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HomeMy WebLinkAboutPA2022-0250_20221027_Preliminary Title Report NOTICE PLEASE BE ADVISED THAT THE DATA AND INFORMATION FROM THE PUBLIC RECORDS CONTAINED HEREIN WILL NEED TO BE UPDATED PRIOR TO CLOSING AS MANY COUNTY FACILITIES ARE CLOSED OR HAVE LIMITED STAFFING AS A RESULT OF THE CORONAVIRUS PANDEMIC. IF THE INFORMATION FROM THE COUNTY IS NOT AVAILABLE THERE WILL BE ADDITIONAL REQUIREMENTS IN ORDER TO CLOSE AND INSURE THIS TRANSACTION. PLEASE CONTACT YOUR LOCAL TITLE OFFICER FOR DETAILS. Order No. 140-2348989-20 Page 1 @ExtractStart@ Orange Coast Title Company 2151 E. Convention Center Way, Suite 102 Ontario, CA 91764 909-987-5433 PRELIMINARY REPORT Bryan Cave Leighton Paisner, LLP 211 North Broadway Ste 3600 Saint Louis, MO 63102 Attention:Kevin Cowling Your no.:601 Newport Center D Property address:601 Newport Center Drive, Newport Beach, CA 92660 Order no.:140-2348989-20 Dated:October 20, 2022 In response to the above referenced application for a policy of title insurance,Orange Coast Title 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 B 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 B. 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 B 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 the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto)is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby.If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. Dated as of October 12, 2022 at 7:30 AM _____________________________________________________ Ranny Harper, Title Officer Email: rannyh@octitle.com Ph: 909-987-5433 Fax: 714-415-7961 Order No. 140-2348989-20 Page 2 The form of policy of title insurance contemplated by this report is: See attached disclosure. Schedule “A” The estate or interest in the land hereinafter described or referred to covered by this report is: A Leasehold Estate as created by that certain lease,upon and subject to the terms,covenants and provisions therein provided,recorded March 26,1976 as Instrument No.28060,in Book 11648 Page 1008,as amended by Amendment to "Short Form Lease",which as recorded September 18, 2019 as Instrument No. 2019-357013 both of Official Records. Dated: 4/26/1978 Term: (not shown) years ending (not shown). Lessor: The Irvine Company, a Delaware corporation Lessee: Carter Hawley Hale Stores, Inc., a California corporation A document which modified said Lease as therein provided was Recorded:April 27,1978 as Instrumnt No.34965 in Book 12650 Page 1387 and re-recorded on June 1,1979 as Instrument No.2299 in Book 13169 Page 1989 both Official Records. Amended by those certian unrecorded documents entitled "Amendment to Lease"dated December 15,1984,Thid Amendment to Ground Lease"dated March 7,2000,"Fourth Amendment to Ground Lease"dated September 7,2006,"Fifth Amendment to Ground Lease" dated July 20, 2012, and "Confirmation of Option Terms Agreeement" dated January 8, 2018. The Lessee's interest under the lease has been assigned to The Neiman-Marcus Group,Inc.,a Delaware corporation,by mesne assignment of record, the last of which recorded December 23, 1988 as Instrument No. 1988-670666 of Official Records. A fee, as to parcel(s) A; an easement, as to parcel(s) B. Title to said estate or interest at the date hereof is vested in: The Neiman-Marcus Group, Inc., a Delaware Corporation The land referred to in this report is situated in the City of Newport Beach,the County of Orange,State of California,and is described as follows: Parcel A: Parcel 1, in the City of Newport Beach, County of Orange, State of California, as shown on a map filed in Book 67, Pages 2 and 3 of Parcel Maps, in the Office of the County Recorder of said County. Parcel B: 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 Parcel a above, all set forth in (a) that certain amendment in its entirety and Restatement of Declaration of Restrictions and establishment of easements recorded March 26, 1976 in book 11684, page 1012 of Official Records of Orange County, California, as amended by that certain first Order No. 140-2348989-20 Page 3 amendment to restated Declaration of Restrictions and Establishment of Easements recorded May 09, 1988 as Instrument No. 88- 213609 of Official Records. Assessor's Parcel Numbers(s): 442-021-13 Order No. 140-2348989-20 Page 4 Schedule “B” At the date hereof exceptions to coverage in addition to the printed exceptions and exclusions contained in said policy form would be as follows: 1 General and Special taxes for the fiscal year 2022-2023, including any assessments collected with current taxes. Total amount $219,960.58 1st installment $109,980.29, open Penalty $10,998.02 (after 12/12/2022) 2nd installment $109,980.29, open Penalty $11,021.02 (after 4/10/2023) Code area 07-041-City of Newport Beach Parcel No.442-021-13 Exemption $none 2 The Lien of future supplemental taxes,if any,assessed pursuant to the provisions of section 75,et seq of the revenue and taxation code of the State of California 3 (A) Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records; Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. (B) Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. (C) Easements, liens or encumbrances, or claims thereof, which are not shown by the public records. (D) Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records (E) (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 (F) Any lien or right to a lien for services, labor or material theretofore or hereafter not shown by the public records. Exceptions A-F will be omitted on extended coverage policies. 4 A perpetual air or flight easement sometimes referred to as avigation rights in and to the air space above those portions of particular planes or imaginary surfaces that overlie said land and other land, as provided in an instrument recorded 3/17/1964 in Book 6965 Page 721, of Official Records. 5 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded:12/24/1968 in Book 8826 Page 750, of Official Records. For :wires, cables, conduits and incidental purposes In favor of :Southern California Edison Company Affects :The location of said easement is set forth therein. 6 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded:12/24/1968 in Book 8826 Page 758, of Official Records. For :wires, cables, conduits and incidental purposes In favor of :Southern California Edison Company Affects :The location of said easement is set forth therein. Order No. 140-2348989-20 Page 5 7 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded:12/27/1973 in Book 11041 Page 762, of Official Records. For :wires, cables, conduits and incidental purposes In favor of :Southern California Edison Company Affects :The location of said easement is set forth therein. 8 Covenants,conditions and restrictions in an instrument recorded 3/26/1976 in Book 11684 Page 1012,Official Records, which provide that a violation thereof shall not defeat or render invalid the lien of any mortgage or Deed of Trust made in good faith and for value,but deleting any covenant,condition,or restriction,if any,indicating a preference,limitation,or discrimination based on race,color,religion,sex,gender,gender identify,gender expression,sexual orientation,familial status,marital status,disability,handicap,veteran or military status,genetic information,national origin,source of income as defined in subdivision (p)of Section 12955,or ancestry,to the extent that such covenants,conditions or restrictions violate applicable state or federal laws.Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. "NOTE:Section 12956.1 (b)(1)of California Government Code provide the following:if this document contains any restriction based on race,color,religion,sex,gender,gender identity,gender expression,sexual orientation,familial status, marital status,disability,veteran or military status,genetic information,national origin,source of income as defined in subdivision (p)of Section 12955,or ancestry,that restriction violates state and federal fair housing laws and is void,and may be removed pursuant to Section 12956.2 of the Government Code.Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." An instrument declaring a modification thereof was recorded 5/9/1988 as Instrument No. 1988-213609, Official Records An easement as set forth in the above document For :Roadways,malls,walkways,access to and from site utilities and for automobile parking and incidental purposes Affects :The location of said easement is set forth therein. 9 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded:7/6/1976 in Book 11801 Page 127, of Official Records. For :wires, cables, conduits and incidental purposes In favor of :Southern California Edison Company Affects :The location of said easement is set forth therein. 10 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded:2/28/1977 in Book 12085 Page 1797, of Official Records. For :water line and incidental purposes In favor of :City of Newport Beach Affects :The location of said easement is set forth therein. 11 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded:7/7/1977 in Book 12280 Page 554, of Official Records. For :ingress, egress and incidental purposes In favor of :Southern California Edison Company Affects :The location of said easement is set forth therein. 12 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded:7/7/1977 in Book 12280 Page 575, of Official Records. For :wires, cables, conduits and incidental purposes In favor of :Southern California Edison Company Affects :The location of said easement is set forth therein. Order No. 140-2348989-20 Page 6 13 Covenants,conditions and restrictions in an instrument recorded 4/19/1979 in Book 13111 Page 430,Official Records,but deleting any covenant,condition,or restriction,if any,indicating a preference,limitation,or discrimination based on race, color,religion,sex,gender,gender identify,gender expression,sexual orientation,familial status,marital status,disability, handicap,veteran or military status,genetic information,national origin,source of income as defined in subdivision (p)of Section 12955,or ancestry,to the extent that such covenants,conditions or restrictions violate applicable state or federal laws.Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status. "NOTE:Section 12956.1 (b)(1)of California Government Code provide the following:if this document contains any restriction based on race,color,religion,sex,gender,gender identity,gender expression,sexual orientation,familial status, marital status,disability,veteran or military status,genetic information,national origin,source of income as defined in subdivision (p)of Section 12955,or ancestry,that restriction violates state and federal fair housing laws and is void,and may be removed pursuant to Section 12956.2 of the Government Code.Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." An easement as set forth in the above document For :Motor vehicle and pedestrian passage and motor vehicle parking and incidental purposes Affects :The location of said easement is set forth therein. 14 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded:1/24/1984 as Instrument No. 1984-33254, of Official Records. For :construction and incidental purposes In favor of :City of Newport Beach Affects :The location of said easement is set forth therein. 15 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded:3/7/1985 as Instrument No. 1985-79680, of Official Records. For :wires, cables, conduits and incidental purposes In favor of :Southern California Edison Company Affects :The location of said easement is set forth therein. 16 An easement for public utilities as shown on the map of said tract affects: a portion of said land recorded in Book 239 Page 28 of Maps. 17 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded:10/15/1986 as Instrument No. 1986-486266, of Official Records. For :wires, cables, conduits and incidental purposes In favor of :Southern California Edison Company Affects :The location of said easement is set forth therein. 18 Easement(s) for the purpose(s) shown below and rights incidental thereto, as delineated on or as offered for dedication on Parcel Map No. 86-399, in Book 221, Pages 30 through 36 inclusive of Parcel Maps Purpose: Public utilities Affects: As shown on said map 19 An easement for utilities and incidental purposes thereto as dedicated and delineated on the parcel map recorded in Book 221 Page 30. 20 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded:12/7/1987 as Instrument No. 1987-675966, of Official Records. For :traffic signal maintenance and incidental purposes In favor of :City of Newport Beach Affects :The location of said easement is set forth therein. Order No. 140-2348989-20 Page 7 21 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded:12/10/1987 as Instrument No. 1987-683713, of Official Records. For :underground electrical supply systems and communication systems and incidental purposes In favor of :Southern California Edison Company Affects :The location of said easement is set forth therein. 22 An easement for purposes herein stated, and rights incidental thereto as provided in an instrument Recorded:9/3/1992 as Instrument No. 1992-593905, of Official Records. For :utilities and incidental purposes In favor of :Southern California Edison Company Affects :The location of said easement is set forth therein. 23 An instrument, upon the terms and conditions contained therein Entitled:Zoning Implementation and Public Benefit Agreement Dated:1/18/2008 Executed by and between:City of Newport Beach and The Irvine Company LLC Recorded:2/4/2008, as Instrument No. 2008-51429 of Official Records 24 An instrument, upon the terms and conditions contained therein Entitled:Memorandum Providing Notice of the Effective Date for Development Agreement No. DA2007-002 Recorded:6/24/2008, as Instrument No. 2008-302542, Official Records 25 Matters, rights or boundary discrepancies that may exist or be disclosed by a Record of Survey filed in Book 266 Page 25, in the office of the County Recorder of said County. 26 Any facts,rights,interest or claims which are not shown by the public records but which could be ascertained by making inquiry of the lessor(s) in the lease or leases described or referred to herein. 27 The effect of any failure to comply with the terms,covenants and provisions of the lease or leases described or referred to herein. 28 An instrument, upon the terms and conditions contained therein Entitled:Declaration of Special Land Use Restriction Recorded:6/30/1992, as Instrument No. 1992-441042, Official Records An instrument, upon the terms and conditions contained therein Entitled:Amended and Restation Declaration of Special Land Use Restrictions Recorded:9/6/1994, as Instrument No. 1994-543334, Official Records 29 An instrument, upon the terms and conditions contained therein Entitled:Non-Disturbance and Attornment Agreement Recorded:4/9/1998, as Instrument No. 1998-209817, Official Records Said matter affects the herein described land and other land. 30 An instrument, upon the terms and conditions contained therein Entitled:Non-Disturbance and Attornment Agreement Recorded:4/9/1998, as Instrument No. 1998-209818, Official Records Said matter affects the herein described land and other land. 31 A Deed of Trust to secure the indebtedness of Amount:$379,000,000.00 Trustor:The Irvine Company LLC, a Delaware Limited Liability Company Trustee:American Securities Company, a California Corporation Beneficiary:Wells Fargo Bank, National Association Dated:8/29/2013 Recorded:8/29/2013 as Instrument No. 2013-510681 of Official Records Order No. 140-2348989-20 Page 8 Said matter affects the herein described land and other land. An agreement modifying said Deed of Trust was recorded 2/5/2016, as Instrument No. 2016-50779, of Official Records Dated:2/5/2016 Executed by:Wells Fargo Bank, National Association 32 An unrecorded Lease, upon the terms, covenants and conditions therein provided, disclosed by Lease (Short Form- Memorandum) Dated:6/7/2002 Lessor:The Irvine Company, a Delaware Corporation Lessee:Red Robin International,Inc.,a Nevada Corporation,d.b.a.Red Robin America's Gourmet Burgers and Spirits Term:as provided therein Recorded:6/7/2002 as Instrument No. 2002-480563, Official Records. Said matter affects the herein described land and other land. 33 An unrecorded Lease, upon the terms, covenants and conditions therein provided, disclosed by Lease (Short Form- Memorandum) Dated:7/9/2007 Lessor:The Irvine Company, LLC, a Delaware Limited Liability Company Lessee:Chick's Sporting Goods, Inc., a California Corporation Term:as provided therein Recorded:8/21/2007 as Instrument No. 2007-519685, Official Records. Said matter affects the herein described land and other land. 34 An instrument, upon the terms and conditions contained therein Entitled:Zoning Implementation and Public Benefit Agreement Dated:1/18/2008 Executed by and between:City of Newport Beach and The Irvine Company Recorded:2/4/2008, as Instrument No. 2008-51429 of Official Records 35 An instrument, upon the terms and conditions contained therein Entitled:Memorandum Providing Notice of the Effective Date for Development Agreement No. DA2007-002 Recorded:6/24/2008, as Instrument No. 2008-302542, Official Records 36 The effect of the following: An instrument, upon the terms and conditions contained therein Entitled:Lot Line Adjustment LA 2012-003 Recorded:8/31/2012, as Instrument No. 2012-5076666, Official Records 37 An unrecorded Lease, upon the terms, covenants and conditions therein provided, disclosed by Subordination, Non- Disturbance and Attornment Agreement (Lease to Deed of Trust) Dated:8/29/2013 Lessor:The Irvine Company LLC, fka the Irvine Company, a Delaware Limited Liability Company Lessee:Floomingdale's, Inc., an Ohio Corporation Term:as provided therein Recorded:8/29/2013 as Instrument No. 2013-510682, Official Records. Said matter affects the herein described land and other land. Order No. 140-2348989-20 Page 9 38 An unrecorded Lease, upon the terms, covenants and conditions therein provided, disclosed by Subordination, Non- Disturbance and Attornment Agreement (Lease to Deed of Trust) Dated:8/29/2013 Lessor:The Irvine Company LLC, fka the Irvine Company, a Delaware Limited Liability Company Lessee:Bloomingdale's, Inc., an Ohio Corporation Term:as provided therein Recorded:8/29/2013 as Instrument No. 2013-510683, Official Records. Said matter affects the herein described land and other land. 39 An unrecorded Lease, upon the terms, covenants and conditions therein provided, disclosed by Subordination, Non- Disturbance and Attornment Agreement (Lease to Deed of Trust) Dated:8/29/2013 Lessor:The Irvine Company LLC,a Delaware Limited Liability Company,successor-in interest to The Irvine Company, a West Virginia Corporation Lessee:Macy's West Stores,Inc.,an Ohio Corporation,successor-in-interest to Adcor Realty Corporation, a New York Corporation Term:as provided therein Recorded:8/29/2013 as Instrument No. 2013-510684, Official Records. Said matter affects the herein described land and other land. 40 An unrecorded Lease, upon the terms, covenants and conditions therein provided, disclosed by Subordination Agreement; Acknowledgment of Lease Assignment, Estoppel, Attornment and Non-Disturbance Agreement (Lease to Deed of Trust) Dated:8/19/2013 Lessor:The Irvine Company LLC, a Delaware Limited Liability Company Lessee:Mrs. Gooch's Natural Food Markets, Inc., a California Corporation Term:as provided therein Recorded:8/29/2013 as Instrument No. 2013-510685, Official Records. Said matter affects the herein described land and other land. 41 An unrecorded Lease, upon the terms, covenants and conditions therein provided, disclosed by Subordination, Non- Disturbance and Attornment Agreement Dated:8/29/2013 Lessor:The Irvine Company LLC, a Delaware Limited Liability Company Lessee:Nordstrom, Inc., a Washington Corporation Term:as provided therein Recorded:8/29/2013 as Instrument No. 2013-510686, Official Records. Said matter affects the herein described land and other land. 42 An unrecorded Lease, upon the terms, covenants and conditions therein provided, disclosed by Subordination Agreement; Acknowledgment of Lease Assignment, Estoppel, Attornment and Non-Disturbance Agreement (Lease to Deed of Trust) Dated:8/29/2013 Lessor:The Irvine Company LLC, a Delaware Limited Liability Company Lessee:The Neiman Marcus Group,Inc.,a Delaware Corporation,doing business as Neiman Marcus, successor-in-interest to Carter Hawley Hale Stores, Inc., a California Corporation Term:as provided therein Recorded:8/29/2013 as Instrument No. 2013-510687, Official Records. Said matter affects the herein described land and other land. Order No. 140-2348989-20 Page 10 43 An unrecorded Lease, upon the terms, covenants and conditions therein provided, disclosed by Subordination Agreement; Acknowledgment of Lease Assignment, Attornment and Non-Disturbance Agreement (Lease to Security Instrument) Dated:2/19/2019 Lessor:The Irvine Company, LLC, a Delaware Limited Liability Company Lessee:Warby Parker Retail, Inc., a Delaware Corporation Term:as provided therein Recorded:3/11/2019 as Instrument No. 2019-75436, Official Records. Said matter affects the herein described land and other land. 44 An unrecorded Lease, upon the terms, covenants and conditions therein provided, disclosed by Subordination Agreement; Acknowledgment of Lease Assignment, Estoppel, Attornment and Non-Disturbance Agreement (Lease to Deed of Trust) Dated:10/28/2021 Lessor:The Irvine Company, LLC, a Delaware Limited Liability Company Lessee:Ocean 48 Newport Beach, LLC, an Arizona Limited Liability Company Term:as provided therein Recorded:11/2/2021 as Instrument No. 2021-663482, Official Records. Said matter affects the herein described land and other land. 45 An unrecorded Lease, upon the terms, covenants and conditions therein provided, disclosed by Subordination Agreement; Acknowledgment of Lease Assignment, Estoppel, Attornment and Non-Disturbance Agreement (Lease to Security Instrument) Dated:11/4/2021 Lessor:The Irvine Company, LLC, a Delaware Limited Liability Company Lessee:Restoration Hardware, Inc., a Delaware Corporation Term:as provided therein Recorded:11/12/2021 as Instrument No. 2021-697238, Official Records. Said matter affects the herein described land and other land. 46 A Deed of Trust to secure the indebtedness of Amount:$1,100,000,000.00 Trustor:The Neiman Marcus Group LLC, a Delaware Limited Liability Company (f/k/a The Neiman Marcus Group, Inc.) Trustee:Fidelity National Title Company, a California Corporation Beneficiary:Wilmington Trust, National Association Dated:9/8/2021 Recorded:9/13/2021 as Instrument No. 2021-569173 of Official Records 47 Prior to closing this transaction we require the attached "Owner's Affidavit" be completed and returned to this office. The completed "Owner's Affidavit" will have to be reviewed and approved by Underwriting prior to the issuance of any Title Policy. 48 Rights of parties in possession of said land by reason of unrecorded leases,if any.Please forward said leases for our examination. 49 Any facts,rights,interest or claims which may be shown by an inspection of the land or which may be disclosed by inquiry of persons in possession of said land. 50 Before issuing its policy of title insurance,this company will require evidence,satisfactory to the company,that The Neiman-Marc us Group, Inc., a Delaware Corporation: (a) Is validly formed on the date when documents in this transaction are to be signed; and (b) Is in good standing and authorized to do business in the state or country where the corporation was formed. End of Schedule B Order No. 140-2348989-20 Page 11 Order No. 140-2348989-20 Page 12 “NOTES AND REQUIREMENTS SECTION” BUILDER SERVICES NOTE NO. 1 AFFILIATED BUSINESS ARRANGEMENT DISCLOSURE STATEMENT NOTICE This is to give you notice that Orange Coast Title Company owns an interest in Real Advantage Title Insurance Company. This underwriter may be chosen by Orange Coast Title Company and this referral may provide Orange Coast Title Company a financial or other benefit. You are NOT required to use the listed provider as a condition for settlement of your loan or purchase, sale or refinance of the subject property and you have the opportunity to select any of the Orange Coast Title Company title insurance underwriters for your transaction. THERE ARE FREQUENTLY OTHER SETTLEMENT SERVICE PROVIDERS AVAILABLE WITH SIMILAR SERVICES. YOU ARE FREE TO SHOP AROUND TO DETERMINE THAT YOU ARE RECEIVING THE BEST SERVICES AND THE BEST RATE FOR THESE SERVICES Notes section continued on next page… Order No. 140-2348989-20 Page 13 NOTE NO. 2 California Revenue and Taxation Code Section 18662,effective January 1,1994 and by amendment effective January 1,2003, provides that the buyer in all sales of California Real Estate may be required to withhold 3 and 1/3%of the total sales price as California State Income Tax, subject to the various provisions of the law as therein contained. NOTE NO. 3 PAYOFF INFORMATION: Note: this company does require current beneficiary demands prior to closing. If the demand is expired and a correct demand cannot be obtained, our requirements will be as follows: A.If this company accepts a verbal update on the demand,we may hold an amount equal to one monthly mortgage payment. The amount of this hold will be over and above the verbal hold the lender may have stipulated. B.If this company cannot obtain a verbal update on the demand,will either pay off the expired demand or wait for the amended demand, at the discretion of the escrow. C.In the event that a payoff is being made to a servicing agent for the beneficiary,this company will require a complete copy of the servicing agreement prior to close. NOTE NO. 4 If this company is requested to disburse funds in connection with this transaction,chapter 598,statutes of 1989 mandates hold periods for checks deposited to escrow or sub-escrow accounts.The mandatory hold is one business day after the day deposited.Other checks require a hold period from three to seven business days after the day deposited. Notice Regarding Your Deposit of Funds California Insurance Code Sections 12413 et.Seq.Regulates the disbursement of escrow and sub-escrow funds by title companies. The law requires that funds be deposited in the title company escrow and sub-escrow accounts and be available for withdrawal prior to disbursement.Funds deposited with the Company by wire transfer may be disbursed upon receipt.Funds deposited with the Company via cashier’s checks drawn on a California based bank may be disbursed the next business day after the day of deposit.If funds are deposited with by other methods,recording or disbursement may be delayed.All escrow and sub-escrow funds received by the Company will be deposited with other funds in one or more non-interest bearing escrow accounts of the Company in a financial institution selected by the Company.The Company and/or its parent company may receive certain direct or indirect benefits from the financial institution by reason of the deposit of such funds or the maintenance of such accounts with the financial institution,and the Company shall have no obligation to account to the depositing party in any manner for the value of,or to pay such party,any benefit received by the Company and/or its parent Company.Those benefits may include,without limitation,credits allowed by such financial institution on loans to the Company and/or its parent company and earnings on investments made on the proceeds of such loans,accounting,reporting and other services and products of such financial institution.Such benefits shall be deemed additional compensation of the Company for its services in connection with the escrow or sub-escrow. Order No. 140-2348989-20 Page 14 Orange Coast Title Company 2151 E. Convention Center Way, Suite 102 Ontario, CA 91764 909-987-5433 Attention: Borrower:The Neiman Marcus Group LLC Lenders supplemental report The above numbered report (including any supplements or amendments thereto)is hereby modified and/or supplemented in order to reflect the following additional items relating to the issuance of an Title Report Only-No Title Insurance Contemplated form as follows: A.This report is preparatory to this issuance of an American Land Title Association loan policy of title insurance.This report discloses nothing,which would preclude the issuance of said American land title association loan policy of title insurance with endorsement no. 100 attached thereto. B.The improvements on said land are designated as: A commercial property known as 601 Newport Center Drive, in the City of Newport Beach, County of Orange, State of California. C.Our search of the public records revealed conveyance(s) affecting said land recorded within 24 months of the date of this report are as follows: None. Order No. 140-2348989-20 Page 15 Attention Please note that this preliminary report now has an extra copy of the legal description on a separate sheet of paper.There are no markings on the page.The idea is to provide you with a legal description that can be attached to other documents as needed.That legal description page immediately follows this page. Thank you for your support of Orange Coast Title Company. We hope that this makes your job a little easier. Order No. 140-2348989-20 Page 16 Exhibit “A” Parcel A: Parcel 1, in the City of Newport Beach, County of Orange, State of California, as shown on a map filed in Book 67, Pages 2 and 3 of Parcel Maps, in the Office of the County Recorder of said County. Parcel B: 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 Parcel a above, all set forth in (a) that certain amendment in its entirety and Restatement of Declaration of Restrictions and establishment of easements 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 recorded May 09, 1988 as Instrument No. 88- 213609 of Official Records. Order No. 140-2348989-20 Page 17 CLTA Preliminary Report Form – Exhibit B (06-03-11) CLTA STANDARD COVERAGE POLICY – 1990 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1.(a)Any law,ordinance or governmental regulation (includingbut not limited to buildingor zoning laws,ordinances,or regulations)restricting,regulating,prohibitingor relating (i)the occupancy,use,or enjoyment oftheland;(ii)thecharacter,dimensions orlocationof any improvementnowor hereafter erected on the land;(iii)a separation in ownershipor achange in the dimensions orarea of the land or any parcel ofwhich the land is orwasapart;or (iv)environmental protection,orthe effect of anyviolation of these laws,ordinances or governmental regulations,except to the extent that a notice of the enforcement thereof or a notice of a defect,lien,orencumbranceresultingfromaviolationorallegedviolationaffectingthelandhasbeenrecordedinthepublicrecordsatDateofPolicy.(b)Any governmentalpolicepower notexcluded by(a)above,except totheextent thata notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2.Rights ofeminentdomain unlessnotice ofthe exercisethereof hasbeenrecorded in the publicrecords atDateof Policy,but not excluding fromcoverageany takingwhichhas occurred prior to Date ofPolicywhichwouldbe binding on the rights of a purchaser for value without knowledge. 3.Defects,liens,encumbrances,adverseclaims or other matters:(a)whether or notrecorded inthe publicrecords at Date of Policy,but created,suffered,assumedor agreed toby the insuredclaimant;(b)not known to theCompany,notrecorded in the public records at Date ofPolicy,butknowntotheinsured claimant andnot disclosedin writing to the Company bytheinsured claimant priorto the date the insuredclaimant became an insured under this policy;(c)resulting in no lossor damagetotheinsuredclaimant;(d)attachingor created subsequent toDate ofPolicy;or (e)resultinginlossor damagewhichwould not have been sustained if the insured claimanthad paid value for the insured mortgage or for the estate or interest insured by this policy. 4.Unenforceability of the lienof the insuredmortgage becauseof the inabilityor failureof the insuredatDateof Policy,ortheinability orfailure ofany subsequent owner oftheindebtedness,to comply with the applicabledoing business laws of the state in which the land is situated. 5.Invalidity orunenforceabilityof the lien oftheinsured mortgage,or claim thereof,which arises outof the transaction evidenced by the insured mortgageand isbased uponusuryor anyconsumercredit protection ortruthin lending law. 6. Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws. EXCEPTIONS FROM COVERAGE - SCHEDULE B, PART IThis policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of:1.Taxesor assessmentswhich are not shown asexisting liens bytherecordsof anytaxing authority thatlevies taxes orassessments onreal property orby the publicrecords.Proceedingsby apublic agencywhichmayresultin taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records.2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of the land or which may be asserted by persons in possession thereof. 3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records.4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5.(a)Unpatented miningclaims;(b)reservationsor exceptions inpatents orinActs authorizing the issuancethereof;(c)water rights,claims ortitle towater,whetheror not the mattersexcepted under(a),(b)or (c)are shownby the public records. 6. Any lien or right to a lien for services, labor or material not shown by the public records. 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, b. zoning, c.land use d. improvements on the Land, e.land division; and ,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 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. The deductible amounts and maximum dollar limits shown on Schedule A are as follows: Your Deductible Amount Our Maximum Dollar Limit of Liability Covered Risk 16:1 % of Policy Amount shown in Schedule A or $ 2,500 (whichever is less)$ 10,000 Covered Risk 18:1 % of Policy Amount shown in Schedule A or $ 5,000 (whichever is less)$ 25,000 Covered Risk 19:1 % of Policy Amount shown in Schedule A or $ 5,000 (whichever is less)$ 25,000 Covered Risk 21:1 % of Policy Amount shown in Schedule A or $ 2,500 (whichever is less)$ 5,000 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: * land use * improvements on the land * land division * environmental protection. This exclusion does not apply to violations or the enforcement of these matters which appear in the public records at Policy Date. This exclusion does not limit the zoning coverage described in Items 12 and 13 of Covered Title Risks. 2. The right to take the land by condemning it, unless: *a notice of exercising the right appears in the public records *on the Policy Date *the taking happened prior to the Policy Date and is binding on you if you bought the land without knowing of the taking 3. Title Risks: *that are created, allowed, or agreed to by you *that are known to you, but not to us, on the Policy Date -- unless they appeared in the public records *that result in no loss to you *that first affect your title after the Policy Date -- this does not limit the labor and material lien coverage in Item 8 of Covered Title Risks 4. Failure to pay value for your title. 5. Lack of a right: *to any land outside the area specifically described and referred to in Item 3 of Schedule A OR *in streets, alleys, or waterways that touch your land. This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. 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 which arise by reason of: 1. (a) Any law, ordinance 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. 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 in which 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): 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 which 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. 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: Order No. 140-2348989-20 Page 18 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 theoperation of federalbankruptcy,state insolvency,or similar creditors’rights laws,that the transaction vesting the Titleas 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.Anylien ontheTitle for real estatetaxes or assessments imposed bygovernmental authority andcreated or attaching betweenDateof Policy and the dateof recordingof thedeedor other instrument oftransferinthePublic Records that vests Title as shown in Schedule A. The above policy form may be issuedto affordeither Standard Coverage or Extended Coverage.In additionto the above Exclusionsfrom Coverage,the Exceptions from Coverage ina 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 that are not shown by the Public Records. 5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records. 6. Any lien or right to a lien for services, labor or material not shown by the public records. ALTA EXPANDED COVERAGE RESIDENTIAL LOAN POLICY (07-26-10) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys fees or expenses which arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including but not limited 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 the 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 Risks 5, 6, 13(c), 13(d), 14, and 16.(b) Any governmental police power. This Exclusion 1(b)does not modify or limit the coverage provided under Covered Risks 5, 6, 13(c), 13(b), 14, and 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 Risks 11, 16, 17, 18, 19, 20, 21, 22, 23, 24, 27 or 26); or (e)resulting in loss or damage which would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of the Insured to comply with applicable doing-business laws of the state in which 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 in accordance with applicable building codes. This Exclusion does not modify or limit the coverage provided in Covered Risk 5 or 6.. 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. Order No. 140-2348989-20 Page 19 Orange Coast Title Company PRIVACY POLICY We Are Committed to Safeguarding Customer Information In order to better serve your needs now and in the future,we may ask you to provide us with certain information.We understand that you may be concerned about what we will do with such information –particularly any personal or financial information.We agree that you have a right to know how we will utilize the personal information that you provide to us.Therefore,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. 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 we receive from providers of services to us,such as appraisers,appraisal management companies,real estate agents and brokers and insurance agencies (this may include the appraised value,purchase price and other details about the property that is the subject of your transaction with us). Information about your transactions with us, our Affiliated Companies, or others; and Information we receive from a consumer reporting agency. Your California Rights (immediately following this Privacy Policy) or you may visit our website at https://www.titleadvantage.com/privacypolicy.htm or call toll-free at (866) 241-7373. Only applies to CA residents Use of Information We request information from you for our own legitimate business purposes and not for 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. 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.We currently maintain physical,electronic,and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. Other Important Information We reserve the right to modify or supplement this Privacy Policy at any time.If our Privacy Policy changes,we will provide the new Privacy Policy before the new policy becomes effective. Last Revision 12/26/2019 Effective on 1/01/2020 Order No. 140-2348989-20 Page 20 Your California Rights If you are a California resident, you may have certain rights under California law, including but not limited to the California Consumer Privacy Act ("CCPA"). All phrases used herein shall have the same meaning as those phrases used under relevant California law, including but not limited to the CCPA. Right to Know You have the right to know: The categories of personal information we have collected about or from you; The categories of sources from which we collected your personal information; The business or commercial purpose for collecting or sharing your personal information; The categories of third parties with whom we have shared your personal information; and The specific pieces of your personal information we have collected. Process to Submit a Request. To submit a verified request for this information you may visit our website at https://www.titleadvantage.com/privacypolicy.htm or call toll-free at (866) 241-7373. You may also designate an authorized agent to submit a request on your behalf by visiting our website https://www.titleadvantage.com/privacypolicy.htm or calling toll-free at (866) 241-7373 and then also submitting written proof of such authorization via e-mail to dataprivacy@octitle.com. Verification Method. In order to ensure your personal information is not disclosed to unauthorized parties, and to protect against fraud, we will verify your identity before responding to your request. To verify your identity, we will generally match the identifying information provided in your request with the information we have on file about you. Depending on the sensitivity of the personal information requested, we may also utilize more stringent verification methods to verify your identity, including but not limited to requesting additional information from you and/or requiring you to sign a declaration under penalty of perjury. Right of Deletion You have a right to request that we delete the personal information we have collected from or about you. Process to Submit a Request. To submit a verified request to delete you information you may visit our website at https://www.titleadvantage.com/privacypolicy.htm or call toll-free at (866) 241-7373. You may also designate an authorized agent to submit a request on your behalf by clicking here or calling toll-free at (866) 241-7373 and then also submitting written proof of such authorization via e-mail to dataprivacy@octitle.com. Verification Method. In order to ensure we do not inadvertently delete your personal information based on a fraudulent request, we will verify your identity before we respond to your request. To verify your identity, we will generally match the identifying information provided in your request with the information we have on file about you. Depending on the sensitivity of the personal information requested to be deleted, we may also utilize more stringent verification methods to verify your identity, including but not limited to requesting additional information from you and/or requiring you to sign a declaration under penalty of perjury. Right to Opt-Out We do not sell your personal information to third parties, and do not plan to do so in the future. Right of Non-Discrimination You have a right to exercise your rights under the CCPA without suffering discrimination. Accordingly, OC Title & family of Companies will not discriminate against you in any way if you choose to exercise your rights under the CCPA. California Minors If you are a California resident under the age of 18, California Business and Professions Code § 22581 permits you to request and obtain removal of content or information you have publicly posted on any of our Applications or Websites. To make such a request, please send an email with a detailed description of the specific content or information to dataprivacy@octitle.com. Please be aware that such a request does not ensure complete or comprehensive removal of the content or information you have posted and there may be circumstances in which the law does not require or allow removal even if requested. Collection Notice The following is a list of the categories of personal information we may have collected about California residents in the twelve months preceding the date this Privacy Notice was last updated, including the business or commercial purpose for said collection, the Order No. 140-2348989-20 Page 21 categories of sources from which we may have collected the personal information, and the categories of third parties with whom we may have shared the personal information: Categories of Personal Information Collected The categories of personal information we have collected include, but may not be limited to: real name Signature Alias SSN physical characteristics or description, including protected characteristics under federal or state law address telephone number passport number driver's license number state identification card number IP address policy number file number employment history bank account number credit card number debit card number financial account numbers commercial information professional or employment information Categories of Sources Categories of sources from which we've collected personal information include, but may not be limited to: the consumer directly public records governmental entities non-affiliated third parties affiliated third parties Business Purpose for Collection The business purposes for which we've collected personal information include, but may not be limited to: completing a transaction for our Products verifying eligibility for employment facilitating employment performing services on behalf of affiliated and non-affiliated third parties protecting against malicious, deceptive, fraudulent, or illegal activity Categories of Third Parties Shared The categories of third parties with whom we've shared personal information include, but may not be limited to: service providers government entities operating systems and platforms non-affiliated third parties affiliated third parties Sale Notice We have not sold the personal information of California residents to any third party in the twelve months preceding the date this Privacy Notice was last updated, and we have no plans to sell such information in the future. We also do not, and will not sell the personal information of minors under sixteen years of age without affirmative authorization. Disclosure Notice The following is a list of the categories of personal information of California residents we may have disclosed for a business purpose in the twelve months preceding the date this Privacy Notice was last updated. real name Signature Alias SSN physical characteristics or description, including protected characteristics under federal or state law telephone number passport number driver's license number state identification card number IP address policy number file number bank account number credit card number debit card number financial account numbers commercial information professional or employment information Order No. 140-2348989-20 Page 22 address employment history If you have any questions and/or comments you may contact us: Call Us at our toll free number (866) 241-7373 Email Us at dataprivacy@octitle.com Mail: Orange Coast Title Attn: Privacy Officer 1551 N. Tustin Ave., Ste. 300 Santa Ana, CA 92705 Effective on 1/1/2019 Revised on 12/23/2019 \actEnd@ Order No. 140-2348989-20 Page 23 Orange Coast Title Company 2151 E. Convention Center Way, Suite 102 Ontario, CA 91764 909-987-5433 OWNER’S AFFIDAVIT State of California }S.S.Order No.: 140-2348989-20 County of ___________________ The undersigned, ________________________________________________________________________________, (owner’s name) being first duly sworn, depose and say as follows: 1.That the undersigned is/are the owner(s) of certain real property situated in the City of Newport Beach, County of Orange and State of California, commonly known as 601 Newport Center Drive and more particularly described in Schedule “A” attached hereto (the “Property”): 2.That within the last ninety (90) days, including the date hereof, no person, firm or corporation has furnished any labor, services or materials in connection with the construction or repair of any buildings, fixtures or improvements on the Property, EXCEPT (if work has been performed or materials furnished within the last (90) days, please explain fully and state whether payment for the same has been made in full): _________________________________________________________. 3.That there are no present tenants, lessees or other parties in possession or who have a right to possession of said Property, EXCEPT: (if none, state “None”) __________________________________________________________________________. 4.That the undersigned has/have no knowledge of any taxes or special assessments which are not shown as existing liens by the public records other than as follows: ________________________________________________________________________. 5.That the taxes for Installment ___ of fiscal year ______ are paid. Installment ___ of fiscal year ______ is not yet due. 6.That the undersigned has/have no knowledge of, nor has/have the undersigned created, any violations of any covenants, restrictions, agreements, conditions or zoning ordinances affecting the Property. 7.That Property is free of all liens, taxes, encumbrances and claims of every kind, nature and description whatsoever, except for the following mortgages or deeds of trust; _______________________________________________________________________ and except for real estate and personal property taxes for Installment ___ of fiscal year ______ and subsequent years. 8.That there are no mechanic’s, materialmen’s or laborer’s liens against the above described Property, nor is any party entitled to assert any mechanic’s, materialmen’s or laborer’s liens against the Property. 9.That there are no unrecorded leases or agreements affecting the Property, other than the Agreement of Sale between the undersigned and ____________________________________________ as purchasers of the Property dated _______________. 10.That there are no open, unexercised options to purchase or rights of first refusal to purchase the Property. 11.That no judgment or decree has been entered in any court of this State or the United States against the undersigned and which remain unsatisfied, EXCEPT ______________________________________________________________________________. 12.The undersigned further state(s) that he/she/they are each familiar with the nature of an oath; and with the penalties under the laws of the state for making false statements in any instruments of this nature. The undersigned further certify(ies) that they have read, this affidavit, or have had it read to them, and understand its context. 13.That I/WE have made this Affidavit for the purpose of inducing Orange Coast Title Company to issue one or more policy(ies) of title insurance insuring interests in the Property, and that said title company is relying on the statements set forth in this Affidavit in issuing said policies, free and harmless from and against any and all actions, causes, of action, loss, cost, expense, or damages that may be brought against or suffered or incurred by Orange Coast Title Company or its underwriters, in relying Order No. 140-2348989-20 Page 24 on the truth and accuracy of the statements contained herein. By: Name: By: Name: A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. State of California }S.S.County of _______________ On _______________________________, before me, ___________________________________________________________, personally appeared _______________________________________________________________________________________ _______________________________________________________________________________________________________ who 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 this instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS MY HAND and OFFICIAL SEAL Signature: ____________________________ (Notary Seal) Order No. 140-2348989-20 Page 25 Exhibit “A” Parcel A: Parcel 1, in the City of Newport Beach, County of Orange, State of California, as shown on a map filed in Book 67, Pages 2 and 3 of Parcel Maps, in the Office of the County Recorder of said County. Parcel B: 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 Parcel a above, all set forth in (a) that certain amendment in its entirety and Restatement of Declaration of Restrictions and establishment of easements 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 recorded May 09, 1988 as Instrument No. 88- 213609 of Official Records. Order No. 140-2348989-20 Page 26 Orange Coast Title Company 2151 E. Convention Center Way, Suite 102 Ontario, CA 91764 909-987-5433 DECLARATION OF OCCUPANCY (Loan Transaction) The undersigned, _________________________________________________________________________, (owner’s name) depose(s) and say(s) as follows: 1.The undersigned is/are the owner(s) of certain real property situated in the City of Newport Beach, County of Orange and State of California, commonly known as 601 Newport Center Drive, herein referred to as “Property”: 2.The undersigned is/are obtaining a loan from ________________________________________________ to be secured by a Deed of Trust against the Property, which is the subject of this transaction. 3.The undersigned currently occupy the Property as the undersigned’s principal address, and intend to continue to occupy the same as the undersigned’s principal residence following the close of this transaction. 4.The undersigned understand(s) that Orange Coast Title Company is relying on this information in calculating the recording fees for all real estate instruments, papers, and notices recorded in connection with this transaction in accordance with California Government Code §27388.1(a)(2). 5.The undersigned agree(s) to indemnify and hold Orange Coast Title Company harmless from and against, and to pay any additional recording fees and/or penalties arising out of, or in connection with, the inaccuracy of the information set forth herein. The undersigned declare(s) under penalty of perjury under the laws of the State of California that the foregoing is true and correct, and that this Declaration was executed on _____________, at ______________________, ___________. By:By: Name:Name: