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HomeMy WebLinkAboutPA2023-0002_20230105_Preliminary Title ReportOrder Number: NCS-1158619-ONT1 Page Number: 1 First American Title Insurance Company First American Title Insurance Company National Commercial Services 3281 E Guasti Road, Suite 440 Ontario, CA 91761 Chase Gilmore Irvine Company Retail Properties 110 Innovation Dr Irvine, CA 92617-3040 Phone: (949)720-2453 Fax: (949)720-5588 Customer Reference: Restoration Hardware LLA Title Officer: Kimberly Delpolito Phone: (909)510-6202 Email: kdelpolito@firstam.com Owner: The Irvine Company LLC Property: 903 Newport Center Drive, 1105 Newport Center Drive, 1103 Newport Center Drive, Newport Beach, CA PRELIMINARY REPORT In response to the above referenced application for a policy of title insurance, this company hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said Policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said policy or policies are set forth in Exhibit A attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. Limitations on Covered Risks applicable to the CLTA and ALTA Homeowner's Policies of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit A. Copies of the policy forms should be read. They are available from the office which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit A of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. Order Number: NCS-1158619-ONT1 Page Number: 2 First American Title Insurance Company This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. Order Number: NCS-1158619-ONT1 Page Number: 3 First American Title Insurance Company Dated as of December 08, 2022 at 7:30 A.M. The form of Policy of title insurance contemplated by this report is: To be determined A specific request should be made if another form or additional coverage is desired. Title to said estate or interest at the date hereof is vested in: The Irvine Company LLC, a Delaware limited liability company The estate or interest in the land hereinafter described or referred to covered by this Report is: Fee Simple as to Parcels A and B, an easement as to Parcel C. The Land referred to herein is described as follows: (See attached Legal Description) At the date hereof exceptions to coverage in addition to the printed Exceptions and Exclusions in said policy form would be as follows: 1. This item has been intentionally deleted. 2. General and special taxes and assessments for the fiscal year 2022-2023. First Installment: $370,171.22, DELINQUENT, IF NOT YET PAID Penalty: $0.00 Second Installment: $370,171.22, PAYABLE Penalty: $0.00 Tax Rate Area: 07-041 A. P. No.: 442-021-31 3. General and special taxes and assessments for the fiscal year 2022-2023. First Installment: $94,932.24, DELINQUENT, IF NOT YET PAID Penalty: $0.00 Second Installment: $94,932.24, PAYABLE Penalty: $0.00 Tax Rate Area: 07-041 A. P. No.: 442-021-33 4. General and special taxes and assessments for the fiscal year 2022-2023. First Installment: $33,177.28, DELINQUENT, IF NOT YET PAID Penalty: $0.00 Second Installment: $33,177.28, PAYABLE Penalty: $0.00 Order Number: NCS-1158619-ONT1 Page Number: 4 First American Title Insurance Company Tax Rate Area: 07-041 A. P. No.: 442-021-32 5. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code. 6. A perpetual air or flight easement, sometimes referred to as avigation rights, in and to all the air space above those portions of particular planes or imaginary surfaces that overlie said land for use by aircraft, present or future, from or to the Orange County Airport, said easements and rights being more particularly described and defined in and granted to the County of Orange by deed recorded March 17, 1964 in Book 6965, Page 721 of Official Records, upon the terms, covenants and conditions therein. The planes above which said easement lies are more particularly described in said deed and shown on a map therein referred to. 7. Matters in a document entitled "Declaration of Restrictions and Establishment of Easements", executed by and between The Irvine Company, a West Virginia corporation, Broadway-Hale Stores, Inc., a Delaware corporation and Adcor Realty Corporation, a New York corporation, recorded September 3, 1965 as Book 7656, Page 496 of Official Records, including but not limited to covenants, conditions, restrictions, easements, assessments, liens and charges. Matters in a document entitled "Amendment in Its Entirety and Restatement of Declaration of Restrictions and Establishment of Easements", executed by and between The Irvine Company, a West Virginia corporation, Carter Hawley Hale Stores, Inc., a Delaware corporation (successor in interest to Broadway-Hale Stores, Inc.), Adcor Realty Corporation, a New York corporation and Federated Department Stores, Inc., a Delaware corporation, recorded March 26, 1976 as Book 11684, Page 1012 of Official Records, including but not limited to covenants, conditions, restrictions, easements, assessments, liens and charges. Document(s) declaring modifications thereof recorded May 9, 1988 as Instrument No. 88-213609 of Official Records. 8. Terms and provisions of an unrecorded lease dated July 21, 1966, by and between The Irvine Company, a West Virginia corporation as lessor and Adcor Realty Corporation as lessee, as disclosed by a Short Form Lease recorded November 17, 1966 as Book 8106, Page 198 of Official Records. Defects, liens, encumbrances or other matters affecting the leasehold estate, whether or not shown by the public records are not shown herein. 9. Terms and provisions of an unrecorded lease dated July 20, 1965, by and between The Irvine Company, a West Virginia corporation as lessor and Broadway-Hale Stores, Inc. as lessee, as disclosed by a First Amendment of Lease and Short Form of Lease recorded August 29, 1967 as Book 8355, page 895 of Official Records. Defects, liens, encumbrances or other matters affecting the leasehold estate, whether or not shown by the public records are not shown herein. 10. An easement shown or dedicated on the map filed or recorded January 30, 1968 as Tract No. 6015 in Book 239, Pages 28 through 41 of Miscellaneous Maps For: Public utilities and incidental purposes. (Affects Parcel 3 of Parcel A) Order Number: NCS-1158619-ONT1 Page Number: 5 First American Title Insurance Company 11. An easement for public utilities and incidental purposes, recorded December 24, 1968 as Book 8826, Page 750 of Official Records. In Favor of: Southern California Edison Company Affects: Parcel 2 of Parcel A By an instrument recorded June 3, 1998 as Instrument No. 19980345448 of Official Records, all portions of the easement lying within the circle known as Newport Center Drive and lying under such building existing as of that date were quitclaimed by Southern California Edison Company to the Irvine Company. 12. An easement for public utilities and incidental purposes, recorded July 6, 1976 as Book 11801, Page 127 of Official Records. In Favor of: Southern California Edison Company Affects: Parcels 2 and 3 of Parcel A, and Parcel B Said easement was modified by a document entitled "Partial Quitclaim of Easement" recorded June 3, 1998 as Instrument No. 19980345447 of Official Records. 13. An easement for water line and incidental purposes, recorded February 28, 1977 as Book 12085, Page 1797 of Official Records. In Favor of: The City of Newport Beach Affects: Parcel A Said easement was modified by a document entitled "Resolution No. 19" recorded March 17, 1998 as Instrument No. 19980150398 of Official Records. 14. An easement for ingress and egress and incidental purposes, recorded July 7, 1977 as Book 12280, Pages 554 and 575, both of Official Records. In Favor of: Southern California Edison Company Affects: Parcel 3 of Parcel A 15. An easement for maintenance of traffic signal and incidental purposes, recorded January 24, 1984 as Instrument No. 84-33254 of Official Records. In Favor of: The City of Newport Beach, a municipal corporation Affects: Parcel 3 of Parcel A 16. An easement shown or dedicated on the map filed or recorded June 22, 1987 as Parcel Map No. 86- 399 in Book 221, Pages 30 through 36 of Parcel Maps For: Public utilities and incidental purposes. (Affects Parcel 2 of Parcel A, and Parcel B) 17. Abutter's rights of ingress and egress to or from Newport Center Drive West except at street intersections and at driveways, have been dedicated or relinquished on the map of Parcel Map No. 86-399 on file in Book 221, Pages 30 through 36 of Parcel Maps. 18. An easement for public utilities and incidental purposes, recorded December 10, 1987 as Instrument No. 87-683713 of Official Records. In Favor of: Southern California Edison Company, a corporation Affects: Parcel A Order Number: NCS-1158619-ONT1 Page Number: 6 First American Title Insurance Company Said easement was modified by a document entitled "Partial Quitclaim of Easement" recorded June 3, 1998 as Instrument No. 19980345449 of Official Records. 19. Terms and provisions of an unrecorded lease dated May 5, 2004, by and between The Irvine Company, a Delaware corporation as lessor and Barnes & Noble Booksellers, Inc., a Delaware corporation as lessee, as disclosed by a Third Amendment to and Restatement of Lease recorded May 25, 2004 as Instrument No. 2004000466017 of Official Records. Defects, liens, encumbrances or other matters affecting the leasehold estate, whether or not shown by the public records are not shown herein. 20. Terms and provisions of an unrecorded lease dated July 9, 2007, by and between The Irvine Company, LLC, a Delaware limited liability company as lessor and Chick's Sporting Goods, Inc., a California corporation as lessee, as disclosed by a Lease (Short Form - Memorandum) recorded August 21, 2007 as Instrument No. 2007000519685 of Official Records. Defects, liens, encumbrances or other matters affecting the leasehold estate, whether or not shown by the public records are not shown herein. 21. The terms and provisions contained in the document entitled "Memorandum Providing Notice of the Effective Date for Development Agreement No. DA2007-002" recorded June 24, 2008 as Instrument No. 2008000302542 of Official Records. 22. An easement for public utilities and incidental purposes, recorded August 6, 2008 as Instrument No. 2008000374625 of Official Records. In Favor of: Southern California Edison Company, a corporation Affects: Parcel 3 of Parcel A 23. Terms and provisions of an unrecorded lease dated July 25, 2011, by and between The Irvine Company LLC, a Delaware limited liability company as lessor and Mrs. Gooch's Natural Food Markets, Inc., a California corporation as lessee, as disclosed by a Memorandum of Lease recorded September 22, 2011 as Instrument No. 2011000469416 of Official Records. Defects, liens, encumbrances or other matters affecting the leasehold estate, whether or not shown by the public records are not shown herein. 24. Any statutory lien for labor or materials arising by reason of a work of improvement, as disclosed by a notice of completion recorded January 14, 2022 as Instrument No. 2022000019740 of Official Records, which reflects a completion date of Not Shown. 25. A notice of nonresponsibility, executed by The Irvine Company LLC, a Delaware limited liability company, recorded January 20, 2022 as Instrument No. 2022000027478 of Official Records. 26. A notice of nonresponsibility, executed by The Irvine Company LLC, a Delaware limited liability company, recorded January 20, 2022 as Instrument No. 2022000027479 of Official Records. 27. A notice of nonresponsibility, executed by The Irvine Company LLC, a Delaware limited liability company, recorded January 24, 2022 as Instrument No. 2022000031289 of Official Records. Order Number: NCS-1158619-ONT1 Page Number: 7 First American Title Insurance Company 28. Any statutory lien for labor or materials arising by reason of a work of improvement, as disclosed by a notice of completion recorded January 31, 2022 as Instrument No. 2022000039160 of Official Records, which reflects a completion date of December 3, 2021. 29. Any statutory lien for labor or materials arising by reason of a work of improvement, as disclosed by a notice of completion recorded February 4, 2022 as Instrument No. 2022000048436 of Official Records, which reflects a completion date of January 27, 2022. 30. A notice of nonresponsibility, executed by The Irvine Company LLC, a Delaware limited liability company, recorded February 7, 2022 as Instrument No. 2022000050664 of Official Records. 31. A notice of nonresponsibility, executed by The Irvine Company LLC, a Delaware limited liability company, recorded February 7, 2022 as Instrument No. 2022000050665 of Official Records. 32. A notice of nonresponsibility, executed by The Irvine Company LLC, a Delaware limited liability company, recorded February 18, 2022 as Instrument No. 2022000069018 of Official Records. 33. A notice of nonresponsibility, executed by The Irvine Company LLC, a Delaware limited liability company, recorded March 1, 2022 as Instrument No. 2022000081906 of Official Records. 34. Any statutory lien for labor or materials arising by reason of a work of improvement, as disclosed by a notice of completion recorded March 2, 2022 as Instrument No. 2022000083829 of Official Records, which reflects a completion date of September 21, 2021. 35. A notice of nonresponsibility, executed by The Irvine Company LLC, a Delaware limited liability company, recorded April 13, 2022 as Instrument No. 2022000141909 of Official Records. 36. Any statutory lien for labor or materials arising by reason of a work of improvement, as disclosed by a notice of completion recorded April 27, 2022 as Instrument No. 2022000159212 of Official Records, which reflects a completion date of April 25, 2022. 37. A notice of nonresponsibility, executed by The Irvine Company LLC, a Delaware limited liability company, recorded May 11, 2022 as Instrument No. 2022000176930 of Official Records. 38. A notice of nonresponsibility, executed by The Irvine Company LLC, a Delaware limited liability company, recorded June 7, 2022 as Instrument No. 2022000207303 of Official Records. 39. A notice of nonresponsibility, executed by The Irvine Company LLC, a Delaware limited liability company, recorded July 11, 2022 as Instrument No. 2022000242831 of Official Records. 40. A notice of nonresponsibility, executed by The Irvine Company LLC, a Delaware limited liability company, recorded July 14, 2022 as Instrument No. 2022000247905 of Official Records. 41. A notice of nonresponsibility, executed by The Irvine Company LLC, a Delaware limited liability company, recorded July 18, 2022 as Instrument No. 2022000250747 of Official Records. 42. A notice of nonresponsibility, executed by The Irvine Company LLC, a Delaware limited liability company, recorded July 20, 2022 as Instrument No. 2022000253821 of Official Records. 43. A notice of nonresponsibility, executed by The Irvine Company LLC, a Delaware limited liability company, recorded August 16, 2022 as Instrument No. 2022000279821 of Official Records. Order Number: NCS-1158619-ONT1 Page Number: 8 First American Title Insurance Company 44. A notice of nonresponsibility, executed by The Irvine Company LLC, a Delaware limited liability company, recorded August 22, 2022 as Instrument No. 2022000285056 of Official Records. 45. A notice of nonresponsibility, executed by The Irvine Company LLC, a Delaware limited liability company, recorded August 30, 2022 as Instrument No. 2022000293678 of Official Records. 46. A notice of nonresponsibility, executed by The Irvine Company LLC, a Delaware limited liability company, recorded August 30, 2022 as Instrument No. 2022000293679 of Official Records. 47. Any statutory lien for labor or materials arising by reason of a work of improvement, as disclosed by a notice of completion recorded August 31, 2022 as Instrument No. 2022000294705 of Official Records, which reflects a completion date of July 25, 2022. 48. Any statutory lien for labor or materials arising by reason of a work of improvement, as disclosed by a notice of completion recorded September 1, 2022 as Instrument No. 2022000296363 of Official Records, which reflects a completion date of July 7, 2022. 49. A claim of lien recorded September 9, 2022 as Instrument No. 2022000302307 of Official Records. Lien claimant: Rambuilt Glass Amount: $6,863.50 50. A notice of nonresponsibility, executed by The Irvine Company LLC, a Delaware limited liability company, recorded October 11, 2022 as Instrument No. 2022000330116 of Official Records. 51. Any statutory lien for labor or materials arising by reason of a work of improvement, as disclosed by a notice of completion recorded October 11, 2022 as Instrument No. 2022000330850 of Official Records, which reflects a completion date of January 28, 2022. 52. Any statutory lien for labor or materials arising by reason of a work of improvement, as disclosed by a notice of completion recorded October 13, 2022 as Instrument No. 2022000334130 of Official Records, which reflects a completion date of June 8, 2022. 53. Any statutory lien for labor or materials arising by reason of a work of improvement, as disclosed by a notice of completion recorded October 14, 2022 as Instrument No. 2022000335424 of Official Records, which reflects a completion date of June 18, 2022. 54. A notice of nonresponsibility, executed by The Irvine Company LLC, a Delaware limited liability company, recorded October 24, 2022 as Instrument No. 2022000343675 of Official Records. 55. A claim of lien recorded October 26, 2022 as Instrument No. 2022000345971 of Official Records. Lien claimant: William's Electric, Inc. Amount: $3,493.00 56. Any statutory lien for labor or materials arising by reason of a work of improvement, as disclosed by a notice of completion recorded November 3, 2022 as Instrument No. 2022000353890 of Official Records, which reflects a completion date of December 2021. Order Number: NCS-1158619-ONT1 Page Number: 9 First American Title Insurance Company 57. A certified copy of a judgment or an abstract thereof, recorded March 4, 2021 as Instrument No. 2021000151096 of Official Records. Court: Superior Court of California, County of Los Angeles Case No.: SC126761 Debtor: The Irvine Company, LLC Creditor: Stephanie Van de Motter, Sally Tillotson Amount: $9,887,607.45, and any other amounts due thereunder. 58. Any statutory lien for labor or materials arising by reason of a work of improvement now in progress or recently completed. 59. Any claim that the Title is subject to a trust or lien created under The Perishable Agricultural Commodities Act, 1930 (7 U.S.C. §§499a, et seq.) or the Packers and Stockyards Act (7 U.S.C. §§181 et seq.) or under similar state laws. 60. Any facts, rights, interests or claims which would be disclosed by a correct ALTA/NSPS survey. 61. Rights of parties in possession. Order Number: NCS-1158619-ONT1 Page Number: 10 First American Title Insurance Company INFORMATIONAL NOTES ALERT - CA Senate Bill 2 imposes an additional fee of $75 up to $225 at the time of recording on certain transactions effective January 1, 2018. Please contact your First American Title representative for more information on how this may affect your closing. 1. According to the latest available equalized assessment roll in the office of the county tax assessor, there is located on the land a(n) Shopping Mall known as 903 Newport Center Drive, 1105 Newport Center Drive, 1103 Newport Center Drive, Newport Beach, California. 2. According to the public records, there has been no conveyance of the land within a period of twenty- four months prior to the date of this report, except as follows: None 3. It appears that a work of improvement is in progress or recently completed on the land. The Company will require various documents and information, including but not limited to a completed mechanics' lien risk analysis, construction contract(s), lien waivers, loan agreement, disbursement information, executed indemnity agreement and current financial information from proposed indemnitors, in order to determine whether mechanics' lien insurance can be issued. Other requirements may be made following the review of such documents and information. 4. This preliminary report/commitment was prepared based upon an application for a policy of title insurance that identified land by street address or assessor's parcel number only. It is the responsibility of the applicant to determine whether the land referred to herein is in fact the land that is to be described in the policy or policies to be issued. 5. Should this report be used to facilitate your transaction, we must be provided with the following prior to the issuance of the policy: A. WITH RESPECT TO A CORPORATION: 1. A certificate of good standing of recent date issued by the Secretary of State of the corporation's state of domicile. 2. A certificate copy of a resolution of the Board of Directors authorizing the contemplated transaction and designating which corporate officers shall have the power to execute on behalf of the corporation. 3. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 4. Requirements which the Company may impose following its review of the above material and other information which the Company may require. B. WITH RESPECT TO A CALIFORNIA LIMITED PARTNERSHIP: 1. A certified copy of the certificate of limited partnership (form LP-1) and any amendments thereto (form LP-2) to be recorded in the public records; 2. A full copy of the partnership agreement and any amendments; 3. Satisfactory evidence of the consent of a majority in interest of the limited partners to the contemplated transaction; 4. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 5. Requirements which the Company may impose following its review of the above material and Order Number: NCS-1158619-ONT1 Page Number: 11 First American Title Insurance Company other information which the Company may require. C. WITH RESPECT TO A FOREIGN LIMITED PARTNERSHIP: 1. A certified copy of the application for registration, foreign limited partnership (form LP-5) and any amendments thereto (form LP-6) to be recorded in the public records; 2. A full copy of the partnership agreement and any amendment; 3. Satisfactory evidence of the consent of a majority in interest of the limited partners to the contemplated transaction; 4. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 5. Requirements which the Company may impose following its review of the above material and other information which the Company may require. D. WITH RESPECT TO A GENERAL PARTNERSHIP: 1. A certified copy of a statement of partnership authority pursuant to Section 16303 of the California Corporation Code (form GP-I), executed by at least two partners, and a certified copy of any amendments to such statement (form GP-7), to be recorded in the public records; 2. A full copy of the partnership agreement and any amendments; 3. Requirements which the Company may impose following its review of the above material required herein and other information which the Company may require. E. WITH RESPECT TO A LIMITED LIABILITY COMPANY: 1. A copy of its operating agreement and any amendments thereto; 2. If it is a California limited liability company, a certified copy of its articles of organization (LLC-1) and any certificate of correction (LLC-11), certificate of amendment (LLC-2), or restatement of articles of organization (LLC-10) to be recorded in the public records; 3. If it is a foreign limited liability company, a certified copy of its application for registration (LLC-5) to be recorded in the public records; 4. With respect to any deed, deed of trust, lease, subordination agreement or other document or instrument executed by such limited liability company and presented for recordation by the Company or upon which the Company is asked to rely, such document or instrument must be executed in accordance with one of the following, as appropriate: (i) If the limited liability company properly operates through officers appointed or elected pursuant to the terms of a written operating agreement, such documents must be executed by at least two duly elected or appointed officers, as follows: the chairman of the board, the president or any vice president, and any secretary, assistant secretary, the chief financial officer or any assistant treasurer; (ii) If the limited liability company properly operates through a manager or managers identified in the articles of organization and/or duly elected pursuant to the terms of a written operating agreement, such document must be executed by at least two such managers or by one manager if the limited liability company properly operates with the existence of only one manager. 5. A certificate of revivor and a certificate of relief from contract voidability issued by the Franchise Tax Board of the State of California. 6. Requirements which the Company may impose following its review of the above material and other information which the Company may require. F. WITH RESPECT TO A TRUST: 1. A certification pursuant to Section 18100.5 of the California Probate Code in a form satisfactory to the Company. 2. Copies of those excerpts from the original trust documents and amendments thereto which designate the trustee and confer upon the trustee the power to act in the pending transaction. 3. Other requirements which the Company may impose following its review of the material require herein and other information which the Company may require. G. WITH RESPECT TO INDIVIDUALS: 1. A statement of information. Order Number: NCS-1158619-ONT1 Page Number: 12 First American Title Insurance Company The map attached, if any, may or may not be a survey of the land depicted hereon. First American Title Insurance Company expressly disclaims any liability for loss or damage which may result from reliance on this map except to the extent coverage for such loss or damage is expressly provided by the terms and provisions of the title insurance policy, if any, to which this map is attached. Order Number: NCS-1158619-ONT1 Page Number: 13 First American Title Insurance Company LEGAL DESCRIPTION Real property in the City of Newport Beach, County of Orange, State of California, described as follows: PARCEL A: PARCELS 2 AND 3, AS SHOWN ON EXHIBIT "B" OF LOT LINE ADJUSTMENT NO. L.A. 2009-001, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED MAY 6, 2009 AS INSTRUMENT NO. 2009000226826 OF OFFICIAL RECORDS. APN: 442-021-31 AND 442-021-33 PARCEL B: PARCEL 7 OF PARCEL MAP NO. 86-399, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 221, PAGES 30 THROUGH 36 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 442-021-32 PARCEL C: ALL EASEMENTS, RIGHTS, BENEFITS AND PRIVILEGES (INCLUDING ALL EASEMENTS OF USE, SUPPORT, ATTACHMENTS, ACCESS, PEDESTRIAN AND VEHICULAR PASSAGE, ENCROACHMENT AND OF ERECTION AND MAINTENANCE OF UTILITY LINES) IN FAVOR OF AND FOR THE BENEFIT OF THE PARCELS ABOVE, ALL AS SET FORTH IN (A) THAT CERTAIN AMENDMENT IN ITS ENTIRETY AND RESTATEMENT OF DECLARATION OF RESTRICTIONS AND ESTABLISHMENTS DATED AS OF MARCH 26, 1976 BY AND AMONG THE IRVINE COMPANY, A MICHIGAN CORPORATION ("IRVINE"), CARTER HAWLEY HALE STORES, INC., A DELAWARE CORPORATION ("CHH"), ADCOR REALTY CORPORATION, A NEW YORK CORPORATION ("ADCOR"), AND FEDERATED DEPARTMENT STORES, INC., A DELAWARE CORPORATION ("FEDERATED"), AND RECORDED MARCH 26, 1976 IN BOOK 11684, PAGE 1012 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA AS AMENDED BY THAT CERTAIN FIRST AMENDMENT TO RESTATED DECLARATION OF RESTRICTIONS AND ESTABLISHMENT OF EASEMENTS DATED AS OF MARCH 29, 1988 BY AND AMONG IRVINE, CHH, ADCOR, FEDERATED AND THE NEIMAN-MARCUS GROUP, INC., A DELAWARE CORPORATION (SUCCESSOR IN INTEREST TO CHH AS TO THE "NEIMAN-MARCUS SITE", AS DEFINED IN SUCH INSTRUMENT), AND RECORDED MAY 9, 1988 AS INSTRUMENT NO. 88-213609 OF OFFICIAL RECORDS. Order Number: NCS-1158619-ONT1 Page Number: 14 First American Title Insurance Company NOTICE Section 12413.1 of the California Insurance Code, effective January 1, 1990, requires that any title insurance company, underwritten title company, or controlled escrow company handling funds in an escrow or sub-escrow capacity, wait a specified number of days after depositing funds, before recording any documents in connection with the transaction or disbursing funds. This statute allows for funds deposited by wire transfer to be disbursed the same day as deposit. In the case of cashier's checks or certified checks, funds may be disbursed the next day after deposit. In order to avoid unnecessary delays of three to seven days, or more, please use wire transfer, cashier's checks, or certified checks whenever possible. If you have any questions about the effect of this new law, please contact your local First American Office for more details. Order Number: NCS-1158619-ONT1 Page Number: 15 First American Title Insurance Company Privacy Policy We Are Committed to Safeguarding Customer Information In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our parent company, The First American Corporation, we have adopted this Privacy Policy to govern the use and handling of your personal information. Applicability This Privacy Policy governs our use of the information which you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values, a copy of which can be found on our website at www.firstam.com. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include:  Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means;  Information about your transactions with us, our affiliated companies, or others; and  Information we receive from a consumer reporting agency. Use of Information We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies, and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies, or to other financial institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even if you are no longer our customer, our Privacy Policy will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Order Number: NCS-1158619-ONT1 Page Number: 16 First American Title Insurance Company CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (02-03-10) EXCLUSIONS In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of those portions of any law or government regulation concerning: (a) building; (d) improvements on the Land; (b) zoning; (e) land division; and (c) land use; (f) environmental protection. This Exclusion does not limit the coverage described in Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23 or 27. 2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit the coverage described in Covered Risk 14 or 15. 3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17. 4. Risks: (a) that are created, allowed, or agreed to by You, whether or not they are recorded in the Public Records; (b) that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date; (c) that result in no loss to You; or (d) that first occur after the Policy Date - this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28. 5. Failure to pay value for Your Title. 6. Lack of a right: (a) to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and (b) in streets, alleys, or waterways that touch the Land. This Exclusion does not limit the coverage described in Covered Risk 11 or 21. 7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or similar creditors' rights laws. LIMITATIONS ON COVERED RISKS Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows: For Covered Risk 16, 18, 19, and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in Schedule A. Your Deductible Amount Our Maximum Dollar Limit of Liability Covered Risk 16: 1% of Policy Amount or $2,500.00 (whichever is less) $10,000.00 Covered Risk 18: 1% of Policy Amount or $5,000.00 (whichever is less) $25,000.00 Covered Risk 19: 1% of Policy Amount or $5,000.00 (whichever is less) $25,000.00 Covered Risk 21: 1% of Policy Amount or $2,500.00 (whichever is less) $5,000.00 ALTA RESIDENTIAL TITLE INSURANCE POLICY (6-1-87) EXCLUSIONS In addition to the Exceptions in Schedule B, you are not insured against loss, costs, attorneys' fees, and expenses resulting from: 1. Governmental police power, and the existence or violation of any law or government regulation. This includes building and zoning ordinances and also laws and regulations concerning: (a) and use (b) improvements on the land (c) and division (d) environmental protection This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks. 2. The right to take the land by condemning it, unless: (a) a notice of exercising the right appears in the public records on the Policy Date (b) the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking 3. Title Risks: Order Number: NCS-1158619-ONT1 Page Number: 17 First American Title Insurance Company (a) that are created, allowed, or agreed to by you (b) that are known to you, but not to us, on the Policy Date -- unless they appeared in the public records (c) that result in no loss to you (d) that first affect your title after the Policy Date -- this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks 4. Failure to pay value for your title. 5. Lack of a right: (a) to any land outside the area specifically described and referred to in Item 3 of Schedule A OR (b) in streets, alleys, or waterways that touch your land This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. 2006 ALTA LOAN POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement erected on the Land; iii. the subdivision of land; or iv. environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. b. Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 13, or 14); or e. resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is a. a fraudulent conveyance or fraudulent transfer, or b. a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b). The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an Order Number: NCS-1158619-ONT1 Page Number: 18 First American Title Insurance Company accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the public records. 2006 ALTA OWNER'S POLICY (06-17-06) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement erected on the Land; iii. the subdivision of land; or iv. environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. b.Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at Date of Policy, but known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or e. resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors’ rights laws, that the transaction vesting the Title as shown in Schedule A, is a. a fraudulent conveyance or fraudulent transfer; or b. a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The above policy form may be issued to afford either Standard Coverage or Extended Coverage. In addition to the above Exclusions from Coverage, the Exceptions from Coverage in a Standard Coverage policy will also include the following Exceptions from Coverage: EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) that arise by reason of: 1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records. 4. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the public records. ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (07-26-10) EXCLUSIONS FROM COVERAGE Order Number: NCS-1158619-ONT1 Page Number: 19 First American Title Insurance Company The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. a. Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to i. the occupancy, use, or enjoyment of the Land; ii. the character, dimensions, or location of any improvement erected on the Land; iii. the subdivision of land; or iv. environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. b. Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 5, 6, 13(c), 13(d), 14 or 16. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters a. created, suffered, assumed, or agreed to by the Insured Claimant; b. not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; c. resulting in no loss or damage to the Insured Claimant; d. attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 28); or e. resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing-business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth-in-lending law. This Exclusion does not modify or limit the coverage provided in Covered Risk 26. 6. Any claim of invalidity, unenforceability or lack of priority of the lien of the Insured Mortgage as to Advances or modifications made after the Insured has Knowledge that the vestee shown in Schedule A is no longer the owner of the estate or interest covered by this policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11. 7. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching subsequent to Date of Policy. This Exclusion does not modify or limit the coverage provided in Covered Risk 11(b) or 25. 8. The failure of the residential structure, or any portion of it, to have been constructed before, on or after Date of Policy in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6. 9. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is a. a fraudulent conveyance or fraudulent transfer, or b. a preferential transfer for any reason not stated in Covered Risk 27(b) of this policy.