereof at the time and place noticed therefor. If the Property consists of several lots or parcels, Beneficiary may designate the order in which such lots or parcels shall be offered for sale or sold. Any person, including Trustor, Trustee or Beneficiary, may purchase at the sale. Upon any sale Trustee shall execute and deliver to the purchaser or purchasers a deed or deeds conveying the property so sold, but without any covenant or warranty whatsoever, express or implied, whereupon such purchaser or purchasers shall be let into immediate possession. ( e) In the event of a sa1e or other disposition of any such property, or any part thereof, and the execution of a deed or other conveyance, pursuant thereto, the recitals therein of facts, such as a default, the giving of notice of default and notice of sale, demand that such sale should be made, postponement of sale, terms of sale, sale, purchaser, payment of purchase money, and any other fact affecting the regularity or validity of such sale or disposition, shall be conclusive proof of the truth of such facts; and any such deed of conveyance shall be conclusive against all persons as to such facts recited therein. (f) Beneficiary and/or Trustee shall apply the proceeds of any sale or disposition hereunder to payment of the following: (1) the expenses of such sale or disposition together with Trustee's fees and reasonable attorneys' fees, and the actual cost of publishing, recording, mailing and posting notice; (2) the cost of any search and/or other evidence of title procured in connection therewith and transfer tax on any deed or conveyance; (3) all sums expended under the terms hereof, not then repaid, with accrued interest in the amount provided herein; (4) all other sums secured hereby; and (5) the remainder if any to the person or persons legally entitled thereto. (g) The acknowledgment of the receipt of the purchase money, contained in any deed or conveyance executed as aforesaid, shall be sufficient discharge from all obligations to see to the proper application of the consideration therefor. (h) Trustor hereby expressly waives any right which it may have to direct the order in which any of the Property shall be sold in the event of any sale or sales pursuant hereto. (i) Upon any sale of the Property, whether made under a power of sale herein granted or pursuant to judicial proceedings, if the holder of the Loan is a purchaser at such sale, it shall be entitled to use and apply all or any portion of the indebtedness then secured hereby for or in settlement or payment of all or any portion of the purchase price of the property purchased, and, in such case, this Security Instrument and documents evidencing expenditures secured hereby shall be presented to the person conducting the sale in order that the amount of said indebtedness so used or applied may be credited thereon as having been paid. G) No remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to be exclusive of any other remedy herein or by law provided, but each shall be 1585199.4 CALIFORNIA ·13- 0 0 6040 cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Every power or remedy given by this instrument to Trustee or Beneficiary, or to which either of them may be otherwise entitled, may be exercised from time to time and as often as may be deemed expedient by Trustee or Beneficiary, and either of them may pursue inconsistent remedies. If there exists additional security for the performance of the obligations secured hereby, the holder of the Loan, at its sole option and without limiting or affecting any rights or remedies hereunder, may exercise any of the rights and remedies to which it may be entitled hereunder either concurrently with whatever other rights it may have in connection with such other security or in such order as it may determine. (k) Trustor hereby requests that every notice of default and every notice of sale be given in accordance with the provisions of Article 11 hereof except as otherwise required by statute. Trustor may, from time to time, change the address to which notice of default and sale hereunder shall be sent by both filing a request therefor, in the manner provided by the California Civil Code, Section 2924b, and sending a copy of such request to Beneficiary, its successors or assigns in accordance with the provisions of Article 11 hereof. Section 16.7 CONCERNING THE TRUSTEE: (a) Trustee accepts the trust created by this Security Instrument when this Security Instrument, duly executed and acknowledged, is made a public record as provided by law. (b) Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party, unless brought by Trustee. 7585799.4 CALIFORNIA [NO FURTHER TEXT ON THIS PAGE] -14- In witness whereof: The undersigned, pW'Suant to proper authority of its operating agreement and/or bylaws, bas duly executed, acknowledged and delivered this instrument as of the day and year first above written. MW CELL REIT 1 LLC, a Delaware limited liability company SEAL By:~~ itle: President Witness #1 as to Premises in CT, DE, FL, GA, LA, PA & SC: Name: ------------------ Witness #2 as to Premises ill CT, DE, FL, GA, LA, PA & SC: Name: ------------------ Notary Public as to Premises in GA & LA: Notary Public The following acknowledgment page, including notary execution, is hereby incorporated by reference into this page as if set forth hereon in its entirety. -15- CALIFORNIA 6041 0 0 6042 County of Los Angeles, State of California: Multi-State LLC (by Individual) Acknowledgment: On __ / __ /20 I 0, before me, the Wldersigned officer, personally appeared Bradley D. Knyal, who acknowledged himself/ herself to me (or proved to me on the basis of satisfactory evidence) to be the President of the limited liability company (hereinafter, the "LLC"); and that as such Managing Member, being duly authorized to do so pursuant to its bylaws or operating agreement, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the LLC by himself/ herself in his/ her authorized capacity as such Managing Member as his / her free and voluntary act and deed and the free and volwitary act and deed of said LLC. Witness my hand and official seal. Uniform Acknowledgment which is ,ypplemeptal to the foregoJpg pck.gowledgment; On __ / __ /2010, before me, the undersigned, a Notary Public in and for said State, personally appeared Bradley D. Knyal, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose narne(s) is (are) subscribed to the within instrument and acknowledged to me that he/ she/ they executed the same in his I her I their authorized capacity(ies), and that by his/ her/ their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. ••• Witness my hand and official seal. CA Acknowledgment for use by CA Notaries only acting in CA which supersedes and replaces the foregoing ~wledgments: 0n0 8 i /2010, before me, ~•ifer Matkins , a Notary Public in and for the State of California, personally appeared Brae~. Knyal who proved to me on the basis of satisfactory e.vidence to r-,lhe person(s) whose nam. • · . subscribed to the within instrwnent and ~owledged to me th~she!they executed the same hi er/their authorized capacity, and that by ~er/lbeir signature(s) on the instrument, the person(s) ort e entity upon behalf of which the person(s) acted, executed the instrument. ... I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. • •• Witness my hand and official seal. JEN 'IFER-tlinaNSl -16-· CALIFORNIA - 6043 EXHIBIT A (Description of PW'Chase and Sale of Lease and Successor Lease) That certain Purchase and Sale of Lease and Successor Lease dated 12/20/2006, between MICKEY E. NOV AK, TRUSTEE OF THE MICKEY NOVAK SEP ARA TE TRUST U/D/T DATED OCTOBER 17, 1992, whose address is 58S8 Edison Pl., Carlsbad, CA 92008 ("Landlord'') and Wireless Capital Partners, LLC, whose address is 11900 W. Olympic Blvd., Ste. 400, Los Angeles, CA 90064, for the property located at 5858 Edison Pl., Carlsbad, CA 92008, for which a memorandum dated 12/20/2006, was recorded on 02/21/2007, as Doc #2007-0117S57 in the County Recorder's Office of San Diego, State of California, as assigned to Trustor by mesne assignments. 7585799.4 CALIFORNIA -17- . ' . C EXHIBIT B LEASE INFORMATION 0 Thal certain LEASE AGREEMENT dated September I. 1999, by and between MICKEY E. NOV AK, TRUSTEE OF 1llE MICKEY NOV AK SEPARATE TRUST U/Dff DATED OCTOBER 17, 1992, whose address is 401 Glenneyrc St, #E, c/o Peter McMahon, Laguna Beach, CA 926S I ("Landlord") and Airtouch Cellular, a California corporation ("Tenant'1, whose address is 53SS Mira Sorrento Place, San Diego, CA 92121, for the property located at 58S8 Edison Pl, Carlsbad, CA 92008, for which a memorandum was recorded on September 2, 1999 as Instrument No. 1999-060699 in the San Diego County Registry. 7585799.4 CALIFORNIA -18- 6044 . ' . PARCB.A.: EXHIBITC LEGAL DESCRIPTION _,,, PARCEL 2 OF PARCEl MAP NO. 15687, IN 1HE 01Y OF CARLSBAD, COUNTY OF SAN DIEGO, STAlE OF CAl.IfORNlA. ALEO IN 1HE OffiCE OF lHE COUN'TY RECORDER OF SAN DIEGO COUN'TY ON MAY 30, 1989 AS INSTR.UMENT NO. 89-28319S OF OffIClAL RECORDS. EXCEPTING THEREFROM 50 PERCENT OF AU. OIL, MINERAL, GM AND OTHER HYDROCARBON SUB.STANCES BELOW A DEJ11li OF 500 FEET UNDER lliE REAL PROPERlY APJJVf. DESOUBB>, Wl1liOUT 11-fE RIGHT OF SURFACE ENTltY, AS RESERVED BY CAR1.SBAO PROPERTIES, A PARTNERSHIP, IN OEfD RECORDED JULY 5, 1978 AS INSTRUMENT NO. 78-279136 OF OFFIOAL RECORDS. RESERVING lliEREFROM AN EASEMENT FOR GENERAL ROAD, AU. UTIUTlES , DRAINAGE ANO INCIDENTAL PURPOSES OVER THAT CERTAIN "'GENERAL UTILITY AND PUBUC NXJ3S EASEMENT DEDICATED TO THE C1Y OF CARLSlW) HEREON"' AKA ED]S)N PlACE (PRlVATE STREET) AS SHOWN ON IN PARCEL MAP NO. 15687, IN THE 01Y OF CARLSBAD, CX>UNTY OF SAN DIEGO, STA.le OF ~NIA, Al.ED IN lME OFFICE OF lHE COUNTY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS INS'fflUMENT NO. 89-283195 OF OfFJCIAL RECORDS. PARCB.B: AN EASG1ENT FOR GENERAL ROAD, ALL UTlUTIES, DRAINAGE AND INCIDENTAL PURPOSES OVER THAT CERTAIN "GENERAL• UTIU1Y AND PUBUC ACCESS EASEMENT DEDICATED TO THE CnY OF CARLSBAD HEREON• N<A B>ISON PLACE (PRIVATE STREET) M, SHOWN ON. PARCEL MAP NO. 15687, IN 11iE CI1Y OF CARLS8AD, COUNTY OF SAN DIEGO, STAlE OF CALlFORNIA, ALEO IN lHE OFACE OF lliE COUNTY RECORDm OF SAN DIEGO COUNTY ON MAY 30, 1989 AS INSTRUMENT NO. 89-28319S OF OffIClAL RECORDS. 7585799.4 CALIFORNIA -19- 6045 0 RECORDED AT THE REQUEST OF CHICAGO TITLE PREPARED BY: ,1 J Wireless Capital Partners, LLC 11/r· 11900 West Olympic Boulevard, Suite 400 Los Angeles, CA 90064 ~ ~~ AND RETURN TO: Chicago Title Company 711 Third Ave. New York, NY 10017 Attention: Christopher Talbert APN: 212-092-36-00 0 DOC ii 201 0-0682855 I 111111~ Ill HII 11111 HII 111111111111111111111111111111111111111111 DEC 10, 2010 8:00 AM OFFICIAL RECORDS 6517 SAN DIEGO COUNTY RECORDER'S OFFICE DAVID L BUTLER. COUNTY RECORDER FEES: 102.00 WAYS: 3 DA: 1 PAGES~ 19 1n1 um11m111111m~ 1111111mum 0111111111~ 11m 1~1111 SPACE ABOVE THIS LINE FOR RECORDER'S USE MW CELL REIT 1 LLC, as trustor To CHICAGO TITLE COMPANY, as trustee for the benefit of (Trustor) DEUTSCHE BANK TRUST COMPANY AMERICAS, A NEW YORK BANKING CORPORATION, acting in its capacity as Indenture Trustee under the Indenture referred to below, as beneficiary (Beneficiary) DEED OF TRUST AND ASSIGNMENT OF LEASES AND RENTS Dated: Location: County: WCP#: 7585799.4 CALIFORNIA As of _f/EJ_, 2010 5858 &6son Pl., Carlsbad, CA 92008 San Diego 67426 THIS DEED OF TRUST AND ASSJGNM ;r O LEASES AND RENTS (this "Security Instrument'') is made as of this !!f_ day of. 2010, by MW CELL REIT 1 LLC, a Delaware limited liability company, havin its principal place of business at 11900 W. Olympic Blvd., Ste. 400, Los Angeles, California 90064, as trustor ("Trustor") to CHICAGO TITLE COMPANY, a California corporation, having an address at 700 S. Flower, Los Angeles, CA 90017, as trustee ("Trustee") for the benefit of DEUTSCHE BANK TRUST COMPANY AMERICAS, A NEW YORK BANKING CORPORATION, having an address at c/o Deutsche Bank National Trust Company, 100 Plaza One, Jersey City, New Jersey 07311-3901, Attention: Trust & Securities Services, acting in its capacity as indenture trustee for the benefit of the Noteholders under the Indentw-e referred to below (together with its successors and assigns, the "Beneficiary"). RECITALS: The Trustor, Beneficiary and certain other parties are entering or have entered into an Indentw-e, dated as of -ff;. , 2010 (as amended, restated or supplemented from time to time in accordance with st s, the "Indenture"), pursuant to which affiliates of Trustor will from time to time issue notes; and This Security Instrument is given pursuant to the Indenture, and payment, fulfillment, and performance by Trustor of its obligations thereunder and under the other documents and instruments executed in connection with the Indenture (the Indenture, the notes issued thereunder and the other documents executed in connections therewith, as the same may be amended, modified, restated, replaced, substituted, or otherwise supplemented from time to time, are collectively referred to as the "Financing Documents") are secured hereby. All capitalized tenns not defined herein shall have the respective meanings set forth in the Indenture. Article 1 -GRANTS OF SECURITY Section 1.1 PROPERTY MORTGAGED. Trustor does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer, convey and grant a security interest to Trustee and to Beneficiary and its successors and assigns all of its right, title and interest in and to that certain Purchase and Sale of Lease and Successor Lease agreement described in Exhibit A attached hereto (the "Purchase Agreements") and, in addition thereto, or deriving from or relating thereto, the following property, rights, interests and estates now owned, or hereafter acquired by Trustor (collectively, the "Property"): (a) Lease. The landlord's interest in the lease described in Exhibit B attached hereto (the "Existing Lease") affecting the real property described on Exhibit C attached hereto (the "Land'') and assigned to Trustor pursuant to the Purchase Agreement, and the tenant's interest in any Successor Lease (as defined in the Purchase Agreement) entered into following the date hereof (a "Successor Lease"; the Existing Lease and any Successor Lease hereinafter collectively referred to as a "Lease"), including all assignments, modifications, extensions and renewals of each Lease and all credits, deposits, options, privileges and rights of Trustor as landlord or tenant, as applicable, under each Lease, including, but not limited to, the right, if any, to renew or extend each Lease for a succeeding term or terms, and also including all the right, title, claim or demand whatsoever of Trustor either in law or in equity, in possession or 7585799.4 CALIFORNIA -2- 6518 ..,..__,,.. _____________ _ 0 0 expectancy, of, in and to Trustor's right, as landlord or tenant, as applicable, under each Mortgaged Lease pursuant to Section 365 of the Bankruptcy Code, Title 11 U.S.C.A. §101 et seq. (the "Bankruptcy Code"); (b) Improvements. The buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land in which Trustor may have an interest pursuant to the Purchase Agreement ( collectively, the "Improvements"); (c) Fixtures and Personal Pro_perty. All machinery, equipment, fixtures and other property of every kind and nature whatsoever in which Trustor may now or hereafter have an interest pursuant to the Purchase Agreement (collectively, the "Personal Property"), and all proceeds wid products of the above; (d) Rents. All rents, additional rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents, deposits (including, without limitation, security, utility and other deposits) and other consideration of whatever fonn or nature received by or paid to or for the account of or benefit of Trustor or its agents or employees from any and all sources arising from or attributable to the Property now existing or hereafter arising (collectively, the "Rents") and all proceeds from the sale or other disposition of the Leases and the right to receive and apply the Rents to the payment of the Debt; (e) Insurance Proceeds. All insurance proceeds in which Trustor may have an interest pursuant to the Purchase Agreement; (f) Condemnation Awards. All of Trustor's interests in any awards, including interest thereon, which may heretofore and hereafter be made with respect to the Property by reason of condemnation, whether from the exercise of the right of eminent domain (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of the right), or for any other injury to or decrease in the value of the Property; (g) Rights. The right, in the name and on behalf of Trustor, to appear in and defend any action or proceeding brought with respect to the Property and to commence any action or proceeding to protect the interest of Beneficiary in the Property; (h) Conversion. All proceeds of the conversion, voluntary or involuntary, of any of the foregoing items set forth in subsections (a) through (h) including, without limitation, Insurance Proceeds and Awards, into cash or liquidation claims; and (i) Other Rights. Any and all other rights of Trustor in and to the items set forth in subsections (a) through (i) above. Section 1.2 ASSIGNMENT OF RENTS. Trustor hereby absolutely and unconditionally assigns to Trustee, and to Beneficiary all of Trustor's right, title and interest in and to all current and future Leases and Rents; it being intended by Trustor that this assignment constitutes a present, absolute assignment and not an assignment for additional security only. Nevertheless, subject to the terms of the Indenture, this Section 1.2 and Section 7 .1 of this Security Instrument, 7S8S799.4 CALIFORN1A -3- 6519 Beneficiary grants to Trustor a revocable license to collect, receive, use and enjoy the Rents. CONDITIONS TO GRANT TO HAVE AND TO HOLD the above granted and described Property unto and to the use and benefit of Beneficiary and Trustee, and their respective successors and assigns, forever; IN TRUST, WITH POWER OF SALE, to secure payment to Beneficiary at the time and in the manner provided for its payment in the Indenture; PROVIDED, HOWEVER, with respect to any Lease and the Land subject to such Lease, that the lien of this Security Instrument does not encumber such Land; PROVIDED FURTHER, HOWEVER, these presents are upon the express condition that, ifTrustor shall well and truly pay to Beneficiary the Debt (defined below) at the time and in the manner provided in the Indenture, shall well and truly perfonn the Other Obligations (defined below) as set forth in this Security Instrument and shall well and truly abide by and comply with each and every covenant and condition set forth in the Indenture, these presents and the estate hereby granted shall cease, tenninate and be void. Article 2 -DEBT AND OBLIGATIONS SECURED Section 2.1 DEBT. This Security Instrument and the grants, assignments and transfers made in Arti~le 1 are given for the pwpose of securing each promissory note issued pursuant to the Financing Documents and all other notes given in substitution therefor or in modification, renewal, extension, increase, or consolidation thereof, in whole or in part, as set forth in the Financing Documents (the "Debt"). Section 2.2 OTHER OBLIGATIONS. This Security Instrument and the grants, assignments and transfers made in Article 1 are also given for the purpose of securing the perfonnance of the following (the "Other Obligations"): (a) all other obligations of Truster contained herein; (b) each obligation of Trust or contained in the Indenture and any other Financing Document; and (c) each obligation of Trustor contained in any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part of the Indenture or any other Financing Document. Section 2.3 DEBT AND OTHER OBLIGATIONS. Trustor's obligations for the payment of the Debt and the perfonnance of the Other Obligations shall be referred to collectively herein as the "ObUgations." Section 2.4 PAYMENT OF DEBT. Trustor will pay the Debt at the time and in the manner provided in the Indenture. Section 2.5 INCORPORATION BY REFERENCE. All of the rights, remedies, obligations, covenants, conditions, agreements, indemnities, representations and warranties contained in (a) the Indenture, and (b) all and any of the other Financing Documents, are hereby made a part of this Security Instrument to the same extent and with the same force as if fully set forth herein. 7S8S799.4 CALIFORNIA -4- 6520 0 0 Article 3 -PROPERTY COVENANTS Trustor covenants and agrees that: Section 3.l LEASES. Trustor shall not enter in any leases or sublease for all or any portion of the Property unless in accordance with the provisions of the Indenture. Section 3.2 WARRANTY OF Tm.E. Trustor has good, marketable and insurable title to the Property, free and clear of al) Liens whatsoever except as may be expressly pennitted under the Financing Documents (the "Permitted Encumbrances") and the Liens created by the Financing Documents. This Security Instrument, when properly recorded in the appropriate records will create a valid, perfected first priority lien on the Property, subject only to Pennitted Encumbrances and the Liens created by the Financing Documents. Trustor shall forever warrant, defend and preserve the title and the validity and priority of the Lien of this Security Instrument and shall forever warrant and defend the same to Beneficiary and/or Trustee against the claims of al] Persons whomsoever (other than holders of the Pennitted Encumbrances). Article 4 -DUE ON SALE/ENCUMBRANCE Secdon 4.1 No SALE/ENCUMBRANCE. Trustor shall not cause or pennit a sale, conveyance, mortgage, grant, bargain, encwnbrance, pledge, assignment, lease, sublease, grant of any options with respect to, or any other transfer or disposition (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) of a legal or beneficial interest in the Property or any part thereof, other than in accordance with the provisions of the Indenture, without the prior written consent of Beneficiary. Article 5 RELEASE OF PROPERTY Section 5.1 RELEASE OF PROPERJY, Trustor shall not be entitled to a release of any portion of the Property from the Jien of this Security Instrument except in accordance with tenns and conditions of the Indenture. Article 6 -DEFAULT Section 6.1 EVENT OF DEFAULT. The tenn "Event of Default" as used in this Security Instrument shall have the meaning assigned to such tenn in the Indenture. Article 7 -RIGHTS AND REMEDIES UPON DEFAULT Section 7.1 REMEDIES. Upon the occurrence and during the continuance of any Event of Default, Trustor agrees that Beneficiary may, or acting through Trustee may, take such action or actions as may be provided in the Indenture and the other Financing Documents, and, in addition thereto, shall have the right to take the following actions, each of which may be pursued concurrently or otherwise, at such time and in such order as Beneficiary may detennine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Beneficiary or Trustee: 7585799.4 CALIFORNIA -5- 6521 (a) institute proceedings, judicial or otherwise, for the complete foreclosure of this Secmity Instrument under any applicable provision of law, in which case the Property or any interest therein may be sold for cash or upon credit in one or more parcels or in several interests or portions and in any order or manner; (b) with or without entry, to the extent permitted and pursuant to the procedures provided by applicable law, institute proceedings for the partial foreclosure of this Security Instrument for the portion of the Debt then due and payable, subject to the continuing lien and security interest of this Security Instrument for the balance of the Debt not then due, unimpaired and without loss of priority; (c) sell for cash or upon credit the Property or any part thereof and all estate, claim, demand, right, title and interest of Trustor therein and rights of redemption thereof, pursuant to power of sale or otherwise, at one or more sales, as an entirety or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permitted by law; (d) the license granted to Trustor under Section 1.2 hereof shall automatically be revoked; and (e) in the event that Trustor is the tenant under any Successor Lease, Beneficiary may enter into or upon the Property, either personally or by its agents, nominees or attorneys and dispossess Trustor and its agents and servants therefrom, without liability for trespass, damages or otherwise and exclude Trustor and its agents or servants wholly therefrom, and Trustor agrees to surrender possession of the Property to Beneficiary upon demand, and thereupon Beneficiary may {i) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Property and conduct the business thereat; (ii) complete any construction on the Property in such manner and form as Beneficiary deems advisable; (iii) make alterations, additions, renewals, replacements and improvements to or on the Property; (iv) exercise all rights and powers of Trustor with respect to the Property, whether in the name of Trustor or otherwise, including, without limitation, the right to make, cancel, enforce or modify Leases; and (v) require Trustor to vacate and surrender possession of the Property to Beneficiary and, in default thereof, Trustor may be evicted by summary proceedings or otherwise. In the event of a sale, by foreclosure, power of sale or otherwise, of less than all of Property, this Security Instrument shall continue as .a lien and security interest on the remaining portion of the Property unimpaired and without loss of priority. Article 8 FURTHER ASSURANCES Section 8.1 RECORDING OF SECURITY INSTRUMENT, ETC. Trustor forthwith upon the execution and delivery of this Security Instrument and thereafter, from time to time, will cause this Security Instrument and any of the other Financing Documents creating a lien or security interest or evidencing the lien hereof upon the Property and each instrument of further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect and perfect the lien or security interest hereof upon, and the interest of Beneficiary in, the Property. Trustor will pay alt taxes, filing, registration or recording fees, and all expenses incident to the preparation, 7585799.4 CALIFORNIA 6522 C 0 6523 execution, acknowledgment and/or recording of this Security Instrument, the other Financing Documents, and any instrument of further assurance, and any modification or amendment of the foregoing documents, and all federal, state, county and municipal taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Security Instrument, the other Financing Documents, or any instrument of further assurance, and any modification or amendment of the foregoing documents, except where prohibited by law so to do. Section 8.2 LEGAL FEES FOR ENFORCEMENT. After the occurrence and during the continuance of an Event of Default, Trustor shall pay to Beneficiary on demand any and all reasonable out-of-pocket expenses, including legal expenses and attorneys' fees, incurred or paid by Beneficiary in protecting its interest in the Property or in collecting any amount payable hereunder or in enforcing its rights hereunder with respect to the Property (including commencing any foreclosure action), whether or not any legaJ proceeding is commenced hereunder or thereunder, together with interest thereon at the Default Rate from the date paid or incurred by Beneficiary until such expenses are paid by Trustor. The phrases "legal expenses" and "attorneys' fees" shall include any and all reasonable attorneys', paralegal and law clerk fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appellate levels incurred or paid by Beneficiary in protecting its interest in the Property, the Leases and the Rents and enforcing its rights hereunder after the occurrence and during the continuance of an Event of Default Article 9 -ENVIRONMENTAL HAZARDS Section 9.l ENVIRONMENTAL COVENANTS. Trustor has provided representations, warranties and covenants regarding environmental matters set forth in the Indenture. Article 10 -WAIVERS Section 10.l WAIVER OF FORECLOSURE DEFENSE. Trustor hereby waives any defense Trustor might assert or have by reason of Beneficiary's failure to make any tenant or lessee of the Property a party defendant in any foreclosure proceeding or action instituted by Beneficiary. Article 11 -NOTICF.S Section 11.1 NOTICES. All notices or other written communications hereunder shall be delivered in accordance with the notice provisions of the Indenture. Article 12 -APPLICABLE LAW Section 12.1 GOVERNING LA w. This Security Instrument shall be governed, construed, applied and enforced in accordance with the laws of the state in which the Property is located and applicable laws of the United States of America. Section 12.2 PROVISIONS SUBJECT TO APPLICABLE LAW. All rights, powers and remedies provided in this Security Instrument may be exercised only to the extent that the exercise thereof does not violate any applicable provisions of law and are intended to be limited to the extent necessary so that they will not render this Security Instrument invalid, 7585799.4 -7- CALIFO~A C ,........ ..._,I 6524 unenforceable or not entitled to be recorded, registered or filed W1der the provisions of any applicable law. If any term of this Security Instrument or any application thereof shall be invalid or unenforceable, the remainder of this Security Instrument and any other application of the term shall not be affected thereby. Article 13 -MISCELLANEOUS PROVISIONS Section 13.1 No ORAL CHANGE. This Security Instrument, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Trustor or Beneficiary, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought. Section 13.l SUCCfSSORS AND ASSIGNS. This Security Instrument shall be binding upon and inure to the benefit of Trustor and Beneficiary and their respective successors and assigns forever. Section 13.3 INAPPLICABLE PROVISIONS. If any term, covenant or condition of the Indenture, the Security Agreement or this Security Instrument is held to be invalid, illegal or unenforceable in any respect, the Indenture, the Security Agreement and this Security Instrument shall be construed without such provision. Section 13.4 HEADINGS, ETC. The headings and captions of various Sections of this Security Instrument are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof. Section 13.S NUMBER AND GENDER. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronoWls shall include the plural and vice versa. Section 13.6 ENTIRE AGREEMENJ. This Security Instrument and the other Financing Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written between Trustor and Beneficiary are superseded by the terms of this Security Instrument and the other Financing Documents. Section 13.7 LIMITATION ON BENEFICIARY'S R.ESPQNSIBILJTY. No provision of this Security Instrument shall operate to place any obligation or liability for the control, care, management or repair of the Property upon Beneficiary, nor shall it operate to make Beneficiary responsible or liable for any waste committed on the Property by the tenants or any other Person, or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger. Nothing herein contained shall be construed as constituting Beneficiary a "mortgagee in possession." Section 13.8 DEFINITIONS. Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Security Instrument may be 7585799.4 CALIFORNIA -8- C 0 6525 used interchangeably in singular or plural fonn. The word "Trustee" shall mean "Trustee and any substitute Trustee of the estates, properties, powers, trusts and rights conferred upon Trustee pursuant to this Security Instrument." Article 14 · CROSS-COLLATERALJZA TION Section 14.1 Trustor acknowledges that the Debt is secured by this Security Instrument together with those additional mortgages, deeds of trust or deeds to secure debt (the "Additional Security Instruments") given by Trustor to Beneficiary and other Financing Documents securing or evidencing the Debt, and encumbering other properties, al] as more specifically set forth in the Indenture. Upon the occurrence and during the continuance of an Event of Default, Beneficiary shall have the right to institute a proceeding or proceedings for the total or partial foreclosure of this Security Instrument and any or all of the Additional Security Instruments whether by court action, power of sale or otherwise, under any applicable provision of law, for all of the Debt or the portion of the Debt allocated to the Property in this Security Instrument, and the lien and the security interest created by the Additional Security Instruments shall continue in full force and effect without loss of priority as a lien and security interest securing the payment of that portion of the Debt then due and payable but sti11 outstanding. Trustor acknowledges and agrees that the Property and the other properties are located in one or more States, Commonwealths and counties, and therefore Beneficiary shall be pennitted upon the occurrence and during the continuance of an Event of Default to enforce payment of the Debt and the performance of any tenn, covenant or condition of this Security Instrument or the Additional Security Instruments and exercise any and all rights and remedies under this Security Instrument, the other Financing Documents, or the Additional Security Instruments or as provided by law or at equity, by one or more proceedings, whether contemporaneous, consecutive or both, to be detennined by Beneficiary, in its sole discretion, in any one or more of the States, Commonwealths or counties in which the Property or any of the other properties is located. Neither the acceptance of this Security Instrument, the other Financing Documents nor the enforcement thereof in any one State, CommonweaJth or county, whether by court action, foreclosure, power of sale or otherwise, shall prejudice or in any way limit or preclude enforcement by court action, foreclosure, power of sale or otherwise, of this Security Instrument, the other Financing Documents, or any Additional Security Instruments through one or more additional proceedings in that State, CommonweaJth or county or in any other State, Commonwealth or county. Article 15 -DEED OF TRUST PROVISIONS Section 15.1 CONCERNJNQ DIE TRUSTEE. Trustee shall be under no duty to take any action hereunder except as expressly required hereunder or by law, or to perfonn any act which would involve Trustee in any expense or liability or to institute or defend any suit in respect hereof, unless properly indemnified to Trustee's reasonable satisfaction. Trustee, by acceptance of this Security Instrument, covenants to perform and fulfill the trusts herein created, being liable, however, only for gross negligence or willful misconduct, and hereby waives any statutory fee and agrees to accept reasonable compensation, in -lieu thereof, for any services rendered by Trustee in accordance with the tenns hereof. Trustee may resign at any time upon giving thirty (30) days' notice to Trustor and to Beneficiary. Beneficiary may remove Trustee at any time or from time to time and select a successor trustee. In the event of the death, removal, 7585799.4 -9- CALIFORNIA C 6526 resignation, refusaJ to act, or inability to act of Trustee, or in its sole discretion for any reason whatsoever Beneficiary may, without notice and without specifying any reason therefor and without applying to any court, select and appoint a successor trustee, by an instrument recorded wherever this Security Instrument is recorded and all powers, rights, duties and authority of Trustee, as aforesaid, shall thereupon become vested in such successor. Such substitute trustee shall not be required to give bond for the faithful performance of the duties of Trustee hereunder unless required by Beneficiary. The procedure provided for in this Section 15.1 for substitution of Trustee shall be in addition to and not in exclusion of any other provisions for substitution, by law or otherwise. Section 15.2 TRUSTEE'S FEES. Trustor shall pay all reasonable costs, fees and expenses incuJTed by Trustee and Trustee's agents and counsel in coMection with the performance by Trustee of Trustee's duties hereunder and all such costs, fees and expenses shall be secured by this Security Instrument. Section 15,3 CERTAIN RIGHTS. With the approval of Beneficiary and Trustor (provided that no approval shall be required from Trustor during the continuance of any Event of Default), Trustee shall have the right to take any and all of the following actions: (i) to select, employ, and advise with counsel (who may be, but need not be, counsel for Beneficiary) upon any matters arising hereunder, including the preparation, execution, and interpretation of this Security Instrument or the other Financing Documents, and shall be fully protected in relying as to legal matters on the advice of counsel, (ii) to execute any of the trusts and powers hereof and to perfonn any duty hereunder either directly or through his/her agents or attorneys, (iii) to select and employ, in and about the execution of his/her duties hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual, not regularly in the employ of Trustee, and Trustee shall not be answerable for any act, default, negligence, or misconduct of any such accountant, engineer or other expert, agent or attomey-in- fact, if selected with reasonable care, or for any error of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for Trustee's gross negligence or willful misconduct, and (iv) any and all other lawful action as Beneficiary may instruct Trustee to take to protect or enforce Beneficiary's rights hereunder. Trustee shall not be personally liable in case of entry by Trustee, or anyone entering by virtue of the powers herein granted to Trustee, upon the Property for debts contracted for or liability or damages incurred in the management or operation of the Property. Trustee shall have the right to rely on any instrument, document, or signature authorizing or supporting an action taken or proposed to be taken by Trustee hereunder, believed by Trustee in good faith to be genuine. Trustee shall be entitled to reimbursement for reasonable expenses actually incurred by Trustee in the performance of Trustee's duties hereunder and to reasonabJe compensation for such of Trustee's services hereunder as sha1I be rendered. Section 15.4 RETENTION OF MONEY. All moneys received by Trustee shall, until used or appJied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any mBMer from any other moneys (except to the extent required by applicable law) and Trustee shall be under no liabiJity for interest on any moneys received by Trustee hereunder. Section 15.S PERFECTION OF APPOINTMENT. Should any deed, conveyance, or 7S8S799.4 -10- CALIFORNIA C 0 instrument of any nature be required from Trustor by any Trustee or substitute trustee to more fully and certainly vest in and confirm to the Trustee or substitute trustee such estates, rights, powers, and duties, then, upon request by the Trustee or substitute trustee, any and all such deeds, conveyances and instruments shall be made, executed, acknowledged, and delivered and shall be caused to be recorded and/or filed by Trustor. ' Section 15.6 SUCCESSION INSTRUMENTS. Any substitute trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed, or conveyance, become vested with all the estates, properties, rights, powers, and trusts of its or hisfuer predecessor in the rights hereunder with like effect as if originally named as Trustee herein; but nevertheless, upon the written request of Beneficiary or of the substitute trustee, the Trustee ceasing to act shall execute and deliver any instrument transferring to such substitute trustee, upon the trusts herein expressed, a11 the estates, properties, rights, powers, and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver any of the property and moneys held by such Trustee to the substitute trustee so appointed in the Trustee's place. Article 16 -STATE SPECIFIC PROVISIONS Section 16.1 PRINCIPLES OF CONSTRUCTION. In the event of any inconsistencies between the terms and conditions of this Article 16 and the terms and conditions of this Security Instrument, the terms and conditions of this Article J 6 shall control and be binding. Section 16.2 TRUSTOR. The word "grantor" is hereby deleted wherever it appears in this Security Instrument and the word "Trustor" is substituted therefor. Section 16.3 ASSIGNMENT OF LEASES AND RENTS. Section 1.2 of this Security Instrument entitled "Assignment of Rents" is hereby deleted in its entirety and the following is substituted therefor: This Security Instrument constitutes a present, absolute assignment of the Leases and Rents from Trustor to Beneficiary. The Leases and Rents are hereby absolutely and irrevocably assigned by Trustor to Beneficiary. Subject to the terms of the Indenture, Beneficiary is hereby granted and assigned by Trustor the right to enter the Property for the purpose of enforcing its right in the Leases and Rents. Nevertheless, subject to the terms of this Section 1.2 and Section 7 .1 ( d) of this Security Agreement and the tenns of the Indenture, Beneficiary grants to Trustor a revocable license to collect Rents. Upon or at any time after the occurrence and during the continuance of an Event of Default, the license granted to Trustor herein may be revoked by Beneficiary, and Beneficiary may enter upon the Property, and collect, retain and apply the Rents toward payment of the Debt in accordance with the Indenture. Toe foregoing assignment shall be fully operative without any further action on the part of either party and Beneficiary shall be entitled to the Leases and Rents whether or not Beneficiary talces possession of the Property or any part thereof. Section 16.4 CoNDmONS TO GRANT. The portion of the paragraph beginning "PROVIDED, HOWEVER" appearing in this Security Instrument under the provisions entitled 7585799.4 CALIFORNIA -11- 6527 C "Conditions to Grant0 is hereby deleted in its entirety and the following language is substituted therefor: PROVIDED FURTHER, HOWEVER, upon written request of Beneficiary stating that all sums secured hereby have been paid, that Trustor has well and truly abided by and complied with each and every covenant and condition set forth · herein and in the Indenture, and upon the surrendering of this Security Instrument to· Trustee for cancellation and retention and upon payment by Trustor of Trustee's fees, Trustee shall re-convey to Trustor, or to the person or persons legally entitled thereto, without warranty, any portion of the estate hereby granted and then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in any reconveyance may be described as ''the person or persons legally entitled thereto'\ Section 16.5 DUE ON SALE/ENCUMBRANCE. Trustor expressly agrees that upon a violation of Article 4 of this Security Instrument by Trustor and acceleration of the principal balance of the Loan because of such violation, Trustor will pay all sums required to be paid in connection with a prepayment, if any, as described in the Indenture or any other Loan Docwnent, herein imposed on prepayment after an Event of Default and acceleration of the principal balance. Trustor expressly acknowledges that Trustor has received adequate consideration for the foregoing agreement. Section 16.6 POWER OF SALE. Upon the occurrence and during the continuance of an Event of Default, Beneficiary, its successors and assigns, may elect to cause the Property or any part thereof to be sold as follows: (a) Beneficiary may proceed as if all of the Property were real property, in accordance with subparagraph (d) below, or Beneficiary may elect to treat any of the Property which consists of a right in action or which is property that can be severed from the Land without causing structural damage thereto as if the same were personal property, and dispose of the same in accordance with the Security Agreement, separate and apart from the sale of real property, the remainder of the Property being treated as real property. (b) Beneficiary may cause any such sale or other disposition to be conducted immediately following the expiration of any grace period, if any, herein provided (or immediately upon the expiration of any redemption period required by law) or Beneficiary may delay any such sale or other disposition for such period of time as Beneficiary deems to be in its best interest. Should Beneficiary desire that more than one such sale or other disposition be conducted, Beneficiary may at its option, cause the same to be conducted simultaneously, or successively on the same day, or at such different days or times and in such order as Beneficiary may deem to be in its best interest. (c) Intentionally Omitted. (d) Should Beneficiary elect to sell the Property which is real property or which Beneficiary has elected to treat as real property, upon such election Beneficiary or Trustee shall give such Notice of Default and Election to Sell as may then be required by law. Thereafter, 1S8S799.4 CALIFORNIA -12- 6528 C 0 6529 upon the expiration of such time and the giving of such Notice of Sale as may then be required by law, Trustee, at the time and place specified in the Notice of Sale, shall sell such Property, or any portion thereof specified by Beneficiary, at public auction to the highest bidder for cash in lawful money of the United States, subject, however, to the provisions of subparagraph (i) hereof. Trustee for good cause may, and upon request of Beneficiary shall, from time to time, postpone the sale by public announcement thereof at the time and place noticed therefor. If the Property consists of several lots or parcels, Beneficiary may designate the order in which such lots or parcels shall be offered for sale or sold. Any person, including Trustor, Trustee or Beneficiary, may purchase at the sale. Upon any sale Trustee shall execute and deliver to the purchaser or purchasers a deed or deeds conveying the property so sold, but without any covenant or warranty whatsoever, express or implied, whereupon such purchaser or purchasers shall be let into immediate possession. . ( e) In the event of a sale or other disposition of any such property, or any part thereof, and the execution of a deed or other conveyance, pursuant thereto, the recitals therein of facts, such as a default, the giving of notice of default and notice of sale, demand that such sale should be made, postponement of sale, tenns of sale, sale, purchaser, payment of purchase money, and any other fact affecting the regularity or validity of such sale or disposition, shall be conclusive proof of the truth of such facts; and any such deed of conveyance shalJ be conclusive against all persons as to such facts recited therein. (f) Beneficiary and/or Trustee shalJ apply the proceeds of any sale or disposition hereunder to payment of the following: (1) the expenses of such sale or disposition together with Trustee's fees and reasonable attorneys' fees, and the actual cost of publishing, recording, mailing and posting notice; (2) the cost of any search and/or other evidence of title procured in connection therewith and transfer tax on any deed or conveyance; (3) all sums expended under the tenns hereof, not then repaid, with accrued interest in the amount provided herein; (4) all other sums secured hereby; and (5) the remainder if any to the person or persons legally entitled thereto. (g) The acknowledgment of the receipt of the purchase money, contained in any deed or conveyance executed as aforesaid, shal1 be sufficient discharge from all obligations to see to the proper application of the consideration therefor. (h) Trustor hereby expressly waives any right which it may have to direct the order in which any of the Property shall be sold in the event of any sale or sales pursuant hereto. ( i) Upon any sale of the Property, whether made under a power of sale herein granted or pursuant to judicial proceedings, if the holder of the Loan is a purchaser at such sa)e, it shall be entitled to use and apply all or any portion of the indebtedness then secured hereby for or in settlement or payment of all or any portion of the purchase price of the property purchased, and, in such case, this Security Instrument and documents evidencing expenditures secured hereby sha11 be presented to the person conducting the sale in order that the amount of said indebtedness so used or applied may be credited thereon as having been paid. G) No remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to be exclusive of any other remedy herein or by law provided, but each shall be 7585799.4 CALIFORNIA .)3. cwnulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Every power or remedy given by this instrument to Trustee or Beneficiary, or to which either of them may be otherwise entitled, may be exercised from time to time and as often as may be deemed expedient by Trustee or Beneficiary, and either of them may pursue inconsistent remedies. Ifthere exists additional security for the perfonnance of the obligations secured hereby, the holder of the Loan, at its sole option and without limiting or affecting any rights or remedies hereunder, may exercise any of the rights and remedies to which it may be entitled hereunder either concurrently with whatever other rights it may have in connection with such other security or in such order as it may determine. (k) Trustor hereby requests that every notice of default and every notice of sale be given in accordance with the provisions of Article 11 hereof except as otherwise required by statute. Trustor may, from time to time, change the address to which notice of default and sale hereunder shall be sent by both filing a request therefor, in the manner provided by the California Civil Code, Section 2924b, and sending a copy of such request to Beneficiary, its successors or assigns in accordance with the provisions of Article 11 hereof. Section 16.7 CoNCERNINo THE TRUSTEE: (a) Trustee accepts the trust created by this Security Instrument when this Security Instrument, duly executed and acknowledged, is made a public record as provided by law. (b) Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party, unless brought by Trustee. 7585799.4 CALlFORNIA [NO FURTHER TEXT ON THIS PAGE] -14- 6530 C 0 In wltnes1 whereof: The undersigned, pursuant to proper authority of its operating agreement and/or bylaws, has duly executed, acknowledged and delivered this instrument as of the day and year first above written. MW CELL REIT 1 LLC, a Delaware limited liability company SEAL By: Title: President Witness #1 as to Premises in CT, DE, FL, GA, LA, PA & SC: Name: _________________ _ Witness #2 as to Premises in CT, DE, FL, GA, LA, PA & SC: Name: ------------------ Notary Public as to Premises in GA & LA: Notary Public The following acknowledgment page, including notary execution, is hereby incorporated by reference into this page as if set forth hereon in its entirety. -15- CALIFORNIA 6531 County of Los Angeles, State of California: Multi-State LLC (by Jndjyidual) Acknowledgment: On __ / __ /2010, before me, the undersigned officer, personally appeared Bradley D, Knyal, who acknowledged himself/ herself to me ( or proved to me on the basis of satisfactory evidence) to be the President of the limited liability company (hereinafter, the "LLC"); and that as such Managing Member, being duly authorized to do so pursuant to its bylaws or operating agreement, executed, subscribed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of the LLC by himself iherself in his/ her authorized capacity as such Managing Member as his/ her free and voluntary act and deed and the free and voluntary act and deed of said LLC. Witness my hand and official seal. Uniform Ackpowl,dgment which is supplemental to the foregoing acknowledgment: On __ / __ /2010, before me, the undersigned, a Notary Public in and for said State, personally appeared Bradley D. Knyal, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/ she/ they executed the same in his/ her/ their authorized capacity(ics), and that by his/ her/ their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. "'** Witness my hand and official seal. CA Acknowledgment for use by CA Notaries only 1ctjng Ip CA which supersedes and replaces the forgoing •~owledgments; On _5l_j /2010, before me, Jennifer Matkins , a Notary Public in and for the State of California, personally appeared Bradley:tial who proved to me on the basis of satisfac. tory evidence to e person(s) whose name( i subscribed to the within instrument and ~ow1edged to me t she/they executed the same m · er/their authorized capacity, and that by ~er/their signatures on the insttument, the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. •• I certify under PENAL TY OF PERJURY under the laws of the State of • mia that the foregoing graph is true and correct. ••• Witness my hand and official seal. 6532 r····••n C ;J;-~·1~1 15 tOl'lWt~CIU'OIN\ Ul8'"31i1.18Ci1CU< I . ..011.--.20. m12 1 04 C 0CC0UJO CCU -16- CALIFORNIA C 0 . . , EXHIBIT A (Description of Purchase and Sale of Lease and Successor Lease) That certain Purchase and Sale of Lease and Successor Lease dated J 2/20/2006, between MICKEY E. NOVAK, TRUSTEE OF THE MICKEY NOVAK SEPARATE TRUST U/D/T OCTOBER 17, 1992, a California TRUST, whose address is 5858 Edison Pl., Carlsbad, CA 92008 ("Landlord") and Wireless Capital Partners, LLC, whose address is 11900 W. Olympic Blvd., Ste. 400, Los Angeles, CA 90064, for the property located at 5858 Edison Pl., Carlsbad, CA 92008 for which a memorandum dated 12/20/2006, was recorded on 02/21/2007, as Doc #2007-0117556, in the County Recorder's Office of San Diego, State of California, as assigned to Trustor by mesne assignments. 7S85799,4 CALIFORNIA -17- 6533 . . , EXHIBITB LEASE INFORMATION That certain LEASE AGREEMENT dated September 29, 1997, by and between MICKEY E. NOVAK. TRUSTEE OF THE MICKEY NOVAK SEPARATE TRUST U/D/f DATED OCTOBER 17, 1992, whose address is 401 Olenneyre St, #E, c/o Peter McMahon, Laguna Beach. CA 92651 ("Landlord'') and Sprint Spectrum, LP. ("Tenant''). whose address is 150S Fann Credit Drive, McLean, VA 00002, for the property located at 5858 Edison Pl, Carlsbad, CA 92008, in San Diego County. 7S8S799.4 CALIFORNIA -18- 6534 • • t C PARCEL A: EXHIBITC LEGAL DESCRIPTION 0 PAACEi. 2 OF PARCEL MAP NO. 15687, IN TI£ ClY OF CARLSBAD, COUHTY OF SAN DIEGO, STAlE OF CAUFORNIA, Fll.fO IN THE OffiCE Of lHE CoµNfY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS INSTRUMENT NO. 89-283195 OF OfflCAL RECORDS. EXCEPTING THEREFROM 50 PERCENT Of All Oil, MINERAL, GAS AND OlliER HYOROCARBON SUBSTANCES BELOW A 0EPTH CY! SOO FEET UNDER THE REAL PROPERTY N!l)Vf, DESCRIBED, WllliOllf lliE RIGHT OF SURFACE ENTRY, AS RESERVED BY CARl.SBAD PROPBlllES, A PARffiERStOP, IN DEED RECORDED JULYS, 1978 AS INSTRUMENT NO. 78-219136 OF OffiOAL RECORDS. RESERVING THEREFROM AN °EASEMENT FOR GENERAL ROAD, AU. lml.ITlES , DRAINAGE ANO INCIDENTAL PURPOSES OVER THAT CERTAIN "GENERAL UTlUlY AND PUBUC ACCESS EASEMENT DEDICATED TO THE 01Y OF CARLSBAD HEREON• PJCA EDISON PlACE (PRIVATE STREET) AS SHOWN ON IN PARCB. MAP NO. 15687, IN THE O'TY OF CARLSBAD, OOUNTY OF SAN DIEGO, STATE OF CALIFORNIA, Fll.E0 IN THE OFFICE OF THE COUNlY RECORDER OF SAN DIEGO COUNTY ON MAY 30, 1989 AS INSTRUMENT NO. 89-283195 OF OffiCIAL RECORDS. PARCJ:L B: AN EASEMENT FOR GENERAL ROAD, AU. tmllTIES, DRAINAGE AND INODENTAL PURPOSES OVER lllAT CERTAIN "GENERAL• UTILITY AND PU8UC NXE!iS EASBENT DEDICATED TO ntE Cl1Y OF CARLS8AD HEREON" AXA EDISON Pl.ACE (PRIVATE STREET) M, SHOWN ON PARCEL MAP NO. 15687, IN THE aTY OF CARI.SBAO, COUN1Y OF SAN DJEGO, STATE OF CAIJfORNIA, FILED IN Tl-IE omce OF ll1E COUNTY RECORDER OF SAN DJEGO COUNlY ON MAY 30, 1989 AS INSTRUMENT NO. 89-283195 OF OFFICIAL RECORDS. ~~µ £ ~,"-o4l -~b 758S799.4 CALIFORNIA -19- 6535 ...,,I DOC tt 2012-0755209 11111111 ~1111111111111111111 lllll lllll 1111111111111111111111111111 RECORDING REQUESTED BY ANO) WHEN RECORDED MAIL TO: ) . ) City Clenc ) CITY OF CARLSBAD ) 1200 Carlsbad Village Drive ) Carlsbad, Califomla 92008-1989 ) DEC03, 2012 10:11 AM OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OfFICE Emest J. Dronenburi,. J, .. COUNTY AECOAOEff FEES: 22.00 9465 PAGES: 3 1mm1111nm1111101111111111m1111 Space above this line for Recorder's use Assessor's Parcel Number Project Number and Name 212-092-36-00 MCUP 12-04 -South Palomar Mod Project NOTICE OF RESTRICTION ON REAL PROPERTY The real property located in the CHy of Carlsbad, County of San Diego, State of California described as follows: Parcel 2 of Parcel Map 15587 In the City of Car1sbad, County of San Diego, State of Califomia, filed In the office of the County Recorder of San • Diego County, on May 30, 1989, as File/Page No. 89-283195 of official records is restricted by a Minor Conditional Use Pennlt No. MCUP 12-04 approved by the City of Carlsbad on October 11, 2012. A copy Is on file at the City of Carlsbad Planning Division. The obligations and restrictions imposed are binding on all present or future interest holders or estate holders of the property. Rev. 11/26/2008 C OWNER: btJ&1t1(£ (~. /1t:lt40t.. Print name and t~' Signature Print name and title to/31 /1~ Date 0 9466 212-092-38.00 South P1lomar Mod Projed APPROVED AS TO FORM: LL<-[OFCAf_!LSBAD ~~ City Planner RONALD R. BALL, City Attorney By.~~-A tanicAttomey 11,1-12.. Date (Proper notarial acknowledgment of execution by Contractor must be attached.) (Chairman, president or vice-president snd secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.) (If signed by an individual partner, the partnership must attach a statement of partnership authorizing the partner to execute this instrument). Rev. 11/26/2008 ._.,,, 9467 CALIFORNIA ALL•PURPOSE ACKNOWLEDGMENT J·· CARMEttESTI!ADA "f gJ . Commisslon#1876170 ~ ' ~ . . NOTARY POauc:cAllfORNIA Z! ! SAHl'A BARBARA COUNTY .. a c • o f 9JM.!', P"W£t ~ 8c.20f! i· who proved to rr,e on the basis of satisfactory eimence to be the person~WhOse ~ lsl,:r subscribed lo the within Instrument and acknowledged to me that ~ executed the same in h~ authorized cepacfty(leJ), and !hat by hlslt)lt/lh,if Slgnatur~ on the lnstnJment the pet$0'1(,r. or the entity upon behalf of which the penwn(s(acted, eQCI.Jted the instrumenl I certify under PENAL TY OF PERJURY under the laws of the Stale of C81ifomla that the foregoing paragraph Is true and correct. WITNESS my hand and official seal. Slgnat~t._ 2, 'kat/JJ ,._~81111-_..d._,,.,_ ----------OPTIONAL--.---------- Though ,ti. lnlormelkNi f,elow Is not required by llw, II may provi raluable 10 persons telylng on the doWmBnl . Ind Coulfl p(8vent frluclulenl removal ,nd reeltachmenl of /his lorm IO IIIIOlhSI docUmenl Description o1 Attached Document lltle or Type ol Dficument: _· ____________________ _ Documenl Date:-----...----------Nu~r ol Pages: ____ _ Signer(s) Other Than Named Above:----------------...:---- Capaclty(les) Claimed by Slgner(s) Signer's Namo: _________ _ D Corporate Offlcer-11tle(s): _____ _ 0 lnd'rvldual 0 Partner -□ Limited □ G1neral 'Top al lhumb INlra D Attorney In Fact O 1'rus\ee □ Guardian or Conservator D Other: ______ _ SigMr IS Representing: --- Signer's Name: _________ _ 0 Corporate Olllcer -TIUe(s); _____ _ D Individual O Panner -□ Umited D General Top o1 lhLml> iwe 0 Attorney In Fl!et □ Trustee □ Guardian or Conserva\or D Other: ______ _ Signer Is Representing: __ _ •