Exhibit 10.3


 


RECORDING REQUESTED BY,


AND WHEN RECORDED MAIL TO:


 


Morgan, Lewis & Bockius LLP


300 South Grand Avenue, 22nd Floor


Los Angeles, CA 90071-3132


Attn: David V. Chang


 





 



(Space above for recorder’s
use)


 


DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
SECURITY

AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING


 


Dated as of July 2, 2021


 


Cadiz Inc., Cadiz Real Estate LLC, and Octagon
Partners LLC,


Collectively, as Trustor


 


to


 


Fidelity National Title Company,


as Trustee


 


and


 


B. Riley Securities, Inc., as Administrative Agent
for the Lenders from time to time


Under the Credit Agreement,


As Beneficiary


 




     


     


    

 


DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
SECURITY

AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING


 


THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND
RENTS, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING (this “Deed of Trust”) is made as of July 2,
2021 (the “Effective Date”), by and among CADIZ INC., a Delaware corporation formerly known as and formerly named Cadiz
Land Company, Inc., a Delaware corporation, which (i) took title to the property described as Parcel 21 on Exhibit A hereto as “Pergola
Properties” and (ii) was successor by merger to Cadiz Valley Development Corporation, a California Corporation, with an address
of 550 South Hope Street, Suite 2850, Los Angeles, California, 90071 (“Cadiz”), as to Parcels 1-15, 17-23 and 25-27
of Division F (as described in Exhibit A attached hereto), CADIZ REAL ESTATE LLC, a Delaware limited liability company with an address
of 550 South Hope Street, Suite 2850, Los Angeles, California, 90071 (“CRE”), as to Divisions A, B, C, D, E, Parcel
16 of Division F, Division G and Division H (as described in Exhibit A attached hereto), and Octagon
Partners LLC, a California limited liability company with an address of 550 South Hope Street, Suite 2850, Los Angeles, California,
90071 (“Octagon”, together with Cadiz and CRE, collectively the “Trustor”), as to Parcel 24 of Division
F and Division I (as described in Exhibit A attached hereto), to Fidelity National Title Company, having an office at 4400 MacArthur Blvd.,
Newport Beach, CA 92660, as trustee (the “Trustee”), for the benefit of B. Riley Securities, Inc., with an address
of 299 Park Avenue, 21st Floor, New York, New York 10171, as the administrative agent for the Lenders from time to time under the Credit
Agreement (together with its successors and assigns in such capacity, the “Beneficiary”).


 


WHEREAS, reference is made to that certain Credit
Agreement, dated as of July 2, 2021 (as amended, modified, waived, amended and restated or otherwise changed from time to time, the
“Credit Agreement”), by and among Cadiz, CRE, the lenders from time to time party thereto (the “Lenders”)
and Beneficiary, as administrative agent whereupon Lenders have extended a credit facility to the Trustor in an aggregate principal amount
of $50,000,000 in the form of Loans and Loan Commitments (as defined in the Credit Agreement).


 


WHEREAS, the Trustor will receive substantial benefits
from the execution, delivery and performance of the obligations under the Credit Agreement and the other Loan Documents (as defined in
the Credit Agreement), and is, therefore, willing to enter into this Deed of Trust.


 


WHEREAS, this Deed of Trust is given by Trustor
to the Trustee for the benefit of the Beneficiary to secure the payment and performance of all of the Obligations (as defined in the Credit
Agreement) with respect to the Loans and Loan Commitments.


 


WHEREAS, it is a condition to the obligations of
the Lenders to make the Loans under the Credit Agreement that Trustor execute and deliver this Deed of Trust.


 






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NOW, THEREFORE, the parties hereto agree as follows:


 


ARTICLE
I

GRANTS AND OBLIGATIONS SECURED


 


A. GRANT


 


1.1 FOR
GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein recited and the trust herein created, the receipt of which is hereby
acknowledged, as collateral security for the payment and performance of all the Obligations, Trustor hereby irrevocably GRANTS, BARGAINS,
ASSIGNS, SELLS, CONVEYS and CONFIRMS to Trustee, IN TRUST, WITH POWER OF SALE AND RIGHT OF ENTRY AND POSSESSION, for the benefit and
security of Beneficiary, under and subject to the terms and conditions hereinafter set forth, and grants to Beneficiary a security interest
in the following property, rights, interests and estates of Trustor whether now owned or hereafter arising or acquired, from time to time:


 


(i) that
certain real property located in the County of San Bernardino, State of California more particularly described in Exhibit A attached
hereto and by this reference incorporated herein (all such real property described in Exhibit A is collectively referred to herein
as the “Premises”);


 


(ii) TOGETHER
WITH any and all structures, buildings and improvements and any and all alterations now or hereafter located or erected on the Premises,
all pumps and pumping stations used in connection therewith and all shares of stock evidencing the same, all fixtures, attachments, appliances,
equipment, machinery, furnishings, inventory and other articles or property used or usable in connection with the Premises or attached
or affixed in any manner to said structures, buildings and improvements including, but not limited to all storage tanks and pipelines,
all gas, electric, heating, cooling, air conditioning, refrigeration, ventilation, sanitation, and plumbing fixtures and equipment and
any additions to, substitutions for, changes or replacements of the whole or any part thereof (collectively, the “Improvements”),
all of which shall be deemed and construed to be a part of the realty;


 


(iii) TOGETHER
WITH all rents, earnings, issues, profits, royalties, income, accounts receivable, revenues, deposits, security deposits, receipts
and other benefits (collectively, the “Rents”) derived or generated from the use and operation of the Premises, Improvements
and the Collateral (as hereinafter defined) or to which Trustor may be entitled, whether now due, past due or to become due or from any
lease, sublease, license, franchise or concession, occupancy agreement or other agreement now or hereafter affecting all or any portion
of the Premises or the Improvements or the use, operation or occupancy thereof (collectively, the “Leases”), subject
to the terms and provisions of Article 3 hereof;


 


(iv) TOGETHER
WITH all right, title and interest now or hereafter appertaining, belonging to or acquired by Trustor in and to any easements, rights-of-way,
rights, licenses, profits, and privileges used in connection therewith or as a means of access thereto, including, without limiting the
generality of the foregoing, all rights pursuant to any trackage agreement and all rights to the nonexclusive use of common drive entries,
any after acquired title and reversion in or to each and every part of all streets, roads, ways, passages, sidewalks, highways and alleys
adjacent to and adjoining the same, and all tenements, hereditaments and appurtenances thereof and thereto (collectively, the “Appurtenances”);


 






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(v) TOGETHER
WITH all right, title and interest of Trustor, whether owned legally, of record, equitably, beneficially or otherwise, whether constituting
real or personal property (or subject to any other characterizations), whether created or authorized under existing or future laws or
regulations, and however arising, in all water rights and assets (collectively, the “Water Rights and Assets”), including
without limitation, the following;


 


(a) All
water (including any water inventory in storage), water rights and entitlements, other rights to water and other rights to receive water
or water rights of every kind or nature whatsoever including (i) the groundwater on, under, pumped from or otherwise available to the
Premises, whether as the result of groundwater rights, contractual rights or otherwise, (ii) Trustor’s right to remove and extract
any such groundwater including any permits, rights or licenses granted by any governmental authority or agency or any rights granted or
created by any use, easement, covenant, agreement, or contract with any Person, (iii) any rights to which the Premises is entitled with
respect to surface water, whether such right is appropriative, riparian, prescriptive, decreed or otherwise and whether or not pursuant
to permit or other governmental authorization, or the right to store any such water, (iv) any water, water right, water allocation, distribution
right, delivery right, water storage right, or other water-related entitlement appurtenant or otherwise applicable to the Premises by
virtue of the Premises being situated within the boundaries of any district, agency, or other governmental entity or within the boundaries
of any private water company, mutual water company, or other non-governmental entity, and (v) all rights in and to pumping plants, pipes,
flumes and all rights in ditches for irrigation of the Premises;


 


(b) All
stock, interest or rights (including any water allocations, voting or decision rights) in any entity, together with any and all rights
from any entity or other Person to acquire, receive, exchange, sell, lease or otherwise transfer any water or other Water Rights and Assets,
to store, deposit or otherwise create water credits in a water bank or similar or other arrangements for allocating water, to transport
or deliver water, or otherwise to deal with any Water Rights and Assets;


 


(c) All
licenses, permits, approvals, contracts, decrees, rights and interests to acquire or appropriate any water or other Water Rights and Assets,
water bank or other credits evidencing any right to water or other Water Rights and Assets, to store, carry, transport or deliver water
or other Water Rights and Assets, to sell, lease, exchange, or otherwise transfer any water or other Water Rights and Assets, or to change
the point for diversion of water, the location of any water or Water Rights and Assets, the place of use of any water or Water Rights
and Assets, or the purpose of the use of any water or Water Rights and Assets;


 






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(d) All
rights, claims, causes of action, judgments, awards, and other judicial, arbiter or administrative relief in any way relating to any water
or Water Rights and Assets;


 


(e) All
storage and treatment rights for any water or any other Water Rights and Assets, whether on or off the Premises or other property of Trustor,
together with all storage tanks, and other equipment used or usable in connection with such storage and any water bank deposit credits,
deposit accounts;


 


(f) All
rights to transport, carry, allocate or otherwise deliver water or other Water Rights and Assets by any means wherever located;


 


(g) All
guaranties, warranties, marketing, management or service contracts, indemnity agreements, and water right agreements, other water related
contracts and water reallocation rights, all insurance policies regarding or relating to any Water Rights and Assets; and


 


(h) All
rents, issues, profits, proceeds and other accounts, instruments, chattel paper, contract rights, general intangibles, deposit accounts,
and other rights to payment arising from, or on account of any us, nonuse, sale, lease, transfer or other disposition of any Water Rights
and Assets.


 


The references to “water” and
“water rights and assets” are used herein in the broadest and most comprehensive sense of the terms. The term “water”
includes water rights and rights to water or whatever rights to money, proceeds, property or other benefits are exchanged or received
for or on account of any Water Rights and Assets or any conservation or other nonuse of water, including whatever rights are achieved
by depositing shares of any Water Right and Assets in any water bank or with any water authority, or any other water reallocation rights;


 


(vi) TOGETHER
WITH all leasehold estates, rights, titles and interests of Trustor in, to and under all leases, permits, subleases, licenses, franchises
and other agreements covering the Premises however characterized, issued or in any way furnished, whether necessary or not for the operation
and use of the Premises, including, without limitation, building permits, certificates of occupancy, environmental certificates of operation
relating to, the Improvements or any portion thereof now or hereafter existing or entered into, and all rights, titles and interests of
Trustor thereunder, including, without limitation, all cash or security deposits, advance rentals, and deposits or payments of similar
nature;


 


(vii) TOGETHER
WITH all right, title and interest now owned or hereafter acquired by Trustor in and to any greater estate in the Premises or the
Improvements;


 


(viii) TOGETHER
WITH all the estate, interest, right, title, other claim or demand, both in law and in equity, including, without limitation, claims
or demands with respect to the proceeds of insurance in effect with respect to the Premises or the Improvements, which Trustor now has
or may hereafter acquire in the Premises or the Improvements, and any and all awards, damages, remunerations, reimbursements, settlements
or compensation made by any governmental authority pertaining to any condemnation or other taking by eminent domain, or by any proceeding
of purchase in lieu thereof, of any other component of the whole or any part of the Trust Estate (as hereinafter defined), including,
without limitation, any awards resulting from a change of grade of streets, awards for severance damages, and all property tax refunds
payable with respect to the Trust Estate (as hereinafter defined) (collectively, the “Claims”);


 






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(ix) TOGETHER
WITH all right, title and interest now owned or hereafter acquired by Trustor in and to any and all articles of personal property
of every kind and nature whatsoever and any additions to, substitutions for, changes in or replacements of the whole or any part thereof,
including, without limitation, all goods, fixtures, wall-beds, wall-safes, built-in furniture and installations, shelving, partitions,
door-stops, vaults, elevators, dumb-waiters, awnings, window shades, venetian blinds, light fixtures, fire hoses and brackets and boxes
for the same, fire sprinklers, alarm systems, drapery rods and brackets, screens, linoleum, carpets, plumbing, laundry tubs and trays,
iceboxes, refrigerators, heating units, stoves, ovens, water heaters, incinerators, furniture and furnishings, communication systems,
all specifically designed installations and furnishings and all of said articles of property, the specific enumerations herein not excluding
the general, now or at any time hereafter affixed to, attached to, placed upon, used or useful in any way in connection with the use,
enjoyment, occupancy or operation of the Premises or the Improvements or any portion thereof and owned by Trustor or in which Trustor
now has or hereafter acquires an interest, and all building materials, supplies, tools and equipment now or hereafter delivered to the
Premises and intended to be installed or placed in or about the Improvements (collectively, the “Personal Property”);


 


(x)
TOGETHER WITH all inventory in all of its forms (except real estate), wherever located, now or hereafter existing, including,
but not limited to, (a) all plastic, corrugated and other containers and raw materials and work in progress therefor, finished goods
thereof, and materials used or consumed in the manufacture or production thereof, (b) goods in which the Trustor has an interest in
mass or a joint or other interest or right or interest of any kind (including, without limitation, goods in which the Trustor has an
interest or right as consignee), and (c) goods which are returned to or repossessed by the Trustor, and all accessions thereto and
products thereof and documents therefor;


 


(xi)
TOGETHER WITH all farm products in all of their respective forms, wherever located, now or hereafter existing, to be planted or
grown on the Premises (including, but not limited to, crops, nursery stock, root stock, container grown products, seedlings, vines,
trees, and other plants or plant products, fertilizers and herbicides), but specifically excluding growing crops, and all accessions
to and products of and documents for any of the foregoing;


 


(xii) TOGETHER
WITH all general intangibles relating to design, development, operation, management and use of the Premises and construction of the
Improvements, including, but not limited to, (a) all permits, licenses, authorizations, variances, land use entitlements, approvals and
consents issued or obtained in connection with the construction of the Improvements, (b) all permits, licenses, approvals, consents, authorizations,
franchises and agreements issued or obtained in connection with the use, occupancy or operation of the Premises or the Improvements, (c)
all rights as a declarant (or its equivalent) under any covenants, conditions and restrictions or other matters of record affecting the
Premises or the Improvements, (d) all materials prepared for filing or filed with any governmental agency, (e) all rights under any contract
in connection with the development, design, use, operation, management and construction of the Premises or the Improvements and (f) all
books and records prepared and kept in connection with the acquisition, construction, operation and occupancy of the Premises, the Improvements
and any other component of the Trust Estate (as hereinafter defined);


 






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(xiii) TOGETHER
WITH all construction, service, engineering, consulting, leasing, architectural and other similar contracts of any nature (including,
without limitation, those of any general contractors, subcontractors and materialmen), as such may be modified, amended or supplemented
from time to time, concerning the design, construction, management, operation, occupancy, use, and/or disposition of any other component
of any portion of or all of the Trust Estate (as hereinafter defined);


 


(xiv) TOGETHER
WITH all architectural drawings, plans, surveys, specifications, soil tests and reports, feasibility studies, appraisals, engineering
reports and similar materials relating to any portion or all of the Premises and the Improvements;


 


(xv) TOGETHER
WITH all payment and performance bonds or guarantees and any and all modifications and extensions thereof relating to the Premises
and the Improvements;


 


(xvi) TOGETHER
WITH all reserves, deferred payments, deposits, refunds, cost savings, letters of credit and payments of any kind relating to the
construction, design, development, operation, occupancy, use and disposition of any other component of all or any portion of the Trust
Estate (as hereinafter defined), including, without limitation, any property tax rebates now owing or hereafter payable to Trustor;


 


(xvii) TOGETHER
WITH all proceeds of the Loans secured hereby and any commitment by any Lender to extend permanent or additional construction or other
financing to Trustor relating to any other component of the Trust Estate (as hereinafter defined);


 


(xviii) TOGETHER
WITH all proceeds and claims arising on account of any damage to or taking of any other component of the Trust Estate (as hereinafter
defined) or any part thereof, and all causes of action and recoveries for any loss or diminution in the value of any other component of
the Trust Estate (as hereinafter defined);


 


(xix) TOGETHER
WITH all policies of, and proceeds resulting from, insurance relating to any other component of the Trust Estate (as hereinafter defined)
or any of the above collateral, and any and all riders, amendments, renewals, supplements or extensions thereof, and all proceeds thereof;


 


(xx) TOGETHER
WITH all deposits made with or other security given to utility companies by Trustor with respect to the Premises and/or the Improvements,
and all advance payments of insurance premiums made by Trustor with respect thereto and claims or demands relating to insurance and all
deposit accounts wherever located;


 






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(xxi) TOGETHER
WITH all shares of stock or other evidence of ownership of any other component of any part of the Trust Estate (as hereinafter defined)
that is owned by Trustor in common with others, including all water stock relating to the Premises or the Improvements, if any, and all
documents or rights of membership in any owners’ or members’ association or similar group having responsibility for managing
or operating any part of the Premises or the Improvements;


 


(xxii) TOGETHER
WITH all proceeds, whether cash, promissory notes, contact rights or otherwise, of the sale or other disposition of all or any part
of the estate of Trustor upon the Trust Estate now or hereafter existing thereon, provided, however, the foregoing shall not authorize
or entitle Trustor to dispose of the Trust Estate (as hereinafter defined), except as may be permitted pursuant to the Loan Documents;


 


(xxiii) TOGETHER
WITH all sales contracts, escrow agreements and broker’s agreements concerning the sale of any other component of any or all
of the Trust Estate (as hereinafter defined);


 


(xxiv) TOGETHER
WITH any and all monies and other property, real or personal which may from time to time be subjected to the lien hereof by Trustor
or by anyone on its behalf or with its consent, or which may come into the possession or be subject to the control of Trustee or Beneficiary
pursuant to this Deed of Trust, the Credit Agreement, or any other Loan Document, including, without limitation, any protective advances
under this Deed of Trust;


 


(xxv) TOGETHER
WITH all Goods, Accounts, Documents, Instruments, Money, Chattel Paper and General Intangibles, as those terms are defined in the
Uniform Commercial Code from time to time in effect in the State of California (“California Commercial Code”) (collectively
with the property described in subsections (x) through (xxiv), the “Collateral”).


 


The security interest granted by Section
1.1 with respect to the property described in subsection (iii) above is intended by Trustor to be subject to the provisions
of Article 3 hereof and shall not take priority unless and until the license granted to Beneficiary by Trustor in Article 3
is for any reason deemed to be ineffective, terminated or revoked.


 


1.2 MINERAL
RIGHTS. Trustor hereby assigns and transfers to Beneficiary all damages, royalties and revenue of every kind, nature and description
whatsoever that Trustor may be entitled to receive from any Person owning or having or hereafter acquiring a right to the oil, gas or
mineral rights and reservations of the Premises, with the right of Beneficiary to receive and receipt therefor, and apply the same to
the indebtedness secured hereby either before or after any default hereunder, and Beneficiary may demand, sue for and recover any such
payments but shall have no duty to do so.


 


The entire estate, property and interest hereby conveyed
to Trustee in Sections 1.1 and 1.2 of this Article 1(A) may hereafter be collectively referred to as the “Trust
Estate.”


 






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1.3 FIXTURE
FILING. The personal property in which Beneficiary has a security interest includes goods which are or shall become fixtures on the
Premises. This Deed of Trust is intended to serve as a fixture filing pursuant to the terms of Division 9 of the California Commercial
Code. The information provided in this Section 1.3 is provided so that this Deed of Trust shall comply with the requirements of the California
Commercial Code for a mortgage instrument to be filed as a financing statement. This filing is to be recorded in the real estate records
of the county in which the Premises is located. This filing remains in effect as a fixture filing until this Deed of Trust is released
or satisfied of record or its effectiveness otherwise terminates as to the Trust Estate. In that regard, the following information is
provided:


 


		Names of Debtor:	 Cadiz Inc., a Delaware corporation, Cadiz Real Estate
LLC, a Delaware limited liability company, and Octagon Partners LLC, a California limited liability company



 


		Address of Debtor:	 See Section 5.5 hereof



 


		Name of Secured Party:	 B. Riley Securities, Inc., as administrative
agent for the Lenders



 


		Address of Secured Party:	 See Section 5.5 hereof



 


Trustor is the owner of a record interest in the
real estate concerned. Trustor warrants and agrees that, except as otherwise permitted under the Credit Agreement, there is no financing
statement covering the foregoing Collateral, the Premises, the Improvements, the Trust Estate, or any part thereof, on file in any public
office.


 


1.4 SECURITY
AGREEMENT. This Deed of Trust shall also constitute a “security agreement” on personal property within the meaning of
the California Commercial Code and other applicable law and with respect to the portions of the Trust Estate that constitute personal
property. To this end, subject to Liens permitted by Section 6.2 of the Credit Agreement, Trustor grants to Beneficiary a security
interest in such portion of the Trust Estate which constitutes personal property and to the extent that the same may be subject to the
California Commercial Code to secure the payment and performance of the Obligations, and agrees that Beneficiary shall have all the rights
and remedies of a secured party under the California Commercial Code with respect to such property. Any notice of sale, disposition or
other intended action by Beneficiary with respect to such portion of the Trust Estate which constitutes personal property sent to Trustor
at least ten (10) days prior to any action under the California Commercial Code shall, except as otherwise provided by applicable law,
constitute reasonable notice to Trustor.


 


1.5 FINANCING
STATEMENTS. Trustor shall execute and deliver to Beneficiary such other documents, instruments and further assurances, in each case,
in form and substance reasonably satisfactory to Beneficiary (and the Lenders in accordance with the Credit Agreement), as Beneficiary
may, from time to time, reasonably consider necessary to create, perfect and preserve Beneficiary’s security interest hereunder.
Trustor hereby irrevocably authorizes Beneficiary to cause financing statements (and amendments thereto and continuations thereof) and
any such documents, instruments and assurances to be recorded and filed, at such times and places as may be required or permitted by law
to so create, perfect and preserve such security interest.


 






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B. OBLIGATIONS
SECURED


 


1.1 FOR
THE PURPOSE OF SECURING, IN SUCH ORDER OF PRIORITY AS BENEFICIARY MAY DETERMINE (collectively, the “Obligations”):


 


(i) payment
and performance in full when due of the Loans in the original principal amount of up to $50,000,000.00 and all other “Obligations”
(as defined in the Credit Agreement);


 


(ii) payment
of all sums advanced by Beneficiary to protect the Trust Estate, with interest thereon at the rate otherwise applicable to the outstanding
Loans under section 2.4 of the Credit Agreement (“Agreed Rate”).


 


(iii) payment
of all other sums, with interest thereon, which may hereafter be loaned to Trustor, its partners, or its successors or assigns, by Beneficiary,
or its successors or assigns, and all renewals, extensions, modifications, changes or amendments thereto, reciting that they are secured
by this Deed of Trust;


 


(iv) performance
of every obligation, covenant or agreement of Trustor contained herein and all supplements, amendments and modifications thereto and all
extensions and renewals thereof;


 


(v) performance
of every obligation, covenant and agreement of Trustor contained in any Loan Document or any agreement now or hereafter executed by Trustor
which recites that the obligations thereunder are secured by this Deed of Trust; and


 


(vi) compliance
with and performance of each and every material provision of any declaration of covenants, conditions and restrictions pertaining to the
Trust Estate or any portion thereof.


 


TO PROTECT THE SECURITY OF THIS DEED
OF TRUST, TRUSTOR HEREBY COVENANTS AND AGREES AS FOLLOWS;


 


ARTICLE
II

COVENANTS AND AGREEMENTS OF TRUSTOR


 


2.1 Authority.
Trustor represents and warrants that it is duly authorized and has full corporate power to execute this Deed of Trust and enter into the
transactions described herein.


 


2.2 Payment
of Secured Obligations. Trustor shall pay when due the principal of and the interest on the indebtedness as stated in the Credit Agreement;
all charges, fees and other sums as provided in the Loan Documents; the principal of and interest on any future advances secured by this
Deed of Trust; and the principal of and interest on any other indebtedness secured by this Deed of Trust.


 






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2.3 Fees
and Expenses. Trustor shall pay all filing, registration or recording fees and taxes and all expenses incident to the execution, delivery
and recording of this Deed of Trust, any mortgage instrument supplemental hereto, any security instrument with respect to such portion
of the Trust Estate, any California Commercial Code financing statements and continuation statements, and any instrument of further assurance
reasonably required by Trustee or by applicable law to be filed, registered or recorded pursuant to this Deed of Trust.


 


2.4 Maintenance,
Repair, Alterations. Trustor shall keep the Premises and Improvements in good condition and repair; Trustor shall not remove, demolish
or substantially alter any material portion of the Improvements (other than in the ordinary course of constructing tenant improvements)
except upon the prior written consent of the Beneficiary or as may be required by any law, ordinance, rule, regulation or order of any
governmental authority or political subdivision having jurisdiction over the Trust Estate; Trustor shall complete promptly and in a good
and workmanlike manner any Improvement which may be now or hereafter constructed on the Premises and promptly restore in like manner any
portion of the Improvements which may be damaged or destroyed from any cause whatsoever, and pay when due all claims for labor performed
and materials furnished therefor; Trustor shall not initiate or acquiesce in any change of zoning or other land classification without
Beneficiary’s prior written consent; Trustor shall comply in all material respects with all laws, ordinances, regulations, covenants,
conditions and restrictions now or hereafter affecting the Trust Estate or any part thereof or requiring any alterations or improvements;
Trustor shall not commit or permit any waste or deterioration of the Trust Estate, and shall keep and maintain abutting grounds, sidewalks,
roads, parking and landscape areas in good and neat order and repair; and Trustor shall not commit, suffer or permit any act to be done
in or upon the Trust Estate in violation of any law, ordinance or regulation or of any matter of record affecting the Trust Estate.


 


2.5 Required
Insurance. Trustor shall procure and maintain or shall cause to be procured and maintained continuously in effect until repayment
and performance of all Obligations, policies of insurance in form and amounts and issued by companies, associations or organizations satisfactory
to the Lenders covering such casualties, risks, perils, liabilities and other hazards required by Beneficiary, including, without limitation,
any insurance required under any of the Loan Documents. All original policies, or certificates thereof, and endorsements and renewals
thereof shall be delivered to and retained by Beneficiary unless the Lenders waive this requirement in writing. All policies shall expressly
protect or recognize Beneficiary’s interest as required by Beneficiary.


 


2.6 General
Requirements. All policies to be maintained pursuant to Section 2.5 shall (a) be issued by companies with a Best’s Insurance
Guide rating of at least A-VII and duly qualified and authorized to do such business in the State of California and approved by
the Lenders, (b) provide for severability of interests, (c) provide that an act or omission of one of the named insureds shall not reduce
or avoid coverage to the other named insureds, (d) shall be subject to the approval of the Lenders as to the insuring companies, amount,
deductibles, content and forms of policies and expiration dates, and (e) provide that it cannot be cancelled or materially modified without
ten (10) days, prior written notice to the Lenders. Any policy to be maintained hereunder may be maintained under a so-called “blanket
policy” insuring other parties and/or other locations so long as the amount of insurance and type of insurance coverage required
to be provided hereunder is not thereby diminished, changed or adversely affected.


 






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2.7 Delivery
of Policies, Payment of Premiums.


 


(i) At
the Lender’s option, all policies of Insurance shall either have attached thereto a lender’s loss payable endorsement for
the benefit of Beneficiary in form satisfactory to the Lenders or shall name Beneficiary as an additional insured. At least (10) days
prior to the expiration of each required policy, Trustor shall deliver to Beneficiary evidence reasonably satisfactory to the Lenders
of the renewal or replacement (and, if payment is due at the same time, evidence of the payment of premium) of such policy continuing
insurance in form as required by this Deed of Trust. At least (10) days prior to the date when any premium on each such required policy
is due, Trustor shall deliver to the Lenders evidence reasonably satisfactory to Beneficiary of the payment of such premium. All such
policies shall contain a provision that, notwithstanding any contrary agreement between Trustor and the insurance company, such policies
will not be cancelled, allowed to lapse without renewal, surrendered or materially amended, which term shall include any reduction in
the scope or limits of coverage, without at least ten (10) days prior written notice to, and (other than a termination for non-payment)
the consent of, the Lenders.


 


(ii) In
the event Trustor fails to provide, maintain, keep in force or deliver to Beneficiary the policies of insurance required by this Deed
of Trust or by any Loan Document, Beneficiary may (but shall have no obligation to) procure such insurance or single-interest insurance
for such risks covering Beneficiary’s interest, and Trustor will pay all premiums thereon promptly upon demand by Beneficiary, and
until such payment is made by Trustor, the amount of all such premiums shall bear interest at the Agreed Rate.


 


(iii) At
any time after a default under any Loan Document, then upon request by Beneficiary, Trustor shall deposit with Beneficiary in monthly
installments an amount equal to one-twelfth (1/12) of the estimated aggregate annual insurance premiums on all policies of insurance to
be maintained pursuant to this Deed of Trust. In such event Trustor further agrees to cause all bills, statements or other documents relating
to the foregoing insurance premiums to be sent or mailed directly to Beneficiary. Upon receipt of such bills, statements or other documents
evidencing that a premium for a required policy is then payable, and providing Trustor has deposited sufficient funds with Beneficiary
pursuant to this Section 2.7, Beneficiary shall promptly pay such amounts as may be due thereunder out of the funds so deposited
with Beneficiary. If at any time and for any reason the funds deposited with Beneficiary are or will be insufficient to pay such amounts
as may be then or subsequently due, Beneficiary shall notify Trustor and Trustor shall immediately deposit an amount equal to such deficiency
with Beneficiary. Notwithstanding the foregoing, nothing contained herein shall cause Beneficiary to be deemed a trustee of said funds
or to be obligated, to pay any amounts in excess of the amount of funds deposited with Beneficiary pursuant to this Section 2.7,
nor shall anything contained herein modify the obligation of Trustor set forth in Section 2.5 hereof to maintain and keep such
insurance in force at all times. To the extent permitted by law, Beneficiary may commingle said reserve with its own funds and Trustor
shall be entitled to no interest thereon.


 






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2.8 Casualties;
Insurance Proceeds. Trustor shall give prompt written notice to Beneficiary after the happening of any casualty to or in connection
with the Trust Estate or any part thereof, whether or not covered by insurance. Any net proceeds received by or on behalf of Trustor in
respect of any such casualty or damage shall be applied in accordance with Section 2.6(b) of the Credit Agreement


 


2.9 Assignment
of Policies Upon Foreclosure. In the event of a foreclosure pursuant to this Deed of Trust or other transfer of title or assignment
of the Trust Estate in extinguishment, in whole or in part, of the debt secured hereby, all right, title and interest of Trustor in and
to all policies of insurance maintained pursuant to Section 2.5 shall inure to the benefit of and pass to the successor in interest
to Trustor or the purchaser or grantee of the Trust Estate.


 


2.10 Indemnification;
Subrogation; Waiver of Offset.


 


(i) Trustor
agrees to indemnify, protect, hold harmless and defend Trustee and Beneficiary from and against any and all losses, liabilities, suits,
obligations, fines, damages, judgments, penalties, claims, charges, costs and expenses (including reasonable attorneys’ fees and
disbursements) which may be imposed on, incurred or paid by or asserted against Trustee and/or Beneficiary by reason or on account of,
or in connection with, (a) any willful misconduct of Trustor, (b) the construction, reconstruction or alteration of the Improvements or
the Premises, (c) any negligence of Trustor or any negligence or willful misconduct of any lessee or sublessee of the Premises or the
Improvements, or any of their respective agents, contractors, subcontractors, servants, employees, licensees or invitees, or (d) any accident,
injury, death or damage to any Person or property occurring in, on or about the Premises or the Improvements or any street, driveway,
sidewalk, curb or passageway adjacent thereto, except for the willful misconduct or gross negligence of Trustee or Beneficiary. Any amount
payable to Trustee or Beneficiary under this Section 2.10 shall be due and payable within ten (10) days after demand therefor and
receipt by Trustor of a statement from Trustee and/or Beneficiary setting forth in reasonable detail the amount claimed and the basis
therefor. Trustor’s obligations under this Section 2.10 shall survive the repayment or any other satisfaction of the Obligations
and shall not be affected by the absence or unavailability of insurance covering the same or by the failure or refusal of any insurance
carrier to perform any obligation on its part under any such policy of insurance. If any claim, action or proceeding is made or brought
against Trustee and/or Beneficiary which is subject to the indemnity set forth in this Section 2.10, Trustor shall resist or defend
against the same, if necessary in the name of Trustee and/or Beneficiary, by attorneys for Trustor’ s insurance carrier (if the
same is covered by insurance) approved by Trustee and/or Beneficiary (as applicable) or otherwise by attorneys retained by Trustor and
approved by Trustee and/or Beneficiary (as applicable). Notwithstanding the foregoing, Trustee and Beneficiary, in their discretion, if
either or both of them disapprove of the attorneys provided by Trustor or Trustor’s insurance carrier, may engage their own attorneys
to resist or defend, or assist therein, and, Trustor shall pay, or, on demand, shall reimburse Trustee and Beneficiary for the payment
of the reasonable fees and disbursements of such attorneys.


 






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(ii) Trustor
waives any and all right to claim or recover against Beneficiary, its officers, employees, agents and representatives, for loss of or
damage to Trustor, the Trust Estate, Trustor’s property or the property of others under Trustor’s control from any cause insured
against or required to be insured against by the provisions of this Deed of Trust,


 


(iii) All
sums payable by Trustor pursuant to this Deed of Trust shall be paid without notice, demand, counterclaim, setoff, deduction or defense
and without abatement, suspension, deferment, diminution or reduction, and the obligations and liabilities of Trustor hereunder shall
in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction
of or any condemnation or similar taking of the Trust Estate or any part thereof; (b) any restriction or prevention of or interference
by any third party with any use of the Trust Estate or any part thereof; (c) any title defect or encumbrance or any eviction from the
Premises or the Improvements or any part thereof by title paramount or otherwise; (d) any bankruptcy, insolvency, reorganization, composition,
adjustment, dissolution, liquidation or other like proceeding relating to Beneficiary or any guarantor of any secured obligation, or any
action taken with respect to this Deed of Trust by any trustee or receiver of Beneficiary, or by any court, in any such proceeding; (e)
any claim which Trustor has or might have against Beneficiary; (f) any default or failure on the part of Beneficiary to perform or comply
with any of the terms hereof or of any other agreement with Trustor; or (g) any other occurrence whatsoever, whether similar or dissimilar
to the foregoing; whether or not Trustor shall have notice or knowledge of any of the foregoing. Except as expressly provided herein,
Trustor waives all rights now or hereafter conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction
of any sum secured hereby and payable by Trustor.


 


2.11 Hazardous
Materials.


 


(i) Environmental
Compliance. Trustor shall keep and maintain (and cause all tenants to keep and maintain) the Trust Estate, including, without limitation,
the groundwater on or under the Trust Estate, in compliance with, and shall not cause or permit the Premises to be in violation of, or
to require clean up under, any applicable present and future federal, state or local laws, statutes, rules, policies, codes, licenses,
permits, orders, approvals, plans, authorizations, ordinances or regulations, now or hereafter in effect, relating to environmental conditions,
industrial hygiene, public health and safety, or Hazardous Materials (as defined below) including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq., the Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901, et seq., the Hazardous Materials Transportation Act 49 U.S.C. Section 1801, et seq.,
the Clean Water Act, 33 U.S.C, Section 1251, et seq., the Clean Air Act, 42 U.S.C. Section 7401, et seq., the Toxic Substances
Control Act, 15 U.S.C. Sections 2601 through 2629, the Safe Drinking Water Act, 42 U.S.C. Sections 300f through 300j, and any similar
state and local laws and ordinances and the regulations now or hereafter adopted, published and/or promulgated pursuant thereto (collectively,
the “Hazardous Materials Laws”).


 






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(ii) Restrictions On Use. Trustor
shall not (and shall take all reasonable efforts to assure that all of its tenants shall not) use, generate, manufacture, treat, handle,
refine, produce, process, store, discharge, release, dispose of or allow to exist on, under or about the Trust Estate any flammable explosives,
radioactive materials, asbestos, organic compounds known as polychlorinated biphenyls, chemicals known to cause cancer or reproductive
toxicity, pollutants, materials containing gasoline, diesel fuel or other petroleum hydrocarbons, contaminants, corrosive, infectious
or carcinogenic materials, hazardous wastes, toxic substances or related materials, including, without limitation, any substances defined
as or included in the definitions of “hazardous substances,” “hazardous wastes,” “hazardous materials”
or “toxic substances” under the Hazardous Materials Laws (collectively, “Hazardous Materials”), except
in compliance with applicable Hazardous Materials Laws and in a manner that would not reasonably be expected to require cleanup under
any Hazardous Materials Laws. Furthermore, Trustor shall not allow to exist on, under or about the Trust Estate, any underground storage
tanks or underground deposits except with respect to the storage of water and then in compliance with all applicable Hazardous Materials
Laws and in accordance with the terms of the Credit Agreement.


 


(iii) Access.
Beneficiary shall be entitled, at any reasonable time, to enter upon and inspect the Trust Estate and take any other actions the Lenders
reasonably deem necessary to confirm Trustor’s compliance with the obligations and agreements set forth in this Section 2.11.


 


(iv) Notice
to Beneficiary. Trustor shall immediately advise Beneficiary in writing of (a) any and all enforcement, clean up, removal, mitigation
or other governmental or regulatory actions instituted, contemplated or threatened pursuant to any Hazardous Materials Laws affecting
the Premises; (b) all actual or threatened investigation, inquiry, lawsuit, citation, directive, summons, proceeding, complaint, notice,
order, writ, injunction, claims, liens, encumbrances, penalties or fines made or threatened by any third party against Trustor or the
Trust Estate relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials (the
matters set forth in clauses (a) and (b) above are hereinafter referred to as “Hazardous Materials Claims”); (c) any
notice or other communication concerning any actual, alleged, suspected or threatened violation of Hazardous Materials Laws, or liability
of Trustor for any losses or damages related thereto in connection with any portion of the Premises or Improvements or past or present
activities of any Person thereon, including, without limitation, any notice or other communication concerning any Hazardous Materials
Claim; (d) Trustor’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Premises
that could cause the Trust Estate or any part thereof to be classified as “border-zone property” under the provisions of California
Health and Safety Code Section 25220, et seq., or any regulation adopted in accordance therewith or which may support a similar
claim or cause of action under the Hazardous Materials Laws; and (e) Trustor’s discovery of any occurrence or condition on the Trust
Estate or any real property adjoining or in the vicinity of the Premises which could subject the Trustor or the Trust Estate to any restrictions
on ownership, occupancy, transferability or use of the Trust Estate under any Hazardous Materials laws. Beneficiary shall have the right
to join and participate in, as a party if it so elects, any settlements, remedial actions, legal proceedings or actions initiated in connection
with any Hazardous Materials Claims and to have its reasonable attorneys’ fees in connection therewith paid by Trustor.


 






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(v) Liens.
Trustor shall not create or suffer to exist with respect to the Premises or permit any of its agents to create or suffer to exist thereon,
any lien, security interest or other charges or encumbrance imposed pursuant to Section 107(0 of the Superfund Amendments and Reauthorization
Act of 1986 (42 U.S.C. Section 9607(0) or any similar state statute or local ordinance.


 


(vi) Environmental
Remedies. Beneficiary may seek a judgment that Trustor has breached its covenants, representations or warranties in this Deed of Trust
or any other covenants, representations or warranties of Trustor contained in the other Loan Documents that are deemed to be environmental
provisions pursuant to California Code of Civil Procedure Section 736 (each an “Environmental Provision”), by
commencing and maintaining an action or actions in any court of competent jurisdiction or utilizing alternative dispute resolution procedures
in accordance with applicable law and the terms of the Loan Documents, pursuant to California Code of Civil Procedure Section 736,
whether commenced prior to or after foreclosure of the lien of this Deed of Trust. Beneficiary or its agents, representatives and employees
may also seek an injunction to cause Trustor to abate any action in violation of any Environmental Provision and may seek the recovery
of all costs, damages, expenses, fees, penalties, fines, judgments, indemnification payments to third parties and other out-of-pocket
costs or expenses actually incurred by Beneficiary (collectively, “Environmental Costs”) incurred or advanced by Beneficiary
relating to the cleanup, remedy or other response action required by any Environmental Laws or which Beneficiary otherwise believes is
reasonably necessary to protect the Premises. It will be conclusively presumed between Beneficiary and Trustor that all Environmental
Costs incurred or advanced by Beneficiary relating to the cleanup, remedy or other response action of or to the Premises were made by
Beneficiary in good faith. All Environmental Costs incurred by Beneficiary under this Section (including, without limitation, court costs,
consultant fees and reasonable attorney costs, whether incurred in litigation and whether before or after judgment) will bear interest
at the Default Interest from the date of expenditure until those sums have been paid in full. Beneficiary will be entitled to bid, at
any trustee’s or foreclosure sale of the Premises, the amount of the costs, expenses and interest in addition to the amount of the
other Obligations. Beneficiary may waive its lien against the Premises or any portion of it, including the Improvements, to the extent
that any of the Premises is found to be environmentally impaired in accordance with California Code of Civil Procedure Section 726.5,
and to exercise all rights and remedies of an unsecured creditor against Trustor and all of Trustor’s assets and property for the
recovery of any deficiency and Environmental Costs, including, but not limited to, seeking an attachment order under California Code of
Civil Procedure Section 483.010. As between Beneficiary and Trustor, for purposes of California Code of Civil Procedure Section 726.5,
Trustor will have the burden of proving that Trustor or any related party (or any affiliate or agent of Trustor or any related party)
was not in any way negligent in permitting the release or threatened release of any environmentally regulated materials.


 






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2.12 Taxes
and Impositions.


 


(i) Trustor
shall pay, or cause to be paid prior to delinquency, all real property taxes and assessments, general and special, and all other taxes
and assessments of any kind or nature whatsoever, including, without limitation, nongovernmental levies or assessments such as maintenance
charges, levies or charges resulting from covenants, conditions and restrictions affecting the Trust Estate, which are assessed or imposed
upon the Trust Estate, or become due and payable, and which create, may create or appear to create a lien upon the Trust Estate, or any
part thereof, or upon any Person, property, equipment or other facility used in the operation or maintenance thereof (all the above collectively
hereinafter referred to as “Impositions”); provided, however, that if, by law any such Imposition is payable, or may
at the option of the taxpayer be paid, in installments, Trustor may pay the same or cause it to be paid, together with any accrued interest
on the unpaid balance of such Imposition, in installments as the same become due and before any fine, penalty, interest or cost may be
added thereto for the nonpayment of any such installment and interest.


 


(ii) If
at any time after the date hereof there shall be assessed or imposed (a) a tax or assessment on the Trust Estate in lieu of or in addition
to the Impositions payable by Trustor pursuant to subsection 2.12(i), or (b) a license fee, tax or assessment imposed on Beneficiary
and measured by or based in whole or in part upon the amount of the outstanding Obligations secured hereby, then all such taxes, assessments
or fees shall be deemed to be included within the term “Impositions” as defined in subsection 2.1.2(i) and Trustor shall pay
and discharge the same as herein provided with respect to the payment of Impositions.


 


If Trustor fails to pay such Impositions
prior to delinquency or if Trustor is prohibited by law from paying such Impositions, Beneficiary may at its option declare all Obligations
secured hereby together with all accrued interest thereon, immediately due and payable. Anything to the contrary herein notwithstanding,
Trustor shall have no obligation to pay any franchise, estate, inheritance, income, excess profits or similar tax levied on Beneficiary
or on interest or other income received by Beneficiary comprising a portion of or in connection with, the Obligations secured hereby.


 


(iii) Subject
to the provisions of subsection 2.12(iv) and upon request by Beneficiary, Trustor shall deliver to Beneficiary prior to the date
upon which any such Imposition is due and payable by Trustor, evidence of payment of such Imposition and within thirty (30) days after
the date upon which any such Imposition is due and payable by Trustor, official receipts of the appropriate taxing authority, or other
proof satisfactory to the Lenders, evidencing the payment thereof


 


(iv) Trustor
shall have the right before any delinquency occurs to contest or object to the amount or validity of any such Imposition by appropriate
proceedings, but this shall not be deemed or construed in any way as relieving, modifying or extending Trustor’s covenant to pay
any such Imposition at the time and in the manner provided in this Section 2.12, unless Trustor has given prior written notice
to Beneficiary of Trustor’s intent to so contest or object to an Imposition, and unless, at Beneficiary’s sole option, (a)
Trustor shall demonstrate to the Lender’s satisfaction that the proceedings to be initiated by Trustor shall conclusively operate
to prevent the sale of the Trust Estate, or any part thereof, to satisfy such Imposition prior to final determination of such proceedings;
or (b) Trustor shall furnish a good and sufficient bond or surety as requested by and satisfactory to the Lenders; or (c) Trustor shall
demonstrate to the Lender’s satisfaction that Trustor has provided a good and sufficient undertaking as may be required or permitted
by law to accomplish a stay of any such sale.


 






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(v) At
any time after an Event of Default under any Loan Document, then upon request by Beneficiary, Trustor shall pay to Beneficiary an initial
cash reserve in an amount adequate to pay all Impositions for the ensuing tax fiscal year and shall thereafter continue to deposit with
Beneficiary, in monthly installments, an amount equal to one-twelfth (1/12) of the sum of the annual Impositions reasonably estimated
by Beneficiary, for the purpose of paying the installment of Impositions next due on the Trust Estate (funds deposited for this purpose
shall hereinafter be referred to as “Impounds”). In-such event Trustor further agrees to cause all bills, statements
or other documents relating to Impositions to be sent or mailed directly to Beneficiary. Upon receipt of such bills, statements or other
documents, and providing Trustor has deposited sufficient Impounds with Beneficiary pursuant to this subsection 2.12(v), Beneficiary
shall promptly pay such amounts as may be due thereunder out of the Impounds so deposited with Beneficiary. If at any time and for any
reason the Impounds deposited with Beneficiary are or will be insufficient to pay such amounts as may then or subsequently be due, Beneficiary
may notify Trustor and upon such notice Trustor shall deposit immediately an amount equal to such deficiency with Beneficiary. Notwithstanding
the foregoing, nothing contained herein shall cause Beneficiary to be deemed a trustee of said funds or to be obligated to pay any amounts
in excess of the amount of funds deposited with Beneficiary pursuant to this subsection 2.12(v). To the extent permitted by law,
Beneficiary may commingle Impounds with its own funds and shall not be obligated to pay or allow any interest on any Impounds held by
Beneficiary pending disbursement or application hereunder. Beneficiary may reserve for future payment of Impositions such portion of the
Impounds as Beneficiary may in its absolute discretion deem proper. Upon an Event of Default, Beneficiary may apply the balance of the
Impounds upon any indebtedness or obligation secured hereby in such order as Beneficiary may determine, notwithstanding that said indebtedness
or the performance of said obligation may not yet be due according to the terms thereof Should Trustor fail to deposit with Beneficiary
(exclusive of that portion of said payments which has been applied by Beneficiary upon any indebtedness or obligation secured hereby)
sums sufficient to fully pay such Impositions at least fifteen (15) days before delinquency thereof, Beneficiary may, at Beneficiary’s
election, but without any obligation so to do, advance any amounts required to make up the deficiency, which advances, if any, shall be
secured hereby and shall be repayable to Beneficiary as herein elsewhere provided, or at the option of Beneficiary the latter may, without
making any advance whatever, apply any Impounds held by it upon any indebtedness or obligation secured hereby in such order as the Lenders
may determine, notwithstanding that said indebtedness or the performance of said obligation may not yet be due according to the terms
thereof. Should any Event of Default occur, Beneficiary may at any time at Beneficiary’s option, apply any sums or amounts in its
hands received pursuant to subsections 2.7(iii) and 2.12(v) hereof, or as rents or income of the Trust Estate or otherwise,
to any indebtedness or obligation of the Trustor secured hereby in such manner and order as Beneficiary may elect, notwithstanding said
indebtedness or the performance of said obligation may not yet be due according to the terms thereof The receipt, use or application of
any such Impounds paid by Trustor to Beneficiary hereunder shall not be construed to affect the maturity of any indebtedness secured by
this Deed of Trust or any of the rights or powers of Beneficiary or Trustee under the terms of the Loan Documents or any of the obligations
of Trustor or any guarantor under the Loan Documents.


 






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(vi) Trustor
shall not suffer, permit or initiate the joint assessment of any real and personal property which may constitute all or a portion of
the Trust Estate or suffer, permit or initiate any other procedure whereby the lien of the real property taxes and the lien of the
personal property taxes shall be assessed, levied or charged to the Trust Estate as single lien.


 


(vii) Trustor
shall cause to be furnished to Beneficiary a tax reporting service covering the Trust Estate of the type, duration and with a company
satisfactory to the Lenders.


 


2.13 Mortgage
Tax. In the event of the passage, after the date of this Deed of Trust, of any law deducting from the value of the Trust Estate for
the purpose of taxation any lien thereon or changing in any way the laws now in force for the taxation of deeds of trust or debts secured
by deeds of trust, or the manner of the collection of any such taxes, so as to affect this Deed of Trust, or imposing payment of the whole
or any portion of any taxes, assessments or other similar charges against the Trust Estate upon Beneficiary, the indebtedness secured
hereby shall become due and payable at the option of the Lenders within sixty (60) days after delivery of written notice to Trustor; provided,
however, that such election by the Lenders shall be ineffective if such law either (a) shall not impose a tax upon the Lenders nor increase
any tax now payable by the Lenders, or (b) shall impose a tax upon the Lenders or increase any tax now payable by the Lenders and prior
to the due date: (A) Trustor is permitted by law and can become legally obligated to pay such tax or the increased portion thereof (in
addition to all interest, additional interest and other charges payable hereunder and under the Loan Documents without exceeding the applicable
limits imposed by the usury laws of the State of California); (B) Trustor does pay such tax or increased portion; and (C) Trustor agrees
with the Lenders and the Beneficiary in writing to pay, or reimburse the Lenders and the Beneficiary for the payment of, any such tax
or increased portion thereof when thereafter levied or assessed against the Trust Estate or any portion thereof The obligations of Trustor
under such agreement shall be secured hereby.


 


2.14 Utilities.
Trustor shall pay when due all utility charges which are Incurred by Trustor for the benefit of the Trust Estate or which may become a
charge or lien against the Trust Estate for gas, electricity, water, sewer or any other utility service furnished to the Trust Estate
and all other assessments or charges of a similar nature, whether public or private, affecting or related to the Trust Estate or any portion
thereof, whether or not such taxes, assessments or charges are or may become liens thereon.


 






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2.15 Actions
Affecting Trust Estate. Trustor shall appear in and contest any action or proceeding purporting to affect the security hereof or the
rights or powers of Beneficiary or Trustee; and shall pay all costs and expenses, including the cost of evidence of title and reasonable
attorneys’ fees, in any such action or proceeding in which Beneficiary or Trustee may appear.


 


2.16 Actions
By Trustee or Beneficiary to Preserve Trust Estate. If Trustor fails to make any payment or to do any act as and in the manner provided
in any of the Loan Documents, Beneficiary and/or Trustee, each in its own discretion, without duty or obligation so to do, without releasing
Trustor from any obligation, and without notice to or demand upon Trustor, may make or do the same in such manner and to such extent as
either may deem necessary to protect the security hereof In connection therewith (without limiting their general powers, whether conferred
herein, in the other Loan Documents, or by law), Beneficiary and Trustee shall have, and are hereby given, the right, but not the obligation,
(a) to enter upon and take possession of the Trust Estate; (b) to make additions, alterations, repairs and improvements to the Trust Estate
which they or either of them may consider necessary or proper to keep the Trust Estate in good condition and repair; (c) to appear and
participate in any action or proceeding affecting or which may affect the security hereof or the rights or powers of Beneficiary or Trustee;
(d) to pay, purchase, contest or compromise any encumbrance, claim, charge, lien or debt which in the judgment of either may affect or
appears to affect the security of this Deed of Trust or be prior or superior hereto; and (e) in exercising such powers, to pay-necessary
expenses, including reasonable attorneys’ fees and costs or other necessary or desirable consultants. Trustor shall, immediately
upon demand therefor by Beneficiary and Trustee or either of them, pay to Beneficiary and Trustee an amount equal to all respective costs
and expenses incurred by such party in connection with the exercise of the foregoing rights, including, without limitation, costs of evidence
of title, court costs, appraisals, surveys and receiver’s, trustee’s and reasonable attorneys’ fees, together with interest
thereon from the date of such expenditures at the maximum rate permitted by applicable law.


 


2.17 Transfer
of Trust Estate by Trustor. Except as otherwise permitted by the Credit Agreement, Trustor shall not transfer all or any portion of
the Trust Estate without obtaining the Lenders’s prior written consent, which consent may be withheld in the Lender’s sole
and absolute discretion. In order to induce Beneficiary to make the Loans secured hereby, Trustor agrees that, in the event of any transfer
of the Trust Estate without the prior written consent of the Lenders, the Lenders shall have the absolute right, at their option, without
prior demand or notice, to declare all sums secured hereby immediately due and payable. Consent to one such transaction shall not be deemed
to be a waiver of any right to require consent to future or successive transactions. The Lenders may grant or deny such consent in its
sole discretion and, if consent should be given, any such transfer shall be subject to this Deed of Trust, and any such transferee shall
assume all obligations hereunder and agree to be bound by all provisions contained herein. Such assumption shall not, however, release
Trustor from any liability thereunder without the prior written consent of the Lenders, As used herein, “transfer” includes
the sale, agreement to sell, transfer, conveyance or hypothecation of the Trust Estate, or any portion thereof or interest therein, whether
voluntary, involuntary, by operation of law or otherwise, the execution of any installment land sale contract or similar instrument affecting
all or a portion of the Trust Estate, or the lease of all or substantially all of the Trust Estate.


 






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2.18 Full
Performance Required; Survival of Warranties. All representations, warranties and covenants of Trustor contained in any Loan Documents
or incorporated by reference herein, shall survive the execution and delivery of this Deed of Trust and shall remain continuing obligations,
warranties and representations of Trustor so long as any portion of the Obligations, secured by this Deed of Trust remains outstanding.


 


2.19 Preservation
of Trust Estate; Further Assurances. Trustor shall do any and all acts which, from the character or use of the Trust Estate, may be
reasonably necessary to protect and preserve the lien, the priority of the lien and the security of Beneficiary granted herein, the specific
enumerations herein not excluding the general. Without limiting the foregoing, Trustor agrees to execute such documents and take such
action as the Lenders shall determine to be necessary or desirable to further evidence, perfect or continue the perfection and/or the
priority of the lien and security interest granted by Trustor herein.


 


2.20 Compliance
With Premises Restrictions. Trustor will faithfully perform each and every covenant to be performed by Trustor under any lien or encumbrance
upon or affecting the Trust Estate, including, without limiting the generality hereof, mortgages, deeds of trust, leases, declaration
of covenants, easements, conditions and/or restrictions and other agreements which affect the Premises, in law or in equity and never
permit the same to go into default. A default or delinquency under any material lien or encumbrance (as determined by the Lenders in their
sole and absolute discretion) which is superior to this Deed of Trust (“Superior Lien”) shall automatically and immediately
constitute a default under this Deed of Trust. The Lenders are hereby authorized to advance (Third party Beneficiaries have no authority
to advance funds), at their option, all sums necessary to keep any Superior Lien in good standing, and all sums so advanced, together
with interest thereon at the Agreed Rate permitted by applicable law, shall be repayable to the Lenders as in the case of other advances
made by the Lenders hereunder. Trustor agrees that it shall not make any agreement with the holder of any Superior Lien which shall in
any way modify, change, alter or extend any of the terms or conditions of such Superior Lien, nor shall Trustor request or accept any
future advances under such Superior Lien, without the express written consent of the Lenders.


 


2.21 Eminent
Domain. In the event that any proceeding or action be commenced for the taking of the Trust Estate or any part thereof or interest
therein for public or quasi-public use under the power of eminent domain, condemnation or otherwise, or if the same be taken or damaged
by reason of any public improvement or condemnation proceeding, or in any other manner, or should Trustor receive any notice or other
information regarding such proceeding, action, taking or damage, Trustor shall give prompt written notice thereof to Beneficiary. Any
net proceeds received by or on behalf of Trustor in respect of any such proceeding, action, taking or damage shall be applied in accordance
with Section 2.6(b) of the Credit Agreement.


 


2.22 Additional
Security. All right, title and interest of Trustor in and to all extensions, improvements, renewals, substitutes and replacements
of the Trust Estate, and all additions and appurtenances thereto, hereafter acquired by or released to Trustor or constructed, assembled
or placed by Trustor on the Premises and all conversions of the security constituted thereby, immediately upon such acquisition, release,
construction, assembling, placement or conversion, as the case may be, and in each such case, without any further deed of trust, conveyance,
assignment or other act by Trustor, shall become subject to the lien of this Deed of Trust, as fully and completely, and with the same
effect, as though now owned by Trustor. No other security now existing, or hereafter taken, to secure the obligations secured hereby shall
be impaired or affected by the execution of this Deed of Trust, and all additional security shall be taken, considered and held as cumulative.
The taking of additional security, execution of partial releases of the security, or any extension of the time of payment of the indebtedness
shall not diminish the force, effect or lien of this Deed of Trust and shall not affect or impair the liability at any time holds additional
security for any of the obligations secured hereby, it may enforce the sale thereof or otherwise realize upon the same, at its option,
either before, concurrently, or after a sale is made hereunder.


 






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2.23 Assignment
of Contracts. In addition to any other grant, transfer or assignment effectuated hereby, without in any manner limiting the generality
of the grants given above, Trustor shall assign to Beneficiary, as security for the indebtedness secured hereby, Trustor’s interest
in all agreements, contracts, leases, licenses and permits affecting the Premises and Improvements in any manner whatsoever, such assignments
to be made, if so requested by the Lenders, by instruments in form satisfactory to the Lenders. No such assignment shall be construed
as a consent by Beneficiary to any agreement, contract, license or permit so assigned, or to impose upon Beneficiary any obligations with
respect thereto.


 


2.24 Appointment
of Successor Trustee. Beneficiary may, from time to time, by a written instrument executed and acknowledged by Beneficiary, mailed
to Trustor and recorded in the county in which the Trust Estate is located and by otherwise complying with the provisions of applicable
law, at any time and from time to time, substitute a successor or successors to any Trustee named herein or acting hereunder. The power
of appointment of a successor Trustee may be exercised as often as and whenever Beneficiary may choose, and the exercise of the power
of appointment, no matter how often, shall not be an exhaustion thereof Said successor shall, without conveyance from the Trustee predecessor,
succeed to all title, estate, rights, powers and duties of said predecessor. Whenever in this Deed of Trust reference is made to Trustee,
it shall be construed to mean each Person appointed as Trustee for the time being, whether original or successor in trust.


 


2.25 Trustee’s
Powers. At any time, or from time to time, without liability therefor and without notice, upon written request of Beneficiary and
presentation of this Deed of Trust and the Credit Agreement secured hereby and without affecting the personal liability of any Person
for payment of the indebtedness secured hereby or the effect of this Deed of Trust upon the remainder of said Trust Estate, Trustee may
(a) reconvey any part of said Trust Estate, (b) consent in writing to the making of any map or plat thereof, (c) join in granting any
easement thereon, or (d) join in any extension agreement or any agreement subordinating the lien or charge hereof


 


2.26 Beneficiary’s
Powers. Without affecting the liability of any other Person liable for the payment of any obligation herein mentioned, and without
affecting the lien or charge of this Deed of Trust upon any portion of the Trust Estate not then or theretofore released as security for
the full amount of all unpaid obligations, Beneficiary (acting at the direction of the Lenders in accordance with the Credit Agreement)
may, from time to time and without notice (a) release any Person so liable, (b) extend the maturity or alter any of the terms of any such
obligation, (c) grant other indulgences, (d) release or reconvey, or cause to be released or reconveyed at any time at Beneficiary’s
option any parcel, portion or all of the Trust Estate, (e) take or release any other or additional security for any obligation herein
mentioned, or (0 make compositions or other arrangements with debtors in relation thereto.


 






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2.27 Leases.


 


(i) Trustor
shall provide Beneficiary with true, correct and complete copies of all material Leases, together with such other information relating
to the Leases, as the Lenders shall reasonably request. Except as otherwise permitted under the Credit Agreement, Trustor shall not accept
prepayments of rent for any period in excess of three (3) months and shall perform all covenants of the lessor under all Leases affecting
the Trust Estate. Leases, as used herein, includes any extensions or renewals thereof and any amendments thereto. Trustor shall perform
and carry out all of the provisions of the Leases to be performed by Trustor and shall appear in and defend any action in which the validity
of any Lease is at issue and commence and maintain any action or proceeding necessary to establish or maintain the validity of any lease
and to enforce the provisions thereof,


 


(ii) If
a leasehold estate constitutes a portion of the Trust Estate, then, except as otherwise permitted under the Credit Agreement, Trustor
agrees not to amend, change, terminate or modify such leasehold estate or any interest therein without the prior written consent of the
Lenders. Consent to one amendment, change, agreement or modification shall not be deemed to be a waiver of the right to require consent
to other, future or successive amendments, changes, agreements or modifications. Trustor agrees to perform all obligations and agreements
under said leasehold and shall not take any action or omit to take any action which would affect or permit the termination of said leasehold.
Trustor agrees to promptly notify Beneficiary’ in writing with respect to any default or alleged default by any party thereto and
to deliver to Beneficiary copies of all notices, demands, complaints or other communications received or given by Trustor with respect
to any such default or alleged default. Beneficiary shall have the option to cure any such default and to perform any or all of Trustor’s
obligations thereunder. All sums expended by Beneficiary in curing any such default shall be secured hereby and shall be immediately due
and payable without demand or notice and shall bear interest from date of expenditure at Agreed Rate.


 


(iii) Subject
to the Credit Agreement and except as otherwise permitted under the Credit Agreement, each Lease of any portion of the Trust Estate shall
be absolutely subordinate to the lien of this Deed of Trust, but shall contain a provision satisfactory to the Lenders, and in any event,
each tenant thereunder, by virtue of executing a Lease covering the Premises or any portion thereof, hereby agrees, that in the event
of the exercise of the private power of sale or a judicial foreclosure hereunder, such Lease, at the option of the purchaser at such sale,
shall not be terminated and the tenant thereunder shall attorn to such purchaser and, if requested to do so, shall enter into a new Lease
for the balance of the term of such Lease then remaining upon the same terms and conditions. Each such Lease shall, at the request of
the Lenders, be assigned to Beneficiary upon the Lender’s approved form, and each, such assignment shall be recorded and acknowledged
by the tenant thereunder. Concurrently with the execution of any and all Leases executed after the date hereof, Trustor shall cause the
tenants thereunder to execute a subordination, non-disturbance and attornment agreement in favor of Beneficiary in form and substance
satisfactory to the Lenders and immediately thereafter deliver such agreement to Beneficiary.


 






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2.28 Reimbursement;
Attorneys’ Fees. Trustor shall pay, within five (5) business days of receiving demand for payment, all sums expended or expenses
incurred by Trustee and/or Beneficiary in acting under any of the terms of this Deed of Trust, including, without limitation, any fees
and expenses (including reasonable attorneys’ fees) incurred in connection with any reconveyance of the Trust Estate or any portion
thereof, or to compel payment of the obligations or any portion of the indebtedness evidenced by the Credit Agreement or Loan Documents
or in connection with any default thereunder. Without limiting the generality of the foregoing, upon election of either Beneficiary or
Trustee so to do, employment of an attorney is authorized, and payment by Trustor of all reasonable attorneys’ fees, costs and expenses
in connection with any action and/or actions (including the cost of evidence or search of title) which may be brought for the foreclosure
of this Deed of Trust, and/or for possession of the Trust Estate covered hereby, and/or for the appointment of a receiver, and/or for
the enforcement of any covenant or right in this Deed of Trust contained as hereinafter provided, shall be secured hereby. As used herein,
the terms “attorneys’ fees” or “attorneys’ fees and costs” shall mean the fees and expenses of counsel
to the parties hereto, which may include printing, photostating, duplicating and other expenses, air freight charges, and fees billed
for law clerks, paralegals, librarians and others not admitted to the bar but performing services under the supervision of an attorney.
The terms “attorneys’ fees” or “attorneys’ fees and costs” shall also include, without limitation,
all such fees and expenses incurred with respect to appeals, arbitrations, judicial or nonjudicial foreclosure and bankruptcy proceedings,
and whether or not any action or proceeding is brought with respect to the matter for which such fees and expenses were incurred.


 


2.29 Title.
Trustor has good and marketable title to the Trust Estate subject to no lien, charge or encumbrance except as permitted by the Beneficiary
in accordance with the terms of the Credit Agreement. This Deed of Trust is and will remain a valid and enforceable lien on the Trust
Estate subject only to the exceptions referred to above. Trustor will preserve its interest in and title to the Trust Estate and will
forever warrant and defend the same to Trustee and Beneficiary and will forever warrant and defend the validity and priority of the lien
hereof against the claims of all persons and parties whomsoever. Trustor shall promptly and completely observe, perform, and discharge
each and every obligation, covenant and agreement affecting the Trust Estate whether the same is prior and superior or subject and subordinate
hereto including, if the security hereunder is or will be a condominium, community apartment, stock cooperative, or part of a planned
development, each and every provision under any declaration of covenants, conditions and restrictions pertaining thereto.


 






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ARTICLE
III

ASSIGNMENT OF RENTS, ISSUES AND PROFITS


 


3.1 Assignment
to Beneficiary; License. Trustor hereby absolutely and irrevocably grants, sells, assigns, transfers and sets over to Beneficiary
all of the Rents derived from any Lease, now existing or hereafter created and affecting all or any portion of the Trust Estate or the
use or occupancy thereof, together with (i) all of Trustor’s rights, titles and interests in the Leases including all modifications,
amendments, extensions and renewals of the Leases (whether heretofore or hereafter entered into) and all rights and privileges incident
thereto; and (ii) all security deposits, guaranties and other security now or hereafter held by Trustor as security for the performance
of the obligations of the tenants under the Leases. This assignment of rents is intended by Trustor and Beneficiary to create and shall
be construed to create an absolute assignment to Beneficiary of all of Trustor’s rights, titles and interests in the Rents and in
the Leases and shall not be deemed an assignment for additional security for the Obligations. Trustor irrevocably appoints Beneficiary
its true and lawful attorney, at the option of Beneficiary at any time, to demand, receive and enforce payment, to give receipts, releases
and satisfactions, and to sue, either in the name of the of Trustor or in the name Beneficiary, for all such income, rents, issues, deposits,
profits and proceeds and apply the same to the indebtedness secured hereby. Trustor and Beneficiary further agree that, during the term
of this assignment the Rents shall not constitute property of Trustor (or of any estate of Trustor) within the meaning of 11 U.S.C. §541,
as amended from time to time. By its acceptance of this assignment and so long as an Event of Default shall not have occurred and be continuing
under the Loan Documents, Beneficiary hereby grants to Trustor a revocable license to enforce the Leases, to collect the Rents, to apply
the Rents to the payment of the costs and expenses incurred in connection with the development, construction, operation, maintenance,
repair and restoration of the Trust Estate and to any indebtedness secured thereby and to distribute the balance, if any, to Trustor as
may be permitted by the terms of the Loan Documents.


 


3.2 Revocation
of License. Upon the occurrence of an Event of Default and at any time thereafter during the continuance thereof, Beneficiary shall
have the right to revoke the license granted to Trustor hereby by giving written notice of such revocation to Trustor. Upon such revocation,
Trustor shall promptly deliver to Beneficiary the original copies of all Leases and all Rents then held by Trustor and Beneficiary shall
thereafter be entitled to enforce the Leases, to collect and receive, without deduction or offset, all Rents payable thereunder, including
but not limited to, all Rests which were accrued and unpaid as of the date of such revocation and to apply such Rents as provided in the
Loan Documents. Trustor hereby irrevocably constitutes and appoints Beneficiary its true and lawful attorney-in-fact to enforce, in Trustor’s
name or in Beneficiary’s name or otherwise, all rights of Trustor in the instruments, including without limitation checks and money
orders, tendered as payments of Rents and to do any and all things necessary and proper to carry out the purposes hereof


 


3.3 Election
of Remedies. Upon the occurrence of an Event of Default hereunder, Beneficiary may, at its option, exercise (or cause the Trustee
to exercise) its rights hereunder. If Beneficiary elects to exercise its rights hereunder, Beneficiary or Trustee may, at any time without
notice, either in person, by agent or by a receiver appointed by a court, enter upon and take possession of all or any portion of the
Trust Estate, enforce all Leases, collect all Rents, including those past due and unpaid, and apply the same to the costs and expenses
of operation and collection, including, without limitation, reasonable attorneys’ fees, and to any indebtedness then secured hereby,
in such order as Beneficiary may determine. In connection with the exercise by Beneficiary of its rights hereunder, Trustor agrees that
Beneficiary shall have the right to specifically enforce such rights and to obtain the appointment of a receiver in accordance with the
provisions of Section 4.2 hereof without regard to the value of the Trust Estate or the adequacy of any security for the Obligations
then secured hereby. The collection of such Rents, or the entering upon and taking possession of the Trust Estate, or the application
thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done in response to such
default or pursuant to such notice of default.


 






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ARTICLE IV

EVENTS OF DEFAULT AND REMEDIES


 


4.1 Events
of Default. The occurrence of any one or more of the following shall constitute an “Event of Default” under this
Deed of Trust:


 


(a) failure
to pay any monies, obligations or other consideration when due under the Credit Agreement, this Deed of Trust or any other Loan Document,
subject to any applicable notice and cure period;


 


(b) except
with respect to the payment of monies or the specific items set forth in this Section 4.1, failure to comply with, perform or observe
any of the covenants made by Trustor in this Deed of Trust and such failure continues for more than thirty (30) days following Trustor’s
receipt of notice of default (provided, however, if the breach is not reasonably capable of cure within such thirty (30) day period, Trustor
shall not be in default of this Deed of Trust if Trustor (i) promptly commences to cure the breach within the thirty (30) day period,
(ii) diligently and in good faith continues to cure the breach, and (3) cures such breach within ninety (90) days of the notice of default);


 


(c) failure
to comply with, perform or observe any obligation or condition of any of the other Loan Documents within the time periods specified therein
and the expiration of any applicable notice and cure period set forth thereunder, if any;


 


(d) any
representation, warranty, statement, certificate, schedule or report furnished by Trustor under or in connection with the Loan Documents,
whether given hereunder or any other Loan Document or otherwise, shall prove to have been inaccurate in any material respect on or as
of the date deemed made;


 


(e) the
occurrence of a default under Section 7 of the Credit Agreement, subject to any applicable notice and cure period thereunder.


 


(f) failure
to procure or maintain any insurance policies which are determined to be material, as determined by Beneficiary in its sole and absolute
discretion;


 


(g) if
Trustor violates or does not comply with any of the provisions of subsection 5.4(ii) hereof;


 


(h) a
default occurs under any of the other Loan Documents and such default is not cured within the applicable notice and cure period, if any;
or


 


(i) if
the Premises or Improvements become subject to any lien, other than a lien permitted pursuant to Section 6.2 of the Credit Agreement.


 






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4.2 Remedies.
Upon the occurrence of any Event of Default, Trustee and Beneficiary shall have the following rights and remedies:


 


(i) Beneficiary
may declare the entire principal amount then outstanding (if not then due and payable) pursuant to the Credit Agreement, and accrued but
unpaid interest thereon, to be due and payable immediately, and, notwithstanding the stated maturity in the Credit Agreement or any other
term or provision of the Loan Documents or this Deed of Trust to the contrary, the outstanding principal amount of the Loan Documents
and the accrued but unpaid interest thereon shall become and be immediately due and payable.


 


(ii) Irrespective
of whether Beneficiary exercises the option provided in Section 4.2(i) above, Beneficiary in person or by agent may, without any
obligation so to do and without notice or demand upon Trustor and without releasing Trustor from any obligation hereunder: (a) make any
payment or do any act which Trustor has failed to make or do; (b) enter upon, take possession of, manage and operate the Trust Estate
or any part thereof; (c) make or enforce, or, if the same be subject to modification or cancellation, modify or cancel any Leases of the
Trust Estate or any part thereof upon such terms or conditions as Beneficiary deems proper; (d) obtain and evict tenants, and fix or modify
rents, make repairs and alterations and do any acts which Beneficiary deems proper to protect the security hereof; and (e) with or without
taking possession, in its own name or in the name of Trustor, sue for or otherwise collect and receive rents, royalties, issues, profits,
revenue, income and other benefits, including those past due and unpaid, and apply the same less costs and expenses of operation and collection,
including reasonable attorneys’ fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. Upon
request of Beneficiary, Trustor shall assemble and make available to Beneficiary at the Premises any of the Trust Estate which has been
removed therefrom. The entering upon and taking possession of the Trust Estate, the collection of any rents, royalties, issues, profits,
revenue, income or other benefits and the application thereof as aforesaid shall not cure or waive any default theretofore or thereafter
occurring or affect any notice of default hereunder or invalidate any act done pursuant to any such notice; and, notwithstanding continuance
in possession of the Trust Estate, or any part thereof, by Beneficiary, Trustee or a receiver, and the collection, receipt and application
of rents, royalties, issues, profits, revenue, income or other benefits, Beneficiary shall be entitled to exercise every right provided
for in this Deed of Trust or by law upon or after the occurrence of an Event of Default, including the right to exercise the power of
sale. Any of the actions referred to in this Section 4.2(ii) may be taken by Beneficiary, either in person or by agent, with or
without bringing any action or proceeding, or by a receiver appointed by a court, and any such action may also be taken irrespective of
whether any notice of default or election to sell has been given hereunder and without regard to the adequacy of the security for the
indebtedness hereby secured. Further, Beneficiary, at the expense of Trustor, either by purchase, repair or construction, may from time
to time maintain and restore the Trust Estate or any part thereof and complete construction of the Improvements uncompleted as of the
date thereof and in the course of such, completion may make such changes in the contemplated Improvements as Beneficiary may deem desirable
and may insure the same.


 






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(iii) Beneficiary
shall be entitled, without notice and to the full extent provided by law, to the appointment by a court having jurisdiction of a receiver
to take possession of and protect the Trust Estate or any part thereof, and operate the same and collect the Rents.


 


(iv) Beneficiary
may bring an action in any court of competent jurisdiction to foreclose this Deed of Trust or enforce any of the terms, covenants and
conditions hereof or contained in any other Loan Document.


 


(v) Beneficiary
may elect to cause the Trust Estate or any part or parts thereof to be sold as follows:


 


(a) Beneficiary
may proceed as if all of the Trust Estate were real property in accordance with subparagraph (d) below, or Beneficiary may elect to treat
any of the Trust Estate which consists of a right in action or which is property that can be severed from the Premises or the Improvements
without causing structural damage thereto as if the same were personal property, and dispose of the same in, accordance with subparagraph
(c) below, separate and apart from the sale of real property, the remainder of the Trust Estate being treated as real property.


 


(b) Beneficiary
may cause any such sale or other disposition to be conducted immediately following the expiration of any grace period herein provided
(or immediately upon the expiration of any redemption or reinstatement period required by law) or Beneficiary may delay any such sale
or other disposition for such period of time as Beneficiary deems to be in its best interest. Should Beneficiary desire that more than
one (1) such sale or other disposition be conducted, Beneficiary may, at its option, cause the same to be conducted simultaneously, or
successively, on the same day, or at such different days or times and in such order as the Lenders may deem to be in their best interest.


 


(c) Should
Beneficiary elect to cause any of the Trust Estate to be disposed of as personal property as permitted by subparagraph (a) above, it may
dispose of any part thereof in any manner now or hereafter permitted by the California Commercial Code, the commercial code of the state
in which any of the Trust Estate is located or in accordance with any other remedy provided by law. Any such disposition may be conducted
by an employee or agent of Beneficiary or Trustee. Both Trustor and Beneficiary shall be eligible to purchase any part or all of such
property at any such disposition. Any such disposition may be either public or private as Beneficiary may elect, subject to the provisions
of the California Commercial Code or the commercial code of the state in which any of the Trust Estate is located. Beneficiary shall have
all of the rights and remedies of a Secured Party under the California Commercial Code or the commercial code of the state in which any
of the Trust Estate is located. Expenses of retaking, holding, preparing for sale, selling or the like shall include Beneficiary’s
reasonable attorneys’ fees and legal expenses, and upon such default, Trustor, upon demand of Beneficiary, shall assemble such personal
property and make it available to Beneficiary at the Premises, a place which is hereby deemed reasonably convenient to Beneficiary and
Trustor. Beneficiary shall give Trustor at least five (5) days’ prior written notice of the time and place of any public sale or
other disposition of such property or of the time at or after which any private sale or any other intended disposition is to be made,
and if such notice is sent to Trustor, in the manner provided for the mailing of notices herein, it shall constitute reasonable notice
to Trustor. By exercising any of Beneficiary’s rights or remedies under the California Commercial Code, Trustor acknowledges and
agrees that Beneficiary shall not be deemed to have exercised any equitable right of setoff, foreclosed any statutory banker’s lien,
initiated or prosecuted any “action” to enforce the rights and obligations secured by this Deed of Trust, or the Loan Documents,
as the term “action” is used in California Code of Civil Procedure Section 726, or to have violated the “security first”
principle of California Code of Civil Procedure Section 726. Accordingly, the exercise of any or all of Beneficiary’s rights and
remedies under the California Commercial Code shall not in any way prejudice or affect Beneficiary’s right to initiate and complete
a judicial or non-judicial foreclosure under this Deed of Trust.


 






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(d) Should
Beneficiary elect or be directed to sell the Trust Estate or any part thereof which is real property or which Beneficiary has elected
to treat as real property, upon such election, Beneficiary or Trustee shall give such notice of default election to sell as may then be
required by law and by any Loan Document. Thereafter, upon the expiration of such time and the giving of such notice of sale as may then
be required by law, and without the necessity of any demand on Trustor, Trustee, at the time and place specified in the notice of sale,
shall sell the Trust Estate, or any portion thereof specified by Beneficiary, at public auction to the highest bidder for cash in lawful
money of the United States or any other form of consideration acceptable to Beneficiary, subject, however, to the provisions of Section
4.2(vii). Trustee may, and upon request of Beneficiary shall, from time to time postpone the sale of all or any portion of the Trust
Estate by public announcement at the time and place of such sale, and from time to time thereafter may postpone such sale by public announcement
at the time fixed by the preceding postponement or subsequently noticed sale, and without further notice make such sale at the time fixed
by the last postponement, or may, in its discretion, give a new notice of sale. If the Trust Estate consists of several lots or parcels,
Beneficiary may direct that the same be sold as a unit or be sold separately and, if to be sold separately, Beneficiary may designate
the order in which such lots or parcels shall be offered for sale or sold. Any Person, including Trustor, Trustee or Beneficiary, may
purchase at the sale. Upon any sale, Trustee shall execute and deliver to the purchaser or purchasers a deed or deeds conveying the property
so sold, but without any covenant or warranty whatsoever, express or implied, whereupon such purchaser or purchasers shall be let into
immediate possession.


 


(e) Beneficiary,
from time to time before any Trustee’s sale as provided herein, may rescind any notice of default and election to sell or notice
of sale by executing and delivering to Trustee a written notice of such rescission, which such notice, when recorded, shall constitute
a cancellation of any prior declaration of default and demand for sale. The exercise by Beneficiary of such right of rescission shall
not constitute a waiver of any breach or default then existing or subsequently occurring, or impair the right of Beneficiary to execute
and deliver to Trustee, as above provided, other declarations or notices of default and demand for sale of the Trust Estate to satisfy
the obligations hereof, nor otherwise affect any provision, covenant or condition of any Loan Document


 






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(f) In
the event of a sale or other disposition of the Trust Estate, or any part thereof, and the execution of a deed or other conveyance pursuant
thereto, the recitals therein offsets, such as default, the giving of notice of default and notice of sale, demand that such sale should
be made, postponement of sale, terms of sale, sale, purchase, payment of purchase money and other facts affecting the regularity or validity
of such sale or disposition, shall be conclusive proof of the truth of such facts and any such deed or conveyance shall be conclusive
against all persons as to such facts recited therein.


 


(g) The
acknowledgment of the receipt of the purchase money, contained in any deed or conveyance executed as aforesaid, shall be sufficient discharge
to the grantee of all obligations to see to the proper application of the consideration therefor as hereinafter provided. The purchaser
at any trustee’s or foreclosure sale hereunder may disaffirm any easement granted or rental or lease contract made in violation
of any provision of this Deed of Trust and may take immediate possession of the Trust Estate free from, and despite the terms of, such
grant of easement and rental or lease contract.


 


(h) Upon
the completion of any sale or sales made by Trustee or Beneficiary, as the case may be, under or by virtue of this Article 4, Trustee
or any officer of any court empowered to do so, shall execute and deliver to the accepted purchaser or purchasers a good and sufficient
instrument, or good and sufficient instruments, conveying, assigning and transferring all estate, right, title and interest in and to
the property and rights sold. Trustee is hereby irrevocably appointed the true and lawful attorney-in-fact of Trustor in its name and
stead to make all necessary conveyances, assignments, transfers and deliveries of the Trust Estate or any part thereof and the rights
so sold and for that purpose Trustee may execute all necessary instruments of conveyance, assignment and transfer, and may substitute
one or more persons with like power, Trustor hereby ratifying and confirming all that its said attorney or any substitute or substitutes
shall lawfully do by virtue hereof Nevertheless, Trustor, if so requested by Trustee or Beneficiary, shall ratify and confirm any such
sale or sales by executing and delivering to Trustee or to such purchaser or purchasers all such instruments as may be advisable in the
judgment of Trustee or Beneficiary, for the purpose as may be designated in such request. The foregoing power of attorney is coupled with
an interest and cannot be revoked. Any such sale or sales made under or by virtue of this Article 4, whether made under the power
of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, shall operate
to divest all of the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Trustor in and to the
properties and rights so sold, and shall be a perpetual bar, both at law and in equity, against Trustor and any and all persons claiming
or who may claim the same, or any part thereof, from, through or under Trustor.


 






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(i) Trustor
hereby expressly waives any right which it may have to direct the order in which any of the Trust Estate shall be sold in the event of
any sale or sales pursuant hereto.


 


(vi) The
purchase money, proceeds or avails of any sale made under or by virtue of this Article 4, together with all other sums which may
then be held by Trustee or Beneficiary under this Deed of Trust, whether under the provisions of this Article 4, or otherwise, shall be
applied as follows:


 


FIRST: To the payment of the costs and
expenses of the sale, including reasonable compensation to Trustee and Beneficiary, their agents and counsel, and of any judicial proceedings
wherein the same may be made and to the payment of all expenses, liabilities and advances made or incurred by Trustee under this Deed
of Trust, together with interest as specified in the Credit Agreement on all advances made by Trustee and all taxes or assessments, except
for any taxes, assessments or other charges subject to which the Trust Estate shall have been sold, and further including all costs of
publishing, recording, mailing and posting notice, the cost of any search and/or other evidence of title procured in connection therewith
and the cost of any revenue stamps on any deed of conveyance.


 


SECOND: To the payment of any and all
sums expended under the terms hereof; not then repaid, with accrued interest as specified in the Credit Agreement and all other sums required
to be paid by Trustor pursuant to any provisions of this Deed of Trust or of the Credit Agreement or of any other Loan Document, including
all expenses, liabilities and advances made or incurred by Beneficiary under this Trust Estate or in connection with the enforcement hereof,
together with interest as specified in the Credit Agreement on all advances.


 


THIRD: To the payment of the principal
and interest then due, owing and unpaid upon the Credit Agreement, with interest on the unpaid principal as specified therein from the
due date of any such payment of principal until the same is paid.


 


FOURTH: The remainder, if any, to the
Person or Persons legally entitled thereto.


 


(vii) Upon
any sale or sales made under or by virtue of this Article 4, whether made under the power of sale herein granted or under or by
virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, Beneficiary may bid for and acquire the Trust Estate
or any part thereof and, in lieu of paying cash therefor, may make settlement for the purchase price by crediting upon the indebtedness
or other sums secured by this Deed of Trust the net sales price after deducting therefrom the expenses of sale and the costs of the judicial
proceedings, if any, and any other sums which Trustee or Beneficiary is authorized to deduct under this Deed of Trust or the Loan Documents,
and, in such event, this Deed of Trust, the Loan Documents and documents evidencing expenditures secured hereby shall be presented to
the Person or Persons conducting the sale in order that the amount so used or applied may be credited upon said indebtedness as having
been paid.


 






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(viii) Upon
the occurrence of any Event of Default and upon written demand by Beneficiary, Trustor will pay to Beneficiary the entire principal then
outstanding, and all accrued but unpaid interest thereon, and, after the happening of said Event of Default, will also pay to Beneficiary
interest as specified in the Credit Agreement on the then unpaid principal, and the sums required to be paid by Trustor pursuant to any
provision of this Deed of Trust, or any other Loan Document and in addition thereto such further amount as shall be sufficient to cover
the costs and expenses of collection, including reasonable compensation to Trustee and Beneficiary hereunder. In the event Trustor shall
fail forthwith to pay such amounts upon such demand, Beneficiary shall be entitled and empowered to institute such action or proceedings
at law or in equity as may be advised by its counsel for the collection of the sums so due and unpaid, and may prosecute any such action
or proceedings to judgment or final decree, and may enforce any such judgment or final decree against Trustor and collect, out of the
property of Trustor wherever situated, as well as out of the Trust Estate, in any manner provided by law, moneys adjudged or decreed to
be payable.


 


(a) Beneficiary
shall be entitled to recover judgment as aforesaid either before or after or during the pendency of any proceedings for the enforcement
of the provisions of this Deed of Trust, and the right of Beneficiary to recover such judgment shall not be affected by any entry or sale
hereunder, or by the exercise of any other right, power or remedy for the enforcement of the provisions of this Deed of Trust, or the
foreclosure of the lien hereof; and in the event of a sale of the Trust Estate, and of the application of the proceeds of sale, as in
this Deed of Trust provided, to the payment of the debt hereby secured, Beneficiary shall be entitled to enforce payment of, and to receive
all amounts then remaining due and to enforce payment of all other charges, payments and costs due under this Deed of Trust, and shall
be entitled to recover judgment for any portion of the debt remaining unpaid, with interest. In case of proceedings against Trustor in
insolvency or bankruptcy or any proceedings for the reorganization of Trustor or involving the liquidation of its assets, Beneficiary
shall be entitled to prove the whole amount of principal and interest due pursuant to the Loan Documents to the full amount thereof, and
all other payments, charges and costs due under this Deed of Trust or any other Loan Document.


 


(b) No
recovery of any judgment by Beneficiary and no levy of an execution under any judgment upon the Trust Estate or upon any other property
of Trustor shall affect, in any manner or to any extent, the lien of this Deed of Trust upon the Trust Estate or any part thereof, or
any liens, rights, powers, or remedies of Trustee or Beneficiary hereunder, but such liens, rights, powers and remedies of Trustee and
Beneficiary shall continue unimpaired as before.


 


(c) Any
moneys thus collected by Beneficiary under this Section 4.2(viii) shall be applied by Beneficiary in accordance with the provisions
of Section 4.2 (vi).


 






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(ix) Upon
the commencement of any action, suit or other legal proceedings by Beneficiary to obtain judgment for the principal of, or interest on
sums required to be paid by Trustor pursuant to any provision of this Deed of Trust, or of any other nature in aid of the enforcement
of the Loan Documents or of this Deed of Trust, Trustor, to the fullest extent permitted by law, will and does hereby (a) waive the issuance
and service of process and enter its voluntary appearance in such action, suit or proceedings, and (b) if required by Beneficiary, consent
to the appointment of a receiver or receivers of the Trust Estate and of all the Rents. After the happening of any Event of Default, or
upon the commencement of any proceedings to foreclose this Deed of Trust or to enforce the specific performance hereof or in aid thereof
or upon the commencement of any other judicial proceedings to enforce any right of Trustee or Beneficiary, Trustee or Beneficiary shall
be entitled forthwith, as a matter of right, if either shall so elect, without the giving of notice to any other party and without regard
to the adequacy of the security of the Trust Estate, either before or after declaring the unpaid principal of the Loan Documents to be
due and payable, to the appointment of such a receiver or receivers.


 


(x) Notwithstanding
the appointment of any receiver, liquidator or trustee of Trustor, or of any of its property, or of the Trust Estate or any part thereof,
Trustee and Beneficiary shall be entitled to retain possession and control of all property now or hereafter held under this Deed of Trust,
including, but not limited to, the Rents.


 


(xi) No
remedy herein conferred upon or reserved to Trustee or Beneficiary is intended to be exclusive of any other remedy herein or by any Loan
Document or by law provided, but each shall be cumulative and shall be in addition to every other remedy given hereunder or by and Loan
Document or now or hereafter existing at law or in equity or by statute. No delay or omission of Trustee or Beneficiary in exercising
any right or power accruing upon any Event of Default shall impair any right or power or shall be construed to be a waiver of any Event
of Default or any acquiescence therein; and every power and remedy given by this Deed of Trust to Trustee or Beneficiary may be exercised
from time to time as often as may be deemed expedient by Trustee or Beneficiary. If there exists additional security for the performance
of the obligations secured hereby, Beneficiary, or its assigns, at its sole option, and without limiting or affecting any of the rights
or remedies hereunder, may exercise any of the rights and remedies to which it may be entitled hereunder either concurrently with whatever
rights it may have in connection with such, other security or in such order as it may determine. Nothing in this Deed of Trust or any
other Loan Documents shall affect the obligation of Trustor to pay the principal of, and interest as specified in the Credit Agreement
in the manner and at the time and place therein respectively expressed. Notwithstanding any specific provision of this Deed of Trust,
any remedial action taken by Beneficiary or Trustee under this Deed of Trust shall be conducted in accordance with applicable California
law.


 


(xii) To
the fullest extent permitted by applicable law, Trustor will not at any time insist upon, or plead, or in any manner whatsoever claim
or take any benefit or advantage of any stay or extension or moratorium law or law pertaining to the marshaling of assets, the administration
of estates of decedents, any exemption from execution or sale of the Trust Estate or any part thereof, including exemption of homestead,
wherever enacted, now or at any time hereafter in force, which may affect the covenants and terms of performance of this Deed of Trust,
nor claim, take or insist upon any benefit or advantage of any law now or hereafter in force providing for the valuation or appraisal
of the Trust Estate, or any part thereof, prior to any sale or sales thereof which may be made pursuant to any provision herein, or pursuant
to the decree, judgment or order of any court of competent jurisdiction; nor after any such sale or sales, claim or exercise any right
under any statute heretofore or hereafter enacted to redeem the property so sold or any part thereof, and Trustor hereby expressly waives
all benefit or advantage of any such law or laws, and covenants not to hinder, delay or impede the execution of any power herein granted
or delegated to Trustee or Beneficiary, but to suffer and permit the execution of every power as though no such law or laws had been made
or enacted. Trustor, for itself and all who claim under it, hereby waives, to the extent that it lawfully may, all right to have the Trust
Estate marshaled upon any sale or foreclosure hereunder.


 


(xiii) Upon
the occurrence of any Event of Default and pending the exercise by Trustee or Beneficiary or their agents or attorneys of their right
to exclude Trustor from all or any part of the Trust Estate, Trustor agrees to vacate and surrender possession of the Trust Estate to
Trustee or Beneficiary, as the case may be, or to a receiver, if any, and in default thereof may be evicted by any summary action or proceeding
for the recovery of possession of leased premises for nonpayment of rent, however designated.


 






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(xiv) In
the event ownership of the Trust Estate or any portion thereof becomes vested in a Person other than the Trustor herein named, Beneficiary
may, without notice to the Trustor herein named, whether or not Beneficiary has given written consent to such change in ownership, deal
with such successor or successors in interest with reference to this Deed of Trust and the indebtedness secured hereby, and in the same
manner as with the Trustor herein named, without in any way vitiating or discharging Trustor’s liability hereunder or for the indebtedness
or obligations hereby secured.


 


(xv) In
the event that there be a Trustee’s sale hereunder and if at the time of such sale Trustor, or its heir, executor, administrator
or assign, be occupying the Premises and Improvements or any part thereof so sold, each and all shall immediately become the tenant of
the purchaser at such sale, which tenancy shall be a tenancy from day to day, terminable at the will of either tenant or landlord, at
a reasonable rental per day based upon the value of the Premises and Improvements, such rental to be due daily to the purchaser. An action
of unlawful detainer shall lie if the tenant holds over after a demand in writing for possession of said Premises and Improvements; and
this agreement and the Trustee’s deed shall constitute a lease and agreement under which any such tenant’s possession arose
and continued.


 


(xvi) Trustor
shall pay immediately, without notice or demand, all costs and expenses in connection with the enforcement of Beneficiary’s rights
under any of the Loan Documents, including, without limitation, reasonable attorneys’ fees, whether or not any suit is filed in
connection with such enforcement; such costs and expenses shall include, without limitation, all costs, reasonable attorneys’ fees
and expenses in connection with any insolvency, bankruptcy, reorganization, arrangement or other similar proceedings involving Trustor
or Trustor’ s obligations under any Loan Document, which in any way affects the exercise by Beneficiary of its rights and remedies
under the Deed of Trust or any other Loan Document.


 


4.3 Avoidance
of Lock-Out Period. Following an Event of Default, if Trustor or anyone on Trustor’s behalf makes a tender of payment of the
amount necessary to satisfy the Obligations secured by this Deed of Trust at any time prior to a foreclosure sale (including, but not
limited to, sale under power of sale under this Deed of Trust), or during any redemption period after foreclosure and such tender of payment
as of the date tendered will constitute a prepayment not permitted by Section 2.3 of the Credit Agreement, then, to the maximum
extent permitted by law, Trustor shall pay Beneficiary, in addition to such tender payment, an amount equal to the greater of (i) three
percent (3%) of all outstanding principal and interest amounts owed under or in connection with the Credit Agreement and (ii) an amount
equal to the excess of (A) the sum of the present values of a series of payments payable at the times and in the amounts equal to the
payments of principal and interest (including, but not limited to the principal and interest payable on the Maturity Date) which would
have been scheduled to be payable after the date of such tender under the Credit Agreement had the Obligations not been accelerated, with
each such payment discounted to its present value at the date of such tender at the rate which when compounded monthly is equivalent to
the Prepayment Rate (as hereinafter defined), over (B) the then principal amount due under the Credit Agreement.


 


The term “Prepayment Rate” means
the bond equivalent yield (in the secondary market) on the United States Treasury Security that as of the Prepayment Rate Determination
Date (hereinafter defined) has a remaining term to maturity closest to, but not exceeding, the remaining term to the Maturity Date, as
most recently published in the “Treasury Bonds, Notes and Bills” section in The Wall Street Journal as of the date of the
related tender of payment. If more than one issue of United States Treasury Securities has the remaining term to the Maturity Date referred
to above, the “Prepayment Rate” shall be the yield on the United States Treasury Security most recently issued as of such
date. The term “Prepayment Rate Determination Date” shall mean the date which is five (5) Business Days prior to the
prepayment date. The rate so published shall control absent manifest error. As used herein, “Business Day” shall mean any
day other than Saturday, Sunday or any other day on which bank are required or authorized to close in California.


 






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ARTICLE
V

MISCELLANEOUS


 


5.1 Amendments.
This Deed of Trust may only be waived, changed, discharged or terminated by an instrument in writing signed by the party against whom
enforcement of any waiver, change, discharge or termination is sought


 


5.2 No
Waiver. By accepting payment of any sum secured hereby after its due date or in an amount less than the sum due, Beneficiary does
not waive its rights either to require prompt payment when due of all other sums so secured or to declare a default as herein provided
for failure to pay the total sum due.


 


5.3 Trustor
Waiver of Rights. Trustor waives to the extent permitted by law, (i) the benefit of all laws now existing or that may hereafter be
enacted providing for any appraisement before sale of any portion of the Trust Estate, (ii) all rights of redemption, valuation, appraisement,
stay of execution, notice of election to mature or declare due the whole of the secured indebtedness and marshalling in the event of foreclosure
of the liens hereby created, and (iii) all rights and remedies which Trustor may have or be able to assert by reason of the laws of the
State of California pertaining to the rights and remedies of sureties; provided, however, nothing contained herein shall be deemed to
be a waiver of Trustor’s rights under Section 2924c of the California Civil Code.


 


5.4 Environmental
Matters.


 


(i) Trustor
agrees to submit from time to time, if requested by Beneficiary, a report, satisfactory to Beneficiary, certifying that the Premises and
the Improvements are not now being used nor been used in the past for any use, generation, transportation, treatment, storage or disposal
of any Hazardous Materials at any time located on or present or under or near the Premises. Beneficiary reserves the right, in its sole
and absolute discretion, to retain, at Trustor’s expense, an independent professional consultant to review any report prepared by
Trustor and/or to conduct its own investigation of the Premises and Improvements for Hazardous Materials. Trustor hereby grants to Beneficiary,
its agents, employees, consultants and contractors the right to enter upon the Premises and Improvements and to perform such tests as
are reasonably necessary to conduct such a review and/or investigation.


 


(ii) Upon
the discovery by Trustor of any event or situation which would render any of the representations, warranties or covenants contained in
Section 2.11 herein above inaccurate in any respect if made at the time of such discovery, Trustor shall promptly notify Beneficiary
of such event or situation and, within fifteen (15) days after discovery, submit to Beneficiary a preliminary written environmental plan
setting forth a general description of such event or situation and the action, if any, that Trustor proposes to take with respect thereto,
including, without limitation, the giving of notice to and receipt of approval from appropriate governmental agencies. Within fifteen
(15) days after submission, of such preliminary report, Trustor shall submit to Beneficiary a final written environmental report, setting
forth a detailed description of such event, or situation and the action that Trustor proposes to take with respect thereto, including,
without limitation, any proposed corrective work, the estimated cost and time of completion, the name of the contractor, a copy of the
construction contract, if any, the governmental agencies contacted, the governmental agencies claiming jurisdiction, the approvals required
from said governmental agencies and the estimated time to obtain said approvals, and such additional data, instruments, documents, agreements
or other materials or information as Trustor may reasonably request. The plan shall be subject to the Lenders’s written approval,
which approval may be granted or withheld in the Lender’s reasonable discretion. Beneficiary shall notify Trustor in writing of
its approval or disapproval of the final plan within fifteen (15) days after receipt thereof by Beneficiary. If Beneficiary disapproves
the plan, Beneficiary’s notice to Trustor of such disapproval shall include a brief explanation of the reasons therefor. Within
fifteen (15) days after receipt of such notice of disapproval. Trustor shall submit to Beneficiary a revised final written environmental
plan that remedies the defects identified by Beneficiary as reasons for Beneficiary’s disapproval of the initial final plan. If
Trustor fails to submit a revised plan to Beneficiary within said fifteen (15) day period, or if such revised plan is submitted to Beneficiary
and Beneficiary disapproves said plan, such failure or disapproval shall, at Beneficiary’s option and upon notice to Trustor, constitute
an Event of Default hereunder, in which event Beneficiary shall have all of the rights and remedies available to it under subsection
4.2(ii). If Beneficiary does not notify Trustor of its approval or disapproval of the final plan or any revisions thereof within fifteen
(15) days after receipt thereof, the plan or revision shall be deemed disapproved. Once any such plan is approved in writing or deemed
approved by Beneficiary, Trustor shall promptly commence all action necessary to implement such plan and to comply with any requirements
and conditions imposed by Beneficiary, and shall diligently and continuously pursue such action to completion in strict accordance with
the terms thereof.


 






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5.5 Notices.
Whenever Trustor, Trustee or Beneficiary shall desire to give or serve any notice, demand, request or other communication with respect
to this Deed of Trust, each such notice, demand, request or communication shall be given in writing (at the address set forth below) by
any of the following means: (a) personal service: (b) electronic communication, whether by telex or telecopying (if confirmed in writing
sent by overnight delivery service); or (c) overnight delivery service (such as FedEx), providing proof of delivery. Such addresses may
be changed by notice to the other parties given in the same manner as provided above. Any notice, demand or request sent pursuant to either
subsection (a) or (b) hereof shall be deemed received upon such personal service or upon dispatch by electronic means, and,
if sent pursuant to subsection (c) shall be deemed received as of the date of delivery (whether accepted or refused) established
by the overnight carrier’s proof of delivery.


 


	To Beneficiary:	
    B. Riley Securities, Inc.

    299 Park Avenue, 21st Floor

    New York, New York 10171

    Attention: Daniel R. Palmadesso

    Telephone: (646) 885-5548

    Email: dpalmadesso@brileyfin.com

	 	 
	

    with a copy to:

     
	
    Morgan, Lewis & Bockius LLP

    1400 Page Mill Road

    Palo Alto, CA 94304

    Attention: Albert Lung

    Telephone: (650) 843-7263

    Email: albert.lung@morganlewis.com

	 	 
	

    To Trustor:

     
	
    Cadiz Inc./Cadiz Real Estate LLC/Octagon
Partners LLC

    550 South Hope Street, Suite 2850,

    Los Angeles, California 90071

    Attention: Chief Financial Officer

    Telephone: 213-271-1600

    Telecopy No.: 213-271-1614

	 	 
	

    with a copy to:

     
	

    Greenberg Traurig LLP

    77 West Wacker Drive, Suite 3100

    Chicago, IL 60601

    Attention: Kevin Friedmann

    Telephone: (312) 456-1072

    Email: friedmannk@gtlaw.com

	 	 
	

    To Trustee:

     
	
    Fidelity National Title Company

    4400 MacArthur Blvd.

    Newport Beach, CA 92660



 






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5.6 Sale
of Participation. Beneficiary may, at any time, sell, transfer, assign or grant participations herein and other Obligations secured
hereby, and Beneficiary may forward to each participant and prospective participant all documents and information which Beneficiary now
has or later may acquire relating to those Obligations and to Trustor, and any partners or joint venturers of Trustor, whether furnished
by Trustor or otherwise, as Beneficiary determines necessary or desirable.


 


5.7 Acceptance
by Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made a public record as provided
by law.


 


5.8 Captions.
The captions or headings at the beginning of each Section hereof are for the convenience of the parties and are not a part of this Deed
of Trust.


 


 


5.9 Affidavit
to Trustee. Trustee, upon presentation to it of an affidavit signed by or on behalf of Beneficiary, setting forth any fact or facts
showing a default by Trustor under any of the terms or conditions of this Deed of Trust, is authorized to accept as true and conclusive
all facts and statement in such affidavit and to act hereunder in complete reliance thereon.


 


5.10 Severability;
Invalidity of Certain Provisions. Every provision of this Deed of Trust is intended to be severable. In the event any term or provision
hereof is declared to be illegal or invalid for any reason whatsoever by a court of competent jurisdiction, such illegality or invalidity
shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. If the
lien of this Deed of Trust is invalid or unenforceable as to any part of the debt, or if the lien is invalid or unenforceable as to any
part of the Trust Estate, the unsecured or partially unsecured portion of the debt shall be completely paid prior to the payment of the
remaining and secured or partially secured portion of the debt, and all payments made on the debt, whether voluntary or under foreclosure
or other enforcement action or procedure, shall be considered to have been first paid on and applied to the full payment of that portion
of the debt which is not secured or fully secured by the lien of this Deed of Trust.


 


5.11 Waiver
of Statute of Limitations. The right to plead any and all statutes of limitation as a defense to any demand secured by this Deed of
Trust is hereby waived to the full extent permitted by law.


 






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5.12 No
Merger of Lease. If both the lessor’s and lessee’s estate under any lease or any portion thereof which constitutes a part
of the Trust Estate shall at any time become vested in one owner, this Deed of Trust and the lien created hereby shall not be destroyed
or terminated by application of the doctrine of merger unless Beneficiary so elects as evidenced by recording a written declaration so
stating, and, unless and until Beneficiary so elects. Beneficiary shall continue to have and enjoy all of the rights and privileges of
Beneficiary as to the separate estates. In addition, upon the foreclosure of the lien created by this Deed of Trust on the Trust Estate
pursuant to the provisions hereof, any leases or subleases then existing and affecting all or any portion of the Trust Estate shall not
be destroyed or terminated by application of the law of merger or as a matter of law or as a result of such foreclosure unless Beneficiary
or any purchaser at such foreclosure sale shall so elect. No act by or on behalf of Beneficiary or any such purchaser shall constitute
a termination of any lease or sublease unless Beneficiary or such purchaser shall give written notice thereof to such tenant or subtenant.


 


5.13 Governing
Law. Insofar as permitted by otherwise applicable law, this Deed of Trust and the indebtedness and obligations secured hereby shall
be governed by and construed in accordance with the laws of California.


 


5.14 Beneficiary’s
Right to Enter, Inspect and Cure. Beneficiary is authorized, by itself, its contractors, agents, employees or workmen, to enter at
any reasonable time upon any part of the Premises for the purpose of inspecting the same, and for the purpose of performing any of the
acts it is authorized to perform under the terms of the Loan Document and this Deed of Trust


 


5.15 Interpretation
and Successors in Interest. Subject to the provisions of Section 2.17 hereof, this Deed of Trust applies to, to the benefit
of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term “Beneficiary”
shall mean the owner and holder, including pledgees, of the Credit Agreement, now or hereafter whether or not named as Beneficiary herein.
All capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Credit Agreement. The
rules of construction specified in Section 1.2 of the Credit Agreement shall also apply to this Deed of Trust. Unless the context
clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Deed of Trust may be used interchangeably
in singular or plural form and the term “Trustor” shall be deemed to refer to each and every Person comprising the “Trustor”
from time to time, jointly and severally, and to include any subsequent owner or owners of the Trust Estate or any part thereof or any
interest therein. Any reference in this Deed of Trust to any document, instrument or agreement creating or evidencing an obligation secured
hereby shall include such document, instrument or agreement both as originally executed and as it may from time to time be modified. In
the performance of its duties hereunder, the Beneficiary shall be afforded all of the rights, benefits, protections, immunities and indemnities
entitled to it under the Credit Agreement.


 


5.16 Reconveyance
by Trustee. Upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed
of Trust to Trustee for cancellation and retention and upon payment by Trustor of Trustee’s fees, Trustee shall reconvey to Trustor,
or to the Person or Persons legally entitled thereto, without warranty, any portion of the Trust Estate then held hereunder. The recitals
in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof The grantee in any reconveyance may
be described as “the person or persons legally entitled thereto.”


 






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5.17 Conflicts.
To the extent that this Deed of Trust or any of the other Loan Documents are inconsistent with the Credit Agreement, the Credit Agreement
shall supersede any other agreement or document relating to the matters referred to herein or therein.


 


5.18 Counterparts;
Recording References. This Deed of Trust may be executed in several original counterparts. To facilitate filing and recording, there
may be omitted from certain counterparts the parts of Exhibit A hereto containing specific descriptions of certain collateral constituting
the Trust Estate which relate to land under the jurisdiction of offices or located in cities or counties other than the office or city
or county in which the particular counterpart is to be filed or recorded. A complete copy of this Deed of Trust is being filed for record
in the Office of the County Recorder of San Bernardino. Each counterpart shall be deemed to be an original for all purposes, and all counterparts
shall together constitute a single document; provided, however, Beneficiary and Trustee shall also have the option to exercise all rights
and remedies available to Beneficiary and Trustee hereunder and under applicable law as though each counterpart hereof were a separate
deed of trust, or other security instrument covering only the portions of the collateral constituting the Trust Estate located in the
city or county wherein such counterpart is recorded. Unless otherwise specified in Exhibit A hereto, all recording references in
Exhibit A are to the official real property records of the city or county as appropriate, in which the affected land is located.
The references in Exhibit A to liens, encumbrances and other burdens, if any, shall not be deemed to recognize or create any rights
in third parties.


 


5.19 Intentionally
Deleted.


 


5.20 Agent’s
Rights. It is expressly understood and agreed by the parties to this Deed of Trust that (i) Beneficiary is entering into this Deed
of Trust and acting hereunder solely in its capacity as administrative agent under the Credit Agreement and (ii) in entering into and
acting as administrative agent hereunder, Beneficiary shall be afforded all of the rights, protections, benefits, indemnities and immunities
granted to the administrative agent in the Credit Agreement as if set forth in their entirety herein. Any act, or refusal to act, hereunder
requiring the Beneficiary to exercise discretion (including, but not limited to, the exercise of remedies following an Event of Default)
shall be exercised in accordance with the terms of the Credit Agreement. The permissive authorizations, entitlements, powers and rights
granted to the Beneficiary herein (including the right to (i) request any documentation, (ii) request the taking of any action and (iii)
exercise any remedies) shall not be construed as duties.


 


5.21 Discretionary
Acts. Any duty, role, responsibility, action or inaction contemplated or required on the part of Beneficiary hereunder is expressly
subject to the terms and conditions of the Credit Agreement, and Beneficiary shall be entitled to all of the rights, powers, benefits,
protections, immunities and indemnities granted to it in the Credit Agreement from the Lenders as if explicitly set forth herein. Any
act or omission to act involving the exercise of discretion by Beneficiary shall be exercised in accordance with the terms of the Credit
Agreement. The Beneficiary may execute any of its duties under this Deed of Trust by or through agents or attorneys-in-fact and shall
not be responsible for the negligence or misconduct of any agents or attorneys in-fact selected by it with reasonable care.


 






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ARTICLE
VI

SURETYSHIP WAIVERS


 


6.1 In
addition to all waivers expressed in the Credit Agreement and the other Loan Documents, to the extent that any Person comprising Trustor
(a “Trustor Party”) is construed as or constitutes a surety with respect to any other Trustor Party, then the following
provisions shall apply:


 


(a) Each
Trustor Party hereby absolutely, unconditionally, knowingly, and expressly waives and agrees not to assert or take advantage of any defense
based upon (1) presentment, demand, protest and notice of protest, notice of dishonor and of non-payment, notice of acceptance of the
Loan Documents, and diligence in collection; (2) notice of the existence, creation, or incurring of any new or additional obligations
under or pursuant to any of the Loan Documents; (3) any right to require Beneficiary to proceed against, give notice to, or make demand
upon any other Trustor Party; (4) any right to require Beneficiary to proceed against or exhaust any security or to proceed against or
exhaust any security in any particular order; (5) any right to require Beneficiary to pursue any remedy of Beneficiary; (6) any right
to direct the application of any security held by Beneficiary; (7) any right of subrogation or to enforce any remedy which Beneficiary
may have against any other Trustor Party and any right to participate in any security now or hereafter held by Beneficiary and any right
to reimbursement from any other Person comprising Trustor for amounts paid to Beneficiary by any other Trustor Party at any time prior
to the Payment in Full (as hereinafter defined) of all obligations of Trustor under the Loan Documents and of all Obligations secured
by this Deed of Trust; (8) any defense arising out of any disability or other defense of any Trustor Party, including bankruptcy, dissolution,
liquidation, cessation, impairment, modification, or limitation, from any cause, of any liability of Trustor, or of any remedy for the
enforcement of such liability; (9) any right to plead or assert any election of remedies by Beneficiary; (10) any other defenses available
to a surety under applicable law: (11) notice of any adverse change in the financial condition of any Trustor Party or of any other fact
that might increase such Trustor Party’s risk under the Loan Documents; and (12) all notices (except if such notice is specifically
required to be given to such Trustor Party) and demands to which Trustor might otherwise be entitled. As used herein, the term “Payment
in Full” with respect to any obligation shall mean the payment in full in cash of all such obligations and the expiration of
all applicable time periods regarding bankruptcy preference, fraudulent conveyance or other avoidance actions that may be applicable to
the circumstances of payment of any or all of such obligations under any and all laws of the State of California and federal laws.


 


(b) Each
Trustor Party hereby waives any rights it may have under Sections 2845 or 2850 of the California Civil Code, or otherwise, to require
Beneficiary to institute suit against, or to exhaust any rights or remedies which Beneficiary has or may have against, any other Trustor
Party or any third party, or against any collateral for the Obligations provided by Trustor or any third party. In this regard, each Trustor
Party agrees that it is bound to the payment of all Obligations, whether now existing or hereafter accruing as fully as if such Obligations
were directly owing to Beneficiary by each Trustor Party. Each Trustor Party further waives any defense arising by reason of any disability
or other defense (other than the defense that the Obligations shall have been fully and finally performed and paid) of such Trustor Party
or by reason of the cessation from any cause whatsoever of the liability of such Trustor Party in respect thereof


 






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(c) Each
Trustor Party hereby waives: (1) any rights to assert against Beneficiary any defense (legal or equitable), set-off, counterclaim, or
claim which any other Trustor Party may now or at any time hereafter have against any other Trustor Party or any other party liable to
Beneficiary; (2) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present
or future lack of perfection, sufficiency, validity, or enforceability of the Obligations or any security therefor; and (3) any defense
Trustor has to performance hereunder, and any right Trustor has to be exonerated, provided by Sections 2819, 2822, or 2825 of the California
Civil Code, or otherwise, arising by reason of: any claim or defense based upon an election of remedies by Beneficiary; the impairment
or suspension of Beneficiary’s rights or remedies against Trustor; the alteration by Beneficiary of the Obligations; any discharge
of Trustor’s Obligations to Beneficiary by operation of law as a result of Beneficiary’s intervention or omission; or the
acceptance by Beneficiary of anything in partial satisfaction of the Obligations.


 


(d) Each
Trustor Party hereby waives any right of subrogation it may have as against any other Trustor Party with respect to the Obligations. In
addition, each Trustor Party hereby waives any right to proceed against any other Trustor Party, now or hereafter, for contribution, indemnity,
reimbursement, and any other suretyship right and claims, whether direct or indirect, liquidated or contingent, whether arising under
express or implied contract or by operation of law, which any Trustor Patty may now have or hereafter have as against any other Trustor
Party with respect to the Obligations. Each Trustor Party also hereby waives any rights to recourse to or with respect to any asset of
any other Trustor Party. Each Trustor Party agrees that in light of the immediately foregoing waivers, the execution of this Deed of Trust
shall not be deemed to make each Trustor Party a “creditor” of any other Trustor Party, and that for purposes of Sections
547 and 550 of the Bankruptcy Code each Trustor Party shall not be deemed a “creditor” of any other Trustor Party. Notwithstanding
the foregoing, the waivers set forth is this subsection 6.1(d) shall only apply until the indefeasible Payment in Full of all obligations
of Trustor under the Loan Documents and of all of the Obligations under this Deed of Trust.


 


(e) Each
Trustor Party waives all rights and defenses arising out of an election of remedies by Beneficiary, even though that election of remedies,
such as a non-judicial foreclosure with respect to security for the Obligations, has destroyed such Trustor Party’s rights of subrogation
and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure (the “CCP”)
or otherwise. Each Trustor Party acknowledges and agrees that, as a result of the foregoing sentence, it is knowingly waiving in advance
a complete or partial defense to this Deed of Trust arising under CCP Sections 580d or 580a and based upon Beneficiary’s election
to conduct a private non-judicial foreclosure sale, even though such election would destroy, diminish, or affect such Trustor Party’s
rights of subrogation against any other Trustor Party or any other party and each such Trustor Party’s rights to pursue any other
Trustor Party or such other party for reimbursement contribution, indemnity, or otherwise.


 


(f) WITHOUT
LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS DEED OF TRUST OR ANY OTHER AGREEMENT ENTERED INTO WITH
RESPECT TO THE LOAN DOCUMENTS, TRUSTOR HEREBY WAIVES AND AGREES NOT TO ASSERT ANY AND ALL BENEFITS OR DEFENSES ARISING DIRECTLY OR INDIRECTLY
UNDER ANY ONE OR MORE OF CALIFORNIA CIVIL CODE SECTIONS 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2825, 2839, 2845, 2848,
2849, 2850, 2899 and 3433, AND CHAPTER 2 OF TITLE 14 OF THE CALIFORNIA CIVIL CODE.


 


[Signature Page Follows]


 




    41


     


    

 


IN WITNESS WHEREOF, Trustor has, effective
as of the Effective Date, caused this instrument to be duly EXECUTED AND DELIVERED by authority duly given.


 


	 	TRUSTOR:
	 	 	 
	 	CADIZ INC., a Delaware corporation
	 	 	 
	 	By:	/s/ Stanley Speer
	 	Name: 	Stanley Speer
	 	Title:	CFO



 


Acknowledgement


 


	A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.


 


STATE OF CALIFORNIA
                          )

COUNTY OF
 LOS ANGELES                      )


 


On June 30,
2021 before me, Chris Sanner, Notary Public (insert name and title of the officer), personally appeared Stanley E. Speer, who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


 


I certify under PENALTY OF PERJURY under
the laws of the State of California that the foregoing paragraph is true and correct.


 


WITNESS my hand and official seal.


 


	/s/ Chris Sanner	 
	(Signature)	 



 


[Signature Page to Deed
of Trust]


 






     


     


    

 


IN WITNESS WHEREOF, Trustor has, effective
as of the Effective Date, caused this instrument to be duly EXECUTED AND DELIVERED by authority duly given.


 



	 	TRUSTOR:
	 	 
	 	CADIZ REAL ESTATE LLC, a Delaware

                    limited liability company

	 	 
	 	By:	/s/ Stanley Speer
	 	Name: 	Stanley Speer
	 	Title:	CFO



 


Acknowledgement


 


	A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.


 


STATE OF CALIFORNIA
                          )

COUNTY OF
 LOS ANGELES                      )


 


On June 30,
2021 before me, Chris Sanner, Notary Public (insert name and title of the officer), personally appeared Stanley E. Speer, who proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.


 


I certify under PENALTY OF PERJURY under
the laws of the State of California that the foregoing paragraph is true and correct.


 


WITNESS my hand and official seal.


 


	/s/ Chris Sanner	 
	(Signature)	 



 


[Signature Page to Deed
of Trust]





 




     


     


    




 


IN WITNESS WHEREOF, Trustor has, effective
as of the Effective Date, caused this instrument to be duly EXECUTED AND DELIVERED by authority duly given.


 


	 	TRUSTOR:
	 	 
	 	OCTAGON PARTNERS LLC,
	 	a California limited liability company
	 	 	 
	 	By:	/s/ Stanley Speer
	 	Name: 	Stanley Speer
	 	Title:	CFO



 


Acknowledgement


 


	A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.


 


STATE OF CALIFORNIA
                          )

COUNTY OF
 LOS ANGELES                      )


 


On June 30,
2021 before me, Chris Sanner, Notary Public (insert name and title of the officer), personally appeared Stanley E. Speer, who proved to me on the basis of satisfactory evidence
to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.


 


I certify under PENALTY OF PERJURY under
the laws of the State of California that the foregoing paragraph is true and correct.


 


WITNESS my hand and official seal.


 


	/s/ Chris Sanner	 
	(Signature)	 



 


[Signature Page to Deed
of Trust]






 




     


     


    

 


EXHIBIT A


 


LEGAL DESCRIPTION OF THE PREMISES


 


THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN
THE UNINCORPORATED AREA OF ESSEX IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:


 


DIVISION A:


 


PARCEL 1: APN 558-201-11-0-000


 


ALL OF SECTION 29, TOWNSHIP 6 NORTH, RANGE 14 EAST,
SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND.


 


PARCEL 2: APN 558-201-13-0-000, APN 558-201-14-0-000


 


ALL OF SECTION 33, TOWNSHIP 6 NORTH, RANGE 14 EAST,
SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND.


 


EXCEPTING THEREFROM THE ABOVE PARCELS 1 AND 2 ALL
RIGHT, TITLE AND INTEREST IN AND TO ALL MINERALS AND MINERAL RIGHTS, INCLUDING WITHOUT LIMITATION, OIL, GAS AND OTHER HYDROCARBONS, COAL,
GEOTHERMAL RESOURCES, PRECIOUS METAL ORES, INDUSTRIAL-GRADE SILICATES AND CARBONATES, FISSIONABLE MATERIALS, SAND GRAVEL, AGGREGATES,
AND ALL OTHER MINERALS OF EVERY KIND AND CHARACTER, METALLIC OR OTHERWISE, WHETHER OR NOT PRESENTLY KNOWN TO SCIENCE OR INDUSTRY, NOW
KNOWN TO EXIST OR HEREAFTER DISCOVERED UPON, WITHIN OR UNDERLYING THE SURFACE AT WHICH ANY SUCH SUBSTANCES MAY BE FOUND; HOWEVER, GRANTOR,
ITS SUCCESSORS AND ASSIGNS SHALL NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON, INTO OR THROUGH THE SURFACE OF THE FIRST
300 FEET OF THE SUBSURFACE OF THE PROPERTY IN CONNECTION THEREWITH. GRANTOR ACKNOWLEDGES AND AGREES THAT SAID MINERAL RESERVATION SHALL
NOT BE DEEMED TO LIMIT THE RIGHT OF GRANTEE TO EXTRACT WATER FROM THE PROPERTY WHICH MAY INCLUDE THE INCIDENTAL EXTRACTION OF MINERALS,
SAND, GRAVEL OR OTHER MATERIAL IN CONNECTION WITH THE EXTRACTION OF WATER, AS RESERVED BY SF PACIFIC PROPERTIES INC., A DELAWARE CORPORATION
IN THE DEED RECORDED DECEMBER 26, 1996 AS INSTRUMENT NO. 96-472401 OFFICIAL RECORDS.


 






    1


     


    

 


DIVISION B:


 


PARCEL 3: APN 658-131-02-0-000


 


GOVERNMENT TRACT 38, TOWNSHIP 11 NORTH, RANGE 20
EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER GOVERNMENT RESURVEY DATED SEPTEMBER
29, 1924.


 


EXCEPTING THEREFROM, ALL RIGHT, TITLE AND INTEREST
IN AND TO ALL COAL, HYDROCARBONS, GEOTHERMAL RESOURCES, PRECIOUS METALS ORES, BASE METALS ORES, INDUSTRIAL-GRADE SILICATES AND CARBONATES,
FISSIONABLE MINERALS, SAND, GRAVEL, AGGREGATES, AND ALL OTHER MINERALS OF EVERY KIND AND CHARACTER, METALLIC OR OTHERWISE, WHETHER OR
NOT PRESENTLY KNOWN TO SCIENCE OR INDUSTRY, NOW KNOW TO EXIST OR HEREAFTER DISCOVERED UPON, WITHIN OR UNDERLYING THE SURFACE OF SAID LAND
REGARDLESS OF THE DEPTH BELOW THE SURFACE AT WHICH ANY SUCH SUBSTANCE MAY BE FOUND; HOWEVER, GRANTOR OR ITS SUCCESSORS AND ASSIGNS, SHALL
NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON, INTO OR THROUGH THE SURFACE OR THE FIRST 300 FEET OR THE SUBSURFACE OF THE
PROPERTY AS RESERVED BY SF PACIFIC PROPERTIES, INC., A DELAWARE CORPORATION, RECORDED JANUARY 6, 1993, AS INSTRUMENT NO. 93-000748, OFFICIAL
RECORDS.


 


PARCEL 4: APN 658-131-06-0-000


 


GOVERNMENT TRACT 42, TOWNSHIP 11 NORTH, RANGE 20
EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO GOVERNMENT RESURVEY, DATED
SEPTEMBER 29, 1924.


 


EXCEPTING THEREFROM, ALL RIGHT, TITLE AND INTEREST
IN AND TO ALL COAL, HYDROCARBONS, GEOTHERMAL RESOURCES, PRECIOUS METALS ORES, BASE METALS ORES, INDUSTRIAL-GRADE SILICATES AND CARBONATES,
FISSIONABLE MINERALS, SAND, GRAVEL, AGGREGATES, AND ALL OTHER MINERALS OF EVERY KIND AND CHARACTER, METALLIC OR OTHERWISE, WHETHER OR
NOT PRESENTLY KNOWN TO SCIENCE OR INDUSTRY, NOW KNOW TO EXIST OR HEREAFTER DISCOVERED UPON, WITHIN OR UNDERLYING THE SURFACE OF SAID LAND
REGARDLESS OF THE DEPTH BELOW THE SURFACE AT WHICH ANY SUCH SUBSTANCE MAY BE FOUND; HOWEVER, GRANTOR OR ITS SUCCESSORS AND ASSIGNS, SHALL
NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON, INTO OR THROUGH THE SURFACE OR THE FIRST 300 FEET OR THE SUBSURFACE OF THE
PROPERTY AS RESERVED BY SF PACIFIC PROPERTIES, INC., A DELAWARE CORPORATION, RECORDED JANUARY 6, 1993, AS INSTRUMENT NO. 93-000748, OFFICIAL
RECORDS.


 






    2


     


    

 


PARCEL 5: APN 568-341-07-0-000


 


LOTS 1, 2, 3, 4 AND 5 AND THE NORTH 1/2 OF SECTION
29, TOWNSHIP 12 NORTH, RANGE 20 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING
TO GOVERNMENT SURVEY.


 


EXCEPTING THEREFROM, ALL RIGHT, TITLE AND INTEREST
IN AND TO ALL COAL, HYDROCARBONS, GEOTHERMAL RESOURCES, PRECIOUS METALS ORES, BASE METALS ORES, INDUSTRIAL-GRADE SILICATES AND CARBONATES,
FISSIONABLE MINERALS, SAND, GRAVEL, AGGREGATES, AND ALL OTHER MINERALS OF EVERY KIND AND CHARACTER, METALLIC OR OTHERWISE, WHETHER OR
NOT PRESENTLY KNOWN TO SCIENCE OR INDUSTRY, NOW KNOW TO EXIST OR HEREAFTER DISCOVERED UPON, WITHIN OR UNDERLYING THE SURFACE OF SAID LAND
REGARDLESS OF THE DEPTH BELOW THE SURFACE AT WHICH ANY SUCH SUBSTANCE MAY BE FOUND; HOWEVER, GRANTOR OR ITS SUCCESSORS AND ASSIGNS, SHALL
NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON, INTO OR THROUGH THE SURFACE OR THE FIRST 300 FEET OR THE SUBSURFACE OF THE
PROPERTY AS RESERVED BY SF PACIFIC PROPERTIES, INC., A DELAWARE CORPORATION, RECORDED JANUARY 6, 1993, AS INSTRUMENT NO. 93-000748, OFFICIAL
RECORDS.


 


PARCEL 6: APN 568-341-04-0-000


 


LOTS 1, 2 AND 3 AND THE EAST 1/2 AND THE EAST 1/2
OF THE WEST 1/2 AND THE SOUTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 33, TOWNSHIP 12 NORTH, RANGE 20 EAST, SAN BERNARDINO BASE AND MERIDIAN,
IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO GOVERNMENT SURVEY.


 


EXCEPTING THEREFROM, ALL RIGHT, TITLE AND INTEREST
IN AND TO ALL COAL, HYDROCARBONS, GEOTHERMAL RESOURCES, PRECIOUS METALS ORES, BASE METALS ORES, INDUSTRIAL-GRADE SILICATES AND CARBONATES,
FISSIONABLE MINERALS, SAND, GRAVEL, AGGREGATES, AND ALL OTHER MINERALS OF EVERY KIND AND CHARACTER, METALLIC OR OTHERWISE, WHETHER OR
NOT PRESENTLY KNOWN TO SCIENCE OR INDUSTRY, NOW KNOW TO EXIST OR HEREAFTER DISCOVERED UPON, WITHIN OR UNDERLYING THE SURFACE OF SAND LAND
REGARDLESS OF THE DEPTH BELOW THE SURFACE AT WHICH ANY SUCH SUBSTANCE MAY BE FOUND; HOWEVER, GRANTOR OR ITS SUCCESSORS AND ASSIGNS, SHALL
NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON, INTO OR THROUGH THE SURFACE OR THE FIRST 300 FEET OR THE SUBSURFACE OF THE
PROPERTY AS RESERVED BY SF PACIFIC PROPERTIES, INC., A DELAWARE CORPORATION, RECORDED JANUARY 6, 1993, AS INSTRUMENT NO. 93-000748, OFFICIAL
RECORDS.


 






    3


     


    

 


PARCEL 7: APN 658-141-04-0-000


 


GOVERNMENT TRACT 39, TOWNSHIP 11 NORTH, RANGE 20
EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO GOVERNMENT RESURVEY DATED SEPTEMBER
29, 1924.


 


EXCEPTING THEREFROM, ALL RIGHT, TITLE AND INTEREST
IN AND TO ALL COAL, HYDROCARBONS, GEOTHERMAL RESOURCES, PRECIOUS METALS ORES, BASE METALS ORES, INDUSTRIAL-GRADE SILICATES AND CARBONATES,
FISSIONABLE MINERALS, SAND, GRAVEL, AGGREGATES, AND ALL OTHER MINERALS OF EVERY KIND AND CHARACTER, METALLIC OR OTHERWISE, WHETHER OR
NOT PRESENTLY KNOWN TO SCIENCE OR INDUSTRY, NOW KNOW TO EXIST OR HEREAFTER DISCOVERED UPON, WITHIN OR UNDERLYING THE SURFACE OF SAID LAND
REGARDLESS OF THE DEPTH BELOW THE SURFACE AT WHICH ANY SUCH SUBSTANCE MAY BE FOUND; HOWEVER, GRANTOR OR ITS SUCCESSORS AND ASSIGNS, SHALL
NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON, INTO OR THROUGH THE SURFACE OR THE FIRST 300 FEET OR THE SUBSURFACE OF THE
PROPERTY AS RESERVED BY SF PACIFIC PROPERTIES, INC., A DELAWARE CORPORATION, RECORDED JANUARY 6, 1993, AS INSTRUMENT NO. 93-000748, OFFICIAL
RECORDS.


 


PARCEL 8: APN 659-061-16-0-000


 


SECTION 13, TOWNSHIP 10 NORTH, RANGE 19 EAST, SAN
BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO GOVERNMENT SURVEY. EXCEPTING THEREFROM,
ALL RIGHT, TITLE AND INTEREST IN AND TO ALL COAL, HYDROCARBONS, GEOTHERMAL RESOURCES, PRECIOUS METALS ORES, BASE METALS ORES, INDUSTRIAL-GRADE
SILICATES AND CARBONATES, FISSIONABLE MINERALS, SAND, GRAVEL, AGGREGATES, AND ALL OTHER MINERALS OF EVERY KIND AND CHARACTER, METALLIC
OR OTHERWISE, WHETHER OR NOT PRESENTLY KNOWN TO SCIENCE OR INDUSTRY, NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED UPON, WITHIN OR UNDERLYING
THE SURFACE OF SAID LAND REGARDLESS OF THE DEPTH BELOW THE SURFACE AT WHICH ANY SUCH SUBSTANCE MAY BE FOUND; HOWEVER, GRANTOR OR ITS SUCCESSORS
AND ASSIGNS, SHALL NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON, INTO OR THROUGH THE SURFACE OR THE FIRST 300 FEET OF THE
SUBSURFACE OF SAID LAND AS RESERVED IN THE DEED FROM SF PACIFIC PROPERTIES INC., A DELAWARE CORPORATION, RECORDED SEPTEMBER 30, 1993 AS
INSTRUMENT NO. 93-419956, OFFICIAL RECORDS.


 


PARCEL 9: APN 659-051-07-0-000


 


SECTION 25, TOWNSHIP 10 NORTH, RANGE 19 EAST, SAN
BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO GOVERNMENT SURVEY.


 


EXCEPTING THEREFROM, ALL RIGHT, TITLE AND INTEREST
IN AND TO ALL COAL, HYDROCARBONS, GEOTHERMAL RESOURCES, PRECIOUS METALS ORES, BASE METALS ORES, INDUSTRIAL-GRADE SILICATES AND CARBONATES,
FISSIONABLE MINERALS, SAND, GRAVEL, AGGREGATES, AND ALL OTHER MINERALS OF EVERY KIND AND CHARACTER, METALLIC OR OTHERWISE, WHETHER OR
NOT PRESENTLY KNOWN TO SCIENCE OR INDUSTRY, NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED UPON, WITHIN OR UNDERLYING THE SURFACE OF SAID
LAND REGARDLESS OF THE DEPTH BELOW THE SURFACE AT WHICH ANY SUCH SUBSTANCE MAY BE FOUND; HOWEVER, GRANTOR OR ITS SUCCESSORS AND ASSIGNS,
SHALL NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON, INTO OR THROUGH THE SURFACE OR THE FIRST 300 FEET OF THE SUBSURFACE
OF SAID LAND AS RESERVED IN THE DEED FROM SF PACIFIC PROPERTIES INC., A DELAWARE CORPORATION, RECORDED SEPTEMBER 30, 1993 AS INSTRUMENT
NO. 93-419956, OFFICIAL RECORDS.


 






    4


     


    

 


PARCEL
10: APN 659-081-03-0-000


 


SECTION
21, TOWNSHIP 10 NORTH, RANGE 20 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING
TO GOVERNMENT SURVEY.


 


EXCEPTING
THEREFROM, ALL RIGHT, TITLE AND INTEREST IN AND TO ALL COAL, HYDROCARBONS, GEOTHERMAL RESOURCES, PRECIOUS METALS ORES, BASE METALS ORES,
INDUSTRIAL-GRADE SILICATES AND CARBONATES, FISSIONABLE MINERALS, SAND, GRAVEL, AGGREGATES, AND ALL OTHER MINERALS OF EVERY KIND AND CHARACTER,
METALLIC OR OTHERWISE, WHETHER OR NOT PRESENTLY KNOWN TO SCIENCE OR INDUSTRY, NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED UPON, WITHIN
OR UNDERLYING THE SURFACE OF SAID LAND REGARDLESS OF THE DEPTH BELOW THE SURFACE AT WHICH ANY SUCH SUBSTANCE MAY BE FOUND; HOWEVER, GRANTOR
OR ITS SUCCESSORS AND ASSIGNS, SHALL NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON, INTO OR THROUGH THE SURFACE OR THE
FIRST 300 FEET OF THE SUBSURFACE OF SAID LAND AS RESERVED IN THE DEED FROM SF PACIFIC PROPERTIES INC., A DELAWARE CORPORATION, RECORDED
SEPTEMBER 30, 1993 AS INSTRUMENT NO. 93-419956, OFFICIAL RECORDS.


 


PARCEL
11: APN 659-081-25-0-000, APN 659-081-26-0-000


 


SECTION
29, TOWNSHIP 10 NORTH, RANGE 20 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING
TO GOVERNMENT SURVEY.


 


EXCEPTING
THEREFROM, ALL RIGHT, TITLE AND INTEREST IN AND TO ALL COAL, HYDROCARBONS, GEOTHERMAL RESOURCES, PRECIOUS METALS ORES, BASE METALS ORES,
INDUSTRIAL-GRADE SILICATES AND CARBONATES, FISSIONABLE MINERALS, SAND, GRAVEL, AGGREGATES, AND ALL OTHER MINERALS OF EVERY KIND AND CHARACTER,
METALLIC OR OTHERWISE, WHETHER OR NOT PRESENTLY KNOWN TO SCIENCE OR INDUSTRY, NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED UPON, WITHIN
OR UNDERLYING THE SURFACE OF SAID LAND REGARDLESS OF THE DEPTH BELOW THE SURFACE AT WHICH ANY SUCH SUBSTANCE MAY BE FOUND; HOWEVER, GRANTOR
OR ITS SUCCESSORS AND ASSIGNS, SHALL NOT HAVE THE RIGHT FOR ANY PURPOSE WHATSOEVER TO ENTER UPON, INTO OR THROUGH THE SURFACE OR THE
FIRST 300 FEET OF THE SUBSURFACE OF SAID LAND AS RESERVED IN THE DEED FROM SF PACIFIC PROPERTIES INC., A DELAWARE CORPORATION, RECORDED
SEPTEMBER 30, 1993 AS INSTRUMENT NO. 93-419956, OFFICIAL RECORDS.


 






    5


     


    

 


EXCEPTING
THEREFROM THAT PORTION OF SECTION 29 CONVEYED TO THE CALIFORNIA, ARIZONA AND SANTA FE RAILWAY COMPANY, A CORPORATION, BY DEED RECORDED
MARCH 16, 1914 IN BOOK 548, PAGE 29 OF DEEDS.


 


PARCEL
12: APN 556-341-04-0-000


 


PARCEL
4 OF PARCEL MAP NO. 10131, IN THE UNINCORPORATED AREA OF SAN BERNARDINO COUNTY, AS PER PLAT RECORDED IN BOOK 108, PAGE 55, OF PARCEL
MAPS, RECORDS OF SAID COUNTY.


 


PARCEL
13: APN 556-311-14-0-000, APN 556-311-16-0-000


 


SECTIONS
32 AND 34, TOWNSHIP 5 NORTH, RANGE 14 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF.


 


PARCEL
14: APN 556-311-52-0-000


 


THE
NORTHWEST ONE-QUARTER AND THE NORTHEAST ONE-QUARTER AND THE NORTH ONE-HALF OF THE SOUTHWEST ONE-QUARTER AND THE NORTH ONE-HALF OF THE
SOUTHEAST ONE-QUARTER OF SECTION 21, TOWNSHIP 5 NORTH, RANGE 14 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE
OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


PARCEL
15: APN 556-291-10-0-000, APN 556-291-11-0-000


 


ALL
OF SECTION 16, TOWNSHIP 5 NORTH, RANGE 14 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPTING
THEREFROM A RECTANGULAR PARCEL OF LAND IN THE NORTHEAST ONE-QUARTER OF THE SOUTHEAST ONE-QUARTER OF SAID SECTION 16 DESCRIBED AS FOLLOWS:


 


BEGINNING
AT A POINT IN THE NORTHERN RIGHT OF WAY LINE OF THE CALIFORNIA, ARIZONA AND SANTA FE RAILWAY COMPANY, DISTANT 86 FEET NORTHERLY, AT RIGHT
ANGLES FROM THE CENTER LINE OF WESTBOUND MAIN TRACT OF SAID RAILWAY COMPANY, SAID POINT BEING 546.1 FEET WESTERLY ALONG SAID RIGHT OF
WAY LINE FROM ITS INTERSECTION WITH THE EAST LINE OF SAID SECTION 16, DISTANT 365.6 FEET SOUTH ON SAID EAST LINE FROM THE EAST 1/4 CORNER
OF SAID SECTION; THENCE WESTERLY ALONG SAID RIGHT OF WAY LINE, 363 FEET; THENCE NORTHERLY AT RIGHT ANGLES, 120 FEET; THENCE EASTERLY,
PARALLEL WITH SAID NORTHERN RIGHT OF WAY LINE, 363 FEET; THENCE SOUTHERLY AT RIGHT ANGLES, 120 FEET TO THE POINT OF BEGINNING.


 






    6


     


    

 


ALSO
EXCEPTING THEREFROM A RECTANGULAR PARCEL OF LAND IN THE NORTHEAST ONE-QUARTER OF THE SOUTHEAST ONE-QUARTER OF SECTION 16, TOWNSHIP 5
NORTH, RANGE 14 EAST, SAN BERNARDINO BASE AND MERIDIAN, DESCRIBED AS FOLLOWS:




 


BEGINNING
AT A POINT IN THE NORTHERN RIGHT OF WAY LINE OF THE CALIFORNIA, ARIZONA AND SANTA FE RAILWAY COMPANY, DISTANT 86 FEET NORTHERLY, AT RIGHT
ANGLES FROM THE CENTER LINE OF THE WESTBOUND MAIN TRACK OF SAID RAILWAY COMPANY, SAID POINT BEING DISTANT 183.1 FEET WESTERLY ALONG SAID
RIGHT OF WAY LINE FROM ITS INTERSECTION WITH THE EAST LINE OF SAID SECTION 16, DISTANT 165.6 FEET SOUTH ON SAID EAST LINE FROM THE EAST
1/4 CORNER OF SAID SECTION: THENCE WESTERLY ALONG SAID RIGHT OF WAY LINE, 363 FEET TO THE SOUTHEAST CORNER OF THE LAND CONVEYED BY W.F.
ZIEGLER AND OLIVA M. ZIEGLER BY DEED RECORDED IN BOOK 677, PAGE 159, OFFICIAL RECORDS; THENCE NORTHERLY AT RIGHT ANGLES ALONG THE EASTERLY
LINE OF THE LAND CONVEYED BY DEED JUST REFERRED TO, 120 FEET; THENCE EASTERLY, PARALLEL WITH SAID NORTHERN RIGHT OF WAY LINE, 363 FEET;
THENCE SOUTHERLY AT RIGHT ANGLES, 120 FEET TO THE POINT OF BEGINNING.


 


ALSO
EXCEPTING THEREFROM:


 


FIRST:
A STRIP OF LAND, 50 FEET WIDE, LYING SOUTH OF AND ADJACENT TO THE SOUTHERN PACIFIC RAILWAY COMPANY’S 200-FOOT RIGHT OF WAY THROUGH
SECTION 16, TOWNSHIP 5 NORTH, RANGE 14 EAST, SAN BERNARDINO BASE AND MERIDIAN.


 


SECOND:
A PIECE OR PARCEL OF LAND LYING IN THE SOUTHEAST ONE-QUARTER OF SAID SECTION 16, BOUNDED AND DESCRIBED AS FOLLOWS:


 


BEGINNING
AT A POINT IN THE SOUTHERLY BOUNDARY OF THE ABOVE DESCRIBED PIECE OF LAND, DISTANT 770 FEET WESTERLY ALONG SAID SOUTHERLY LINE FROM THE
EAST LINE OF SAID SECTION 16; THENCE SOUTHWESTERLY ALONG SAID SOUTHERLY LINE FROM THE EAST LINE OF SAID SECTION 16: THENCE SOUTHWESTERLY
ON A CURVE CONCAVE SOUTHEASTERLY, WITH A RADIUS OF 739.49 FEET, A DISTANCE OF 750 FEET; THENCE SOUTH 5° 24’ WEST, A DISTANCE
OF 1481 FEET, MORE OR LESS, TO A POINT IN THE SOUTH LINE OF SAID SECTION 16; THENCE WEST ALONG SAID SOUTH LINE, 50.2 FEET; THENCE NORTH
5° 24’ EAST, A DISTANCE OF 2389 FEET; THENCE NORTHWESTERLY ON A CURVE CONCAVE SOUTHWESTERLY WITH A RADIUS OF 739.49 FEET, A
DISTANCE OF 998 FEET, MORE OR LESS, TO A POINT IN THE SOUTHERLY BOUNDARY LINE OF THE ABOVE FIRST DESCRIBED PIECE OF LAND; THENCE EASTERLY
ALONG SAID SOUTHERLY BOUNDARY LINE, A DISTANCE OF 975 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.


 






    7


     


    

 


PARCEL
16: APN 645-091-09-0-000


 


THE
WEST HALF OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 12, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO BASE AND MERIDIAN,
IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPTING
THEREFROM ONE-FOURTH OF ALL MINERALS, OIL, GAS, CARBON AND HYDROCARBON SUBSTANCES ON AND UNDER SAID LAND, AS RESERVED IN THE DEED FROM
HOMER S. KNOWLES, ET UX., RECORDED JANUARY 13, 1958 IN BOOK 4410, PAGE 475 OFFICIAL RECORDS.


 


ALSO
EXCEPTING THEREFROM ONE-FOURTH OF ALL MINERALS, OIL, GAS, CARBON AND HYDROCARBON SUBSTANCES ON AND UNDER SAID LAND, AS RESERVED IN THE
DEED FROM JOAN L. ZMINA, TRUSTEE, RECORDED OCTOBER 12, 1994 AS INSTRUMENT NO. 94-415289, OFFICIAL RECORDS.


 


PARCEL
17: APN 645-121-06-0-000


 


THE
NORTH 1/2 OF THE NORTHWEST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 36, TOWNSHIP 2 NORTH, RANGE 18, EAST, SAN BERNARDINO MERIDIAN, IN THE
COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPTING
ALL OIL, GAS, OIL SHALE, COAL, PHOSPHATE, SODIUM, GOLD, SILVER AND ALL OTHER MINERAL DEPOSITS CONTAINED IN SAID LAND, TOGETHER WITH THE
RIGHT TO DRILL FOR AND EXTRACT SUCH DEPOSITS OF OIL AND GAS, OR GAS, AND TO PROSPECT FOR, MINE, AND REMOVE SUCH DEPOSITS OF OTHER MINERALS
FROM SAID LAND, AND TO OCCUPY AND USE SO MUCH OF THE SURFACE OF SAID LAND AS MAY BE REQUIRED THEREFOR, UPON, COMPLIANCE WITH THE CONDITIONS
AND SUBJECT TO THE PROVISIONS AND LIMITATIONS OF CHAPTER 5, PART I, DIVISION 6 OF THE PUBLIC RESOURCES CODE, AS RESERVED TO THE STATE
OF CALIFORNIA, BY PATENT RECORDED APRIL 12, 1960, IN BOOK 5109, PAGE 174, OF OFFICIAL RECORDS.


 


ALSO
EXCEPTING THEREFROM A STRIP OF LAND 200 FEET IN WIDTH IN THE SOUTHEAST QUARTER OF SECTION 36, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO
BASE AND MERIDIAN, LYING 100 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTER LINE, EXTENDED:


 


BEGINNING
AT A POINT ON THE SOUTH LINE OF SAID SECTION 36, SAID POINT BEING LOCATED NORTH 46° 03’ WEST 45,738.1 FEET FROM THE SOUTHEAST
CORNER OF SECTION 36, TOWNSHIP 1 NORTH, RANGE 19 EAST, SAN BERNARDINO MERIDIAN; THENCE NORTH 47° 57’ WEST 2500 FEET, MORE OR
LESS, TO A POINT ON THE WEST LINE THE SOUTHEAST QUARTER OF SECTION 36, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO MERIDIAN, AS GRANTED
TO THE ARIZONA AND CALIFORNIA RAILWAY COMPANY BY PERMIT DATED FEBRUARY 4, 1910, EXECUTED BY THE SURVEYOR GENERAL OF THE STATE OF CALIFORNIA
PURSUANT TO SECTION 478 OF THE CALIFORNIA CIVIL CODE.


 






    8


     


    

 


PARCEL
18: APN 645-271-03-0-000


 


THE
NORTH 1/2 OF THE NORTHWEST 1/4 OF THE NORTHWEST 1/4 OF SECTION 16, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY
OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPTING
ALL OIL, GAS, OIL SHALE, COAL, PHOSPHATE, SODIUM, GOLD, SILVER AND ALL OTHER MINERAL DEPOSITS CONTAINED IN SAID LAND, TOGETHER WITH THE
RIGHT TO DRILL FOR AND EXTRACT DEPOSITS OF OIL AND GAS, OR GAS, AND TO PROSPECT FOR, MINE, AND REMOVE SUCH DEPOSITS OF OTHER MINERALS
FROM SAID LAND, AND TO OCCUPY AND USE SO MUCH OF THE SURFACE OF SAID LAND AS MAY BE REQUIRED THEREFOR, UPON, COMPLIANCE WITH THE CONDITIONS
AND SUBJECT TO THE PROVISIONS AND LIMITATIONS OF CHAPTER 5, PART I, DIVISION 6 OF THE PUBLIC RESOURCES CODE, AS RESERVED TO THE STATE
OF CALIFORNIA, BY PATENT RECORDED APRIL 12, 1960, IN BOOK 5109, PAGE 174, OF OFFICIAL RECORDS.


 


ALSO
EXCEPT THOSE PORTIONS OF A STRIP OF LAND 400 FEET IN WIDTH WHICH ARE LOCATED WITHIN THE NORTHWEST QUARTER AND THE SOUTHWEST QUARTER OF
THE SOUTHWEST QUARTER OF SECTION 16, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO MERIDIAN, CONTAINED BETWEEN TWO LINES DRAWN FROM
THE NORTH LINE OF SAID SECTION 16, TO THE SOUTH LINE OF SAID SECTION 16, ONE LINE BEING LOCATED 70 FEET NORTHWESTERLY FROM AND THE OTHER
LINE BEING LOCATED 330 FEET SOUTHEASTERLY FROM AND BOTH LINES BEING PARALLEL TO THE FOLLOWING DESCRIBED LINE, EXTENDED:


 


BEGINNING
AT A POINT ON THE NORTH LINE OF SAID SECTION 16, SAID POINT BEING LOCATED SOUTH 89° 42’ 40” EAST 1112.42 FEET FROM THE
NORTHWEST CORNER OF SAID SECTION 16; THENCE SOUTH 11° 10’ 04” WEST 5348.94 FEET, MORE OR LESS, TO A POINT ON THE SOUTH
LINE OF SAID SECTION WHICH IS LOCATED SOUTH 89° 14’ 56” EAST 147.60 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION 16,
AS GRANTED TO THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA BY INSTRUMENT DATED SEPTEMBER 15, 1934, EXECUTED ON BEHALF OF THE
STATE OF CALIFORNIA BY THE CHIEF OF THE DIVISION OF STATE LANDS PURSUANT TO THE PROVISIONS OF CHAPTER 507 OF THE STATUTES OF CALIFORNIA,
1933.


 


PARCEL
19: APN 645-271-11-0-000


 


THE
NORTH 1/2 OF THE SOUTHWEST 1/4 OF THE NORTHWEST 1/4 OF SECTION 16, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY
OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 






    9


     


    

 


EXCEPTING
ALL OIL, GAS, OIL SHALE, COAL, PHOSPHATE, SODIUM, GOLD, SILVER AND ALL OTHER MINERAL DEPOSITS CONTAINED IN SAID LAND, TOGETHER WITH THE
RIGHT TO DRILL FOR AND EXTRACT SUCH DEPOSITS OF OIL AND GAS, OR GAS, AND TO PROSPECT FOR, MINE, AND REMOVE SUCH DEPOSITS OF OTHER MINERALS
FROM SAID LAND, AND TO OCCUPY AND USE SO MUCH OF THE SURFACE OF SAID LAND AS MAY BE REQUIRED THEREFOR, UPON, COMPLIANCE WITH THE CONDITIONS
AND SUBJECT TO THE PROVISIONS AND LIMITATIONS OF CHAPTER 5, PART I, DIVISION 6 OF THE PUBLIC RESOURCES CODE, AS RESERVED TO THE STATE
OF CALIFORNIA, BY PATENT RECORDED APRIL 12, 1960, IN BOOK 5109, PAGE 174, OFFICIAL RECORDS.


 


ALSO
EXCEPT THOSE PORTIONS OF A STRIP OF LAND 400 FEET IN WIDTH WHICH ARE LOCATED WITHIN THE NORTHWEST QUARTER AND THE SOUTHWEST QUARTER OF
THE SOUTHWEST QUARTER OF SECTION 16, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO MERIDIAN, CONTAINED BETWEEN TWO LINES DRAWN FROM
THE NORTH LINE OF SAID SECTION 16, TO THE SOUTH LINE OF SAID SECTION 16, ONE LINE BEING LOCATED 70 FEET NORTHWESTERLY FROM AND THE OTHER
LINE BEING LOCATED 330 FEET SOUTHEASTERLY FROM THE BOTH LINES BEING PARALLEL TO THE FOLLOWING DESCRIBED LINE, EXTENDED:


 


BEGINNING
AT A POINT ON THE NORTH LINE OF SAID SECTION 16, SAID POINT BEING LOCATED SOUTH 89° 42’ 40” EAST 1112.42 FEET FROM THE
NORTHWEST CORNER OF SAID SECTION 16; THENCE SOUTH 110 10’ 04” WEST 5348.94 FEET, MORE OR LESS, TO A POINT ON THE SOUTH LINE
OF SAID SECTION WHICH IS LOCATED SOUTH 89° 14’ 56” EAST 147.60 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION 16, AS
GRANTED TO THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA BY INSTRUMENT DATED SEPTEMBER 15, 1934, EXECUTED ON BEHALF OF THE STATE
OF CALIFORNIA BY THE CHIEF OF THE DIVISION OF STATE LANDS PURSUANT TO THE PROVISIONS OF CHAPTER 507 OF THE STATUTES OF CALIFORNIA, 1933.


 


ALSO
EXCEPT THOSE PORTIONS OF A STRIP OF LAND 200 FEET IN WIDTH WHICH ARE LOCATED WITHIN THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER AND
THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 16, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO MERIDIAN, LYING 100 FEET
ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTER LINE EXTENDED:


 


BEGINNING
AT A POINT ON THE SOUTH LINE OF SAID SECTION 16, SAID POINT BEING LOCATED NORTH 46° 42” WEST 69,424.5 FEET FROM THE SOUTHEAST
CORNER OF SECTION 36, TOWNSHIP 1 NORTH, RANGE 19 EAST, SAN BERNARDINO MERIDIAN; THENCE NORTH 47° 57’ WEST 3879.8 FEET, MORE
OR LESS, TO A POINT ON THE WEST LINE OF SAID SECTION 16, AS GRANTED TO THE ARIZONA AND CALIFORNIA RAILWAY COMPANY BY PERMIT DATED FEBRUARY
4, 1910, EXECUTED BY THE SURVEYOR GENERAL OF THE STATE OF CALIFORNIA PURSUANT TO SECTION 478 OF THE CALIFORNIA CIVIL CODE.


 






    10


     


    

 


PARCEL
20: APN 645-271-13-0-000


 


THE
NORTH 1/2 OF THE SOUTHWEST 1/4 OF THE NORTHEAST 1/4 OF SECTION 16, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY
OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPTING
ALL OIL, GAS, OIL SHALE, COAL, PHOSPHATE, SODIUM, GOLD, SILVER AND ALL OTHER MINERAL DEPOSITS CONTAINED IN SAID LAND, TOGETHER WITH THE
RIGHT TO DRILL FOR AND EXTRACT SUCH DEPOSITS OF OIL AND GAS, OR GAS, AND TO PROSPECT FOR, MINE, AND REMOVE DEPOSITS OF OTHER MINERALS
FROM SAID LAND, AND TO OCCUPY AND USE SO MUCH OF THE SURFACE OF SAID LAND AS MAY BE REQUIRED THEREFOR, UPON, COMPLIANCE WITH THE CONDITIONS
AND SUBJECT TO THE PROVISIONS AND LIMITATIONS OF CHAPTER 5, PART I, DIVISION 6 OF THE PUBLIC RESOURCES CODE, AS RESERVED TO THE STATE
OF CALIFORNIA, BY PATENT RECORDED APRIL 12, 1960, IN BOOK 5109, PAGE 174, OFFICIAL RECORDS.


 


PARCEL
21: APN 645-271-23-0-000


 


THE
NORTH 1/2 OF THE SOUTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 16, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY
OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPTING
ALL OIL, GAS, OIL SHALE, COAL, PHOSPHATE, SODIUM, GOLD, SILVER AND ALL OTHER MINERAL DEPOSITS CONTAINED IN SAID LAND, TOGETHER WITH THE
RIGHT TO DRILL FOR AND EXTRACT SUCH DEPOSITS OF OIL AND GAS, OR GAS, AND TO PROSPECT FOR, MINE, AND REMOVE SUCH DEPOSITS OF OTHER MINERALS
FROM SAID LAND, AND TO OCCUPY AND USE SO MUCH OF THE SURFACE OF SAID LAND AS MAY BE REQUIRED THEREFOR, UPON, COMPLIANCE WITH THE CONDITIONS
AND SUBJECT TO THE PROVISIONS AND LIMITATIONS OF CHAPTER 5, PART I, DIVISION 6 OF THE PUBLIC RESOURCES CODE, AS RESERVED TO THE STATE
OF CALIFORNIA, BY PATENT RECORDED APRIL 12, 1960, IN BOOK 5109, PAGE 174, OFFICIAL RECORDS.


 


ALSO
EXCEPT THOSE PORTIONS OF A STRIP OF LAND 400 FEET IN WIDTH WHICH ARE LOCATED WITHIN THE NORTHWEST QUARTER AND THE SOUTHWEST QUARTER OF
THE SOUTHWEST QUARTER OF SECTION 16, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO MERIDIAN, CONTAINED BETWEEN TWO LINES DRAWN FROM
THE NORTH LINE OF SAID SECTION 16, TO THE SOUTH LINE OF SAID SECTION 16, ONE LINE BEING LOCATED 70 FEET NORTHWESTERLY FROM AND THE OTHER
LINE BEING LOCATED 330 FEET SOUTHEASTERLY FROM AND BOTH LINES BEING PARALLEL TO THE FOLLOWING DESCRIBED LINE, EXTENDED:


 


BEGINNING
AT A POINT ON THE NORTH LINE OF SAID SECTION 16, SAID POINT BEING LOCATED SOUTH 89° 42 40” EAST 1112.42 FEET FROM THE NORTHWEST
CORNER OF SAID SECTION 16; THENCE SOUTH 11° 10’ 04” WEST 5348.94 FEET, MORE OR LESS, TO A POINT ON THE SOUTH LINE OF
SAID SECTION WHICH IS LOCATED SOUTH 89° 14’ 56” EAST 147.60 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION 16, AS GRANTED
TO THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA BY INSTRUMENT DATED SEPTEMBER 15, 1934, EXECUTED ON BEHALF OF THE STATE OF
CALIFORNIA BY THE CHIEF OF THE DIVISION OF STATE LANDS PURSUANT TO THE PROVISIONS OF CHAPTER 507 OF THE STATUTES OF CALIFORNIA, 1933.


 






    11


     


    

 


PARCEL
22: APN 645-121-05-0-000


 


THE
NORTH 1/2 OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 36, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY
OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPTING
ALL OIL, GAS, OIL SHALE, COAL, PHOSPHATE, SODIUM, GOLD, SILVER AND ALL OTHER MINERAL DEPOSITS CONTAINED IN SAID LAND, TOGETHER WITH THE
RIGHT TO DRILL FOR AND EXTRACT SUCH DEPOSITS OF OIL AND GAS, OR GAS, AND TO PROSPECT FOR, MINE, AND REMOVE SUCH DEPOSITS OF OTHER MINERALS
FROM SAID LAND, AND TO OCCUPY AND USE SO MUCH OF THE SURFACE OF SAID LAND AS MAY BE REQUIRED THEREFOR, UPON, COMPLIANCE WITH THE CONDITIONS
AND SUBJECT TO THE PROVISIONS AND LIMITATIONS OF CHAPTER 5, PART I, DIVISION 6 OF THE PUBLIC RESOURCES CODE, AS RESERVED TO THE STATE
OF CALIFORNIA, BY PATENT RECORDED APRIL 12, 1960, IN BOOK 5109, PAGE 174, OFFICIAL RECORDS.


 


PARCEL
23: APN 645-121-09-0-000


 


THE
NORTH 1/2 OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 36, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY
OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPTING
ALL OIL, GAS, OIL SHALE, COAL, PHOSPHATE, SODIUM, GOLD, SILVER AND ALL OTHER MINERAL DEPOSITS CONTAINED IN SAID LAND, TOGETHER WITH THE
RIGHT TO DRILL FOR AND EXTRACT SUCH DEPOSITS OF OIL AND GAS, OR GAS, AND TO PROSPECT FOR, MINE, AND REMOVE SUCH DEPOSITS OF OTHER MINERALS
FROM SAID LAND, AND TO OCCUPY AND USE SO MUCH OF THE SURFACE OF SAID LAND AS MAY BE REQUIRED THEREFOR, UPON, COMPLIANCE WITH THE CONDITIONS
AND SUBJECT TO THE PROVISIONS AND LIMITATIONS OF CHAPTER 5, PART I, DIVISION 6 OF THE PUBLIC RESOURCES CODE, AS RESERVED TO THE STATE
OF CALIFORNIA, BY PATENT RECORDED APRIL 12, 1960, IN BOOK 5109, PAGE 174, OFFICIAL RECORDS.


 


ALSO
EXCEPTING THEREFROM A STRIP OF LAND 200 FEET IN WIDTH IN THE SOUTHEAST QUARTER OF SECTION 36, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO
BASE AND MERIDIAN, LYING 100 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTER LINE, EXTENDED:


 


BEGINNING
AT A POINT ON THE SOUTH LINE OF SAID SECTION 16, SAID POINT BEING LOCATED NORTH 46° 03’ WEST 45,738,1 FEET FROM THE SOUTHEAST
CORNER OF SECTION 36, TOWNSHIP 1 NORTH, RANGE 19 EAST, SAN BERNARDINO MERIDIAN; THENCE NORTH 47° 57’ WEST 2500 FEET, MORE OR
LESS, TO A POINT ON THE WEST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 36, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO MERIDIAN,
AS GRANTED TO THE ARIZONA AND CALIFORNIA RAILWAY COMPANY BY PERMIT DATED FEBRUARY 4, 1910, EXECUTED BY THE SURVEYOR GENERAL OF THE STATE
OF CALIFORNIA PURSUANT TO SECTION 478 OF THE CALIFORNIA CIVIL CODE.


 






    12


     


    

 


PARCEL
24: APN 645-271-07-0-000


 


THE
SOUTH 1/2 OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 16, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY
OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPTING
ALL OIL, GAS, OIL SHALE, COAL, PHOSPHATE, SODIUM, GOLD, SILVER AND ALL OTHER MINERAL DEPOSITS CONTAINED IN SAID LAND, TOGETHER WITH THE
RIGHT TO DRILL FOR AND EXTRACT SUCH DEPOSITS OF OIL AND GAS, OR GAS, AND TO PROSPECT FOR, MINE, AND REMOVE SUCH DEPOSITS OF OTHER MINERALS
FROM SAID LAND, AND TO OCCUPY AND USE SO MUCH OF THE SURFACE OF SAID LAND AS MAY BE REQUIRED THEREFOR, UPON, COMPLIANCE WITH THE CONDITIONS
AND SUBJECT TO THE PROVISIONS AND LIMITATIONS OF CHAPTER 5, PART I, DIVISION 6 OF THE PUBLIC RESOURCES CODE, AS RESERVED TO THE STATE
OF CALIFORNIA, BY PATENT RECORDED APRIL 12, 1960, IN BOOK 5109, PAGE 174, OFFICIAL RECORDS


 


PARCEL
25: APN 645-271-15-0-000


 


THE
SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 16, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY
OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPTING
ALL OIL, GAS, OIL SHALE, COAL, PHOSPHATE, SODIUM, GOLD, SILVER AND ALL OTHER MINERAL DEPOSITS CONTAINED IN SAID LAND, TOGETHER WITH THE
RIGHT TO DRILL FOR AND EXTRACT SUCH DEPOSITS OF OIL AND GAS, OR GAS, AND TO PROSPECT FOR, MINE, AND REMOVE SUCH DEPOSITS OF OTHER MINERALS
FROM SAID LAND, AND TO OCCUPY AND USE SO MUCH OF THE SURFACE OF SAID LAND AS MAY BE REQUIRED THEREFOR, UPON, COMPLIANCE WITH THE CONDITIONS
AND SUBJECT TO THE PROVISIONS AND LIMITATIONS OF CHAPTER 5, PART I, DIVISION 6 OF THE PUBLIC RESOURCES CODE, AS RESERVED TO THE STATE
OF CALIFORNIA, BY PATENT RECORDED APRIL 12, 1960, IN BOOK 5109, PAGE 174, OFFICIAL RECORDS.


 






    13


     


    

 


PARCEL
26: APN 645-271-08-0-000


 


THE
SOUTH 1/2 OF THE NORTHWEST 1/4 OF THE NORTHEAST 1/4 OF SECTION 16, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY
OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPTING
ALL OIL, GAS, OIL SHALE, COAL, PHOSPHATE, SODIUM, GOLD, SILVER AND ALL OTHER MINERAL DEPOSITS CONTAINED IN SAID LAND, TOGETHER WITH THE
RIGHT TO DRILL FOR AND EXTRACT SUCH DEPOSITS OF OIL AND GAS, OR GAS, AND TO PROSPECT FOR, MINE, AND REMOVE SUCH DEPOSITS OF OTHER MINERALS
FROM SAID LAND, AND TO OCCUPY AND USE SO MUCH OF THE SURFACE OF SAID LAND AS MAY BE REQUIRED THEREFOR, UPON, COMPLIANCE WITH THE CONDITIONS
AND SUBJECT TO THE PROVISIONS AND LIMITATIONS OF CHAPTER 5, PART I, DIVISION 6 OF THE PUBLIC RESOURCES CODE, AS RESERVED TO THE STATE
OF CALIFORNIA, BY PATENT RECORDED APRIL 12, 1960, IN BOOK 5109, PAGE 174, OFFICIAL RECORDS.


 


PARCEL
27: APN 645-271-05-0-000


 


THE
NORTH 1/2 OF THE NORTHWEST 1/4 OF THE NORTHEAST 1/4 OF SECTION 16, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY
OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPTING
ALL OIL, GAS, OIL SHALE, COAL, PHOSPHATE, SODIUM, GOLD, SILVER AND ALL OTHER MINERAL DEPOSITS CONTAINED IN SAID LAND, TOGETHER WITH THE
RIGHT TO DRILL FOR AND EXTRACT SUCH DEPOSITS OF OIL AND GAS, OR GAS, AND TO PROSPECT FOR, MINE, AND REMOVE SUCH DEPOSITS OF OTHER MINERALS
FROM SAID LAND, AND TO OCCUPY AND USE SO MUCH OF THE SURFACE OF SAID LAND AS MAY BE REQUIRED THEREFOR, UPON, COMPLIANCE WITH THE CONDITIONS
AND SUBJECT TO THE PROVISIONS AND LIMITATIONS OF CHAPTER 5, PART I, DIVISION 6 OF THE PUBLIC RESOURCES CODE, AS RESERVED TO THE STATE
OF CALIFORNIA, BY PATENT RECORDED APRIL 12, 1960, IN BOOK 5109, PAGE 174, OFFICIAL RECORDS.


 


PARCEL
28: APN 645-071-18-0-000


 


ALL
OF SECTION 36, TOWNSHIP 3 NORTH, RANGE 18 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING
TO GOVERNMENT SURVEY.


 


EXCEPTING
THEREFROM ALL MINERALS AND MINERAL DEPOSITS, INCLUDING, BUT NOT LIMITED TO, OIL AND GAS, OTHER GASES, INCLUDING BUT NOT LIMITED TO NONHYDROCARBON
AND GEOTHERMAL GASES, OIL SHALE, COAL, PHOSPHATE, ALUMINA, SILICA, FOSSILS OF ALL GEOLOGICAL AGES, SODIUM, GOLD, SILVER, METALS AND THEIR
COMPOUNDS, ALKALI, ALKALI EARTH, SAND, CLAY, GRAVEL, SALTS AND MINERAL WATERS, URANIUM, TRONA, AND GEOTHERMAL RESOURCES, TOGETHER WITH
THE RIGHT OF THE STATE OR PERSONS AUTHORIZED BY THE STATE TO PROSPECT FOR, DRILL FOR, EXTRACT, MINE AND REMOVE SUCH DEPOSITS OR RESOURCES,
AND TO OCCUPY AND USE SO MUCH OF THE SURFACE OF THE LANDS AS MAY BE NECESSARY THEREFOR, AS RESERVED IN THE PATENT FROM THE STATE OF CALIFORNIA,
RECORDED MARCH 21, 1995 AS INSTRUMENT NO. 95-085121, OFFICIAL RECORDS.


 






    14


     


    

 


PARCEL
29: APN 645-091-10-0-000


 


THE
EAST ONE-HALF OF THE NORTHWEST ONE-QUARTER OF THE NORTHWEST ONE-QUARTER SECTION 12, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO BASE
AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPTING
THEREFROM ONE-QUARTER OF ALL MINERALS, OIL, GAS, CARBONS AND HYDROCARBON SUBSTANCES ON AND UNDER SAID LAND, AS RESERVED IN THE DEED FROM
HOMER S. KNOWLES, ET UX., RECORDED JANUARY 16, 1958 IN BOOK 4414, PAGE 237 OFFICIAL RECORDS.


 


ALSO
EXCEPTING THEREFROM ONE-FOURTH OF ALL MINERALS, OIL, GAS, CARBONS AND HYDROCARBON SUBSTANCES ON AND UNDER SAID LAND, AS RESERVED IN THE
DEED FROM CAROL 0. ALLEN, ET AL., RECORDED OCTOBER 7, 1994 AS INSTRUMENT NO. 94-411051, OFFICIAL RECORDS.


 


PARCEL
30: APN 645-091-06-0-000


 


THE
NORTH HALF OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER, SECTION 12, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO BASE AND MERIDIAN,
IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPTING
THEREFROM 50% OF ALL OIL, GAS, MINERAL, URANIUM, AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED IN THE DEED RECORDED
JUNE 7, 1962, IN BOOK 5712, PAGE 338, OFFICIAL RECORDS.


 


PARCEL
31: APN 645-271-06-0-000


 


THE
NORTH 1/2 OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 16, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO BASE AND MERIDIAN.


 


EXCEPTING
THEREFROM ALL OIL, GAS, OIL SHALE, COAL, PHOSPHATE, SODIUM, GOLD, SILVER AND ALL OTHER MINERAL DEPOSITS, CONTAINED IN SAID LANDS, AND
FURTHER RESERVING TO THE STATE OF CALIFORNIA AND PERSONS AUTHORIZED BY THE STATE, THE RIGHT TO DRILL FOR AND EXTRACT SUCH DEPOSITS OF
OIL AND GAS, OR GAS AND TO PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS OF OTHER MINERALS FROM SAID LANDS AND TO OCCUPY AND USE SO MUCH
OF THE SURFACE OF SAID LANDS AS MAY BE REQUIRED THEREFOR, UPON COMPLIANCE WITH THE CONDITIONS AND SUBJECT TO THE PROVISIONS AND LIMITATIONS
OF CHAPTER 5, PART I, DIVISION 6 OF THE PUBLIC RESOURCES CODE, AS RESERVED IN THE PATENT RECORDED APRIL 12, 1960 IN BOOK 5109, PAGE 174,
OFFICIAL RECORDS.


 






    15


     


    

 


PARCEL
32: APN 645-271-18-0-000


 


THE
SOUTH 1/2 OF THE SOUTHWEST 1/4 OF THE NORTHWEST 1/4 OF SECTION 16, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO BASE AND MERIDIAN.


 


EXCEPTING
THEREFROM THOSE PORTIONS OF A STRIP OF LAND 400 FEET IN WIDTH WHICH ARE LOCATED WITHIN THE NORTHWEST 1/4 AND THE SOUTHWEST 1/4 OF THE
SOUTHWEST 1/4 OF SECTION 16, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO BASE AND MERIDIAN, CONTAINED BETWEEN TWO LINES DRAWN FROM
THE NORTH LINE OF SAID SECTION 16 TO THE SOUTH LINE OF SAID SECTION 16, ONE BEING LOCATED 70 FEET NORTHWESTERLY FROM AND THE OTHER LINE
BEING LOCATED 330 FEET SOUTHWESTERLY FROM AND BOTH LINES BEING PARALLEL TO THE FOLLOWING DESCRIBED LINE, EXTENDED:


 


BEGINNING
AT A POINT ON THE NORTH LINE OF SAID SECTION 16, SAID POINT BEING LOCATED SOUTH 89° 42’ 40” EAST, 1112.42 FEET FROM THE
NORTHWEST CORNER OF SAID SECTION 16; THENCE SOUTH 11° 10’ 04” WEST, 5348.94 FEET, MORE OR LESS, TO A POINT ON THE SOUTH
LINE OF SAID SECTION, WHICH IS LOCATED SOUTH 89° 14’ 56” EAST, 147.60 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION
16, AS GRANTED TO THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, BY INSTRUMENT DATED SEPTEMBER 15, 1934, RECORDED SEPTEMBER
26, 1954 IN BOOK 996, PAGE 160, OFFICIAL RECORDS, EXECUTED ON BEHALF OF THE STATE OF CALIFORNIA BY THE CHIEF OF THE DIVISION OF STATE
LANDS PURSUANT TO THE PROVISIONS OF CHAPTER 507 OF THE STATUTES OF CALIFORNIA, 1933.


 


EXCEPTING
THEREFROM ALL OIL, GAS, OIL SHALE, COAL, PHOSPHATE, SODIUM, GOLD, SILVER AND ALL OTHER MINERAL DEPOSITS, CONTAINED IN SAID LANDS, AND
FURTHER RESERVING TO THE STATE OF CALIFORNIA AND PERSONS AUTHORIZED BY THE STATE, THE RIGHT TO DRILL FOR AND EXTRACT SUCH DEPOSITS OF
OIL AND GAS, OR GAS, AND TO PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS OF OTHER MINERALS FROM SAID LANDS AND TO OCCUPY AND USE SO MUCH
OF THE SURFACE OF SAID LANDS AS MAY BE REQUIRED THEREFOR, UPON COMPLIANCE WITH THE CONDITIONS AND SUBJECT TO THE PROVISIONS AND LIMITATIONS
OF CHAPTER 5, PART I, DIVISION 6 OF THE PUBLIC RESOURCES CODE, AS RESERVED IN THE PATENT RECORDED APRIL 12, 1960 IN BOOK 5109, PAGE 174,
OFFICIAL RECORDS.


 


PARCEL
33: APN 645-271-10-0-000


 


THE
SOUTH 1/2 OF THE NORTHWEST 1/4 OF THE NORTHWEST 1/4 OF SECTION 16, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO BASE AND MERIDIAN.


 






    16


     


    

 


EXCEPTING
THEREFROM THOSE PORTIONS OF A STRIP OF LAND 400 FEET IN WIDTH WHICH ARE LOCATED WITHIN THE NORTHWEST 1/4 AND THE SOUTHWEST 1/4 OF THE
SOUTHWEST 1/4 OF SECTION 16, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO BASE AND MERIDIAN, CONTAINED BETWEEN TWO LINES DRAWN FROM
THE NORTH LINE OF SAID SECTION 16 TO THE SOUTH LINE OF SAID SECTION 16, ONE LINE BEING LOCATED 70 FEET NORTHWESTERLY FROM AND THE OTHER
BEING LOCATED 330 FEET SOUTHWESTERLY FROM AND BOTH LINES BEING PARALLEL TO THE FOLLOWING DESCRIBED LINE, EXTENDED:


 


BEGINNING
AT A POINT ON THE NORTH LINE OF SAID SECTION 16, SAID POINT BEING LOCATED SOUTH 89° 42 40” EAST, 1112.42 FEET FROM THE NORTHWEST
CORNER OF SAID SECTION 16; THENCE SOUTH 11° 10’ 04” WEST, 5348.94 FEET, MORE OR LESS, TO A POINT ON THE SOUTH LINE OF
SAID SECTION, WHICH IS LOCATED SOUTH 89° 14’ 56” EAST, 147,60 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION 16, AS GRANTED
TO THE METROPOLITAN WATER DISTRICT OF SOUTHERN CALIFORNIA, BY INSTRUMENT DATED SEPTEMBER 15, 1934, RECORDED SEPTEMBER 26, 1954 IN BOOK
996, PAGE 160, OFFICIAL RECORDS EXECUTED ON BEHALF OF THE STATE OF CALIFORNIA BY THE CHIEF OF THE DIVISION OF STATE LANDS PURSUANT TO
THE PROVISIONS OF CHAPTER 507 OF THE STATUTES OF CALIFORNIA, 1933.


 


FURTHER
EXCEPTING THEREFROM THOSE PORTIONS OF A STRIP OF LAND 200 FEET IN WIDTH WHICH ARE LOCATED WITHIN THE SOUTHWEST 1/4 OF THE NORTHWEST 1/4
AND THE SOUTHWEST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 16, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO BASE AND MERIDIAN, LYING 100
FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTER LINE, EXTENDED:


 


BEGINNING
AT A POINT ON THE SOUTH LINE OF SAID SECTION 16, SAID POINT BEING LOCATED NORTH 46° 42’ WEST, 69,424.5 FEET FROM THE SOUTHEAST
CORNER OF SECTION 36, TOWNSHIP 1 NORTH, RANGE 19 EAST, SAN BERNARDINO BASE AND MERIDIAN; THENCE NORTH 47° 57’ WEST, 3879,8
FEET, MORE OR LESS, TO A POINT ON THE WEST LINE OF SAID SECTION 16, AS GRANTED TO THE ARIZONA AND CALIFORNIA RAILWAY COMPANY BY PERMIT
DATED FEBRUARY 4, 1910, EXECUTED BY THE SURVEYOR GENERAL OF THE STATE OF CALIFORNIA, PURSUANT TO SECTION 478 OF THE CALIFORNIA CIVIL
CODE.


 


EXCEPTING
THEREFROM ALL OIL, GAS, OIL, SHALE, COAL, PHOSPHATE, SODIUM, GOLD, SILVER AND ALL OTHER MINERAL DEPOSITS, CONTAINED IN SAID LANDS, AND
FURTHER RESERVING TO THE STATE OF CALIFORNIA AND PERSONS AUTHORIZED BY THE STATE, THE RIGHT TO DRILL FOR AND EXTRACT SUCH DEPOSITS OF
OIL AND GAS, OR GAS, AND TO PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS OF OTHER MINERALS FROM SAID LANDS AND TO OCCUPY AND USE SO MUCH
OF THE SURFACE OF SAID LANDS AS MAY BE REQUIRED THEREFOR, UPON COMPLIANCE WITH THE CONDITIONS AND SUBJECT TO THE PROVISIONS AND LIMITATIONS
OF CHAPTER 5, PART I, DIVISION 6 OF THE PUBLIC RESOURCES CODE, AS RESERVED IN THE PATENT RECORDED APRIL 12, 1960 IN BOOK 5109, PAGE 174,
OFFICIAL RECORDS.


 






    17


     


    

 


PARCEL
34: APN 645-101-04-0-000


 


THE
NORTH ONE-HALF OF THE NORTHEAST ONE-QUARTER OF SECTION 23, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF
SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


PARCEL
35: APN 645-271-16-0-000


 


THE
SOUTH HALF OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 16, TOWNSHIP 2 NORTH, RANGE 18 EAST, SAN BERNARDINO MERIDIAN,
IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF ON FILE IN THE DISTRICT LAND OFFICE.


 


EXCEPT
THEREFROM ALL OIL, GAS, OIL SHALE, COAL, PHOSPHATE, SODIUM, GOLD, SILVER AND ALL OTHER MINERAL DEPOSITS, CONTAINED IN SAID LAND, AND
FURTHER RESERVING TO THE STATE OF CALIFORNIA AND PERSONS AUTHORIZED BY THE STATE, THE RIGHT TO DRILL FOR AND EXTRACT SUCH DEPOSITS OF
OIL AND GAS, OR GAS, AND TO PROSPECT FOR, MINE AND REMOVE SUCH DEPOSITS OF OTHER MINERALS FROM SAID LANDS AND TO OCCUPY AND USE SO MUCH
OF THE SURFACE OF SAID LANDS AS MAY BE REQUIRED THEREFOR, UPON COMPLIANCE WITH THE CONDITIONS AND SUBJECT TO THE PROVISIONS AND LIMITATIONS
OF CHAPTER 5, PART I, DIVISION 6 OF THE PUBLIC RESOURCES CODE, AS RESERVED IN THE PATENT RECORDED APRIL 12, 1960, IN BOOK 5109, PAGE
174, OFFICIAL RECORDS.


 


DIVISION
C:


 


PARCEL
36: APN 556-271-06-0-000


 


SECTION
1, TOWNSHIP 5 NORTH, RANGE 13 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.


 


PARCEL
37: APN 556-271-25-0-000, APN 556-271-26-0-000


 


SECTION
13, TOWNSHIP 5 NORTH, RANGE 13 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF.


 


EXCEPT
THEREFROM THAT PORTION CONVEYED TO CALIFORNIA, ARIZONA, AND SANTA FE RAILWAY COMPANY BY DEED RECORDED MARCH 16, 1914 IN BOOK 548, PAGE
29, OF DEEDS.


 


ALSO
EXCEPT THEREFROM THAT PORTION CONVEYED TO CALIFORNIA, ARIZONA AND SANTA FE RAILWAY COMPANY BY DEED RECORDED NOVEMBER 26, 1913 IN BOOK
542, PAGE 1, OF DEEDS.


 






    18


     


    

 


PARCEL
38: APN 556-321-18-0-000


 


SECTION
13, TOWNSHIP 4 NORTH, RANGE 14 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF.


 


PARCEL
39: APN 556-281-02-0-000, APN 556-281-12-0-000


 


SECTIONS
5 AND 9, TOWNSHIP 5 NORTH, RANGE 14 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO
THE OFFICIAL PLAT THEREOF.


 


PARCEL
40: APN 556-301-06-0-000, APN 556-301-07-0-000


 


SECTION
13, TOWNSHIP 5 NORTH, RANGE 14 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF.


 


EXCEPT
THEREFROM THAT PORTION CONVEYED TO CALIFORNIA, ARIZONA, AND SANTA FE RAILWAY COMPANY BY DEED RECORDED MARCH 16, 1914 IN BOOK 548, OF
DEEDS, PAGE 29. ALSO EXCEPT THEREFROM THAT PORTION CONVEYED TO CALIFORNIA, ARIZONA AND SANTA FE RAILWAY COMPANY BY DEED RECORDED NOVEMBER
26, 1913 IN BOOK 542, OF DEEDS, PAGE 1.


 


ALSO
EXCEPT THEREFROM THAT PORTION CONVEYED TO CALIFORNIA, ARIZONA AND SANTA FE RAILWAY COMPANY BY DEED RECORDED AUGUST 8, 1936 IN BOOK 1155,
PAGE 155 OF OFFICIAL RECORDS.


 


PARCEL
41: APN 556-311-17-0-000, APN 556-311-41-0-000


 


SECTIONS
25 AND 35, TOWNSHIP 5 NORTH, RANGE 14 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF. EXCEPT FROM SAID SECTION 25 THAT PORTION CONVEYED TO CALIFORNIA, ARIZONA, AND SANTA FE RAILWAY COMPANY
BY DEED RECORDED JULY 18, 1914, IN BOOK 554, PAGE 155, OF DEEDS.


 


PARCEL
42: APN 653-021-14-0-000


 


SECTION
17, TOWNSHIP 4 NORTH, RANGE 15 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF.


 


PARCEL
43: APN 653-041-23-0-000, APN 653-04-24-0-000


 


SECTION
5, TOWNSHIP 5 NORTH, RANGE 15 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.


 


EXCEPT
THEREFROM THAT PORTION CONVEYED TO CALIFORNIA, ARIZONA AND SANTA FE RAILWAY COMPANY BY DEED RECORDED MARCH 16, 1914 IN BOOK 548, PAGE
29, OF DEEDS.


 






    19


     


    

 


PARCEL
44: APN 653-041-10-0-000


 


THE
NORTH ONE-HALF AND THE WEST ONE-HALF OF THE WEST ONE-HALF OF THE NORTHWEST ONE-QUARTER OF THE SOUTHWEST ONE-QUARTER AND THE NORTHEAST
ONE-QUARTER OF THE SOUTHEAST ONE-QUARTER AND THE SOUTHWEST ONE-QUARTER OF THE SOUTHEAST ONE-QUARTER AND THE EAST ONE-HALF OF THE NORTHWEST
ONE-QUARTER OF THE SOUTHEAST ONE-QUARTER. AND THE EAST ONE-HALF OF THE WEST ONE-HALF OF THE NORTHWEST ONE-QUARTER OF THE SOUTHEAST ONE-QUARTER
OF ALL IN SECTION 9, TOWNSHIP 5 NORTH, RANGE 15 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPTING
THEREFROM ALL MINERALS AND MINERAL RIGHTS, INTERESTS, AND ROYALTIES, INCLUDING, WITHOUT LIMITING THE GENERALITY THEREOF, ALL OIL GAS
AND OTHER HYDROCARBON SUBSTANCES, AS WELL AS ALL GEOTHERMAL RESOURCES, AND METALLIC OR OTHER SOLID MINERALS, TOGETHER WITH THE EXCLUSIVE
AND PERPETUAL RIGHT OF GRANTOR, ITS SUCCESSORS, ASSIGNS AND LESSEES, OF INGRESS AND EGRESS IN, UPON AND OVER SAID LAND TO EXPLORE FOR,
EXTRACT, STORE, REFINE, PROCESS, AND REMOVE THE SAME, AND MAKE SUCH USE OF SAID LAND AS IS NECESSARY OR USEFUL IN CONNECTION THEREWITH,
TOGETHER WITH THE RIGHT TO USE SUCH WATER AS MAY BE FOUND ON OR BENEATH SAID LAND FOR EXTRACTION OR PROCESS ION OF SUCH MINERALS AS MAY
BE FOUND THEREON. GRANTOR COVENANTS AND AGREES THAT IT WILL COMPENSATE THE OWNER OF THE SURFACE OF SAID LAND FOR SUCK PORTION THEREOF
AS MAY BE TAKEN OR DAMAGED BY EXERCISE OF THE RIGHTS RETAINED BY GRANTOR, SUCH COMPENSATION TO BE AN AMOUNT EQUAL TO THE DIMINUTION OF
THE FAIR MARKET VALUE OF SAID SURFACE ESTATE SO TAKEN OR DAMAGED, WHICH IN THE ABSENCE OF AGREEMENT, SHALL BE DETERMINED BY THE SUPERIOR
COURT OF THE COUNTY IN WHICH SAID LAND IS LOCATED, IN THE MANNER PRESCRIBED FOR DETERMINATION OF VALUES OF REAL PROPERTY BEING ACQUIRED
THROUGH EXERCISE OF THE POWER OF EMINENT DOMAIN, AS RESERVED IN THE DEED FROM SANTA FE PACIFIC REALTY CORPORATION, RECORDED OCTOBER 14,
1988, AS INSTRUMENT NO. 88-346016, OFFICIAL RECORDS.


 


PARCEL
45: APN 653-041-16-0-000


 


SECTION
17, TOWNSHIP 5 NORTH, RANGE 15 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF.


 






    20


     


    

 


PARCEL
46: APN 654-031-02-0-000, APN 654-031-03-0-000


 


SECTION
1, TOWNSHIP 6 NORTH, RANGE 15 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.


 


EXCEPT
THEREFROM THE SOUTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF SAID SECTION 1.


 


PARCEL
47: APN 654-021-27-0-000, APN 654-021-28-0-000


 


THE
WEST ONE-HALF OF SECTION 13, TOWNSHIP 6 NORTH, RANGE 15 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPT
THEREFROM THAT PORTION CONVEYED TO CALIFORNIA, ARIZONA, AND SANTA FE RAILWAY COMPANY BY DEED RECORDED MARCH 16, 1914 IN BOOK 548, PAGE
29, OF DEEDS.


 


ALSO
EXCEPT THEREFROM THAT PORTION CONVEYED TO CALIFORNIA, ARIZONA AND SANTA FE RAILWAY COMPANY BY DEED RECORDED NOVEMBER 26, 1913 IN BOOK
542, PAGE 1, OF DEEDS.


 


PARCEL
48: APN 654-011-03-0-000, APN 654-011-11-0-000, APN 654-011-21-0-000, APN 654-011-22-0-000


 


SECTIONS
21, 29 AND 33, TOWNSHIP 6 NORTH, RANGE 15 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF.


 


EXCEPT
FROM SAID SECTION 33 THAT PORTION CONVEYED TO CALIFORNIA, ARIZONA, AND SANTA FE RAILWAY COMPANY BY DEED RECORDED MARCH 16, 1914, IN BOOK
548, PAGE 29, OF DEEDS.


 


PARCEL
49: APN 556-321-03-0-000


 


SECTION
4, TOWNSHIP 4 NORTH, RANGE 14 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.


 


PARCEL
50: APN 653-041-13-0-000


 


SECTION
8, TOWNSHIP 5 NORTH, RANGE 15 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.


 






    21


     


    

 


EXCEPTING
THEREFROM ANY PORTION OF THE ABOVE DESCRIBED PARCELS OF LAND LYING WITHIN THE 200 FOOT RIGHT OF WAY GRANTED TO SOUTHERN PACIFIC RAILROAD
COMPANY BY ACT OF CONGRESS APPROVED JULY 27, 1866.


 


EXCEPT
ALL MINERAL AND MINERAL RIGHTS AS MORE FULLY SET FORTH IN THE DEED FROM SANTA FE PACIFIC REALTY CORPORATION, A DELAWARE CORPORATION,
AS SUCCESSOR IN INTEREST TO SOUTHERN PACIFIC LAND COMPANY, A CALIFORNIA CORPORATION, RECORDED OCTOBER 14, 1988 AS INSTRUMENT NO. 88-346016
OF OFFICIAL RECORDS.


 


SAID
DEED RECITES THE FOLLOWING:


 


GRANTOR
EXCEPTS FROM SECTION 9, TOWNSHIP 5 NORTH, RANGE 15 EAST, SAN BERNARDINO MERIDIAN, AND RESERVES UNTO ITSELF, ITS SUCCESSORS AND ASSIGNS
ALL MINERALS AND MINERAL RIGHTS, INTERESTS, AND ROYALTIES, INCLUDING, WITHOUT LIMITING THE GENERALITY THEREOF, ALL OIL GAS AND OTHER
HYDROCARBON SUBSTANCES, AS WELL AS ALL GEOTHERMAL RESOURCES, AND METALLIC OR OTHER SOLID MINERALS, TOGETHER WITH THE EXCLUSIVE AND PERPETUAL
RIGHT OF GRANTOR, ITS SUCCESSORS, ASSIGNS AND LESSEES, OF INGRESS AND EGRESS IN, UPON AND OVER SAID LAND TO EXPLORE FOR, EXTRACT, STORE,
REFINE, PROCESS, AND REMOVE THE SAME, AND MAKE SUCH USE OF SAID LAND AS IS NECESSARY OR USEFUL IN CONNECTION THEREWITH, TOGETHER WITH
THE RIGHT TO USE SUCH WATER AS MAY BE FOUND ON OR BENEATH SAID LAND FOR EXTRACTION OR PROCESSING OF SUCH MINERALS AS MAY BE FOUND THEREON.
GRANTOR COVENANTS AND AGREES THAT IT WILL COMPENSATE THE OWNER OF THE SURFACE OF SAID LAND FOR SUCH PORTION THEREOF AS MAY BE TAKEN OR
DAMAGED BY EXERCISE OF THE RIGHTS RETAINED BY GRANTOR, SUCH COMPENSATION TO BE AN AMOUNT EQUAL TO THE DIMINUTION OF THE FAIR MARKET VALUE
OF SAID SURFACE ESTATE SO TAKEN OR DAMAGED, WHICH IN THE ABSENCE OF AGREEMENT, SHALL BE DETERMINED BY THE SUPERIOR COURT OF THE COUNTY
IN WHICH SAID LAND IS LOCATED, IN THE MANNER PRESCRIBED FOR DETERMINATION OF VALUES OF REAL PROPERTY BEING ACQUIRED THROUGH EXERCISE
OF THE POWER OF EMINENT DOMAIN.


 


PARCEL
51: APN 556-321-04-0-000


 


SECTION
3, TOWNSHIP 4 NORTH, RANGE 14 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.


 


PARCEL
52: APN 556-281-13-0-000, APN 556-281-17-0-000, APN 556-281-19-0-000, APN 556-281-20-0-000, APN 556-311-01-0-000, APN 556-311-02-0-000,
APN 556-311-05-0-000, APN 556-311-06-0-000, APN 556-311-10-0-000, APN 556-311-11-0-000, APN 556-311-47-0-000


 






    22


     


    

 


SECTIONS
8, 17, 18, 19, 20, 23, 24, THE NORTHEAST ONE-QUARTER, THE WEST ONE-HALF AND THE NORTH ONE-HALF OF THE SOUTHEAST ONE-QUARTER OF SECTION
26 AND SECTIONS 28 AND 29, TOWNSHIP 5 NORTH, RANGE 14 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPTING
FROM SAID SECTION 17 THAT PORTION CONVEYED TO CALIFORNIA, ARIZONA AND SANTA FE RAILWAY COMPANY BY DEED RECORDED AUGUST 16, 1914 IN BOOK
548, PAGE 29, OF DEEDS.


 


ALSO
EXCEPT FROM SAID SECTION 17 THAT PORTION CONVEYED TO CALIFORNIA, ARIZONA AND SANTA FE RAILWAY COMPANY BY DEED RECORDED NOVEMBER 26, 1913
IN BOOK 542, PAGE 1, OF DEEDS.


 


EXCEPTING
THEREFROM ANY PORTION OF THE ABOVE DESCRIBED PARCELS OF LAND LYING WITHIN THE 200 FOOT RIGHT OF WAY GRANTED TO SOUTHERN PACIFIC RAILROAD
COMPANY BY ACT OF CONGRESS APPROVED JULY 27, 1866.


 


PARCEL
53: APN 653-041-15-0-000


 


SECTION
18, TOWNSHIP 5 NORTH, RANGE 15 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF.


 


EXCEPTING
THEREFROM ANY PORTION OF THE ABOVE DESCRIBED LAND LYING WITHIN THE 200 FOOT RIGHT OF WAY GRANTED TO SOUTHERN PACIFIC RAILROAD COMPANY
BY ACT OF CONGRESS APPROVED JULY 27, 1866.


 


PARCEL
54: APN 558-181-04-0-000


 


THE
SOUTH 1/2 OF THE SOUTHWEST 1/4 OF THE NORTHEAST 1/4 AND THE SOUTHWEST 1/4 OF THE SOUTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 31, TOWNSHIP
6 NORTH, RANGE 14 EAST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND.


 


DIVISION
D:


 


PARCEL
55: APN 556-311-49-0-000


 


THE
SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 5 NORTH, RANGE 14 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF
SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


DIVISION
E:


 


PARCEL
56: APN 556-341-01-0-000, APN 556-341-02-0-000, APN 556-341-03-0-000, APN 556-341-05-0-000, APN 556-341-06-0-000, APN 556-341-07-0-000,
APN 556-341-08-0-000, APN 556-351-01-0-000, APN 556-351-02-0-000, APN 556-351-03-0-000, APN 556-351-04-0-000, APN 556-351-05-0-000, APN
556-351-06-0-000, APN 556-351-07-0-000, APN 556-351-08-0-000


 






    23


     


    

 


PARCELS
1, 2, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 AND 16 OF PARCEL MAPS NO. 10131, IN THE UNINCORPORATED AREA OF SAN BERNARDINO COUNTY,
AS PER PLAT RECORDED IN BOOK 108, PAGE 55, OF PARCEL MAPS, RECORDS, RECORDS OF SAID COUNTY.


 


PARCEL
57: APN 556-311-53-0-000


 


THE
SOUTH HALF OF THE SOUTHWEST QUARTER OF SECTION 21, TOWNSHIP 5 NORTH, RANGE 14 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO,
STATE OF CALIFORNIA ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


PARCEL
58: APN 556-321-02-0-000, APN 556-321-06-0-000, APN 556-321-10-0-000, APN 556-321-05-0-000


 


SECTIONS
1, 5 AND 9, TOWNSHIP 4 NORTH, RANGE 14 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF, AND SECTION 2, TOWNSHIP 4 NORTH, RANGE 14 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO,
STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


DIVISION
F:


 


PARCEL
1: APN 556-271-02-0-000


 


ALL
OF SECTION 5, TOWNSHIP 5 NORTH, RANGE 13 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF.


 


PARCEL
2: APN 556-271-10-0-000


 


SECTION
9, TOWNSHIP 5 NORTH, RANGE 13 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL
PLAT THEREOF.


 


EXCEPTING
THEREFROM THAT PORTION OF THE SOUTH ONE-HALF OF THE SOUTHEAST ONE-QUARTER OF SECTION 9, TOWNSHIP 5 NORTH, RANGE 13 EAST, DESCRIBED AS
FOLLOWS:


 


BEGINNING
AT A POINT IN THE SOUTH LINE OF SAID SECTION 9, 167 FEET WEST FROM THE SOUTHEAST CORNER OF SAID SECTION 9; THENCE NORTH 52° 34’
WEST 1650 FEET; THENCE SOUTH 25° 51’ WEST 1114.4 FEET TO A POINT IN THE SAID SOUTH LINE OF SECTION 9; THENCE EAST, ALONG SAID
SOUTH LINE 1795.1 FEET TO THE POINT OF BEGINNING.


 






    24


     


    

 


ALSO
EXCEPTING THEREFROM THAT PORTION OF THE SOUTHWEST ONE-QUARTER OF THE SOUTHEAST ONE-QUARTER AND OF THE SOUTHEAST ONE-QUARTER OF THE SOUTHWEST
ONE-QUARTER OF SECTION 9, TOWNSHIP 5 NORTH, RANGE 13 EAST, DESCRIBED AS FOLLOWS:


 


BEGINNING
AT A POINT IN THE NORTHERN RIGHT OF WAY LINE OF SAID RAILWAY COMPANY, 100 FEET NORTHERLY FROM AND AT RIGHT ANGLES TO THE CENTER LINE
OF SAID RAILWAY COMPANY’S TRAIN TRACK, AT ENGINEER’S STATION 4495 PLUS 25.7; THENCE NORTH 28° 55’ EAST, 1132.4
FEET; THENCE SOUTH 47° 34’ EAST, 1720 FEET, MORE OR LESS, TO THE SOUTH LINE OF SAID SECTION 9; THENCE WESTERLY, ALONG SAID
SOUTH LINE OF SAID NORTHERN RIGHT OF WAY LINE, TO THE POINT OF BEGINNING.


 


ALSO
EXCEPTING THEREFROM THAT PORTION OF THE SOUTH ONE-HALF OF THE SOUTHWEST ONE-QUARTER AND THE NORTHWEST ONE-QUARTER OF THE SOUTHWEST ONE-QUARTER
OF SECTION 9, TOWNSHIP 5 NORTH, RANGE 13 EAST, DESCRIBED AS FOLLOWS:


 


BEGINNING
AT A POINT IN THE NORTHERN RIGHT OF WAY LINE OF SAID RAILWAY COMPANY, 100 FEET NORTHERLY FROM AND AT RIGHT ANGLES TO THE CENTER LINE
OF SAID RAILWAY COMPANY’S MAIN TRACK AT ENGINEER’S STATION 4465 PLUS 25.7; THENCE NORTH 38° 39’ WEST, 2360 FEET,
MORE OR LESS, TO A POINT IN THE WEST LINE OF SAID SECTION 9; THENCE SOUTH, ALONG SAID WEST LINE, TO AN INTERSECTION WITH THE NORTHERN
BOUNDARY OF SAID RAILWAY COMPANY’S STATION GROUNDS AT OLD BENGAL; THENCE SOUTH 84° 39’ EAST, 759.4 FEET, MORE OR LESS,
ALONG SAID NORTHERN BOUNDARY TO THE NORTHEAST CORNER OF SAID STATION GROUNDS, 200 FEET, NORTHERLY AT RIGHT ANGLES FROM THE CENTER LINE
OF SAID RAILWAY COMPANY’S MAIN TRACK AT ENGINEER’S STATION 4492 PLUS 50; THENCE SOUTH 5° 21’ WEST, 100 FEET, ALONG
THE EASTERLY BOUNDARY OF SAID STATION GROUNDS, TO SAID NORTHERN RIGHT OF WAY LINE; THENCE SOUTH 84° 39’ EAST ALONG SAID RIGHT
OF WAY LINE, 724.3 FEET TO THE POINT OF BEGINNING.


 


ALSO
EXCEPTING THEREFROM THAT PORTION LYING WITHIN THE FOLLOWING DESCRIBED PROPERTY:


 


THE
STATION GROUNDS AT OLD BENGAL, ORIGINALLY BRISTOL; SITUATED IN THE SOUTH ONE-HALF OF THE SOUTHEAST ONE-QUARTER OF SECTION 8, IN THE SOUTHWEST
ONE-QUARTER OF THE SOUTHWEST ONE-QUARTER OF SECTION 9 AND IN THE NORTHWEST ONE-QUARTER OF THE NORTHWEST ONE-QUARTER OF SECTION 16, TOWNSHIP
5 NORTH, RANGE 13 EAST, BEING 2 STRIPS OF LAND, EACH 100 FEET IN WIDTH BY 2600 FEET IN LENGTH, CONTIGUOUS TO AND ON THE NORTHERLY AND
SOUTHERLY SIDES OF THE 200 FOOT RIGHT OF WAY AND EXTENDING FROM A LINE AT RIGHT ANGLES TO THE MAIN TRACK THROUGH ENGINEER’S STATION
4518 PLUS 50 SOUTH 54° 39’ EAST 2600 FEET TO A LINE AT RIGHT ANGLES TO THE MAIN TRACK THROUGH ENGINEER’S STATION 4492
PLUS 50.


 






    25


     


    

 


ALSO
EXCEPTING THEREFROM THAT PORTION LYING WITHIN THE 200 FOOT WIDE STRIP OF LAND DESCRIBED IN THE DEED TO THE CALIFORNIA, ARIZONA AND SANTA
FE RAILWAY COMPANY DATED MAY 29, 1913 RECORDED APRIL 16, 1914 IN BOOK 548 PAGE 29 OF DEEDS.


 


PARCEL
3: APN 556-271-16-0-000


 


THAT
PORTION OF THE SOUTH ONE-HALF OF THE SOUTHEAST ONE-QUARTER OF SECTION 9, TOWNSHIP 5 NORTH, RANGE 13 EAST, DESCRIBED AS FOLLOWS:


 


BEGINNING
AT A POINT IN THE SOUTH LINE OF SAID SECTION 9, 167 FEET WEST FROM THE SOUTHEAST CORNER OF SAID SECTION 9; THENCE NORTH 52° 34’
WEST 1650 FEET; THENCE SOUTH 25° 51’ WEST 1114.4 FEET TO A POINT IN THE SAID SOUTH LINE OF SECTION 9; THENCE EAST, ALONG SAID
SOUTH LINE 1795.1 FEET TO THE POINT OF BEGINNING.


 


PARCEL
4: APN 556-271-15-0-000


 


THAT
PORTION OF THE SOUTHWEST ONE-QUARTER OF THE SOUTHEAST ONE-QUARTER AND OF THE SOUTHEAST ONE-QUARTER OF THE SOUTHWEST ONE-QUARTER OF SECTION
9, TOWNSHIP 5 NORTH, RANGE 13 EAST, DESCRIBED AS FOLLOWS:


 


BEGINNING
AT A POINT IN THE NORTHERN RIGHT OF WAY LINE OF SAID RAILWAY COMPANY, 100 FEET NORTHERLY FROM AND AT RIGHT ANGLES TO THE CENTER LINE
OF SAID RAILWAY COMPANY’S TRAIN TRACK, AT ENGINEER’S STATION 4495 PLUS 25.7; THENCE NORTH 28° 55’ EAST, 1132.4
FEET; THENCE SOUTH 47° 34’ EAST, 1720 FEET, MORE OR LESS, TO THE SOUTH LINE OF SAID SECTION 9; THENCE WESTERLY, ALONG SAID
SOUTH LINE OF SAID NORTHERN RIGHT OF WAY LINE, TO THE POINT OF BEGINNING.


 


PARCEL
5: APN 556-271-14-0-000


 


THAT
PORTION OF THE SOUTH ONE-HALF OF THE SOUTHWEST ONE-QUARTER AND THE NORTHWEST ONE-QUARTER OF THE SOUTHWEST ONE-QUARTER OF SECTION 9, TOWNSHIP
5 NORTH, RANGE 13 EAST, DESCRIBED AS FOLLOWS:


 


BEGINNING
AT A POINT IN THE NORTHERN RIGHT OF WAY LINE OF SAID RAILWAY COMPANY, 100 FEET NORTHERLY FROM AND AT RIGHT ANGLES TO THE CENTER LINE
OF SAID RAILWAY COMPANY’S MAIN TRACK AT ENGINEER’S STATION 4465 PLUS 25.7; THENCE NORTH 38° 39’ WEST, 2360 FEET,
MORE OR LESS, TO A POINT IN THE WEST LINE OF SAID SECTION 9; THENCE SOUTH, ALONG SAID WEST LINE, TO AN INTERSECTION WITH THE NORTHERN
BOUNDARY OF SAID RAILWAY COMPANY’S STATION GROUNDS AT OLD BENGAL; THENCE SOUTH 84° 39’ EAST, 759.4 FEET, MORE OR LESS,
ALONG SAID NORTHERN BOUNDARY TO THE NORTHEAST CORNER OF SAID STATION GROUNDS, 200 FEET, NORTHERLY AT RIGHT ANGLES FROM THE CENTER LINE
OF SAID RAILWAY COMPANY’S MAIN TRACK AT ENGINEER’S STATION 4492 PLUS 50; THENCE SOUTH 5° 21’ WEST, 100 FEET, ALONG
THE EASTERLY BOUNDARY OF SAID STATION GROUNDS, TO SAID NORTHERN RIGHT OF WAY LINE; THENCE SOUTH 84° 39’ EAST ALONG SAID RIGHT
OF WAY LINE, 724.3 FEET TO THE POINT OF BEGINNING.


 






    26


     


    

 


PARCEL
6: APN 556-271-23-0-000


 


ALL
OF SECTION 17, TOWNSHIP 5 NORTH, RANGE 13 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF.


 


PARCEL
7: APN 556-251-03-0-000


 


ALL
OF SECTION 21, TOWNSHIP 5 NORTH, RANGE 13 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF.


 


PARCEL
8: APN 556-251-11-0-000


 


SECTION
29, TOWNSHIP 5 NORTH, RANGE 13 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF.


 


PARCEL
9: APN 556-251-15-0-000


 


SECTION
33, TOWNSHIP 5 NORTH, RANGE 13 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF.


 


PARCEL
10: APN 568-251-10-0-000


 


SECTION
29, TOWNSHIP 13 NORTH, RANGE 19 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF.


 


PARCEL
11: APN 653-011-15-0-000


 


SECTION
33, TOWNSHIP 4 NORTH, RANGE 15 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF.


 


PARCEL
12: APN 558-151-14-0-000


 


THAT
PORTION OF SECTION 33, TOWNSHIP 6 NORTH, RANGE 13 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF ON FILE IN THE DISTRICT LAND OFFICE, LYING NORTHERLY OF THE STATE HIGHWAY.


 






    27


     


    

 


PARCEL
13: APN 558-151-15-0-000


 


THAT
PORTION OF SECTION 33, TOWNSHIP 6 NORTH, RANGE 13 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF ON FILE IN THE DISTRICT LAND OFFICE, LYING SOUTHERLY OF THE STATE HIGHWAY.


 


PARCEL
14: APN 556-271-22-0-000


 


SECTION
16, TOWNSHIP 5 NORTH, RANGE 15 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF.


 


EXCEPTING
THEREFROM THOSE CERTAIN STRIPS OF LAND FOR RAILWAY PURPOSES AND STATION GROUNDS DEEDED TO CALIFORNIA, ARIZONA AND SANTA FE RAILROAD COMPANY
BY DEEDS RECORDED NOVEMBER 26, 1913 IN BOOK 542, PAGE 1, OF DEEDS, AND MARCH 16, 1914 IN BOOK 548, PAGE 29, OF DEEDS.


 


ALSO
EXCEPTING THEREFROM ALL COAL, OIL, GAS AND OTHER MINERAL DEPOSITS, TOGETHER WITH THE RIGHTS TO PROSPECT FOR, MINE AND REMOVE THE SAME,
ACCORDING TO THE PROVISIONS OF SAID ACT OF JUNE 1, 1938 AS RESERVED IN THE PATENT FROM THE STATE OF CALIFORNIA, RECORDED JULY 28, 1958,
IN BOOK 4564, PAGE 100, OF OFFICIAL RECORDS.


 


PARCEL
15: APN 656-111-18-0-000


 


SECTION
13, TOWNSHIP 9 NORTH, RANGE 17 EAST, SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE
OFFICIAL PLAT THEREOF.


 


PARCEL
16: APN 556-311-04-0-000


 


ALL
OF SECTION 22, TOWNSHIP 5 NORTH, RANGE 14 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


PARCEL
17: APN 556-311-09-0-000


 


ALL
OF SECTION 27, TOWNSHIP 5 NORTH, RANGE 14 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.


 






    28


     


    

 


PARCEL
18:


 


INTENTIONALLY
OMITTED


 


PARCEL
19:


 


INTENTIONALLY
OMITTED


 


PARCEL
20: APN 556-341-02-0-000


 


PARCEL
2 OF PARCEL MAP 10131, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 108, PAGE 55, OF PARCEL MAPS,
RECORDS OF SAID COUNTY.


 


PARCEL
21: APN 558-171-16-0-000


 


THE
EAST 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF SECTION 36, TOWNSHIP 6 NORTH, RANGE 13 EAST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING
TO GOVERNMENT SURVEY, RECORDS OF SAID COUNTY.


 


PARCEL
22: PORTION APN 558-181-21-0-000


 


THAT
PORTION OF THE SOUTHEAST 1/4 OF SECTION 31, TOWNSHIP 6 NORTH, RANGE 14 EAST, SAN BERNARDINO BASE AND MERIDIAN, LYING SOUTH OF THE SOUTH
LINE OF ROUTE 66, OF SAID COUNTY, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:


 


BEGINNING
AT THE SOUTHEAST CORNER OF AFOREMENTIONED SECTION 31; THENCE NORTH 1° 09’ 15” WEST, ALONG THE EAST LINE OF SAID SECTION,
1118.69 FEET TO THE SOUTH LINE OF ROUTE 66 AS DESCRIBED IN THAT CERTAIN QUITCLAIM DEED FROM MELVANE CHAMBLESS TO THE STATE OF CALIFORNIA,
RECORDED IN BOOK 594 PAGE 279, OFFICIAL RECORDS; THENCE ALONG SAID SOUTH LINE SOUTH 88° 42’ 45” WEST 2,648.78 FEET TO
A POINT ON THE WEST LINE OF SAID SOUTHEAST 1/4 OF SECTION 31; THENCE SOUTH 1° 14’ 08” EAST 1,043.56 FEET ALONG SAID WEST
LINE TO THE SOUTH 1/4 CORNER OF SAID SECTION 31; THENCE ALONG THE SOUTH LINE OF SAID SOUTHEAST 1/4 SOUTH 89° 39’ 43”
EAST, 2,648.12 FEET TO THE POINT OF BEGINNING.


 


PARCEL
23: PORTION APN 558-181-21-0-000


 


THAT
PORTION OF THE SOUTHEAST 1/4 OF SECTION 31, TOWNSHIP 6 NORTH, RANGE 14 EAST, SAN BERNARDINO BASE AND MERIDIAN, LYING NORTH OF THE NORTH
LINE OF ROUTE 66 WHICH HIGHWAY IS 200 FEET WIDE AND MORE PARTICULARLY DESCRIBED IN THAT CERTAIN QUITCLAIM DEED FROM MELVANE CHAMBLESS
TO THE STATE OF CALIFORNIA, RECORDED IN BOOK 594, PAGE 279, OFFICIAL RECORDS.


 






    29


     


    

 


PARCEL
24: APN 558-181-05-0-000


 


THE
SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 31, TOWNSHIP 6 NORTH, RANGE 14 EAST, OF THE SAN BERNARDINO
BASE AND MERIDIAN, CONTAINING 10 ACRES MORE OR LESS.


 


PARCEL
25: APN 645-061-15-0-000


 


ALL
OF SECTION 16, TOWNSHIP 3 NORTH, RANGE 18 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPTING
THEREFROM ALL MINERALS AND MINERAL DEPOSITS, INCLUDING, BUT NOT LIMITED TO, OIL AND GAS, OTHER GASES, INCLUDING, BUT NOT LIMITED TO,
NONHYDROCARBON AND GEOTHERMAL GASES, OIL SHALE, COAL, PHOSPHATE, ALUMINA, SILICA, FOSSILS OF ALL GEOLOGICAL AGES, SODIUM, GOLD, SILVER,
METALS AND THEIR COMPOUNDS, ALKALI, ALKALI EARTH, SAND, CLAY, GRAVEL, SALTS AND MINERAL WATERS, URANIUM, TRONA, AND GEOTHERMAL RESOURCES,
TOGETHER WITH THE RIGHT OF THE STATE OR PERSONS AUTHORIZED BY THE STATE TO PROSPECT FOR, DRILL FOR, EXTRACT, MINE AND REMOVE SUCH DEPOSITS
OR RESOURCES, AND TO OCCUPY AND USE SO MUCH OF THE SURFACE OF THE LANDS AS MAY BE NECESSARY THEREFROM, AS RESERVED BY THE STATE OF CALIFORNIA
IN PATENT RECORDED JUNE 4, 1996 AS INSTRUMENT NO. 19960197383 OF OFFICIAL RECORDS.


 


PARCEL
26: APN 659-241-03-0-000


 


ALL
OF SECTION 16, TOWNSHIP 10 NORTH, RANGE 21 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,
ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPTING
THEREFROM ALL MINERALS AND MINERAL DEPOSITS, INCLUDING, BUT NOT LIMITED TO, OIL AND GAS, OTHER GASES, INCLUDING, BUT NOT LIMITED TO,
NONHYDROCARBON AND GEOTHERMAL GASES, OIL SHALE, COAL, PHOSPHATE, ALUMINA, SILICA, FOSSILS OF ALL GEOLOGICAL AGES, SODIUM, GOLD, SILVER,
METALS AND THEIR COMPOUNDS, ALKALI, ALKALI EARTH, SAND, CLAY, GRAVEL, SALTS AND MINERAL WATERS, URANIUM, TRONA, AND GEOTHERMAL RESOURCES,
TOGETHER WITH THE RIGHT OF THE STATE OR PERSONS AUTHORIZED BY THE STATE TO PROSPECT FOR, DRILL FOR, EXTRACT, MINE AND REMOVE SUCH DEPOSITS
OR RESOURCES, AND TO OCCUPY AND USE SO MUCH OF THE SURFACE OF THE LANDS AS MAY BE NECESSARY THEREFROM, AS RESERVED BY THE STATE OF CALIFORNIA
IN PATENT RECORDED JUNE 4, 1996 AS INSTRUMENT NO. 19960197382 OF OFFICIAL RECORDS.


 


PARCEL
27: APN 556-271-27-0-000, APN 556-271-29-0-000, APN 556-271-30-0-000 , APN 556-271-31-0-000


 






    30


     


    

 


THE
SOUTHERLY 25 FEET OF THAT CERTAIN SOUTHERLY 100 FOOT WIDE BY 2600 FOOT LENGTH STRIP OF LAND LYING IN THE SOUTHWEST QUARTER OF SECTION
9, AND IN THE SOUTHEAST QUARTER OF SECTION 8, AND IN THE NORTHWEST QUARTER OF SECTION 16, AND IN THE NORTHEAST QUARTER OF SECTION 17,
ALL IN TOWNSHIP 5 NORTH, RANGE 13 EAST, OF THE SAN BERNARDINO MERIDIAN, DESCRIBED AS “STATION GROUNDS AT OLD BENGAL” IN THAT
CERTAIN INDENTURE DATED MAY 29, 1913, CONVEYING LANDS TO THE CALIFORNIA, ARIZONA AND SANTA FE RAILWAY COMPANY (PREDECESSOR IN INTEREST
TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, BY DEED RECORDED IN BOOK 548, PAGE 29, DEED RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA.


 


DIVISION
G:


 


PARCEL
1: APN 659-241-02-0-000


 


SECTION
17, TOWNSHIP 10 NORTH, RANGE 21 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING
TO THE OFFICIAL PLAT THEREOF.


 


EXCEPTING
THEREFROM THE LAND OF THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY AS THE SAME WAS DESCRIBED IN THE DEEDS RECORDED MARCH 16, 1914
IN BOOK 348, PAGE 29 OF DEEDS, DECEMBER 28, 1911 IN BOOK 496, PAGE 169 OF DEEDS AND NOVEMBER 26, 1913 IN BOOK 542, PAGE 1 OF DEEDS, RECORDS
OF SAID COUNTY.


 


EXCEPT
THE FOLLOWING AS RESERVED IN THE DEED FROM SF PACIFIC PROPERTIES INC. RECORDED JUNE 18, 1999 AS INSTRUMENT NO. 260205, OF OFFICIAL RECORDS.
ALL RIGHT, TITLE AND INTEREST IN AND TO ALL MINERALS AND MINERAL RIGHTS, INCLUDING, WITHOUT LIMITATION, OIL, GAS AND OTHER HYDROCARBONS,
COAL, GEOTHERMAL RESOURCES, PRECIOUS METAL ORES, BASE METAL ORES, INDUSTRIAL-GRADE SILICATES AND CARBONATES, FISSIONABLE MATERIALS, SAND,
GRAVEL, AGGREGATES, AND ALL OTHER MINERALS OF EVERY KIND AND CHARACTER, METALLIC OR OTHERWISE, WHETHER OR NOT PRESENTLY KNOWN TO SCIENCE
OR INDUSTRY, NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED UPON, WITHIN OR UNDERLYING THE SURFACE OF SAID LAND REGARDLESS OF THE DEPTH BELOW
THE SURFACE AT WHICH ANY SUCH SUBSTANCE MAY BE FOUND; HOWEVER, GRANTOR, ITS SUCCESSORS AND ASSIGNS, SHALL NOT HAVE THE RIGHT FOR ANY
PURPOSE WHATSOEVER TO ENTER UPON, INTO OR THROUGH THE SURFACE OR THE FIRST 300 FEET OF THE SUBSURFACE OF THE PROPERTY IN CONNECTION THEREWITH.
GRANTOR HEREBY ACKNOWLEDGES AND AGREES THAT THE FOREGOING RESERVATION SHALL NOT BE DEEMED TO LIMIT THE RIGHT OF GRANTEE TO EXTRACT WATER
FROM THE PROPERTY WHICH MAY INCLUDE THE INCIDENTAL EXTRACTION OF MINERALS, SAND, GRAVEL OR OTHER MATERIALS IN CONNECTION WITH THE EXTRACTION
OF WATER.


 






    31


     


    

 


PARCEL
2: APN 659-181-03-0-000


 


SECTION
5 IN TOWNSHIP 10 NORTH, RANGE 21 EAST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPT
THE FOLLOWING AS RESERVED IN THE DEED FROM SF PACIFIC PROPERTIES INC. RECORDED JUNE 18, 1999 AS INSTRUMENT NO. 260205, OF OFFICIAL RECORDS.
ALL RIGHT, TITLE AND INTEREST IN AND TO ALL MINERALS AND MINERAL RIGHTS, INCLUDING, WITHOUT LIMITATION, OIL, GAS AND OTHER HYDROCARBONS,
COAL, GEOTHERMAL RESOURCES, PRECIOUS METAL ORES, BASE METAL ORES, INDUSTRIAL-GRADE SILICATES AND CARBONATES, FISSIONABLE MATERIALS, SAND,
GRAVEL, AGGREGATES, AND ALL OTHER MINERALS OF EVERY KIND AND CHARACTER, METALLIC OR OTHERWISE, WHETHER OR NOT PRESENTLY KNOWN TO SCIENCE
OR INDUSTRY, NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED UPON, WITHIN OR UNDERLYING THE SURFACE OF SAID LAND REGARDLESS OF THE DEPTH BELOW
THE SURFACE AT WHICH ANY SUCH SUBSTANCE MAY BE FOUND; HOWEVER, GRANTOR, ITS SUCCESSORS AND ASSIGNS, SHALL NOT HAVE THE RIGHT FOR ANY
PURPOSE WHATSOEVER TO ENTER UPON, INTO OR THROUGH THE SURFACE OR THE FIRST 300 FEET OF THE SUBSURFACE OF THE PROPERTY IN CONNECTION THEREWITH.
GRANTOR HEREBY ACKNOWLEDGES AND AGREES THAT THE FOREGOING RESERVATION SHALL NOT BE DEEMED TO LIMIT THE RIGHT OF GRANTEE TO EXTRACT WATER
FROM THE PROPERTY WHICH MAY INCLUDE THE INCIDENTAL EXTRACTION OF MINERALS, SAND, GRAVEL OR OTHER MATERIALS IN CONNECTION WITH THE EXTRACTION
OF WATER.


 


PARCEL
3: APN 659-181-06-0-000


 


SECTION
9 IN TOWNSHIP 10 NORTH, RANGE 21 EAST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPT
THE FOLLOWING AS RESERVED IN THE DEED FROM SF PACIFIC PROPERTIES INC. RECORDED JUNE 18, 1999 AS INSTRUMENT NO. 260205, OF OFFICIAL RECORDS.
ALL RIGHT, TITLE AND INTEREST IN AND TO ALL MINERALS AND MINERAL RIGHTS, INCLUDING, WITHOUT LIMITATION, OIL, GAS AND OTHER HYDROCARBONS,
COAL, GEOTHERMAL RESOURCES, PRECIOUS METAL ORES, BASE METAL ORES, INDUSTRIAL-GRADE SILICATES AND CARBONATES, FISSIONABLE MATERIALS, SAND,
GRAVEL, AGGREGATES, AND ALL OTHER MINERALS OF EVERY KIND AND CHARACTER, METALLIC OR OTHERWISE, WHETHER OR NOT PRESENTLY KNOWN TO SCIENCE
OR INDUSTRY, NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED UPON, WITHIN OR UNDERLYING THE SURFACE OF SAID LAND REGARDLESS OF THE DEPTH BELOW
THE SURFACE AT WHICH ANY SUCH SUBSTANCE MAY BE FOUND; HOWEVER, GRANTOR, ITS SUCCESSORS AND ASSIGNS, SHALL NOT HAVE THE RIGHT FOR ANY
PURPOSE WHATSOEVER TO ENTER UPON, INTO OR THROUGH THE SURFACE OR THE FIRST 300 FEET OF THE SUBSURFACE OF THE PROPERTY IN CONNECTION THEREWITH.
GRANTOR HEREBY ACKNOWLEDGES AND AGREES THAT THE FOREGOING RESERVATION SHALL NOT BE DEEMED TO LIMIT THE RIGHT OF GRANTEE TO EXTRACT WATER
FROM THE PROPERTY WHICH MAY INCLUDE THE INCIDENTAL EXTRACTION OF MINERALS, SAND, GRAVEL OR OTHER MATERIALS IN CONNECTION WITH THE EXTRACTION
OF WATER.


 






    32


     


    

 


PARCEL
4: APN 659-241-16-0-000, APN 659-241-17-0-000


 


SECTION
21 IN TOWNSHIP 10 NORTH, RANGE 21 EAST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPT
THEREFROM THOSE PORTIONS OF SECTION 21 DESCRIBED AS PARCEL NOS. 5 AND 6 IN THE DEED TO THE CALIFORNIA, ARIZONA AND SANTA FE RAILWAY COMPANY,
A CORPORATION, RECORDED NOVEMBER 26, 1913 IN BOOK 542, PAGE 1, OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.


 


ALSO
EXCEPT THEREFROM THOSE PORTIONS INCLUDED WITHIN THE LINES OF THAT CERTAIN RAILROAD RIGHT OF WAY, 200 FEET IN WIDTH, AND THE ’STATION
GROUNDS AT IBIS, ORIGINALLY IBEX,” AS DESCRIBED IN THE DEED TO THE CALIFORNIA, ARIZONA AND SANTA FE RAILWAY COMPANY, A CALIFORNIA
CORPORATION, RECORDED MARCH 15, 1914 IN BOOK 548, PAGE 29 OF SAID DEEDS.


 


ALSO
EXCEPT THEREFROM THAT PORTION DESCRIBED IN THE DEED TO THE CALIFORNIA, ARIZONA AND SANTA FE RAILWAY COMPANY, A CORPORATION, RECORDED
JULY 1, 1952 IN BOOK 2977, PAGE 469 OF OFFICIAL RECORDS IN SAID OFFICE OF THE COUNTY RECORDER.


 


EXCEPT
THE FOLLOWING AS RESERVED IN THE DEED FROM SF PACIFIC PROPERTIES INC. RECORDED JUNE 18, 1999 AS INSTRUMENT NO. 260205, OF OFFICIAL RECORDS.
ALL RIGHT, TITLE AND INTEREST IN AND TO ALL MINERALS AND MINERAL RIGHTS, INCLUDING, WITHOUT LIMITATION, OIL, GAS AND OTHER HYDROCARBONS,
COAL, GEOTHERMAL RESOURCES, PRECIOUS METAL ORES, BASE METAL ORES, INDUSTRIAL-GRADE SILICATES AND CARBONATES, FISSIONABLE MATERIALS, SAND,
GRAVEL, AGGREGATES, AND ALL OTHER MINERALS OF EVERY KIND AND CHARACTER, METALLIC OR OTHERWISE, WHETHER OR NOT PRESENTLY KNOWN TO SCIENCE
OR INDUSTRY, NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED UPON, WITHIN OR UNDERLYING THE SURFACE OF SAID LAND REGARDLESS OF THE DEPTH BELOW
THE SURFACE AT WHICH ANY SUCH SUBSTANCE MAY BE FOUND; HOWEVER, GRANTOR, ITS SUCCESSORS AND ASSIGNS, SHALL NOT HAVE THE RIGHT FOR ANY
PURPOSE WHATSOEVER TO ENTER UPON, INTO OR THROUGH THE SURFACE OR THE FIRST 300 FEET OF THE SUBSURFACE OF THE PROPERTY IN CONNECTION THEREWITH,
GRANTOR HEREBY ACKNOWLEDGES AND AGREES THAT THE FOREGOING RESERVATION SHALL NOT BE DEEMED TO LIMIT THE RIGHT OF GRANTEE TO EXTRACT WATER
FROM THE PROPERTY WHICH MAY INCLUDE THE INCIDENTAL EXTRACTION OF MINERALS, SAND, GRAVEL OR OTHER MATERIALS IN CONNECTION WITH THE EXTRACTION
OF WATER.


 






    33


     


    

 


PARCEL
5: APN 659-171-10-0-000


 


SECTION
29 IN TOWNSHIP 10 NORTH, RANGE 21 EAST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


EXCEPT
THE FOLLOWING AS RESERVED IN THE DEED FROM SF PACIFIC PROPERTIES INC. RECORDED JUNE 18, 1999 AS INSTRUMENT NO. 260205, OF OFFICIAL RECORDS.
ALL RIGHT, TITLE AND INTEREST IN AND TO ALL MINERALS AND MINERAL RIGHTS, INCLUDING, WITHOUT LIMITATION, OIL, GAS AND OTHER HYDROCARBONS,
COAL, GEOTHERMAL RESOURCES, PRECIOUS METAL ORES, BASE METAL ORES, INDUSTRIAL-GRADE SILICATES AND CARBONATES, FISSIONABLE MATERIALS, SAND,
GRAVEL, AGGREGATES, AND ALL OTHER MINERALS OF EVERY KIND AND CHARACTER, METALLIC OR OTHERWISE, WHETHER OR NOT PRESENTLY KNOWN TO SCIENCE
OR INDUSTRY, NOW KNOWN TO EXIST OR HEREAFTER DISCOVERED UPON, WITHIN OR UNDERLYING THE SURFACE OF SAID LAND REGARDLESS OF THE DEPTH BELOW
THE SURFACE AT WHICH ANY SUCH SUBSTANCE MAY BE FOUND; HOWEVER, GRANTOR, ITS SUCCESSORS AND ASSIGNS, SHALL NOT HAVE THE RIGHT FOR ANY
PURPOSE WHATSOEVER TO ENTER UPON, INTO OR THROUGH THE SURFACE OR THE FIRST 300 FEET OF THE SUBSURFACE OF THE PROPERTY IN CONNECTION THEREWITH.
GRANTOR HEREBY ACKNOWLEDGES AND AGREES THAT THE FOREGOING RESERVATION SHALL NOT BE DEEMED TO LIMIT THE RIGHT OF GRANTEE TO EXTRACT WATER
FROM THE PROPERTY WHICH MAY INCLUDE THE INCIDENTAL EXTRACTION OF MINERALS, SAND, GRAVEL OR OTHER MATERIALS IN CONNECTION WITH THE EXTRACTION
OF WATER.


 


DIVISION
H:


 


PARCEL
1: APN 556-311-50-0-000


 


THE
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 21, TOWNSHIP 5 NORTH, RANGE 14 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY
OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.


 


PARCEL
2:


 


A
NON-EXCLUSIVE APPURTENANT EASEMENT FOR THE PURPOSE OF INGRESS AND EGRESS ACROSS THE FOLLOWING DESCRIBED PORTIONS OF SECTIONS 21, 26,
27 AND 28, TOWNSHIP 5 NORTH, RANGE 14 EAST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF, RECORDS OF SAID
COUNTY, DESCRIBED AS FOLLOWS:


 


PARCEL
“A” (PEACH LAND ROAD):


 


THE
EAST 40.00 FEET OF SAID SECTION 28.


 






    34


     


    

 


PARCEL
“B”:


 


THE
SOUTH 40.00 FEET OF SAID SECTION 27.


 


PARCEL
“C”:


 


THE
SOUTH 40.00 FEET OF THE SOUTHWEST ONE-QUARTER OF SAID SECTION 26.


 


PARCEL
“D”:


 


THE
EAST 40.00 FEET OF THE SOUTH ONE-HALF OF THE SOUTHWEST ONE-QUARTER OF SAID SECTION 26.


 


PARCEL
“E”:


 


A
TRIANGULAR SHAPED PARCEL OF LAND BOUNDED AS FOLLOWS:


 


ON
THE SOUTH BY THE NORTH LINE OF PARCEL “C”; ON THE EAST BY THE WEST LINE OF PARCEL “D”; AND ON THE NORTHWEST BY
THE ARC OF A CURVE CONCAVE TO THE NORTHWEST AND HAVING A RADIUS OF 20.00 FEET, SAID CURVE BEING TANGENT TO THE NORTH LINE OF PARCEL “C”
AND TANGENT TO THE WEST LINE OF PARCEL “D”.


 


PARCEL
“F”:


 


THE
SOUTH 40.00 FEET OF THE EAST 40.00 FEET OF THE NORTH ONE-HALF OF THE SOUTHWEST ONE-QUARTER OF SAID SECTION 26.


 


PARCEL
“G”


 


THE
SOUTH 40.00 FEET OF THE NORTH ONE-HALF OF THE SOUTHEAST ONE-QUARTER OF SAID SECTION 26.


 


PARCEL
“H”:


 


THE
EAST 40.00 FEET OF THE NORTH ONE-HALF OF THE SOUTHEAST ONE-QUARTER OF SAID SECTION 26.


 


PARCEL
“I”:


 


A
TRIANGULAR SHAPED PARCEL OF LAND BOUNDED AS FOLLOWS:


 


ON
THE SOUTH BY THE NORTH LINE OF PARCEL “G”; ON THE EAST BY THE WEST LINE OF PARCEL “H”; AND ON THE NORTHWEST BY
THE ARC OF A CURVE CONCAVE TO THE NORTHWEST AND HAVING A RADIUS OF 20.00 FEET, SAID CURVE BEING TANGENT TO THE NORTH LINE OF PARCEL “G”
AND TANGENT TO THE WEST LINE OF PARCEL “H”.


 


PARCEL
“J”:


 


THE
EAST 40.00 FEET OF THE NORTH ONE-HALF OF SAID SECTION 26.


 






    35


     


    

 


PARCEL
“K”:


 


THE
SOUTH 40.00 FEET OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 21.


 


DIVISION
I:


 


PARCEL
1: APN 556-311-24-0-000


 


THE
LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:


 


THE
SOUTHEAST QUARTER OF SECTION 36, TOWNSHIP 5 NORTH, RANGE 14 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO,
STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND.


 


EXCEPTING
THEREFROM A STRIP OF LAND 200 FEET IN WIDTH, LYING 100 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTER LINE:


 


BEGINNING
AT A POINT ON THE EAST LINE OF SAID SECTION 36 LOCATED 1,015.9 FEET NORTH OF THE SOUTHEAST CORNER OF SAID SECTION 36; THENCE NORTH 41°45 ́
WEST 5,741.7 FEET MORE OR LESS TO A POINT IN THE NORTH LINE OF SAID SECTION 36 LOCATED 1,428.9 FEET EAST OF THE NORTHWEST CORNER OF SAID
SECTION 36; THE SIDELINES OF SAID STRIP TO BE SHORTENED OR EXTENDED SO AS TO TERMINATE IN THE EAST AND NORTH LINES OF SAID SECTION 36.


 


ALSO
EXCEPTING THEREFROM ALL OIL, GAS AND OTHER MINERAL DEPOSITS, TOGETHER WITH THE RIGHT TO PROSPECT FOR MINE AND REMOVE THE SAME AS RESERVED
IN THE PATENT FROM THE STATE OF CALIFORNIA, RECORDED OCTOBER 7, 1959 IN BOOK 4950, PAGE 192 OF OFFICIAL RECORDS.


 


PARCEL
2: APN 556-311-43-0-000, APN 556-311-45-0-000


 


THE
LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:


 


THE
NORTHEAST QUARTER AND NORTHWEST QUARTER OF SECTION 36, TOWNSHIP 5 NORTH, RANGE 14 EAST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY
OF SAN BERNARDINO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND.


 


EXCEPTING
THEREFROM A STRIP OF LAND 200 FEET IN WIDTH, LYING 100 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTER LINE:


 


BEGINNING
AT A POINT ON THE EAST LINE OF SAID SECTION 36 LOCATED 1,015.9 FEET NORTH OF THE SOUTHEAST CORNER OF SAID SECTION 36; THENCE NORTH 41°45 ́
WEST 5,741.7 FEET MORE OR LESS TO A POINT IN THE NORTH LINE OF SAID SECTION 36 LOCATED 1,428.9 FEET EAST OF THE NORTHWEST CORNER OF SAID
SECTION 36; THE SIDELINES OF SAID STRIP TO BE SHORTENED OR EXTENDED SO AS TO TERMINATE IN THE EAST AND NORTH LINES OF SAID SECTION 36.


 






    36


     


    

 


ALSO
EXCEPTING THEREFROM ALL OIL, GAS AND OTHER MINERAL DEPOSITS, TOGETHER WITH THE RIGHT TO PROSPECT FOR MINE AND REMOVE THE SAME AS RESERVED
IN THE PATENT FROM THE STATE OF CALIFORNIA, RECORDED OCTOBER 7, 1959 IN BOOK 4950, PAGE 192 OF OFFICIAL RECORDS.


 


ALSO
EXCEPTING THEREFROM THOSE PORTIONS CONVEYED TO SOUTHERN CALIFORNIA EDISON COMPANY, A CORPORATION, BY DEEDS RECORDED MAY 12, 1970 IN BOOK
7440, PAGE 948 AND IN BOOK 7440, PAGE 950, BOTH OF OFFICIAL RECORDS.


 


ALSO
EXCEPTING THEREFROM THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 36, AS CONVEYED TO ARTHUR
MERINO, ET UX., BY DEED RECORDED DECEMBER 9, 1976 IN BOOK 9069, PAGE 13 OF OFFICIAL RECORDS.


 


ALSO
EXCEPTING THEREFROM THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 36, AS CONVEYED TO IVO RABISSON,
A SINGLE MAN BY DEED RECORDED DECEMBER 2, 1976 IN BOOK 9064, PAGE 28 OF OFFICIAL RECORDS.


 


 


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