Loading...
HomeMy WebLinkAboutC-7755-2 - Partial Assignment and Assumption of Development Agreement (2014-003 Concerning Newport Airport Village (4341,4361 Birch Street, and 4501 Birch Street, 4320, 4340, 4360, 4400, 4540, 4500, 4520, 4570, 4600, and 4630 Campus Drive, 4525, 4533...10/22/24, 2:39 PM Batch 18217200 Confirmation RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Newport Beach Office of the City Clerk 100 Civic Center Drive Newport Beach, CA 92660 WITH A COPY TO: The Picerne Group 5000 Birch St, Suite 600 Newport Beach, CA 92660 A= Satish Lion Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder IIIIII 111111111111111111111111111111111111111111111111 II II I II 85.00 *$ R 0 0 1 5 2 1 3 2 2 7 $ * 20240002751721:47 pm 10122/24 90 CRSC06 A31 27 0.00 0.00 0.00 0.00 78.00 0.00 0.000.000.00 0.00 (Space Above for Recorder's Use) PARTIAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT ("Partial Assignment") is made and entered into as of September. , 2024 (the "Effective Date"), by and between JRSM, LLC, a Nevada limited liability company ("Assignor"), and TPG JS (MacArthur -Campus) Owner, LLC, a Delaware limited liability company ("Assignee"). (Assignor and Assignee shall each be referred to herein as a "Party," and collectively as the "Parties.") RECITALS A. On September 22, 2020, the City of Newport Beach ("City") City Council adopted the Development Plan of certain real property located in the City of Newport Beach, County of Orange, State of California, which is more particularly described in Exhibit A attached hereto and incorporated herein by reference (the "Property"), and which is commonly known as the Newport Airport Village Planned Community including but not limited to, a General Plan amendment, Zoning Code amendment, Planned Community Development Plan, and a development agreement (the "Project"). B. The Project is divided into the following two planning areas, which are more particularly depicted on Exhibit B attached hereto (each, a "Planning Area"): (i) Planning Area 1, which is a 6.16 net acre site that will allow up to 329 residential units (exclusive of density bonus units) ("Planning Area 1"); and (ii) Planning Area 2, which is a 9.32 acre site that will allow up to 297,572 square feet of commercial development ("Planning Area 2"). C. Assignor is "Developer" under that certain Development Agreement No. DA2014-003 between the City and JRSM, LLC, recorded on January 20, 2021, as Instrument No. 2021000039043 in the Official Records of the County Recorder of Orange County, California ("Development Agreement"), which provides Assignor with vested rights to develop the Project. D. Assignor sold and conveyed its right, interest and title to certain real property located within Planning Area 1 to Assignee, which is more particularly described on Exhibit C attached hereto (the' "Assignee Property"), 'pursuant to that certain Grant Deed recorded on October 11, 2022, as Instrument No. 2022000331306 in the Official Records of the County Recorder of Orange County, California. E. On April 18, 2024, the City's Planning Commission adopted PC Resolution No. PC2024- Page I of 9 https:Hgs.secure-erds.com/Batch/Confirmation/I 8217200 3/4 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Newport Beach Office of the City Clerk 100 Civic Center Drive Newport Beach, CA 92660 WITH A COPY TO: The Picerne Group 5000 Birch St, Suite 600 Newport Beach, CA 92660 Attn: Satish Lion (Space Above for Recorder's Use) PARTIAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT ("Partial Assignment") is made and entered into as of September , 2024 (the "Effective Date"), by and between JRSM, LLC, a Nevada limited liability company ("Assignor"), and TPG JS (MacArthur -Campus) Owner, LLC, a Delaware limited liability company ("Assignee"). (Assignor and Assignee shall each be referred to herein as a "Party," and collectively as the "Parties.") RFC..TTAT S A. On September 22, 2020, the City of Newport Beach ("City") City Council adopted the Development Plan of certain real property located in the City of Newport Beach, County of Orange, State of California, which is more particularly described in Exhibit A attached hereto and incorporated herein by reference (the "Property"), and which is commonly known as the Newport Airport Village Planned Community including but not limited to, a General Plan amendment, Zoning Code amendment, Planned Community Development Plan, and a development agreement (the "Project"). B. The Project is divided into the following two planning areas, which are more particularly depicted on Exhibit B attached hereto (each, a "Planning Area"): (i) Planning Area 1, which is a 6.16 net acre site that will allow up to 329 residential units (exclusive of density bonus units) ("Planning Area 1"); and (ii) Planning Area 2, which is a 9.32 acre site that will allow up to 297,572 square feet of commercial development ("Planning Area 2"). C. Assignor is "Developer" under that certain Development Agreement No. DA2014-003 between the City and JRSM, LLC, recorded on January 20, 2021, as Instrument No. 2021000039043 in the Official Records of the County Recorder of Orange County, California ("Development Agreement"), which provides Assignor with vested rights to develop the Project. D. Assignor sold and conveyed its right, interest and title to certain real property located within Planning Area 1 to Assignee, which is more particularly described on Exhibit C attached hereto (the "Assignee Property"), pursuant to that certain Grant Deed recorded on October 11, 2022, as Instrument No. 2022000331306 in the Official Records of the County Recorder of Orange County, California. E. On April 18, 2024, the City's Planning Commission adopted PC Resolution No. PC2024- Page l of 9 005 (PA2023-0223), which approved a Major Site Development Review, Affordable Housing Implementation Plan, and Tentative Parcel Map to implement the Project by allowing Assignee to construct a six -story, 444-unit multifamily residential project a -top an 806-space parking structure at the Assignee Property, including but not limited to, a Major Site Development Review, Affordable Housing Implementation Plan, and Tentative Parcel Map (collectively, the "Planning Area 1 Entitlements"). F. Section 11 of the Development Agreement and Condition of Approval No. 17 of the Planning Area 1 Entitlements require Assignor and Assignee to enter into an agreement for the assignment and assumption of Assignor's interest under the Development Agreement with respect to the Assignee Property to Assignee. G. Assignor now desires to assign to Assignee, and Assignee desires to assume from Assignor, all of Assignor's rights and obligations under the Development Agreement pertaining to the Assignee Property, as more particularly set forth below. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: 1. Partial Assignment. Effective as of the Effective Date, Assignor does hereby transfer and assign to Assignee all its rights and interests in and to, and the obligations under, the Development Agreement relating to the Assignee Property, including any obligations that must be performed outside of the Assignee Property that are a condition precedent to Assignee's right to develop the Assignee Property. 2. Partial Assumption. Effective as of the Effective Date, Assignee hereby accepts said assignment and agrees to keep, perform and be bound by all the terms, covenants and conditions contained in the Development Agreement on the part of the "Developer" therein to the extent such terms, covenants and conditions relate to the Assignee Property, including any obligations that must be performed outside of the Assignee Property that are a condition precedent to Assignee's right to develop t he Assignee Property, as though Assignee were the original "Developer" under the Development Agreement ("Obligations"). In accordance with Section 11 of the Development Agreement, the Parties hereby confirm that Assignor and Assignee are jointly and severally liable to the City to perform all of the transferred obligations set forth in or arising under the Development Agreement relating to the Assignee Property, unless there is full satisfaction of all the conditions specified in the last paragraph of Section 11 of the Development Agreement. Except for the obligations set forth in Section 3 (Public Benefits) of the Development Agreement, the Parties acknowledge and agree (and City consents) that in no event shall Assignee be obligated to perform or be liable with respect to any obligations of Assignor with respect to Planning Area 2 and all rights and obligations of "Developer" under the Development Agreement with respect to Planning Area 2 are fully retained by Assignor. Except for the obligations set forth in Section 3 (Public Benefits) of the Development Agreement, in no event shall a breach of the Development Agreement by Assignor with respect to Assignor's rights and obligations with respect to Planning Area 2 result in, or be construed as, a breach of the Development Agreement by Assignee, nor permit the City to terminate the Development Agreement or exercise any other remedies with respect to Assignee's rights and obligations with respect to the Assignee Property that are assigned and assumed hereunder. 3. Miscellaneous. This Partial Assignment can be amended only by an amendment in writing in a form subject to the reasonable approval by the City Attorney (or his designee) and signed by all the Parties, and any term herein can be waived only by a written waiver signed by the party against whom such waiver is to be asserted. This Partial Assignment is intended to be the final expression of the Parties' Page 2 of 9 agreement and supersedes any and all prior restrictions, promises, representations, warranties, agreements, understandings and undertakings between the Parties with respect to the within subject matter. There are no restrictions, promises, representations, warranties, agreements, understandings or undertakings with respect to such subject matter other than those set forth or referred to herein. This Partial Assignment may be executed in any number of counterparts and by the Parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document. 4. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Development Agreement. [Signatures on Following Page] Page 3 of 9 IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Partial Assignment as of the date first above written. ASSIGNOR JRSM, LLC, a Nevada limited liability company By: Naive: Sau er , anager ASSIGNEE TPG JS (MacArthur -Campus) Owner, LLC, a Delaware limited liability company By: TPG 2022-1 (MacArthur -Campus), LLC, a Delaware limited liability, its Manager. By: Kenneth A. Picerne, Trustee of the Kenneth A. Picerne Trust dated June 4, 1999, as amended, its Manager By: — 2 t Tt'_' Ke th A. Picerne, Trustee Approved by: CITY OF NEWPORT BEACH, a municipal corporation and charte • city. Mayor NE Attest: nA 61A, _ e�' t-.A _ UI City Clerk "" ' I " c9 � C��C►RNIP Approved as to Form: _Ti a--, i�w= Aaron r City Attorne Page 4 of 9 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Qrariq�2 } On SPzy e- bpe- l 2 , 20 2-4f before me, Tranq Ih c--k , Notary Public, personally appeared 'nso uIne- 4rS " , who proved to me on the basis of satisfactory evidence to be the person(s)' whose names)' Ware' subscribed to the within instrument and acknowledged to me that he/sbe/they executed the same in his/bef/tleif authorized capacity(jw"-�, and that by his/he /tWr signatures4s�'on the instrument the person,O, or the entity upon behalf of which the person( acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. TRANG THACH WITNESS my hand and official seal. _*My Notary ►ubik • California ` Orssio countyCommiuim N 24314, 2 Comm. Er'Irn Oc[ U, 2026 Signatur (seal) Page 5 of 9 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California p- County of V } On Umaiv ki 20 _ before me, YU-j bt4m, , Notary Public, personally appeared icer a. , 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 signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. THERESA LYNN WITNESS my hand and official seal. „~ '„ Notary orangPublic e Counry- Calif ornia Commission # 2486354 `����o�"�� My Comm. Expires Apr 7, 2028 Signature sea Page 6 of 9 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY All that real property situated in the City of Newport Beach, County of Orange, State of California and more particularly described as follows: ADDRESS APN LEGAL DESCRIPTION 4361 Birch Street, 427-121-23 THE LAND REFERRED TO HEREIN BELOW IS SITUATED Newport Beach NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CA CALIFORNIA, AND IS DESCRIBED AS FOLLOWS. LOTS 7, 8, 9 AND 10 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11, 12 AND 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. SAID LAND IS ALSO SHOWN AS PARCEL 1 ON LOT LINE ADJUSTMENT 93-5, RECORDED DECEMBER 8, 1993 AS INSTRUMENT NO. 93-0854901, OFFICIAL RECORDS. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, AND OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHTTO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE GRANT DEED RECORDED APRIL 9, 1993 AS INSTRUMENT NO. 93-0237996 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL, BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE GRANT DEED RECORDED APRIL 9, 1993 AS INSTRUMENT NO. 93-0237996, OFFICIAL RECORDS. 4540 Campus 427-111-03 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA PARCEL 1: LOT 18 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 THROUGH 13, INCLUSIVE ADDRESS APN LEGAL DESCRIPTION OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92-440215 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE, AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92-440215 OF OFFICIAL RECORDS. PARCEL 2: AN EASEMENT FOR DRIVEWAY PURPOSES OVER THE WESTERLY 12 FEET OF THE NORTHERLY 60 FEET OF LOT 17 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11 THROUGH 13, INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, AS SET FORTH IN THAT CERTAIN DECLARATION OF ACCESS EASEMENT, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92-440213 OF OFFICIAL RECORDS, UPON THE TERMS AND CONDITIONS AS THEREIN PROVIDED 4340 Campus 427-121-07 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: ADDRESS APN LEGAL DESCRIPTION Newport Beach, LOT 29 OF TRACT NO.3201, IN THE CITY OF NEWPORT BEACH, CA COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 130, PAGES 25 TO 30 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE COMPANY IN DEED RECORDED FEBRUARY 4, 1994 AS INSTRUMENT NO. 94-0085581 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS AS RESERVED IN THE DEED RECORDED FEBRUARY 4, 1994 AS INSTRUMENT NO. 94- 0085581 OF OFFICIAL RECORDS 4400 Campus 427-121-09 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA LOT 31 OF TRACT NO.3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA. AS PER MAP RECORDED IN BOOK 130, PAGE(S) 25 THROUGH 30, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE ADDRESS APN LEGAL DESCRIPTION FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE COMPANY IN DEED RECORDED DECEMBER 20, 1991 AS INSTRUMENT NO. 91-702340, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS AS RESERVED IN THE DEED RECORDED DECEMBER 20, 1991 AS INSTRUMENT NO. 91- 702340, OF OFFICIAL RECORDS 4570 Campus 427-111-04 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA PARCEL 1: LOT 17 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 THROUGH 13, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAND COUNTY. EXCEPTING THEREFROM ALL MINERALS, OIL, GAS, PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND ALL UNDERGROUND WATER IN OR UNDER OR WHICH MAY BE PRODUCED FROM SAID LAND WHICH UNDERLIES A PLANE PARALLEL TO AND 500 FEET FROM THE PRESENT SURFACE OF SAID LAND FOR THE PURPOSE OF PROSPECTING FOR, THE EXPLORATION, DEVELOPMENT, PRODUCTION, EXTRACTION AND TAKING OF SAID MINERALS, OIL, GAS, PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND WATER FROM SAID LAND BY MEANS OF MINES, WELLS, DERRICKS, OTHER EQUIPMENT FROM SURFACE LOCATIONS ON ADJOINING OR NEIGHBORING LAND OR LYING OUTSIDE OF THE ABOVE DESCRIBED LAND, IT BEING UNDERSTOOD THAT THE OWNER OF SUCH MINERALS, OIL GAS, ADDRESS APN LEGAL DESCRIPTION PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND WATER AS SET FORTH ABOVE, SHALL HAVE NO RIGHT TO ENTER UPON THE SAID LAND OR ANY PORTION THEREOF ABOVE SAID PLANE PARALLEL TO AND 500 FEET BELOW THE PRESENT SURFACE OF TI EE SAID LAND FOR ANY PURPOSE WHATSOEVER. AS RESERVED BY THE IRVINE COMPANY, A MICHIGAN CORPORATION IN THE DEED RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93-107963 OF OFFICIAL RECORDS. PARCEL 2: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92-101692 AS AMENDED AND RESTATED IN AN INSTRUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, BOTH OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENT. DATED JUNE 17, 1992, AND RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92- 440213 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 4341 Birch Street 427-121-14 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Newport Beach CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, CA STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 6 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11, 12 AND 13 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY. EXCEPT ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED DECEMBER 31, 1991 AS INSTRUMENT NO. 91- 720058 OF OFFICIAL RECORDS, ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND ADDRESS APN LEGAL DESCRIPTION OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED DECEMBER 31, 1991 AS INSTRUMENT NO. 91-720058 OF OFFICIAL RECORDS. APN: 427-121-14 4500 and 4520 427-111-01, THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Campus Drive 427-111-02 CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, and 427- STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA 121-10 PARCEL 1 IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 60, PAGE 22 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 4600 Campus 427-111-05 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA PARCEL 1: LOT 16 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE ON THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED BY THE IRVINE COMPANY, RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93- 107971, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR AND OWNED OR USED BY GRANTOR IN ADDRESS APN LEGAL DESCRIPTION CONNECTION WITH OR WITH RESPECT TO THE LAND TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED BY THE IRVINE COMPANY, RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93-107971, OFFICIAL RECORDS. PARCEL 2: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "AMENDED AND RESTATED OR ACCESS EASEMENTS (MACARTHUR/CAMPUS)", DATED MARCH 25, 1992, RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 4360 Campus 427-121-08 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS. - CA LOT 30 OF TRACT NO.3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 130, PAGES 25, 26, 27, 28, 29 AND 30 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY CALIFORNIA. EXCEPT ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED MARCH 15, 1994 AS INSTRUMENT NO. 94-0179376, OFFICIAL RECORDS, ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR ADDRESS APN LEGAL DESCRIPTION OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED MARCH 15, 1994 AS INSTRUMENT NO. 94-0179376, OFFICIAL RECORDS. 4501 Birch Street 427-111-10 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Newport Beach, CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, CA STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCELI: LOT 12 OF TRACT NO.5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190. PAGES 11 TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR. ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JANUARY 10, 1992 AS INSTRUMENT NO. 92- 015047, OFFICIAL RECORDS. ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE ADDRESS APN LEGAL DESCRIPTION IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JANUARY 10, 1992 AS INSTRUMENT NO. 92-015047, OFFICIAL RECORDS. PARCEL 2: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER THAT PORTION OF LOT 13 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT; THENCE NORTH 29' 52' 01" WEST 327.33 FEET TO THE MOST WESTERLY CORNER OF SAID LOT; THENCE NORTH 52° 01' 58" EAST 24.24 FEET ALONG THE NORTHWESTERLY LINE OF SAID LOT TO THE NORTHWESTERLY PROLONGATION OF A LINE PARALLEL WITH AND NORTHEASTERLY 24.00 FEET FROM THE SOUTHWESTERLY LINE OF SAID LOT; THENCE SOUTH 290 52' 10" EAST 331.81 FEET ALONG SAID PROLONGATION, SAID PARALLEL LINE AND THE SOUTHERLY PROLONGATION THEREOF TO A POINT ON A CURVE IN THE SOUTHERLY LINE OF SAID LOT, SAID CURVE BEING CONCAVE SOUTHERLY, HAVING A RADIUS OF 272.00 FEET, A RADIAL TO SAID POINT BEARS NORTH 240 48' 17" WEST; THENCE WESTERLY 24.03 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 50 03' 44" OF THE POINT OF BEGINNING. 4630 Campus 427-111-06 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA PARCEL 1: LOT 15 OF TRACT NO.5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 TO 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT HOWEVER, THE RIGHT TO DRILL MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED BY THE IRVINE COMPANY ADDRESS APN LEGAL DESCRIPTION RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93- 107967, OFFICIAL RECORDS. PARCEL 2: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "AM ENDED AND RESTATED DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS) DATED MARCH 25, 1992 RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, IN THE OFFICE RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED " RECIPROCAL EASEMENT AGREEMENT AND CONSENT' DATED OCTOBER 14, 1999 RECORDED NOVEMBER 19, 1999 AS INSTRUMENT NO. 19990805278, AND AMENDED BY THE CERTAIN DOCUMENT ENTITLED "WAIVER AND AMENDMENT TO RECIPROCAL EASEMENT AGREEMENT" DATED AUGUST 24, 2015 RECORDED AUGUST 28, 2015 AS INSTRUMENT NO. 2015000446662 IN THE OFFICE RECORDS OF ORANGE COUNTY, CALIFORNIA. 4525, 4533 and 427-111-09 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE 4647 MacArthur CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Boulevard STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, PARCEL 1: CA LOT 13 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGE(S) 11 TO 13 INCLUSIVE, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFORE AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION RECORDED APRIL 16, 1992. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE ADDRESS APN LEGAL DESCRIPTION LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL, BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION RECORDED APRIL 16, 1992. PARCEL 2: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92-101692, OFFICIAL RECORDS AND AMENDED BY DOCUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO, 92-247260, OFFICIAL RECORDS, IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENTS (BIRCH/MACARTHUR)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92- 101691 OFFICIAL RECORDS AND AMENDED BY DOCUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247259 OFFICIAL RECORDS IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 4320 Campus 427-121-06 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS; CA LOT 28 OF TRACT NO.3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 130, PAGES 25 THROUGH 30, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH ORACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE COMPANY, A MICHIGAN ADDRESS APN LEGAL DESCRIPTION CORPORATION, BY DEED RECORDED MAY 6, 1994 AS INSTRUMENT NO. 94-317183 OF OFFICIAL RECORDS. EXHIBIT B SITE PLAN OF PLANNING AREAS 1 AND 2 i / / J m a r r f i r r Airport Village Land Use Tanning Area 1 - Mixed -Use Residential 7.14 acres 'fanning Area 2 - Commercial 9.32 acres y Nk,' Page 8 of 9 EXHIBIT C ASSIGNEE PROPERTY Pa.-e 9 of 9 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: PARCELI: LOT 18 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES I THROUGH 13, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRIIL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92- 440215 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE, AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92-440215 OF OFFICIAL RECORDS. PARCEL 2: AN EASEMENT FOR DRIVEWAY PURPOSES OVER THE WESTERLY 12 FEET OF THE NORTHERLY 60 FEET OF LOT 17 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11 THROUGH 13, INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, AS SET FORTH IN THAT CERTAIN DECLARATION OF ACCESS EASEMENT, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92-440213 OF OFFICIAL RECORDS, UPON THE TERMS AND CONDITIONS AS THEREIN PROVIDED. APN: 427-111-03 PARCELI: LOT 17 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 1 I THROUGH 13, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAND COUNTY. EXCEPTING THEREFROM ALL MINERALS, OIL, GAS, PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND ALL UNDERGROUND WATER IN OR UNDER OR WHICH MAY BE PRODUCED FROM SAID LAND WHICH UNDERLIES A PLANE PARALLEL TO AND 500 FEET FROM THE PRESENT SURFACE OF SAID LAND FOR THE PURPOSE OF PROSPECTING FOR, THE EXPLORATION, DEVELOPMENT, PRODUCTION, EXTRACTION AND TAKING OF SAID MINERALS, OIL, GAS, PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND WATER FROM SAID LAND BY MEANS OF MINES, WELLS, DERRICKS, OTHER EQUIPMENT FROM SURFACE LOCATIONS ON ADJOINING OR NEIGHBORING LAND OR LYING OUTSIDE OF THE ABOVE DESCRIBED LAND, IT BEING UNDERSTOOD THAT THE OWNER OF SUCH MINERALS, OIL GAS, PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND WATER AS SET FORTH ABOVE, SHALL HAVE NO RIGHT TO ENTER UPON THE SAID LAND OR ANY PORTION THEREOF ABOVE SAID PLANE PARALLEL TO AND 500 FEET BELOW THE PRESENT SURFACE OF TI EE SAID LAND FOR ANY PURPOSE WHATSOEVER. AS RESERVED BY THE IRVINE COMPANY, A MICHIGAN CORPORATION IN THE DEED RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93-107963 OF OFFICIAL RECORDS. PARCEL 2: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED 'DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92-101692 AS AMENDED AND RESTATED IN AN INSTRUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, BOTH OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED 'DECLARATION OF ACCESS EASEMENT. DATED JUNE 17, 1992, AND RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92-440213 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. APN: 427-111-04 PARCEL C: PARCELI: LOT 16 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF AND TO REDRILL, RETUNIVEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE ON THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED BY THE IRVINE COMPANY, RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93-107971, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED BY THE IRVINE COMPANY, RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93-107971, OFFICIAL RECORDS. PARCEL 2: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "AMENDED AND RESTATED OR ACCESS EASEMENTS (MACARTHUR/CAMPUS)", DATED MARCH 25, 1992, RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. APN: 427-111-05 PARCEL D: PARCELI: LOT 15 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 TO 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT HOWEVER, THE RIGHT TO DRILL MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED BY THE IRVINE COMPANY RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93-107967, OFFICIAL RECORDS. PARCEL 2: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "AM ENDED AND RESTATED DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS) DATED MARCH 25, 1992 RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, IN THE OFFICE RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED " RECIPROCAL EASEMENT AGREEMENT AND CONSENT" DATED OCTOBER 14, 1999 RECORDED NOVEMBER 19, 1999 AS INSTRUMENT NO. 19990805278, AND AMENDED BY THE CERTAIN DOCUMENT ENTITLED "WAIVER AND AMENDMENT TO RECIPROCAL EASEMENT AGREEMENT" DATED AUGUST 24, 2015 RECORDED AUGUST 28, 2015 AS INSTRUMENT NO. 2015000446662 IN THE OFFICE RECORDS OF ORANGE COUNTY, CALIFORNIA. APN: 427-111-06 PARCEL E: PARCELI: LOT 13 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11 TO 13 INCLUSIVE, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFORE AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION RECORDED APRIL 16,1992. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL, BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION RECORDED APRIL 16, 1992. PARCEL 2: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO.92-101692, OFFICIAL RECORDS AND AMENDED BY DOCUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, OFFICIAL RECORDS, IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED 'DECLARATION OF ACCESS EASEMENTS (BIRCH/MACARTHUR)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92- 101691 OFFICIAL RECORDS AND AMENDED BY DOCUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO.92-247259 OFFICIAL RECORDS IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. APN: 427-111-09