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HomeMy WebLinkAboutResolution No. 06-6911 - Approve Agmts. re: Sale and Assignment of Downey Landing Retail proj. to InvestecRESOLUTION NO. 066911 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY APPROVING CERTAIN AGREEMENTS, CERTIFICATES AND CONSENTS RELATED TO THE SALE AND ASSIGNMENT OF THE DOWNEY LANDING PROJECT TO INVESTEC PROPERTIES, INC. WHEREAS, on August 10, 2004, the City of Downey (“City’) entered into a Purchase and Sale Agreement (“P&S Agreement”), Ground Lease Agreement (“Lease”) and other related Agreements with Downey Landing, LLC (“Developer”) for certain real property located along the Southerly portion of Stewart & Gray Road between Lakewood Boulevard and Bellflower Boulevard, which constitutes the retail center commonly known as Downey Landing; and WHEREAS, the City and Developer desire to take certain necessary actions to allow for the sale and assignment of the Downey Landing Project to Investec Properties, Inc (“Purchaser”), consistent with the terms and conditions of the previously executed P&S Agreement, Lease and other related agreements between Developer and City; and WHEREAS, the Agreements, Certificates and Consents included herein are intended to facilitate the transfer of the Downey Landing retail development to Purchaser. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DOWNEY DOES HEREBY RESOLVE AS FOLLOWS: I SECTION 1: The City Council hereby approves the various documents listed below and attached hereto and hereby authorizes the City Manager to execute these documents and make such non-substantive changes as needed on behalf of the City and have said documents deposited into escrow to be held until confirmation that the escrow holder has received the City’s portion of the Participation Payment Amount pursuant to the Participation Payment Agreement dated August 10, 2004: 1 2 3 4. 5 6. 7 8. Termination by the City of Downey of Revesting Rights Under the Grant Deed Recorded on August 10, 2004. Amended Memorandum of Ground Lease. Assignment and Assumption of Ground Lease. Consent of the City of Downey to assignment of Membership Interests in Downey Landing, LLC Under the Ground Lease. Estoppel Certificate of the City of Downey Pursuant to the Ground Lease Dated August 10, 2004. Permitted Leasehold Financing Notice, Mbrtgagee Confirmation Request and Certification of Permitted Leasehold Mortgage. Termination of the Participation Payment Agreement Consent of the City of Downey to the Transfer of Membership Interests in Downey Landing, LLC and the Rights and Obligations Underthe Purchase and Sale Agreement Estoppel certificate. First Amendment to Yard (Unlimited Area) Agreement First Amendment to Yard (Unlimited Area) Declaration. Second Amendment to Operation and Easement Agreement. 9 10 11 12 RESOLUTION NO. 066911 PAGE TWO SECTION 2: The City Clerk shall certify to the adoption of this Resolution. APPROVED AND ADOPTED this 28th day of March, 2006 ®®yi ATTEST: @ KATHLEEN L. MIDSTOKKE, City Clerk I HEREBY CERTIFY that the foregoing Resolution was adopted by the City Council of the City of Downey at a regular meeting held on the 28th day of March, 2006, by the following vote, to wit: AYES : NOES: ABSENT: ABSTAIN: 5 Council Members: Bayer, Cartozian, Gafin, Trejo, Mayor Perkins 0 Council Member: None 0 Council Member: None 0 Council Member: None KATHLEEN L. MIDSTOKKE, City Clerk t ' RECORDED BY !- IF< .S T AMF RICAN TITL h COMFi ANY LOS ANGEI ES WllCN RECORDLIJ MAIL It7 I DOWNEY LANDING SPE 1.LC C/O Investec Real Estate Companies 200 E. Carrillo Street, Suite 200 SaIIta Barbara, California 93101 Attlr: Gregory Parker SPACE ABOVF THIS LINF RESt'_HUI, I) rf IN RFcoRnER's'. IJSF TERMINATION BY THE CITY OF DOWNEY OF REVESTING RIGHTS UNDER THE GRANT DEED RECORDED ON AUGUST 10, 2004 // i 171287-21 lil':( '( )RI)IN(; l{l':QliES'r'EI) BY ANI) \\' Ill' IN III.:( :( )RbI.:I) MAII. ’l'( ): DC)WNI.',y 1, /\N r)IN( I ST’E. I,I.( : c/t> Invcstcc [{ca1 F',state C'olnpilnlcs 21)0 E. ('arrltlt') Street. SUIte 200 Sllllrl\ Bilrl)ara. (:allt-c)t'ni ll 93101 ALtn: Gregory l’arkcr (Space Above for Recorder's Usc) I 'E RMI NATION BY 'l' II Ff (:l'l’y OF DOWNEY OF Rl!:VESTINC; RIG Il-FS tJNDER ’I’IIE GRAN'l' DEED RE('ORDED ON At JGIJS’1' 10, 2004 I'tlc C'ity nI- I)<)wncy, a C'aiil’olrlla lrltlntulp£ll cl)rT)Ol’£aion (tIlc ’'C'ily"), ctlnvcycd LO Downey I rllldlltg, I I ,( ', a (';\lil'ol-nia linritccl lli\hilily cc)llrpally ( "Dt>wIley I.untling"). by ( iI-anl Deed (the "(;r;Int Decd" ) d£ltc,I Allb',IISt 1 0, 2f>04, all<1 1'ccordctl oil /\LIB IISt it), 2<)(>4, III tllc 0111clal Records of 1 „IS AnBctcs ('ollnty. ( 'alilirnlid ab lllstl'llnrcl tt No. 04-2(>52073, the real pIr) I)cRy sit11i\tecl in the (:cl1111ly ol' I,us All};cIc>i, Stale of (’ali it)I'niit descrIbed 011 LII.lllhiLA iltt£\chctl hereto (thc '’l"ee Propcrty’'). Scctlc in 3 of tIle (_ira11t I )ccd pI-(>vitlcs tllc (_'ity WIth ccrtailr rights to rcvcst Lille to the 1 icc I)rc>pcl'ty in the ( :ity upI>n tllc fililtlrc (>t' I)owncy I .ancling Lcl perII)nII ccrtaill obligations tlnder SOL-llc>11 3 ot- tIle C; rant L)ccd Hits;cd Oli the sulist'£lcti(>n oi’ I ),>wiley T.itnttinF's tlbligations. the ( *ity llcl-cby tcuninatcs al rIP.tIts it 13115 ulrtlcr Spgtjoll ] oF tIle ( irltIlt T)ccd to rcvcst titlc to tllc Fec l’rtlpcl-ty III the City C'l'l'\' , I ):llctl '/' zr - OG I-III, (-'I-rv t )1: I’)t)\VNI'.Y, u ( 'illi II)1-nia nrunicipal col'porati011 4l'l'Rt)\' b 1> As To FoRr\1 : liy ,I Nilrnc: (-llarlcs 0 SC Nflmc: Gerald M. Caton !'itlc ___Elt=y !ybana9H I'lttc: ('ily Atl<>nrcy I )( )( '.SC.)( '/ 1 1 5 \ I IS v.3/t) 1 623 . 1 -iii)05 S-1 '\ r I '}l" f ',\l.11;OF(NiA ( ’oi JN'l Y Of. 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J hI A IIl >1 llc v-Ill- F:act I lllilltllall/C:lrnscl'\'21 tot ( )tIle C iN KWH%M g N III Ill;it' C) 1: l’;1 ;,, a Sly.Ilt.'I IS l-clrl-csclltlllg Nil fI it ' <)I' llcl still('s’) ('IJ' t:rllit v(It'S)&pP>& as– , U006 1 ');III: ( >t' I )c ;iiI ITil-t;TI t i 1' '7 C+ POur>ay P ;{1l;11::1'(x) (illlcr -I'll ill-I i;1111c,I' XIIll;i, )( )( 'S( I( ' / I I < : i I iv: I,if ) 1 ( 123 :\ {)005 Exhibit A LEGAL DESCRIPTION OF THE FEE PROPERTY Real property in the City of Downey, County of Los Angeles, State of California, described as follows: PARCEL 1 THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACrION AL SEerioN 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE CW’ OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNW. SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 1 iN THE PARTICIPATION PAYMENT AGREEMENT RECORDED ON AUGUST 10, 2004 AS INSTRUMENT NO. 04-2052076 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS : BEGINNING AT A POINT IN THE NORTHERLY UNE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACrIONAL SECnON IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WIDE; DISTANCE THEREON S 89 DEGREES 52’ 14" W 950.60 FE fr FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE S OO'13'16" W, A DISTANCE OF 86.31 FEFr TO 1-HE TRUE POINT OF BEGINNING; THENCE CONTINUE SOUTHERLY ALONG SAID LINE, A DISTANCE OF 163.15 FEFr; THENCE S 77'41'41" E. A DISTANCE OF 25.91 FErr; THENCE S 00'13’16" W, A DiFrANCE OF 189.52 FErr; THENCE WEn. A DISTANCE OF 269.44 FEn; THENCE S 73'30'48" W, A DI£rANCE OF 56.48 FErr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT. OF WHICH THE RADIUS POINT LIES N 04'39'41" W, A RADIAL Di£rANCE OF 363.80 FErr; THENCE WE£rERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 30'q2'24", A DISTANCE OF 194.97 FEn; THENCE N 63o57'17'' W, A Di£rANCE OF 25.67 FE Fr; THENCE N 26Q04'40'' E, A DISTANCE OF 66.47 FEEr; THENCE N 31'29’35" E, A DISTANCE OF 150.11 FEn TO A POINT OF CURVE TO THE RIGFrr HAVING A RADIUS OF 171.75 FEEr AND A CENTRAL ANGLE OF 15'11'21"; THENCE NORTHEASTERLY ALONG THE ARC A DlgrANCE OF 45.53 FEn TO THE POINT OF CURVE OF A NON TANGEVr CURVE TO THE LEn, OF WHICH THE RADIUS POINT LIES N 43'19’03" W, A RADIAL DISTANCE OF 171.75 FEn; THENCE NORTHEASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 15'11'21", A DISTANCE OF 45.53 FErr; THENCE N 31'26'29" E, A DISTANCE OF 149.68 FErr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT, OF WHICH THE RADIUS POINT LIES S 54'22'06" E, A RADIAL Dl£rANCE OF 51.92 FEET; THENCE EASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 78'23'17'', A DISTANCE OF 71.04 FE FF; THENCE S 68'27'14'' E, A DISTANCE OF 164.65 PEEr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LEFr, OF WHICH THE RADIUS POINT LIES N 21'32'45" E, A RADIAL DISTANCE OF 300.00 FE Fr; THENCE EASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF IO'28'24", A DISTANCE OF 54.84 FEEI BACK TO THE TRUE POINT OF BEGINNING. PARCEL 2: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRAcrioNAL SEerloN 10, TOWNSHIP 3 soLrrH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY. AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY’, SAID PORTION IS ALSO SHOWN AND a DESCRIBED AS PARCEL 2 IN THE PARTICIPATION PAYMENT AGREEMENT RECORDED ON AUGugr ]0, 2004 AS INSTRUMENT NO. 04-2052076 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEgr QUARTER OF FRACrIONAL SECrlON IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEfr WIDE; DISTANCE THEREON S 89 DEGREES 52' 14“ W 796.15 FErr FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE S OO'13'16" W, A DISTANCE OF 86.12 FErr TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE SOUTHERLY ALONG SAID LINE, A Di£rANCE OF 358.74 FEET; THENCE WEST. A DirrANCE OF 129.10 FEEr; THENCE N OO'13'16'' E, A Dl£rANCE OF 189.52 FE Fr; THENCE N 77'ql'ql" W, A DISTANCE OF 25.91 FEEr; THENCE N OO'13'16" E. A DISTANCE OF 163.15 FE Fr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LEn, OF WHICH THE RADIUS POINT LIES N 11'04'21" E, A RADIAL DISTANCE OF 300.00 FE fr; THENCE EASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 11'12'07", A DISTANCE OF 58.65 FEEr; THENCE N 89'52'14" E. A DISTANCE OF 54.71 FEfr; THENCE N 81'45'54" E, A DirrANCE OF 41.87 FE[[ BACK TO THE TRUE POINT OF BEGINNING. PARCEL 3: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACrIONAL SECIION IO, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, iN THE OFFICE OF THE COUNTY’ RECORDER OF SAID couNTr, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 3 IN THE PARTICIPATION PAYMENT AGREEMENT RECORDED ON AUGUST 10, 2004 AS INSTRUMENT NO. 04-2052076 OF OFFICIAL RECORDS AND DESCRIBED M FOLLOWS : BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACnONAL SECrION IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WIDE; DISTANCE THEREON S 89 DEGREES 52’ 14’' W 646.51 FEFr FROM THE NORTHEAST CORNER OF SAiD LOT 2; THENCE S OO'13'16" W, A DISTANCE OF 80.02 FErr TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE SOUTHERLY ALONG SAID LINE, A DiSrANCE OF 365.17 FE Fr; THENCE WEsr, A DigrANCE OF 149,64 FEEr; THENCE N OO'13'16" E, A DISTANCE OF 358.74 FErr; THENCE N 81'45'54" E, A DISTANCE OF 43.24 FErr; THENCE N 89'52'14" E, A DISTANCE OF 106.88 FErr BACK TO THE TRUE POINT OF BEGINNING. PARCEL 5: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACHONAL SEerION 10, TOWNSHIP 3 SOUTH, RANGE 12 WEn. IN THE RANCHO SANTA GERTRUDES, IN THE cm’ OF DOWNEY, COUNW OF LOS ANGELES, STATE OF CALIFORNIA, RECORDED IN THE OFFICE OF THE couNTr RECORDER OF SAID COUNTY', SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 5 IN THE CERTIFICATE OF COMPLIANCE RECORDED ON MARCH 3, 2005 AS iNSTRUMENT NO. 05-484960 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWE£r QUARTER OF FRACrIONAL SErmoN 10, SAID LINE ALSO BEING THE NORTHERLY LINE OF I £rEWART AND GRAY ROAD, 80 FEET WIDE; DISTANCE THEREON S 89 DEGREES 52' 14" W 1267.82 FEfr FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE S 31'29'3S" W, A DlrrANCE OF 887.89 FErr; THENCE S 58'14'23" E, A DISTANCE OF 47.51 FEEr TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE SOUTHEASTERLY ALONG SAID LINE, A DISTANCE OF 18.16 FE fr TO A POINT OF CURVE TO THE LEFr HAVING A RADIUS OF 37,50 FEn AND A CENTRAL ANGLE OF 38'54'55"; THENCE EASTERLY ALONG THE ARC A DiSrANCE OF 25.47 FErr; THENCE N 82'50'42'’ E. A DISTANCE OF 88.36 FEFr; THENCE S 07'OO'35" E, A DISTANCE OF 188.44 FE fr; THENCE S 82'59'25" W, A DISTANCE OF 10.00 FEET; THENCE S 07'OO'35" E, A DISTANCE OF 107.84 FEn; THENCE S 80o56'18'' W, A DISTANCE OF 71.97 FEEr; THENCE N 07'OI'OO" W, A DISTANCE OF 14.00 FErr; THENCE S 82'58’59" W. A DISTANCE OF 63.90 FE fr TO A POINT OF CURVE TO THE RIGHT HAVING A RADIUS OF 100.00 FEEr AND A CENTRAL ANGLE OF 07'Ol'Ol"; THENCE WESTERLY ALONG THE ARC A DISTANCE OF 12.25 FEEr; THENCE WEST, A DISTANCE OF 155.16 FE Fr; THENCE N 58'25'34" W, A Dl£rANCE QF 37.53 FEn; THENCE N 37'35’33" E, A DISTANCE OF 89.31 FErr; THENCE N 32'40'09'' E, A DiSrANCE OF 105.84 FEEr; THENCE N 31'41'37" E, A DISTANCE OF 88.47 FErr; THENCE N 25'12'26" E. A DISTANCE OF 55,68 FEfr BACK TO THE TRUE POINT OF BEGINNING. PARCEl_ 6, THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACrION AL SEC[ION 10, TOWNSHIP 3 SOUTH. RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE crrY OF DOWNEY, couNrr OF LOS ANGELES, STATE OF CALIFORNIA. RECORDED IN THE OFFICE OF THE couNTr RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 6 IN THE CERTIFICATE OF COMPLIANCE RECORDED ON MARCH 3, 2005 AS INSTRUMENT NO. 05-484960 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWE£r QUARTER OF FRACIIONAL SECnON IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF rrEWART AND GRAY ROAD, 80 FE Fr WIDE; DISTANCE THEREON S 89 DEGREES 52’ 14" W 1267.82 FE Fr FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE S 31'29'35" W, A DISTANCE OF 458.63 FE[r; THENCE S 63'57'17" E, A DISTANCE OF 49.50 FEFr TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE SOUTHEASTERLY ALONG SAID LINE, A DISTANCE OF 25.67 FE Fr TO A POINT OF CURVE TO THE LEFr HAVING A RADIUS OF 363.80 FEn AND A CENTRAL ANGLE OF Oq'48’55"; THENCE SOUTHEASTERLY ALONG THE ARC A DISTANCE OF 30.57 FErr; THENCE SOUTH, A DISTANCE OF 330,60 FEn; THENCE N 82'50'42" E, A DiSTANCE OF 7.62 FEn; THENCE S 07oOO'35" E, A DISTANCE OF 268.14 FEFr; THENCE S 86'11'04" W, A DISTANCE OF 15.91 FEfr; THENCE S 69'23'25'' W, A DISTANCE OF 119.27 FErr; THENCE S 80'56'18" W, A DISTANCE OF 38,88 FEET; THENCE N 07'OO'35" W, A DISTANCE OF 107.84 FEn; THENCE N 82'59'25'' E, A DISTANCE OF 10.00 FEn; THENCE N 07'OO'35'’ W, A DISTANCE OF 188.44 FEFr; THENCE S 82'50'42'’ W, A DISTANCE OF 88.36 FEfr TO A POINT OF CURVE TO THE RIGFrr HAVING A RADIUS OF 37.50 FEn AND A CENTRAL ANGLE OF 38'54'55"; THENCE WEgrERLY ALONG THE ARC A DISTANCE OF 25.47 FEn; THENCE N 58'14'23" W, A DISTANCE OF 18.16 FEEr; THENCE N 25'12'26" E, A DISTANCE OF 56.96 PEEr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT, OF WHICH THE RADIUS POINT LIES S 67'06'23" E, A RADIAL DISTANCE OF 114.03 FEFr; THENCE NORTHEASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 22Q19'22", A DISTANCE OF 44.43 FErr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LEn, OF WHICH THE RADIUS POINT LIES N 48'53'30'' W, A RADIAL DISTANCE OF 837.22 FEn; THENCE NORTHEASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 07'42'25", A DISTANCE OF 112.62 FE fr; THENCE N 31'41'36'' E, A DISTANCE OF 129.66 FEFr; THENCE N 31'29’35" E, A DISrANCE OF 31.44 FE fr; THENCE N 26'04’qO" E, A Dl£rANCE OF 60.69 FEr[ BACK TO THE TRUE POINT OF BEGINNING PARCEI J 7 : I'll AT }'OR’l'lON o[ L.(-)'1' 2 IN ’rl-IE NOR'-rF[wl'!s' i' QtJAR’I'l;''.R OIi FRA(:'l'kDNAI. St;.(Tl-ION 10, FC)WNSF TIP 3 Sot J"I'll, RAN(11: 12 WES'l’, IN 'I-.H [! I< AN(':HO SAN’I’A GRRTRI.JDES, IN I'l’IE (':ITY OfF 1)OWN FIY, (-'OUN’-l'Y OF LOS AN(-iLI,ES, S'I'A’l'F': OF C:A.Lir*'oRNIA, Rl ICC)ltDED IN 1~1'11 (.)1.'1?1(:1"', (')1: TIlt! (."OUNTY IItt( IC)RDF! it Ol' SAII) (.:OtJNI'Y. SAID POFtTiON IS ALSO SiloWN ANI,) 1)1.':SCI( IBED AS PAliC' I.If , 7 IN ’I’FIU CE]{’l'IFIC' IATE OE" C(-)N[PLIAN(=F, l{F:('oRDED (.)N MAR(- TII 3, 2005 AS INSI'RtJMI':N’l' NO. 05-484960 OF OFFiCIAI.' RECORDS AND DES(_:l{IFJ[ 1) AS i;''oi,i. ,OWS: B H(' IINN IN(+ A'l" A POIN'i- IN I'Flt! NOR’-l'l- iI-IRI, Y [..INt! OF SAID T,o'1' 2 IN 'Ft-FE NC)lt'I'l-IWES’I QUAI Il-I’:R Oli l''ltA(:.:'l' IONAL S t":(,:'["lON ] 0, SAII) I..INE ALSO BEING ’1".1-II! NOR’-FFIERI fY f'INL OF S'FE',WAR’T' ANI) (-tRAY RO Af), 80 l"li[tT WIDE, DIS'FAN'I' -I'l"IT’IREC)N SOUTH 89'52’14" WEST 646.51 F11b:'I" I;ROM '!'lIE NOtt’I'l IEAS'l' CORNER TF[ERE(Jl;; 'Fl-IENCl! ON A f.,IN Li li[{’FWEFN SAIT-) P(.')IN' !" OF BE(_ilW IN(} AN I) 'I IIE SOLi'FI'IWES'l' CORNfiR OF" THE SOL;'FI'it':AS'1" QI_ JARTF,R o F 'l'l lr': N(')l{-['HEAS'!' Q( JAI( l'ER o IF 'i’.HE S(')I.J’I’l lwEs'r QLFAR’-l'ER Ol; SAI'D FI< A(-J"FI(.)NAI, S'FICI'I’ION 10, SOtJ'.i-li 000 131 16" WES'1' 445.18 FEF£’l'; 'FHEiNCF/ WES'F 548.19 F'’t£t_;;F: 'T't'l EN(=1: SC)LJ"1-I1 73C’ 30' 48'’ Wl!.S'1' 56.48 FEb:’I’ '.I-(I THE BEGINNiNG OF A NON-’FAN(';FIN’l'- ( 'I fRV [-: C:ON(.:.AVF. NOli-l'l'it':RI.Y ANI) IT AV.I.NG A RA.DIL FS OF 363.80 FF': E"I". A RAI)IA [. -l,TNH Ql; SAIl_) C’tlliVt': ’I’FIROtlC iII SAID POIN'l' BfiAt-tS NORTEI fJ40 391 4 1 " WT{S'l': ’II I l-iN( I'll WES'I’jltR 1 ,Y A 1 ,dN(- i S All.) ("I J liVE THRC)tJ(.;l"l A C'=FNTItAI. ANG I.E OF I o' 32' } 0l'. A DIS"!-'ANCE OF 66.90 Fl 'IF::'[ 'l'o T F[+1, ’FRI JE POIN’F Ol" BEGFNNING; ’ FIIP,NCL (_;ON'l-INt.JIN( i WES'l'l"IRL.y Al_ON( I SAII) (,:{JRVF t ’FUROU(:iT-I A (:FtN'l'ltAI, AN(;1,E OF IS') 2 1 ' 1 9". A I)IS'l'AN( II: C)1: 97.50 FIIE’l'= ’Fill-INC:IJ SOIi-1'11 330.60 FELl’f ; 'l'l-'ILNCE NOI(I’ FI 82'’ 50’ 42" F,AS’1' 7.62 FF£l':'l'; ’l'lIFtN(;}': SOL,i’11 1 07'’ 00' 35" F;AS'1' 268.1 5 l;FIF':'l'; 'l-’lIENCb: NOR'l'F'l 86{1 IIt 0411 EAS''1' 108.84 l-’EL;'F; Tt IEN C: I-: NORI'F 1 070 00 ' 3511 WES'1' 274p49 FhI:’F; -I'll kINCE SOLJ’1'1-1 82'’ 50’ 42" WF.S"1' 2] .05 F[-:F'-,I'; ’I-HP:NCt:: NOR’I~H 295.96 l:"EIF.':’ I' ’l'o 'ri [ F ’l'l{t.J'F: POiNI ( ) F BE(3 1 N N IN(; i.)o(-TSOC/ 1 1 5:\ t IS vJ/fI 1 0233..t)f)(=)5 A-4 P ,\ it( ' El. 8, I'}IA'I- P(.)1<'1'1( )N O1'' 1 .(')-1' 2 IN -I III'. NOI<'1'1 IW)'IS’I' Qt JAr{T[",R (')I; I''I< A( "I-IONAI. SI':(:-t'ION if) I'OWNS III [} ] S(')(J' l-II. RAN(- it': 12 WI-iS’F, IN ’Flll': RAN( '1 1( ) SAN’l'A (- iLR--J'RUF)ES, IN 'I-HF. (-'l'l'Y' (-) 1: D( )WN 11 ys (-otiN-T-Y OIT I ,OS /\ N( iE [ ,I iS, S-1-A’l '[ F. Ol" (-'A I,ll"'(') RN IA , R[£(-’(,)ItF')El) IN I'lIF. Ol"l;i(’E OI.- ’FiIE (-:OtJN-l-'y i<1':(-oi(1)Tilt o!; S AIr) ('OL IN'l'Y, SAII) I)Ol{'l'loN IS Al,SO SI-10WN ANI) br.s('1 IIBEI) AS PAI((.'[L 8 IN "l'l-II.: (,:lt[{1-’rl"i(-'A-1-1:. 01; ('OMI)LiANCE ItIt( '01(L)LI) (.)N M ARC'11 3, 2005 AS INS'l'l{tJVIL':N'l- N(J. 05-484960 OF Ol"'l'-lC:IAl_ RIIC-:ORDS, L)I.:S('l{T131"1,) AS I'or .LOWS 1-{tI( i iNN IN( i A' 1 ' A l+OINl’ IN ' 1’1 It': Nolt'l'l-ll".Rl ,Y 1,IN 11 ( ) 1 ; SAIl'> L,o’i- 2 IN ’l'l IIi, NOlt’l'llWESI Qt JAR’l'E R ( )F liRA(:'l'lONAI. SiC(:’l'iON 1 o, SAlt ) 1,iN [ ALS( ) BIT. IN(i '1 '1 IF NOR-l'HER LY I. IN Ii OF Sl-fIWAR' I ' AND (; RAY RO Al ), 80 IFEb:’l' WII )A, I) IS'FAN-[' 'l'l.lltRTION SOI J’ 1'11 890 S2' 14" \V]".S'l- r)46.51 }-'b:l':' I- FROM 'fIIE N(.iI<TI TEAS'l- ('CIRN ICR ’l'l TEI<llOF; 'l'lll£N(:E ON A 1,IN}{ }}[TW[EN SAID POIN’I- Ol: FiLI('iINNIN(-i AND I'Ill 'I S(>1 J’f'llW ltSyI’ ('ORNEl+ OF 'I’IIE S( )I l'l'FI [': AS;' [' Qt I ART Ill( ( )); ’I-I IIt NOlt'F[ll':AF';'l' Q1 JAI{’ I'I i.R OF 'l'l I Fi Soti"l'l IWES' l- Qt JAR-I'Ll< ( )I; S All ) };l{A(.:'l'loNAI, SL('-l'lON 10, SoIJ’l'J I OO” 13' IG" WI ;,S'1' 445 , 19 l;ltl"Jl-; 'J-lIF iNC'[': \Vy:S' 1- 400. 14 l"l'It','I- ’ll) 'l'[ II{ '!'ItU ll 1)( ) IN-[' oi '’ 131'ICI INN IN(. ii "l’III'IN( :It ('oN'’l-iN\.JiN(_ i WESI 1 '+2.05 l’'F':[-:'l'= ’1-111:NCl£ S(:)IJ'l't 1 73'> 30' 48" WI IS'1' 56.48 }'}':F'l- 'i-o 'l'Fll-I liE(_iINNINCI OF A NON-'l-AN(-;I:N'l' C'UltVl: ( :(-)NC:/\ VE NOF(i'll FRI.Y AN 1 ) HAVING A RADll JS (_)1" 363 .80 FElt'I'. A RAI)1 Al. I.INI ': Ol; SAII) (:tJltVL: ' I'I IROUCiii SAID i>OIN’i- BEARS NORTI 1 04') 39' 4 1 " R/ F,S-1 ', 1-II [;.N( 'l': Wl:.SI'L':I{I .Y At ,ON(+ SAII,) ('t.IRVFI ’J-1 IROtJ(-iF'l A CENTRAL AN(;LE OF 1 (1') 32' IO" A DIS'l'ANCI: o}" 66.<=>o Ft{I ;,T: THI'INCL: S(it J’1'11 295.96 l"l. il:'F; 'F}IENCE NORTH 82n 5 01 42 '1 leAST 2 1.d5 Ff:I:'['; 'l-Ill:NC'F•', SOLJl- I1 070 001 3S'1 ItAS'1 ' 274 ,49 FF:F:'l'; TEI ENG.E N(')R'1’I1 860 I1 ' (>4't 1: /\ S’1' 48,7C> 1-'F':ITF; ’l'l-IF",NC fl NOR-I-t-1 89n Sf)’ 58" I-:AS'1- 51.71 FEEl-; I'Ill:'N CII': N(.)R’1-11 80" 56' 18" l-'.AS;'1- 64.3+ I:[':l:’l'; 'l'Ill:NCI;. NOR'r Fl 80'’ 48' II " [AS’1’ 114.46 l:l'.t-:'l': 'Fl-l[£N('l-: NOR'1' l1 IS 1.36 l"l-:ti’1': 1-111-INCI.t SOU-FH 89' 57' 31" WI;,S'1' 46.04 I?EE’l'; l-lIJjN(: I--: N(.)R-1’1'1 07'' oo’ 35’' Wl",S'1' 1 93 ,57 Fl:[':'l'= '1-11i':N(.’F, NOR'l'F'1 223.76 FF;It I' 'i-O '1-IIE ] R LIT" l>OIN'l' ( ) IT BE(’i INN IN( i PARC' Eli 9 : I'T IA'l' POR-i-TON OI'’ I.o'1' 2 IN -l'l IT': NOR'l'}-lWI':S;-l' Qt JAI{TER (')1; 1''r{A(:'T'JONAI. SIT.(’TION 10, [-(>WNS;III P 3 Sot.J'l'l'l, RAN( -iF1 12 WI £S' l-, IN 'l-III’: RAN(-IIO SAN’l'A (,ilIR’l'ltUDI'IS, IN ’I'll E ( ' ITY o T; DOW Nl.'. Y. AS RE( :oRI.)i-:1 ) IN BOOK 1 PACI l: 5(>2 C)T'' MIS(_.:I'll..LAN tK)US r( Ii(' 'o RbS, R r.:(-o Ri')rtF) IN 'I- I IIt Ol.'l.'lC TE o I.' '1-1 1 1-t (':OUN'l'Y RI,:( '(.)R DER o IT SAiD C':(_)UN'-l'Y, SAII.) Po!{'l' I(.)N IS ALSO Sl. iOWN ANI) DI.IS(:RIB[.-,I) AS I'AR(""'1':1. 9 IN ’l'Ill"', RE"I’All_. (''l;,N'l'bIII I) A R( '1 ;,1 , (')(" C':I_JPAN'l' ltll['IJA:SIt A(}l{l'•:}':Ml"',N-l', RE( '(’)1{1')1';,D ON At.J( iI. IS"l' I o, 2004 AS INS'l'l{IJMI.:N’l' NO. 04-20$2077 (.)1'" Ol.'}"l( II Al' l{l"'.('(')Rf )S ANT) L)I::S(:R.[BHI') AS J .-( ) J'.I ,( )WS : IIL( jINNIN( ; A’l' A I)OIN'”l' IN '1-1.IF': NOR'l'lIFIRI . Y ],IN H (.)l"' SAIL) I.o'i’ 2 IN -'l'Ill!: Noirrl'lwl IST Qt IAI<''1'1'II{ Ol" trl<AC'l'lONAT. SI'':(''1'1(.)N 1 o. SAII) I,I'Nl£ A[.SO BrIN(. i 'l'l Ill NOR’l'HER!.Y I,\NI': (-) I"* S--I'l'-(WAR-l" AN D CiR AY R(') Al.), 80 FF{t': I" WII)t"-,, I)!S' l-/\N’I- -l'l'll, ii{1:':ON SOU-l'FI 89Q 52' 14l' W};.:';'1' 646,51 l"FI fl’'I" i?itOM ’t'FII'i. NOlt'-l-'Ill'£/\ST (:oRN I'lII 'I'l ll.".RE(iT:; 'l'i'f l- iNC:II (IN A [. IN it Bli ['W I'll- IN SAID IJC)I'N'l' OI'’ Itt.i( il NN IN(i ANI) 'I’ll A S('JU"l'l'IWFIS"F (-'("JRN I'IR Ol-" 'l'l IE S( )U'l'l ltE A.<;-1' Qi.JAI{’ I'LI( C)IF ’I'lIIi, N(_)l{'l-[IF':A}-;’l' QL J AirFER (_)I" 'l't IE So[J'l'l IW l-:S;’l' QtJARTER o I' SAII) !"t< /\('’l'lONAI , S[':(,'1-10N I O. S(:)tJ'- I'I.I oo" 1 3' 16" WI':S-1' 445, 18 l'[':l.",'l' ’l'o 'I’HE P(-)IN’1 01; BF':(j INN IN( i ; ’I'll F.N('H Wt':S' 1' 406. 14 Ft:,I{’l’ i 'l'lll£N('E SoIT'-1'1'1 223.76 PItT!'I-: "l'FI HN(-E 1)( )('S( )( '/ 1 1 S 3 1 1 Sv 3/<) 1 fi23 \ -<>iioS /\-5 SotJ'Fil 07' oo' 35“ r.As’r 193.57 l"L}':’l’ i -l'HI':NC'l.': NOl{’l'FI 89'’ 57' 31" F:AS'[" 46.04 1''11]:'1'; I'll[iN('F, SOLJTI 1 151,36 F[[:-T': ’FI II::N('F:, NOl<’T'l-i 89" 48' II “ I:AS’[ 334.29 l-'}:l:’l' 'l'o SAII) 1_1NT: BETWEEN THE l>(-)IN'l- OF BE( i INNING ANI) ’l'IIT:. SOI J'J'll WES-l' (-OiiNER OF TIIE SOL IT[ TEAS-1- QI JAR’I-ItR OF TI-IE N(.)R'-I'] IEAST QI JARTrIR OF I'} II: SOtJ'TI]WES'I' Qt JAR'I-ER o[ SAII) }"l<AC'l-IONA L SECTION 10; -1'1-IF:.NCI: N(.)Rl-II Ci0') 13’ 16" Wl:S’I', AL,ONG SAID DES(-RIBl_tD 1.INf{. A 1)IS’l-'AN(-'L': O1“ 566.06 FF;F:'[' 'l'(-) -l'l IF, I'l tUE l>OIN'l- Ol-" Bl-I(_ i INNING 1 )(')('SO( :/ 1 1 531 1 5v3/o 1 6233-o<)b5 A-6 RECORDED BY: F 1 PSI AMERICAN TITLE COMI3ANY LOS ANGELES WHEN RECORDED MAII. TO Stradting Yocca Carlson & Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, CA 92660 Attenti011: Brtlce C. Stuart, Esq E AMENDED MEMORANDUM OF GROUND LEASE 171287-21 (RF.(.'ORDIN G REOtJ ES’rED BY AN D WHEN RE('ORDI':1) M All. ’ro: SI'1'F< ,\1)1.IN( ; Y(X '( 'A (;ARt,SON & R At I'rFI 660 Newport (.'enter I)rivc, Suite lacK> Newport Beach, C'a lift)rnId 92660 Attention: 1'3l'ucc Cl. Stuart, I':sq (Space Abtrve .for Rccordc.T'S ( isc) AMENDED MEM OID\N DUM (> F G ROll ND LEASE I . bA R'I'll.'iS I'Hls; AMI',NI)LI) MI":MORANI)IIM (:)I' CiltOtINO 1 ,it/\SIt (thIS ''Mcrnorandunr") is made and entcl-c, I illto as of _.Aed&b ac _, 2006, by and hctwcc,1 THIS (-rl'Y or 1)(>WNty, a public body corporate uncl politic, its I.itndlortt. antI I)OWNlly I.ANI JIN( i. 1,1.(.', a C:alifornia limited liability colnp:\ny. as Tcnalrt, il11d anrcllds that ccrlain Mcnlorandun1 of (;round I.case dated August 10, 2(>04 alld recorded on August 1 C), 2004 in the OfJlclitl Rccords of Los Angeles ('ounty, (:alil'onrla, as I)oclllncnt No. 04-2052C)75, it) incol'pol'atc Lhc terms of that cerLaln Fil-st Amendment to Ground 1,ease dalcd as tIl- Mk_!! \S._ , 20(J6. entered i11to hy a11d bctwccn I.andlord and 'l'cnant (the 'First Amendment") \2. T. II,ASl'tI) PR IT,MISr.s 1.ancllord has leased to -l'cuant that ccrtain real property (" I.eased Premises") more partic\llilrly described in t':xhitrit '’A" attacllcd tlcrctc). I)LIl->;ual it to the tel-nls of tllat certaIn Ground 1.cilsc between I.alltllord alld ’I’errant dated as t>f August 1(>. 2004, as ;nnended by the First An\cn(IIncnt (as £lnlcndCLl, the "Grrlund I ,ease" ) 3 . G LN E RAL (a)C'ounLQu}gILa. tI- this Memorandum is executed in counterparts, each is hereby declared Ici be an original; all, however, shall constitute but one (1) and the same MeInorandum, in any action or ]>rocccdinB, any photographic, photositalic or other copy of this 'Mcmoranduln may bc introtluccd into cvidcnce without foundation (I1 ) (C) f;ucccsstrH_altI AJ$iEps. ’I-his Mcluctl'a11tlunr sllilII inurc to the benefit of and be bInding upon the llcil-s, rcprcscnt21tivcs, success(>rs alld assigns o J' each of the panics Ircrcto Attorllcys' lkQj. In the cvclrt (>1' any clispLlle bctwccn tIle parties hereto involving the covenants and conditions conTained in this Menlorantlum, tIle prevailing party shall bc cutiLlcd' to rec<)vcr its rcaso1121blc cxpcnscs. attorl leys' fees and cos is. whether or rIot taxable. \ II( )( :S(.)(:/ 1 1 54223 v2/t) 1 62]3 -o005 ( ((1 )!ncQFwlctcJILIFI.nz!,!'y. 'l'llis Mcnlol-atrduln is Irot a c(inrplctc sunrlnary of the Ground T,case. Prc>visions in this Mcmorandulrr slraII not be used in intclprcting thc Ground T.case. In the event cif a connict, ambiguity or inconsistency between this Mcmorandum and the (-+roLlnd I.case, the teITns and conditions of the (3rour)d Lease shall prevail 4 I.:XI tCU’I’ION I-hc parties have executed ttlis Memoranduln as of the month, day and year fIrst written above l’EN,\NI':LANDLORD : I)OWNEY L.ANr)ING, T.I.C. a Cali Form ia limited liability company THU (- ITy or DowNBY, a California municipal corporation „,,__.'._..,..f ' aAF=::,By Name: Title: Name: 'l'ht)rnas H. Purcell title: (:ha irluan By:_ Name: I'illc:(:::::J J F\ArI'ROVED AS 'II) FORM : 'Ila }\\ fI \\ \; \ \ ]'3y Name I’it lc: Charlcs S. Vose (:ity Attorney 1.)OC'SO("/ 1 154223v2/0 1 6233-af>05 (d)Incorr]pleje Summary. This Memorandum is not a c(rlnplcte summary of the Ground Lease. Provisions in this Mclnorandunr shall not bc tlsed in interpreting the Ground 1.case. In the event of a conflicl, ambigllity or inconsislcncy bctwecn this Menloranclum and the Ground I.case, the terms and conclitions of the Ground Lease shall prevail. 4 F.XE('\J'l'loN I'hc panICS have cxccutet] thIS Menlora11dunl IIS oF the lnontl1, day and ycal' llrst written a bt) vc I'£N '\N'r:I .AN nI.c>nD: 1 )O WN EY 1,AND IN CI, III J( ' , a (':illi II)mia linllted liability company rId h ('Ir"Y OI; DOWN HY, a ('alifonli£l rnunicipaI coITroration By Nanrc: ’l'llonlas ll. Purcell I'illc: ('haiITnan Nallrc' Gerald M.. Caton T'itlc:... City Nlana99[ By A PI’ROV£O AS TO FORM: Narnc: Dotlglas B. Gray I'lt IcI President NamE I'itlc: Charles S. Vos;e (-ity Attorney DOC'SO(':/ 1 1 54223v2/f > 1 6233.0005 ( S'l'/\'1 1,: ( )1.' ( ’A I.li"oi<NIA ('OtIN'l"\' C)1; ORANCE ( )n 4 p r i ! .'1_1_..,. __Z£)Q6 , I)cl'orc nlc, . Su$ga. J.L ._p i el__._._._ (I'l-iI it NaII'lc tII' Ntrl;ll'y IJttblic) , Nc)tttl'y Pllblic, r3crst>lld II y appeared Thou IPg H , Ptlrc€}_I .g.nIi !?clv}ELy.q.. B .(;rbi pcI-sonally known to Inc or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) b/arc subscribed to the within instrument and acknc>wlcdged to me that .he/8hc/thcy executed the same in bin,[her/thcir auThorized capacity(ics), and that by his/her/tllcir signature(s) on thc instrument the person(s), or the cntily upon behalf of-which the person(s) acted, cxccutcd thc instrunrcnt. imn# 1466391B ITI }B+oryRHc OraIHOardy;2My Comm. Ex++''O'c9.2Wl WI’l'NTISS nly h£lncl and oftlcial seal A' I,f.•d4-'p't Sill113l1 irc o f Nt>tlll'y ++ till I' I .. ?.. It: i OPTIONAL I'htrllgh thc clula below is llnl rcqui'l'cd by law, it nIlly prove valuable to persons rc lying on the clocurllcllt and corlld prevent frilllctLl]cIlt rcattuchnrcllt of this ftirnr. ( .' APA(,'l'l'Y (.-IJ AIMED BY SIGNER bES(.'1{11)’1'10N 01'' A'l’TA(:H El) J)O(:tJM EN’I I [.- I I llltllvidual < 'ltj-pt>rate Ofllccr I'itlc( s) Amended Memorandum of Ground IJease I'itlc Or I'ypc (if I)oc\t13rc11t [- 1 r-1 [] 1----'1 F---I 1lart tIer(s) D B Attorney-In-Fact I'nl s,lcc(s) ( iII aId ialt/(-:t>n$crvaLol ( )tIlcr 1.inritetl (;cncral Nt; nIl;cF (it' J)ages St};tIer IS £'cprcscllting: N;1111c < )I l’,'lX\Ill(s)(')I' Ii.111 ity( ics) I ):;it:' ( 3f iSIl& 6l{:its I)£zwlley_ Lq'n.dIng ('Sigucr(s) (JIllcr -1-hall Nalncd Ahil\'c 't’r'v CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ,xW47C4F4,\ - t . x- ax:exi<wxieA;q<;C$;qXXQ\ ' x \X4icA;CC:'<- 'M;q<;qc;q6x6;e4:e<;ec;qx3qx;C4Y:4xAxc>-.AY' ' ‘ a P S; tilII G/i£awuh ‘ bI ;( Ri B k (S ks il q \), .b b b (" A ( ic)i v of las Q/W&e .J/7 Z_b way A- f talk.before. I no ,L: /aIds t?Ar yNan>c a11rl Tltle ul Otllct)r (c.q . -.ifIIte I)url. Nllllll pers;,ll,\lly appeared t to f:.1,7£JI(/II . A8ntn(5) ol £-lqi ir(sj Vpersonally known to me proved to me on the basis of satisfactory evidence to be the personA whose name£Ms/are'subscribed to the within instrument and acknowledbed to me that he/sMhw executed the same in his/her/the+ authorized capacity(M, and that by his/her/thoir signatureW’ on the instrument the pers.on(#, or the entity upon behalf of which the personK acted , executed the instrument WITNESS my hand and official seal .d X X a ,IS S i a (4 a ii q X’ e Slqnattlro ol Nolary PUbIIC OPTIONAL l-llcrtl LIII tIlt.' illforln8tion below is rIot reqllII-r>II by lilw II 111ay prove valuable to persons relyir\9 OII tlle dOCllllrtII'll alrd could prevent fraLtdUll}IIt Il?IItDvat and rc.ilttachment of ttlis form to another doctlmellt.L Description of Attached Document -ntl(' 't, rype ot Document: . /ha&/@ pp az d&@C)/H or &O,P/k ( !.)oc;lirrlertt Date @Hz in -t - „',. 'OL Number of Pages SIC)nt ?I (!;} Other Than Named Above & b Capacity(ies) Claimed by Signer(s) ',g„,„ . ~,„,,. _C;era(A D_ %@.! Signer’s Name indIVIdual Corporate Officer Fit le(s): F','lrTlrer .-- ; Limited Allot lley-in-Fact I rustee CiLlardian or Conservator I>( Other Individual Corporate Officer Title(s) Partner --.- I ' Lirnited ! ! Genera Attorney-in- Fact Trustee Guardian or Conservator Other: C'lerlel Flt OFHs IMFa 'T„p ,;I 11„,r,ltl tl, ..]'l'tIP of thtlrnrt Flt?re SI(;neE is Representing Signer is Representing:t;’ ;+Y . #..bd &:43 ,c) 191)f; N,tIlt)rt.II Ntltdt'„ As'xtIIli ItIIIn • 8236 Rl.'mmol Ave.. P.o. Box T\ 114 ' Car\nga Park ' ;A 91 309' 7184 Pro(J No 5907 Roolder' CaII Toll.Free 1.800'876'68£?7 EXHIBIT A LEGAL DESCRIPTION OF THE LEASE PARCEL A GROUND LEASE INTEREST IN PARCEL 4: THAT PORTION OF LOT 2 IN THE NQRTHWEST QUARTER OF FRACrIONAL SECIION IO, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY. AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 4 IN THE MEMORANDUM OF GROUND LEASE RECORDED ON AUGUST 10, 2004 AS INSTRUMENT NO. 04-2052075 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACrIONAL SECIION IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WIDE; DISTANCE THEREON S 89 DEGREES 52' 14" W 646.51 FErr FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE S OO'13'16" W. A DISTANCE OF 80.02 FEEr TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE SOUTHERLY ALONG SAID LINE, A DISTANCE OF 1,020,58 FEn; THENCE N 89'52'23" E, A DISTANCE OF 605.82 FErr; THENCE N ljDj2'49" E, A DISTANCE OF 27.51 FEEr TO A POINT OF CURVE TO THE LEFr HAVING A RADIUS OF 152.00 FEEr AND A CENTRAL ANGLE OF 11'20'26"; THENCE NORTHERLY ALONG THE ARC A DISTANCE OF 30.09 FE fr; THENCE N OO'06’49" W, A DISTANCE OF 262.35 FEFr; THENCE N 09'53'54" W, A DISTANCE OF 70.92 FEn; THENCE N OO'08'49'' W, A DISTANCE OF 73,77 FE Fr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT, OF WHICH THE RADIUS POINT LIES N 89'52’22" E, A RADIAL Di£rANCE OF 151.00 FE Fr; THENCE NORTHERLY ALONG THE ARC. THROUGH A CENTRAL ANGLE OF llo19'04", A DISTANCE OF 29.83 FE Fr; THENCE N 11'11'25" E, A DISTANCE OF 29.94 FEfr TO A POINT OF CURVE TO THE LErr HAVING A RADIUS OF 164.00 FEEr AND A CENTRAL ANGLE OF 11'19'02"; THENCE NORTHERLY ALONG THE ARC A DISTANCE OF 32.39 FE Fr; THENCE N OO'08'10" E, A DISTANCE OF 418.83 FE Fr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LErr. OF WHICH THE RADIUS POINT LIES S 84'57'35" W, A RADIAL Di£rANCE OF 50.00 FEn; THENCE NORTHWESTERLY ALONG THE ARC. THROUGH A CENTRAL ANGLE OF 85'05'21", A DISrANCE OF 74.25 FE Fr; THENCE S 89'52'14" W, A DISTANCE OF 79.07 FEFr; THENCE N 88o15'50" W, A DISTANCE OF 61.44 FE Fr; THENCE S 89'52'14" W. A DISTANCE OF 419.63 FE Fr BACK TO THE TRUE POINT OF BEGiNNING f ( ASSIGNMENT AND ASSUMPTION OF GROUND LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this " Assignment") is dated and made effective as of I-+/r; ( 2 S+ , 2006 ("Effective Date"), by and between DOWNEY LANDING, LLC, a California limited liability company, as Seller ("Assignor"), and DOWNEY LANDING SPE, LLC, a Delaware limited liability company ("Assignee"). RECITALS A. THE CITY OF DOWNEY, a public body corporate and politic, as "Landlord2" and Assiwor, as Tenant, entered into that certain Ground Leasq dated £\ugust IO, 2004, as amended by that certain First Amendment to Ground Lease dated N(x v q1 r\ 2006, copies of which are attached hereto as Exhibit '’A" (collectively, the "Lease"3: / All capitalized terms not otherwise defined in this Assignment shall have the meaning set forth in the Lease. B. Pursuant to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of December 20, 2005, as amended, by and between SC Downey, LLC, a California limited liability company, and Douglas B. Gray, as Trustee of the 1999 Gray Family Trust dated November 8, 1999, as amended, as "Seller", and Levon Investments, LLC, a California limited liability company, as "Buyer", Buyer has agreed to purchase from Seller all of the membership interests in Assignor, and immediately thereafter Assignor will convey to Assignee the fee interest in the Acquisition Parcel and the ground leasehold interest in the Lease Parcel f C. Pursuant to Sections 17.2 and 17.4.1 of the Lease, in the event of an assignment of Tenant's interest under the Lease, Landlord must approve the form of such assignment. D. Assignor desires to assign all of its interegts under the Lease to Assignee. Subject to the terms and conditions of this Assignment, Assignee desires to accept the assignment of all of Assignor's interests in the Lease and to assume all of the accrued and unaccrued obligations of Assignor under the Lease. E. All capitalized terms not defined in this Assignment shall have the meanings set forth in the Lease. NOW THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, Assignor and Assignee hereby agree as follows: 1. Assignment. As of the Effective Date, Assignor assigns and transfers to Assignee all of its right, title and interest in and to the Lease and any and all security deposits, advance rental payments, amendments and other agreements and instruments related thereto, including, but not limited to, any subordination, non-disturbance and attornment agreements (collectively, the ’'Lease Documents"). 2. Assumption. Assignee hereby accepts the foregoing assignment and hereby assumes all of the accrued and unaccrued obligations of Assignor associated with or related to the Lease Documents and agrees to pay, perform or discharge when due all the liabilities and obligations ofAssignor arising under the Lease Documents. DOCSOC/ 1 1 51 820v2/0 1 6233-0005 3. Conditions Precedent. The foregoing assignment and assumption shall be subject to and conditioned upon receipt by Assignor and Assignee of Landlord's written consent to the assignment and assumption of the Lease, attached hereto, in accordance with Article 17 of the Lease, not later than the Effective Date. 4. Further Assurances. Each party to this Assignment shall, at its own cost and expense, execute and deliver such further documents and instruments and take such other actions as may be reasonably required or appropriate to evidence or carry out the intent of this Assignment 5. Attorney's Fees. If any party to this Assignment brings any action or suit against the other for any matter relating to or arising out of this Assignment, or if either party appears in any bankruptcy proceeding relating to the other party arising from a dispute under this Assignment, then the prevailing party in such action, suit or proceeding, whether by final judgment or out of court settlement, shall be entitled to recover from the other party all costs and expenses of suit, including actual attorneys' fees. Any judgment or order entered in any final judgment shall contain a specific provision providing for the recovery of all costs and expenses of suit, including actual attorneys' fees incurred in enforcing, perfecting and executing such judgment. For the purposes of this Section 5, such costs and expenses shall include, but not be limited to, in-house and outside attorneys' fees, costs and expenses incurred in such action, suit or proceeding, including, but not limited to the following: (i) post-judgment motions; (ii) contempt proceedings; (iii) garnishment, le\T, and debtor and third party examinations; (iv) discovery; (iv) bankruptcy proceeding and litigation (including post-petition proceedings); and (vi) appeals. 6. Governing Law. The Assignment shall be governed by, and construed in accordance with, California law 7. Captions. Captions to the sections in this Assignment are included for convenience only and do not modify any of the terms of the Assignment. 8. Severability. If any term or provision of this Assignment is, to any extent, held to be invalid or unenforceable, the remainder of this Assignment shall not be affected, and each term or provision of this Assignment shall be valid and be enforced to the fullest extent permitted by law. 9. Heirs and AssigTls. This Assignment shall be binding upon and inure to the benefit of the parties and their successors and assigns. 10. Counterparts. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same agreement. DOCSOC/1 15 1 820v2/016233-0005 IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the day and year first above written. Address :ASSIGNOR: c/o Investec Real Estate Companies 200 E. Carrillo Street, Suite 200 Santa Barbara, California 93101 Attention: Kenneth P. Slaught DOWNEY LANDnqG, LLC a Califolnia limited liability co :enneth F KghtNam; :hief Executive OfficerTitle Address:ASSIGNEE: c/o Investec Real Estate Companies 200 E. Carrillo Street, Suite 200 Santa Barbara, California 93101 Attention: Kenneth P. Slaught DOWNEY LANDING SPE, LLC a Delawqe limited liability company b Nam8 eimeth P. SlaugE kef Executive OfficerTitle: DOCSOC/1 151 820v2/016233-0005 -3- LANDLORD'S CONSENT Pursuant to that certain Ground Lease (the '’Ground Lease") dated August 10, 2004, entered into by and between the CITY OF DOWNEY, a public body corporate and politic, as Landlord (the "Landlord"), and DOWNEY LANDING, LLC, a California limited liability company, as Tenant ("Tenant"), Landlord hereby consents to the foregoing Assignment and Assumption of Ground Lease dated , 2006, entered into by and between Tenant, as Assignor, and Downey Landing SPE, LLC, a Delaware limited liability company, as Assignee. This consent shall not be deemed a consent to any subsequent assignments, transfers or sublettings, nor act as a release of any claims or liability on the part of Tenant under the Ground Lease. CITY : Dated: L/ '2 g-- OG CITy OF DOWNEy, a California municipal corporation APPROVED AS TO FORM: Name 'ald M Name: Charles S. Vose Title: City Attorney Title: Cjty Manager DOCSOC/ 1 151 820v2/016233-0005 CALIFORNIA ALL.PURPOSE ACKNOWLEDGMENT g g HI .+n\ State of California }“.County of FTx Irq\r,._> ) end;) wry,,h On F\\'!?,I => "X[m personally appeared _bb\uk& before me, J ’-? .b+H££};ht#A _:=-, r,Mcb,b'P Name(s) of Signe(bb b_,a'b-ersonally known to me a proved to me on the basis of satisfactory evidence M W El IJ }J 1) It 8 to be the person(V whose name( S) is/an subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/hay+h8ir authorized capacity(M), and that by his/hw/their signature(g) on the instrument the person(S), or the entity upon behalf of which the person(s) acted, executed the instrument. min–n( CommIssIon # 1405330 g WITNESS my hand and official seal. @ IJ of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document TiN, „ Typ, ,f D„,m,,t, B&& Document Date: 4- b5 - e,L Number of Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer g It @ Signer’s Name: [] Individual a Corporate Officer – Title(s):a Partner – D LImited [] General D Attorney-in-Fact D Trustee [] Guardian or Conservator [] Other: DLL g g B: b,g ;xB(©©iew©Qv£qKx==qTbnDEEingcB{ TH-aSHe:€7£===@IM:X;~i \ O 1999 National Notary Association ' 9350 De Soto Ave.. P.O. Box 2402 • Chatsworth, CA 91313.2402 ' www.nationalnotary.org Prod. No. 5907 Reorder: Call Toll-Free 1.800.876.6827 ©§BiEliM here Signer is Representing:. CALIFORNIA ALL-PURPOb£ ACKNOWLEDGMENT se33 bA <% State of C:cLIffa vl&A ; County of Las (?fLy 'roo une On &pGL ualeU aaGe before me,&o/LIb. L.no)/s+,Wc& Name and btle of Officer (e.g., "Jane Doe, Notary Public’') % Name(s) of Signer(s) personally appeared GoA&ZaC /y). t8ersonally known to me = proved to me on the basis of satisfactory evidence to be the person(W/whose name(s) is/al'G ,ubscribed to the within instrument and acknowledged to me that he/she,’they executed the same in his/hcl','tllcir authorized capacity( 4), and that by his/hon/their signature(X’on the instrument the person M, or the entity upon behalf of which the person(X acted, executed the instrument. B Comm. No. 1537W NOTARY PUBLIC . CALIFORNIA tOS ANOELES COUNTy My Comm. Exp. Jan. 20. 2009 WITNESS my hand and official seal. (1 (1 el SIgnature of Notary Public OPTIONAL Though the information below is not required by law. it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document, Description of Attached Document Title or Type of Document:Olga 4ssbMf>JiM of c;tuba Mgb L( Document Date: A Signer(s) Other Than Named Above: F Number of Pages:'+ Capacity(ies) Claimed by Signer(s) Signer’s Name:GeR.,dJ aQ . ea+ryu Signer’s Name: [] Individual D Corporate Officer Title(s): D Partner – [] Limited [] General [] Attorney-in-Fact [] Trustee [] Guardian or Conservator ROther: [] Individual a Corporate Officer Title(s) : [] Partner – [] Limited [] General [] Attorney-in-Fact [] Trustee [] Guardian or Conservator [] Other:Top of thumb here@FHliHHjrnb Fm ai tV , Signer is Representing:Signer is Representing: © 1996 NatIonal Notary AssocIation • 8236 Remmet Ave., P.O. Box 7184 • Canoga Park, CA 91309-7184 Prod. No. 5907 Reorder: Call Toll.Free 1-800-876.6827 EXHIBIT "A" GROUND LEASE [ATTACHED I f DOCSOC/1 15 1 820v2/016233-0005 A- 1 CONSENT OF THE CITY OF DOWNEY TO ASSICNMENT OF MEMBERSHIP INTERESTS IN DOWNEY LANDING, LLC UNDER THE GROUND LEASE The City of Downey, a public body corporate and politic, as Landlord (the "City"), and Downey Landing, LLC, a California limited liability company, as Tenant ("Downey Landing"), entered into that certain Ground Lease (the ’'Lease") dated August 10, 2004. Pursuant to Sections 17.2 and 17.4.1 of the Lease, in the event of an assignment of Tenant's interest under the Lease, Landlord must approve the form of such assignment. All capitalized terms not otherwise defined in herein shall have the meaning set forth in the Lease. Pursuant to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of December 20, 2005, by and between SC Downey, LLC, a California limited liability company, and Douglas B. Gray, as Trustee of the 1999 Gray Family Trust dated November 8, 1999, as amended, as Seller (collectively, "Original Members"), and Levon Investments, LLC, a California limited liability company, as Buyer ("New Member"), New Member has agreed to purchase from Original Members all of the membership interests in Downey Landing, which owns the fee interest in the Acquisition Parcel and the ground leasehold interest in the Lease Parcel. Downey Landing has requested the City to consent to the sale and assignment of all of Original Members' membership interests in Downey Landing to New Member. The City hereby consents to the sale and assignment of all of Original Members' membership interests in Downey Landing to New Member, provided that this consent shall not be deemed a consent to any subsequent sales, assignments or transfers, nor act as a release of any claims or liability on the part of Downey Landing under the Lease. CIT\ Dat,d, y -2 r - ad THE CITy OF DOWNEY, a California municipal corporation Name: Gerald M. Caton Title: City Manager APPROVED AS TO FORM: # By Name: Charles S. Vose Title: City Attorney DOCSOC/1 153 847vl/016233-0005 '\ ESTOPPEL CERTIFICATE OF THE CITY OF DOWNEY PURSUANT TO THE GROUND LEASE DATED AUGUST 10, 2004 The undersigned is the Landlord under that certain Ground Lease dated August 10, 2004 (the "Ground Lease") by and between Downey Landing, LLC, a California limited liability company, as Tenant, and the City of Downey, a California municipal corporation, as Landlord. All capitalized terms not otherwise defined in this Certificate shall have the meaning set forth in the Ground Lease. This certificate is given for the benefit of Levon Investments, LLC, a California limited liability company ("Buyer"), and BANK OF AMERICA, N. A., a national banking association, and its successors and assigns ("Lender"), which is making a loan that will be encumbered by a mortgage on the leasehold interest under the Ground Lease (the "Loan"), in connection with Buyer's proposed acquisition of all of the membership interests in Tenant, which owns a fee interest in the Acquisition Parcel and owns a ground leasehold interest in the Lease Parcel. The under,signed hereby states as follows : 1. To Landlord's knowledge, the Ground Lease is presently in full force and effect and has not been amended, modified or otherwise changed, except pursuant to the following written amendment that certain First Amendment to Ground Lease to be dated effective as of the date of the closing of the above-captioned Loan. 2. To Landlord's knowledge, Tenant is not in default in keeping, observing, or performing any term, covenant, agreement, provision, condition or limitation contained in the Ground Lease i 3 Rent has been paid through April 30, 2006 4. The Term Commencement Date was August 10, 2004, and the Expiration Date for the current Term is August 9, 2059 5 . Tenant has achieved Completion of (a) the Required Restaurants prior to the Restaurant Date? and (b) the First Phase Required Original Improvements prior to the First Phase Required Original Improvements Completion Date. 6. To Landlord's knowledge? all buildings constructed on the Leased Premises constitute Permitted Buildings constructed in Permissible Building Areas 7. Landlord has approved all Occupants and Subtenant uses as First Quality Uses to the extent that such approval is required under the terms of the Ground Lease. 8. To Landlord’s klowledge> the plans used for the Construction of Improvements to the Leased Premises all constitute Approved Plans and all such Improvements have been constructed in compliance with the Development Permits The undersigned executes this certificate with the understanding that Buyer and its mortgagee or beneflciary under a mortgage or deed of trust> will rely on the information contained in this certificate. The information contained above shall not subject the undersigned to damages arising out of the negligent or otherwise inadvertent failure of the undersigned to disclose correct and/or relevant information. Such statement shall, however, give rise to waiver and estoppel of any claim or defense bY the underslgned to the extent such claim or defense is based on facts contrary to those asserted above, which were known to the undersigned> and to the extent such claim or defense is asserted against Buyer or its lender, who in DOCSOC/1]51928v4/016233-0005 reasonable reliance upon this certificate has become a bona fide purchaser or encumbrancer for value without knowledge of facts contrary to those contained above. CITy: Dated: YP ;a f -a6 APPROVED AS TO FORM: Name: Charles S. Vose Title: City Attorney Title: City Manager DOCSOC/1151928v4/016233-0005 \ PERMITTED LEASEHOLD FINANCING NOTICE, MORTGAGEE CONFIRMATION REQUEST AND CERTIFICATION OF PERMITTED LEASEHOLD MORTGAGE The City of Downey, a public body corporate and politic, as Landlord (the "City"), and Downey Landing, LLC, a California limited liability .company, as Tenant, entered into that certain Ground Lease dated August 10, 2004 (the ’'Ground Lease"). All capitalized terms not otherwise defined herein shall have the meaning set forth in the Ground Lease. In connection with its proposed acquisition of the Acquisition Parcel and the Leasehold Interest, pursuant to Section 19.1 of the Ground Lease, Downey Landing SPE, LLC, a Delaware limited liability company ("New Owner"), hereby delivers to the City (i) this notice requesting Permitted Leasehold Mortgage and Permitted Leasehold Financing status and (ii) this Mortgage Confirmation Request, submitted both on behalf of New Owner and its proposed Permitted Leasehold Mortgagee, seeking the right to moltgage the entire Tenant’s Estate and the entire Leasehold Interest and in connection therewith, provides the following information: (1) The name and address of the proposed Permitted Leasehold Mortgagee is as follows: Bank of America, N. A., a national banking association, 5 Park Plaza, Suite 500, Irvine, California, 92614 (2) The proposed Permitted Leasehold Mortgagee’s business is: National banking association; CMBS Division. [ (3) The proposed effective date of the Permitted Leasehold Mortgage is May 3, 2006 (4) The primary terms of the proposed Permitted Leasehold Mortgage are as follows: Sixty-Eight Million Five Hundred Thousand Dollars ($68,500,00.00) principal amount, ten-year term, interest only payments secured by a first trust deed on the entire property, subordinate financing prohibited. When the Permitted Leasehold Mortgage becomes effective, there will be no other effective Permitted Leasehold Mortgages. (5) The current appraisal of the Tenant’s Estate in customary form and substance and prepared by an appraiser is attached hereto as Exhibit A. The City hereby certifies, pursuant to the Ground Lease, that the proposed mortgage is a Permitted Leasehold Mortgage and Bank of America, N. A., a national banking association, and/or its permitted assignees, is a Permitted Leasehold Mortgagee. ( CITY: Dated: q - lg /06 THE CITy OF DOWNEY, a California municipal corporation APPROVED AS TO FORM: By: Name: Title: Name: Charles S. Vose Title: City Attorney DOCSOC/ 1 153527v3/016233-0005 f + X t EXHIBIT A Appraisal of Tenant’s Estate [ATTACHED] A- 1 DOCSOC/1153527v3/016233-0005 A’ This page is part of your document - DO NOT DISCARD A 06 0993809 RECORDED/FILED IN OFFICIAL RECORDS RECORDER'S OFFICE LOS ANGELES COUNTY CAUFORNIA 05/05/06 AT 08:00am TITLE(S) : A A1111111111111HE ET FEE FEE it;1 ] $X?:hi D.T.T. CODE 20 CODE 19 CODE 9 Assessor’s Identification Number (AIN) To be completed by Examiner OR Title Company in black ink.Number of AIN’s Shown I A THIS FORM IS NOT TO BE DUPLICATED A RECORDED BY: FIRST AMERICAN TITLE COMPAN\ LOS ANGELES WHEN RECORDED MAIL TO DOWNEY LANDING SPE, LLC C/O Investec Real Estate Companies 200 E. Carrillo Street, Suite 200 Santa Barbara, California 93101 AHn: Gregory Parker (', //L/ 06 0993809 SPACE4IGVE THIS LINE RESERVED FOR RECORDER'S USE TERMINATION OF THE PARTICIPATION PAYMENT AGREEMENT : J-: { + L f- I 171287-21 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: DOWNEY LANDING SPE. LLC c/o Investec Real Estate Companies 200 E. Carri110 Street, Suite 200 Santa Barbara, California 93101 Ann: Gregory Parker (Space Above for Recorder's Use) TERMINATION OF THE PARTICIPATION PAYMENT AGREEMENT The City of Downey, a California municipal corporation (the "City") and Downey Landing, LLC, a California limited liability company ('’Downey Landing"), entered into that certain Participation Payment Agreement, dated as of August 10, 2004, and recorded in the Official Records of the Los Angeles County Recorder's Office on August 10, 2004 as Instrument No. 04-2052076 (the "Participation Agreement"), which provides for certain payments to the City. All capitalized terms not otherwise defined herein shall have the meaning set forth in the Participation Agreement. In connection with the proposed acquisition (the " Acquisition") by Levon Investments, LLC, a California limited liability company ("New IWember") of all of the membership interests in Downey Landing, from SC Downey, LLC, a California limited liability company, and Douglas B. Gray, as Trustee of the 1999 Gray Family Trust dated November 8, 1999, as amended (collectively, "Original Members"), Downey Landing has requested that the City of Downey ("City") confirm certain items for the benefit of the New Member, its lender and Downey Landing SPE, a Delaware limited liability company ("New Owner") to which Downey Landing will convey all its interest in the Acquisition Parcel described on Exhibit A attached heretO and the Ground Lease Parcel described on Exhibit B attached hereto i The City hereby confirms that it recognizes the Acquisition as a Sale and a Total Sale, and upon the closing of such Total Sale (i) the Acquisition Parcel and the Ground Lease Parcel shall be released from any obligation under the Participation Agreement, (ii) Original Members shall pay to the City through escrow at the time of closing of the Total Sale a good faith estimate of the Total Sale Participation Payment and within @_ @ days following such closing, Original Members shall deliver to the City their final w;itten calculation of the applicable Total Sale Participation Payment and payment of any deficiency in the estimated Total Sale Participation Payment, (iii) only Original Members, but no else, including, but not limited to Downey Landing, New Member or New Owner, shall have any obligations under the accounting and review provisions of Section 4.3 of the Participation Agreement CITY Dated: q - ab- '06 THE CITy OF DOWNEY, a California municipal corporation APPROVED AS TO FORM By: NameBy:rg Name':Charles S. Vose City AttorneyTitle Title: City Manager DOCSOC/1 156596v2/016233-0005 06 0993809 4.r STATE OF CALIFORNIA COUNTYOF Zag %@ :i+l o+lbw"tO On ' @4&C'a5, a DC&, before me,, Notary Public, Gahead. /r) .add,.,, (Print Name of Notary Pub]ic) personally appeared X a personally known to me to be the person(d whose name(X is/aro subscribed to the within instrument and acknowledged to me that hehhc,/tlny executed the same in his/hahdr authorized capacity(Ks), and that by his/Mark signature(A on the instrument the person$1, or the entity upon behalf of which the person A. acted, executed the instrument. WITNESS my hand and official seal. or daUB OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form, CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT D D Individual Corporate Officer <byu?a a2. d%;Mt/fan in a'we\{fT{THE{' ATitle(s) D Partner(s)D D Limited General E D Da Attorney-In-Fact TIustee(s) sr::-'“"z)y/ a Number Of Pages Signer is representing: Name Of Person(s) Or Entity(ies)as, boDe Date Of Documents Anl f-':' I :. J-i 1I J'--I IV )-’ J Ba 0- I iSigner(s) Other Than Named Above 06 0993809 DOCSC)C/1 156596v2/0 1 6233-0005 EXHIBIT A THE ACQUISITION PARCEL THE LAND IS SITUATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1 : THAT PORTION OF LOT 2 IN THE NORTHWEgr QUARTER OF FRACriONAL SEcrioN lo, TOWNSHIP 3 SOUTH, RANGE 12 WE£r, IN THE RANCHO SANTA GERTRUDES, IN THE crrY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS. RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 1 IN THE PARTICIPATION PAYMENT AGREEMENT RECORDED ON AUGugr IO, 2004 AS IN£rRUMENT NO. 04-2052076 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS : BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEgr QUARTER OF FRACIIONAL SECIION IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF grEWART AND GRAY ROAD, 80 FEFr WIDE; DIgrANCE THEREON S 89 DEGREES 52' 14" W 950.60 FErr FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE S OO'13’16" W, A DI£rANCE OF 86.31 FEn TO THE TRUE POINT OF BEGINNING; THENCE COMIINUE SOUTHERLY ALONG SAID LINE, A DI£rANCE OF 163.15 FE Fr; THENCE S 77'41'41" E, A DigrANCE OF 25.91 FEEr; THENCE S OO'13'16" W. A DigrANCE OF 189.52 FErr; THENCE WE£r, A Di£rANCE OF 269.44 FEn; THENCE S 73'30'48" W. A DIgrANCE OF 56.48 FErr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT. OF WHICH THE RADIUS POINT LIES N 04'39'41'’ W, A RADIAL DigrANCE OF 363.80 FEEr; THENCE WEgrERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 30Q42'24'’, A Di£rANCE OF 194.97 FEn; THENCE N 63'57’17" W, A Di£rANCE OF 25.67 FEEr; THENCE N 26'04'40'’ E. A DigrANCE OF 66.47 FEEr; THENCE N 31'29'35" E. A Di£rANCE OF 150.11 FE fr TO A POINT OF CURVE TO THE RiGFrr HAVING A RADIUS OF 171.75 FEEr AND A CENTRAL ANGLE OF 15'11'21"; THENCE NORTHEAgrERLY ALONG THE ARC A Di£rANCE OF 45.53 FErr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LEFr, OF WHICH THE RADIUS PoiFfr LIES N 43'19'03" W, A RADIAL DigrANCE OF 171.75 FEn; THENCE NORTHEAgrERLY ALONG THE ARC. THROUGH A CENTRAL ANGLE OF 15'11’21", A DlgrANCE OF 45.53 FErr; THENCE N 31'26'29'’ E, A Dl£rANCE OF 149.68 FErr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT. OF WHICH THE RADIUS Polvr LIES S 54'22'06'' E. A RADIAL Di£rANCE OF 51.92 FEEr; THENCE EAgrERLY ALONG THE ARC. THROUGH A CENTRAL ANGLE OF 78'23'17", A DISTANCE OF 71.04 FErr; THENCE S 68'27'14" E. A DIgrANCE OF 164.65 FEEr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LEFr. OF WHICH THE RADIUS Poivr LIES N 21'32'45" E, A RADIAL DISTANCE OF 300.00 FE FF; THENCE EASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF IO'28’24". A Di£rANCE OF 54.84 FErr BACK TO THE TRUE POINT OF BEGINNING. PARCEL 2: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACIIONAL SECrION IO, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES. IN THE crrY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, IN THE OFFICE 06 0993809 /a -1 I ; I & IE/ / OF THE COUNTT’ RECORDER OF SAID couNFr, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 2 IN THE PARTICIPATION PAYMENT AGREEMENT RECORDED ON AUGUST 10, 2004 AS INSTRUMENT NO. 04-2052076 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWE£r QUARTER OF FRACIIONAL SECIION IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF grEWART AND GRAY ROAD, 80 FEFr WIDE; DlgrANCE THEREON S 89 DEGREES 52’ 14" W 796.15 FErr FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE S OO'13'16" W, A DI£rANCE OF 86.12 FEFr TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE SOUTHERLY ALONG SAID LINE, A DigrANCE OF 358.74 FEFr; THENCE WEn, A Di£rANCE OF 129.10 FErr; THENCE N OO'13’16" E, A DiSrANCE OF 189.52 FErr; THENCE N 77'41'41" W, A Di£rANCE OF 25,91 FEEr; THENCE N OO'13'16" E, A DigrANCE OF 163.15 FEEr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LEn. OF WHICH THE RADIUS POINT LIES N ll'04'21" E, A RADIAL DigrANCE OF 300.00 FEEr; THENCE EASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 11'12'07", A DI£rANCE OF 58.65 FE Fr; THENCE N 89'52’14" E, A DI£rANCE OF 54.71 FEFr; THENCE N 81'45'54" E, A Di£rANCE OF 41.87 FEEI BACK TO THE TRUE POINT OF BEGINNING. PARCEL 3 : THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACrIONAL SECIION IO, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SAwrA GERTRUDES, IN THE crrY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE couNTr RECORDER OF SAID COUNTY’, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 3 IN THE PARTICIPATION PAYMENT AGREEMENT RECORDED ON AUGu£r IO, 2004 AS IN£rRUMENT NO. 04-2052076 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS : BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEgr QUARTER OF FRACIIONAL SECrION IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF £rEWART AND GRAY ROAD, 80 FEEr WIDE; Di£rANCE THEREON S 89 DEGREES 52’ 14" W 646.51 FErr FROM THE NORTHEAgr CORNER OF SAID LOT 2; THENCE S OO'13’16" W, A DigrANCE OF 80.02 FEEr TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE SOUTHERLY ALONG SAID LINE, A DI£rANCE OF 365.17 FEEr; THENCE WEgr, A Di£rANCE OF 149.64 FEEr; THENCE N OO'13'16" E, A DI£rANCE OF 358.74 FEEr; THENCE N 81'45'54" E, A Di£rANCE OF 43.24 FEEr; THENCE N 89'52'14'’ E. A DISTANCE OF 106.88 FErr BACK TO THE TRUE POINT OF BEGINNING. PARCEL 5 : THAT PORTION OF LOT 2 IN THE NORTHWEgr QUARTER OF FRACrIONAL SECIION IO, TOWNSHIP 3 SOUTH. RANGE 12 WEST. IN THE RANCHO SANTA GERTRUDES, IN THE crrY OF DOWNEY, COUNTY OF LOS ANGELES, grATE OF CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID couNTr, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 5 IN THE CERTIFICATE OF COMPLIANCE RECORDED ON MARCH 3, 2005 AS IN£rRUMENT NO. 05-484960 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: AD 06 0993889 BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWE£r QUARTER OF FRACIIONAL SECIION IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF grEWART AND GRAY ROAD, 80 FErr WIDE; DI£rANCE THEREON S 89 DEGREES 52’ 14" W 1267.82 FEEr FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE S 31'29'35" W, A DigrANCE OF 887.89 FEn; THENCE S 58'14'23" E, A DiSrANCE OF 47.51 FErr TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE SOLrrHEA£rERLY ALONG SAID LINE. A DIgrANCE OF 18.16 FEfr TO A POINT OF CURVE TO THE LEFr HAVING A RADIUS OF 37.50 FEEr AND A CENTRAL ANGLE OF 38'54'55"; THENCE EA£rERLY ALONG THE ARC A Di£rANCE OF 25.47 FEEr; THENCE N 82'50'42" E, A Di£rANCE OF 88.36 FEEr; THENCE S 07'OO’35" E, A Di£rANCE OF 188.44 FEFr; THENCE S 82'59'25" -W, A DlgrANCE OF 10.00 FEEr; THENCE S 07'OO'35" E. A DIgTANCE OF 107.84 FEET; THENCE S 80'56:18" W, A DIgFANCE OF 71.97 FEET; THENCE N 07QOI'OO" W, A DISTANCE OF 14.00 FEFr; THENCE S 82'58'59" W. A Di£rANCE OF 63.90 FEEr TO A POINT OF CURVE TO THE RIGHT HAVING A RADIUS OF 100.00 FEEr AND A CENTRAL ANGLE OF 07QOI'Of"; THENCE WE£rERLY ALONG THE ARC A DigrANCE OF 12.25 FEEr: THENCE WEgr, A DigrANCE OF 155.16 FEEr; THENCE N 58'25'34" W. A DlgrANCE OF 37.53 FEn; THENCE N 37'35'33" E, A DlgrANCE OF 89.31 FErr; THENCE N 32'40'09" E. A DI£rANCE OF 105.84 FEEr; THENCE N 31Q4j'37" E. A DigrANCE OF 88.47 FEFr; THENCE N 25'12’26" E, A DISTANCE OF 55.68 FE Fr BACK TO THE TRUE POINT OF BEGINNING. PARCEL 6: THAT PORTION OF LOT 2 IN THE NORTHWEgr QUARTER OF FRACIIONAL SECIION IO, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE crrY OF DOWNEY, COUNW OF LOS ANGELES, grATE OF CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 6 IN THE CERTIFICATE OF COMPLIANCE RECORDED ON MARCH 3. 2005 AS iN£rRUMENT NO. 05-484960 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWE£r QUARTER OF FRACIIONAL SECIION IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF grEWART AND GRAY ROAD, 80 FErr WIDE; DigrANCE THEREON S 89 DEGREES 52’ 14" W 1267.82 FErr FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE S 31'29’35" W, A DISTANCE OF 458.63 FErr; THENCE S 63'57'17" E, A DigrANCE OF 49.50 FEfr TO THE TRUE Poihrr OF BEGINNING; THENCE CONTINUE SOLrrHEA£rERLY ALONG SAID LINE. A Di£rANCE OF 25.67 FErr TO A POINT OF CURVE TO THE LEFr HAVING A RADIUS OF 363.80 FEEr AND A CENTRAL ANGLE OF 04'48’55"; THENCE SOLrrHEA£rERLY ALONG THE ARC A DI£rANCE OF 30.57 FEEr; THENCE soLrrH. A Di£rANCE OF 330,60 FEEr; THENCE N 82'50’42" E, A DigrANCE OF 7,62 FEEr; THENCE S 07'OO'35" E. A DI£rANCE OF 268.14 FEFr; THENCE S 86oll'04" W, A Di£rANCE OF 15.91 FE fr; THENCE S 69'23'25'' W, A DigrANCE OF 119.27 FErr; THENCE S 80'56’18" W. A DISTANCE OF 38.88 FErr; THENCE N 07'OO'35'’ W, A DIgrANCE OF 107.84 FEn; THENCE N 82'59'25'’ E. A DISTANCE OF 10.00 FErr; THENCE N 07'OO'3S" W, A Di£rANCE OF 188.44 FEFr; THENCE S 82'50’42" W. A DigrANCE OF 88.36 FE Fr TO A POINT OF CURVE TO THE RIGHT HAVING A RADIUS OF 37.50 FEFr AND A CENTRAL ANGLE OF 38'54'55"; THENCE WE£rERLY ALONG THE ARC A Dl£rANCE OF 25.47 FE fr; THENCE N 58'14'23'' W, A Dl£rANCE OF 18.16 FErr; THENCE N 25'12’26" E, A DlgrANCE OF 56,96 FErr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT, OF WHICH THE RADIUS POINT LIES S 67'06'23" E, A RADIAL Dl£rANCE OF 114.03 FErr; THENCE NORTHEAgrERLY ALONG THE ARC. THROUGH A CENTRAL ANGLE OF 22'19'22'’, A DigrANCE OF 44.43 FEfr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LEn, OF WHICH THE RADIUS POINT LIES N 48'53'30" W. A RADIAL DlgrANCE OF 837.22 FEn; THENCE NORTHEASrERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 07'42'25", A Di£rANCE OF 112.62 FErr; THENCE N 3jQ4j'36" E, A Di£rANCE OF 129.66 FEEr; THENCE N 31'29’35" E, A DigrANCE OF 31.44 FEEr; THENCE N 26'04’40" E, A DlgrANCE OF 60.69 FEFr BACK TO THE /q -3 -06 0993809 1‘ LJ L/ TRUE POINT OF BEGINNING. PARCEL 7: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACriONAL SEcrioN IO, TOWNSHIP 3 SOUTH. RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE crrY OF DOWNEY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID couNFr, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 7 IN THE CERTIFICATE OF COMPLIANCE RECORDED ON MARCH 3. 2005 AS iNgrRUMENT NO. 05-484960 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWE£r QUARTER OF FRACIIONAL SECIION IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF £rEWART AND GRAY ROAD, 80 FEfr WIDE, Dl£rANT THEREON soLrrH 89'52'14" WE£r 646.51 FErr FROM THE NORTHEAgr CORNER THEREOF; THENCE ON A LINE BFIWEEN SAID POINT OF BEGINNING AND THE SOUTHWE£r CORNER OF THE SOUTHEA£r QUARTER OF THE NORTHEAST QUARTER OF THE soLrrHWE£r QUARTER OF SAID FRACIIONAL SECIION lo, SOUTH OO' 13' 16" WEn 445.18 FEEr; THENCE WEn 548.19 FEEr; THENCE SOUTH 73' 30' 48" WEn 56.48 FEn TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 363.80 FEn, A RADIAL LINE OF SAID CURVE THROUGH SAID POINT BEARS NORTH 04' 39' 41" WEn; THENCE WE£rERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF IO' 32' IO", A Dl£rANCE OF 66.90 FErr TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING WE£rERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15' 21' 19", A Di£rANCE OF 97.50 FEEr; THENCE SOUTH 330.60 FEEr; THENCE NORTH 82' 50' 42" EA£r 7.62 FEEr; THENCE soLrrH 07' OO' 35" EAST 268.15 FErr; THENCE NORTH 86' ll’ 04" EA£r 108.84 FEfr; THENCE NORTH 07' OO’35" WEST 274.49 FEEr; THENCE SOUTH 82' 50' 42" WEn 21.05 FEEr; THENCE NORTH 295.96 FEFr TO THE TRUE POINT OF BEGINNING. PARCEL 8: THAT PORTION OF LOT 2 IN THE NORTHWE£r QUARTER OF FRACIIONAL SECIION IO, TOWNSHIP 3 SOUTH, RANGE 12 WEn, IN THE RANCHO SANTA GERTRUDES, IN THE CIU OF DOWNEY, COUNTY OF LOS ANGELES, grATE OF CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 8 IN THE CERTIFICATE OF COMPLIANCE RECORDED ON MARCH 3. 2005 AS iN£rRUMENT NO. 05-484960 OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWE£r QUARTER OF FRACIIONAL SECIION IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF £rEWART AND GRAY ROAD, 80 FEFr WIDE. Dl£rArrr THEREON SOUTH 89' 52' 14" WE£r 646.51 FErr FROM THE NORTHEAgr CORNER THEREOF; THENCE ON A LINE B[rWEEN SAID PoiMr OF BEGINNING AND THE souTHWEgr CORNER OF THE soLrrHEA£r QUARTER OF THE NORTHEAST QUARTER OF THE soLrrHWEgr QUARTER OF SAID FRACriONAL SEcrioN lo, SOUTH 00' 13' 16" WEST 445.19 FEEr; THENCE WEn 406.14 FEEr TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING WEn 142.05 FEEr; THENCE SOUTH 73' 30' 48" WE£r 56.48 FEn TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 363.80 FEn, A RADIAL LINE OF SAID CURVE THROUGH SAID POINT BEARS NORTH 04' 39’ 41" WEST; THENCE WEgrERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 10' 32' IO" A Di£rANCE OF 66.90 FEEr; THENCE soLrrH 295.96 FEFr; THENCE NORTH 82' 50' 42" EAST 21.05 FE FF; THENCE SOUTH 07' OO' 35’' EAgr 274.49 FErr; THENCE NORTH 86' ll' 04" EAgr 48.79 FEFr; THENCE NORTH 89' 50' 58" EAgr 51.71 FEFr; THENCE NORTH 80Q 56' 18" EAgr 64,34 FErr; THENCE NORTH 89' 48' ll" EA£r 114.46 FEFr; I-1 J- I ( 06 0993809/A-'( I P & V b /; I THENCE NORTH 151.36 FEn; THENCE SOUTH 89' 57' 31" WEn 46.04 FEn; THENCE NORTH 07' OO' 35'’ WEST 193.57 FE FF; THENCE NORTH 223.76 FErr TO THE TRUE POINT OF BEGINNING, PARCEL 9: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACIIONAL SEcrioN IO, TOWNSHIP 3 SOUTH, RANGE 12 WEgr, IN THE RANCHO SAvrA GERTRUDES, IN THE crrY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 9 iN THE RETAIL CENTER PARCEL OCCUPANT RELEASE AGREEMENT, RECORDED ON AUGu£r IO. 2004 AS INgrRUMENT NO. 04-2052077 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWE£r QUARTER OF FRACIIONAL SECIION IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF £rEWART AND GRAY ROAD. 80.FErr WIDE, Dl£rANT THEREON SOUTH 89' 52' 14" WE£r 646.51 FEFr FROM THE NORTHEAgr CORNER THEREOF; THENCE ON A LINE BrrWEEN SAID POINT OF BEGINNING AND THE SOUTHWESr CORNER OF THE SOUTHEA£r QUARTER OF THE NORTHEA£r QUARTER OF THE soLrrHWE£r QUARTER OF SAID FRACIIONAL SECIION lo, SOUTH OO' 13' 16" WE£r 445.18 FEEr TO THE POINT OF BEGINNING; THENCE WE£r 406.14 FEn; THENCE SOUTH 223.76 FEEr; THENCE SOUTH 07' OO' 35" EA£r 193.57 FEFr; THENCE NORTH 89' 57’ 31" EASr 46.04 FEn; THENCE SOUTH 151.36 FEEr; THENCE NORTH 89' 48’ 11" EA£r 334.29 FE fr TO SAID LINE B[rWEEN THE POINT OF BEGINNING AND THE souTHWE£r CORNER OF THE soLrrHEA£r QUARTER OF THE NORTHEA£r QUARTER OF THE souTHWE£r QUARTER OF SAID FRACrIONAL SECIION lo; THENCE NORTH oo' 13' 16" WEn, ALONG SAID DESCRIBED LINE, A DISTANCE OF 566.06 FErr TO THE TRUE PoiMr OF BEGINNING. { A-$06 0993809 EXHIBIT B THE GROUND LEASE PARCEL THE LAND IS SrrUATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: A GROUND LEASHOLD INTEREST IN PARCEL 4 ; THAT PORTION OF LOT 2 IN THE NORTHWEgr QUARTER OF FRACTIONAL SECTION 10, TOWNSHIP 3 soLrrH, RANGE 12 WEn, IN THE RANCHO SANTA GERTRUDES, IN THE CrTY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS. RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 4 IN THE MEMORANDUM OF GROUND LEASE RECORDED ON AUGu£r IO, 2004 AS iNgrRUMENT NO. 04-2052075 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS BEGINNING AT A Poilrr IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEgr QUARTER OF FRACrIONAL SECIION IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF £rEWART AND GRAY ROAD, 80 FEEr WIDE; Di£rANCE THEREON S 89 DEGREES 52’ 14" W 646.51 FEFr FROM THE NORTHEAgr CORNER OF SAID LOT 2; THENCE S 00'13’16" W. A Di£rANCE OF 80.02 FEFr TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE SOUTHERLY ALONG SAID LINE, A DI£rANCE OF 1,020.58 FEFr; THENCE N 89'52'23" E. A DigrANCE OF 605.82 FEfr; THENCE N 11'12'49" E, A DI£rANCE OF 27.51 FEEr TO A POINT OF CURVE TO THE LEFr HAVING A RADIUS OF 152.00 FEFr AND A CENTRAL ANGLE OF 11'20'26''i THENCE NORTHERLY ALONG THE ARC A DISTANCE OF 30.09 FEEr; THENCE N 00'06’49" W, A Di£rANCE OF 262.35 FEn; THENCE N 09'53'54" W, A DigrANCE OF 70.92 FEEr; THENCE N OO'08'49" W, A DI£rANCE OF 73.77 FE Fr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT, OF WHICH THE RADIUS POINT LiES N 89'’52'22" E, A RADIAL DISTANCE OF 151.00 FErr; THENCE NORTHERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 11'19'04", A Di£rANCE OF 29.83 FEFr; THENCE N 11'11'25" E, A DiSrANCE OF 29.94 FEFr TO A POINT OF CURVE TO THE LEFr HAVING A RADIUS OF 164.00 FEEr AND A CENTRAL ANGLE OF 11'19’02"; THENCE NORTHERLY ALONG THE ARC A DI£rANCE OF 32.39 FEFr; THENCE N OO'08'10" E, A DI£rANCE OF 418.83 FEEr TO THE Polvr OF CURVE OF A NON TANGENT CURVE TO THE LEn. OF WHICH THE RADIUS POINT LIES S 84o57'35" W, A RADIAL DigrANCE OF 50.00 FEEr; THENCE NORTHWE£rERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 85'05'21", A DigrANCE OF 74.25 FEFr; THENCE S 89'52'14" W, A DISIANCE OF 79.07 FE Fri THENCE N 88'15’50" W, A Di£rANCE OF 61.44 FEn; THENCE S 89'52'14" W, A DI£rANCE OF 419.63 FE Fr BACK TO THE TRUE POINT OF BEGINNING. 6-\06 0993809 CONSENT OF THE CITY OF DOWNEY TO THE TRANSFER OF MEMBERSHIP INTERESTS IN DOWNEY LANDING, LLC AND THE RIGHTS AND OBLIGATIONS UNDER THE PURCnASE AND SALE AGREEMENT The City of Downey, a municipal corporation of the State of California (the "City'’), and Downey Landing, LLC, a California limited liability company ("Downey Landing") entered into that certain Real Property Purchase and Sale Agreement and Escrow Instructions (the "Agreement") dated August 4, 2004. Pursuant to the Agreement, the City conveyed to Downey Landing, by Grant Deed (the "Grant Deed") dated August 10, 2004, and recorded on August 10, 2004, in the Official Records of Los Angeles County, California as Instrument No. 04-2052073, the real property situated in the County of Los Angeles, State of California described on Exhibit A attached hereto (the "Fee Property"). Unless otherwise defined herein, all capitalized terms used herein shall have the same meaning as provided in the Agreement. Section 13.3 of the Agreement and Section 1 (1) of the Grant Deed provide that prior to the City's issuance to Downey Landing of a Certificate of Completion, Downey Landing may not assign or transfer its rights or obligations under the Agreement without the prior written consent of the City. Pursuant to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of December 20, 2005, by and between SC Downey, LLC, a California limited liability company, and Douglas B. Gray, as Trustee of the 1999 Gray Family Trust dated November 8, 1999, as amended as Seller (collectively, "Original Members") and Levon Investments, LLC, a California limited liability company, as Buyer ("Ne\v Member"), New Member has agreed to purchase from Original Members all of the membership interests in Downey Landing, and Downey Landing will convey to a single purpose entity, Downey Landing SPE, LLC, a Delaware limited liability company ("Ne\v Owner"), the following real property (the "Property"): (i) the Fee Property, and (ii) a ground leasehold interest, pursuant to that certain Ground Lease dated August 10, 2004, between Downey Landing and the City, in that certain real .property described in Exhibit B attached hereto. Downey Landing has requested the City to (i) consent to the sale and transfer of all of Original Member’s membership interests in Downey Landing and the transfer of Original Members' rights or obligations under the Agreement to New Member, (ii) consent to the assignment and transfer of all of Downey Landing's rights and obligations under the Agreement to New Owner, (iii) acknowledge the completed performance of certain of Downey Landing’s obligations under the Agreement, and (iv) acknowledge the termination of certain of the City's rights under the Agreement. i Pursuant to the requirements of the Grant Deed and the Agreement, the City hereby consents to the sale and transfer of all of Original Members' membership interests in Downey Landing and the transfer of Original Members' rights or obligations under the Agreement to New Member, and the assignment and transfer of all of Downey Landing's rights and obligations under the Agreement to New Owner. The City also hereby (i) confirms, to its actual knowledge, that (A) all of the covenants of Downey Landing (other than covenants related to continued use of the Restaurant Parcels for Sit Down Restaurants) under Section 8.1 of the Agreement have either been performed or waived, and (B) Downey Landing has fully performed all of its obligations under the Agreement, excepting only the continuing obligations of Downey Landing under Sections 8.2, 8.3 and 8.6 of the Agreement, (ii) acknowledges that if the existing Specified Owner's Environmental Insurance Policy required pursuant to Section 8.3 of the Agreement, and currently maintained by Downey Landing, is replaced by New Owner with a new Specified Owner’s Environmental Insurance Policy of equal or greater coverage such new policy shall satisfy the requirements of such Section 8.3, (iii) acknowledges that all of its rights under Section 11 of the Agreement, including without limitation, the rights to re-enter DOCSOC/1 155329v3/016233-0005 or take possession of the Shopping Center and to terminate the estate conveyed to Downey Landing, are hereby terminated, and (iv) acknowledges that it has delivered to Downey Landing a Certificate of Completion pursuant to Section 12.5 of the Agreement. CITY: Dated: q-X f - dd THE CITY OF DOWNEY, a California municipal corporation APPROVED AS TO FORM: Name: Gerald M. Caton Title: City M3nager Name-Charles S. Vase Title: City Attorney DOCSOC/1155329v3/016233-0005 EXHIBIT A Legal Description of the Fee Property THE LAND IS SITUATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA. AND IS DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 1 IN THE PARTICIPATION PAYMENT AGREEMENT RECORDED ON AUGUST 10, 2004 AS INSTRUMENT NO. 04-2052076 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, SAID LINE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WIDE; THENCE S 89'52'14'’ W. A DISTANCE OF 950.60 FEET; THENCE S OO'13’16" W, A DISTANCE OF 86.31 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE SOUTHERLY ALONG SAID LINE, A DISTANCE OF 163.15 FEET; THENCE S 77'41’41" E, A DISTANCE OF 25.91 FEET; THENCE S OO'13'16’' W, A DISTANCE OF 189.52 FEET; THENCE WEST, A DISTANCE OF 269.44 FEET; THENCE S 73'30'48" W, A DISTANCE OF 56.48 FEET TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT, OF WHICH THE RADIUS POINT LIES N 04'39’41" W, A RADIAL DISTANCE OF 363.80 FEET; THENCE WESTERLY ALONG THE ARC, THROUGH A CENT n\l ANGLE OF 30c>4212411 , A DISTANCE OF 194, 97 FEET; THENCE N 63'’57’17" W, A DISTANCE OF 25.67 FEET; THENCE N 26'’04’40" E, A DISTANCE OF 66.47 FEET; THENCE N31'29'35“ E, A DISTANCE OF 150.11 FEET TO A POINT OF CURVE TO THE RIGHT HAVING A RADIUS OF 171.75 FEET AND A CENTRAL ANGLE OF 15'11’21"; THENCE NORTHEASTERLY ALONG THE ARC A DISTANCE OF 45.53 FEET TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LEFT, OF WHICH THE RADIUS POINT LIES N 43'19’03" W, A RADIAL DISTANCE OF 171.75 FEET; THENCE NORTHEASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 15'11'21’', A DISTANCE OF 45.53 FEET; THENCE N 31'26'29" E, A DISTANCE OF 149.68 FEET TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT. OF WHICH THE RADIUS POINT LIES S 54'22’06" E, A RADLAL DISTANCE OF 51.92 FEET; THENCE EASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 78'23'17", A DISTANCE OF 71.04 FEET; THENCE S 68'27'14" E, A DISTANCE OF 164.65 FEET TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LEFT. OF WHICH THE RADIUS POINT LIES N 21'32’45'’ E, A R&DIAL DISTANCE OF 300.00 FEET; THENCE EASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF IO'28’24", A DISTANCE OF 54.84 FEET BACK TO THE TRUE POINT OF BEGiNNING. DOCSOC/1 155329v3/0 1 6233-0005 A- 1 PARCEL 2: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, iN THE CITY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 2 IN THE PARTICIPATION PAYMENT AGREEMENT RECORDED ON AUGUST 10, 2004 AS INSTRUMENT NO. 04- 2052076 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10. SAID LINE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WIDE; THENCE S 89'52’14" W, A DISTANCE OF 796.15 FEET; THENCE S OO'13'16" W, A DISTANCE OF 86.12 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE SOUTHERLY ALONG SAID LINE, A DISTANCE OF 358.74 FEET; THENCE WEST, A DISTANCE OF 129.10 FEET; THENCE N OO'13'16’' E, A DISTANCE OF 189.52 FEET; THENCE N77'41'41" W, A DISTANCE OF 25.91 FEET; THENCE NOO'13’16’' E, A DISTANCE OF 163.15 FEET TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LEFT, OF WHICH THE RADIUS POINT LIES N 11'04'21" E, A RADIAL DISTANCE OF 300.00 FEET; THENCE EASTERLY ALONG THE ARC, THROUGH A CENTKql ANGLE OF 11'12'07", A DISTANCE OF 58.65 FEET; THENCE N 89'’52'14" E, A DISTANCE OF 54.71 FEET; THENCE N 89'’45'54" E, A DISTANCE OF 41.87 FEET BACK TO THE TRUE POINT OF BEGINNING. PARCEL 3 : THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 3 IN THE PARTICIPATION PAYMENT AGREEMENT RECORDED ON AUGUST 10, 2004 AS INSTRUMENT NO. 04- 2052076 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LnVE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, SAID LINE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WIDE; THENCE S 89'52’14" W, A DISTANCE OF 646.51 FEET; THENCE S OO'13’16" W, A DISTANCE OF 80.02 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE. SOUTHERLY ALONG SAID LINE, A DISTANCE OF 365.17 FEET; THENCE WEST. A DISTANCE OF 149.64 FEET; THENCE N OO'13’16" E, A DISTANCE OF 358.74 FEET; THENCE N 81o45'54" E, A DISTANCE OF 43.24 FEET; THENCE N 89'52’14" E, A DISTANCE OF 106.88 FEET BACK TO THE TRUE POINT OF BEGINNING. DOCSOC/ 1 155329v3/016233-0005 A-2 PARCEL 5: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY. COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 5 IN THE CERTIFICATE OF COMPLIANCE RECORDED ON MARCH 3, 2005 AS INSTRUMENT NO. 05-484960 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS : BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, SAID LINE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD. 80 FEET WIDE; THENCE S 89'52'14“ W, A DISTANCE OF 1,267.82 FEET; THENCE S31'29’35" W, A DISTANCE OF 887.89 FEET; THENCE S 58'14’23" E, A DISTANCE OF 47.51 FEET TO THE TRUE POINT OF BEGniNiNG; THENCE CONTINUE SOUTHEASTERLY ALONG SAID LINE, A DISTANCE OF 18.16 FEET TO A POINT OF CURVE TO THE LEFT HAVING A RADIUS OF 37.50 FEET AND A CENTRAL ANGLE OF 38'54’55"; THENCE EASTERLY ALONG THE ARC A DISTANCE OF 25.47 FEET; THENCE N 82'50'42" E, A DISTANCE OF 88.36 FEET; THENCE S 07'OO'35" E, A DISTANCE OF 188.44 FEET; THENCE S 82'59'25'’ W, A DISTANCE OF 10.00 FEET; THENCE S 07'OO'35'’ E, A DISTANCE OF 107.84 FEET; THENCE S 80'56’18" W, A DISTANCE OF 71.97 FEET; THENCE N 07'OI'OO’' W. A DISTANCE OF 14.00 FEET; THENCE S 82'58'59’' W, A DISTANCE OF 63.90 FEET TO A POINT OF CURVE TO THE RIGHT HAVING A RADIUS OF 100.00 FEET AND A CENTRAL ANGLE OF 07'Ol’Ol’'; THENCE WESTERLY ALONG THE ARC A DISTANCE OF 12.25 FEET; THENCE WEST, A DISTANCE OF 155.16 FEET; THENCE N 58'25'34" W. A DISTANCE OF 37.53 FEET; THENCE N 37'35’33'’ E, A DISTANCE OF 89.31 FEET; THENCE N 32'40’09" E, A DISTANCE OF 105.84 FEET; THENCE N31'41'37" E, A DISTANCE OF 88.47 FEET; THENCE N 25'12’26’' E, A DISTANCE OF 55.68 FEET BACK TO THE TRUE POINT OF BEGINNING. PARCEL 6: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY, COUNTY OF LOS ANGELES, STATE OF CALIFORNLA, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 6 IN THE CERTIFICATE OF COMPLIANCE RECORDED ON MARCH 3, 2005 AS INSTRUMENT NO. 05-484960 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS : BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, SAID LINE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WEDE; THENCE S 89'52'14'’ W, A DISTANCE OF 1.267.82 FEET; THENCE S31'29’35" W, A DISTANCE OF 458.63 FEET; THENCE S 63'57'17" E, A DISTANCE OF 49.50 FEET TO THE TRUE PONT OF BEGINNING; THENCE CONTINUE SOUrHEASTERLY ALONG SAID LINE, A DISTANCE OF 25.67 FEET TO A POiNT OF CURVE TO THE LEFT HAVING A RADIUS OF 363.80 FEET AND A CENTRAL ANGLE OF 04'48’55"; THENCE SOUTHEASTERLY ALONG THE ARC A DISTANCE OF 30.57 FEET; THENCE SOUtH, A DISTANCE OF 330.60 FEET; THENCE DOCSOC/1155329v3/016233-0005 A-3 N 82'’50’42" E, A DISTANCE OF 7.62 FEET; THENCE S 07'’00'35" E, A DISTANCE OF 268.14 FEET; THENCE S 86'11'04" W. A DISTANCE OF 15.91 FEET; THENCE S 69'23’25" W. A DISTANCE OF 119.27 FEET; THENCE S 80'56’18" W, A DISTANCE OF 38.88 FEET; THENCE N07'OO'35" W, A DISTANCE OF 107.84 FEET; THENCE N 82'59’25" E, A DISTANCE OF 10.00 FEET; THENCE N 07'OO’35“ W, A DISTANCE OF 188.44 FEET; THENCE S 82o50'42" W, A DISTANCE OF 88.36 FEET TO A POINT OF CURVE TO THE RIGHT HAVING A RADIUS OF 37.50 FEET AND A CENTRAL ANGLE OF 38'54'55"; THENCE WESTERLY ALONG THE ARC A DISTANCE OF 25.47 FEET; THENCE N 58'14'23" W, A DISTANCE OF 18.16 FEET; THENCE N 25'’12’26" E, A DISTANCE OF 56,96 FEET TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT, OF WHICH THE RADrUS POINT LIES S 67'06'23" E, A RADLAL DISTANCE OF 114.03 FEET; THENCE NORTHEASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 22'19'22’', A DISTANCE OF 44.43 FEET TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LEFT, OF WHICH THE RADIUS POINT LIES N 48'53’30’' W, A RADIAL DISTANCE OF 837.22 FEET; THENCE NORTFiEASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 07'42'25", A DISTANCE OF 112.62 FEET; THENCE N 31'41'36" E, A DISTANCE OF 129.66 FEET; THENCE N 31'29'35" E, A DISTANCE OF 31.44 FEET; THENCE N 26'04’40" E, A DISTANCE OF 60.69 FEET BACK TO THE TRUE POINT OF BEGnqNING PARCEL 7: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY. COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 7 IN THE CERTIFICATE OF COMPLIANCE RECORDED ON MARCH 3, 2005 AS INSTRUMENT NO. 05-484960 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGrNNrNG AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 rN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, SAID LINE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD. 80 FEET WIDE, DISTANT THEREON SOUTH 89'52'14" WEST 646.51 FEET FROM THE NORTHEAST CORNER THEREOF; THENCE ON A LINE BETWEEN SAID POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID FRACTIONAL SECTION 10. SOUTH OO' 13' 16" WEST 445.18 FEET; THENCE WEST 548.19 FEET; THENCE SOUTH 73' 30’ 48" WEST 56.48 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHERLY AND HAViNG A RADIUS OF 363.80 FEET, A RADIAL LINE OF SAID CURVE THROUGH SAID POINT BEARS NORTH 04' 39' 41'’ WEST; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF IO' 32’ IO". A DISTANCE OF 66.90 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15' 21' 19". A DISTANCE OF 97.50 FEET; THENCE SOUTH 330.60 FEET; THENCE NORTH 82' 50’ 42" EAST 7.62 FEET; THENCE SOUTH 07' OO' 35" EAST 268.15 FEET; THENCE NORTH 86' II’ 04'’ EAST 108.84 FEET; THENCE NORTH 07' OO’35" WEST 274.49 FEET; THENCE SOUTH 82' 50’ 42“ WEST 21.05 FEET; THENCE NORTH 295.96 FEET TO THE TRUE POINT OF BEGINNING. DOCSOC/1 155329v3/016233-0005 A-4 PARCEL 8: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES. IN THE CITY OF DOWNEY, COUNTY OF LOS ANGELES, STATE OF CALIFORNLA. RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 8 IN THE CERTIFICATE OF COMPLIANCE RECORDED ON MARCH 3, 2005 AS INSTRUMENT NO. 05-484960 OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, SAID LINE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WIDE, DISTANT THEREON SOUTH 89. 52' 14" WEST 646.51 FEET FROM THE NORTHEAST CORNER THEREOF; THENCE ON A LINE BETWEEN SAID POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID FRACTIONAL SECTION 10, SOUTH 00' 13’ 16" WEST 445.19 FEET; THENCE WEST 406.14 FEET TO THE TRUE POINT OF BEGINNING; THENCE coNTmquiNG WEST 142.05 FEET; THENCE SOUTH 73' 30' 48" WEST 56.48 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 363.80 FEET, A RADIAL LrNE OF SAID CURVE THROUGH SAID POINT BEARS NORTH 04' 39. 41 " WEST; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF IO' 32’ 10’' A DISTANCE OF 66.90 FEET; THENCE SOUTH 295.96 FEET; THENCE NORTH 82' 50' 42’' EAST 21.05 FEET; THENCE SOUTH 07' OO’ 35" EAST 274.49 FEET; THENCE NORTH 86' 11' 04" EAST 48.79 FEET; THENCE NORTH 89' 50’ 58" EAST 51.71 FEET: THENCE NORTH 80' 56' 18" EAST 64.34 FEET; THENCE NORTH 89' 48' 11’' EAST 114.46 FEET; THENCE NORTH 151.36 FEET; THENCE SOUTH 89' 57’ 31’' WEST 46.04 FEET: THENCE NORTH 07' OO' 35" WEST 193.57 FEET; THENCE NORTH 223.76 FEET TO THE TRUE POINT OF BEGINNING PARCEL 9: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 9 IN THE RETAIL CENTER PARCEL OCCUPANT RELEASE AGREEMENT, RECORDED ON AUGUST 10, 2004 AS INSTRUMENT NO. 04-2052077 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS : BEGINNiNG AT A POINT nv THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, SAID LINE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WIDE, DISTANT THEREON SOUTH 89' 52' 14" WEST 646.51 FEET FROM THE NORTHEAST CORNER THEREOF; THENCE ON A LINE BETWEEN SAID POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID FRACTIONAL SECTION 10, SOUTH OO' 13’ 16" WEST 445.18 FEET TO THE POINT OF BEGiNNnqG; THENCE WEST 406.14 FEET; THENCE SOUTH 223.76 FEET; THENCE DOCSOC/1 155329v3/016233-0005 A-5 SOUTH 07' OO’ 35" EAST 193.57 FEET; THENCE NORTH 89' 57’ 31" EAST 46.04 FEET; THENCE SOUTH 151.36 FEET; THENCE NORTH 89' 48' ll" EAST 334.29 FEET TO SAID LINE BETWEEN THE POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID FRACTIONAL SECTION 10; THENCE NORTH OO' 13’ 16" WEST, ALONG SAID DESCRIBED LINE, A DISTANCE OF 566.06 FEET TO THE TRUE POINT OF BEGrNNrNG DOCSOC/1 155329v3/016233-0005 A-6 EXHIBIT B Legal Description of the Ground Leasehold Property THE LAND IS SITUATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: A GROUND LEASEHOLD INTEREST IN PARCEL 4: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, iN THE CITY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 4 IN THE MEMORANDUM OF GROUND LEASE RECORDED ON AUGUST 10, 2004 AS INSTRUMENT NO. 04-2052075 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT nq THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, SAID LINE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WIDE; THENCE S 89o52'14" W, A DISTANCE OF 646.51 FEET; THENCE S OO'13'16'’ W, A DISTANCE OF 80.02 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE SOUTHERLY ALONG SAID LINE. A DISTANCE OF 1,020.58 FEET; THENCE N 89'52'23" E, A DISTANCE OF 605.82 FEET; THENCE N 11o12’49" E, A DISTANCE OF 27.51 FEET TO A POINT OF CURVE TO THE LEFT HAVING A RADIUS OF 152.00 FEET AND A CENTRAL ANGLE OF 11'20’26'’; THENCE NORTHERLY ALONG THE ARC A DISTANCE OF 30.09 FEET; THENCE N OO'06'49" W, A DISTANCE OF 262.35 FEET; THENCE N 09'53’54’' W, A DISTANCE OF 70.92 FEET; THENCE N OO'08'49'’ W, A DISTANCE OF 73.77 FEET TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT, OF WHICH THE RADIUS POINT LIES N 89'52’22" E, A RADIAL DISTANCE OF 151.00 FEET; THENCE NORTHERLY ALONG THE ARC. THROUGH A CENTRAL ANGLE OF 11'19'04'’, A DISTANCE OF 29.83 FEET; THENCE N 1 1'11'25" E, A DISTANCE OF 29.94 FEET TO A POINT OF CURVE TO THE LEFT HAVING A RADIUS OF 164.00 FEET AND A CENTRAL ANGLE OF 11'19'02"; THENCE NORTHERLY ALONG THE ARC A DISTANCE OF 32.39 FEET; THENCE N OO'08’10’' E, A DISTANCE OF 418.83 FEET TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LEFT, OF WHICH THE RADrUS POINT LIES S 84'57'35" W, A RADIAL DISTANCE OF 50.00 FEET; THENCE NORTHWESTERLY ALONG THE ARC. THROUGH A CENTRAL ANGLE OF 85'05'21", A DISTANCE OF 74.25 FEET; THENCE S 89'52’14" W. A DISTANCE OF 79.07 FEET; THENCE N88'15'50" W, A DISTANCE OF 61.44 FEET; THENCE S 89'52’14" W, A DISTANCE OF 419.63 FEET BACK TO THE TRUE POINT OF BEGINNING. DOCSOC/1 155329v3/01 6233-0005 B-1 ESTOPPEL CERTIFICATE Pursuant to Section 6.5 of the below referenced Agreement, this Estoppel Certificate (this “Certificate'’) is made by the City of Downey (the “City”) for the benefit of Downey Landing, LLC, a California limited liability company (“Owner”), with reference to the following: RECITALS The City is a party to that certain Environmental Services Agreement for the National Aeronautics and Space Administration ("NASA") Industrial Plant Site, Downey, California, dated November 7, 2003, by and between the United States of America, acting by and through the NASA and the City (the “Agreement”), pertaining to the property described in the Agreement (the “Premises”). CERTIFICATE NOW, THEREFORE, the City certines to Owner as follows: 1. The Agreement has not been modified, orally or in writing, since its execution, except as identified below. The Agreement is in fall force and effect. [ 2. The City has no knowledge of any uncured defaults by Owner under the Agreement, except (if there are no exceptions, write “NONE”): NONE. 3 . The City is aware that lenders and others may rely upon the statements made in this Certificate, and has therefore adjusted the language hereof as necessary to make it an accurate statement of the current facts concerning the Agreement. If no such adjustments have been made, said parties may rely upon the statements in this form as printed. IN WITNESS WHEREOF, the City has executed this Certificate as of this Rf day of 4?#-, ( , 2006. “The City” Title: City Manager DOCSOC/1 157996v2/016233-0005 EXHIBIT A Agreement DOCSOC/1 157996v2/016233-0005 A- 1 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: STRADLING YOCCA CARLSON & RAUTH 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660 Attention: Bruce C. Stuart, Esq. (Space Above for Recorder's Usc) FIRST AMENDMENT TO YARD (UNLIMITED AREA) AGREEMENT THIS FIRST AMENDMENT TO YARD (UNLIMFFED AREA) AGREEMENT (this "Amendment") is dated and entered into as at @au-_, 2006 by and between THE CITY OF DOWNEY, a public body corporate and politic (the "City"), DOWNEY LANDING, LLC, a California limited liability company ("Downey Landing"), and PCCP IRG DOWNEY, LLC, a Delaware limited liability company and IRG DOWNEY, LLC, a California limited liability company, as tenants in common (collectively herein, “IRG"). Downey Landing, dIe City and IRG are each separately referred to herein as a "Party" and are collectively referred to herein as the ’Parties." RECIFALS [ A. The City is the fee owner of that certain real property located in the City of Downey, County of Los Angeles, State of California, legally described on Exhibit A (’'City Property") B. Downey Landing is the fee owner of that certain real property ("Downey Fee Parcel") located in the City of DoWney, County of Los Angeles, State of California, legally described on Exhibit B attached hereto, and the ground lessee of that certain real property (’'Dowpey Ground Lease Parcel") comprising a portion of the City Property, located in the City of Downey, County of Los Angeles, State of California and legally described on Exhibit C. The Downey Fee Parcel and the Downey Ground Lease Parcel shall be collective]y referred to herein as the "Downey Landing Property" . C. IRG is the fee owner of that certain real property (’'IRG Fee Parcel") located in the City of Downey, County of Los Angeles, State of California, legally described on Exhibit D, and the ground lessee of that certain real property ("IRG Ground Lease Parcel") comprising a portion of the City Property, located in the City of Downey, County of Los Angeles, State of California and legally described on Exhibit E. The IRG Fee Parcel and the IRG Ground Lease Parcel shall be collectively referred to herein as the (the "IRG Property"). D. The City Property, the Downey Landing Property and the IRG Property shall be collectively referred to herein as the "Subject Property." The City, Downey Landing and IRG shall be collectively referred to herein as the '’owners" or individually as an "Owner." DOCSOC/ 1 148285 v2/016233-CXX)5 E. Downey Landing, the City and IRG entered into that certain Yard (Unlimited Area) Declaration dated December 2, 2004, and recorded on March 3, 2005, as Instrument No. 05-0484965 in the Official Records of Los Angeles County, California (the "Declaration") binding the Subject Property. F. Unless otherwise defIned herein, all capitalized terms used in this Amendment shall have the same meaning as provided in the Declaration. G. The Parties desire to modify the sixty-foot (60') Required Yard area and the location and configuration of buildings to the areas and locations as shown on the Site Plan for the Downey Landing Property attached as Exhibit F to this Amendment, H herein The Parties desire to amend the Declaration on the terms and conditions set forth AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which the parties acknowledge, and the recitals set forth above, which the Parties agree are hue, the Parties hereby supplement and amend the Declaration as follows: 1. The current Exhibit F to the Declaration is deleted in its entirety, and the Exhibit F attached to this Amendment is substituted in its place. 2. In all other respects, the terms and conditions of the Declaration shall remain in. full force and effect 3. This Amendment may be executed in counterpaIts, each of which when taken together shall constitute one instrument. [Signatures appear on following page.] DOCSOC/ 1 ]48285v2/0] 6233-0005 [ IN WFFNESS WHEREOF, the Parties have executed this Amendment as of the date 6rst written above. ''CITY":"DOWNEY LANDPqG" : crrY OF DOWNEY a public body corporate and politic DOWNEY LANDnqG, LLC, a California limited liability company By: Name By: Thomas H. Purcell, Chairman Title: eity phnager By: Douglas B. Gray, President "IRG'’ : PCCP IRG DOWNEY. LLC, a Delaware limited liability company By: Name: Title: ( By: Name: Title: IRG DOWNEY, LLC, a California limited liability company By: Name: Title : By: Name: Title : [ALL SIGNATURES MUST BE ACIOVOWLEDGED] DOCSOC/ 1 148285v2/016233-0(X)5 -3- IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above i I ’'CITY":"DOWNEY LANDING" : CITY OF DOWNEY. a public body corporate and politic DOWNEY LANDiNG, LLC. a California limited liability company By: Name : Title: By: Thomas H. Purcell. Chairman "IRGt ' : PCCP IRG DOWNEY, LLC, a Delaware limited liability company By: Name: Title'I i By: Name: Title: IRG DOWNEY, LLC, a California limited liability company By: Name: Title: By: Name: Title : [ALL SIGNATURES MUST BE ACKNOWLEDGED I DOCSOC/1 148285v#01 6233-0005 -3- j CALIFORNIA ALL-PURPOuE ACKNOWLEDGMENT State of CXJl+tvp JT.> County of Les BIUr&b>a;+/downa# Name(s) of Signer(s) On 6/h&l % Date @ before me, XM/&u L. /#/279k& ’ Name and Tab cH Ottk;or {e.g.. 'J8ne Doo. Notary Public’) Go,,ZX n . r'aBv,ppersonally appeared ©)ersonally known to me [1 pro to be the person(g whose nameK is/3ro subscribed to the' within instrument and acknowledged to me that he/On/M executed the same in his/her/their authorized capacity(M, and that by his/tMth& signature(s) on the instrument the person(( or the entity upon behalf of which the personW. acted, executed the instrument. WITNESS my hand and official seal. Signature al Notary Piblk: OPTIONAL Tbough the inforrnation below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent rerrboval and roattachment of this form to another document. I Description of Attached Document ntle or Type of Document:Flu A,&aMd +b %a a/2/&':{a404WfW„IM:%Document Date: hIhI . as , dODO Signer(s) Other Than Named Above: F Capacity(ies) Claimed by Signer(s) Signer’s Name: gChq/ @• aM Signer’s Name: [] Individual a Corporate Officer ntle(3) : [] Partner – [] Limited [] General [] Attorney-in-Fact D Trustee Guardian or Conservator Other:a [] Individual [] Corporate Officer nae(s): [] Partner – [] Limited O General [] Attorney-in'Fact [] Trustee [] Guardian or Conservator [] Other: aHaB OF SIGNER luBp of thumb; @IB Bp of thumb here Cib? Phqaa Signer is Representing:Signer is Representing: o+JYtzM O 1996 NatIonal Notary AssuhUon • 8236 Remmet Ave., P.O. Box 71&t ' Canoga Park, CA 91:m'7184 Prod. No. 5907 Reorder: Call TcHbFr8e 1.8(X>4764827 STATE OF CALIFORNIA COUNTY OF ORANGE On this 27th day of April , 20lq before me, Susan J . Pier a Notary Public in and for said State, personally appeared Thona$ H. Purcell , personally known to me ((wpmv6d k>neondreba#n#odtit#aotorywidont,oi to be the persons(x) whose name($ is/ansubscribed to the within instrument and acknowledged to me that he/gMBH' executed the same in his/thw£th& capacity($) and that by his/he#dxk signature(q on the instrument the person($ or entity upon which the person(s) acted,execu the instrument WITNESS my hand and official seal.& Notary Public My Commission expires: 11 + 1486391 STATE OF CALIFORNIA COUNTY OF ORANGE On this 27th day of AprII , 20 06 before me, Susan J . Pier a Notary Public in and for said State, personally appeared Douglas B. Gray , personally known to me (or proved=tonwe+dnb d8+Ant&fm+wy4vidomx4 to be the persons(x) whose name($ is/m subscribed to the within instrument and acknowledged to me that heAheAhq executed the same in his/ho#tho# capacity(ies) and that by his/h##M signature($ on the instrument the person(s) or entity upon which the person(s) acted, executed the instrument. g,A,+~., C}'?x£/O Notary Public My Commission expires : WFFNESS my hand and official seal. mln3 + 14&6391 DOCSOC/1148285v2/016233-0005 EXHIBIT A LEGAL DESCRIPTION OF CITY PROPERTY THE LAND IS SITUATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: FIRST PARCEL: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, TOWNSHIP 3 sour Fi, RANGE 12 WEST, IN THE RANCHO SANtA GERTRUDES, IN THE CITY OF DOWNEY, couvrY OF LOS ANGELES, STATE OF CALIFORNIA AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNiNG AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 nq THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, SAID LINE ALSO BENG THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WIDE, DISTANT THEREON SOUTH 89 DEGREES 52' 14" WEST 646.51 FEET FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE ON A LINE BETWEEN SAID PONT OF BEGINNING AND THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAUD FRACTIONAL SECTION 10, SOUTH OO DEGREES 13’ 16" WEST 80.12 FEET TO THE TRUE PONT OF BEGnqNnqG; THENCE covrnquiNG SOUTH 00 DEGREES 13' 16" WEST 1020.47 FEET; THENCE NORTH 89 DEGREES 52' 23" EAST 605.82 FEET; THENCE NORTH 11 DEGREES 12' 49" EAST 27.51 FEET TO THE BEGiNNngG OF A TANGENT CURVE CONCAVE WESTERLY AND HAvngG A RADIUS OF 152.00 FEET; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 11 DEGREES 20’ 26", A DISTANCE OF 30.09 FEET; THENCE NORTH 00 DEGREES 06' 49" WEST 262.35 FEET; THENCE NORTH 09 DEGREES 53' 54" WEST 70.92 FEET; THENCE NORTH 00 DEGREES 08' 49'’ WEST 73.77 FEET TO TIEE BEGn{NnqG OF A TANGENT CURVE CONCAVE EASTERLY AND HAVING A RADIUS OF 151.00 FEET; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 11 DEGREES 19' 04''. A DISTANCE OF 29.83 FEET; THENCE NORTH 11 DEGREES 11' 25" EAST 29.91 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE WESTERLY AND HAVING A iuDrus OF 164.00 FEET; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 11 DEGREES 19' 02", A DISTANCE OF 32.39 FEET; THENCE NORTH 00 DEGREES 08' IO" EAST 416.33 FEET TO THE BEGINNING OF A TANGENT CURVE (-ONCAVE SOUrHWESTERLY AND HAVnqG A RADIUS OF 50.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENrRAL ANGLE OF 90 DEGREES 16' 40", A DISTANCE OF 78.78 FEET; THENCE sourH 89 DEGREES 51' 30" WEST 559.90 FEET TO THE TRUE PONT OF BEGnqNiNG. SECOND PARCEL: THAT PORTION OF LOT 2 N THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10 TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, TOGETHER WITH A PORTION OF THE SOUTHWEST QUARTER OF SAID FRACTIONAL SECTION 10 IN THE CITY OF DOWNEY, COUNtY OF LOS ANGELES, STATE OF CALIFORNLA AS RECORDED IN BOOK 1, PAGE 502 OF MISCELLANEOUS RECORDS, DOCSOC/ 1 148285v2/01 6233-0005 EXHIBIT A- 1 RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 N THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, SAID LINE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WIDE, DISTANT THEREON soLrrH 89052’14" WEST 646.51 FEET FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE ON A LINE BETWEEN SAID POINT OF BEGnqNnqG AND THE sourHWEST CORNER OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF FRACTIONAL SECTION 10, SOUTH OOD13'16" WEST 1100.59 FEET TO THE TRUE POINT OF BEGINNING; THENCE AT RIGHT ANGLES TO THE EASTERLY LUgE OF SAID LOT 2, SAID EASTERLY LINE ALSO BENG THE CENTERLnqE OF BELLFLOWER BOULEVARD, NORTH 89'52'23" EAST 613.20 FEET TO A POINT IN A LINE THAT IS PARALLEL wrrH AND DISTAVr WESTERLY 40.00 FEET, MEASURED AT RIGHT ANGLES, FROM SAID EASTERLY LINE OF LOT 2; THENCE SOUTH OO'07'37" EAST, ALONG SAID PARALLEL LINE, A DISTANCE OF 222.54 FEET TO THE DqTERSECTION OF SAID PARALLEL LINE, WITH A LnTE THAT IS PARALLEL WITH AND DISTANT WESTERLY 40.00 FEET, MEASURED AT RIGHT ANGLES, FROM THE EASTERLY LnqE OF SAID SOUrHWEST QUARTER OF SAn) FRACTIONAL SECTION 10; THENCE SOUTH oon04'17" EAST, ALONG LAST SAID PARALLEL LINE A DISTANCE OF 1225.63 FEET TO A LINE THAT IS PARALLEL WITH AND DISTANT NORTHERLY 96.00 FEET, MEASURED AT RIGHT ANGLES, FROM THE SOUTHERLY LINE OF SAID NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF FRACTIONAL SECTION 10; THENCE SOUtH 89051’04" WEST, ALONG LAST SAID PARALLEL LINE, A DISTANCE OF 238.61 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVnVG A RADrUS OF 252,00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL. ANGLE 49'21’31", A DISTANCE OF 217.09 FEET TO Tm BEGINNING OF A REVERSE CURVE CONCAVE SOUrHWESTERLY AND HAVING A RADIUS OF 418.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 31033'30", A DISTANCE OF 230.23 FEET TO SAID LINE BETWEEN THE POINT OF BEGINNING AND THE SOUtHWEST CORNER OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOLnHWEST QUARTER OF FRACTIONAL SECTION 10; THENCE NORTH OO'13'18" EAST ALONG SAID LINE, A DISTANCE OF 1234.83 FEET TO THE TRUE POINT OF BEGINNING. CONrADqING AN AREA OF 857,497 SQUARE FEET, MORE OR LESS. l i DOCSOC/1 148285v2/016233-0005 EXHIBIT A-2 EXHIBIT B LEGAL DESCRIPTION OF DOWNEY FEE PARCEL THE LAND IS SITUATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1 : THAT PORTION OF LOT 2 Dq THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, TOWNSHEP 3 SOUtH, RANGE 12 WEST, IN THE RANCHO SANrA GERTRUDES, IN THE CITY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 1 IN THE PARTICIPATION PAYMENT AGREEMENT RECORDED ON AUGUST 10, 2004 AS INSTRUMENt NO . 04-2052076 OF OFFICLAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT nq THE NORTHERLY LINE OF SAED LOT 2 iN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, SAID LNE ALSO BEING THE NORTHERLY LnqE OF STEWART AND GRAY ROAD, 80 FEET WIDE; THENCE S 89'52'14" W, A DISTANCE OF 950.60 FEET; THENCE S OO'13'16" W, A DISTANCE OF 86.31 FEET TO THE TRUE POINT OF BEGiNNING; THENCE CONFIIqUE SOUrHERLY ALONG SAID LEW, A DISTANCE OF 163.15 FEET; THENCE S 77'41'41" E, A DISTANCE OF 25.91 FEET; THENCE S OO'13'16" W, A DISTANCE OF 189.52 FEET; THENCE WEST, A 'DISTANCE OF 269.44 FEET; THENCE S 73'30'48" W, A DISTANCE OF 56.48 FEET TO THE PONT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT, OF WHICH THE RADIUS PONT LIES N 04'39’41" W, A RADIAL DISTANCE OF 363.80 FEET; THENCE WESTERLY ALONG THE ARC. THROUGH A CENTRAL ANGLE OF 30'42'24", A DISTANCE OF 194.97 FEET; THENCE N 63'57'17" W. A DISTANCE OF 25.67 FEET; THENCE N 26'04'40" E, A DISTANCE OF 66.47 FEET; THENCE N31'29’35" E, A DISTANCE OF 150.11 FEET TO A PONT OF CURVE TO THE RIGHT HAVING A RADIUS OF 171.75 FEET AND A CENTRAL ANGLE OF 15'1 1’21 "; THENCE NORTHEASTERLY ALONG THE ARC A DISTANCE OF 45.53 FEET TO THE POINT OF CURVE OF A NON TANGENr CURVE TO THE LEFr, OF WHICH THE RADIUS Ponqr LEES N43'19'03" W, A RADLAL DISTANCE OF 171.75 FEET; THENCE NORTHEASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF ]5'11’21", A DISTANCE OF 45.53 FEET; THENCE N 31'26'29" E, A DISTANCE OF 149.68 FEET TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT, OF WHICH THE RADrUS POINT LIES S 54'22'06" E, A RADLAL DISTANCE OF 51.92 FEET; THENCE EASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 78'23’17", A DISTANCE OF 71.04 FEET; THENCE S 68'27'14'’ E, A DISTANCE OF 164.65 FEET TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LEFr, OF WHICH THE RADIUS PONT LEES N 21'32'45" E, A RADIAL DISTANCE OF 300.00 FEET; THENCE EASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF IO'28’24", A DISTANCE OF 54.84 FEET BACK TO THE TRUE POINT OF BEGnqNnqG. DOCSOC/1 148285v2/016233-0005 EXHIBIT B- 1 PARCEL 2: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, TOWNSHIP 3 sourH, RANGE 12 WEST. Dg THE RANCHO SANTA GERTRUDES. IN THE CITY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, ng THE OFFICE OF THE COUNTY RECORDER OF SAID COUICy. SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 2 IN THE PARTICIPATION PAYMENT AGREEMENT RECORDED ON AUGUST 10, 2004 AS INSTRUMENT NO. 04- 2052076 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNDgG AT A PODfr IN THE NORTHERLY LiNE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, S'AID LNE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WIDE; THENCE S 89'52’14" W. A DISTANCE OF 796.15 FEET; THENCE S OO'13’16" W. A DISTANCE OF 86.12 FEET TO THE TRUE PONT OF BEGn{NiNG; THENCE CONTINUE SOUTHERLY ALONG SAID LiNE, A DISTANCE OF 358.74 FEET; THENCE WEST, A DISTANCE OF 129.10 FEET; THENCE N OO'13'16" E, A DISTANCE OF 189.52 FEET; THENCE N 77'41'41" W, A DISTANCE OF 25.91 FEET; THENCE NOO'13’16'’ E, A DISTANCE OF 163.15 FEET TO THE PonqT OF CURVE OF A NON TANGENT CURVE TO THE LEFT, OF WHICH THE RADIUS POINT LIES N ll'04’21" E, A RADIAL DISTANCE OF 300.00 FEET; THENCE EASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 1 1']2'07", A DISTANCE OF 58.65 FEET; THENCE N 89o52lj4lt EI A DISTANCE OF 54 , 71 FEET; THENCE N 89o45 154 it E9 A DISTANCE OF 41,87 FEET BACK TO THE TRUE POINT OF BEGINNING PARCEL 3 : THAT PORTION OF LOT 2 N THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, TOWNSHIP 3 sourH, RANGE 12 WEST, nv THE RANCHO SANTA GERTRUDES. IN THE CITY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS. ng THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 3 IN THE PARTICiPATION PAYMENT AGREEMENT RECORDED ON AUGUST 10. 2004 AS INSTRUMENT NO. 04- 2052076 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A PONt N THE NORTHERLY LINE OF SAnD LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, SAID LINE ALSO BENG THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WIDE; THENCE S 89'52'14" W, A DISTANCE OF 646.51 FEET; THENCE S OO'13'16" W, A DISTANCE OF 80.02 FEET TO THE TRUE POINT OF BEGINNING; THENCE covrNUE SOUTHERLY ALONG SAID LINE, A DISTANCE OF 365.17 FEET; THENCE WEST, A DISTANCE OF 149.64 FEET; THENCE N OO'13’16" E, A DISTANCE OF 358.74 FEET; THENCE N 81'45'54" E, A DISTANCE OF 43.24 FEET; THENCE N 89'52'14“ E, A DISTANCE OF 106.88 FEET BACK TO THE TRUE PONT OF BEGINNING. DOCSOC/ 1 148285v2/016233-0005 EXHIBIT B-2 I •b PARCEL 5: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SAtfrA GERTRUDES, IN THE CITY OF DOWNEY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAED COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 5 nq THE CERTIFICATE OF COMPLLANCE RECORDED ON MARCH 3, 2005 AS INSTRUMENT NO. 05-484960 OF OFFICIAL RECORDS AND DESCREBED AS FOLLOWS: BEGiNNnqG AT A POiNT IN THE NORTHERLY LnqE OF SAID LOT 2 N THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, SAID LINE ALSO BENG THE NORTHERLY LiNE OF STEWART AND GRAY ROAD, 80 FEET WIDE; THENCE S 89'52'14" W, A DISTANCE OF 1.267.82 FEET; THENCE S31'29'35'’ W, A DISTANCE OF 887.89 FEET; THENCE S 58'14’23" E, A DISTANCE OF 47.51 FEET TO THE TRUE POiNT OF BEGINNING; THENCE CONTINUE SOurHEASTERLY ALONG SAED LINE, A DISTANCE OF 18.16 FEET TO A POINT OF CURVE TO THE LEFT HAVING A RADIUS OF 37.50 FEET AND A CENTRAL ANGLE OF 38'54'55"; THENCE EASTERLY ALONG THE ARC A DISTANCE OF 25.47 FEET; THENCE N 82'50’42" E, A DISTANCE OF 88.36 FEET; THENCE S 07'OO'35" E, A DISTANCE OF 188.44 FEET; THENCE S 82'59'25" W, A DISTANCE OF 10.00 FEET; THENCE S 07'OO'35" E, A DISTANCE OF 107.84 FEET; THENCE S 80'56’18" W, A DISTANCE OF 71.97 FEET; THENCE N 07'OI'OO" W, A DISTANCE OF 14.00 FEET; THENCE S 82'58’59" W, A DISTANCE OF 63.90 FEET TO A POINT OF CURVE TO THE RIGHT HAVING A RADIUS OF 100.00 FEET AND A CENTRAL ANGLE OF 07'Ol’Ol"; THENCE WESTERLY ALONG THE ARC’ A DISTANCE OF 12.25 FEET; THENCE WEST, A DISTANCE OF 155.16 FEET; THENCE N 58'25'34" W, A DISTANCE OF 37.53 FEET; THENCE N 37'35’33" E, A DISTANCE OF 89.31 FEET; THENCE N 32'40’09" E, A DISTANCE OF 105.84 FEET; THENCE N31o41'37'’ E, A DISTANCE OF 88.47 FEET; THENCE N 25'12’26'’ E, A DISTANCE OF 55.68 FEET BACK TO THE TRUE Polvr OF BEGUqNING. PARCEL 6: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, TOWNSHm 3 SOUTH, RANGE 12 WEST, nv THE RANCHO SANTA GERTRUDES, IN THE crrY OF DOWNEY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, RECORDED N THE OFFICE OF THE COUNTy RECORDER OF SAiD COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 6 nJ THE CERTIFICATE OF COMPLIANCE RECORDED ON MARCH 3, 2005 AS iNSTRUMENT NO. 05-484960 OF OFFICLAL RECORDS AND DESCREBED AS FOLLOWS : BEGiNNniG AT A Powr N THE NORTHERLY LUTE OF SAID LOT 2 N THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, SAUD LNE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WIDE; THENCE S 89'52’14" W, A DISTANCE OF 1,267.82 FEET; THENCE S31'29’35" W, A DISTANCE OF 458.63 FEET; THEN(_'E S 63'57'17" E, A DISTANCE OF 49.50 FEET TO THE TRUE Powr OF BEGn{NDqG; THENCE C'ONTINUE SOUrHEASTERLY ALONG SAUD LINE, A DISTANCE OF 25.67 FEET TO A POINT OF CURVE TO THE LEFT HAVnqG A RADIUS OF 363.80 FEET AND A CENTRAL ANGLE OF 04'48'55"; THENCE SOUTHEASTERLY ALONG THE ARC A DISTANCE OF 30.57 FEET; THENCE sour II, A DISTANCE OF 330.60 FEET; THENCE DOCSOC/1 148285v2/016233-0005 EXHIBIT B-3 N 82Q50l42 11 E, A DISTANCE OF 7.62 FEET; THENCE S 07oC)0l3511 E, A DISTANCE OF 268.14 FEET; THENCE S 86'11’04" W, A DISTANCE OF 15.91 FEET; THENCE S 69'23'25" W. A DISTANCE OF 119.27 FEET; THENCE S 80'56'18" W, A DISTANCE OF 38_88 FEET; THENCE N 07'OO'35" W, A DISTANCE OF 107.84 FEET; THENCE N 82'59'25" E, A DISTANCE OF 10.00 FEET; THENCE N 07'OO'35" W, A DISTANCE OF 188.44 FEET; THENCE S 82'50’42" W. A DISTANCE OF 88.36 FEET TO A POINT OF CURVE TO THE RIGHT HAVING A RADIUS OF 37.50 FEET AND A CENTRAL ANGLE OF 38'54’55"; THENCE WESTERLY ALONG THE ARC A DISTANCE OF 25.47 FEET; THENCE N 58'14’23" W, A DISTANCE OF 18.16 FEET; THENCE N 25'12'26" E. A DISTANCE OF 56.96 FEET TO THE PoiNr OF CURVE OF A NON TANGENt CURVE TO THE RIGHT, OF WHICH THE RADIUS POINT LIES S 67'06'23" E. A RADLAL DISTANCE OF 114.03 FEET; THENCE NORTHEASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 22'19'22’', A DISTANCE OF 44.43 FEET TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LEFT, OF WHICH THE RADIUS PONt LIES N 48'53’30" W, A RADLAL DISTANCE OF 837.22 FEET; THENCE NORTHEASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 07'42'25", A DISTANCE OF 112.62 FEET; THENCE N 31'41’36" E, A DISTANCE OF 129.66 FEET; THENCE N 31'29’35" E. A DISTANCE OF 31.44 FEET; THENCE N 26'04’40" E, A DISTANCE OF 60.69 FEET BACK TO THE TRUE POINT OF BEGn{NnqG PARCEL 7: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, TOWNSHIP 3 sourH, RANGE 12 WEST, iN THE RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 7 IN THE CERTIFICATE OF COMPLIANCE RECORDED ON MARCH 3, 2005 AS INSTRUMENT NO. 05-484960 OF OFFICLAL RECORDS AND DESCRIBED AS FOLLOWS: BEGiNNniG AT A PoiNr IN THE NORTHERLY LINE OF SAID LOT 2 nq THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, SAID LINE ALSO BEING THE. NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WIDE, DISTANT THEREON SOUtH 89'52'14" WEST 646.51 FEET FROM THE NORTHEAST CORNER THEREOF; THENCE ON A LINE BETWEEN SAD POINT OF BEGn{NnqG AND THE sourHWEST CORNER OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID FRACTIONAL SECTION 10, SOUTH OO' 13' 16" WEST 445.18 FEET; THENCE WEST 548.19 FEET; THENCE SOUTH 73' 30' 48" WEST 56.48 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHERLY AND }{AVDqG A RADrUS OF 363.80 FEET, A RADIAL Ln(E OF SAED CURVE THROUGH SAID POINT BEARS NORTH 04' 39' 41" WEST; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF IO' 32’ 10", A DISTANCE OF 66.90 FEET TO THE TRUE POiNT OF BEGINNING; THENCE CONTINUING WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15' 21' 19". A DISTANCE OF 97.50 FEET; THENCE SOUTH 330.60 FEET; THENCE NORTH 82' 50' 42" EAST 7.62 FEET; THENCE SOUTH 07' OO’ 35" EAST 268.15 FEET; THENCE NORTH 86' ll' 04" EAST 108.84 FEET; THENCE NORTH 07' OO’35" WEST 274.49 FEET; THENCE SOUTH 82' 50' 42" WEST 21.05 FEET; THENCE NORTH 295.96 FEET TO THE TRUE PODqT OF BEGINNING DOCSOC/1148285v2/016233-0005 EXHIBIT B-4 PARCEL 8: THAT PORTION OF LOT 2 N THE NORTHWEST QUARTER OF FRACTIONAL SECTION 101 TOWNSHIP 3 sourH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES. ng THE CITY OF DOWNEY, couvrY OF LOS ANGELES, STATE OF CALIFORNIA, RECORDED nq THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 8 IN THE CERTIFICATE OF COMPLIANCE RECORDED ON MARCH 3, 2005 AS n{STRUMENT NO. 05-484960 OF OFFICIAL RECORDS. DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LnqE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, SAID LnVE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WIDE, DISTANT THEREON SOUTH 89. 52' 14" WEST 646.51 FEET FROM THE NORTHEAST CORNER THEREOF; THENCE ON A LINE BETWEEN SAID Ponqr OF BEGINNING AND THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUrHWEST QUARTER OF SAID FRACTIONAL SECTION 10, SOUTH OO' 13’ 16" WEST 445.19 FEET; THENCE WEST 406.14 FEET TO THE TRUE POINT OF BEGiNNING; THENCE CONTINUING WEST 142.05 FEET; THENCE SOUTH 73' 30' 48" WEST 56.48 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 363.80 FEET, A RADLAL LINE OF SAID CURVE THROUGH SAUD POINT BEARS NORTH 04' 39' 41" WEST; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF IO' 32' IO" A DISTANCE OF 66.90 FEET; THENCE SOUTH 295.96 FEET; THENCE NORTH 82' 50' 42" EAST 21.05 FEET; THENCE SOUTH 07' OO' 35" EAST 274.49 FEET; THENCE NORTH 86' 11' 04" EAST 48.79 FEET; THENCE NORTH 89' 50’ 58" EAST 51.71 FEET; THENCE NORTH 80' 56' 18" EAST 64.34 FEET; THENCE NORTH 89' 48’ 11" EAST 114.46 FEET; THENCE NORTH 151.36 FEET; THENCE SOUTH 89' 57' 31" WEST 46.04 FEET: THENCE NORTH 07' OO’ 35" WEST 193.57 FEET; THENCE NORTH 223.76 FEET TO THE TRUE PONT OF BEGINNDqG. I PARCEL 9: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, TOWNSHEP 3 sourH, RANGE 12 WEST, nq THE RANCHO SANTA GERTRUDES, UV THE CITY OF DOWNEY, AS RECORDED Qq BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED N THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 9 nq THE RETAIL CENTER PARCEL OCCUPANT RELEASE AGREEMENT, RECORDED ON AUGUST 10, 2004 AS nVSTRUMENT NO. 04-2052077 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS : BEGn{NnVG AT A POINT IN THE NORTHERLY LINE OF SAnD LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, SAID LegE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WEDE, DISTANT THEREON sourH 89' 52’ 14" WEST 646.51 FEET FROM THE NORTHEAST CORNER THEREOF; THENCE ON A LngE BETWEEN SAID POINT OF BEGiNNngG AND THE sourHWEST CORNER OF THE SOUTHEAST QUARTER OF THE NORTFEEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID FRACTIONAL SECTION 10, SOUTH OO' 13' 16" WEST 445.18 FEET TO THE POINT OF BEGiNNnJG; THENCE WEST 406.14 FEET; THENCE sourH 223.76 FEET; THENCE DOCSOC/1 148285v2/01 6233-0005 EXHIBIT B-5 SOUTH 07' OO' 35" EAST 193.57 FEET; THENCE NORTH 89' 57’ 31" EAST 46.04 FEET; THENCE SOUTH 151.36 FEET; THENCE NORTH 89' 48' ll’' EAST 334.29 FEET TO SAID LINE BETWEEN THE POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE SOUtHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID FRACTIONAL SECTION 10; THENCE NORTH OO' 13' 16" WEST, ALONG SAID DESCRIBED LUgE, A DISTANCE OF 566.06 FEET TO THE TRUE PONT OF BEGINNING. DOCSOC/1148285v2/016233-0005 EXHIBIT B-6 ( E)aiIBiT C LEGAL DESCRIPTION OF DOWNEY GROUND LEASE PARCEL THE LAND IS SITUATED IN THE COUNTY OF LOS ANGELES, STATE OF CALiFORNIA AND IS DESCRIBED AS FOLLOWS: A GROUND LEASEHOLD INTEREST IN PARCEL 4: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, TOWNSHIP 3 sourH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF THE couNrY RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 4 IN THE MEMORANDUM OF GROUND LEASE RECORDED ON AUGUST 10, 2004 AS INSTRUMENT NO. 04-2052075 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS : BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 N THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, SAID LINE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WEDE; THENCE S 89'52’14" W. A DISTANCE OF 646.51 FEET; THENCE S OO'13’16" W, A DISTANCE OF 80.02 FEET TO THE TRUE POINT OF BEGINNING; THENCE covrnqUE SOUTHERLY ALONG SAID LINE. A DISTANCE OF 1,020.58 FEET; THENCE N 89'52'23" E, A DISTANCE OF 605.82 FEET: THENCE N 1 1'12'49'’ E, A DISTANCE OF 27.51 FEET TO A POiNT OF CURVE TO THE LEFT HAVING A RADIUS OF 152.00 FEET AND A CENTRAL ANGLE OF 11'20’26"; THENCE NORTHERLY ALONG THE ARC A DISTANCE OF 30.09 FEET; THENCE N OO'06’49" W, A DISTANCE OF 262.35 FEET; THENCE N 09'53'54" W, A DISTANCE OF 70.92 FEET; THENCE N OO'08’49“ W. A DISTANCE OF 73.77 FEET TO THE PONT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT, OF WHICH THE RADIUS POINT LEES N 89'52'22" E, A RADLAL DISTANCE OF 151.00 FEET; THENCE NORTHERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 11'19'04", A DISTANCE OF 29.83 FEET; THENCE N 1 1'11'25" E, A DISTANCE OF 29.94 FEET TO A POINT OF CURVE TO THE LEFT HAVnJG A RADIUS OF 164.00 FEET AND A CENTRAL ANGLE OF 11'19’02"; THENCE NORTHERLY ALONG THE ARC A DISTANCE OF 32.39 FEET; THENCE N OO'08'10" E, A DISTANCE OF 418.83 FEET TO THE PONT OF CURVE OF A NON TANGENT CURVE TO THE LEFT, OF WHICH TIU RADrUS Ponfr Lms S 84'57'35" W, A RADLAL DISTANCE OF 50.00 FEET; THENCE NORTHWESTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 85a05'21", A DISTANCE OF 74.25 FEET; THENCE S 89'52’14" W, A DISTANCE OF 79.07 FEET; THENCE N 88'15'50" W. A DISTANCE OF 61.44 FEET; THENCE S 89'52'14" W, A DISTANCE OF 419.63 FEET BACK TO THE TRUE POINT OF BEGINNING. DOCSOC/1 148285v2/016233-0005 ExHIBIT C- 1 EXHIBIT D LEGAL DESCRIPTION OF IRG FEE PARCEL THOSE PORTIONS OF LOT 2 AND LOT 3 OF FRACTIONAL SECTION 10, TOWNSHIP 3 sourH. RANGE 12 WEST, N THE RANCHO SANTA GERTRUDES, TOGETHER WITH A PORTION OF THE SOUTHWEST QUARTER OF SAID FRACTIONAL SECTION 10 IN THE CITY OF DOWNEY, COUNTY OF LOS ANGELES, STATE OF CALIFORNLA AS RECORDED IN BOOK 1, PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNRqG AT A POINr IN THE NORTHERLY LB+E OF SAID LOT 2 nq THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, SAID LINE ALSO BENG THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WIDE, DISTANT THEREON SOUTH 89oD52'14" WEST 646.51 FEET FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE ON A LINE BETWEEN SAID POINT OF BEGn{NiNG AND THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUrHWEST QUARTER OF FRACTIONAL SECTION 10, SOUrH OO'D13'16" WEST 1011.24 FEET TO THE TRUE PONT OF BEGINNnqG; THENCE SOUTH 89'D48'11" WEST 1194.23 FEET TO A POINT nq A LnVE THAT IS PARALLEL WITH AND DisTANr SOUrHEASTERLY 40.00 FEET, MEASURED AT RIGHT ANGLES, FROM THE CE}rrERLINE OF LAKEWOOD BOULEVARD, AS SHOWN ON COUNTY SURVEYORS B SERIES MAP NO. 1147, ON FILE IN THE OFFICE OF THE COUNTY ENGINEER OF SAID COUNTY; THENCE SOUTH 31'D41'38'’ WEST, ALONG SAID PARALLEL LINE, A DISTANCE OF 1437.27 FEET TO A POINT IN A LINE THAT IS PARALLEL WITH AND DISTANT EASTERLY 40.00 FEET, MEASURED AT RIGHT ANGLES, FROM THE CENTERLINE OF CLARK AVENUE AS SHOWN ON SAID COUNTY SURVEYORS B SERIES MAP NO. 1147; THENCE sourH OO'D03'38" WEST, ALONG LAST SAID PARALLEL LINE, A DISTANCE OF 485.49 FEET; THENCE NORTH 90DD%00l00’1 EAST 713.90 FEET; THENCE NORTH 00oD13l44" EAST 543.51 FEET; THENCE NORTH 89'D50’41" EAST 432.97 FEET; THENCE NORTH 61'D25’22" EAST 245.31 FEET; THENCE NORTH 90'DOO'OO" EAST 581.33 FEET TO SAUD LniE BETWEEN THE POINT OF BEGINNING AND THE SOUtHWEST CORNER OF THE SOtrrHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF FRACTIONAL SECTION 10; THENCE NORTH OO'D13'16" EAST ALONG SAID LINE, A DISTANCE OF 1050.50 FEET TO THE TRUE PONT OF BEGnqNiNG. EXCEPTnJG THE LAND DESCRIBED AS FOLLOWS : THAT PORTION OF LOT 2 N THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, TOWNSHIP 3 SOUtH, RANGE 12 WEST, IN THE RANCHO SANrA GERTRUDES, IN THE CITY OF DOWNEY, COUNTY OF LOS ANGELES, STATE OF CALIFORNLA AS RECORDED IN BOOK 1. PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAnD COUNTY, DESCRIBED AS FOLLOWS: BEGINNWG AT A POINT N THE NORTHERLY LngE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, SAID LNE ALSO BENG THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WIDE, DISTANT THEREON sourH 80'D52’14" WEST 646.51 FEET FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE DOCSOC/ 1 148285v2/01 6233-0005 EXHIBIT D- 1 ON A LINE BETWEEN SAID POINt OF BEGniNnJG AND THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF FRACTIONAL SECTION 10, SOUrH OO'D13’16" WEST 1011.24 FEET; THENCE SOUTH 89'D48’11" WEST 448.75 FEET TO THE TRUE POINt OF BEGiNNING; THENCE coNrNunJG soLrrH 89'D48'11" WEST 745.47 FEET TO A LINE THAT IS PARALLEL WITH AND DISTANT SOUrHEASTERLY 40.00 FEET, MEASURED AT RIGHT ANGLES, FROM THE CE}mERLniE OF LAKEWOOD BOULEVARD, AS SHOWN ON COUNTY SURVEYORS B SERIES MAP NO. 1147, ON FILE IN THE OFFiCE OF THE COUNTY ENGnVEER OF SAID COUNTY, THENCE SOUTH 31'D41'38" WEST, ALONG SAID PARALLEL LINE, A DISTANCE OF 60.23 FEET, THENCE SOUTH 58aD24'34" EAST 41.55 FEET; THENCE NORTH 90'DOO'OO'’ EAST 155.16 FEET TO THE BEGINNING OF A TANGENr CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 100.00 FEET; THENCE EASTERLY ALONG SAD CURVE THROUGH A CENTRAL ANGLE OF 07'DOl’lO", A DISTANCE OF 12.25 FEET; THENCE NORTH 82'D58'59" EAST 63.90 FEET; THENCE SOUTH 07'DOI'OO" EAST 14.00 FEET; THENCE NORTH 80'D56'18" EAST 1 10.86 FEET; TFIENCE NORTH 69'D23’25" EAST 119.27 FEET; THENCE NORTH 86'D11'04'’ EAST 173.55 FEET; THENCE NORTH 89'D50’58" EAST 51.71 FEET; THENCE NORTH 80'D56'18" EAST 64.23 FEET TO THE TRUE PONT OF BEGINNING. coNTAn{nvG AN AREA OF 2,08 1,175 SQUARE FEET, MORE OR LESS. { DOCSOC/1 148285v2/016233-0005 EXHIBIT D-2 EXHIBIT E LEGAL DESCRIPTION OF IRC GROUND LEASE PARCEL THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10 TOWNSHIP 3 SOUtH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, TOGETHER WITH A PORTION OF THE SOUTHWEST QUARTER OF SAID FRACTIONAL SECTION 10 IN THE CITY OF DOWNEY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS RECORDED IN BOOK 1, PAGE 502 OF MISCELLANEOUS RECORDS. RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A Ponfr Dq THE NORTHERLY LnIE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SECTION 10, SAID LUgE ALSO BENG THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WIDE, DISTANT THEREON SOUTH 89'52'14" WEST 646.51 FEET FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE ON A LINE BETWEEN SAID POINT OF BEGINNING AND THE soLrrHWEST CORNER OF THE SOUrHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUrHWEST QUARTER OF FRACTIONAL SECTION 10, SOUTH OO'13'16" WEST 1 100.59 FEET TO THE TRUE PONT OF BEGINNING; THENCE AT RIGHT ANGLES TO THE EASTERLY LINE OF SAID LOT 2, SAID EASTERLY LnqE ALSO BEING THE CENTERLnqE OF BELLFLOWER BOULEVARD, NORTH 89'52’23" EAST 613.20 FEET TO A POINT IN A LINE TnAT IS PARALLEL WITH AND DISTANT WESTERLY 40.00 FEET, MEASURED AT RIGHT ANGLES, FROM SAID EASTERLY LINE OF LOT 2; THENCE SOUTH OO'07'37" EAST. ALONG SAnD PARALLEL LINE, A DISTANCE OF 222.54 FEET TO THE nJTERSECTiON OF SAID PARALLEL LINE. WITH A LINE THAT IS PARALLEL WITH AND DISTANT WESTERLY 40.00 FEET, MEASURED AT RIGHT ANGLES, FROM THE EASTERLY LINE OF SAID SOUTHWEST QUARTER OF SAID FRACTIONAL SECTION 10; THENCE SOUrH OO'04'17" EAST, ALONG LAST SAID PARALLEL LINE A DISTANCE OF 1225.63 FEET TO A LINE THAT IS PARALLEL WITH AND DISTANT NORTHERLY 96.00 FEET, MEASURED AT RIGHT ANGLES, FROM THE SOUrHERLY LINE OF SAID NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF FRACTIONAL SECTION 10; THENCE SOUTH 89'51'04" WEST, ALONG LAST SAID PARALLEL LINE, A DISTANCE OF 238.61 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 252.00 FEET; THENCE NORTHWESTERLY ALONG SAUD CURVE THROUGH A CENTRAL ANGLE 49'21'3 1 ", A DISTANCE OF 217.09 FEET TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOurHWESTERLY AND HAViNG A RADIUS OF 418.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 31'33'30". A DISTANCE OF 230.23 FEET TO SAID LiNE BETWEEN THE PONT OF BEGn{NiNG AND THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUrHWEST QUARTER OF FRACTIONAL SECTION 10; THENCE NORTH OO'13'18'’ EAST ALONG SAID LINE, A DISTANCE OF 1234.83 FEET TO THE TRUE POINT OF BEGDgNR+G. CONTAINING AN AREA OF 857,497 SQUARE FEET, MORE OR LESS. DOCSOC/1 148285v2/016233-0005 EXHIBIT E- 1 EXHIBIT F SITE PLAN i I i #/ } \ lg.;};{ :V i i I +8:L ;:::}} .{: 'if &-,.&„;g.,‘ hI !! :%:I[F :in-i ++3 { I+1: # 4bf m : jrb ’b ;1 +},f'UVf +\r(4 ##$B#!}##i £ M@#F#:};@844## MM'!.'.M.!w:$ g ;i ?Ma T:'hi !it} al '; ';-' . I ; T; F,?’TI'!; i ;If i ;i /; } { P ! ! ! : a •f ( ; a I „)! .{ 'i J '! 4.t. ; $ tNON4tRIW£4Ra\ I+ ! I'd i i i i i i i i i I gd;a&gjgli# L + b WJF£mT;r aD',SiDE yARD effy EXHIBfr *b=$: DOCSOC/ 1 148285v2/0 1 6233-0005 EXHIBIT F- 1 RECORDED BY: 'F IRST AMERICAN TITLE CC)MF'AN LOS ANGELES WHEN RECORDED MAIL I'O ( Stradling Yocca Carlson & Rauth 660 Newport Center Drive. Suite 1600 Newport Beach. CA 92660 Attention: Bruce C. Stuart, Esq. maITagl aRcu roK ReCORDER'S USE FIRST AMENDMENT TO YARD (UNLIMITED AREA) DECLARATION 171287-21 RE('ORDIN(; RI':011 ES'l'ED BY AND \\'Ill. IN RI':('OR I)EII MAII. ’l'o: S I'II Ar)I.IN[; YO(X:A (' ARI.SC>N & RAII I'I I 660 NewI)I>rt ('cnlcl’ Drive, Suite 1600 Ncwpl' lrt Beach , C'alit’ornitl 92660 AttclILion: Bruce ( I. Stuart, F.sq (Space Above for Recorderls Use) FIRST AMENDMENT II) YARD (UNLIMITED AREA) DECI,ARATION TI ItS FJlts’l' AMI';NlrMr:N'r TO Y /\RI) (LINI.IMl'rI,E> ARI': A) I)rc'l.ARA’rIC)N (lhis ’'Alncndnrcnt'’) is 111;ILIC £111d c11tcrcd into as c)F __. .}, \ .3 : . "j , 2006, by and bctwccn DowNEY I.ANL)ING, Ll. C-, a ( 'alil'trl'nia ]inlitctl liubility c<)lnpilny ("1)owncy I.andinE") ilncl 'l'lIE ( 'l'l-Y t)I: i)r)WNl;.v. it pllblic body corpol- IIte alrd politic (’'(;ity"). T)owlrcy I.antIing and thc (-:ity iii-c cacl1 scpanllcly rel’en-cd to herein as a " Party" allcl al-c ct)llcctlveiy I'cl’crrccl lu llcl'cin as the '’Parties," RE ( : ITA LS A . I')owncy I,tlnding is tIle fcc owner t)[ tllat certain real property (the "Fee Parcel") I,>catctl ill the ('ily I)I' I)owncy, ('t>llnty lrt- 1.os Angclcs, StaTe c)f ('alifol-nia, legally clcscribed and tlcpictcd on Exhibit A attached hcrctc), and the ground lc5sec of tllat ccrtaitr real property (the "Ground 1.ease Parccl") located in the (.'ity ofF)t)wncy, (:ollnty of 1 .os Angeles, State of (-alil’omia, ]cHillly tlcscribc,1 and depicted tIll Exhibit B allilchcd hcrcto. 'l'tlc l-’cc l’arccl and the Ground Lcasc l>drcc] shall be cc>llcctivcly rct-erred to llcrcin as the "Downey I.anding Prl}pcrty'’ 11 The ('Ity is tIle Fcc on’ncr o!' tIle (il-olllld l_ca.sc I)arccl. ( '. Dowllcy I .ZInc IIng a11cl thc ("ity ClltCICCl i11tc> that certain Yard LtJnlllnitcd Area) I)cclaratiol\ dated I)cccrnbcr 2, 20<)4, and rccordctl Oli March 3, 2005, as instrument No. 05-0484963 III Lhc Of{lcial Records of I.os Angeles C'ou]IIv, (-alift>lula (the "Declaration") binding the I)owncy 1 ,ancting Property. 1). tInless othclwisc defIned herein, all capitalized tcnns used in this Amendment shall have tIle sanlc nlc IIning as provi(lcd in the Declaration Ii. ’I-llc Pal'tics dc,;irc tt) lnodil'y thc sixty- lhi)1 (60') I{cquiI-ctI Yard al-ca and the location ancl con[lguratiolt of buildings to thc urcils and l<iczltions as shown on Ihc Site I)Ian for the Downey r.tlndillg, I’ll>pet-ly irttachcd as Exhibit (' to this Alncncllncnt 1 1 bore ill Thc Partics desire to amclld thc Declaration on the tcrttls and cc)nditic)ns set forth Now, ’l’llltl tEi;OItE. tt>r goo(I and valuable considcl-atioII, the receipt and adequacy of which tllc parties acknowledge, and the recitals set forth :rlrovc, which the 1)artIe>; agree are truc. the llarties hereby SLlpplenlcnt and ilmend thc F)cclariltioll as follows D( )(=SO(.:/ 1 1 48278v 2/(1 1 6233-t.)005 ( A \J 1\ FJ FJ IV I Jb 1\ I I. -['hc current Exhibit C: to the I)cclariltioll is deleted in ItS entil'cty, and the Exhibit C itttachcd Io this Anrendment is substitrl Icd in its place 2. In all other respects, the tcrms antI conditions of the Declaration sllall rcnlain in full force and effect 3. This Amcndlncnt may be cxcclltcd in counterparts, each of which when taken together shall constitute one instlument, iN WI'l'NbSS WIIF:REOF, thc Parties have executed this Amendment as oF the date firsl written above DOWNbV LANDINC: CI'I'V DowNI tY 1'ANI)ING, I ,I,(', ’l'tlr': (=r’rY Ol; DowNEY, a C'alilt)rnta limited liability company a C=atifbrnia municipal corporation By: I'itle Name: Thomas II, Purcell ’l'itI c : ('hairnran Name: ir../fr buglas+, B. ( / AppRovEr> AS To FokM: By Name: Charles S. Vosc I-i tlc : City Attorney Nam c: I'ltlc: President I )O C-'SO(-:/ t 148278v2/0 1 6233-(>005 AG RE F,rvIEr\'i' t C: ti) the I)cclarati( trl is (lcletecl ill its cl ItIl-ely, and the Exhibit (-FIle CLlrrcnt ExhibiI ;lttacllcd to this Alnendnrcnt is substituted in iIs place 2. In all other respects, the tellus atttl ct>n(litit Ills of tl ic I)ccIirl-ati(in slrilll rclnain in full hI-ce and cf'l'ccl 3. This Amcndlncllt may bc cxcclllect in coLlnlCI'p£llls, cac II of wllicll wlrcn taken t]gethcr sIl;III constitlltc otle instrulncntI IN WI'fNl£SS WHEl<H)F, the Pal-tlc>i have executed IIIis Alllclldlncnt as of the date llrst wrItten above DOWNrY I .ANI)INC: C:I'I'y : DOW'NF tV I . ANI)IN(I, 1 ,1 .( ', '1'I-IL.I ('I'I'\' Ot' I.)(>WN ICy. il ( 'ill i Porn IiI IImIted liability company a t.'alifonlla lntlnictp tIl corporatIon ny: Nulnc: ’I’hI>mas 11. Purcell TI tlc . C-hain11all 1+y Ndnre: 1)ouglas B. Gray I'll t c' l’r-csitlclt t Namc: Gerald M. Caton Title:. . .__City Manage_t_ Al’l’RovEI) As To FoRbI : I+y- Nilmc: ('llarlcs S. Vt lsc t'iLlc: City Attorney L)( )( :SO(.'./ 1 148278 v 2/o 1 62 33-ooC>5 2 S’l'A’l't*: ( ) F I.' I\ I.il"O RN IA (,IO UNTY OF ORANGE On this 27 ch _. day of ....Apl.1 1 . _ _. ., 20 ,., bcfore mc, _ s\lsdj3.. JJ__...PIer __ a Notary Public in and for said State, personally appeared Tt\olnas H. Purce 1.,1 , personally knowII to me (mqxov6d+wm%an<+q€ dba&sof#&+Maenf€#i4ew€) to be the persons($ whose 118me(g) is/xe subscribed to tIle within instrument and acknowledged to me that he/dbe/th$y executed the same in his/+r€#daR capacity(ies) and that by his/twAhek signature(g) on the instrument the person(8) or entity upon which the pcrson(s) actcd, cxccujed the instrumcnt. WITNESS my hand and offIcial seal _ { ,' ( .t.d (T . . .; / . r /_ \. Notary Public My Commission expires: ' :: ? aMum n # 1455391 @ Notary Publbc> - CalforrYO Orange County My Comm. Expires Doc 9. 2CX)7 S'l’A’l'l{ OF (:/\1.1 ITORN IA COUN’I-Y OI; OkANCR On this '2_za__._._ day of _April , 209& before me, _gIUgO._p_. PIer __ a Notary Public in and R)r said State, personally appeared _.DauAa.s.,_.B..,.JJrav ____, personally kIrov,'n to me (++pre#€dq%nnen+&€ dbaA#4'4#k£+qHoq+€+idm%) to be the persons($ whose lranre(x) is/ms subscribed to Lhc within instrumcnt and acknowledged to me that he/#b&%y executed the same in his/her/gMF capacity(+@ and that by his/Im/theR signature(x) on the instrument the person( g) or cntity upon which the pCTSion(s) acted, cxecut_ed the instrument .h, , ' : / v' /: { i.I My Commission expires: ( Notary Public WI'I"NESS IIly hand and offIcial sca1 CommIssIon # 1455391 Notary PubIIc - CaIIfornIa Orange County Y Comm Expires Dec 9. 2007 DOCSOC/ 1 148285 v2/O t 6233 -f)005 ,-; I /\-l l' ot" <- '..\l.,11"01{NIA ( o( IN 1 \ ol' L q)_47@) Cib '+ lb&me o„ . %al_4_s). Ircttll'c Inc,ka##,l@pL-#}\ds+8lkZ. all@‘ (IJri1 it Ni1111c tI! Ntltill'y I'\llilit} Notary l>ublic. pc £~;c}till I I V aplrc;tl'ccI 4#,zZZ /rII + R pcl'soniIIly kIll>wn II) nIC <)1 to be the pcrsc}II A wIlt)sc llulnc£(L is/an subscribed to thc witllill llrsLnl111cnt £lncl £lck110wlccIBcd to nrc that hc/ilrcZLlwy cxeclltecl thc silrnc in tlis/ho!/t]lclrauthorizcd capaclty(iX€;), antI lllat by his/her,[IIlo ir sig11ature(don the instrllnlcllt thc pc1 sc)11(X or the entity upon hclla11't>1:whict1 tllc pers011(X acted, cxccutcJ thc instrun tent It MIDSTOKKE 1 537505 CAtI€ C>RNIA S COUNTy an. 20. 2009 Wl-l'NltFqS Iny hi Incl ilncl offlclil1 >;CIlt SIH11iltllt c OI' Ncltal'\ 01)TIC)NAI llll>llt',Il thc data below is not lcqui£ed by lily\'. It lluy pI'C)vc v,l]rlilblc to pcrslins rclyl£lb'. on tllc cloctllllcllt allcl could }rrcvcl ll fI antI\llt'nl lrilltacll lrteIIt I>F th]s It>1111 i (' A l>,'\(_'l'l'Y ('I, Al M F;I) BY St(;N ICR T)l:S(-'RI p'FiON OF A-1"FAC:111l: I) I)o(-IJlvl tIN -I I rl L .J llllll\ltltt,11 C't ll 1)t)rotc Ot-tlccl FirsT Ha,d,p%X +b 'Y4A_A_{kda4dttfy\ I ItIl:(b))tIC 1) it ICt 11 D&wnq /@oLI [I LI FI It.II Lllcl (b) U [] A ltl>rllcy-Ill-t- acl I'l'IISt cc(s) ( it liII (t 1311/( '( ill-icrvull lr L,llllltccl (. icllr raI 3 Nt111 II>c1 ( )I' I'll! it is tH C )lllr1 (Ii kI__rY}anWv S<IgI ICI IS rL'})I'CSCIIt III!{ Nl1111t' t )1 1lt:1,tIll(b) ( II I'llIIIY(It'S 4@( PS aD_(b_ 1 )utc oi J')trctllIIt:Ills Q+ 'Pg. ton. % .La SIr.III:rCx) (>tIlcr 'l'llall Nai111:tl At)DVI: [ >c )( 'S< )( ’/ 1 1 4R?78\'2/€) 1 62 .\ 3-f)o{iS LX 1 IIB I ’ I- r\ 1, E(;AI, I)ESCR IP'I’ ION o F ’FIIE FEE PARC EId I'Ill C [.AN 1) IS SI-I’UA’l'LD IN 'l'Ill! (:C)LiN'J’Y Ol: I .OS /\N(ll£IJl IS, S’]'A'l' L o[ C,'\LII:ORNI A, AND IS DF:SCI tIRED AS roLI.ows: PARCEL 1: THAT POR'rION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACrION AL SECIION IO, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE crrY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF THE COUNW RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 1 IN THE PARTICIPATION PAYMENT AGREEMENT RECORDED ON AUGUST 10, 2004 AS INSTRUMENT NO. 04-2052076 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LiNE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACnONAL SEcnoN IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF £rEWART AND GRAY ROAD, 80 FE Fr WIDE; DI£rANCE THEREON S 89 DEGREES 52' 14" W 950.60 FE Fr FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE S OOQ13'j6" W, A DISTANCE OF 86.31 FErr TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE SOUTHERLY ALONG SAID LINE, A Di£rANCE OF 163.15 FEEr; THENCE S 77'41'41" E, A DISTANCE OF 25.91 FEn; THENCE S OO'13'16" W. A D]SrANCE OF 189.52 FEEr; THENCE WEn, A DISTANCE OF 269,44 FEFr; THENCE S 73'30'48" W, A Di£rANCE OF 56,48 FEFr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT, OF WHICH THE RADIUS POINT LIES N 04'39'41" W. A RADIAL DlgrANCE OF 363.80 FEFr; THENCE WEyrERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 30'42'24", A DISTANCE OF 194.97 FErr; THENCE N 63'57'17" W, A DISTANCE OF 25.67 FErr; THENCE N 26'04'40" E, A Dl£rANCE OF 66.47 FEn; THENCE N 31o29'35" E. A DlgrANCE OF 150.11 FErr TO A POINT OF CURVE TO THE RIGFrr }IAVING A RADIUS OF 171.75 FE Fr AND A CENTRAL ANGLE OF 15'11'21"; THENCE NORTHEASTERLY ALONG THE ARC A DlrrANCE OF 45.53 FEFr TO THE POiNT OF CURVE OF A NON TANGENT CURVE TO THE LEn, OF WHICH THE RADIUS Poivr LIES N 43'19'03" W, A RADIAL DISTANCE OF 171.75 FEn; THENCE NORTHEASrERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 15o11'21", A DI£rANCE OF 45.53 PErF; THENCE N 31'26'29" E, A DISTANCE OF 149.68 FE rr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT. OF WHICH THE RADIUS POINT LIES S 54'22'06" E, A RADIAL DlrrANCE OF 51.92 FErr; THENCE EASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 78'23'17'’, A DISTANCE OF 71.04 FEFr; THENCE S 68'27'14" E, A DISTANCE OF 164.65 FEFr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LEn, OF WHICH THE RADIUS POINT LIES N 21'32'q5" E, A RADIAL DISTANCE OF 300.00 FEEr; THENCE EASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF IOa28'24", A DISTANCE OF 54.84 FEEI BACK TO THE TRUE POINT OF BEGINNING PARCEL 2 THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACrIONAL SECrION IO, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, IN THE OFFICE [ OF THE COUNTr’ RECORDER OF SAID COUN-A, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 2 IN THF PARTICIPATION PAYMENT AGREEMENT RECORDED ON AUGUST 10, 2004 AS INSTRUMENT NO. 04-2052076 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACnONAL SECrION IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FE Fr WIDE; DigrANCE THEREON S 89 DEGREES 52' 14" W 796,15 FE Fr FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE S OO'13'16'' W, A DISTANCE OF 86.12 FE Fr TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE SOUTHERLY ALONG SAID LINE, A DlgrANCE OF 358.74 FE Fr; THENCE WEST, A Dl£rANCE OF 129.10 FE fF; TFIENCE N OO'13'16" E, A DlrrANCE OF 189.52 FE fr; THENCE N 77'41'41" W, A D]9rANCE OF 25.91 FE FF; THENCE N OO'13'16'’ E, A DISTANCE OF 163.15 PEEr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LErr. OF WHICH THE RADIUS POINT LIES N 11'04'21" E, A RADIAL DISTANCE OF 300.00 FEEr; THENCE EASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 11'12'07", A DISTANCE OF 58.65 FEn; THENCE N 89'52'14" E, A DISTANCE OF 54.71 FEEr; THENCE N 81'45'5q" E, A Dl£rANCE OF 41.87 FErr BACK TO THE TRUE POINT OF BEGINNING PARCEL 3: THAT PORTION OF LOT 2 IN THE NORTHWE£r QUARTER OF FRAC[IONAL SECIION IO, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE couNTr RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 3 IN THE PARTICIPATION PAYMENT AGREEMENT RECORDED ON AUGUST 10, 2004 AS INSTRUMENT NO. 04-2052076 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY UNE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACnONAL SECrION 10, SAID LINE ALSO BEING THE NORTHERLY LINE OF grEWART AND GRAY ROAD, 80 FErr WIDE; DISrANCE THEREON S 89 DEGREES 52' 14" W 646.51 FErr FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE S OO'13'16" W, A DISTANCE OF 80.02 FEEr TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE SOUTHERLY ALONG SAID LINE, A Dl£rANCE OF 365.17 FE fr; THENCE WEST, A Di£rANCE OF 149.64 PErF; THENCE N OO'13'16" E, A DISTANCE OF 358,74 FEn; THENCE N 81'45'54" E, A DISTANCE OF 43.24 FErr; THENCE N 89'52'14" E, A DISTANCE OF 106.88 FEEI BACK TO THE TRUE POINT OF BEGINNING. PARCEL 5: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACrIONAL SECrION IO, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE CID’ OF DOWNEY, couNTr OF LOS ANGELES, STATE OF CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNTr’ RECORDER OF SAID couNTr, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 5 IN THE CERTIFICATE OF COMPLIANCE RECORDED ON MARCH 3, 2005 AS INSTRUMENT NO. 05-484960 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWE£r QUARTER OF FRACnONAI. SECTION 10, SAID LINE ALSO BEING THE NORTHERLY LINE OF £rEWART AND GRAY ROAD, 80 FE Fr WIDE; D15rANCE THEREON $ 89 DEGREES 52’ 14" W 1267.82 FE Fr FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE S 31'29'35" W. A DISTANCE OF 887.89 FErr; THENCE S 58'14'23" E, A DISTANCE OF 47.51 FErr TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE SOUTHEASTERLY ALONG SAID LINE. A DISTANCE OF 18.16 FEn TO A POINT OF CURVE TO THE LEFr HAVING A RADIUS OF 37.50 FEn AND A CENTRAL ANGLE OF 38'54'55"; THENCE EA9rERLY ALONG THE ARC A DIgrANCE OF 25.47 FEfr; THENCE N 82'50'42" E, A DISTANCE OF 88.36 FEn; THENCE S 07'OO'35" E, A DISTANCE OF 188.44 FErr; THENCE S 82'59'25" W, A DISTANCE OF 10.00 FEn; THENCE S 07'OO'35" E, A DISTANCE OF 107.84 FE Fr; THENCE S 80'S6'18" W, A DigrANCE OF 71.97 FEn; THENCE N 07'Ol’OO" W, A DISTANCE OF 14.00 FE Ff; THENCE S 82'58'59" W, A DISTANCE OF 63.90 FEFr TO A POINT OF CURVE TO THE RIGHT HAVING A RADIUS OF 100,00 FE Fr AND A CENTRAL ANGLE OF 07'OI'O!"; THENCE WE£rERLY ALONG THE ARC A DISTANCE OF 12.25 FEfr; THENCE WEST, A DISTANCE OF 155 , 16 FEET; THENCE N 58Q25'34n W! A DISTANCE OF 37p 53 FErr; THENCE N 37'35'33" E, A DISTANCE OF 89.31 FE FF; THENCE N 32'40'09" E, A DI£rANCE OF 105.84 FErr; THENCE N 31'ql'37" [, A DISTANCE OF 88.47 FEE-r; THENCE N 25Qj2'26" E, A DISTANCE OF 55.68 FEET BACK TO THE TRUE POINT OF BEGINNING. PARCEL 6: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACrIONAL SECrION IO, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY. COUNTY OF LOS ANGELES, STATE OF CALIFORNIA. RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNW, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 6 IN THE CERTIFICATE OF COMPLIANCE RECORDED ON MARCH 3, 2005 AS INSTRUMENT 'NO. 05-484960 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWESr QUARTER OF FRACnONAL SECrJON IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FErr WIDE; DISTANCE THEREON S 89 DEGREES 52’ 14" W 1267.82 FErr FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE S 31'29’35" W, A DISTANCE OF 458.63 FEn; THENCE S 63Q57'j7" E, A DISTANCE OF 49.50 PEIF TO THE TRUE POINT OF BEGiNNING; THENCE CONTINUE SOUTHEAgrERLY ALONG SAID LINE, A DISTANCE OF 25.67 FErr TO A POINT OF CURVE TO THE LEFr HAVING A RADIUS OF 363.80 FE Fr AND A CENTRAL ANGLE OF 04'48'55"; THENCE SOLrrHEASTERLY ALONG THE ARC A DISTANCE OF 30.57 FE fr; THENCE SOUTH, A Dl£rANCE OF 330,60 FErr; THENCE N 82a50'42" E. A DISTANCE OF 7.62 FErr; THENCE S 07'OO'35" E, A DISTANCE OF 268.14 FEfr; THENCE S 86'11'04'’ W. A DISTANCE OF 15.91 FE FF; THENCE S 69'23'25" W. A DISTANCE OF 119.27 FEn; THENCE S 80'56'18" W, A DISTANCE OF 38.88 FEfr; THENCE N 07'OO'35" W, A DISTANCE OF 107.84 FEfr; THENCE N 82'59'25" E, A DISTANCE OF 10.00 FErr; THENCE N 07'OO'35'' W, A DISTANCE OF 188.44 FErr; THENCE S 82'50'42" W, A DISTANCE OF 88.36 FEET TO A POINT OF CURVE TO THE RIGHT HAVING A RADIUS OF 37.50 FEn AND A CENTRAL ANGLE OF 38'54'55"; THENCE WEgrERLY ALONG THE ARC A DISTANCE OF 25,47 FEFr; THENCE N 58'14'23" W, A DISTANCE OF 18,16 FEFr; THENCE N 25'12’26" E, A DISTANCE OF 56.96 FE Fr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT, OF WHICH THE RADIUS POINT LIES S 67'06'23" E, A RADIAL DISTANCE OF 114,03 FEn; THENCE NORTHEASTERLY ALONG THE ARC. THROUGH A CENTRAL ANGLE OF 22'19'22", A DISTANCE OF 44.43 FEn TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LEFr, OF WHICH THE RADIUS POINT LIES N 48'53'30" W, A RADIAL DISTANCE OF 837.22 FEn; THENCE NORTHEASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 07'42'2S'’. A DISTANCE OF 112.62 FEn; THENCE N 31aql'36" E, A Dl£rANCE OF 129.66 FE Fr; THENCE N 31'29'35" E, A DISTANCE OF 31.44 FE FF; THENCE N 26'04’40" E, A DiSrANCE OF 60.69 FE Fr BACK TO THE [ TRUE POINT OF BEGINNING PARCEL 7: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRAn IaNAL SECIION IO, TOWNSHIP 3 SOUTH. RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE crrY OF DOWNEY, couNrr’ OF LOS ANGELES, STATE OF CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNTY’ RECORDER OF SAID COUNTf’, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 7 IN THE CERTIFICATE OF COMPLIANCE RECORDED ON MARCH 3, 2005 AS INSTRUMENT NO. 05-484960 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY UNE OF SAID LOT 2 IN THE NORTHWE£r QUARTER OF FRACrIONAL SECIION IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF £rEWART AND GRAY ROAD, 80 FErr WIDE, DISTANT THEREON SOUTH 89'52’14" WE£r 646.51 FEET FROM THE NORTHEA£r CORNER THEREOF; THENCE ON A LINE BfrWEEN SAID POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE SOUTHEAgr QUARTER OF THE NORTHEAST QUARTER OF THE soLrrHWEST QUARTER OF SAID FRACriONAL SEcrION lo, SOUTH OO' 13’ 16" WEST 445.18 FEfr; THENCE WEn 548.19 FEn; THENCE SOUTH 73' 30' 48" WErE 56,48 FE Fr TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 363.80 FE rr, A RADIAL LINE OF SAID CURVE THROUGH SAID POINT BEARS NORTH 04' 39' qI" WEST; THENCE WE£rERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF IO' 32' IO". A DlgrANCE OF 66.90 FEfr TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 15' 21' 19", A DISTANCE OF 97.50 FEn; THENCE SOUTH 330.60 FErr; THENCE NORTH 82' 50' 42'’ EAST 7,62 FErr; THENCE sou-rH 07' OO' 35" EAST 268.15 FEET; THENCE NORTH 86' ]1' 04" EAIP 108.84 F Err; THENCE NORTH 07' 00'35" WEST 274,49 FErr; THENCE SOUTH 82' 50' 42" WEST 21.05 FEfr; THENCE NORTH 295.96 FEEr TO THE TRUE POINT OF BEGINNING. \ PARCEL 8: THAT PORTION OF LOT 2 IN THE NORTHWEgr QUARTER OF FRACriONAL SEcrioN lo, T-OWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY. COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, RECORDED IN THE OFFICE OF THE couNTr RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 8 IN THE CERTIFICATE OF COMPLIANCE RECORDED ON MARCH 3, 2005 AS INSTRUMENT NO. 05-484960 OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACriONAL SEerION 10, SAID LINE ALSO BEING THE NORTHERLY LINE OF yrEWART AND GRAY ROAD, 80 FEfr WIDE, DISTANT THEREON SOUTH 89' 52' 14" WE£r 646,51 FEET FROM THE NORTHEA£r CORNER THEREOF; THENCE ON A LINE BFrWEEN SAID POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE SOUTHEArr QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID FRACIIONAL SECIION IO, SOUTH 00a 13' 16" WEST 445.19 FEEr; THENCE WErE 406.14 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING WEST 142.05 FErr; THENCE SOUTH 73' 30' 48" WE£r 56.48 FE fr TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 363.80 FEn, A RADIAL LINE OF SAID CURVE THROUGH SAID POINT BEARS NORTH 04' 39' 41" WEST; THENCE WE£rERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF IO' 32' 10" A Di£rANCE OF 66.90 FE Fr; THENCE SOUTH 295.96 FE fr; THENCE NORTH 82' 50' 42" EAST 21.05 FE fF; THENCE SOUTH 07' OO’ 35'’ EAST 274.49 FEn; THENCE NORTH 86' ll' D4" EAST 48.79 FErr; THENCE NORTH 89' 50' 58" EA£r 51.71 FEEr; THENCE NORTH 80' 56' 18" EAST 64.34 FErr; THENCE NORTH 89' 48' II" EAT 114.46 FEn; THENCE NORl-H 151.36 FEET; THENCE SOUTH 89' 57' 3]" WEST 46.04 FEET; THENCE NORTH 07Q OO' 35'' WEST 1.93.57 FFFr; THENCE NORTH 223.76 FEFr TO THE TRUE POINT OF BEGINNING. PARCEL 9: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACTIONAL SEcrJON IO, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE cru OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 9 IN THE RFrAIL CEFrER PARCEL occuPAwr RELEASE AGREEMENT, RECORDED ON AUGUST 10, 2004 AS INSTRUMENT NO. 04-2052077 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACrIONAL SECrION IO, SAID UNE ALSO BEING THE NORTHERLY LINE OF £rEWART AND GRAY ROAD, 80 FEFr WIDE, DISTANT THEREON SOUTH 89' 52' 14" WEST 646.51 FErr FROM THE NORTHEArr CORNER THEREOF; THENCE ON A LINE BfrWEEN SAID POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE SOUTHEAgr QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID FRACrIONAL SECIION IO, SOUTH 00Q 13’ 16" WEST 445.18 FE Fr TO THE POINT OF BEGINNING; THENCE WE£r 406.14 FEET; THENCE SOUTH 223,76 FE Fr; THENCE SOUTH 07' OO' 35" EAST 193.57 FEEr; THENCE NORTH 89' 57' 31" EA£r 46.04 FErr; THENCE SOUTH 151.36 FErr; THENCE NORTH 89' 48' 11" EAST 334.29 FE Fr TO SAID LINE BrrWEEN THE POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE SOLrrHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID FRACnONAL SECHON IO; THENCE NORTH OO' 13' 16" WE£r, ALONG SAID DESCRIBED LINE, A DISTANCE OF 566.06 FErr TO THE TRUE POINT OF BEGINNING. EXHIBIT B LEGAL DESCRIPTION FO THE GROUND LEASE PARCEL 1 HE LAND IS SITUATED IN THE couNTr OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 4: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF rRAcrlON AL SEcrioN lo, TOWNSHIP 3 SOUTH, RANGE 12 WEn, IN THE RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 4 IN THE MEMORANDUM OF GROUND LEASE RECORDED ON AUGUST 10, 2004 AS INSTRUMENT NO. 04-2052075 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWE9r QUARTER OF FRACIIONAL SECrION IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF rrEWART AND GRAY ROAD, 80 FE Fr WIDE; DISTANCE THEREON S 89 DEGREES 52’ 14" W 646.51 FE Fr FROM THE NORTHEArr CORNER OF SAID LOT 2; THENCE S OO'13'16" W, A DISTANCE OF 80.02 FE Fr TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE SOUTHERLY ALONG SAID LINE, A Di9rANCE OF 1,020.58 FEn; THENCE N 89'52'23" E, A DISTANCE OF 605.82 FEn; THENCE N 11'12'49" E, A DISTANCE OF 27.51 FE Fr TO A POINT OF CURVE TO THE LEFr HAVING A RADIUS OF 152.00 FE Fr AND A CENTRAL ANGLE OF 11'20’26"; THENCE NORTHERLY ALONG THE ARC A Dl£rANCE OF 30.09 FEEr; THENCE N OOQ06'49" W. A DISTANCE OF 262,35 FE Fr; THENCE N 09'53'54" W, A DISTANCE OF 70.92 FEFr; THENCE N OO'08'49" W, A Dl£rANCE OF 73.77 FEFr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT. OF WHICH THE RADIUS POINT LIES N 89'52'22" E, A RADIAL DISTANCE OF 151.00 FEFr; THENCE NORTHERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF ljDj9'04", A DI£rANCE OF 29.83 FE FF; THENCE N 11'11'25" E, A DISTANCE OF 29.94 FEEr TO A POINT OF CURVE TO THE LEFr HAVING A RADIUS OF 164.00 FErr AND A CENTRAL ANGLE OF 11'19'02"; THENCE NORTHERLY ALONG THE ARC A DISTANCE OF 32.39 FEn; THENCE N OOQ08'10" E, A DISTANCE OF 418.83 FErr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE kErr, OF WHICH THE RADiUS POINT LIES S 84'57’35" W, A RADIAL DISTANCE OF 50.00 FE Fr; THENCE NORTHWESTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 85o05'21'’, A DISTANCE OF 74.25 FE Fr; THENCE S 89'52'14" W, A DISTANCE OF 79.07 FEn; THENCE N 88'15'50'’ W, A DISTANCE OF 61,44 FEfr; THENCE S 89'52'lq'' W, A DISTANCE OF 419.63 FE[[ BACK TO THE TRUE POINT OF BEGINNING I I -.) goO(}-££Z9 1 o/ZA8£Z8V 1 1 /DC)sac)(I UBld OI!$ i) J.[81HXU •B+- +•' q M O + b iB b 8 \ .I qr I I IIq: P q : q I : • r/ hUI 1 +\-\\q: • \\-\q + f :\\A.b . /. \+ - W SIDEYARD NON 8UILOABLE AREA (WP.) -)'I >& r/(i D.Vb. )';i)''.;I -<: ’ ./ CQ' LEGEND 1 1 txaw€ytA&m;4C/rYan#a I I CyJSIU Ia SU yA+O H€QUb€W~1 [-"'I OfHWY LANDWG + nG ,I cv/srt6as&x raId)+UOuwtW#1 60' SIDE YARD CiTY EXHIBIT RECORDED BY Fll<S'F AMERICAN TITLE COMPANY LOS ANGELES WHEN RECORDED MAIL TO Stradling Yocca Carlson & Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, CA 92660 Attelrtion: Bruce C. Stuart, Esq. TPTC7TR=m$HBRFSEmH F CMIMq )LB'S USt SECOND AMENDMENT TO OPERATION AND EASEMENT AGREEMENT 171287-21 RF,('o RD IN(; REQLiEs’I'ED liv .\ \ D \v liEN RE(-ORDl{D MAll I 'l'o: S I'R AI)] ,IN( ; y( )(I'' A ( ' ARI'S( )N & RA II’I I I 06C) NewI)c)rt ('cnter F)1-ive. Suite 1 60C) Ncwp c)rt Bcacl1, ('illiR)rnia 9266(} Attclltil)n: Bruce ('. Stuat'l, JIsq f:;pure Above for Rcc€1rderls Use) SECONI) ANtEN DM EN 11 TO OPERATION AND EASE MF, N 'I- AG RE, EMI: N 'I 1 I'l ils SE(x)ND AMrNF)Mr;.N'l' II) (')I'l-:R ATiON ANI) I':AST:Mt-',N'1' Ac;REt.':MF£N'l’ (thIS ’'Amendment") 15 nlaclc ancI cntcl'ccI into as of /II -\ q .. 2€i06, by IInd bctwccn F)OWNI':Y T ./\Nr)iNc;, I.f ,( I, a ('alllt)r11ia llrnltcd ll;lhility colnpany ("Dcvclo})cr") aIIa 'l'Ill'. ('ll v 01; L)OWNt'iV, iI C'alifi)rnid nltlnicipal ctllpcil-iILini I ("('ity"). I,)ewell)pcr IInd the ('ILy al-c cool I scparrltcly rcl'cl’lvd tc) llcrcin as a "Pal'ty" anti al-c coltcctlvcly rel-cITed it) hcrcill ils the "I)artics. RE ( TlrFAIJS A. I)cvclc>pcr is the t>w11cl- of that certaIn real property located in tIle (’Ity nt- F)c)WIley, ( 'oLlnty ot- 1 ,tIS Angclcs. Slate ot' C'a]illrrnta, descrll)cd n11 Exhibit A attachcd hereto (the "Developer I'ract") li -FIre ('Ity is tIle c)\\’llcr ol- IIIilt ccltilill rcrll property ]l)catctl in the C'ity of Downey. C'l)tlnty nf 1.os Angclcs, SUIte tIl- C’ali It>nIi iI. dcscrihcd tIn Exhibit B atlilchccl llcrct(i (tIle "City I'ract''}. f)cvciopcl' is the grt)UIld lcssec t)I' thc ('lty 'l'rilct pIll'suanl tty tllut ccllilin grt)rlncl lczlsc with tI-IC ( ’ity dated Augllst 1 0. 2004 (', Dcvctolrcl- iIild the ('ity cntcl-ctI illl I> that ccrtilill (,)pcration antI l=ascnrcnt Agreement LiZ ILcc 1 August 10, 20(>4, iIIId rcct)l-tlett t)n August 1a. 2<>04, as lnstrtllncl it Nt). 04,2052074 in the t)1-[lcial Rcct>rds of 1_os Altgclcs (_'ounty, ('ali l’(>nria. as amended by that ccrtaill l"irst Amendment to <)pcralit)n antI Eascnrcnt Agreement clzrtcd Allu,ust 25, 2005, and recorded on Scptenrbct- 16. 2005, as Instrulncnt No. t)5-2247717 in the {)ftlclal Records t>f 1.os Angeles (:<>llnty, ('alil’ol'nia (the " Agreement") 1), ( Jn less othcrwisc dch11cd tIcl-ein, all capitalized tcnrls uscc1 in this Amendlncnt shall llilvc thc s;lnlc lllcanlnp, as provltlcd in thc Agrccl11clrl Ii. 'l"lrc l’al'tics desilrc to nrodify tIle l>cn111ssiblc Building Area and the location of Btlitc linus to t llc ill-cils allcl it)cati c)ns as slltrwll on thc SIte bIan for tllc SIlopIring (’enter attached as Exhibit X to this Anlcndnrcnt I here in I-he t’illllcs clcsll'c to anrc11 c1 thc Agrcclue11t c>11 tIle to-nls untl c<)llditions sct lbntr [ )o( :SOC:/ 1 1 4765 f>v2/<) 1 6233 -1)<>t)5 No\v. 'I’Ill{RI'I'c)RtC, ll)I' good and valu£tb]c conslcleraliotr, the receipt and adequacy tIf which tllc parties acknc)wlcclge, and the recItals set forth above, which tile Parties agree are tr tlc, the Parties hCI’clry supplcnrcnt and illncnd the Agreement as tt)llows AG REEM F,N’1 I. I'hc cuITcnt Exhibit X to the Agl'ccmcnl is dclctcd in its entirety, and the Exhibit X attached to this Amcndnlcnt is substituted in its place. 2. In all othcl' respects, the terms and conditions of thc Agreement shall remain in full force and cFl-ect 3. ’1'his Amcndnlcnl may be cxccutcd in counterparts. each of which when taken together shall constltutc one lnstrunrellt. IN Wr'l'Nl-ISS WlIFRl10t'. the Parties tlavc executed this Anlclrdmcnt as of thc datc flrst written above . Db: vr,i.OP£R: (:l'l-v : DOWNEY I .ANDING, LL( '. TtI E CITY OI; I)OWNEY, a California lilnitcd liability company a (-alil-ornia nrunicipaI corporation fM T\-_ _-__ By: Name: -I'honras Fl, I)urccll Name: ’Fit Ic : (-'hairnr an ’l'itlc APPRovt:n AS 'l'o FokM : By: [ Nalnc £uBla# B \, T-it]c: Prcsidcht Narnc: ('llarlcs S. Vosc Title: C'ity Attorney I f )O('SO(’/ 1 1 476S6v 2/{) 1 f;233-CH>05 No\\'. -II £1',REF( >RE, It>r Hoc>d alla ViI lllal>Ic cullslcic!-atl011, tIle I-cecIl)I allcl atle({uilcy t] I wtllch tElc parLics ackn(lwlcdbIC. allcl tllc rccitals sct it)rtl! above, whicll lhc 1lallies agree are true, tIle Parties llcl'cby supplclrrenl ;lllcl anlcnd tIle AgrccIncllt as l-t>llows AG liE EMErY'i I. ']'Ire curt’cIlt Exhibit X to the Agrcclncnt is dclctctl in its cntlrcty, and the Exlribit X atlacl lcd t(> thls; Amendment is suhstitutetl in its placc 2. In all other respects, thc tcrnls antI cortdiTions ol-tllc Agrccnrcnt shall remain in Full force illrcl cl-fcc [ 3. '1' Ills Anlcndlncl it may bc cxccuLccl in countclp£lrLS. each of wlrlct1 wlrcll taken tt>gcthcr shall constltLltc onc lnstrunlclrt. IN WI'I NESS WIll':kF,:(>1', Lhc Pal-tics have cxccutcd thIS Anrcndl11cnt as ol' thc dIllC first written abc> vc Dr. v ut ,<)pl' IR : (:l'l'\’ : I )C)WNEY I .ANDIN( I, I.I ,(-, -I’III' ('I'I'Y f)I’ f )C)WNI"',\’ . It L'a]i Flrrnia IImited IIability company a C'alif'ornia municipal colporatlirn R v N£1111c: 'I'llonlas ll. Purcc]1 I'ltlc: (-'hainnan 13y Nalnc: L)ou}{las B.(;rily 1-IIjy . I’rcs;Ident Name: Gerald M. Caton -l'itlc:__. CitI. mageE Al'I'RDVI' II> As To FoRM: \ Name: ('llarlcs S. Vos;c I'itJc: ('ity AttoITlcy 1 )(-)('S( )( '/ 1 1 4765 (>v2/1 } 1 (123 ') -nr)05 S'l-A 1 [ Oj' ( ',\l.}l"ORNI /\ ('o( IN 1 \ OI' Io) &W& (j ;+ , : t- Au,' a% OiI Jon&hcI-orc nlc.eav /. AiJ6+z?Ah, N„,.,y I,„I,Ii"}a#LI (lll'tttt N;Ill'lt' of' Ntlr ill v l>1.ltrllt' } jlc 1-s<)11:It t y alrpcarcci &C..aZ& IT,.L'a+P LI personally kr30w-II to nrc -1)r - u vcd JO me on the JEuAH'-!'patiofactory+yjdcncc_kI bc Lhc pcl's011(X \vh<>sc llamc£X; is/a srlbscribcct to the wiLhin instl-tlnrent a11cl £lcl.inowlcdgcd tc) nIC that he/3+K#My executed the same r \ in his{+lel'/Qlldr authol'izcct capacity(iX), alld tllat by his/her/thck sigllatllrcAon tllc instnlr11cnt thc i’''"';III hchalf',ll'whlcll tl„ p,ISO,W,acted, ,xcc,Il,J th, il,st,'ur,lcn1i–Hmv;mb BRlnmMHHRI®NOH;T&£:?8Jg:=?RNIA g WI’l'Nl;.SS IIly h;Incl an(i ol'nciat sca1 tOS ANGELES COUNrY L TPf="::'JL:: :';’::.I ;O I nHMV I SI!:llitllll'c ( II Ntlt:lry /bad&b OPTIONAI. I'llc)\IBt1 FIll: tlala below is nt)t rccj\lircd by lau’. It rltay ptc)vc valtlat)Ic to pCI-S<>IIS l-clylllg OII tIle tll>curllcnt and ct)ultt prcvcnt Fr;lllt{lllc'III I eIIt tnclllltcllt o [ tllis l-c'>rIn t ,\lIA(_:jFj'Y' ( 11 JAIME I> BY SIC ; NE it [ ] I lltllVICILla I I ) I 'l>1-j'\(Irlllc otl'lccl DES( 'l{lp'l'l C'>N C) It' A’l"l’A(- IIE I) I)o( : IJ ,\IEN’1 MaxI +b (bad&tt,x y I'ltlt: ( JI 1 y+IC C)1- 1)tlct11t)cllt EBayudC z Tg-ieiNa hh I'lllt'(s) i'} r. I [] [-1 R l’;lltIII'l-( S) [] [J .\ tIlII-llc y- In- Fact I'r-1 IS;rc rCs) : ;::'l','.':l'""( "”?}} ; 1 , 1 rl Ii.ted (-;ellc'i- iII 3 it ll iII)I'l' t ll' Itil iii S;l}jtlc'l' l\ I t.'}rl'Csclrtlllg: NiIIII I' t iI t’l'r 'i!\II( q ) ( )r t'.1ltlry(ICS)fW: g?_, aDo& I >all! ( )1- L>t.tclllllcrtls C, J &f@w dq__&y gIjIIll:I-fS > t )th,’r ']l12111 Nal l\, Ill-Xtltl\;iI I )o(-S( )( '' I I 'ITf) 56\' 1/(> 1 62.3 \-ot)tiS S' I \ I ! ' ( ) I ' ( '/\ t. It;O I? NIA ( 'o[ bj I \' Ol" ORAN£E ( )II /\jII it ? 7 , 2006 , llc ft)rc tIle,StIsan .J . Pier ( 1’; iiItii',111' i'lli' N\llilt y littltlic ') , Ntllary I>rIb]icl pCI-St >II,IIly ;Ipr)care(I I'tlom.a_s H.P\!rce 11._ Bad F)aLIIE_gs B.'. ..(;ray 81 11 personally known to inc 1) 1 proved to Inc on the basis t)f salist'dctol'y cvidcncc tn 1)c tIle pcI-son(s) wllosc lranrc(5) k/are subscribed to the within instr\lmcnt and ilckrlowlcdged tc> mc tllat Ite##w/they cxectltcd thc same ill hin,rhcl-/thcil- autlrorlzcd capacIty(ics). and that by hin,lhcr/Lhcir signaturc(5) on tIle instrtllnent the pclso11(5), or tIle entity Llpctn bella]l'ol'wlriclr thc pers( in(s) acted, executed tIle instl'llnrcnt F:173:PRi:iiI + 14bb391 NacxYPtble.cablria OlwQ•Candy MyComm. Ex;BH Doc 9, 2007 W I'l'NI' CSS rTlv llanct ;Intl of11cial scill J L: W P Sl:Ill Jltllt' 01 NItt, tI y OP’FIONA 1 , l-tr,jll!1II Ill,' llztllt bclo\$' ib llot rcqIIjl'cd by law. 11 rn;ly pI-tIVO villllablc to persons relying i)n tIle doctlnlcnt und could prevent ll;llILltll,'Ill tc,lt[ncl\lttcllt Ill- this fclrIn ( ' ,\ PA ( ' I ' I ' Y C 1, Al Nl El) BY SI ( iN E R bES( ' IiI 1'1-10N 01.' A'l"l' A('FIEI) DO('lrM F.N'r li tI llltll\; it III,II I 't+l'lrt)rillc Of11ccl I'\tIc(\) Second Alnendrnen [ [i) 0EA I'itlc C )1 l-)1)c t It' I)t+c\ll)lcrlt 11 11 F-I 1- 1 IE l’;\llllc:1 (s) D [] \ IIIIrIley-' TII -liner I'ruslc.c(b ) t i\Idl(1]all/('onscrvilr(>r I >tIlt’I 1.llnitctl ( icnet a ] Ntl11jtlcl OI' I)ages SI:'.nt'l I.'; rc[>rcsclrlllrg N.ISIII: t it I't'I StIII(\ ) ( )I IIIItIIy(ICS) 1 );It.c (>1 1 >llclll llc:1;IS „.'I it.' y r.;}lrcJ -Ill}{ , I,I,C: .-;i8rlcr(g) C)Illcr -E-llilll Nnlnctt Ahtlvc )C )( 'S;t J( I1 .+7f)5(lv2//C) 1 6233-( it)t)S EX llIBl'l' A I/ EG AL DESCRIPTION OF DEV El JO PER 'FR AC’1 Real property in the City of Downey, County of Los Angeles, State of California, described as follows : PARCEL 1: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACrIONAL SECIION IO, TOWNSHIP 3 soLrrH, RANGE 12 WEST. IN THE RANCHO SANTA GERTRUDES, IN THE ciPr OF DOWNEY. AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF THE COUNW RECORDER OF SAID COUNFI’, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 1 IN THE PARTICIPATION PAYMENT AGREEMENT RECORDED ON AUGUST 10, 2004 AS INSTRUMENT NO. 04-2052076 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACIIONAL SEerlON 10, SAID LINE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WIDE; DISTANCE THEREON S 89 DEGREES 52' 14" W 950.60 FErr FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE S OO'13'16" W, A DISTANCE OF 86.31 FEEr TO THE TRUE POINT OF BEGINNING; THENCE coFriNUE SOUTHERLY ALONG SAID LINE, A DISTANCE OF 163.15 FEEr; THENCE S 77'41'41" E. A DISTANCE OF 25.91 FEn; THENCE S OO'13'16'' W, A DISTANCE OF 189.52 FEFr; THENCE WEST, A DISTANCE OF 269.44 PErF; THENCE S 73'30'48" W, A DiSrANCE OF 56.48 FE Fr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT. OF WHICH THE RADIUS POINT LIES N 04'39'41" W, A RADIAL DISTANCE OF 363.80 FEfr; THENCE WESTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 30o42'24", A DISTANCE OF 194.97 FEFr; THENCE N 63'57'17" W, A DISTANCE OF 25.67 FE Fr; THENCE N 26'04’40" E, A DISTANCE OF 66.47 FE FF; THENCE N 31'29'35" E, A DISTANCE OF 150.11 FErr TO A POINT OF CURVE TO THE RIGHT HAVING A RADIUS OF 171.75 FE Fr AND A CENTRAL ANGLE OF 15'11’21"; THENCE NORTHEASTERLY ALONG THE ARC A DISTANCE OF 45,53 FEn TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LEn, OF WHICH THE RADIUS POINT LIES N 43'19'03" W, A RADIAL DISTANCE OF 171.75 FEn; THENCE NORTHEAgrERLY ALONG THE ARC, THROUGH A CEMrRAL ANGLE OF 15'11'21", A DI£rANCE OF 45.53 FEET; THENCE N 31'26'29" E, A DISTANCE OF 149.68 FEn TO THE POINI OF CURVE OF A NON TANGENT CURVE TO THE RIGHT. OF WHICH THE RADIUS POiNT LIES S 54'22'06'' E, A RADIAL Di£rANCE OF 51.92 FEFr; THENCE EASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 78'23'17". A DISTANCE OF 71.04 FEFr; THENCE S 68'27'14" E, A DISTANCE OF 164.65 FErr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LEFr, OF WHICH THE RADIUS POINT LIES N 21'32'45" E, A RADIAL DISTANCE OF 300.00 FE Fr; THENCE EASTERLY ALONG THE ARC. THROUGH A CENTRAL ANGLE OF IO'28'24", A DISTANCE OF 54.84 FEET BACK TO THE TRUE POINT OF BEGINNING. PARCEL 2 : THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACrIONAL SECIION IO, TOWNSHIP 3 SOUTH. RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE couNTr RECORDER OF SAID COUNT!', SAID PORTION IS ALSO SHOWN AND \ DESCRIBED AS PARCEL 2 IN THE PARTICIPATION PAYMENT AGREEMENT RECORDED ON AUGUST 10, 2004 AS iNgrRUMENT NO. 04.2052076 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEST QUARTER OF FRACrIONAL SECrION IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF £rEWART AND GRAY ROAD, 80 FErr WIDE; Di5rANCE THEREON S 89 DEGREES 52' 14" W 796.15 FE Fr FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE S OO'13'16'’ W. A DISTANCE OF 86.12 FE Fr TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE SOLrrHERLY ALONG SAID LINE, A DISTANCE OF 358.74 FEEr; THENCE WEST, A Dl£rANCE OF 129.10 FEn; THENCE N OOo13'16" E, A DTgrANCE OF 189.52 FErr; THENCE N 77Q4j’41'’ W, A DISTANCE OF 25.91 FEn; THENCE N OO'13'16'' E. A DISTANCE OF 163.15 FE Fr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LEn, OF WHICH THE RADIUS POINT LiES N ll'04'21" E, A RADIAL DISTANCE OF 300.00 FE FF; THENCE EASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 11'12'07". A DISTANCE OF 58.65 FE Fr; THENCE N 89'52'14'’ E, A Dl£rANCE OF 54.71 FEfr; THENCE N 81'45'54" E, A DISTANCE OF 41.87 FEFr BACK TO THE TRUE POINT OF BEGINNING, PARCEL 3: \ THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACIIONAL SECrION IO, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE couNTr RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 3 IN THE PARTICIPATION PAYMENT AGREEMENT RECORDED ON AUGUST 10, 2004 AS INSTRUMENT NO. 04-2052076 OF OFFICIAL RECORDS AND DESCRIBED M FOLLOWS : BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEyr QUARTER OF FRACFraN AL SEerlON 10, SAID LINE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FErr WIDE; DISTANCE THEREON S 89 DEGREES 52’ 14" W 646.51 FE Fr FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE S OO'13'16" W, A DISTANCE OF 80.02 FErr TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE SOUTHERLY ALONG SAID LINE. A DISTANCE OF 365.17 FE fF; THENCE WEST. A Di5rANCE OF 149.64 FErr; THENCE N OOo13'16" E, A DISTANCE OF 358.74 FErr; THENCE N 81o45'54" E, A DISTANCE OF 43.24 FEn; THENCE N 89'52’14" E. A DISTANCE OF 106.88 PEEr BACK TO THE TRUE POINT OF BEGINNING. PARCEL 5: THAT PORTION OF LOT 2 IN THE NORTHWE£r QUARTER OF FRACriONAL SEcrioN lo, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE ciPr OF DOWNEY, couNTr OF LOS ANGELES, STATE OF CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNW RECORDER OF SAID couNrr, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 5 IN THE CERTIFICATE OF COMPLIANCE RECORDED ON MARCH 3, 2005 AS INSTRUMENT NO. 05-484960 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWE£r QUARTER OF FRACnONAL SEerioN 10, SAID LINE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FE Fr WIDE; DISTANCE THEREON S 89 DEGREES 52’ 14" W 1267.82 FErr FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE S 31'29'35" W, A DISTANCE OF 887.89 FEn; THENCE S 58'14'23'’ E, A DISTANCE OF 47,51 FEn TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE SOUTHEASTERLY ALONG SAID LINE, A DISTANCE OF 18.16 FErr TO A POINT OF CURVE TO THE LEFr HAVING A RADIUS OF 37,50 FE Fr AND A CENTRAL ANGLE OF 38a54'55"; THENCE EAgrERLY ALONG THE ARC A DlgrANCE OF 25.47 FEfr; THENCE N 82'50'42" E, A DISTANCE OF 88.36 FEEr; THENCE S 07'OO'35" E, A DISTANCE OF 188.44 FErr; THENCE S 82'59'25'’ W. A DISTANCE OF 10.00 FEFr; THENCE S 07'OO'35" E, A DISTANCE OF 107.84 FErr; THENCE S 80'56'18" W. A Di£rANCE OF 71.97 FErr; THENCE N 07QOI'OO" W, A DISTANCE OF 14.00 FErr; THENCE S 82'58'59" W, A DISTANCE OF 63.90 FErr TO A POINT OF CURVE TO THE RIGHT HAVING A RADIUS OF 100.00 FEFr AND A CENTRAL ANGLE OF 07'OI'Ol"; THENCE WErrERLY ALONG THE ARC A DISTANCE OF 12.25 FEn; THENCE WEST, A DISTANCE OF 155.16 FE FF; THENCE N 58'25'34" W. A DigrANCE QF 37.53 FErr; THENCE N 37'35'33" E, A Dl£rANCE OF 89.31 FEEr; THENCE N 32'40'09" E, A DlgrANCE OF 105.84 FE FF; THENCE N 31'41'37" E, A DISTANCE OF 88.47 FE fr; THENCE N 25'12'26" E, A DISTANCE OF 55.68 FEfr BACK TO THE TRUE POINT OF BEGINNING. PARCEL 6: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACrIONAL SECrION IO, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY, couNTr OF LOS ANGELES, grATE OF CALIFORNIA. RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID couNTr, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 6 IN THE CERTIFICATE OF COMPLIANCE RECORDED ON MARCH 3, 2005 AS INSTRUMENT NO. 05-484960 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWErr QUARTER OF FRACIIONAL SErmON 10, SAID ONE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEET WIDE; DISTANCE THEREON S 89 DEGREES 52’ 14" W 1267,82 FEn FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE S 31'29'35" W, A DISTANCE OF 458.63 FEn; THENCE S 63'57'17" E. A DlgrANCE OF 49.50 FEn TO THE TRUE POIVT OF BEGINNING; THENCE CONTINUE SOUTHEASTERLY ALONG SAID LINEr A DISTANCE OF 25,67 FErr TO A POINT OF CURVE TO THE LEFr HAVING A RADIUS OF 363.80 FEET AND A CENTRAL ANGLE OF 04'48'55"; THENCE SOUTHEASTERLY ALONG THE ARC A DISTANCE OF 30.57 FEFr; THENCE SOUTH, A Di£rANCE OF 330.60 FEEr; THENCE N 82'50'42" E. A DISTANCE OF 7.62 FEEr; THENCE S 07'OO'35" E. A DISTANCE OF 268.14 FEfr; THENCE S 86'11’04" W, A DISTANCE OF 15.91 FErr; THENCE S 69'23'25" W. A DISTANCE OF 119.27 FErr; THENCE S 80'56’18" W, A DISTANCE OF 38.88 FEn; THENCE N 07'OO’35" W. A DISTANCE OF 107.84 FEET; THENCE N 82'59’25'’ E, A DISTANCE OF 10.00 FEEr; THENCE N 07'OO'3S" W, A DISTANCE OF 188.44 FErr; THENCE S 82'50'42" W, A DISTANCE OF 88.36 FEEI TO A POINT OF CURVE TO THE RIGHT HAVING A RADIUS OF 37.50 FE Fr AND A CENTRAL ANGLE OF 38'54'55"; THENCE WESTERLY ALONG THE ARC A DISTANCE OF 25.47 FEfr; THENCE N 58'lq'23" W. A DISTANCE OF 18.16 FEET; THENCE N 25'12'26" E, A DISTANCE OF 56.96 FEn TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT, OF WHICH THE RADIUS POINT LIES S 67o06'23" E, A RADIAL DigrANCE OF 114,03 FEfr; THENCE NORTHEASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 22'19'22'’, A DISTANCE OF 44.43 FE fr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LEFr, OF WHICH THE RADIUS POINT LIES N 48'53'30'' W, A RADIAL DISTANCE OF 837.22 FEEr; THENCE NORTHEASTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 07o42’25", A DiFrANCE OF 112.62 FEEr; THENCE N 31'ql'36" E. A DISTANCE OF 129.66 FEEr; THENCE N 31a29'35" E, A D]9rANCE OF 31.44 FE fr; THENCE N 26'04'40" E, A DISTANCE OF 60.69 FEfr BACK TO THE TRUE POINT OF BEGINNING.I PARCEL 7: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACrIONAL SECrION IO, TOWNSHIP 3 SOUTFI, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY, couNTr OF LOS ANGELES, STATE OF CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNT RECORDER OF SAID couNTr, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 7 IN THE CERTIFICATE OF COMPLIANCE RECORDED ON MARCH 3, 2005 AS INSTRUMENT NO. 05-484960 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWE£r QUARTER OF FRACriONAL SErmoN 10, SAID LINE ALSO BEING THE NORTHERLY LINE OF STEWART AND GRAY ROAD, 80 FEfr WIDE, DISTANT THEREON SOUTH 89'52'14'’ WEST 646.51 FEfr FROM THE NORTHEA£r CORNER THEREOF; THENCE ON A LINE BrrWEEN SAID POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE soLrrHEAgr QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID FRACrIONAL SEer]oN 10, SOUTH 00' 13' 16" WET 445.18 FErr; THENCE WEgr 548.19 FErr; THENCE SOUTH 73' 30' 48" WEST 56.48 FE fr TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHERLY AND HAVJNG A RADIUS OF 363.80 FEET, A RADIAL LINE OF SAID CURVE THROUGH SAID POINT BEARS NORTH Oq' 39' ql" WEST; THENCE WESrERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF IO' 32' IO", A D15rANCE OF 66.90 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 150 21' 19", A DISTANCE OF 97.50 FErr; THENCE SOUTH 330.60 FE FF; THENCE NORTH 82' 50' 42" EAST 7.62 FErr; THENCE SOUTH 07' OO' 35" EAST 268.15 FEEr; THENCE NORTH 860 11' 04" EA£r 108.84 FEn; THENCE NORTH 07' OO’35" WEST 274.49 FEEr; THENCE SOUTH 82' 50' q2'' WEST 21,05 FEEr; THENCE NORTH 295.96 FEEr TO THE TRUE POINT OF BEGINNING PARCEL 8: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACrION AL SECIION IO, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SAvrA GERTRUDES, IN THE CITY OF DOWNEY, COUNTY’ OF LOS ANGELES, STATE OF CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY', SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 8 IN THE CERTIFICATE OF COMPLIANCE RECORDED ON MARCH 3, 2005 AS INSTRUMENT NO. 05-484960 OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWEgr QUARTER OF FRACIIONAL SECrION IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF £rEWART AND GRAY ROAD, 80 FEfr WIDE, DISTANT THEREON SOUTH 89' 52' 14" WEyr 646.51 PEEr FROM THE NORTHEAgr CORNER THEREOF; THENCE ON A LINE B[rwEEN SAID POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE SOUTHEASr QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID FRAC[IONAL SECTION 10, SOUTH 000 13' 16" WEST 445.19 FErr; THENCE WEST 406.14 FEET TO THE TRUE Polvr OF BEGINNING; THENCE CONTINUING WEST 142.05 FEFr; THENCE SOUTH 73' 30' 48" WEgr 56.48 FEfr TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 363.80 FEn, A RADIAL LINE OF SAID CURVE THROUGH SAID POINT BEARS NORTH 04' 39' 41" WEST; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF IO' 32' IO" A DISTANCE OF 66.90 FErr; THENCE soLrrH 295.96 FE fF; THENCE NORTH 82' 50’ 42" EAST 21.05 FE Fr; THENCE SOUTH 07' OO' 35" EAST 274.49 FE Fr; THENCE NORTH 86' 11' 04" EAST 48,79 FE Fr; THENCE NORTH 89' 50' 58" EA£r 51.71 FEn; THENCE NORTH 80' 56' 18" EAST 64.34 FEFr; THENCE NORTH 89' q8’ 11" EASr 114.46 FErr; THENCE NORTH 151.36 FErr; THENCE SOUTH 89' 57' 31" WEST 46.04 FEET; THENCE NORTH 070 OO' 35" WEn 193.57 FEET; THENCE NORTH 223.76 FE rr TO THE TRUE POINT OF BEGINNING. PARCEL 9: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACrIONAL SECnON IO, TOWNSHIP 3 SOUTH. RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES. IN THE CITY OF DOWNEY, AS RECORDED IN BOQK I PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF THE coubrrY RECORDER OF SAID COUNTY, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 9 IN THE RrrAIL CEVrER PARCEL OCCUPANT RELEASE AGREEMENT, RECORDED ON AUGUST 10, 2004 AS INSTRUMENT NO. 04-2052077 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS : BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAID LOT 2 IN THE NORTHWErr QUARTER OF FRACriONAL SEcrioN IO, SAID UNE ALSO BEING THE NORTHERLY LINE OF rrEWART AND GRAY ROAD, 80 FEFr WIDE, DISTANT THEREON SOUTH 89') 52' 14" WE5r 646.51 FEET FROM THE NORTHEA£r CORNER THEREOF; THENCE ON A LINE BFIWEEN SAID POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE SOUTHEA£r QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID FRACIIONAL SECrION IO, SOUTH OO' 13' 16" WEST 445.18 FE Fr TO THE POINT OF BEGINNING; THENCE WErE 406.14 FEEr; THENCE SOUTH 223.76 FEFr; THENCE SOUTH 07' OO' 35" EA£r 193.57 FErr; THENCE NORTH 89' 57' 31" EAT 46.04 FE fr; THENCE SOUTH 151.36 FEEr; THENCE NORTH 89' 48' 11" EASr 334.29 FEFr TO SAID LINE BFIWEEN THE POINT OF BEGINNING AND THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID FRACrIONAL SErmoN lo; THENCE NORTH oo' 13’ 16" WEn, ALONG SAID DESCRIBED LINE, A DISTANCE OF 566.06 FEEr TO THE TRUE POINT OF BEGINNING. APN: 6256-004-023 TO 031 INCLUSIVE AND A PORTION OF 6256-004-019 EXHIBIT B LEGAL DESCRIPTION OF THE CITY TRACT THE LAND IS SITUATED IN THE COUNT OF LOS ANGELES. STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 4: THAT PORTION OF LOT 2 IN THE NORTHWEST QUARTER OF FRACIIONAL SErmON 10, TOWNSHIP 3 SOUTH, RANGE 12 WEST, IN THE RANCHO SANTA GERTRUDES, IN THE CITY OF DOWNEY, AS RECORDED IN BOOK 1 PAGE 502 OF MISCELLANEOUS RECORDS, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAID couNFr, SAID PORTION IS ALSO SHOWN AND DESCRIBED AS PARCEL 4 IN THE MEMORANDUM OF GROUND LEASE RECORDED ON AUGUST 10, 2004 AS INSTRUMENT NO. 04-2052075 OF OFFICIAL RECORDS AND DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHERLY LINE OF SAiD LOT 2 IN THE NORTHWEgr QUARTER OF FRACriONAL SEcrloN IO, SAID LINE ALSO BEING THE NORTHERLY LINE OF £rEWART AND GRAY ROAD, 80 FErr WIDE; DISTANCE THEREON S 89 DEGREES 52’ 14" W 646.51 FErr FROM THE NORTHEAST CORNER OF SAID LOT 2; THENCE S OO'13'16" W, A DISTANCE OF 80.02 FEn TO THE TRUE POINT OF BEGINNING; THENCE CONTINUE SOUTHERLY ALONG SAID LINE, A Di9rANCE OF 1,020.58 FErr; THENCE N 89'52'23'’ E, A DISTANCE OF 605.82 FErr; THENCE N 11'12'q9" E, A DISTANCE OF 27.51 FE Fr TO A POINT OF CURVE TO THE LErr HAVING A RADIUS OF 152.00 FEEr AND A CENTRAL ANGLE OF 11'20'26"; THENCE NORTHERLY ALONG THE ARC A DISTANCE OF 30,09 FEn; THENCE N OO'06'49" W, A DISTANCE OF 262.35 FE fr; THENCE N 09o53'54" W, A DISTANCE OF 70.92 FE Fr; THENCE N OO'08'49" W, A Dl£rANCE OF 73.77 FE Fr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE RIGHT, OF WHICH THE RADIUS POINT LIES N 89'52'22'’ E. A RADIAL DISTANCE OF 151.00 FEn; THENCE NORTHERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 11'19'04", A Dl£rANCE OF 29.83 FEEr; THENCE N 11'11'25" E, A DISTANCE OF 29.94 FEEr TO A POINT OF CURVE TO THE LEFr HAVING A RADIUS OF 164.00 FEfr AND A CENTRAL ANGLE OF 11'19'02"; THENCE NORTHERLY ALONG THE ARC A DISTANCE OF 32.39 FE rr; THENCE N OO'08'10" E. A DISTANCE OF 418.83 FE Fr TO THE POINT OF CURVE OF A NON TANGENT CURVE TO THE LEn, OF WHICH THE RADIUS POINT LIES S 84'57'35" W, A RADIAL DISTANCE OF 50.00 FE Fr; THENCE NORTHWESTERLY ALONG THE ARC, THROUGH A CENTRAL ANGLE OF 85'05'21", A DISTANCE OF 74.25 FEn; THENCE S 89'52'14" W, A DiyrANCE OF 79.07 FE fr; THENCE N 88'15'50" W. A DISTANCE OF 61.44 FErr; THENCE S 89'52'14" W, A Di£rANCE OF 419.63 FErr BACK TO THE TRUE POINT OF BEGINNING