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Resolution No. 2016-004 (7)JOINT CLOSING INSTRUCTIONS February 1, 2016 Via Email Ms. Janine Hudson Senior Commercial Escrow Officer First American Title Company 4380 La Jolla Village Dr., Ste. 110 San Diego, CA 92122 Email: jahudson(a�firstam.com Mr. Maurice A. Ned Senior Escrow Officer First American Title Insurance Company National Commercial Services 777 South Figueroa Street, 4th Floor Los Angeles, CA 90017 Email: mneri(a)firstam.com Re: Sale of the real property and improvements located at 3200 Fruitland Avenue, Vernon, California (the "Property"), pursuant to that certain Standard Offer, Agreement and Escrow Instructions for the Purchase of Real Estate, dated as of March 20, 2006, by and between Pechiney Cast Plate, Inc., a Delaware corporation ("Seller"), as seller, and the City of Vernon, a California municipal corporation ("City"), as buyer (as the same has been amended and assigned from time to time, the "Purchase Agreement"); NCS-608626A-SD / Escrow No. NCS-666223-SD; and Agreement Regarding Assignment and Assumption of Purchase and Sale Agreement, dated as of August 4, 2015, by and between City, as assignor, and Fruitland Owner LLC, a Delaware limited liability company, as assignee ("Owner") (as the same has been amended and assigned from time to time, the "Assignment Agreement"); Escrow No. 747243. Dear Janine and Maurice This letter is written to you in connection with the above -referenced sale and shall constitute joint instructions of City and Owner to First American Title Company ("Title Company", and in its capacity as escrow agent, "Escrow Company") with respect to the "Funds" and the "Documents" described herein. A. Delivery of Funds. On or before the closing date of the transactions contemplated herein (the "Closing Date"), Escrow Company will obtain from Owner the funds required to be deposited pursuant to the Closing Statements (hereinafter defined) in order to consummate the above -described transaction (the "Funds"), which Funds shall be wire transferred to Escrow Company's account. WEST\267545716.4 Ms. Janine Hudson Mr. Maurice Ned First American Title Company February 1, 2016 Page 2 B. Delivery of Documents. 1. Delivery of Documents to Escrow Company. On or before the Closing Date, Escrow Company will receive from the parties involved the following documents: (a) Two (2) originals of an Assignment and Assumption of Purchase and Sale Agreement, executed by City and Owner (the "Assignment of PSX); (b) One (1) original of a Grant Deed, executed and acknowledged by Seller (the "Deed"); (c) Three (3) originals of an Access License Agreement, executed and acknowledged by Seller and Owner ("Access License Agreement"); (d) Two (2) originals of an Assignment and Bill of Sale, executed by Seller (the "Bill of Sale"); (e) One (1) original of a FIRPTA Affidavit, executed by Seller; (f) One (1) original of a Declaration, executed by Seller; (g) One (1) original of a Form 1099-S, executed by Seller; (h) One (1) original of a California Franchise Tax Board Form 593-C, executed by Seller; (i) One (1) original of a Promissory Note in the amount of $1,426,915, executed by Seller for the benefit of City (the "Promissory Note"); 0) Two (2) originals of a Guaranty Agreement, executed by Kennecott Holdings Corporation, as Guarantor, and Owner; (k) One (1) copy of an Added Facilities Agreement, executed by City and rPlanet Earth Los Angeles, LLC ("Tenant"); (I) One (1) copy of an Agreement for Economic Development Incentive on Electric Service, executed by City and Tenant; and (m) Three (3) originals of an Escrow Agreement, executed by City, Owner and Tenant (re: Commonwealth Escrow No. 09170093-mm) (the "Commonwealth Escrow Agreement"); and (n) One (1) original Preliminary Change of Ownership Report, executed by Owner. The above -mentioned documents (b) — (c) are collectively, the "Recordable Documents", and the above -mentioned documents (a) — (n) are collectively, the "Closing Documents". WEST\267545716.4 Ms. Janine Hudson Mr. Maurice Ned First American Title Company February 1, 2016 Page 3 2. Delivery and Approval of the Closing Statements. (a) On or before the Closing Date, Escrow Company shall prepare and City (or counsel for City) and Owner (or counsel for Owner) shall approve a closing statement showing the sources and application of funds and the costs and expenses incurred in connection herewith (as approved, the "City/Owner Closing Statement"; Escrow No. 747243). (b) On or before the Closing Date, Escrow Company shall prepare and Seller (or counsel for Seller) and Owner (or counsel for Owner) shall approve a closing statement showing the sources and application of funds and the costs and expenses incurred in connection herewith (as approved, the "Seller/Owner Closing Statement"; Escrow No. 666223). (c) As used herein, the term "Closing Statements" shall mean both the City/Cox Closing Statement and the Seller/Owner Closing Statement. (d) As a guide to preparation of the Closing Statements, please see the attached Schedule 1. C. Conditions to Closin None of the above -described documents shall be recorded or delivered to any person or entity until each of the following conditions is satisfied: 1. Escrow Company has in its possession fully executed and acknowledged (as applicable) originals of all of the Closing Documents. 2. Escrow Company has assembled from any counterparts fully -executed originals of the Closing Documents, and Title Company has confirmed the accuracy of the legal description for the Property in the Closing Documents (or has attached a legal description approved by Seller, City and Owner, if none is attached), and dated any undated documents as of the Closing Date, and is unconditionally and irrevocably prepared to record the Recordable Documents in accordance with Paragraph D hereof. 3. Escrow Company has received the Funds and is unconditionally and irrevocably prepared to wire the same in accordance with Paragraph D hereof. 4. Title Company is unconditionally and irrevocably committed to issue an owner's title policy to Owner in the form attached hereto as Exhibit A (the "Owner's Policy"). 5. The City/Owner Closing Statement has been approved by City and Owner. 6. The Seller/Owner Closing Statement has been approved by Seller and Owner. 7. City has received the In Lieu Amount ($1,000,000) from Tenant pursuant to the Added Facilities Agreement (as verified with City's counsel). 8. Commonwealth Land Title Company has received the Financial Assurance Funds ($1,250,000) from Tenant as required under Section 8 of the Assignment Agreement per Commonwealth Escrow No. # 09170093-mm, pursuant to a separate Escrow Agreement (as verified with Mai Ly Marsh at Commonwealth Land Title Company (mmarsh @cltic.com). 9. Commonwealth Land Title Company has received the Reserve Amount ($2,300,000) from Tenant as required under Section 19 of the Added Facilities Agreement per Commonwealth Escrow No. # 09170093-mm, pursuant to a separate Escrow Agreement (as verified with Mai Ly Marsh at Commonwealth Land Title Company (mmarsh(c�cltic.com WEST\267545716.4 Ms. Janine Hudson Mr. Maurice Ned First American Title Company February 1, 2016 Page 4 10. Escrow Company has received authorization from the undersigned or any attorney at DLA Piper LLP (US) on behalf of City to close. 11. Escrow Company has received authorization from the undersigned or any attorney at Raines Feldman LLP on behalf of Owner to close. 12. Escrow Company has received authorization from the Seller or any attorney at Baker Hostetler on behalf of Seller to close. 13. Escrow Company is unconditionally and irrevocably prepared to close Escrow No. NCS- 666223-SD and Escrow No. 747243 concurrently. D. Closing. If the conditions specified in Paragraph C above are satisfied, then Escrow Company shall immediately take the following actions in the exact order set forth below: 1. Wire any amounts due to any parties (other than the Title Company) under the Closing Statements in accordance with wiring instructions you will receive from each such party. 2. Pay all recording fees and costs, all escrow fees and costs and all title premiums to be paid by each of City, Owner and Seller in connection with this transaction (collectively, the "Closing Costs"), the exact amounts of which Closing Costs (unless otherwise indicated to be an estimated amount) are set forth on the Closing Statements. 3. Cause the Deed to be duly recorded in the Official Records of Los Angeles County, California (the "Official Records"); 4. Cause the Access License Agreement to be duly recorded in the Official Records; and 5. Issue the Owner's Policy. E. Delivery of Documents to City and Owner. As soon as they are available, please deliver to City, c/o DLA Piper LLP (US), 550 South Hope Street, Suite 2300, Los Angeles, California 90071, Attention: Michael Hamilton, Esq., the following: 1. One (1) original of the Owner Assignment; 2. One (1) original of the Assignment of PSA; 3. One (1) original of the Promissory Note; 4. One (1) original of the Commonwealth Escrow Agreement; 5. One (1) copy of the Added Facilities Agreement; 6. One (1) copy of the Agreement for Economic Development Incentive; 7. One (1) original of this letter, executed by Title Company and Escrow Company; 8. One (1) original of the final approved City/Owner Closing Statement; and 9. One (1) copy of the final approved Seller/Owner Closing Statement. WEST\267545716.4 Ms. Janine Hudson Mr. Maurice Ned First American Title Company February 1, 2016 Page 5 As soon as they are available, please deliver to Owner, c/o Raines Feldman LLP, 9720 Wilshire Boulevard, 5th Flr., Beverly Hills, California 90212, Attention: Eric Blum, Esq., the following: 1. One (1) original of each of the Closing Documents set forth in Paragraph B.1 (a) — (h), Q), (1) and (m). 2. One (1) original of this letter, executed by Title Company and Escrow Company; 3. One (1) original of the final approved City/Owner Closing Statement; 4. One (1) original of the final approved Seller/Owner Closing Statement; and 5. One (1) original Owner's Policy. F. Limitation of Liabilitv. Title Company and Escrow Company acting solely as to closing shall be liable solely for their failure to comply with the terms of this letter. The foregoing will not limit Title Company's liability under the terms of the Owner's Policy (such liability being in accordance with the terms of such policy). G. Execution by Counterparts. This letter of instructions may be executed in three (3) or more counterparts, each of which shall be an original, but all of which shall constitute one and the same letter of instructions and may also be executed and delivered by facsimile or email, followed by hard copy originals. H. Execution of Letter. Please execute this letter of instructions where indicated below to signify your acceptance of the terms herein and please return the fully executed original of this letter to me at the aforementioned address. Please be advised that, in any event, your recordation of any document in connection herewith will be deemed your acceptance of and agreement to be bound by the terms of this letter of instructions. I. Further Instructions. With respect to any additional or supplemental instructions on behalf of City, you are authorized to act on instructions given to you in writing or by email by any member of the law firm of DLA Piper LLP (US). With respect to any additional or supplemental instructions on behalf of Owner, you are authorized to act on instructions given to you in writing or by email by any member of the law firm of Raines Feldman LLP. [signatures on following pages] WEST\267545716.4 Sincerely, DLA Piper LLP (US), Counsel to City Gwendolyn W. Chen Real Estate Specialist DLA Piper LLP (US) 1251 Avenue of the Americas, 27th Floor New York, New York 10020-1104 T +1 212.776.3923 Email: gwendolyn.chen@dlapiper.com cc: Hema Patel, Esq. (via email) Andrew Raines, Esq. (via email) Michael Hamilton, Esq. (via email) Laura Riley, Esq. (via email) Mr. Benjamin Lang (via email) Ms. Janine Hudson Mr. Maurice Ned First American Title Company February 1, 2016 Page 6 Raines Feldman LLP Counsel to Owner Eric B. Blum, Esq. Raines Feldman LLP 9720 Wilshire Boulevard, 5th Flr. Beverly Hills, California 90212 Main: (310) 440-4100 Email: eblum@raineslaw.com WEST\267545716.4 Ms. Janine Hudson Mr. Maurice Neri First American Title Company February 1, 2016 Page 7 BY EXECUTING BELOW, ESCROW COMPANY AND TITLE COMPANY IRREVOCABLY COMMIT THEMSELVES TO COMPLY WITH THE ABOVE INSTRUCTIONS, AND TITLE COMPANY IRREVOCABLY COMMITS ITSELF TO ISSUE THE OWNER'S POLICY DATED AS OF THE DATE OF THE RECORDATION OF THE DEED. ACCEPTED AND AGREED TO IN ITS CAPACITY AS TITLE COMPANY, FIRST AMERICAN TITLE COMPANY Date: ACCEPTED AND AGREED TO IN ITS CAPACITY AS ESCROW COMPANY, FIRST AMERICAN TITLE COMPANY By: Name: Title: Date: WEST\267545716.4 Ms. Janine Hudson Mr. Maurice Neri First American Title Company February 1, 2016 Page 7 BY EXECUTING BELOW, ESCROW COMPANY AND TITLE COMPANY IRREVOCABLY COMMIT THEMSELVES TO COMPLY WITH THE ABOVE INSTRUCTIONS, AND TITLE COMPANY IRREVOCABLY COMMITS ITSELF TO ISSUE THE OWNER'S POLICY DATED AS OF THE DATE OF THE RECORDATION OF THE DEED. ACCEPTED AND AGREED TO IN ITS CAPACITY AS TITLE COMPANY, FIRST AMERICAN TITLE COMPANY By: Name: Title: Date: ACCEPTED AND AGREED TO IN ITS CAPACITY AS ESCROW COMPANY, FIRST AMERICAN TITLE COMPANY By: Name: Title: Date: WEST\267545716.4 EXHIBIT A PROFORMA OWNER'S TITLE POLICY [to be attached by Owner] Ms. Janine Hudson Mr. Maurice Ned First American Title Company February 1, 2016 Page 8 WEST\267545716.4 PRO FORMA PRO FORMA Form No. 1402.06 ° M R Policy Page 1 ALTA Owner's Policy (6-17-06) Policy Number: NCS-747243-SDssO 1100302PO50600 OWNER'S POLICY OF TITLE INSURANCE ISSUED BY First American Title Insurance Company Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company'l insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this policy, but only to the extent provided in the Conditions. First American Title Insurance Company Uennis J. Gilmore Prasldent mv� 0 fiw�� Jeffrey S. Rabnnson Secrskary W CZe12e] C11T/ W C91011703 C11T/ I_\ PRO FrQ.1b2-o6JA ALTA Owner's Policy (6-17-06) P RGky Page) RMA Policy Number: NCS-747243-SDssO EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (1) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risks 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured": The Insured named in Schedule A. (1) The term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly -owned by the named Insured, (2) if the grantee wholly owns the named Insured, (3) if the grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly -owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) "Insured Claimant": An Insured claiming loss or damage. (f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. (j) "Title": The estate or interest described in Schedule A. (k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. S. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in PRO FORMA PROFORMA First American Title Insurance Company PRO FrON . 1Rb2.06 ALTA Owner's Policy (6-17-06) P Reky Page3 RMA Policy Number: NCS-747243-SDssO Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10%, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. PRO FORMA PROFORMA First American Title Insurance Company PRO FrON . 1Rb2.06 ALTA Owner's Policy (6-17-06) P Reky Page RMA Policy Number: NCS-747243-SDssO (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules'. Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at 1 First American Way, Santa Ana, CA 92707, Attn: Claims Department. POLICY OF TITLE INSURANCE C31 nrY�rr PRO FORMA PROFORMA First American Title Insurance Company Form No. 1402.06 ALTA Owner's Policy (6-17-06) Policy Page 5 Policy Number: NCS-747243-SDssO SCHEDULE A First American Title Insurance Company Name and Address of the issuing Title Insurance Company: First American Title Insurance Company National Commercial Services 4380 La Jolla Village Drive, Suite 110 San Diego, CA 92122 File No.: NCS-747243-LA2 Policy No.: NCS-747243-SDssO Address Reference: APN's 6310-008-020, 6310-008-021 AND 6310-008-800 (New APN's 6310-008-020 and 6310-008-21), Los Angeles, CA Amount of Insurance: $22,556,769.00 Date of Policy: Date and Time at Recording of Insured Documents Name of Insured: FRUITLAND OWNER LLC, A Delaware limited liability company 2. The estate or interest in the Land that is insured by this policy is: Fee as to Parcels A and B; Easements as to Parcels C and D 3. Title is vested in: FRUITLAND OWNER LLC, A Delaware limited liability company First American Title Insurance Company PRO Form No. 1402.06 ALTA Owner's Policy (6-17-06) P R Policy Page J R MA Policy Number: NCS-747243-SDssO 4. The Land referred to in this policy is described as follows: Real property in the City of Los Angeles, County of Los Angeles, State of California, described as follows: REAL PROPERTY IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING A PORTION OF PARCEL 7 AND PARCEL 8 OF PARCEL MAP NO. 24894 AS SHOWN ON MAP RECORDED IN BOOK 286, PAGES 46 THROUGH 48 OF PARCEL MAPS AND A PORTION OF LOTS 40 AND 47 OF THE 500 ACRE TRACT OF LOS ANGELES FRUIT LAND ASSOCIATES AS SHOWN ON MAP RECORDED IN BOOK 3, PAGES 156 AND 157 OF MISCELLANEOUS RECORDS, BOTH IN THE OFFICE OF THE RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL A: COMMENCING AT THE CENTERLINE INTERSECTION OF FRUITLAND AVENUE AND BOYLE AVENUE AS SHOWN ON SAID PARCEL MAP 24894, THENCE, SOUTHERLY ALONG THE CENTERLINE OF SAID BOYLE AVENUE, SOUTH 01°12'38" EAST, 434.19 FEET; THENCE, AT RIGHT ANGLES TO SAID CENTERLINE, NORTH 88°47'22" EAST, 40.00 FEET TO A POINT ON THE EAST LINE OF SAID BOYLE AVENUE, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE, NORTH 88151'19" EAST 698.09 FEET TO A POINT ON THE EAST LINE OF SAID PARCEL 8; THENCE, SOUTHERLY ALONG THE EAST LINES OF SAID PARCEL 8 AND PARCEL 7, SOUTH 01°12'43" EAST, 410.00 FEET TO A POINT HEREINBEFORE DESCRIBED AS POINT "A"; THENCE, SOUTH 88151'19" WEST, 698.10 FEET TO A POINT ON THE EAST LINE OF SAID BOYLE AVENUE; THENCE, NORTHERLY ALONG SAID EAST LINE, NORTH 01012'38" WEST, 410.00 FEET TO THE TRUE POINT OF BEGINNING. THE ABOVE DESCRIBED PARCEL OF LAND CONTAINS 286,217 SQ. FT., 6.571 ACRES MORE OR LESS. THE ABOVE DESCRIBED PROPERTY BEING FURTHER DESCRIBED AS PARCEL B OF THAT CERTAIN CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT RECORDED APRIL 14, 2015 AS INSTRUMENT NO. 2015-0411776 OF OFFICIAL RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. PARCEL B: COMMENCING AT THE CENTERLINE INTERSECTION OF FRUITLAND AVENUE AND BOYLE AVENUE AS SHOWN ON SAID PARCEL MAP 24894, THENCE, SOUTHERLY ALONG THE CENTERLINE OF SAID BOYLE AVENUE, SOUTH 01°12'38" EAST, 434.19 FEET; THENCE, AT RIGHT ANGLES TO SAID CENTERLINE, NORTH 88°47'22" EAST, 40.00 FEET TO A POINT ON THE EAST LINE OF SAID BOYLE AVENUE, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE, NORTH 88151'19" EAST 698.09 FEET TO A POINT ON THE EAST LINE OF SAID PARCEL 8; THENCE, ALONG THE VARIOUS COURSES OF SAID PARCEL 8, NORTH 01°12'43" WEST, 55.13 FEET; THENCE, NORTH 88147'18" EAST, 187.78 FEET; THENCE, NORTH 01105'48" WEST, 348.02 FEET TO THE NORTHEAST CORNER OF SAID PARCEL 8; THENCE, CONTINUING ALONG THE VARIOUS COURSES OF SAID PARCEL 8, SOUTH 88054'12" WEST, 836.45 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 50.00 FEET; THENCE, SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90006'05", AN ARC LENGTH OF 78.64 FEET TO A POINT ON THE EAST LINE OF SAID BOYLE AVENUE; THENCE, SOUTHERLY ALONG SAID EAST LINE, SOUTH 01012'38" EAST, 354.01 FEET TO THE TRUE POINT OF BEGINNING. THE ABOVE DESCRIBED PARCEL OF LAND CONTAINS 346,866 SQ. FT. 7.963 ACRES MORE OR LESS. PRO FORMA PROFORMA First American Title Insurance Company PRO Form No. 1402.06 ALTA Owner's Policy (6-17-06) P R Policy Page R MA Policy Number: NCS-747243-SDssO THE ABOVE DESCRIBED PROPERTY BEING FURTHER DESCRIBED AS PARCEL C OF THAT CERTAIN CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT RECORDED APRIL 14, 2015 AS INSTRUMENT NO. 2015-0411776 OF OFFICIAL RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. PARCEL C: AN EASEMENT FOR STORM WATER DRAINAGE OVER THAT PORTION OF LAND DESCRIBED AS PARCEL A OF THAT CERTAIN CERTIFICATE OF COMPLIANCE FOR LOT LINE ADJUSTMENT RECORDED APRIL 14, 2015 AS INSTRUMENT NO. 2015-0411776 OF OFFICIAL RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. SAID EASEMENT IS SET FORTH, CREATED AND DESCRIBED UNDER THAT CERTAIN "STORM WATER DRAINAGE EASEMENT" RECORDED JUNE 16, 2015 AS INSTRUMENT NO. 20150711274 OF OFFICIAL RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. PARCEL D: A NON-EXCLUSIVE EASEMENT AS CREATED BY AN "EASEMENT AGREEMENT" RECORDED MARCH 26, 1999 AS INSTRUMENT NO. 99-509974 OF OFFICIAL RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, FOR INGRESS, EGRESS AND FOR THE INSTALLATION AND MAINTENANCE OF BELOW GROUND UTILITIES, IN, ACROSS, UPON, UNDER, OVER AND THROUGH THE SOUTHERLY 49.00 FEET OF PARCEL 4 OF SAID PARCEL MAP 24894. APN: 6310-008-020 and 6310-008-021 NOTICE: This is a pro -forma policy furnished to or on behalf of the party to be insured. It neither reflects the present status of title, nor is it intended to be a commitment to insure. The inclusion of endorsements as part of the pro -forma policy in no way evidences the willingness of the Company to provide any affirmative coverage shown therein. There are requirements which must be met before a final policy can be issued in the same form as this pro -forma policy. A commitment to insure setting forth these requirements should be obtained from the Company. PRO FORMA PROFORMA First American Title Insurance Company P RC Form No. 1402.06 ALTA Owner's Policy (6-17-06) Policy Page 8) RMA Policy Number: NCS-747243-SDssO File No.: NCS-747243-LA2 SCHEDULE B Policy No.: NCS-747243-SDssO EXCEPTIONS FROM COVERAGE This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: 1. General and special taxes and assessments for the fiscal year 2016-2017, a lien not yet due or payable. 2. General and special taxes and assessments for the fiscal year 2015-2016. First Installment: $55,672.37, PAID Penalty: $5,567.24 Second Installment: $55,672.36, PAYABLE (But not delinquent if paid on or before 04/ 10/2016) Penalty: $5,577.24 Tax Rate Area: 12383 A. P. No.: 6310-008-12 (Affects the herein described land with other land.) 2a. General and special taxes and assessments for the fiscal year 2015-16. First Installment: $31,418.32, PAID Penalty: $3,141.83 Second Installment: $31,418.30, PAYABLE (But not delinquent if paid on or before 04/ 10/2016) Penalty: $3,151.83 Tax Rate Area: 12383 A. P. No.: 6310-008-13 3. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code; as a result of transfer to vestee named in Schedule A; or as a result of change of ownership or new construction occurring on or after the date of said Policy. 4. Water rights, claims or title to water, whether or not shown by the public records. 5. The fact that the land lies within the boundaries of the Industrial Redevelopment Project Area, as disclosed by the document recorded November 28, 1990 as Instrument No. 90-1971672 of Official Records. Document(s) declaring modifications thereof recorded July 16, 1998 as Instrument No. 1214257 of Official Records. 6. The terms, provisions and easement(s) contained in the document entitled "Easement Agreement" recorded March 26, 1999 as Instrument No. 99-0509970 of Official Records. 7. The terms, provisions and easement(s) contained in the document entitled "Easement Agreement" recorded March 26, 1999 as Instrument No. 99-0509974 of Official Records. PRO FORMA PROFORMA First American Title Insurance Company P RC Form No. 1402.06 Policy Page 9) RMA ALTA Owner's Policy (6-17-06) Policy Number: NCS-747243-SDssO 8. The terms and provisions of that certain Certificate Of Compliance For Lot Line Adjustment, as executed by the City of Vernon and recorded April 14, 2015 as Instrument No. 20150411776 of Official Records. 9. The terms and provisions contained in the document entitled "Memorandum of Underground Structures" recorded June 12, 2015 as Instrument No. 20150696675 of Official Records. 10. The terms and provisions contained in the document entitled "Storm Water Drainage Easement" recorded June 16, 2015 as Instrument No. 20150711274 of Official Records. By and between Pechiney Cast Plate, Inc., a Delaware corporation (Grantor) and Pechiney Cast Plate, Inc., a Delaware corporation (Grantee) 11. The leasehold/tenant interest of rPlanet Earth Los Angeles, LLC, as tenant only, under that certain unrecorded lease dated August 24, 2015. PRO FORMA PROFORMA First American Title Insurance Company P RC Form No. 1402.06 ALTA Owner's Policy (6-17-06) Policy Page 10) RMA Policy Number: NCS-747243-SDssO is Y`�S iYr First American WATER RIGHTS, SURFACE DAMAGE ENDORSEMENT Issued by First American Title Insurance Company Attached to Policy No.: NCS-747243-SDssO File No.: NCS-747243-LA2 The Company insures against loss or damage sustained by the Insured by reason of damage to existing improvements, including lawns, shrubbery or trees, resulting from the exercise of any right to use the surface of the Land for the extraction or development of water excepted from the description of the Land or shown as a reservation in Schedule B. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Date: , 2016 First American Title Insurance Company Dennis J. Gilmore Pnksidont P#VV koo fiA4�� Jeffrey S Robinson skemiaq Form 50-10103 (7-1-14) Page 10 of 22 CLTA 103.5-06 Water Rights, Surface Damage (3-9-07) PRO FORMA PROFORMA First American Title Insurance Company P RC Form No. 1402.06 ALTA Owner's Policy (6-17-06) Policy Page 11-)RMA Policy Number: NCS-747243-SDssO ENDORSEMENT Attached to Policy No. NCS-747243-SDssO Issued by First American Title Insurance Company The Company insures against loss or damage sustained by the Insured by reason of an environmental protection lien that, at Date of Policy, is recorded in the Public Records or filed in the records of the clerk of the United States district court for the district in which the Land is located, unless the environmental protection lien is set forth as an exception in Schedule B. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. American Land Title Association Endorsement 8.2-06 (Commercial Environmental Protection Lien) Adopted 10/16/08 PRO FORMA PROFORMA First American Title Insurance Company P RC Form No. 1402.06 ALTA Owner's Policy (6-17-06) Policy Page 12) RMA Policy Number: NCS-747243-SDssO ENDORSEMENT Attached to Policy No. NCS-747243-SDssO Issued by First American Title Insurance Company The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from Fruitland Avenue (the "Street(s)"), (ii) the Street(s) is/are not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that/those portion(s) of the Street(s) abutting the Land. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. American Land Title Association Endorsement 17-06 (Access and Entry) Adopted 6/17/06 PRO FORMA PROFORMA First American Title Insurance Company P RC Form No. 1402.06 ALTA Owner's Policy (6-17-06) Policy Page 13—)RMA Policy Number: NCS-747243-SDssO %, B M F R J C Y `{ First American Title UTILITY ACCESS ENDORSEMENT Issued by First American Title Insurance Company Attached to Policy No.: NCS-747243-SDssO File No.: NCS-747243-LA2 The Company insures against loss or damage sustained by the Insured by reason of the lack of a right of access to the following utilities or services: [CHECK ALL THAT APPLY] x Water service x Natural gas service x Telephone service x Electrical power service x Sanitary sewer x Storm water drainage either over, under or upon rights -of -way or easements for the benefit of the Land because of: (1) a gap or gore between the boundaries of the Land and the rights -of -way or easements; (2) a gap between the boundaries of the rights -of -way or easements ; or (3) a termination by a grantor, or its successor, of the rights -of -way or easements. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Date: 2016 First American Title Insurance Company iaennis J. Gilmore Prasident P#t,v �7p fiA4,;q"� Jeffrey S. Robinson ,;REi8raq By: Authorized Countersignature ,Form 50-10047 (7-1-14) age 13 of 22 PR First American Title Insurance Company ALTA 17.2-06 Utility Access (10-16-08) MA P RC Form No. 1402.06 ALTA Owner's Policy (6-17-06) Policy Page 14) RMA Policy Number: NCS-747243-SDssO ENDORSEMENT Attached to Policy No. NCS-747243-SDssO Issued by First American Title Insurance Company The Company insures against loss or damage sustained by the Insured by reason of: those portions of the Land identified below not being assessed for real estate taxes under the listed tax identification numbers or those tax identification numbers including any additional land: Legal Description: Parcel A Parcel B Tax Identification Numbers: 6310-008-20 6310-008-21 the easements, if any, described in Schedule A being cut off or disturbed by the nonpayment of real estate taxes assessed against the servient estate. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. American Land Title Association Endorsement 18.1-06 (Multiple Tax Parcel) Adopted 6/17/06 PRO FORMA PROFORMA First American Title Insurance Company Form No. 1402.06 ALTA Owner's Policy (6-17-06) Policy Page 15 Policy Number: NCS-747243-SDssO ENDORSEMENT Attached to Policy No. NCS-747243-SDssO Issued by First American Title Insurance Company The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land as described in Schedule A to be the same as that identified on the ALTA/ACSM Land Title Survey (3200 Fruitland Avenue in the City of Vernon, County of Los Angeles, State of California) made by Joeseph C. Truxaw and Associates, Inc. dated January , 2016, and designated Job No. XEB14061. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. American Land Title Association Endorsement 25-06 (Same as Survey) Adopted 10/16/08 First American Title Insurance Company Form No. 1402.06 ALTA Owner's Policy (6-17-06) Policy Page 16 Policy Number: NCS-747243-SDssO ENDORSEMENT Attached to Policy No. NCS-747243-SDssO Issued by First American Title Insurance Company The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land to constitute a lawfully created parcel according to the subdivision statutes and local subdivision ordinances applicable to the Land. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. American Land Title Association Endorsement 26-06 (Subdivision) Adopted 10/16/08 First American Title Insurance Company Form No. 1402.06 ALTA Owner's Policy (6-17-06) Policy Page 17 Policy Number: NCS-747243-SDssO ENDORSEMENT Attached to Policy No. NCS-747243-SDssO Issued By First American Title Insurance Company The Policy is hereby amended by deleting paragraph no. 14 (Arbitration) 4from the Conditions of said Policy. This endorsement is made a part of the policy and is subject to all of the terms and provisions thereof and of any prior endorsements thereto. Except to the extent expressly stated, it neither modifies any of the terms and provisions of the policy and any prior endorsements, nor does it extend the effective date of the policy and any prior endorsements, nor does it increase the face amount thereof. F.A. Form 45 (Revised 4-90) First American Title Insurance Company P RC Form No. 1402.06 ALTA Owner's Policy (6-17-06) Policy Page 18) RMA Policy Number: NCS-747243-SDssO s xrrrr First Am erican POLICY AUTHENTICATION ENDORSEMENT Issued by First American Title Insurance Company Attached to Policy No.: NCS-747243-SDssO File No.: NCS-747243-LA2 When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company. Date: , 2016 First American Title Insurance Company Dennis a Gilmore Prasident P*a� 0 fiA4�� Jo ey 3 RuNribun 59crowry By: Authorized Countersignature Form 50-10899 (7-1-14) PPage 18 of 22 ALTA 39.0-06 Policy Authentication (4-2-13) PRO FORMA PROFORMA First American Title Insurance Company Form No. 1402.06 ALTA Owner's Policy (6-17-06) Policy Page 19 Policy Number: NCS-747243-SDssO t x x First American ZONING -LAND UNDER DEVELOPMENT ENDORSEMENT Issued by First American Title Insurance Company Attached to Policy No.: NCS-747243-SDssO File No.: NCS-747243-LA2 For purposes of this endorsement: a. "Improvement" means a building, structure, road, walkway, driveway, curb, subsurface utility or water well existing at Date of Policy or to be built or constructed according to the Plans that is or will be located on the Land, but excluding crops, landscaping, lawns, shrubbery, or trees. b. "Plans" means those site and elevation plans made by Joseph C. Truxaw ans Associates, Inc. dated September 29, 2015, last revised January 12, 2016, designated as Job No. XEB14061 consisting of 2 sheets. 2. The Company insures against loss or damage sustained by the Insured in the event that, at Date of Policy a. according to applicable zoning ordinances and amendments, the Land is not classified Zone Industrial; b. the following use or uses are not allowed under that classification: Commercial Structure C. There shall be no liability under paragraph 2.b. if the use or uses are not allowed as the result of any lack of compliance with any condition, restriction, or requirement contained in the zoning ordinances and amendments, including but not limited to the failure to secure necessary consents or authorizations as a prerequisite to the use or uses. This paragraph 2.c. does not modify or limit the coverage provided in Covered Risk 5. The Company further insures against loss or damage sustained by the Insured by reason of a final decree of a court of competent jurisdiction either prohibiting the use of the Land, with any existing Improvement, as specified in paragraph 2.b. or requiring the removal or alteration of the Improvement, because, at Date of Policy, the zoning ordinances and amendments have been violated with respect to any of the following matters: a. Area, width, or depth of the Land as a building site for the Improvement b. Floor space area of the Improvement C. Setback of the Improvement from the property lines of the Land d. Height of the Improvement, or e. Number of parking spaces. 4. There shall be no liability under this endorsement based on: a. the invalidity of the zoning ordinances and amendments until after a final decree of a court of competent jurisdiction adjudicating the invalidity, the effect of which is to prohibit the use or uses; b. the refusal of any person to purchase, lease or lend money on the Title covered by this policy. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. First American Title Insurance Company PRO FrON . 1Rb2.06 ALTA Owner's Policy (6-17-06) P R li PF®0 RMA Policy Number: NCS-747243-SDssO Date: 12016 First American Title Insurance Company df-'�FJNC•.• Nnnis i Gdmom Prasident M,uj 6P fi4L��� Jeffrey S_ RobinSf n Secrelery By: Authorized Countersignature Form 50-10798 (7-1-14) iPage 20 of 22 ALTA 3.2-06 Zoning - Land Under Development (4 2 12) PRO FORMA PROFORMA First American Title Insurance Company P RC Form No. 1402.06 Policy Page 21—) RMA ALTA Owner's Policy (6-17-06) Policy Number: NCS-747243-SDssO is }3lL LYr First American 4* + Y COVENANTS CONDITIONS AND RESTRICTIONS - LAND UNDER DEVELOPMENT - OWNER'S POLICY ENDORSEMENT Issued by First American Title Insurance Company Attached to Policy No.: NCS-747243-SDssO File No.: NCS-747243-LA2 The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy. For purposes of this endorsement only: "Covenant" means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy. b. "Future Improvement" means a building, structure, road, walkway, driveway, curb to be constructed on or affixed to the Land in the locations according to the Plans and that by law will constitute real property, but excluding any crops, landscaping, lawn, shrubbery, or trees. C. "Improvement" means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees. d. "Plans" means the survey, site and elevation plans or other depictions or drawings prepared by GAA datedOctober 5, 2015 , designated as Job No. XRP007 consisting of 8 sheets. 3. The Company insures against loss or damage sustained by the Insured by reason of: a. A violation of an enforceable Covenant by an Improvement on the Land at Date of Policy or by a Future Improvement, unless an exception in Schedule B of the policy identifies the violation; b. Enforced removal of an Improvement located on the Land or of a Future Improvement as a result of a violation of a building setback line shown on a plat of subdivision recorded or filed in the Public Records at Date of Policy, unless an exception in Schedule B of the policy identifies the violation; or PRO FORMA PROFORMA First American Title Insurance Company P RC Form No. 1402.06 ALTA Owner's Policy (6-17-06) Policy Page 22) RMA Policy Number: NCS-747243-SDssO C. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation. 4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from: any Covenant contained in an instrument creating a lease; b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; C. except as provided in Section 3.c, any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances; or d. contamination, explosion, fire, vibration, fracturing, earthquake or subsidence. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Date: First American Title Insurance Company Clf•n35ix J C:dmona 'resident ML41 �00 fiA4�� Jeffm S_ RUN115an S*CFA1flFY By: Authorized Countersignature Form 50-10805 (7-1-14) Page 22 of 22 ALTA 9.8-06 - Covenants, Conditions and Restrictions - Land Under Dev. - Owner's Policy (4-2-12) PRO FORMA PROFORMA First American Title Insurance Company Ms. Janine Hudson Mr. Maurice Ned First American Title Company January- 2016 Page 9 SCHEDULE 1 GUIDELINES FOR CLOSING STATEMENTS 1. Pursuant to the Assignment Agreement, Owner will pay to City the amount of $22,556,769 as consideration for the assignment of City's rights under the Purchase Agreement. 2. Under the Purchase Agreement, City has already paid to Seller the amount of $25,600,000. Pursuant to the Second Amendment to the Purchase Agreement, the Purchase Price was reduced to $24,173,085. Accordingly, Seller owes City the amount of $1,426,915, which will be repaid to City in the form of a Promissory Note executed and delivered by Seller at Closing for the benefit of City. 3. City has also previously deposited with Escrow Agent a $600,000 earnest money deposit, of which $200,000 has been relinquished to Seller as consideration for extensions of the closing date. The remaining $400,000 of earnest money deposit shall be paid to City at Closing (i.e., the right to that earnest money deposit has not been assigned to Owner and should not show as a credit to the Buyer under the Seller/Owner Closing Statement). 4. Pursuant to the Assignment Agreement, Owner is responsible for paying any proration s/allocations of closing costs that are required to be paid by the "Buyer" under the Purchase Agreement (i.e., City is not responsible for those amounts). There is no real estate brokerage fee payable to Cushman & Wakefield in connection with this transaction, which is the obligation of "Buyer" under the Purchase Agreement; any such fee will be paid by City. 5. Pursuant to the Assignment Agreement, Owner is required to deposit at Closing into a separate escrow account with Commonwealth Land Title Company the Financial Assurance Amount ($1,250,000). This is a separate escrow account that will be administered post -closing. Owner advises Escrow Agent that Tenant may deposit the same on behalf of Owner. 6. Pursuant to the Added Facilities Agreement, Tenant is required to pay City the amount of $1,000,000 at Closing as the In Lieu Fee. 7. Pursuant to the Added Facilities Agreement, Tenant is required to deposit into a separate escrow account with Commonwealth Land Title Company the Reserve Amount ($2,300,000). This is a separate escrow account that will be administered post -closing. WEST\267545716.4