acquisition and disposition agreement by and between...

ACQUISITION AND DISPOSITION AGREEMENT

BY AND BETWEEN

NBCUNIVERSAL MEDIA, LLC, a Delaware limited liability company,

and

CITY OF LOS ANGELES, a municipal corporation

TABLE OF CONTENTS

ARTICLE I. ASSIGNMENT AND ASSIGNMENT BACK OF PURCHASE AND SALE AGREEMENT ................................................................................................................................. 2

Section 1.1 Assignment of PSA ...................................................................................... 2 Section 1.2 Assumption of PSA ...................................................................................... 2 Section 1.3 Assignment Back ofPSA ............................................................................. 3 Section 1.4 Assumption Back ofPSA ............................................................................ 3

ARTICLE II. CONVEYANCE OF REAL PROPERTY ................................................................ 3

Section 2.1 Conveyance of Real Property ...................................................................... 3 Section 2.2 Acceptance of Real Property "AS IS" ........................................................ .3

ARTICLE III. TITLE ....................................................................................................................... 5

Section 3.1 Conveyance ofTitle ..................................................................................... 5

ARTICLE IV. CLOSING ................................................................................................................ 5

Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section 4.6

Time, Place and Manner .............................................................................. 5 The City's Obligation to Deposit Documents .............................................. 5 NBCUniversal's Obligation to Deposit Documents .................................... 6 Transaction Taxes and Closing Costs .......................................................... 6 Conditions Precedent to Obligation ofNBCUniversal. ............................... 7 Conditions Precedent to Obligation of the City ........................................... ?

ARTICLE V. REPRESENTATIONS AND WARRANTIES ......................................................... 8

Section 5.1 Representations and Warranties ofNBCUniversal... ................................... 8

ARTICLE VI. DEFAULT ............................................................................................................... 9

Section 6.1 Default. ......................................................................................................... 9 Section 6.2 Recoverable Damages .................................................................................. 9

ARTICLE VII. BROKERAGE COMMISSIONS ........................................................................... 9

ARTICLE VIII. INDEMNITY AND REIMBURSEMENT OF COSTS ...................................... lO

Section 8.1 Indemnity ................................................................................................... 1 0 Section 8.2 Reimbursement of Costs ............................................................................ 1 0

ARTICLE IX. MISCELLANEOUS ............................................................................................. 11

Section 9.1 Assignment ................................................................................................ 11 Section 9.2 Notices ....................................................................................................... 11 Section 9.3 Modifications ............................................................................................. 12 Section 9.4 Entire Agreement ....................................................................................... 12 Section 9.5 Further Assurances ..................................................................................... l2 Section 9.6 Counterparts ............................................................................................... 12

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Section 9.7 [Reserved] .................................................................................................. 12 Section 9. 8 Severability ................................................................................................ 12 Section 9.9 Applicable Law .......................................................................................... 13 Section 9.10 No Third Patty Beneficiary ........................................................................ 13 Section 9.11 Captions ..................................................................................................... 13 Section 9.12 Construction ............................................................................................... 13 Section 9.13 Recordation ................................................................................................ 13 Section 9.14 Attorneys' Fees .......................................................................................... 13 Section 9.15 Exhibits ............................................................................... , ...................... 13 Section 9.16 Date ofPerfonnance .................................................................................. 13 Section 9.17 Time ........................................................................................................... 14 Section 9.18 City Rights ................................................................................................. 14

EXHIBITS

A B c D E F G H

THEPSA AMENDMENTS TO THE PSA FORM OF PRELIMINARY CHANGE OF OWNERSHIP REPORT FORM OF TITLE POLICY CONSENTED TO BY NBCUNIVERSAL FORM OF DEED FORM OF FIRPTA AND CALFIRPTA CERTIFICATES ON-RAMP COVENANT CALIFORNIA DEPARTMENT OF TRANSPORTATION APPROVAL COVER PAGE

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ACQUISITION AND DISPOSITION AGREEMENT

THIS ACQUISITION AND DISPOSITION AGREEMENT ("Agreement") is dated as of ____ , 2014, for identification purpose only, by and between NBCUNIVERSAL

MEDIA, LLC, a Delaware limited liability company ("NBCUniversal"), and the CITY OF LOS ANGELES, a municipal corporation (the "City", and together with NBCUniversal, the "Parties", and each, a "Party"). The effective date of this Agreement ("Agreement Effective Date") shall be the later of the date on which the City Clerk of the City attests this Agreement, as indicated on the signature page of this Agreement, or June 24, 2014. This Agreement shall constitute the joint escrow instructions of the Parties.

RECITALS

WHEREAS, in connection with the NBC Universal Evolution Plan project ("Project"), the City previously certified the Environmental Impact Report for the Project (EIR No. ENV-2007-254-EIR) and adopted California Environmental Quality Act findings, a Statement of Overriding Considerations, and a Mitigation Monitoring and Reporting Program;

WHEREAS, The City has required, as Mitigation Measure B-3 of the Mitigation Monitoring and Reporting Program for the Project, the construction of a new southbound onramp to the Hollywood (U.S. Highway 101) Freeway from Universal Studio Boulevard ("Cal Trans Freeway On-Ramp");

WHEREAS, constJ.uction of the Cal Trans Freeway On-Ramp requires that it cross over privately-owned property located at 3400 Cahuenga Boulevard, Los Angeles, California 90068 ("3400 Property");

WHEREAS, the owner of the 3400 Property, Cahuenga Investors, LLC ("Cahuenga") opposes a partial. acquisition of the 3400 Property;

WHEREAS, the City has considered options to potentially acquire the 3400 Property, including by a negotiated purchase in lieu of condenmation;

WHEREAS, Cahuenga, as seller, has entered into a Purchase and Sale Agreement and Escrow Instructions with NBCUniversal, as buyer, dated as of February 7, 2014 (the "Purchase and Sale Agreement"), a copy of which is attached hereto as Exhibit A, pursuant to which NBCUniversal has the right to purchase the 3400 Property, subject to the terms and conditions set forth in the Purchase and Sale Agreement;

WHEREAS, Cahuenga and NBCUniversal entered into those certain amendments to the Purchase and Sale Agreement (the "PSA Amendments"), copies of which are attached hereto collectively as Exhibit B (the Purchase and Sale Agreement and the PSA Amendments are collectively referred to herein as the "PSA"; unless otherwise defined in this Agreement, defined terms used herein shall have the definition ascribed thereto in the PSA);

WHEREAS, the PSA contemplates that the 3400 Property may be acquired by the City through condemnation or threat of condemnation in order to facilitate the constmction of the Cal

Acquisition and Disposition Agreement (6-12-14 9am execution version)

Trans Freeway On-Ramp, and NBCUniversal has the express right to assign the PSA to the City in order to effectuate the purchase of the 3400 Property in lieu of condemnation; and

WHEREAS, both the City and NBC Universal have determined that it is desirable that, subject to the tenus and conditions of this Agreement, the City acquire title to the 3400 Property in lieu of condemnation and thereafter inunediately convey the 3400 Property to NBCUniversal to effect the construction of the Cal Trans Freeway On-Ramp.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals, the mutual covenants, promises and undertakings set forth herein and other consideration, the receipt and adequacy of which the Parties hereby acknowledge, the Parties agree as follows:

ARTICLE I. ASSIGNMENT AND ASSIGNMENT BACK OF PURCHASE AND SALE AGREEMENT

Section 1.1 Assignment ofPSA. NBCUniversal hereby assigns, transfers, sets over and conveys to the City all ofNBCUniversal's currently-existing (as of the Agreement Effective Date) right, title and interest in, to and under the PSA with respect to taking title to the Real Property (subject to the limitations and qualifications set forth in this Section 1.1, the "PSA Assigmnent"). Notwithstanding the foregoing or anything to the contrary set forth herein, the PSA Assignment shall not include any, and NBCUniversa1 shall retain all, of Buyer's right, obligation, title and interest in, to and under the PSA with respect to the Personal Property, Leases, Rents, Security Deposits, and Intangibles, as well as Buyer's financial obligations under the PSA, including without limitation all obligations of Buyer to pay the Purchase Price, any portion of the Deposit, transfer tax and any other applicable tax, cost of the Survey and Title Policy, and any escrow costs, fees, expenses, and charges. The PSA Assignment shall take effect upon the Agreement Effective Date.

Section 1.2 Assumption of PSA. The City hereby assumes the PSA to the extent of the PSA Assignment and agrees to perform the following outstanding obligations of Buyer under the PSA in order to facilitate the Closing under the PSA (as used in this Agreement, the "First Closing"):

(a) execute and deliver to the Escrow Holder under the PSA the Deed evidenci11g acceptance by the City, in the fonn attached to the PSA as Exhibit R, no less than one (1) business day prior to the First Closing;

(b) deliver to the Escrow Holder under the PSA a copy of the Los Angeles City Council action evidencing the authority of the person or persons executing documents on behalf of the City,

(c) deliver to the Escrow Holder under the PSA a completed and executed Preliminary Change of Ownership Report in the form attached hereto as Exhibit c· _,


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(d) deliver to the Escrow Holder under the PSA a closing statement reasonably acceptable to the City, executed by the City, provided that such closing statement shall be provided to the City no later than three (3) business days prior to the First Closing; and

(e) deliver to the Escrow Holder under the PSA such additional documents as shall be reasonably required of the City to conswumate the transaction contemplated by the PSA, provided that any request for such additional documents shall be made to the City in writing no later than three (3) business days prior to the First Closing.

To the extent tlmt the City has performed the tasks listed above in Subsections 1.2(a) through (e), inclusive, the City shall be deemed to have fully performed all of the obligations the City has asswned under the PSA.

Section 1.3 Assignment Back of PSA. Concurrent with the consummation of the First Closing, all of the then-existing rights, title, and interest in, to and under the PSA assigned, transferred, set over and conveyed to the City through the PSA Assignment shall be automatically (i.e., without any further action from any Party or consent from Cahuenga) and immediately assigned, transferred, set over and conveyed to NBCUniversal ("PSA Assigmnent Back"), and the City shall have no obligation under the PSA beyond the PSA Assignment Back. The provisions of this Section 1.3 shall survive the Second Closing.

Section 1.4 Assumption Back of PSA. Concurrent with the consummation of the First Closing, NBCUniversal shall automatically (i.e., without any further action from any Party or consent from Cahuenga) and immediately assume, and agree to perfonn, all of the thenoutstanding obligations of Buyer under the PSA. The provisions of this Section 1.4 shall survive the Second Closing.

ARTICLE II. CONVEYANCEOFREALPROPERTY

Section 2.1 Conveyance of Real Property. The City agrees to convey (through a quitclaim deed) to NBCUniversal, and NBCUniversal agrees to accept from the City, the Real Property. Not later than three (3) business days following the Agreement Effective Date, NBCUniversal shall open an escrow (the "Second Escrow") with Fidelity National Title Insurance Company (the "Second Escrow Holder"), having its office at the locations specified in Section 9.2 hereof, with respect to the transaction contemplated in this Section 2.1.

Section 2.2 Acceptance of Real Property "AS IS". The City will convey, and NBCUniversal agrees to accc;pt, the Real Property "AS IS", that is, without representation or warranty with respect thereto, express or implied, with regard to the physical or any other condition of the Real Property, including the existence of any "Hazardous Substances" (as defined below) thereon, geology, soils condition, the presence or absence of archeological or historical remains or suitability for any construction or use. NBCUniversal accepts the condition of the zoning, entitlements, and title to the Real Property "AS IS". The City makes no

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representation or warranty as to the zoning entitlements, condition of title or the accuracy of any information or insurance provided to NBCUniversal by any title insurance company.

As of the Agreement Effective Date, NBCUniversal has conducted such inspections and investigations of the Real Property and reviewed the documentation relating to the Real Property as NBCUniw;rsal has deemed necessary, including, but not limited to, the physical and environmental conditions thereof, and shall rely upon said matters and has approved same. Upon the Agreement Effective Date, NBCUniversal shall asswne the risks that adverse matters, including, but not limited to, adverse physical and environmental conditions and the existence of Hazardous Substances may not have been revealed by NBCUniversal's inspections and investigations. NBCUniversal acknowledges and agrees that upon Second Closing (as defined below), the City shall convey to NBCUniversal, and NBCUniversal shall accept, the Real Property in its "AS IS", "WHERE IS" condition, with all faults and defects (latent and apparent). NBCUniversal further acknowledges and agrees that there are no oral agreements, warranties or representations, collateral to or affecting the Real Property by the City, its officials, officers, boards, commissioners, employees, agents, or contractors. The terms and conditions of this section shall expressly survive the Second Closing. NBCUniversal has fully reviewed the disclaimers and waivers set forth herein with its counsel and understands the significance and effect thereof. NBCUniversal acknowledges and agrees that the disclaimers and other agreements set forth herein are an integral part of this Agreement and that the City would not have agreed to enter into this Agreement without the disclaimers and other agreements set forth herein.

NBCUniversal's Initials

As used herein, "Hazardous Substances" shall mean, without limitation: (a) those substances included within the definitions of"hazardous substances," "hazardous materials," "toxic substances," or "solid waste" in CERCLA, 42 U.S.C. § 9601 et seq., RCRA, 42 U.SC. § 6901 et seq., and the Hazardous Materials Transportation Act, 49 U.S.C. §1801 et seq., and in the regulations promulgated pursuant to said laws; (b) those substances defined as "hazardous wastes" in Section 25117 of the California Health & Safety Code, or as "hazardous substances" in Section 25316 of the California Health & Safety Code, and in the regulations promulgated pursuant to said laws; (c) those substances listed in the United States Department of Transportation Table (49 C.F.R 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) as hazardous substances (40 C.F.R. part 302 and an1endments thereto); (d) any material, waote or substance which is (i) petroleum, (ii) asbestos, (iii) polychlorinated biphenyls, (iv) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. § 1321) or listed-pursuant to Section 307 of the Clean Water Act (33 U.S.C. § 1317); (v) flammable explosives, or (vi) radioactive materials; and (e) such other substances, materials and wastes which are or become regulated as hazardous or toxic under applicable local, state or federal law, or which are classified as hazardous or toxic under federal, state, or local laws.


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ARTICLE HI. TITLE

Section 3.1 Conveyance of Title. At the Second Closing (as defined in Section4.1 hereof), the City shall convey and transfer to NBCUniversal the Real Property by execution and delivery of a Quitclaim Deed (as defined in Section4.2(a) hereof) respecting the Real Property. Evidence of delivery of such title shall be the issuance by Title Company at NBCUniversal's sole cost, of (i) an ALTA Extended Coverage Owner's Policy of Title Insurance effective as of the Second Closing covering the Real Property and insming NBCUniversal as the fee owner, in the full amount of the Purchase Price under the PSA, subject only to the Permitted Exceptions under the PSA, together with (ii) endorsements to the Title Policy under the PSA. A form of the Title Policy consented to by NBCUniversal is attached hereto as Exhibit D and made a part hereof.

ARTICLE IV. CLOSING

Section 4.1 Time, Place and Manner. The consunnnation of the transaction contemplated by Section 2.1 of this Agreement (the "Second Closing") shall be held on the same day as the Closing Date under the PSA at the offices of the Second Escrow Holder at the address set forth under Section 9.2 hereof. Notwithstanding anything to the contrary set forth herein or in the PSA, the Second Closing shall take place concurrently with the First Closing, and neither the First Closing nor the Second Closing shall take place without the concurrent occmrence of the other closing. In the event that concurrent closing of the First Closing and the Second Closing does not occur prior to August 1, 2014, the City may, at its sole discretion, unilaterally tem1inate this Agreement and any of the Buyer's obligations that the City has assumed under the PSA, and, upon such tennination by the City, the City shall have no obligation under this Agreement or the PSA (but NBCUniversal 's obligations under Section 8.1 and Section 8.2 of this Agreement shall survive such unilateral termination). The Quitclaim Deed (as defmed in Section 4.2(a) hereof) shall be recorded concurrently and immediately after the recordation of the Deed. In addition, the On-Ramp Covenant (as defined below) shall be recorded concurrently and immediately after the recordation of the Quitclaim Deed. Before the Second Closing, the City and NBCUniversal shall deposit all documents with the Second Escrow Holder in accordance with Section 4.2 and Section 4.3, respectively, of this Agreement.

Section 4.2 The City's Obligation to Deposit Documents. The City shall, not less than one (1) business day prior to Second Closing, deliver to Second Escrow Holder

(a) a duly executed and notarized quitr.laim deed (the "Quitclaim Deed") in the form attached hereto as Exhibit E, conveying the Real Property to NBCUniversal;

(b) a copy of the Los Angeles City Council ordinance authorizing the person or persons executing documents on behalf of the City and the disposition of the Real Property (the "Ordinance"); ·


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(c) FIRPT A and CALFIRPT A certificates in the fonns attached hereto as Exhibits F"l and F-2, duly executed by the City;

(d) a duly executed and notarized covenant running with the land (the "On-Ramp Covenant") in the form attached hereto as Exhibit G, restricting the use of a portion of the Real Property to the construction and operation of the Cal Trans Freeway On-Ramp;

(e) a closing statement reasonably acceptable to the City, executed by the City, provided that such closing statement shall be provided to the City no later than three (3) business days prior to Second Closing; and

(f) such additional documents as shall be reasonably required of the City to consummate the transaction contemplated by this Agreement, provided that any request for such additional documents shall be made to the City in writing no later than three (3) business days prior to Second Closing.

Section 4.3 NBCUniversal's Obligation to Deposit Documents. NBCUniversal shall, not less than one (1) business day prior to Second Closing, deliver to Second Escrow Holder:

(a) a duly executed and notarized On-Ramp Covenant;

(b) such evidence as the Title Company may reasonably require as to the authority ofthe person or persons executing documents on behalf ofNBCUniversal;

(c) such affidavits as may be customarily and reasonably required by the Title Company;

(d) a closing statement reasonably acceptable to NBCUniversal, executed by NBC Universal; and

(e) such additional documents as shall be reasonably required of NBCUniversal to consummate the transaction contemplated by this Agreement.

Section 4.4 Transaction Taxes and Closing Costs.

(a) The City and NBCUniversal shall execute such returns, questionnaires and other documents as shall be required with regard to all applicable real prope1ty transaction taxes imposed by applicable federal, state or local !aw or ordinance:

(b) NBCUniversal shall pay the fees of any counsel representing NBCUniversal in connection with this transaction. NBCUniversal shall also pay (directly rather than on a reimbursed basis) for all costs, fees, charges, expenses, taxes, and assessments associated with the transaction contemplated herein, regardless of whether charged or imposed on the City or NBC Universal, including without limitation all of the following:


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(i) the escrow fee, if any, which may be charged by the Second Escrow Holder or Title Company;

(ii) the premium and all costs associated with the Title Policy and any endorsement relating thereto;

(iii) the fees for recording the Quitclaim Deed; and

(iv) any documentary transfer tax or similar tax which becomes payable by reason of the transfer of the Real Property.

(c) The provisions of this Section 4.4 shall survive the Second Closing.

Section 4.5 Conditions Precedent to Obligation of NBCUniversal. The obligation ofNBCUniversal to consummate the Second Closing shall be subject to the fulfillment, on or before the date of Second Closing, of all of the following conditions, any or all of which may be waived by NBCUniversal in its sole discretion:

(a) the City shall have delivered to NBCUniversal or Second Escrow Holder all of the items required to be delivered to NBCUniversal or Second Escrow Holder, respectively, pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2 hereof;

(b) the City shall have delivered to the Escrow Holder under the PSA all of the items required to be delivered to such Escrow Holder pursuant to Section 1.2( a) -(e) above;

(c) the City shall have performed and observed in all material respects, all covenants and agreements of this Agreement to be performed and observed by the City as of the date of Second Closing;

(d) the Title Company shall be unconditionally and irrevocably committed to issue the Title Policy in the condition required by Section 3.1 hereof;

(e) the Ordinance shall be effective; and

(f) the First Closing shall have occurred.

Section 4.6 Conditions Precedent to Obligation of the City. The obligation of the City to consummate the Second Closing shall be subject to the fulfillment on or before the date of Second Closing of all of the following conditions, any or all of which may be waived by the City in its sole discretion:

(a) NBCUniversal shall have delivered to the City or Second Escrow Holder all of the items required to be delivered to the City or Second Escrow Holder,


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respectively, pursuant to the tenns of this Agreement, including but not limited to, those provided for in Section 4.3 hereof;

(b) NBCUniversal shall have delivered to Escrow Holder all of the items required to be delivered to Escrow Holder pursuant to Section 4.3 of the PSA and otherwise fulfilled the obligations of Buyer in Section4.7 of the PSA, in each case except for those obligations assumed by City as set forth in Section 1.2 (a)- (e) above, in order to effect the First Closing;

(c) Cahuenga shall have delivered to Escrow Holder all of the items required to be delivered to Escrow Holder pursuant to Section 4.2 of the PSA and otherwise fulfilled the obligations of Seller in Section 4.6 of the PSA in order to effect the First Closing;

(d) NBCUniversal shall have perfonned and observed, in all material respects, all covenants and agreements of this Agreement to be perfonned and observed by NBC Universal as of the date of Second Closing;

(e) the Title Company shall be unconditionally and irrevocable committed to issue the Title Policy in the condition required by Section 3.1 hereof;

(f) tl1e First Closing shall have occurred;

(g) the Ordinance shall be effective; and

(h) NBCUniversal's representations and warranties set forth in Section 5.1 of this Agreement shall remain true and correct as of the date of the Second Closing.

ARTICLEV. REPRESENTATIONS AND WARRANTIES

Section 5.1 Representations and Warranties of NBCUniversal. NBCUniversal hereby represents and warrants to the City, with the understanding that the City is relying on such representations and warranties in entering into this Agreement, that, prior to the Agreement Effective Date:

(a) the California Department ofT ransportation has approved the Project Study Report-Project Report to Obtain Approval for a Project-Funded-by-Others for the Cal Trans Freeway On-Ramp as evidenced by the approved cover page attached hereto as Exhibit H;

(b) NBCUniversal, as buyer under the PSA, has completed all of Buyer's due diligence efforts under tl1e PSA, including without limitation satisfYing itself as to each and every Outstanding Diligence item under the PSA Without limiting the generality of the foregoing, NBC Universal has completed an examination of the title for the Property pursuant to Article II of the PSA and a review of the Property pursuant to Article III of the PSA NBCUniversal, as Buyer under the PSA, has submitted an


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Election to Proceed to Cahuenga, as Seller under the PSA, prior to the expiration of the Extended Feasibility Period under the PSA; and

(c) a written de1nand from the Servicer for the full payoff of all monetary obligation secured by the Deed of Trust, specifying the full payoff amount ("Payoff Amount"), has been submitted to Escrow Holder, and NBCUniversal has no objection to the Payoff Amount.

ARTICLE VI. DEFAULT

Section 6.1 Default. If the Second Closing fails to occur by reason of a Party's failure to comply with any of its covenants, agreements or obligations under this Agreement or the PSA, the other Party shall have the right, in its sole and absolute discretioll, to adjourn the Second Closing for up to thirty (30) days to allow the defaulting Party to remedy or cme the default or breach. Should the defaulting Party fail timely to cme its breach or default, or should the nondefaulting Party not elect to exercise its right to adjourn the Second Closing, the non-defaulting Party shall have the right to exercise one or more of the following remedies against the defaulting Party by reason thereof: (a) the right to waive the default or failed condition and proceed to close this Agreement, (b) the right to terminate this Agreement, without notice to or consent of any other person or entity, (c) the right to sue the defaulting Party for specific performance of the defaulting Party's obligations under this Agreement and collect from the defaulting Party attorneys' fees and costs incmred to bring such action, and/or (d) the right to institute legal action to recover from the defaulting Party any and all damages suffered by the non-defaulting Party by reason of the defaulting Party's default or breach (provided, however, that prior to taking any action to seek any damages under this Agreement, the non-defaulting Party shall provide the defaulting Party a written notice of default and an opportunity of no less than seven (7) business days to cure such default). Notwithstanding anything to the contrary set forth in this Agreement, under no circumstances shall either Party have any liability under this Agreement to the other Party for consequential, punitive or exemplary damages, all of which are hereby expressly waived by NBCUniversal and the City.

Section 6.2 Recoverable Damages. Notwithstanding Section 6.1 hereof, in no event shall the provisions of Section 6.1 limit the damages recoverable by either Party against the other Party due to the other Party's obligation to indenmify such Party in accordance with this

. Agreement.

ARTICLE VII. BROKERAGE COMMISSIONS

With respect to the transaction contemplated by this Agreement, neither NBCUniversal nor the City is using a broker and each party hereto represents and warrants to the other that it has had not dealings with any person, firm, broker or finder in connection with the negotiation of this Agreement or the consummation of the pmchase and sale contemplated here, and no broker or other person, fi1m or entity is entitled to any commission or finder's fee in connection with this transaction as the result of any dealings or acts of such party. Each party hereto agrees that


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if any person or entity makes a claim for brokerage conunissions or finder's fees related to the sale of the Real Property by the City to NBCUniversal, and such claim is made by, through or on account of any acts or alleged acts of said pmty or its representatives, said party will protect, indemnify, defend and hold the other party free and harmless from and against any and all loss, liability, cost, dmnage and expense (including reasonable attorneys' fees) in connection therewith. The provisions of this paragraph shall survive the Second Closing or any termination of this Agreement.

ARTICLE VIII. INDEMNITY AND REIMBURSEMENT OF COSTS

Section 8.1 Indemnity. NBCUniversal hereby agrees to defend (with counsel reasonably acceptable to the City), indenmify, and hold harmless the City and its officials, agents, officers, employees, consultants, and contractors from any and all claims, demands, proceedings, rights, actions, causes of action, writs, liabilities, dmnages, los$eS, obligations, judgments, suits, and costs or expenses, including without limitation reasonable attorneys' fees, of any kind or natnre whatsoever, that, in any manner, directly or indirectly, in whole or in part, arise in connection with, result from, relate in any way to, are caused by, or are alleged to arise in connection with, result from, relate in any way to, or be caused by any of the following: (i) City's action(s) authorizing this Agreement, (ii) City's entering into this Agreement, (iii) City's assumption of the PSA, (iv) City's acquisition of the Real Property pursuant to the PSA, (v) City's disposition of the Real Property pursuant to this Agreement, (vi) the City Rights, the reservation thereof, or the reinstatement thereof, as necessary, pursuant to Section 9.18 of this Agreement, and/or (vii) City's performance of any task under the PSA or this Agreement ("Indemnified Claim(s)"). Upon being served with a lawsuit or other legal process involving an Indemnified Claim, the City shall timely notify NBCUniversal thereof. The obligations imposed in this Section 8.1 shall apply notwithstanding any allegation or dete1mination in the Indemnified Claim that the City acted contrary to applicable laws. Nothing in this section shall be construed to mean that NBCUniversal shall defend, indemnify, and hold harmless the City (or its officials, agents, officers, and employees) from any claims arising from, or alleged to arise from, the intentional misconduct or gross negligence of the City (or its officials, agents, officers, and employees) in the perforn1ance of this Agreement. This Section 8.1 shall survive the Second Closing or any termination of this Agreement.

Section 8.2 Reimbursement of Costs. NBCUniversal shall pay any and all reasonable costs incuned by the City in connection with the City's acquisition of the Real Property pursuant to the PSA and di~position of the Real Property to NBCUniversal under this Agreement ("Costs"). Costs shall include, but are not necessarily limited to, reasonable legal costs and fees incuned by the City, including reasonable charges for staff time. All third-pmty Costs shall be paid by NBCUniversal within thirty (30) days ofNBCUniversal's receipt of the City's invoice therefor accompanied by reasonably detailed supporting documentation evidencing the City's incurrence of such third-party Costs. This Section 8.2 shall survive the Second Closing or any termination of this Agreement

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ARTICLE IX. MISCELLANEOUS

Section 9.1 Assignment. Subject to the provisions of this Section 9.1, the terms and provisions of this Agreement are to apply to and bind the permitted successors and assigns of the parties hereto. NBCUniversal may assign its rights under tlus Agreement with notice to, and with prior written consent of, the City, which consent may be granted or withheld at the City's discretion. Notwithstanding the foregoing, NBCUniversal may assign its rights under this Agreement to NBCUniversal Cahuenga, LLC, a Delaware limited liability company, with prior notice to, but without consent of, the City. In no event shall any assignment of this Agreement release or discharge NBCUniversal from any liability or obligation hereunder. The provisions of this Section 9.1 shall survive the Second Closing or any termination of this Agreement.

Section 9.2 Notices. Any notice, request, demand, consent, approval and other communications required or permitted under this Agreement shall be given in writing by (a) personal delivery, (b) Federal Express or another nationally recognized overnight delivery service with proof of delivery, or (c) United States Mail, postage prepaid, registered or certified mail, return receipt requested,. Any notice so given shall be deemed to have been given upon receipt or refusal to accept delivery. Unless changed in accordance with the preceding sentence, the addresses for notices given pursuant to this Agreement shall be as follows:

If to NBCUniversal: NBCUniversal Media, LLC 100 Universal City Plaza Universal City, California 91608 Attention: Corinne Verdery

with a copy to: NBCUniversal Media, LLC 30 Rockefeller Plaza NewYork,NewYork 10112 Attention: Global Real Estate

with a copy to: NBCUniversal Media, LLC 30 Rockefeller Plaza New York, New York 10112 Attention: Law Department

and with a copy to: Latham & Watkil1s, LLP 355 South Grand Avenue Los Angeles, California 90071-1560 Attention: Kim N. A. Boras

If to the City: The City of Los Angeles Attention: General Manager


of the Department of General Services 200 North Spring Street Los Angeles, California 900 12

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and with a copy to: The Office of the City Attorney 800 City Hall East 200 N. Main Street Los Angeles, California 9012 Attention: Real Prope1iy Division

If to Second Escrow Holder:

Fidelity National Title 915 Wilshire Boulevard, Suite 21 00 Los Angeles, California Attention: Bobbie Purdy, Sr. Connnercial Escrow Officer

Section 9.3 Modifications. This Agreement cannot be changed orally, and no agreement shall be effective to waive, change, modify or discharge it in whole or in part unless such agreement is in writing and is signed by the parties against whom enforcement of any waiver, change, modification or discharge is sought, and then only to the extent set forth in such instrument. No waiver by either party hereto of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

Section 9.4 Entire Agreement. This Agreement, including the exhibits and schedules hereto, contains the entire agreement between the parties hereto pertaining to the subject matter hereof and fully supersedes all prior written or oral agreements and understandings between the parties pertaining to such subject matter.

Section 9.5 Further Assurances. Each party agrees that it will execute and deliver such other documents and take such other action, whether prior or subsequent to Second Closing, as may be reasonably requested by the other party to consunnnate the transaction contemplated by this Agreement. The provisions of this Section 9.5 shall survive the Second Closing.

Section 9.6 Counterparts. This Agreement may be executed in counterparts, all such executed counterparts shall constitute the same agreement, and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

Section 9. 7 [Reserved].

Section 9.8 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect; provided that the invalidity or unenforceability of such provision does not materially adversely affect the benefits accruing to any party hereunder. Notwithstanding the foregoing, the parties acknowledge that they would not have entered into this Agreement without the assignment of the PSA, the conveyance of the Real Property memorialized herein, the escrow instmctions, and indemnity agreement and that the invalidity of any of the foregoing would fundamentally alter the balance of the rights and obligations of the

Acquisition and Disposition Agreement (6-J 2-14 9am execution version)

12

pruties. Therefore, if any such fundrunental provision of this Agreement is severed here from, then the parties agree that they shall enter into negotiations in good faith to agree to a substitute provision which achieves, so far as possible, the objectives and effect of the unenforceable, invalid or illegal provision.

Section 9.9 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. NBCUniversal and the City agree that the provisions of this Section 9.9 shall survive the Second Closing or any tern1ination of this Agreement.

Section 9.10 No Third Party Beneficiary. The provisions of this Agreement and of the documents to be executed and delivered at Second Closing are and will be for the benefit of the City and NBCUniversal (and its assignee) only and are not for the benefit of any third pruty; and, accordingly, no third party shall have the right to enforce the provisions of this Agreement or of the documents to be executed and delivered at Second Closing.

Section 9.11 Captions. The section headings appearing in this Agreement are for convenience of reference only and are not intended, to any extent and for any purpose, to limit or define the text of any section or any subsection hereof.

Section 9.12 Construction. The pruties acknowledge that the pruties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to resolve =biguities against the drafting pruty shall not be employed in the interpretation of this Agreement or any exhibits or aillendments hereto.

Section 9.13 Recordation. This Agreement may not be recorded by any pruty hereto without the prior written consent of the other pruty hereto. The provisions of this Section 9.13 shall survive the Second Closing or ru1y termination of this Agreement.

Section 9.14 Attorneys' Fees. Should either pruty institute any action or proceeding to enforce or interpret this Agreement or any portion hereof, for d=ages by reason of any alleged breach of this Agreement or of any provision hereof, or for a declaration of rights hereunder, the prevailing pruty in any such action or proceeding shall not be entitled to receive from the other pruty any costs and expenses, including attorneys' and other fees, incurred by the prevailing pruty in connection with such action or proceeding. The term "attorneys' and other fees" shall mean and include attomeys' fees, accountants' fees, expert witness fees and any and all other similar fees incurred in connection with the action or proceeding and preparations therefore. The term "action or proceeding" shall mean and include actions, proceedings, st:its, arbitrations, appeals and other similar proceedings.

Section 9.15 Exhibits. All exhibits attached to this Agreement are incorporated herein by reference.

Section 9.16 Date of Performance. If the date on which any perfonnance required hereunder is other than a business day, then such performance shall be required as of the next following business day. As used herein, "business days" shall mean Monday through Friday,

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13

inclusive, excluding all holidays officially observed by the City of Los Angeles and/or the County of Los Angeles.

Section 9.17 Time. Time is of the essence of this Agreement.

Section 9.18 City Rights. Pursuant to the express terms of the Quitclaim Deed, at the Second Closing, the City will reserve to itself, in identical fonn, those easements, covenants, and other.real property interests or rights that: (i) benefit the City, (ii) existed of record immediately prior to the City taking title to the Real Property, and (iii) have not been fully performed to the satisfaction of the City or otherwise rendered inapplicable by the fact that the terms of effectiveness of such easements, covenants, and other real property interests or rights have expired (such easements, covenants and other real property interests or rights, collectively, the "City Rights"), in the event and to the extent that the City Rights are extinguished by virtue of the City taking title to the Real Property. To the extent that such reservation in the Quitclaim Deed is ineffective to preserve any one or more of the City Rights, NBCUniversal shall, subject to the City's cooperation, reinstate such extinguished City Rights of record with respect to the Real Property. The provisions of this Section 9.18 shall survive the Second Closing.


[signature page follows]

14

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.

THE CITY


By:-~-------Name: ----------------Title: ____________ _ Date: ________ _

ATTEST: HOLLY L. WOLCOTT, Interim City Clerk

By: _______________ ___

Name: -----------Title: _________ _ Date: _________ _

NBCUNIVERSAL

NBCUNIVERSAL MEDIA, LLC, a Delaware limited liability company

By:-----------Name: ___________ _

Title: -----------Date:------------·


APPROVED AS TO FORM:

MICHAEL N. FEUER, City Attorney

By: Nam_e_: _______ __

Title: ____________ _ Date:

15

CONSENT FROM CAHUENGA

Cahuenga Investors, LLC, hereby consents to those provisions relating to the concurrent closing of the First Closing and the Second Closing, as set forth in Section 4.1 of this Agreement, and the assignment and assumption of the Purchase and Sale Agreement and Escrow Instructions between Cahuenga Investors, LLC and NBCUniversal Media, LLC, dated as of February 7, 2014, as amended, as set forth in Sections 1.1 through 1.4, inclusive, of this. Agreement.

CAHUENGA INVESTORS, LLC, a California limited liability company

By: Nam_e_: ____________________ __

Title: --------------------Dare: ___________________ _


16

ACKNOWLEDGMENT

Escrow Holder executes this Agreement below solely for the purpose of acknowledging that it agrees to be bound by the provisions respecting Second Escrow, Second Closing and termination of this Agreement (including, without limitation, Articles II, IV and VI hereof).

ESCROW HOLDER:

FIDELITY NATIONAL TITLE INSURANCE COMPANY, a Califomia corporation

By: Name: -------------------------Title:

Acquisition and DispoSition Agreement (6~12-14 9am execution version)

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EXHIBIT A

THE PURCHASE AND SALE AGREEMENT

See attached

EXECUTION VERSION

LA\3425442.10

PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS

BY AND BETWEEN


as "Buyer"

and


as "Seller"

TABLE OF CONTENTS

ARTICLE I. PURCHASE AND SALE ........................................................................................... !

Section 1.1 Section 1.2 Section 1.3 Section 1.4 Section 1.5 Section 1.6 Section 1.7

Agreement of Purchase and Sale ................................................................ .! Property Defined .......................................................................................... 2 Purchase Price .............................................................................................. 2 Payment of Purchase Price ........................................................................... 2 Deposit ......................................................................................................... 2 Deposit as Liquidated Damages ................................................................... 2 Escrow Holder. ............................................................................................ 3

ARTICLE II. TITLE AND SURVEY ............................................................................................. 4

Section 2.1 Section 2.2 Section 2.3 Section 2.4

Delivery of Title Documents ...................................................................... .4 Title Examination ....................................................................................... ..4 Permitted Exceptions .................................................................................. .4 Conveyance of Title ..................................................................................... 5

ARTICLE III. REVIEW OF PROPERTY ....................................................................................... 5

Section 3.1 Section 3.2 Section 3.3 Section 3.4 Section 3.5

Right ofinspection ....................................................................................... 5 Cooperation .................................................................................................. 6 Right ofTermination .................................................................................... 7 Review of Tenant Estoppels ........................................................................ ? Loan Agreement. ..................... : .................................................................... ?

ARTICLE IV. CLOSING ................................................................................................................ 8

Section 4.1 Section4.2 Section 4.3 Section4.4 Section 4.5 Section 4.6 Section4.7

Time and Place ............................................................................................. 8 Seller's Obligations At and Prior to Closing ............................................... 8 Buyer's Obligations at or Prior to Closing ................................................ 10 Credits and Prorations ................................................................................ !! Transaction Taxes and Closing Costs ........................................................ 13 Conditions Precedent to Obligation ofBuyer ............................................ l4 Conditions Precedent to Obligation of Seller. ........................................... 15

ARTICLE V. REPRESENTATIONS AND WARRANTIES ...................................................... .l5


Representations and Warranties ofSeller .................................................. l5 Survival of Seller's Representations and Wananties ................................ .20 Representations and Warranties of Buyer. ................................................. 20 Survival of Buyer's Representations and Wananties ................................ 21

ARTICLE VI. COVENANTS OF SELLER ................................................................................. 21

Section 6.1 Operation of Property ................................................................................ 21 Section 6.2 Leasing ....................................................................................................... 21 Section6.3 Contracts .................................................................................................... 22 Section 6.4 Insurance .................................................................................................... 22

ARTICLE VII. DEFAULT ............................................................................................................ 22

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Default by Buyer. ....................................................................................... 22 Default by Seller. ....................................................................................... 22 Recoverable Damages ................................................................................ 23 Internal Holdback ....................................................................................... 23

ARTICLE VIII. RJSK OF LOSS ................................................................................................... 23

Section 8.1 Casualty ........................................ , ............................................................. 23 Section 8.2 Waiver. ....................................................................................................... 24

ARTICLE IX. BROKERAGE COMMISSIONS ......................................................................... .24

ARTICLE X. DISCLAIMERS ...................................................................................................... 24

ARTICLE XL MISCELLANEOUS .............................................................................................. 24

Section II.! Confidentiality ..................................................... , ..................................... 24 Section 11.2 Public Disclosure ...................................................................................... .25 Section 11.3 Assignment. ............................................................................................... 25 Section 11.4 Notices ...................................................................................................... .25 Section 11.5 Modifications ............................................................................................ .26 Section 11.6 Entire Agreement. ...................................................................................... 26 Section 11.7 Further Assurances ..................................................................................... 27 Section 11.8 Counterpa1ts ............................................................................................... 27 Section 11.9 Facsimile and Electronic Signatures .......................................................... 27 Section 11.10 Severability .................................................................................... 27 Section 11.11 Applicable Law .............................................................................. 27 Section 11.12 No Third Party Beneficiary ............................................................ 27 Section II. 13 Captions ......................................................................................... 27 Section 11.14 Constrnction ................................................................................... 27 Section 11.15 Recordation .................................................................................... 27 Section 11.16 Attomeys' Fees .............................................................................. 28 Section 11.17 Exhibits .......................................................................................... 28 Section 11.18 Date of Performance ..................................................................... .28 Section 11.19 Time ............................................................................................... 28

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EXHIBITS

A DESCRIPTION OF LAND B LIST OF EXCLUDED PERSONAL PROPERTY C LIST OF OPERATING AGREEMENTS D [reserved] E ESCROW HOLDER'S GENERAL PROVISIONS

. F TENANT ESTOPPEL FORM G FORM OF DEED H FORM OF BILL OF SALE I FORM OF ASSIGNMENT OF LEASES J FORM OF ASSIGNMENT OF CONTRACTS K FORM OF TENANT NOTICE L FORM OF FIRPTA AND CALFIRPTA CERTIFICATES M LIST OF CERTAIN TENANT CONCESSIONS N NOTICE OF CONDEMNATION 0 LIST OF SPECIFIED LITIGATION P [reserved] Q RENTROLL

SCHEDULES

3.1 5.!(o) -

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INITIAL DUE DILIGENCE MATERIALS REQUEST LICENSES AND PERMITS

iii

PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS

THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this "Agreement") is made as ofFebmary 7, 2014 (the "Effective Date"), by and between NBCUNIVERSAL MEDIA, LLC, a Delaware limited liability company ("Buyer"), and CAHUENGA INVESTORS, LLC, a Califomia limited liability company ("Seller").

ARTICLE I. PURCHASE AND SALE

Section 1.1 Agreement of Purchase and Sale. Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the following:

(a) .that certain parcel of land situated in the City of Los Angeles, Los Angeles County, Califomia commonly known as 3400 Cahuenga Boulevard, Los Angeles, Califomia and more particularly described in Exhibit A attached hereto and made a part hereof, together with all rights and appurtenances pertaining to such property, inclnding any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way (the property described in clause (a) of this Section 1.1, as it may hereafter be more precisely identified in the legal description included in the Title Documents, being herein referred to collectively as the "Land");

(b) the buildings, stmctures, fixtures and other improvements affixed to or located on the Land, excluding fixtures owned by tenants (the property described in clause (b) of this Section 1.1 being herein referred to collectively as the "Improvements"); ·

(c) any and all of Seller's right, title and interest in and to all tangible personal property located upon the Land or within the Improvements, including, without limitation, any and all appliances, fumiture, carpeting, draperies and curtains, tools and supplies, and other items of personal property owned by Seller, located on and used exclusively in connection with the operation of the Land and the Improvements, other than the personal property listed on Exhibit B attached hereto (the property described in clause (c) of this Section 1.1 being herein referred to collectively as the "Personal Property");

(d) any and all of Seller's right, title and interest in and to the leases, licenses, and occupancy agreements covering all or any portion of the Real Property, to the extent they are in effect on the date of the Closing (as such term is defined in Section 4.1 hereof) (the property described in clause (d) of this Section 1.1 being referred to collectively as the "Leases"), together with all rents and other sums due thereunder (the "Rents") and any and all security deposits in Seller's possessions in connection therewith (the "Security Deposits"); and

(e) any and all of Seller's right, title and interest in and to (i) all assignable contracts and agreements listed and described on Exhibit C attached hereto

LA\3425442.10

and made a part hereof, relating to the npkeep, repair, maintenance or operation of the Land, Improvements or Personal Property that Bnyer shall have agreed to assnme (the "Assumed Operating Agreements"), and (ii) all assignable existing warranties and guaranties (express or implied) issued to Seller in connection with the Improvements or the Personal Property, and (iii) all assignable existing permits, licenses, approvals and authorizations issued by any govenunental authority iu connection with the Propetiy (the property described in clause (e) of this Section 1.1 being sometimes herein referred to

· collectively as the "Intangibles").

Section 1.2 Property Defined. The Land and the Improvements are hereinafter sometimes referred to collectively as the "Real Propertv." The Land, the Improvements, the Personal Property, the Leases and the Intangibles are hereinafter sometimes referred to collectively as the "Propetiy."

Section 1.3 Purchase Price. Seller is to sell and Buyer is to purchase the Property for the amount of Fifty Million Dollars ($50,000,000.00) (the "Purchase Price").

Section 1.4 Payment of Purchase Price. The Purchase Price, as increased or decreased by prorations and adjustments as herein provided, shall be payable in full at Closing in cash by wire transfer of immediately available funds to a bank account designated by Seller in writing to Buyer and the Escrow Holder (as hereinafter defined) prior to the Closing.

Section.l.5 Deposit. Not later than three (3) business days following the parties' mutual execution and delivery of this Agreement, Buyer shall open an escrow (the "Escrow") with Fidelity National Title Insurance Company (the "Es~row Holder"), having its office at the location specified in Section 11.4 hereof, by concurrently delivering to Escrow Holder a fully executed original of this Agreement and depositing into Escrow the sum of Five Htmdred Thousand Dollars ($500,000.00) (the "Initial Deposit") in good funds either by certified bank or cashier's check or by federal wire transfer ("Good Funds"). The Escrow Holder shall release One Thousand Dollars ($1,000.00) from the Initial Deposit (the "Diligence Option Payment") to Seller, which amount shall constitute consideration for Buyer's right to conduct its diligence as provided in this Agreement. Additionally, if Buyer shall deliver Buyer's Election to Proceed prior to the end of the Feasibility Period (as each such term is hereinafter defined), then concurrently with delivery of such Election to Proceed to the Escrow Holder, Buyer shall deposit into Escrow the sum of Seven Hundred Fifty Thousand Dollars ($750,000.00) in Good Funds (the "Additional Deposit"; and the Initial Deposit, less the Diligence Option Payment, together with tee Additional Deposit, the "Deposit"). Escrow Holder shall hold the Deposit in an interestbearing account reasonably acceptable to Seller and Buyer (the "Deposit Account"), in accordance with the terms and conditions of this Agreement with interest accruing thereon to be credited to the Purchase Price npon the Closing. All interest accrued on the Deposit shall be deemed income of Buyer; and Bnyer shall be responsible for the payment of all costs and fees imposed on the Deposit Account.

Section 1.6 Deposit as Liqnidated Damages. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN AND PROVIDED THAT SELLER IS NOT IN BREACH HEREOF AND BUYER HAS DELIVERED AN ELECTION TO PROCEED PURSUANT TO SECTIONS 1.5 ABOVE AND 3.3 BELOW, THE DEPOSIT SHALL BE

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LA\3425442.10

RETAINED BY SELLER AS LIQUIDATED DAMAGES IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CON SUMMA TED SOLELYASA.RESULT OFBUYER'S.REFUSAL ORINABILI;rYTO DO SO IN VIOLATION OFJJ-IIS AGREEMENT. THE PARTIESACKNOWLEDGETHAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT SO CONSUMMATED WOULD BE E.XT~EMEL y DIFFICUI,. TOR IMPRACTICABLE TO DETERMINE. T!-IEREF,ORE, 13Y.SEPARA TELYEXECUTING.TH!S SECTION I,6 BELOW,JHE PAR;r!ES AI;;I(NO\VLEDGE ;rHATTHENQNREFUNDABLE DEPOSIT.HASBEE]'I AGREEDUPON,Af,;rER l'JEGOTIATION.AS}~HE PARTI~~'.REASON..\BLEESJIMA TE OF ~ELLER7S DAMAGES, AND AS SELLER'S SOlE AND EXCLIJliiVE REt.1ED'{ . . . AQAINSTBUYERINTH!OEVENTTHE,CLQSI1-/dDQESNOTOCCURSOLELYAS.A RESlJL;f()FBIJYER'S REFUSAL OR IN..\BILI'fyro DO'so IN VIOLATION oFTHIS ·.·. AGRIO.EMENT}\NQ ,AS SELLE!t 'S SOLE. AND·EXCLUSIVE.REM EDY ,6.0}\!NST BUYER ARI~I\'lQfROJ\:f SUCH FAILUREOFTHE SALE TO CLOSE;iANDSUCH AMOUNT SHALL BJ3 IN LIJ3UOF AN YOTHER MONET AR YOR OTHE~ RELI.EF TO WHICH SELLERMA YOTHER WISE BE.ENTITLEDJ3Y VIRTUE OF Tli!S AGREEMENT ORBY OPERATIONOFLAW.T'HEPAYMENTOF SUCH AMOUNT ASLIQIJIDATED DAMAGES I~ NOT.INJENDED AS A FO~FEITURE OR PENAL TY\VITHIN THE .. . . MEANING.OfCALIFORN!J\CIVIL CODE SECTION .3275 OR3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUA.NTTO CALIFO!tNIA CIVIL.CODJ3.SECTIONS 16'i1;1676AND .1677. SELLER HEREBY WAIVES CIYIL.CODE SECTI0{\13389. BY THEIR SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ .AND . .· UNDERSTOOD)HEABOVE PROVISION COVERI\'lG L!QUJDATED DAMAGES, AND THAT EACH ~ARTY WAS REPR£SENTEDBY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF' THIS LIQUIDATED DAMAGES PROVISION AT THETIME THIS AGREEMENTWASEXECUTED. ,,.., .

SELLER: BUYER:

NBCUNIVERS}\L ~Ep!A, LLC, a

;~~rc.· ... Title: otre;;P~'t't;'; ~Moor . . . .· ... ·· •· .... '" ··. ... ...... •· :· tf:>pPi' ., ...... .

Secti()n 1.7 Escrow Holder. Es~rowi !older shall hold and dispose o(thc. ·. · ·· · ·. C&Q Deposit in 3c.cordance withthe terms of this Agreement. Seller and. Buyer ~gree thaphe duties of_ t~_c .. E~~rtJw,l_lol_der,hc_i-cury_~er.~,i~h re,s:pect to _the (~~posit_ are _purely_ ~.i.11i~teri~J _in rla,t,_~fC_.:-~d shaii be expr~ssly. ii~ited to the saf~keepi~g and disposition of the D~posh in accordan~e with this Agreement. Es~ro\" Holder shall ,incur no liability in connection with the safcke~ping or · di~positio~ of the [Jeposit for a~y re.ason.other than.Escrow Holder'swillf'lll mis<;ond11e1 or gross n~gligen"':'. If Escrow Holder is in doubt as to its duties or obligations with regard io t!Je Depo~it, or if Escrow Holder receive,s conflicting instructions from Buyer and Seller with re,;pect to the Deposit, then Escrow Holder shall not be required to disburse the Deposit and may, at its

3

LA •J42S442 Q

option, continue to hold the Deposit until both Buyer and Seller agree as to its disposition, or until a final judgment is entered by a court of competent jurisdiction directing its disposition, or Escrow Holder may interplead the Deposit in accordance with the laws of the state in which the Prope1iy is located. Escrow Holder shall not be responsible for any interest on the Deposit except as is actually earned, or for the loss of any interest resulting from the withdrawal of the Deposit prior to the date interest is posted thereon. Escrow Holder's General Provisions are attached hereto as Exhibit F and made a part hereof.

ARTICLE II. TITLE AND SURVEY

Section 2.1 Delive1y of Title Documents. As soon as reasonably practicable, but in no event later than thirty (30) days after the Effective Date, Seller shall cause to be delivered to Buyer, at Seller's sole cost and expense, (a) a current preliminary title report for the Property; (h) copies of all documents referred to in the prelimina1y title report, (c) copies of the most recent prope1iy tax bills for the Property; and (d) a copy of Seller's title insurance policy and most current survey for the Prope1iy, if available (the documents referred to in (a)- (d) of this Section 2.1 are collectively referred to as the "Title Documents").

Section 2.2 Title Examination.

(a) During the period beginning upon the Effective Date and ending at 5:00p.m. (local time at the Property) on May 23,2014 (the "Feasibility Period"), Buyer shall have the right to review the Title Documents and otherwise examine the status of title to the Property.

(b) During the Feasibility Period, Buyer shall have the right (but not the obligation) to obtain and approve, a new or updated ALTA survey of the Property to be prepared by a licensed surveyor or engineer hired by Buyer (the "Survey"). Buyer further shall have the right to obtain an ALTA "extended coverage" supplemental report or reports for the Property covered by the Survey, provided Buyerpays any additional expense therefor and satisfies any other requirements of Fidelity National Title Insurance Company and First American Title Insurance Company (as co-insurers of the Title Policy, collectively referred to herein as the "Title Company") for the issuance thereof.

Section 2.3 Permitted Exceptions. At Closing, Seller shall convey the Real Property to Buyer as provided in Section 2.4 below, subject only to the following exceptions (the "Permitted Exceptions"):

(a) the rights of<enants, as tenants only, under the Leases;

(b) the lien of aa ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as provided in this Agreement;

(c) local, state and federal laws, ordinances or governmental regulations, including but not limited to building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property;

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(d) any exceptions created, or expressly approved in w1iting, by Buyer; and

(e) Exception item numbers 1 - 30 on Schedule B, Section II of that certain Commitment for Title Insurance, dated effective December 3 I, 20 I 3, issued by Fidelity National Title Insurance Company under its Order No. 997-23040980-TCl.

In no event shall monetary liens, other than those described in clause (b) above, be considered Permitted Exceptions.

Section 2.4 Conveyance of Title. At Closing, Seller shall convey and transfer to Buyer the Real Property, by execution and delivery of a Deed (as defined in Section 4.2(a) hereof) respecting the Property. Evidence of delivery of such title shall be the issuance by Title Company of (i) an ALTA Extended Coverage Owner's Policy of Title Insurance effective as of the Closing Date covering the Real Property and insuring Buyer as the fee owner, in the full amount of the Purchase Price, subject only to the Permitted Exceptions, together with (ii) endorsements to the policy as requested by Buyer or as necessary in order to remove exceptions that are not Permitted Exceptions from the policy that Seller has agreed to remove (such policy and endorsements, collectively, the "Title Policy").

ARTICLE III. REVIEW OF PROPERTY

Section 3.1 Right ofinspection. During the Feasibility Period, Buyer shall have the right to:

(a) Perform, or hire consultants to perfonn, a physical inspection of the Property.

(b) Inspect, or hire consultants to inspect, the environmental condition of the Property pursuant to the terms and conditions of this Agreement, and to obtain and review, at Buyer's sole election and cost, soils, geology, stmctural and environmental and any other engineering reports.

(c) Obtain and examine a search report showing liens against the Personal Property which have been perfected by filings under the Uniform Commercial Code.

(d) Meet with governrn(,ntal agencies with respect to the Property, subject to the limitations set forth in Section 3.2 below.

(e) Discuss the potential purchase of the Property with the tenants of the Property, provided that, other than with respect to Fitness International, LLC d/b/a LA Fitness ("Fitness"), Seller shall be entitled to have a representative present at any material meetings or conversations between Buyer and any such tenants.

(f) Have Seller provide to Buyer and to examine all due diligence materials for the Property reasonably requested by Buyer and in Seller's possession or

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readily available to SeJJer (and not subject to attorney-client p1ivilege or attorney work product ("Confidential Materials")) (the "Due Diligence Materials"), including without limitation all books, records, reports, and files related to the ownership, leasing, maintenance and operation of the Property. Seller shall provide the requested Due Diligence Materials for the Property in a timely manner and shaJJ usc commercially reasonable efforts to provide such Due Diligence Materials (including, without limitation the items set forth on Schedule 3.1 attached hereto) within the first thirty (30) days following the Effective Date, at Seller's sole cost and expense.

(g) Satisfy itself as to the condition of title pursuant to Article II.

(h) Conduct such other due diligence as may be desired by Buyer and consistent with this Agreement, including, without limitation, discussing with Bill McGregor issues with regard to the construction of the improvements on the Land.

The foregoing notwithstanding, Buyer shall not, without Seller's prior written consent, file any applications for entitlements concerning the Property with the City of Los Angeles (the "City") or any other governmental agencies, provided that nothing in this Agreement shall limit or restrict Buyer's right and ability to work with Caltrans with respect to the constmction of a freeway on-ramp from Universal Studios Boulevard onto the southbound 101 Freeway (U.S. Highway 101) (the "On-Ramp").

Any on-site inspections or investigations of the Property shall occur during reasonable business hours and shall be conducted so as not to interfere unreasonably with the use of the Property by Seller or its tenants. Seller may have a representative present during any such inspections. If Buyer desires to do any invasive testing at the Property, Buyer shall do so only after notifying SeHer and obtaining Seller's prior written consent thereto, which consent shall not be unreasonably withheld or delayed. Buyer agrees to protect, indemnify, defend and hold Seller harmless Ji'orn and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys' fees), damages or injuries arising out of or resulting from the inspection of the Property by Buyer or its agents or consultants, and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive the Closing or any tennination of this Agreement. The foregoing indenmity does not include or extend to (i) the pre-existing presence or discovery of hazardous materials or any other pre-existing condition of the Property; (ii) the results or findings of any tests, studies or reports resulting from or related to any inspections; (iii) the effect of any govenunental action which results from such tests, studies or reports; or (iv) the acts or omissions of Seller or any of Seller's affiliates, officers, directors, tmstees, members, partners, employees, representatives, agents or any other entity or individual affiliated or related to any of the foregoing (collectively, "Seller Parties"). Buyer shall keep the Property free and clear of all mechanics' or materialmen's liens arising from or related to Buyer's due diligence efforts and shall take all necessary actions, at Buyer's sole cost and expense, to remove any such liens that encumber the Property.

Section 3.2 Cooperation. Seller will cooperate with Buyer in Buyer's due diligence efforts. Seller shall, at no cost to Seller, perfonn all acts reasonably requested by Buyer to ensure the assigmnent and transfer of any existing development rights (including any fee credits), plans and specifications, and tests and reports applicable to the Property, from Seller

6

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to Buyer at the close of Escrow. Buyer agrees that if Buyer does not timely deliver an Election to Proceed as provided in Section 3.3 ofthis Agreement, Buyer shall use commercially reasonable efforts (which efforts, for the avoidance of doubt, shall not include the institution of legal proceedings or the payment of money) to prevent action by the City to acquire through condemnation less than the entirety of the Real Property for construction of the On-Ramp, and Buyer shall refrain from providing to the City any due diligence materials or information obtained by Buyer pursuant to this Agreement that would facilitate a partial taking of the Real Property by the City.

Section 3.3 Right of Termination. If for any reason whatsoever Buyer determines that any aspect of the documents listed in Section 3.1 hereof or the results of any inspections contemplated by Section 3.1 hereof or any other aspect or result of Buyer's due diligence makes the Property unsuitable for Buyer's acquisition, Buyer shall have the right, prior to the expiration of the Feasibility Period, to give written notice thereof to Seller and Escrow Holder. If Buyer gives such notice, this Agreement shall terminate and neither party shall have any further obligations hereunder (except for any indemnity obligations of either party pnrsuant to the other provisions of this Agreement), the Deposit and all interest thereon shall be returned to Bnyer and each party shall bear its own costs incnued hereunder. If Buyer fails to give Seller and Escrow Holder either a notice of termination or an Election to Proceed (as hereinafter defmed) prior to the expiration of the Feasibility Period, then Buyer shall be deemed to have d'isapproved all aspects ofthe Property and the provisions of the immediately preceding sentence shall apply. If Buyer elects to proceed with the purchase of the Property pursuant to the terms hereof, Buyer shall notify Seller and the Escrow Holder in writing of Buyer's intent to proceed with such purchase (the "Election to Proceed") prior to the expiration of the Feasibility Period; such notice shall constitute Buyer's election not to terminate this Agreement pursuant to this Section 3. 3 provided that it is accompanied by Buyer's Additional Deposit.

Section 3.4 Review of Tenant Estoppels. Seller shall deliver to each nonresidential tenant of the Property, other than Fitness (which is addressed below), an estoppel certificate in substantially the form of Exhibit F attached hereto (the "Tenant Estoppels") and shall request that the non-residential tenants complete and sign the Tenant Estoppels and return them to Seller. Seller shall deliver copies of the completed (i.e., with all blanks filled in and duly executed by the applicable Tenant) Tenant Estoppels (each such Tenant Estoppel so delivered, a "Completed Estoppel") to Buyer as Seller receives them. If Seller fails to obtain Completed Estoppels with respect to any non-residential tenants of the Property on or before ten (I 0) business days prior to the Closing Date, other than with respect to Fitness, Buyer shall have the right to dP-mand and Seller shall deliver an estoppel certificate in substantially the form of Exhibit F attached hereto as to any premises for which a Completed Estoppel has not been obtained, with such estoppel certificate to be completed (i.e., with all blanks filled in), executed by and binding upon Seller (any such estoppel certificate, a "Seller Estoppel"). With respect to Fitness, Buyer and Seller agree that Buyer shall satisfY itself during the Feasibility Period as to the matters with regard to the Fitness lease. The provisions of this Section 3.4 shall survive the Closing.

Section 3.5 Loan Agreement. Buyer and Seller acknowledge and agree that the Properiy is cuuently encumbered by a deed of trust (the "Deed of Trust") and other related encumbrances securing Seller's obligations under that certain Loan Agreement, dated as of

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Februaty 9, 2012, between Seller, as bonower, and Cantor Commercial Real Estate Lender, L.P., as lender (the "Loan Agreement"), and that the Loan Agreement and the Deed of Trust impose certain requirements on the transfer of the Property. Buyer shall use commercially reasonable efforts to coordinate with the servicer for the lender under the Loan Agreement ("Servicer"), at Buyer's sole cost and expense, to effect the conveyance contemplated by this Agreement in compliance with the Loan Agreement (i.e., without creating any default thereunder) and at no additional cost to Seller. Buyer may elect not to proceed with the purchase of the Property in accordance with Section 3.3 if Buyer cannot achieve a resolution with respect to the Loan Agreement that is satisfactory to Buyer in Buyer's sole and absolute discretion. If Buyer elects, or is deemed to have elected, not to proceed with the purchase of the Property in accordance with Section 3.3, this Agreement shall terminate and neither party shall have any further obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this Agreement), the Deposit and all interest thereon shall be returned to Buyer and each party shall bear its own costs incuned hereunder. If Buyer elects to proceed with the purchase ofthe Property in accordance with Section 3.3, Buyer shall either (i) assume the Loan as provided for by the Loan Agreement at no cost to Seller (provided that Buyer shall receive a credit against the Purchase Price in the amount of the outstanding principal and interest balance of the Loan [the "Loan Balance") as of the Closing Date) or (ii) pay off the Loan Balance at no cost to Seller (other than the reduction of the Purchase Price payable to Seller by the amount of funds necessary to pay off the Loan Balance as of the Closing Date). Buyer and Seller understand and ack11owledge that the entire Real Property (and not less than the entire Real Property) may be acquired by the City through condemnation or threat of condemnation for nse of the Real Property (or a portion thereof) for construction of the On-Ramp. In such an event, and provided that Buyer previously shall have delivered its Election to Proceed prior to the expiration of the Feasibility Period accompanied by Buyer's Additional Deposit, Bnyer shall have the right, in accordance with Section 11.3 hereof, to assign this Agreement to the City to effectuate the purchase of the of the Real Property in lieu of condemnation and such conveyance to the City shall be effectuated in accordance with this Agreement at no cost to Seller (other than the reduction of the Purchase Price payable to Seller by the amount of funds necessary to pay off the Loan Balance as of the Closing Date).

ARTICLE IV. CLOSING

Section 4.1 Time and Place. The consunnnation of the transaction contemplated hereby (the "Closing") shall be held at the offices of Escrow Holder at the address set forth under Section J 1.4 ("Notices") on or before June 23,2014. The date npon which the Closing occurs is refe,red to herein as the "Closing Date." At the Closing, the Purchase Price and all documents shall be deposited with the Escrow Holder and Seiler and Buyer shall perfonn the obligations set forth in, respectively, Section 4.2 and Section 4.3 hereof, the performance of which obligations shall be concunent conditions.

Section 4.2 Seller's Obligations At and Prior to Closing. Seller shall:

(a) Escrow Holder:

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no less than one (I) business day prior to Closing, deliver to

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(i) a duly executed and notarized grant deed (the "Deed") in the form attached hereto as Exhibit G, conveying the Real Property to Buyer, subject only to the Permitted Exceptions;

(ii) a duly executed bill of sale (the "Bill of Sale") in the form attached hereto as Exhibit H, conveying the Personal Property to Buyer;

(iii) a duly executed assigmnent ofleases (the "Assirmrnent of Leases") in the form attached hereto as Exhibit I;

(iv) a duly executed assiglllllent and assumption agreement (the "Assiglllllent of Contracts") in the form attached hereto as Exhibit J;

(v) such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller;

(vi) FIRPTA and CALFIRPTA certificates in the form attached hereto as Exhibits L-1 and L-2 duly executed by Seller;

(vii) such affidavits as may be customarily and reasonably required by the Title Company;

(viii) an executed closing statement reasonably acceptable to Seller;

(ix) such additional documents as shall be reasonably required of Seller to consummate the transaction contemplated by this Agreement; and

(x) if any representation or wananty of Seller (including any representation or wananty made in a Seller Estoppel) needs to be modified due to changes since the Effective Date, a certificate, dated as of the date of Closing and executed on behalf of Seller by a duly authorized representative thereof, identifying any representation or wananty which is not, or no longer is, true and conect and explaining the state offacts giving rise to the change. In no event shall Seller be liable to Buyer for, or be deemed to be in default hereunder by reason of any breach of representation or wananty which results from any change that (x) occurs between the Effective Date and the date of Closing and (y) is express!y permitted under the terms of this Agreement or is beyond the reasonable control of Seller to prevent. The occunence of a change in a representation and wananty which is not expressly permitted hereunder shall, if materially adverse to Buyer, constitute the non-fulfillment of the condition set forth in Section 4.6(b) hereof. If, despite changes or other matters described in such certificate, the Closing occurs, Seller's representations and wananties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate;

(b) join with Buyer outside of escrow to execute notices (the "Tenant Notices") in the form attached hereto as Exhibit K, which Buyer shall send to each tenant under each of the Leases promptly after the Closing; and

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(c) at or prior to Closing, deliver to Buyer outside of escrow:

(i) the original Leases and Intangibles, together with such leasing and property files and records located at the Property or Seller's and/or the property manager's office, which are material in connection with the continued operation, leasing and maintenance of the Property;

(ii) evidence, reasonably satisfactory to Buyer, of the termination of the Operating Agreements that do not constitute Assumed Operating Agreements; and

(iii) keys (if any) to, and possession and occupancy of, the Propetiy, subject only to the Permitted Exceptions.

Section 4.3 Buyer's Obligations at or Prior to Closing. Buyer shall:

(a) Escrow Holder:

No less than one (1) business day prior to Closing, deliver to

(i) the full amount of the Purchase Price as increased or decreased by prorations and adjustments, less the Deposit and all interest accrued thereon, as provided in Section 1.5 hereof;

(ii) a duly executed Assignment of Leases;

(iii) a duly executed Assignment of Contracts;

(iv) such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Buyer;

(v) such affidavits, as may be customarily and reasonably required by the Title Company;

(vi) an executed closing statement reasonably acceptable to Buyer;

(vii) such additional documents as shall be reasonably required to consummate the transaction contemplated by tbs Agreement; and

(viii) if any representation or warranty of Buyer set forth in Section 5.3 hereof needs to be modified due to changes since the Effective Date, deliver to Seller a certificate, dated as of the date of Closing and executed on behalf of Buyer by a duly authorized representative thereof, identifying any such representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Buyer be liable to Seller for, or be deemed to be in default hereunder by reason of any breach of representation or warranty set forth in Section 5.3 hereof which results from any change that (i) occurs between the Effective

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Date and the date of Closing and (ii) is expressly permitted under the tenus of this Agreement or is beyond the reasonable control of Buyer to prevent. The occunence of a change in a representation or wananty which is not permitted hereunder shall, if materially adverse to Seller, constitute the non-fulfillment of the conditions set forth in Section 4. 7( c) hereof If, despite changes or other matters described in such certificate, the Closing occurs, Buyer's representations and wananties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate; and

(b) join with Seller outside of escrow to execute the Tenant Notices.

Section 4.4 Credits and Prorations.

(a) All income and expenses ofthe Property shall be apportioned as of 12:01 a.m., on the day of Closing as if Buyer were vested with title to the Prope1ty during the entire day upon which Closing occurs. Such prorated items include without limitation the following:

(i) all Rents, if any;

(ii) taxes and assessments (including personal property taxes on the Personal Property) levied against the Property;

(iii) utility charges respecting the Property for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occuning prior to Closing (dated not more than fifteen ( 15) days prior to Closing) or, if umnetered, on the basis of a cunent bill for each such utility;

(iv) all amounts payable under the Assumed Operating Agreements, in each case pursuant to the tenus of this Agreement;

( v) all operating cost reimbursements, percentage rents (if any), additional rents and other retroactive rental escalations, sums or charges payable by tenants under the Leases which accrue prior to the Closing but are not then due and payable. Such amounts shall be for the account of Seller for the period before the Closing and for the account of Buyer from and after the Closing; and

(vi) any other operating expenses or other items pertaining to the Property which are customarily prorated between a buyer and~. seller in the county in which the Property is located.

(b) Notwithstanding anything contained in Section 4.4(a) hereof:

(i) At Closing, (A) Seller shall, at Buyer's option, either deliver to Buyer any Security Deposits actually held by Seller pursuant to the Leases or credit to the account of Buyer the amount of such Security Deposits (to the extent such Security Deposits have not been applied against delinquent Rents or otherwise as provided in the Leases), and (B) Buyer shall credit to the account of Seller all refundable

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cash or other deposits posted with utility companies serving the Property, or, at Buyer's option, Seller shall be entitled to receive and retain such refundable cash and deposits;

(ii) Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments due and payable during the year of Closing have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of such taxes and assessments which relates to the period before Closing, and Buyer shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after such amounts are determined following Closing, subject to the provisions of Section 4.4( d) hereof. Buyer shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as of the Closing Date;

(iii) Unpaid and delinquent Rent collected by Seller and Buyer after the date of Closing shall be delivered as follows: (a) if Seller collects any unpaid or delinquent Rent for the Property, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Buyer any such Rent which Buyer is entitled to hereunder relating to the date of Closing and any period thereafter, and (b) if Buyer collects any unpaid or delinquent Rent from the Property, Buyer shall, within fifteen (1 5) days after the receipt thereof, deliver to Seller any such Rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Seller. and Buyer agree that all Rent received by Seller or Buyer after the date of Closing shall be applied first to actual out-of-pocket costs of collection incurred by Seller or Buyer, as applicable, with respect to such tenant; second, to Rents due from such tenant for the month in which such payment is received; third, to Rents and other tenant charges attributable to any period after the Closing which are past due on the date of receipt, and; finally, to Rents and other tenant charges delinquent as of Closing. Buyer shall use connnercially reasonable efforts after Closing to collect all Rents in the usual course of Buyer's operation of the Property, but Buyer will not be obligated to institute any legal proceedings, including an action for unlawful detainer, or other collection procedures to collect delinquent Rents. Seller may attempt to collect any delinquent Rents owed to Seller and may institute any lawsuit or collection procedures, but may not evict any tenant; and

(iv) with respect to any year-end reconciliations ofp~rcentage rent, retroactive rental escalations and reimbursable expenses (including common area expense reimbursements and the like) under the Leases, Seller and Buyer shall cooperate to complete such reconciliations as soon as possible after the Closing, with Seller responsible for amounts owing to tenants under the Leases and entitled to amounts payable by tenants under the Leases (as the case may be), with respect to periods prior to the Closing, and with Buyer responsible for amounts owing to tenants under the Leases and entitled to amounts payable by tenants under the Leases (as the case may be), with respect to periods from and after the Closing. With respect to any such amounts payable to Seller, Buyer shall use commercially reasonable efforts after Closing to collect all

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amounts in the usual course of Buyer's operation of the Property, but Buyer will not be obligated to institute legal proceedings, including an action for unlawful detainer, or other

· collection procedures to collect such amounts. Seller may attempt to collect any such amounts owed to Seller and may institute any lawsuit or collection procedures, but may not evict any tenant.

(c) Seller may prosecute an appeal of the real property tax assessment for any tax years to and including the tax year in which the Closing occurs, and may take related action which Seller deems appropriate in cormection therewith. Buyer shall cooperate with Seller in connection with such appeal and collection of a refund of real property taxes paid. Seller owns and holds all right, title and interest in and to such appeal and refund relating to the period prior to the Closing, and all amounts payable in connection therewith shall be paid directly to Seller by the applicable authorities. If such refund or any part thereof is received by Buyer, Bnyer shall promptly pay to Seller any amounts relating to the period prior to the Closing. Any refund received by Seller shall be distributed as follows: first, to reimburse Seller and Buyer for all costs incurred in coru1ection with the appeal; second, with respect to refunds payable to tenants of the Property pursuant to the Leases, to such tenants in accordance with the terrns of such Leases; and third, to Seller to the extent such appeal covers the period prior to the Closing, and to Buyer to the extent such appeal covers the period as of the Closing and thereafter. If and to the extent any such appeal covers the period after the Closing, Buyer shall have the right to participate in such appeal.

(d) Except as otherwise provided herein, any revenue or expense amount which cam10t be ascertained with certainty as of Closing shall be prorated on the basis of the parties' reasonable estimates of such amount, and shall be the subject of a final proration sixty ( 60) days after Closing, or as soon thereafter as the precise amounts can be ascertained. Buyer shall promptly notify Seller when it becomes aware that any such estimated amount has been ascertained. Once all revenue and expense amounts have been ascertained, Buyer shall prepare, and certify as correct, a final proration statement which shall be subject to Seller's approval. Upon Seller's acceptance and approval of any final proration statement submitted by Buyer, such statement shall be conclusively deemed to be accurate and final.

(e) The provisions of this Section 4.4 shall survive Closing.

Section 4.5 Transaction Taxes and Closing Costs.

(a) Seller and Buyer shall execute such returns, questiormaires and other documents as shall be required with regard to all applicable real property transaction taxes imposed by applicable federal, state or local law or ordinance.

(b) Seller shall pay the fees of any counsel representing Seller in connection with this transaction. Seller shall also pay the following costs and expenses:

(i) one-half (l/2) of the escrow fee, if any, which may be charged by the Escrow Holder or Title Company;

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(ii) a portion of the premium for Title Policy to be issued to Buyer by the Title Company at Closing equal to the sum of (A) the premium for a CLTA policy of title insurance in the amount of the Purchase Price plus (B) the premium(s) for any and all endorsements to the Title Policy required in order to remove exceptions not constituting Permitted Exceptions from the Title Policy that Seller has agreed to remove; and

(iii) the fees for recording the Deed.

(c) Buyer shall pay the fees of any counsel representing Buyer in connection with this transaction. Buyer shall also pay the following costs and expenses:

(i) one-half(l/2) of the escrow fee, if any, which may be charged by the Escrow Holder or Title Company;

(ii) the portion of the premium for the Title Policy in excess of the portion of the premium paid by Seller pursuant to clause (b)(ii) of this Section 4.5;

(iii) the cost of the Survey; and

(iv) any documentary transfer tax or similar tax which becomes payable by reason of the transfer ofthe Property.

(d) The Personal Property is included in this sale without charge, except that Seller shall be obligated to pay the amount of any and all sales or similar taxes payable in connection with the transfer of the Personal Property.

(e) All costs and expenses incident to this transaction and the Closing hereof, and not specifically described above, shall be paid by the party incurring same.

(f) The provisions of this Section 4.5 shall survive the Closing.

Section 4.6 Conditions Precedent to Obligation of Buyer. The obligation of Buyer to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which may be waived by Buyer in its sole discretion:

(a) Seller shall have delivered to Buyer or Escrow Holder all of the items required to be delivered to Buyer or Escrow Holder, respectively, pursuant to the terms of this Agreement, including but not limited to, those provided for in Section 4.2 hereof; ·

(b) All of the representations and warranties of Seller contained in this Agreement and the Seller Estoppels (if any) shall be true and correct in all material respects as of the date of Closing (with appropriate modifications to the extent expressly permitted under this Agreement);

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(c) Seller shall have perfmmed and observed in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as ofthe date of Closing;

(d) The Title Company shall be unconditionally and irrevocably committed to issue the Title Policy in the condition required by Section 2.5; and

Section 4. 7 Conditions Precedent to Obligation of Seller. The obligation of Seller to consummate the transaction hereunder shall be subject to the fulfillment on or before the date of Closing of all of the following conditions, any or all of which maybe waived by Seller in its sole discretion:

(a) Seller or Escrow Holder shall have received the Purchase Price as adjusted as provided herein, and payable in the manner provided for in this Agreement;

(b) Buyer shall have delivered to Seller or Escrow Holder all of the items required to be delivered to Seller or Escrow Holder, respectively, pursuant to the tenns of this Agreement, including but not limited to, those provided for in Section 4.3 hereof;

(c) All of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as of the date of Closing (with appropriate modifications to the extent expressly permitted under this Agreement); and

(d) Buyer shall have perfmmed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Buyer as of the date of Closing.

ARTICLEV. REPRESENTATIONS AND WARRANTIES

Section 5.1 Representations and Warranties of Seller. In all of the representations and wananties of Seller referring to "Seller's knowledge", the words "Seller's knowledge" shall mean that no facts have come to Seller's attention that would give Seller's Managers (Jerome Janger and Lance Tendler), Kathleen Hayes and! or Kari Negri, after reasonable inquiry, actual knowledge or notice that any representation or wananty is not accurate.

Seller hereby makes the following representations and warranties to Buyer as of the Effective Date, which representations and wauanties shall be deemed to have been made again as of the Closing, subject to Section 4.2(a)(x) hereof:

(a) Organization and Authority. Seller has been duly organized and is validly existing under the laws of the State of California. Seller has the full right and authority to enter into this Agreement and to transfer all of the Property and to consummate or cause to be consummated the transaction contemplated by this Agreement. The person signing this Agreement on behalf of Seller is authorized to do so.

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(b) Authorization. This Agreement has been, and on the Closing Date, all docume11ts to be executed by Seller hereunder will have been, duly authorized, executed and delivered by Seller, and constitute and will constitute the valid and binding obligations of Seller enforceable against it in accordance with their respective terms.

(c) No Consents Required. No consent, approval or other authorization of, or registration, declaration or filing with, any govemmental authority is required for the due execution and delivery of this Agreement, and/or any of the documents to be executed by Seller hereunder, or for the performance by or the validity or enforceability thereof against Seller, other than the recording or filing for recordation ofthe Deed.

(d) No Violations. The execution and delive1y of this Agreement, and all other documents to be executed by Seller hereunder, compliance with the provisions hereof and thereof and the consummation of the transactions contemplated hereunder and thereunder will not result in (a) a breach or violation of (i) any govemmental requirement applicable to Seller or the Property now in effect; (ii) the organizational documents of Seller; (iii) any judgment, order or decree of any govemmental authority binding upon Seller; or (iv) any agreement or instmment to which Seller is a party or by which it is bound; (b) the acceleration of any obligation of Seller; or (c) the creation of any lien, encumbrance or other matter affecting title (other than the Permitted Exceptions) to the Property.

(e) Pending Actions. Except with respect to the pending action with Fitness, there is no action, suit, arbitration, unsatisfied order or judgment, govemment investigation or proceeding pending, or to Seller's knowledge, threatened against Seller which, if adversely determined, could individually or in the aggregate materially interfere with the consummation of the transaction contemplated by this Agreement. Except as set forth on Exhibit 0 attached hereto, there is no litigation which has been filed against Seller that arises out of the ownership of the Property and would materially affect the Property or use thereof, or Seller's ability to perform hereunder.

(f) Mechanic's Liens. To Seller's knowledge, there are no mechanic's or materialman's liens on or similar claims or liens now asserted against the Property for work perfonned or commenced prior to the Effective Date.

(g) Solvency. No attachments or execution proceedings and no assignments for the benefit of creditors, insolvency, bankmptcy, reorganization or other proceedings are pending or threatened against Seller or conceming all or part of the Property, nor are any of such proceedings contemplated by Seller, nor has Seller ever been a debtor under any case commenced under the United States Bankruptcy Code or similar state creditor's 1ights laws. Seller represents and warrants that, upon Closing, it is not insolvent (as such term is defined in the Federal Bankmptcy Code). The Seller further represents and warrants that the transactions contemplated hereunder will not (a) render the Seller insolvent (as such term is defined in the Federal Bankmptcy Code), (b) leave the Seller with an unreasonably small amount of capital for the Seller to conduct its business, or (c) render the Seller unable to pay its debts as they become due.

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(h) Operating Agreements. The Operating Agreements listed on Exhibit Care all of the agreements conceming the operation and maintenance of the Properiy entered into by Seller and affecting the Property, except those Operating Agreements that are not assignable and except any agreement with Seller's property manager, all of which shall be tem1inated by Seller at Closing. The copies of the Operating Agreements provided to Buyer by Seller are true, correct and complete copies in all material respeCts.

(i) Due Diligence Materials. To Seller's knowledge, Seller has provided or made available to Buyer true, correct and complete copies of all of the Due Diligence Materials in Seller's possession or control that do not constitute Confidential Materials. To Seller's knowledge, the Due Diligence Documents do not contain any incomplete, false or inaccurate information.

(j) Confidential Matetials. To Seller's knowledge, the Confidential Materials do not contain any material adverse information that a prudent buyer of real property would deem material to its evaluation of whether to purchase the Property.

(k) Lease Brokerage. There are no agreements with brokers providing for the payment from and after the Closing by Seller or Seller's successor-in-interest of leasing commissions or fees for procuring tenants with respect to the Properly.

(l) Condemnation. To Seller's knowledge, Seller has received no written or oral notice of any condemnation or eminent domain proceedings pending or threatened relating to the Property, except as disclosed on Exhibit N.

(m) Violations. Seller has not received written notice of any uncured violation of any federal, state or local law relating to the use or operation of the Property which would materially adversely affect the Property or use thereof.

(n) Leases. The rent roll attached hereto as Exhibit Q is accurate in all material respects and lists all of the Leases currently affecting the Real Property (including any amendments and supplements and any other material letters or other documentation that relate to such Leases).

( o) Use Permitted. Except for the Loan Agreement, current local zoning ordinances, general plans and other applicable land use regulations and all private covenants, conditions and restrictions, if any, affecting the Property, permit the transfer of the Property and the use of the Property for its current use as a matter ofright for an unlimited time period and nnt merely as a legal non-conforming use. Schedule 5.l(o) sets forth all of the material licenses, permits and other entitlements related to the Property.

(p) Other Transfer Agreements. Except with respect to the right of first offer of Universal Studios, Inc., Seller has not entered into any rights of first refusal, rights of first offer, options or other agreements binding upon Seller or the Property whereby any individual or entity (including any Tenant) has the right to purchase all or any part of the Properly, other than this Agreement.

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( q) Environmental Matters. As to hazardous substances:

(i) to Seller's knowledge, there are no wells, drilling holes, wellheads, underground tanks or hazardous substances currently located on the Property, no such wells, drilling holes, wellheads or tanks have ever been located on the Property and no hazardous substances have ever been present, used, stored, treated, released from or disposed of on the Property;

(ii) Seller has not used the Property and, to Seller's knowledge, the Property has never been used as a landfill, waste disposal site, or burial site.

(iii) to Seller's knowledge, no enforcement, cleanup, removal or other govemmental or regulatory actions have, at any time, been instituted or threatened with respect to the Property;

(iv) to Seller's knowledge, there is no current or prior violation or state of noncompliance with any environmental law relating to hazardous substances with respect to the Property;

(v) no claims have been made or, to Seller's knowledge, threatened by any third party with respect to the Property relating to damage, contribution, cost recovery, compensation, loss or injury resulting from or related to any hazardous substance; and

(vi) to Seller's knowledge, there are no current or prior businesses engaged in the storage, treatment or disposal of hazardous substances on any property adjacent to the Property.

(r) Special Risk Areas. Except as may be reflected on the Natural Hazard Report provided to Bnyer, to Seller's knowledge, the Property is not located within an area of special risk with respect to natural or man-made disasters or hazards, including any flood hazard area.

(s) Legal Parcel. To Seller's knowledge, the Property is a legal lot or parcel which for all purposes may be mortgaged, conveyed and otherwise dealt with as separate parcel and is taxed as a separate parcel.

(t) Tax Withholding. Buyer is not required to withhold taxes from the payment of sale proceeds to Seller ·c~nder the Internal Revenue code or any applicable state, commonwealth or local tax laws, provided that Seller delivers a FIRPTA and CALFIRPTA certificate to Escrow Holder pursuant to Section4.2(a)(vi).

(u) Contiguous Property. Neither Seller nor any affiliate of Seller is retaining any contiguous or adjacent property to the Property.

(v) Improvements. To Seller's knowledge, the Improvements do not violate any govemmentallaws, ordinances, rules or regulations.

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(w) Employees. Seller has no employees at the Property.

(x) Rezoning. There is not now pending, and Seller has no knowledge of, any threatened proceeding for the rezoning of the Property or any portion thereof, that would have an adverse or material impact on the value of the Project or use thereof.

(y) Easements and Other Agreements. Seller has not received written notice of a violation of and, to Seller's knowledge, Seller is not in default in complying with, the terms and provisions of any of the covenants, conditions, restrictions, right-ofway, easements, plmmed community instruments or other encumbrances that affect the Property. Seller has not granted in writing any rights to adjoining land owners encumbering the Property other fhan as shown in the Title Documents.

(z) Soil Condition. To Seller's knowledge, the Improvements, as built, were constructed in a ma1mer compatible with the soil condition at the time of construction, and all necessary excavations, fill, footings, caissons or other installations were then and have since been provided.

(aa) Tenant Leases. With respect to the Leases and tenants ("Tenants") listed on fhe Rent Roll provided to Buyer by Seller, except as provided to the contrary in a writing provided by Seller to Buyer during the Feasibility Period or in other Due Diligence Materials provided to Buyer:

(i) The Leases are in full force and effect strictly according to the terms set forth therein and in the Rent Roll, and have not been modified, amended, or altered, in writing or otherwise, except as reflected on the Rent Roll. The Tenants are legally required to pay all sums and perform all obligations set forth in the Leases, without concessions, abatements, offsets or other bases for relief or adjustment.

(ii) All obligations of the lessor under the Leases that accrue to the date of Closing have been performed including, but not limited to, all required tenant improvements, cash or other inducements, rent abatements or moratoria, installations and construction (for which payment in full has been made in all cases), and the Tenants have, to Seller's knowledge, unconditionally accepted lessor's performance of such obligations. The Tenants have asserted no offsets, defenses or claims available against Rent payable by them or other performance or obligations otherwise due from them under the Leases. No portion of any Rent due and payable by any Tenant represents or constitutes a reimbursement of tenant improvement or construction costs incurred by Seller. There have been no concessions of any nature granted by Seller to any Tenant (including but not limited to any and all free rent, tenant improvement allowances, direct payments, moving allowances and buyouts of other leases) except (A) as expressly set forth in the Leases and (B) as set forth in Exhibit M attached hereto .

(iii) No Tenant is in material default under its Lease. No Tenant has prepaid any rent or other charges.

(iv) Except as disclosed in writing to Buyer, neither base rent ("Base Rent"), nor regularly payable estimated Tenant contributions for operating

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expenses, insurance premiums, real estate taxes, common area charges, and similar or other "pass through" or non-Base Rent items including, without limitation, cost-of-living or so-called "C.P.J." or other such adjustments (collectively, "Additional Rent"), nor any other item payable by any Tenant under any Lease has been heretofore prepaid for more than one ( 1) month nor shall it be prepaid between the Effective Date and the Closing Date for more than one (1) month.

(v) To Seller's knowledge, no guarantor(s) of any Lease has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any Lease or any transaction related thereto.

(vi) There are no brokers' commissions, finders' fees, or other charges payable or to become payable to any third party on behalf of Seller as a result of or in connection with any Lease or any transaction related thereto, including, but not limited to, any exercised or unexercised option(s) to expand or renew.

(vii) No Tenant or any other party has asserted any claim (other than for customary refund at the expiration of a Lease) to all or any part of any Security Deposit.

(viii) No Tenant has any right to renew or extend the term of its Lease. No Tenant has any option or right of first refusal to lease additional space in the Improvements.

(ix) Seller has not applied the Security Deposit of any Tenant against delinquent Rents or otherwise as provided in the applicable Lease.

(bb) Financial Statements. Seller has provided a correct and complete copy of a balance sheet, income statement, and statement of cash flows, for the most recent period and as of December 31, 2013. Such financial statements are, to the best of Seller's knowledge, true, complete and correct in all material respects, and accurately represent the financial condition and results of operations of the Property as of the date of such reports

Section 5.2 Survival of Seller's Representations and Warranties. The representations and warranties of Seller set forth in Section 5.1 hereof, as updated as of the. Closing in accordance with the terms of this Agreement, shall survive Closing for a period of one (1) year.

Section 5.3 Representations and Warranties of Buyer. Buyer hereby makes the following representations and warranties to Seller as of the Effective Date, which representations and warranties shall be deemed to have been made again as of the Closing, subject to Section 4.3(a)(viii) hereof:

(a) Organization and Authority. Buyer has been duly organized and is validly existing under the laws of Delaware. Buyer has the full right and authority to enter into this Agreement and to consummate or cause to be consummated the transaction

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contemplated by this Agreement. The person signing this Agreement on behalf of Buyer is authorized to do so;

(b) Authorization. This Agreement has been, and on the Closing Date, all documents to be executed by Buyer hereunder will have been, duly authorized, executed and delivered by Buyer, and constitute and will constitute the valid and binding obligations of Buyer enforceable against it in accordance with their respective terms.

(c) No Consents Required. No consent, approval or other authorization of, or registration, declaration or filing with, any govemmental authority is required for the due execution and delivery of this Agreement, and!or any of the documents to be executed by Buyer hereunder, or for the performance by or the validity or enforceability thereof against Buyer.

(d) No Violations. The execution and delivery of this Agreement, and all other documents to be executed by Buyer hereunder, compliance with the provisions hereof and thereof and the consummation of the transactions contemplated hereunder and thereunder will not result in (a) a breach or violation of (i) any governmental requirement applicable to Buyer now in effect; (ii) the organizational documents of Buyer; (iii) any judgment, order or decree of any governmental authority binding upon Buyer; or (iv) any agreement or instrument to which Buyer is a party or by which it is bound; (b) the acceleration of any obligation of Buyer; or (c) the creation of any lien, encumbrance or other matter affecting title (other than the Permitted Exceptions) to the Property.

(e) Pending Actions. There is no action, suit, arbitration, unsatisfied order or judgment, government investigation or proceeding pending or to Buyer's kriowledge, threatened against Buyer which, if adversely determined, conld individually or in the aggregate materially interfere with the consummation of the transaction contemplated by this Agreement.

Section 5.4 Survival of Buyer's Representations and Warranties. The representations and warranties ofBnyer set forth in Section 5.5 hereof as updated as of the Closing in accordance with the terms of this Agreement, shall survive Closing for a period of one (!)year.

ARTICLE VI. COVENANTS OF SELLER

Seller hereby covenants with Buyer as follows:

Section 6.1 Operation of Property. From the Effective Date hereof until the Closing or earlier tennination of this Agreement, Seller shall operate and maintain the Property in a mmmer generally consistent with the marmer in which Seller has operated and maintained the Property prior to the date hereof. Seller shall not encumber the Property or permit the Property to be encumbered.

Section 6.2 Leasing. Except as provided hereinbelow, Seller agrees not to amend, renew or expand the Leases or enter into any new Leases (any such amended, renewed,

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expanded or new lease, a "New Lease") between the Effective Date and the Closing without the prior written approval of Buyer. Seller will submit to Buyer, prior to execution by Seller any such New Lease and Buyer shall have ten (I 0) business days after its receipt thereof to notify Seller in writing of either its approval or disapproval thereof, which may be granted in Buyer's sole and absolute discretion. If Buyer fails to notify Seller in writing of its approval or disapproval within the ten (10) business day period set forth above, Buyer shall be deemed to have disapproved such New Lease. Notwithstanding anything in the foregoing provisions of this Section 6.2, Seller shall have the right, without Buyer's approval, to enter into New Leases for residential units in the ordinary course of Seller's business provided that such residential New Leases comply with the requirements of the Loan Agreement. Seller agrees to hold Buyer harmless and indemnify Buyer from and against any and all liabilities (including reasonable attorneys' fees, expenses and disbursements) suffered or incurred by Buyer as a result of any claims by any tenant under a New Lease that such New Lease not consented to by Buyer in writing and not expressly authorized by the immediately preceding sentence is binding upon Buyer following the Closing. The foregoing indemnity shall survive the Closing.

Section 6.3 Contracts. Until the Closing (provided the Agreement has not been terminated), Seller will not enter into any contracts with respect to the Property (other than Leases, which are addressed in Section 6.2 above) or any amendments, supplements or modifications to the existing Assumed Operating Agreements, in each case that would become binding on Buyer or the Property post-Closing (collectively, "New Contracts") without Buyer's prior written consent, which consent may be withheld in Buyer's sole and absolute discretion. Seller agrees to hold Buyer harmless and indemnify Buyer from and against any and all liabilities (including reasonable attomeys' fees, expenses and disbursements) suffered or incurred by Buyer as a result of any claims by any counterparty to a New Contract that such New Contract not consented to by Buyer in writing is binding upon Buyer following the Closing. The foregoing indenmity shall survive the Closing.

Section 6.4 Insurance. Seller will continue to maintain all insurance (including, without limitation, property insurance, rental loss insurance, earthquake insurance and commercial general liability insurance) with respect to the Property in the same amounts and with the same or equivalent insurance carriers as of the Effective Date as required under the Loan Agreement.

ARTICLE VII. DEFAULT

Section 7.1 Default by Buyer. lfthe sale of the Property as contemplated her.eunder is not consummated solely due to Buyer's default hereunder, Seller shall be entitled, as its sole remedy, to terminate this Agreement and receive the Deposit as liquidated damages for the breach of this Agreement, it beitig agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the Deposit is a reasonable estimate thereof.

Section 7.2 Default by Seller. If (i) any of Seller's representations (including representations made in any Seller Estoppel) are untrue in any material respect, or (ii) the Closing otherwise fails to occur by reason of Seller's failure to comply with any of its covenants,

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agreements or obligations under this Agreement or a failure of the condition precedent set fmih in Section 4.6 to be satisfied for any reason, Buyer shall have the right, in its sole and absolute discretion, to adjourn the Closing for up to thirty (30) days to allow Seller to remedy or cure the default or breach or to satisfy such conditions. Should Seller fail timely to cure its breach or default or satisfy such conditions during the adjournment, or should Buyer not elect to exercise its right to adjourn the Closing, Buyer shall have the right to exercise one or more of the following remedies against Seller by reason thereof: (a) the right to waive the defanlt or failed condition and proceed to close this Agreement without reduction or offset to the Purchase Price, (b) the right to terminate this Agreement and receive the retnm of the Deposit, without notice to or consent of any other person or entity, (c) the right to sue Seller for specific perfonnance of Seller's obligations under this Agreement and collect from Seller attorneys' fees and costs incuned to bring such action, and/or (d) the right to institute legal action to recover from Seller any and all damages suffered by Buyer by reason of Seller's default or breach. Notwithstanding anything to the contrary set forth in this Agreement, under no circumstances shall either party to this Agreement have any liability under this Agreement to the other party for consequential, punitive or exemplru-y damages, all of which are hereby expressly waived by Buyer and Seller.

Section 7.3 Recoverable Damages. Notwithstanding Sections 7.1 and 7.2 hereof, in no event shall the provisions of Sections 7.1 and 7.2 limit the damages recoverable by either party against the other party due to the other party's obligation to indemnify such part-y in accordance with this Agreement

Section 7.4 Internal Holdback. As security for the representations, warranties and obligations of Seller that survive Closing, Seller covenants and agrees that from and after the Closing Date and continuing until the later of (x) the date that is the one (I) year anniversary of the Closing Date (the "Anniversary Date") or (y) if, prior to the Am1iversary Date, Buyer shall assert one or more claims for damages (excluding consequential damages) against Seller for breach of a Seller representation, warranty or covenant that survives Closing (each such claim, a "Post-Closing Claim"), then the date that all Post-Closing Claims have been finally adjudicated to an unappealable judgment or resolved through a written settlement agreement between Buyer and Seller and any amounts payable to Buyer as a result of such judgment or settlement, up to maximum of Five Hnndred Thousand Dollars ($500,000) in the aggregate, shall have been paid to Buyer, Seller shall remain in lawful existence and maintain liquid assets of not less than Five Hundred Thousand Dollars ($500,000) (the "Internal Holdback"). Seller shall maintain the Internal Holdback in an account that is segregated from any other accouot maintained by Seller and for which the institution at which the account is held (the "Bank") provides monthly statements for the account (the "Holdback Ar,couot"). Seller shall provide to Buyer a copy of each monthly statement from the Bank for the Holdback Account within five (5) Business Days after Seller receives such statement, which statement shall evidence that the Holdback Account holds at least Five Hundred Thousand Dollars ($500,000). The provisions of this Section 7.4 shall survive the Closing.

ARTICLE VIII. RISK OF LOSS

Section 8.1 Casualty. In the event of loss or damage to the Property or any portion thereof which occurs after the expiration of the Feasibility Period, this Agreement shall

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remain in full force and effect provided that Seller shall assign to Buyer all of Seller's right, title and interest in and to any claims and proceeds Seller may have with respect to any casualty insurance policies relating to such loss or damage; and the Purchase Price shall be reduced by an amount equal to the lesser of (a) the deductible amounts under Seller's insurance policies PLUS the amount of the insurance proceeds required to be paid to Seller's lender pursuant to the Loan Agreement and (b) the cost of such repairs as detennined by an architect, contractor or other qualified expert selected by Seller and reasonably approved by Buyer. If a dispute arises with respect to clause (b) in the immediately preceding sentence, such dispute shall be submitted to and resolved by binding, expedited arbitration administered by JAMS in Los Angeles, California. If Buyer does not give written notice to Seller of Buyer's reasons for disapproving an architect, contractor or other qualified expert within ten (10) business days after receipt of notice of the proposed architect or other qualified expert, Buyer shall be deemed to have approved the architect or other qualified expert selected by Seller. Upon Closing, full risk of loss with respect to the Property shall pass to Buyer.

Section 8.2 Waiver. The provisions of this Article VIII supersede the provisions of any applicable laws with respect to the subject matter of this Article VIII.

ARTICLE IX. BROKERAGE COMMISSIONS

With respect to the transaction contemplated by this Agreement, neither Buyer nor Seller is using a broker and each party hereto represents and warrants to the other that it has had not dealings with any person, firm, broker or finder in cormection with the negotiation of this Agreement or the consummation of the purchase and sale contemplated here, and no broker or other person, firm or entity is entitled to any commission or finder's fee in connection with this transaction as the result of any dealings or acts of such party. Each party hereto agrees that if any person or entity makes a claim for brokerage conunissions or finder's fees related to the sale of the Property by Seller to Buyer, and such claim is made by, through or on account of any acts or alleged acts of said party or its representatives, said party will protect, indemnify, defend and hold the other party free and harmless from and against any and all loss, liability, cost, damage and expense (including reasonable attorneys' fees) in connection therewith. The provisions of this paragraph shall survive Closing or any termination of this Agreement.

ARTICLE X. DISCLAIMERS

Except as expressly stated herein, Seller makes no representation or warranty as to the truth, accuracy or completeness of any materials, data or information delivered by Seller or its brokers or agents to Buyer in connection with the transaction contemplated hereby.

ARTICLE XI. MISCELLANEOUS

Section 11.1 Confidentiality. Each party acknowledges that any non-public infonnation heretofore or hereafter fumished to such party (for purposes of this Section, the "Receiving Partv") by the other party (for purposes of this Section, the "Delivering Party") with

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respect to the Prope1ty and/or the transaction contemplated by this Agreement has been and will be so furnished on the condition that the Receiving Patty maintains the confidentiality thereof. Accordingly, the Receiving Party shall hold, and shall cause its representatives to hold, in strict confidence, and such Receiving Party shall not disclose, and shall prohibit its representatives fi·om disclosing, to any other person without the prior written consent ofthe Disclosing Party, (a) the terms of the Agreement, and (b) any of the infonnation in respect of the Property or this transaction delivered to or for the benefit of the Receiving Pa1ty, whether by any of the Receiving Party's representatives or by any of the Disclosing Party's representatives. Notwithstanding anything to the contrary hereinabove set forth, either party may disclose such information (a) on a need to know basis to its employees, agents, consultants, representatives, members of professional firms serving its direct and indirect, existing or potential, investors, partners, members and lenders, (b) to the extent that such infonnation is a matter of public record or is obtained from another source that is not, to the knowledge of the Receiving Party, breaching a confidentiality obligation in disclosing such information, (c) as provided or required by law, or by regulatmy or judicial process or in connection with a dispute amongst the parties hereto, including, without limitation, public disclosures required to be filed with the securities exchange commission, (d) as is reasonably necessmy, but only as is reasonably necessaty, in order for such party to satisfy its obligations under this Agreement (or with respect to Buyer, to finance the acquisition of the Property), and (e) in compliance with any order of a judge, arbitrator, or other person with authority to subpoena or compel the production of documents; provided, however, that neither pruiy shall disclose documents under sections (c) or (e) without first giving notice to the Disclosing Party of the demand for such disclosure and at least ten (1 0) days opportunity, if possible, for the Disclosing Party to object and take actions to quash such subpoena or otherwise restrain such disclosure by enforcement mechanisms. Furthermore, Seller and Buyer each hereby covenant and agree that prior to the Closing neither Seller nor Buyer shall issue any press release or public statement with respect to this Agreement without the prior written consent of the other party. The provisions of this Section 11.1 shall survive Closing and any termination of this Agreement but, with respect to Buyer only, shall terminate on the Closing.

Section 11.2 Public Disclosure. Prior to and after the Closing, any release to the public of information with respect to the sale contemplated herein or any matters set forth in this Agreement will be made only in the fonn approved by Buyer. The provisions of this Section 11.2 shall survive the Closing or any termination of this Agreement.

Section 11.3 Assignment. Subject to the provisions of this Section 11.3, the tenus and provisions of this Agreement are to apply to and bind the permitted successors and assigns of the patiies hereto. Buyer may assign its rights under this Agreement with notice to, but without requiring the consent of, Seller. In no event shall any assignment of this Agreement release or discharge Buyer from any liability or obligation hereunder. The provisions of this Section 11.3 shall survive the Closing or any tennination ofthis Agreement.

Section 11.4 Notices. Any notice, request, demand, consent, approval and other conununications required or permitted under this Agreement shall be given in writing by (a) personal delivery, (b) Federal Express or another nationally recognized ovemight delivery service with proof of de!ive1y, or (c) United States Mail, postage prepaid, registered or ceriified mail, return receipt requested,. Any notice so given shall be deemed to have been given upon

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receipt or refusal to accept delivery. Unless changed in accordance with the preceding sentence, the addresses for notices given pursuant to this Agreement shall be as follows:

If to Buyer: NBCUniversal Media, LLC 100 Universal City Plaza Universal City, California 91608 Attention: Corim1e V erdery

with a copy to: NBCUniversal Media, LLC 30 Rockefeller Plaza New York, New York 10112 Attention: Global Real Estate

with a copy to: NBCUniversal Media, LLC 30 Rockefeller Plaza New York, New York 10112 Attention: Law Department

and with a copy to: Latham & Watkins, LLP 355 South Grand Avenue Los Angeles, California 90071-1560 Attention: Kim N. A. Boras

If to Seller: Cahuenga Investors, LLC c/o Law Offices of Jerome Janger 138 S. Lasky Drive Beverly Hills, California 90212 Attention: Jerry Janger

If to Escrow Holder: Fidelity National Title 915 Wilshire Boulevard, Suite 2100 Los Angeles, California Attention: Bobbie Purdy, Sr. Commercial Escrow Officer

Section 11.5 Modifications. This Agreement cannot be changed orally, and no agreement shall be effective to waive, change, modify or discharge it in whole or in part unless such agreement is in writing and is signed by the parties against whom enforcement of ~my waiver, change, modification or discharge is sought, and then only to the extent set forth in such instrument. No waiver by either party hereto of any failure or refusal by the other party to comply with its obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal to so comply.

Section 11.6 Entire Agreement. This Agreement, including the exhibits and schedules hereto, contains the entire agreement between the parties hereto pertaining to the subject matter hereof and fully supersedes all prior written or oral agreements and understandings between the parties pertaining to such subject matter, other than any confidentiality agreement executed in connection with the Property.

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Section II .7 Further Assurances. Each party agrees that it will execute and deliver such other documents and take such other action, whether prior or subsequent to Closing, as may be reasonably requested by the other party to consummate the transaction contemplated by this Agreement. The provisions of this Section 11.7 shall survive Closing.

Section 11.8 Counterparts. This Agreement may be executed in counterparts, all such executed counterparts shall constitute the same agreement, and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other com1terpart.

Section 11.9 Facsimile and Electronic Signatures. In order to expedite the transaction contemplated herein, telecopied signatures or signatures transmitted by other means of electronic transmission (such as .pdf attachment to email or electronic signature) may be used in place of original signatures on this Agreement or any document delivered pursuant hereto other than documents to be submitted for recording in the real estate records. Seller and Buyer intend to be bound by the signatures on the te!ecopied or otherwise electronically transmitted document, are aware that the other pmty will rely on the telecopied or otherwise electronically transmitted signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the fonn of signature.

Section 11.10 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect; provided that the invalidity or unenforceability of such provision does not materially adversely affect the benefits accruing to any patty hereunder.

Section 11.11 Applicable Law. This Agreement shall be govemed by and construed in accordance with the laws of the State ofCalifomia. ·Buyer and Seller agree that the provisions of this Section 11. 11 shall survive the Closing or any termination of this Agreement.

Section\1:12 No Third Party Beneficiary. The provisions of this Agreement and of the documents to be executed and delivered at Closing are and will be for the benefit of Seller and Buyer only and are not for the benefit of any third patty; and, accordingly, no third party shall have the right to enforce the provisions of this Agreement or of the documents to be executed and delivered at Closing.

Section 11.13 Captions. The section headings appearing in this Agreement are for convenience of reference only and are not intended, to m1y extent and for any purpose, to limit or define the text of any section or any subsection hereof.

Section 11.14 Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of constrnction to take effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

Section 11.15 Recordation. This Agreement may not be recorded by any party hereto without the prior written consent of the other party hereto. The provisions of this Section 11. 15 shall survive the Closing or any termination of this Agreement.

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Section 11.16 Attomeys' Fees. Should either party institute any action or proceeding to enforce or interpret this Agreement or any portion hereof, for damages by reason of any alleged breach of this Agreement or of any provision hereof, or for a declaration of rights hereunder, the prevailing party in any such action or proceeding shall be entitled to receive from the other party all costs and expenses, including reasonable attomeys' and other fees, incuned by the prevailing party in connection with such action or proceeding. The term "attorneys' and other fees" shall mean and include attomeys' fees, accountants' fees, expert witness fees and any and all other similar fees incurred in cmmection with the action or proceeding and preparations therefore. The term "action or proceeding" shall mean and include actions, proceedings, suits, arbitrations, appeals and other similar proceedings.

Section 11.17 incorporated herein by reference.

Exhibits. All exhibits attached to this Agreement are

Section 11.18 Date of Perfmmance. If the date on which any performance required hereunder is other than a business day, then such performance shall be required as of the next following business day.

Section 11.19 Time. Time is of the essence of this Agreement.


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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date.

SELLER:

BUYER:

NBCUNIVERSAL MEDIA. LLC.

aDela~·a~e·······./~ ... , .. · ... ·.·· ..

Bv: '·. . ... ···• · · · · ·· .·· ·· .. ··•· · · N~me:~·- .. ~· ... · .. · · Title: === · ... C:::::::~l=hi~ The undersig~~d, Universal Studios, Inc., hereby waives its Right of First Offer (as set forlbintheD~cl~ration ofCovenan,t~,Condilioos andRestrictions for3353 and 3~00 Cah~enga Bo~levard vvest, Los Allg~les, C~li~ornia rec()rded as Docume~tNo. 01 01544!18 of t~e Offj~ial. ,Recor~s of.Los Angell'§ Count)', Callforuiil) solely wit~ res~~ct to the acquilliti()D oftli~ Property hyNBCUniversallVIedia, LLC contemplat~d .~Y this Agreement; if! he. Closing docs not occur such Right of First Offer shall remain in full force and effect. ·

UNIVERSAL STUDIOS. INC.,

29

ACKNOWLEDGMENT

Escrow Holder executes !his Agreement below solely for !he purpose of acknowledging that it agrees to be bound by the provisions respecting Escrow, Closing and termination of !his Agreement (including, without limitation, Sections 1.4, 1.5, 1.6, 1.7 and 3.3 and Articles IV, VII and VID hereof).

ESCROW HOLDER:

FIDELITY NATIONAL TITLE SURANCE COMPANY,

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-----------

EXHIBIT A

DESCRIPTION OF LAND

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL 1:

PARCEL "C", IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP L.A. NO. 5343, FILED IN BOOK 172, PAGES 5 AND 6 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 2425-001-059

PARCEL2:

PARCEL "B", IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP L.A. NO. 5343, FILED IN BOOK 172, PAGES 5 AND 6 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM THE SOUTHEASTERLY 8.25 FEET.

APN: 2425-001-061

LA\3425442.10

EXHIBITB

LIST OF EXCLUDED PERSONAL PROPERTY

None

LA 13425442.10

EXHIBITC

LIST OF OPERATING AGREEMENTS

VENDOR AGREEMENT CANCELLATION NAME DATE PURPOSE TERM CLAUSE

Sky Properties, Property Property Effectively Either party can Inc. Management Management month-to- terminate on 60 days'

Agreement, month prior written notice; dated as of (original Owner can terminate September I, term expired on sale of property 2009 8/31/2010, with 30 days' prior

but written notice expressly continues thereafter until terminated)

California Parking V a1et Parking Effectively Either party can Parking Services Management Services month-to- cancel on 30 days'

Agreement, month prior notice. dated as of (original August 1, 2010 term expired

7/31/2013; silent as to continnation thereafter)

Time Warner Service and Provision of 7/5/2013 During the migina1 Cable Marketing high speed data through the tenn, only as a

Agreement, and digital 7-year remedy for a material dated effect July telephone anmversary breach by the other 5,2013 services to the of the party; beginning one

residential "Senrice month prior to the tenants Date" (date end of the original

theTWC term, either party can system is terminate on 30 days' fully built prior notice effective out and on the last day of the operational) renewal term at least ; month-to- 30 days subsequent month thereafter

LA\3425442.10


Waste Commercial Collection and Month-to- Either party can Management of Service disposal and/or month terminate on 30 days' Los Angeles Agreement- recycling of (original prior written notice

Non-Hazardous non-hazardous term expired Wastes, effective waste 10/31/2012) November 1, materials; 2011 Tuesday and

Friday pick-up

Caliber Elevator Elevator Elevator Expires Non-cancelable Maintenance maintenance in January 12, except for cause Agreement, Buildings B, C 2015) (non-performance) dated September andD on 30 days' written 16, 2013 (but notice executed January 13, 2014)

Cosco Fire Central Station Monitoring of Month-to- Either party can Protection Monitoring fire alarm month terminate on 30 days'

Agreements, system in prior written notice dated April28, Buildings B, C 2007 (Bldg. D), andD August 7, 2007 (Bldg. B), July 22, 2008 (Bldg. C)

W estem Allied Inspection Quarterly Silent None Corporation Service inspections and

Agreement, light dated March 19, maintenance of 2010 HVAC system

in Bldg. B

Truck Insurance Apariment Apartment 2/6/13- Insured can cancel Exchange Owners Policy Owners 2/6/14 with advance written (Fam1ers insurance notice; insurer can Insurance Group) (casualty and cancel for cause or

liability) with 3 0 days' prior written notice

Farmers Business Owners Insurance for 2/6/13 - Insured can cancel Insurance Policy the commercial 2/6/14 with advance written Exchange buildings notice; insurer can

34 LA\3425442.10


(Fmmers (casualty and cancel for cause or Insurance Group) liability) with 30 days' prior

written notice

Chartis (issued Umbrella Prime · Umbrella 2/7/13- Insured can cancel on by National Commercial coverage 2/7/14 advance written union Fire Umbrella notice; insurance can Insurance Liability Policy cancel for Company of nonpayment on l 0 Pittsburgh, Pa.) days' prior written

notice, or for any other reason on 90 days' prior written notice

United National Earthquake Earthquake 1119113 - Expired Insurance Insurance Policy ·Insurance 1119/14 Company

Essex Insurance Umbrella Emthquake l/31113 - Expired Company Earthquake Insurance 1131/14

Insurance Policy

35 LA \3425442.10

EXHIBITD

[reserved]

LA\3425442.10

LA\3425442.10

EXHIBITE

ESCROW HOLDER'S GENERAL PROVISIONS

[see attached]

GENERAL PROVISIONS L O£f'OSIT OF FUNDS

i11e h.tw de~~ling wltb the di~bur::t:ment or funds requi~ tha~ :~!1 1\mm 1.>e available fGf \\~thdrawal lll' :~ m~nc of Tight bj the llt!e emlty's csc~w 1)11(l!or ~u.l.> ~cww t!Cl'!Qttn\ prior to d~buu;eml'fll (lf!ll)y ft>od$, Only ~ash or v.~rc twnsferred fund~ can 1.>1: t:ivtll immediate a~llilablHty \lf>OII dcpooit, Co.thief's ohecl:s, telle~ e~kl; 11nd C!111i!ied check!: rn:ay br! U\o;>l!ab!e one business dn}' after dcpo:rit All other fo.md~ $o1!:1l ns )>l'fS<mnl, corpor~c llrp~~ip c:h~"Ok$ ond drnfls lilft sulJ.je\.'l.lo rn:mdi<lory hnld)n~ peliods which mil}' cau~;e m~teri~l del~yS in disbur::Clrtelll of fund; in this e:scrow. In order to avoid delays, ~ll f~(ldings ~hOUld be wire \(1m$fer. Outglrine wilt u-.u.sfers will nut b¢. au!l,c.riu:d tm!il eonlinnnti'cm of the rospee~ive illCUininJ:.: wire tr1msr~r ur of IMli!:lhllity of dcp~ited cht>;:\.:.::.

Deporit (If fund$ into ~t:toernl escrow l!O':Ount unlcs.s instructed Othtrwisc. You may inwuel &crow Hol~r to do::.pn.~i1 )>(nlC fund.l iJTW 1m

inlt:l't$! he~Orog at«<lml by ~\~ing nnd returning: the "bscrow ln:m~llO!JS ~ Interest Bearing Atx:OI!l'll", which has OOI:n provided w )'\Ill. lf;'l)u <Ia not zo i11~1t<tet us, thc!'l all fun& rccdvco:l ih thl$ ej.Cfb\v ihaU bt ®pMlted witl\ other cserow fllllds in ~me w moro genemJ o;:soww lmst. mx>otm't.«. whi<:h ioclude both noll·illlclt.St bellrint ddnand t~e<:OuJ\tS Wid oth~:r deposilory ntOO\Illl.S of Escrow Holder. in lillY Sl~te or)'!alloMIImnl: or ~;wings and loan ll$$QC-i;~liM l!IS!J~ 'oj.• l1le f"«krnl !)::.posit Jnsunlm;C CQ!'JXIfO.Ii<)l), (!he "d~JXJ$i\O!)' !notiMions'") ~ 11\llY be tr-.nsTcrred to other sucll es<::roW m~~~ ~eoouo!s oft1=w Holder or cm:'ll(it5affi!illte~, cllht:twithirt or Ciltslde the State ofCalifnmill. A IJC:m:ral est.Wwnust ocwuntil; ~~ricled and pl"oleC\ed ngn\nu cl~im~ bj• third pl'!Jli'iS JUl.(! ereditar:<r of fucmw Hohier :)lid it!.' MfililiiCS,

Rcccip! oflx:nd!ls h)' nscww tlotaer auil.llffillmes, The plll'tl~s 10 \hi~· e:;cruw Mknow!OOI¥: thnt the m~ioll:'tl~~ of ~uch stHer.o.J esc.rowlrul't ncCQunts with ~orne dep¢Si!1'll)' im:tillltlons ;nuy resultln Eserow fWi~<;:< M Its nffibllll:S being PIVVided wilh lin Mrd)' of0.1ml: terviws, ;«:omllltxlbiiom or o!her btn~fils 1>y the depo}itll!')' in$titutinn. Some Ot All <lflhete bellefllli m~y b~ eonsrt!efe<l imerem d11c you 11ndet O.!i(omla Insurance Carlt: Sec1i!>fl 12413'.5". J,:;.$~/'O'W UQidtr Qr its 11ffiltutes nls-o roay ~~Co\ 10 enter into other bttsl~= tmo~a.::tk>m:: with or obtnin lonns for in~e&\rueo! or olher flu~ ftom thndcpo!iimy iJJ$\Jlurirm. All ~ucb ser>"/t:d, aceommodntions,. and 01~ bent!i!S slmll .llr;crue Ul Escrow Hoi~ or itt affilltttc:S am1 f:sefow H'o1dcr S)u,l{ bwe- 1'1(.> Obli81\tion to IICCO\ll\1 1.(1 the pnrtlcs tO !hi~ Cllt:fOW fliT lhl! V>lltiC ofs!lcb i<!r>1m, uc::eomm()d.;ilit:ons, imtre;t orOfherbcm:fits.

Said f11nds wlU ooletm~ in\.t:l:e$1 un\es$ the io>trudlons Othtl'\\iSt ~pe.::i!lt:.H~· mate 1h:.t f~t>& shall be !kpo~lrod in an il•lel't:'ll·bea<ing 3cOOIInL All disbu>$emenls ~bhll 1>c mllde by check of Fidel!ly Nlllii>MI Title Cnmp;lll)' • 13-ui)d:l!f S~n'\00!', Th~ p!'I1\Cip3h \0 this ='ruW II«' hro;by no1ified lhlll lhe fu»ds deposlted llerciro ~~ ins!.Ued only Ia the limit provided by 11>t 1'!;\1.trtd Dt$00it 111~Ul'D.TII'C· Cof!W~lkm. Any in~nuai(>l, fu( bllol: wire will pro,ide reasM!Ib!e lime or notice ror Eset<~w Hnldets oompliance willl such inslrtlc<io:m. IJ~IY Holder'$ sole duty nne!: ~pton~ibilil)o ~h~ll be lO plaCQ said 'lire tmJU{er ~~~~lmetlon~ with hs wiring btm~ tiJIOO confhm~\iQII or (1) S:Utlslllclion of condilion5 p1~tnt or (2) docomenj rtWrdalfon >~I c:lo$e l)f CSC!I)W, r!SO"OW Hoklerwi!l NOT bo held re.spo01;ib1e for lost int't:rcs\ due to wife. delays Ql\UeQ_ by any Jnml:. <!T the ~dml Rt:l'Clrvt. System, and tt:OOmmet;ds thBt ~~~ pal'l\~ make \IJcll\$elvCS ~1\'lUl.l (J( b:lnl:ing; ICgUlat\DilS with ~rdw pltrt.1:m~lll ofwif~.

In theeveot thl:lc is iliSII.fflcitnltimetOj)l~ a wiRl upOn any SJ.Il!h conrirm~~ion o;~r 1h~ win:$ lo~_v~< closed ronlle d~y. tbc parties 1\J;l.te<: to pr<widc wrintn iMtnJ<.tlons for an altem:'lliVC method. or dl$burl;tmenl WTTHOt,JT AN Al-"l'fRNA'nY~ OtsBURSEMENT lNSTRUCTJON, FUNDSW\1_1. nnuao IN TROST IN A NON'-INTf.IU!ST BEARING ACCOl.INT UNTIL- TI'IE NEXT OfPO~TUNn'Y i'Oit WlftE PLI\C6M6NT. :t. PRORATIONS AN.O ADJUSTMEN1S

All prorallon:nlm.ifor ndjllS(mw~ called fw ln lhls .:stro>V are to be made on the ~~} of ll thirty (30)day month unl= oth<:rwise in:nrueted in writing. YliU lite to m:einfortn::tlb!'l ctmt~ined 011 !a!11 1w~ilablc tro; ~111.teml'm, n;nt!l.! su,u:mentaspnn·klt:d b-y1bcScllt1, b<:nclicll.l)'s stntcment ai'I.CI fire lnstiTllnte poll,y de\iwn:d inl.o escrow for lhe pwrat(!)TI$ provick<J IQr herein. 3, SUPt'LKMeNTAf.. TAXF..S

The wlthiu t\!:.5~rllx:d pT!lpcfl)' moy be S\lbject 111 ~uppkrne01il! rea\ pmperty taxes due io the(iuu>&~< of o,.,lei"Ship lllking plncc throur.h this e~M'<'. Any llilpplemenml n::tl properlY t:<>(et ~~.o:~"S M a rtsult of ibc t<nmfc( or the pro~ny To Bnytr shall be the solt: t(,!.'lpon:~il»lhy ufBeytr IIJid lll'lf ~ul_)ph:m~:mul ~del property W.Xts arising prior tV the cl~sing di>tc ~lul\j be the ~(,>lc tqX>rcslbility of the St:!lt':r. 1·AX 131\..l.S ISSIJf;O AF'fER CLOSE Of ESC~OW SHALt. 'eli HANDL.I!D bntoctt.Y BCI'WEEN' BUYER AND SELLER,

LA\342544/...10

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4. UTlLITU:sJl'OSSESSlON T\"llll$fer of otilltks 1\n:d pO~c$s(M of the ptemir..s ~re to be

~tled by tile paqles directly and out;ide e>"ero1v. S. PR&I~ARATJON AND RF..CORDATI.ON 0~ JNSTRIJMB>'h'$

EscroW Holder is nmhori~ to prepare, obmin. 1ecord unci dclivcr the n=acy in~trommts to Cllll)' ou\1.11~ Wl!'ll$ ~1\d cot!dilillliS ofthls escrow nnd 10 or:der lhe JX:ollcy of title insumncc tO btl hsuod m close of e~<;I"C'C\' a.; c:~ll~ for in lhese h1$\ructlcm~. Clbl;t: of e~row sh~l! men~ fht dato:o instruments ill'¢ reet>rded, 6. AI.1111'0RtZA.TlONTO FURNlb1I COPU;$

You ::.rc nuthorized lO furnish copies of tht$ imtrue~hms, ~\lpp\\'!'ll~n!$, ~tnel\l!Bim!s:, l'l!)l!C<'$ of co.n~cll~<liQn .md dosing ~lntcmentl;, to \hi: Real E:s:\~\t.Srok~r{~)und LCI!dl'f'{s) named\~ lh!s escrow, 1. RIGHT OFCANCF.Ll.A'nON

My princip~l inS!l:Uclin& you \Q 0;1@ thl~ es<:IQW ~hal! file nMice l)f Cllllcclhllion in )lOUr olflllC in writing. Yuu slw!!, \r'llhip !IW (2) wolkin-g ®)':!! !bcreafu:r, deliver, one copy ofsueb n~tk(l' to earn Qf\he oth« prindpal~ at the nddr= s11rtl'd io this e%t:o>~. UN!..E.';s WRlTTEN OJ3J£CfJON 10 CANCI:.Ll.ATlON IS FU.€0 IN YOUR OFFICE IlY A I'IUNCIPAL WJTH!ll Tf:.N (lOi DAYS Al'l"ER DATE OF SUCH DFLIVERY, YOU ARE AUTHORJZ.l}D 10 COMJ>LY WITft SIJCH NOTICE AND DEMAND PA YME.Nr OF Y-QUR. CA-N(:ELLA TiON C"JiA\tCES.ll\vriulill objmlol\ is ill~. you nrenutlwrized 10 hn1d ~11 m~ney ll.lld instruma.ts ;n !his ~WIW nnd !tlkc no funher aetlen uoti) otherwise d~r(:~Vtcd. either by lht'prlncipit muw~l wrinen instn<Ct!ollt, ut b)• liM\ order of a conrt ofwmf'C'I<:>ltJurisdktion. S. P£RSONAL t'R.OFt::RTY

No examiroli<m or lnsumncc as to the llltiDtJnt or payrn~.m~ or prno.n~_l propwty w;~ 1~ requked unli$S ~pecillCllil}' requeslcd. fly sl{:ninf. thc:sC Gmcrnl ProvisiOnS', r.he partl~ 1.0 lhe e~row hereby acknowle:d,g.e that llv,yarc indcmniryil1g, tlle ~ow Hoi~$~ za.<~in.'it any ~od zllmsur.~ n::!;rtl!>g ~any "Bulk s~kls"' teql!itcmetiJS, aoll lnstniCI Escrow Agenl tl)prot:elld \\ilh tJ>c ~;!OJiing or ~~W 'l.'i\h\)1,11 11.~}' COMidemtiOII of mll!!er of n~y naturn "'lmL~Oevt:r regarding "Bnl~ S~lcs"' bein_g handled tluough 1!3:crow. ,, RlGUT OF RESJGI'IA'tiON Esr;row lfoldd hl<l' ~~ right !o rtsi&l upon 1en (10) days wri11ro oallee deli~ertd to \ht: prlnc!p:,:ls herein. If ~~~ell right i~ eKerci!\Cd, 1111 fa.1n:df and doet~ment!l sha.ll b.to rcwme:d tl) Jhe pa.r11 w!m dtpositod thom :md f,.$Crow Holder slu!H h1we nolinbili!Y hcrt:lll>dC\'. 1[). AO'tHORI7..ATIONTO EXECUTE ASSIGNMENT OF liA.ZAllli !NSUMNC£POUC!ES

Either Buyer, Sdkt IIMJor Lender 11\ll)' llb!ld )'(;ll the ~~~urnn~ age!!l'$ name and inSUI'illl'.:e policy infonmtiOI\, ruld )'()U QIC to el':CCU!c, on bcl!alf I>[ tilt ptlndpa!~ ~reicl, rem> liS$;~· Ofinltto:$tln M)' iMUI'IIll¢e policy (ol~r thai\ tit!<! ln~~nmu) c:~H.;d for in this =(lY.•, fQrm<ld ~~ ~MI pol-icy to !he lm:I'J'IIn:ce atllllt, ttqU('f>tin& lh!\1 llie: in~-~rer <:On$enl ta s~ch lrMISfer 11n:di'Of a\llll:l\ aiQSS p11yable cl~u:;e ~ruVor ~uch oU•er dtdorttme.ots. aS nlil)l be r(;(ltiltcd, r.nd torwMd sueh policy($) to the prineipals cn~tled thtr.::lo. It i5 no\ )'l)Uf res?Dnstbility to vedfy the lnfll!"JJ\~llor, hfl'llded you or the as.siwmbililyofsaid ins\ltiln~;~;. Yout tole duty ls to fQfW~n:l uld request 10 in~unme<: <%tnlnt close of escrow.

Funher, th~~e :;ball 00 no ll:Spolcl~1ity upott the pa.rt. f.lf ~row Holder to ICMII' hazard insut.lm:e poliey{s) upon <;:>;plmtlrm 01 otherwise ~ ll h1 foft:!l cill!Cf dufint «r ~C>:1uent to tht: cl~ or ~rc:<w. C~n~\lati(q! of 'Ill.)' e:t~slin& hazard irurunmce policies is !o be hriOOI~ direcUy by the ptln.cipnl$, lllld o\lt$ld~: flf o:.serow. 11. ACTJ'ON IN 1N1'WPL£Al>ER

ThV prillCipill$' hcn:to e~~pressl)' 11(11(111 tmltyotJ, ~~~ ~crow Ho!l\l:r, h!lve the ~lmllute right 21 your dcction 10 fik l!ll 11cti"on i11 inlerplt:l'd'~r rcquiril'!:: the ~lp:r.b 10 l<IUI'-W l!l;ld liti,gt~lc theirmcrnl ~lnilf!f \'llld rleJrt~ amor:~g l~lvti ni'KI yo~> tu't :M!!ho1ized to dtptosit witlllhc elerlc of the cou!t.u\1 d(tl;umeots 11n11 f\lfld!; ]ielt:l in tl!is e$elf!W. tn d1c Cl'tnt such ac1llll) is fl\~d. ibe prim:ipak jointly :md se"emlly ll&fe<' 1(1 pay yollr e&~cclls•Jo~ chuges 1111d lmiS, e.-;~ &m! rtm"Orm\>\e anomt:}"s f~~ which you 1\Jt: rcquii'Cd to expend (If itltut l11 liUCh inlolple:lder tlction. the llll!Ount thereof to be lixOO ami jllllgmem thei'efor w be rem.:m by lh~ coun.. t,Jp<m the filing. of ~!Xh jl'l:liM; you slwll lhu®pcl be folly rdca.$1:4 llllt.l di$<'h~f1!,0 (rom all obligijlinns im~ed by !he 't11l'IS of Ibis escww or 011\etwise. 12. TERMfNATlON OF AGENCY OBUGA.TION

1(' tlme is no nctil)ll )a\;tJJ "~ thi~ e:tc[t)W wlthin six (6) m\'>llltiS slier the "time limit dl>lt:'' u$ :ret f011l1 ir; tht etttow instruction~ or written C:x\Cl!Slon lh«rof, )'OIIf ~[tm')' obligatioo sh~ll termln~tc: al )'0111'" option imd all docunleiltS, moni~ (it othtt items held by )'OU shnll h~ l'ttumt:.d to lhe pan~ dt:p()}iting same. In !he event of Cllrlocl!u!i on of thi~ em ow. whethtr it

be at Ulc requ~ of ;my of the priMip~1s or otllcn,~sc, 1l1c fees und eh~q;l':i d~o Fi<ie-lhy i'btion~tl Title Compil'~Y • l'luil~ S~r¥tc~ including; ~pmdiUlr<:S" inct~~d llfld!W" authorized sfudl bt borne ,;q~>~~lly b)• the )l3rtk:s ht:{cto {U1llcwotb<;n-<i3e~&r~ lo $peellir,:,l!y}. a. CON~l!CflNG lNSTRUCTlONS

Upon hlreip! of nny eonnlc;tlt~&: imm11ctkm!1, yoLI r® te rol;~: no acrl011 in c•.>not(:lion whh thi~ e1crow until <W~-cunmcting in:;truaions aro rreeived from a0 of the printiplll~ 10 \llis<:Sel{)W (~ubjccr l!l...:Ciions 7, 9, 11 and 12. a!.>ovc). 14. REIMBtl'RSEI'If£)\'T A'rfOHNEY l'lEI".S/ES(.."tHYW HOLDER

In th>itvcll\ th~l asllll i~l:lt'(Wljht by ~my pari)• or pllrtiC$ W t.h1$ttscrbW in~rnction5t(l whlth lilt f:;serow Uold:~ l~ N~ml'<l <is a P'lrt)' \'lllich rewhs in a judgTOI'!ll ln fnl'l>l' (lr th~ E.\:~11' H1'!ldc1 n!ld: ~8:\il'll'l a principal or prirn;;tp~l$ llerehi, the prinr.i)'als or principals' a~nt nsroe to pey S3id ESt:row Holder ll.U OOSI$, <::»jlefW::$ Md ~~~.~enable llti(>l'Jl<:.)"s f= w1Jie\J il mil}' t>:"pel!d <rr irn::ur ;r~~d snil, lh~ ;m'lO~Iltlheroofto be fVIL'<l Md.j!Jilgment ther<rl'ore \Q be n:<1deted by the wun in lillid 111it IS. OELIVERYJRECElf'T

Ddiw;1)' tb ptinelpals as u~ i~ tll~e instn1ctions unl~s otherwise staled hllteln ts to be by hand m p-.'f.wn tt> llle pr!ncip~!, reEular mail, em.~n <.>r f10; tQ MY of the conraa infl'!m>nlion pro~idcd ~n th= insttuaitms. lfde!iverOO by retulnr mail receipt is dct~incd to 1x: 721lours uft~ s~i! m)!.fling. All doc:om=, Wlnn= ~nd sl!li=U. 4~>~ to the undersigned may l.>e .deU\'Illed It: the oonw:t infonn~tion ?loWll herein. All MllC\'$} ch~ of i.mrutlions, \:Oinmunicllti~~ :md d!,:.cument:s. are 16 be delfveretl ln wn'linJl to !he orfloo or fldtlily N~tion~l Title Ct~mpauy :.s stt r01111 hl:fl'io. 16 •. !;TA'fW!:':Ot.AALCQD&NOTIFICATJONS

AcCQ<(!ing io ft:dend Uti\\ me Seller:, when upJ)!].;.t~ble, w!ll be re-quired to complete a ~k::s uetlvity..ropotlthat will be urilil:OO 10 e~nmtti ~ !OW W!t~m~.m to !he· lnJem~l Rt:\oenue &iv~t::e,

Pun:uMI to Stcte IA1w, prior 10th~ el0$t of eserow, 811}•er will provide EScrow Holder wHh e Prelimil'ltlry Ch~ow- ofO•Yfle!'Shlp l\cpoli In tb~ ~vent tllid r<:pblt i!: 1\l).t l)ruv.ied to Escrow ji{lfder for tubmiS'Sio11 10 th~ County in ~ilich sul<i~ propert}' i~ locmed, upon rooording of 111-e. Gront l)co;d, .B11yers ~ekllowleiiBe \hilt tl>l! applieabl~ fo::e will b~ lliS!."SSe<.! by !iaid Co;mnty Md Es-c1ow Holder s!uo!l d~bit lho;; n<:(;()Ullt of6u)'Cf for ~me nl e!ose ofd<:l'ow, 17. NON·RES!O~NT AI..IEN 1'hc Foroifn lnvestm1:111 iu 1:\e;tl Prop.:n)'T"'~· Act (l'IRI'TA), TillcZV U.S. C., SeC1icm1<14S, :mt:i the regulation~ thciCimd~!, provitk fu part, 1hm a trMsfCI'ce (buyer) of n U.S. rea!' pro)l'~rzy imc~t:S~ r'rem a foreig:~ ptfWll (notHetl\hlm a!i1;11) JiliJ51 withhold a tiD: «julllto tw p¢~ {10%) of the amoul!t rt:<\.lized (!T> the diWfll1i'ii""l, rC{I\\n !he trnnsaetiou and remit t\ltl ~YilbhQlding to lhe Internal RI'Vo;t}U:~ Se<Vice within hi'Cill)' {:W) day.-1'1fier th~ 1\'linsfcr. Fidelity Nn1loMI TitleCcmp;ulY ~ Jtuitdi'T' Sl;rvites has: no! Md will not p=nicipl:l.l~ in M)' di:ICrnlination ofwhclbet the fJRPTA lax provisiOM llfC ()!)p.Hcable to the ,ub;ie!ll lffill~(WI(OIJ.. nor JW!: ~~ 11. Qu;di!iod Sul,>$1\tute n()( Jllmidt Ill>:

~d>!ic:e to any p;lli)' tb th~ tron~actlon. Fidelity Nntl~nol Tit!~ Compat;~· • Builder S<:n·i&e"~ i.(liWI. ~)l'Om'ible for de1cnnin.ing whel~er tlw' tJlli~liQ'l will qualify fol nn t):;~cptlon or ;m txemption ond is not resj:XIIl~ibl~ for lhe liliog otuny ll»( f•m!U wiHJI~ lm.~mal ft.evw»e Se<Vit'e liS d>..."Y rcl~te to FIR.I'TA. Mtlt:lity N~tional Title QlmJ>UnY • Bull!ler s~rvl~ Is not t)l(: agent forth~ Suycr for' the purpo:o;t:l' of teet:ivin&und analyling MY e11ldtnt<:: or doc:urrt~nl~>tiun lilatth~ Sell~ io rhc MlbjCC!troi'IS&ction is 01 UJi, cltitM or re!~ilk'fll ellen. The Buyer it ~dvi~ tj'Jey rnw:~ !nd~nily m~ke 01 del<:tmiMlio!m or whe!htr the 0011\CMplated ttm!acl:itm ~~ lllXilble or nonm.-;abl~ nod 1he applicability or tbe withholding rcqu1Jcment te !he ~ubjec! trnn~action, :md should ~k lh~ ~dvioo Of thdt' anomey Ot ne¢\l\lnlnnl fidelity l'.'utiDMI Title Conqmoy ..tluilder ~rvi<es i!i not r~t\ble lOr t'* p~~yme~<l Of this t(IX Phd/or !)ellnll)' ~nd1or il'llere.l'l ia~rrt\d In toM•-etion tk~tl! ~nd ~uth UI>:C$ 'i>JC not ll m&l!eT covered b)' the Owner's Policy of 1'itlc ln:il.lmn~ to be b:i~ lo lht< BIJ)'~f. 'rl>t:: Tx!ycr is Mviwd they beltr full rel.)XmSit>illty for Cl.lil!Pliance wi\h tl1e t:;x wiflll1oMing n;quircmmt if applic~blt- ~lldlor for Jl11)'ment of any llllt, imerc$1, j'lC'flnllll.$ Mdlor <illwr e:q•~ses th~t rn&)' b:l dm: on th~ subjo::t tmnrot:titm. 18. &NCW<mRA.NctS

Escrow Holdet I~ to ect upon MY ~11llcrm:nl5 fumishtd by a lk~ho16cr or his~ wltilo~rt liability or resplillsiblliw for the «CCUOic)' or ~,..n Sblem()llU", Any ndjustmcnts nece:lS!II)' bteaus<: of a rl[~crep;mey l:>tlvn~n the infoml:lltion rumi~hed B<::~W j.j<.lf<ler :.rnl lillY Mioouni 1nter dctmn~ tu be cofl"eet shan be seukd b~tween the panics direct :md ouu:ide or e~w.

You ll.fe ~uth<>riztd, without the need for runher appro'Vlll, to debit. Ill)' llt'CI)Wl.t for n~y fee$ ~o\1 ch~rses lhat 1 h:..\'e ll!ll'l::Cd \o Jll!Y in eonne«ion with this escrow. nnd fnr ~ny ~m01mt~ thll11 nm obligmW to i>"Y

LA\3425442.10

3

to lhe holder of Ml}' Uen or encumbrance to e:!tJ.bU~h the title 11.1 im.1.1~ by ~ P~liq of l)t\e lmu=o;;ullet! for inlb~sc i1ISI.fl!ctions. Jffor u11)' rcaron m;• IICC(IUnl is not d!Wited for ~uch ~m()uots m the time ofelosing, I (lgre.llo:> JY.<Y thtm imrncdi;~;cly upo~- <kn,a!ld, or to reimbw~c M)' >:>!her pcr:«.>n or ctn1ty whb has pald them. 19. M'VIRONMEl'{fAl,JS.<;Q£$

fiddll}' N~lhmal 'Iitle Comprmy • Bt~i!Oer SeNi-;:cs has m~d~ no ffivt:::..'\igl\!101) o;:ont•anint \'!Iii! pt(lj)l:ftyl1!i to env)rOMlC!I«<IIt(>.~ie wMt¢ is::mcs. Any due dllietnoc required or needed to dmermio~ envirnnmenllll Impact !IS

to fmm~ of wxinortion, if app!iCl!blc, will be done dlitctly we\ by prineip..Js otRS'i~ or eserow. f1dellty Natioll3l Tide CIJmJ}IUIY • Builder Sctviees is n:Jc;l..\:¢d of My r~mlb\1\ty HOd! or liahility in oonm:ction th-.:rewlth. ;w, USURY

BscrqwHolder Is ntlltO be<.:Orn:cmtd wilhMy qUCS~ionwfusury ill tmy Jl)tJn. or enwmbrMee invoh'cd in Ute pr{U;C!;slng ilf this esctt~\V and is h<;.reby ~~e~ed ofar.y r~nsibility orlisbility th~fore. lt. DJsct.OSURE

E-scrow Holdm'f knttwltdse of ..wte.rs aff~ the pmpcrty, p!I)Yidt:d sucll faet$ do 11!U prevent ~Ompli~noo with lh~<: iot11t:u:lloru;, di)CSnul erean:;my lfab11ily or duty in midltion toth= fnsln!diom, 2Z. FACSlMli..E SJ'GNA.1'1JitE

Escrow Holder·~~ fte;eby aothmizerl ~ inslrocted that. In tl'.e event nny pany util~ "'fac~lmlle" tl".>mmhwd tigm:d d01:umet~ts w iMlnlelioos ro Esr.row Holder, yw 11rc to n:ly on 1~e ~ame for nll escrow i-rn:lr\lt::<i(/11 ptu:pmes l!.l'ld th\' t.iooio& of t$CIOW us if t!>~y bore rn:iginal Si!11llt1lreS. Z3. CLAIUFJCATION Of OUTI£5

Fldelity Nat;pnal 'title CQJilprul)' • Builder Serl'lr= ~crvo::t ON'LY c 01'! S:serow Ho!def in CQI!l'le(;licn ;yhh !he.!;e inS\lllt:lirm~ t111d cwmol gi...c leg:!! advice lo any pany hcrclo.

F~t:I(IW H'(ll\lcr is 1\0I to 00 held uwounl<lbl~ or li~bl~ for !he $Ufficl1:ncy or to~\1¥.!:!:$ as to J'Gnn, m:.nncr of c::<t:eutiun, <rt Vlllidity (lf •my ~nstwmwrt depo~ited m !.his .esa-ow, nm I!S 111 lhll'ititntit)", authtllity o:>r rlghiS of 11ay rcrwnexcctrtinf, the samcc. Escrow I~ older's duties hereunder $han be limited to tl1e propel' handlln~ or such. nwm:y and the proper Sllfcl:.eeping of sor,:lt imtrut'Oenl$, or other dowme~~u rcecived h)• E.o;erow Ho!d~r, a.m! f111 O~e dis:poshicm pfs~~mc in :u:eordanee wilh the written inslnl¢tic.ms ~~by E~<';;'l;owHol~er;

The a~rtCy lind (luties of Escrow Huldct commence ()Illy up<m tte¢ipl of e(lpid 6fthe:;e J::setOW hHtroctions e:>;«Ut~ IW ttJt p:n1ie.:;. 24. FUNDS HELD IN ESCROW

When the comp:tmY lms fund$ rtrn~ininl; in C>~loW 1)Vef 90 My.~ uner ci~;~Jte of l)!;lcrow or estimnted c\o~~ or csertlW, the Company shall impost: n mcmbly llo!\ling. fcc of 5:25.00 lhst is to ~ o.:ll~rr.cd tt8!1in$1 th~ fwids held b)' the CompM)I.

EXHIBITF

TENANT ESTOPPEL FORM

-------------[Date]

NBCUNIVERSAL MEDIA, LLC 100 Universal City Plaza Universal City, California 91608

CAHUENGA INVESTORS, LLC 138 S. Lasky Drive Beverly Hills, California 90212

Re: Lease dated , __ (the "Lease") executed between -:::--.-----:---:---:--("Landlord"), and ("Tenant") , for those. prernises located at-----------

Gentlemen:

The undersigned Tenant understands that you or your assigns intend to acquire fee title to that property located at (the "Property") from -----------· The undersigned Tenant does hereby certify to you as follows:

A. Tenant has entered into a certain lease together with all amendments (the "Lease") as described on Exhibit A attached hereto. All obligations of Tenant under the Lease have commenced, and all conditions to the performance of Tenant's obligations under the Lease have been satisfied. Tenant holds all of the tenant's right, title and interest under the Lease and there is no existing sublease, assignment or encumbrance of the Premises or Tenant's interest as tenant therein.

B. The Lease is in full force and effect and has not been modified, supplemented, or amended except as set forth on Exhibit A attached hereto.

C. Landlord is not in default under the Lease. No event exists which with the passage of time or the giving of notice, or both, would constitute a default by Landlord under the Lease. No notice of default has been given or received by Tenant with respect to the Lease or Premises which has not been cured.

D. Tenant does not claim any defenses, offsets or credits against rents payable under the Lease.

LA\3425442.10

E. Tenant has not paid a security or other deposit with respect to the Lease, except as follows (if none, state "none"):

F. The present monthly rent is~-------·

G. Tenant has fully paid rent to and including the month of _______ , 2014.

H. Tenant has not paid any rentals in advance except for the cun-ent month of 2014.

I. The Lease expires on------------

J. Tenant has no options, rights offrrst offer or rights of first refusal to purchase the Property, except as follows (if none, state "none"):

K. All improvements, alterations or additions to the Premises, or contributions for such improvements, alterations or additions, including credits or offsets against rent, free rent, if any, required to be made by the Landlord have been completed or have been paid in full. Landlord has not made any tenant improvement or equipment loans to Tenant which are cun-ently outstanding and require repayment other than as part of the rent.

L. There are no actions, whether voluntary or, to its knowledge, otherwise, pending against Tenant (or any guarantor of the undersigned's obligations as tenant under the Lease) under the bankruptcy or insolvency laws of the United States or any state thereof.

M. This certificate may be relied upon by any lender which finances or refinances all or any portion of the purchase price of the Property, or any lender of Buyer who . disburses loan proceeds based upon the collateralization of the Property to secure said loan or any purchaser of the Property.

TENANT:

a _______________________ ___

By: _____________ _

Title:---------------------

2

LA\3425442.10

EXHIBITG

FORM OF DEED

RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO:

LATHAM & WATKINS LLP 355 South Grand Avenue Los Angeles, Califomia 90071-1560 Attn: Kim N. A. Boras, Esq.

MAIL TAX STATEMENTS TO:

NBCUniversal Media, LLC 100 Universal City Plaza Universal City, California 91608 Attn: Corinne Verdery

(Space Above This Line For Recorder's Use Only)

GRANT DEED

FOR VALUE RECEIVED, CAHUENGA INVESTORS, LLC, a California limited liability company, hereby grants to NBCUNIVERSAL MEDIA, LLC, a Delaware limited liability company, all of its right, title and interest in and to that certain real property situated in the City and County of Los Angeles, State of California, described on Exhibit A attached hereto and by this reference incorporated herein.

as IN WITNESS WHEREOF, the undersigned has executed this Grant Deed dated

____________ ,2014.


Name: _______________ _ Title: _______________ _

LA\3425442.10

LA\3425442.!0

Exhibit A to Deed

LEGAL DESCRIPTION

[To be attached]

STATE OF CALIFORNIA ) ) ss.

COUNTY OF _____ ,

On , 2014, before me, , notary public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatnre(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instmment.

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

Witness my hand and official seaL

Signature---~---'------ (Seal)

LA\3425442.10

County Recorder Los Angeles County

Dear Sir:

SEPARATE STATEMENT OF DOCUMENTARY TRANSFER TAX

In accordance with California Revenue and Taxation Code Section 11932, it is requested that this Statement of Documentary Transfer Tax due not be recorded with the attached deed, but be affixed to the deed after recordation and before return as directed on the deed.

The deed names CAHUENGA INVESTORS, LLC, a California limited liability company, as Grantor, and NBCUniversal Media, LLC, a Delaware limited liability company, as Grantee. The land and improvements being transfened are located in the City and County of Los Angeles, State of California.

The amount of the documentary transfer tax due on the attached deed is Two Hundred Eighty Thousand Dollars ($280,000.00), computed on the full value of the properiy described.

Very truly yours,

. CAHUENGA INVESTORS, LLC, a California limited liability company

By: Name: Its:

LA\3425442.10

EXHI'BIT H

FORM OF BILL OF SALE

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, CAHUENGA INVESTORS, LLC, a California limited liability company ("Seller") does hel'eby sell and convey to NBCUNIVERSAL MEDIA, LLC, a Delaware limited liability company ("Buyer"), any and all of Sellers' right, title and interest in and to all tangible personal property located npoi1 the land described on Exhibit A attached hereto and hereby made a part hereof (the "Land") or within the improvements located thereon, including, without limitation, any and all appliances, fumiture, carpeting, draperies and curtains, tools and supplies, and other items of personal property owned by Seller (excluding cash and any software), used exclusively in the operation of the Land and/or the improvements located thereon.

TO HAVE AND TO HOLD all of said personal property unto Buyer, its successors and assigns, to its own use forever.

day IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the __

--------' 2014.

SELLER:


Name: _______________ _

LA\3425442.10

LA\3425442.10

Exhibit A to Bill of Sale

LEGAL DESCRIPTION

[To be attached)

EXHIBIT I

FORM OF ASSIGNMENT OF LEASES

THIS ASSIGNMENT OF LEASES (the "Assigmnent") is made as of this __ day of , 2014, between CAHUENGA JNVESTORS, LLC, a California limited liability company ("Assignor"), and NBCUNIVERSAL MEDIA, LLC, a Delaware limited liability company ("Assignee").

Assignor is the owner of that certain real property located in the City and County of Los Angeles, State of Califomia, more particularly described in Exhibit A attached hereto (the "Property"). Assignor hereby assigns, transfers, sets over and conveys to Assignee all of Assignor's right, title and interest in, to and under any and all existing and outstanding leases, licenses and occupancy agreements (collectively, the "Leases") of the improvements comprising a part of the Property, including withont limitation, all those Leases described on Exhibit B attached hereto and incorporated herein by this reference, together with all secmity deposits tendered under the Leases remaining in the possession of Assignor.

Assignee does hereby assume and agree to perfonn all of Assignor's obligations under or with respect to the Leases accruing from and after the date hereof, including without limitation, any and all obligations to pay leasing commissions and finder's fees which are due or payable after the date hereof with respect to the Leases, and claims made by tenants with respect to the tenants' security deposits to the extent paid, credited or assigned to Assignee by Assignor. Assignee agrees to indemnify, protect, defend and hold Assignor hannless from and against any and all liabilities, losses, costs, damages and expenses (including reasonable attomeys' fees) directly or indirectly arising out of or related to any breach or default in Assignee's obligations hereunder.

Assignor shall remain liable for all of Assignor's obligations under or with respect to the Leases accruing prior to the date hereof. Assignor agrees to indemnify, protect, defend and hold Assignee harmless from and against any and all liabilities, losses, costs, damages and expenses (including reasonable attomeys' fees) directly or indirectly arising out of related to any breach or default in Assignor's obligations hereunder.

This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective heirs, executors, administrators, successors and assigns.

This Assignment may be executed in two or more counterparts, (ach of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

LA \3425442.10

IN WITNESS WHEREOF, Assignor and Assignee have each executed this Assignme;1t as of the date first written above.

LA\3425442.10

ASSIGNOR:


ASSIGNEE:


Name: _______________ _

2

LA\3425442.10

Exhibit A to Assignment of Leases

LEGAL DESCRIPTION

[To be attached]

LA\3425442.10

Exhibit B to Assignment of Leases

LEASES

[To be attached]

EXHIBITJ

FORM OF ASSIGNMENT OF CONTRACTS

THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS AND INTANGIBLES (the "Assignment") is made as of the __ day 2014, between CAHUENGA INVESTORS, LLC, a Califomia limited liability company ("Assignor"), and NBCUNIVERSAL MEDIA, LLC, a Delaware limited liability company ("Assignee").

Assignor is the owner of that certain real property located in the City and County of Los Angeles, State of Califomia, more particularly described in Exhibit A attached hereto and incorporated herein by reference (the "Property"). Assignor hereby assigns, transfers, sets over and conveys to Assignee all of Assignor's right, title and interest, to the extent assignable, in, to and under any and all of the following:

(i) the contracts and agreements listed and described on Exhibit B attached hereto and incorporated herein by this reference (the "Contracts");

(ii) all existing warranties and guaranties (express or implied) issued to Assignor in connection with the improvements or the personal property being conveyed to Assignee by Bill of Sale on the date hereof; and

(iii) all existing permits, licenses, approvals and authorizations issued by any govemmental authority in connection with the Property.

All items described in (i), (ii) and (iii) above are hereinafter collectively referred to as "Intangible Property."

Assignee does hereby assume and agree to perform all of Assignor's obligations under the Contracts and Intangible Property accruing from and after the date hereof. Assignee agrees to indemnify, protect, defend and hold Assignor harmless from and against any and all liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees) directly or indirectly arising out of or related to any breach or default in Assignee's obligations hereunder. Assignor shall remain liable for all of Assignor's obligations under the Contracts and Intangible Property accruing prior to the date hereof. Assignor agrees to indemnify, protect, defend and

. hold Assignee harmless from and against any and all liabilities, losses, costs , damages and expenses (including reasonable attomeys' fees) directly or indirectly arising out of or related to any breach or default in Assignor's obligations hereunder.

This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective heirs, executors, administrators, successors and assigns.

This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

LA\3425442.10

IN WITNESS WHEREOF, Assignor and Assignee have each executed this Assignment a.<; of the date first written above.

LA \3425442.10

ASSIGNOR:


Name: _______________ _

ASSIGNEE:


Name: ________________ _ Title: _______________ _

2

LA\3425442.10

Exhibit A to Assignment of Contracts

LEGAL DESCRIPTION

[To be attached]

LA\3425442.10

Exhibit B to Assignment of Contracts

CONTRACTS

[To be attached]

EXHIBITK

FORM OF TENANT NOTICE

TENANT NOTIFICATION LETTER [DATE OF SALE CLOSING]

HAND DELIVERED

TO: All Tenants at 3400 Cahuenga Boulevard, Los Angeles, California

RE: Notification Regarding Change of Ownership

This letter is to notify you as a Tenant at 3400 Cahuenga Boulevard, Los Angeles, California (the "Property"), that the Property has been sold by CAHUENGA INVESTORS, LLC, a California limited liability company ("Seller"), to NBCUNIVERSAL MEDIA, LLC, a Delaware limited liability company ("Buyer"). As of the date hereof, your Lease has been assigned by Seller to Buyer. From the date of this letter, any and all unpaid rent as well as all future rent, or any other amounts due under the tenus of your Lease, shall be directed as foll?ws:

TO: NBCUniversal Media, LLC

ATTN:

AT: [100 Universal City Plaza Universal City, CA 91608]

As part of the sale, all refundable tenant deposits, if any, actually held by Seller with respect to the Property have been transferred to, and Seller's obligations with respect to such deposits have been assumed by, Buyer as of the date of this letter. Any and all payments of rent (or other sums due under your Lease) hereafter paid to any party other than Buyer shall not relieve you of the obligation of making said payment to Buyer.

LA\3425442.10

SELLER:


Name: _______________ _

EXHIBITL-1

FORM OF FIRPTA CERTIFICATE

CERTIFICATE REGARDING FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT

(ENTITY TRANSFEROR)

Section 1445 of the Internal Revenue Code provides that the transferee of a United States property interest must withhold tax if the transferor is a foreign person. To inform NBCUNIVERSAL MEDIA, LLC ("Buyer") that withholding of tax is not required upon the disposition of a United States real property interest by CAHUENGA INVESTORS, LLC, a California limited liability company ("Seller"), and with the knowledge that Buyer will rely upon the following statements, Seller hereby certifies the following facts to Buyer:

1. Seller is not a foreign corporation, foreign partnership, foreign trnst, foreign estate or foreign person (as those terms are defined in the Internal Revenue Code and Income Tax Regulations).

2. Seller's United States Employer Identification Number/Social Security Number is: _____ _

3. Seller's office/home address is

c/o Law Offices of Jerome Janger 138 S. Lasky Drive Beverly Hills, Califomia 90212

Seller understands that this certification may be disclosed to the Intemal Revenue Service by Buyer and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalty of perjmy, the undersigned declare that 1/we have examined this Certificate and, to the best of my/our knowledge and belief, it is true, con-ect and complete, and llwe fiuther declare that llwe have authority to sign this document on behalf of Seller.

Dated as of ________ , 2014

LA\3425442.10

SELLER:


EXBJBIT L-2

FORM OF CALFJRPTA CERTIFICATE

[see attached]

LA \3425442.10

YEAR

. 2014 R.egl EstateJ!flthholding Ce~e Part 1 ~Soller or Trnns!Bror

=* Tot~ Return ttrf:tr form to yam !}Strow tompany .

.SSN or lllN

.. !'. '

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P"rt 1.1- Cer!mca!io!IS which fully exempllbe S<I!e fmm wttblto!!ling: 1. 0 rna pruperty quiSftmes a:; tM st<\l~r's ':lr trnnlifgmrs (or aec.oo:sni'S, m· &ulW b}' tl~· IIB-:Brt&nft fb."iat~ortust]' pf'W!C!plll t~l1&ntf: wlt:"lln til£ m1:1ant1g or lntfl'maf

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•ttJlhlrt tn~:.li!H1lntng Df IRC S~:tltm 1'2'!: "W!E1®1 r.;.~ard 1D tne 1:Vl0-):'Wr11m~ P-91100. a. 0 Tt1B 1>-eUer or tr<rnsteror na~ l!. ID:S r.rzerogali1Htlr camvrnlll ~ncor;;'!e t.lX J:tlfp:!S:$$ on 1t'ti.s sale. it• Ch:<ct tRts lFJX }'£{j must COITlplm& ft,rm 5113-E, Real Estate

\VltOOidlnl]-Cttffilputati-:lO IJ1' Est!rmaielf ill'iln Gf LOss, Bri!d ha!re a Jct:.:s orzt:m ~a\n--on llhe ~li 4. 0 ThB pr~ffi.\'IS !king compJ!roflly orhll.m\um;Jal1!y renverted Mtlllt'il'.sai!).'J t!f trrnsr:aror lntem.m: Nle!:i;:1llm prop2rty ihat ts smt11ar orm'!aJOO In &fl<'lca or u~& 1o

qua:IU'j' farmorr;ero{lrlrtlOBdi galr< far CZllfamla lm:mnH! tax pm~osss:runlli11 !fiG S'04r:tt:m 1Xl31. l'i. 0 nm ITars112e qmilfiles r:t:'r oom-ecognttt:m trMtmrm!t urtiil&J IRO Sfl:!h)r. .251 (trarnstl!f1o li0l111JDrnlr{ln :contrm&trby Ills transfemr) or IRG 89r:llon 121 (cor*tr1b!i-1l!).n

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Part 111- Cellifit:alions !I! at may !l"rlially orlnlly exempt tbe sate !rom wi!bboi!ding: R!l>ill B'tate Escrow P'ilrsan (HEEP); SM ml~trutil1ofliS tcrr amt-;llrrffi 10 \~t!hhold,. 10:. 0 Tlie tJa.r.s1'Gr qu!iUrJRS aS< a. Sim'tiliafl9ilm !!!i:.;..!.I:JOO IF.Ii;;tlaog21l.1~!¥l~ 11"18 fl"lM!ilng'Ot !RG Sf!ctlml11XH. 11, 0 Tna.t!":ll.lriier quam! as liS a daf8rrsn 'llt!!-ilml--w:cnangewltnl!-. tne mrlan&ng: or IRC S%ilon 103~ .. 12:. Q Ttl a trar.s11lf or ttas praparl)' 1s en &1~"'-a.llm~nt sal£ '#t!Efe tne OOf-fJ:rls tmp'Jlf@il to w1ttlhD:d onit!J; p-rl;nclpal p!ni!ori a! meh illstanmoot J.L~tmt CD?i&S m

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Seller or Transleror Signature

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__ SpC<llSI?.'siflDP'S Slgmatu-ra

SB11tlr 11 you theckM ~· oox 111 P-l:n:.t n,. yau are GXJNF.Pt trrnl TBal. {dafe 'Wi!llOOldlr;Q. or 11 y>:~ut:tlec~M arrs bDX In Part HI, y.nurnay coaury~N :a parlliil or wmp..lf!t£ wlttlhN.1Jng~Ev.amp11cn .. lranSlerM ·

£xCBp1 as ta·.an !n&-aJ!ment ssJn, !f the Sf'JfOJT or trsr~s:l~:ror dill oot -cnec~; any no.x In P;LrtM m P-llrt m t!l Fnrrn. 5-93-C, ihll 'httffilol!l!lilg Will M :!;V3% p:lli38) or tlle tolai S3:les prrc~ or ttl a op.1lomil g:@'inon ~wttnnril-IIIn!I amount lro:Jrn sr~ 5:ot !J¥<-tertm:oo Form !.;92:, Real Est::.tr Vltlhilold!l.ng nx sta1em8l1l rr ihe ~~ m trans-trlroror.gs- rwt r&Eu;m it~ comp'JaWj R!rrn 5ID: aMI fnrrn 593-C oy tOO·t!ooa o1' retrrrt..•, me: wlt!lf1Jldlr.'~'J will tm 3V3% a{ iM lahl.t saJss [lr!Ce., UR'ifl:::{'; t1J(;'

ty;Pe ot U~bOO IS am ~nstallmoot sal~. u trw transacllon ls an lnst&\lmerrt· sale, ;me 'li'!ttino!tl'!ng WI!~ tJe J:liE':l;, (J::s33) or trm r!rst lnst&:..rfiEITI paymen~.

11 you aro wlltl¥.!1tt: upon, ttm wllhMI!dlr>~ agGnl srt.~ut! gt'N1)'ml one IXIP'f o.i Rlml 593. Att.ron a copf to. tt~ IO'NBI rrr:mt 01 )\Jllr CilM1orrila-1rt::Ome tiD: r&t~trn aM mm .a IXlP'.f for )"JtJf n;-«Jros.

71311.43 Form 593·C C2 20i 3

2

LA\3425442. 10

[023561-___j

EXHJBITM

LIST OF CERTAIN TENANT CONCESSIONS

1. There is a resident manager who lives on-site, but the manager is an employee of Sky Properties.

2. Added Value has stored some things in the basement with Seller's consent (at no extra charge), but they will remove the stored items if and when they are asked.

3. Both Added Value and Abominable pay for extra parking spaces. This is not reflected in the leases.

LA\3425442.10

EXHIBITN

NOTICE OF CONDEMNATION

1. Call from City Attorney Michael Bostrom advising Jerry Janger that the City needed right of way for construction of a new on-ramp to the 101 Freeway.

2. Project Pe1mit Adjustment and Project Permit Compliance with the Ventura/Cahuenga Boulevard Conidor Specific Plan, requiring right of way for construction of a new on-ramp to the 101 Freeway southbound, approved by the City of Los Angeles on May 25,2004 (Case No. APCSV 2002-1367-CU-SPPA-SPP).

3. Mitigated Negative Declaration for property located at 3400 Cahuenga Boulevard, adopted by the City of Los Angeles on May 25, 2004 (Case No. ENV-2002-1368-MND (REC)) requiring right of way for construction of a new on-ramp to the 101 Freeway southbound.

LA\3425442.10

EXHIBIT 0

LIST OF SPECIFIED LITIGATION

Fitness International, LLC v. Cahuenga Investors, LLC, etc., eta!., LASC BC 518130.

LA\3425442.10

EXHIBIT P

[reserved]

LA\3425442.10

00

~· ~ ~ ~··~·· ... b b b ('I '-"--~ "'

-~ •.il &:; c ~a 8 B S ~ ~,~ B S,.S ~-8-B:Sti ~ ~; g

~·· ~·

SCHEDULE 3.1

INITIAL DUE DILIGENCE MATERIALS REQUEST

a. Current Preliminary Title Report and copies of all title exceptions b. As-built building plans; all other plans and specifications for the Property c. Name and contact information for interior architects who completed any

design} construction documents on spaces for which Seller does not have as-built plans

d. Plans relating to grading, electrical, water, sewer, stonn drain, street improvement, and landscaping

e. ALTA Survey f. Environmental site assessments, soils reports and other similar reports. g. Environmental health and safety compliance reports, audits, plans, permits,

notifications, notices of violation or any regnlatory inspections. h. All reports related to the physical conditions of the Property including, but not

limited to, the heating, ventilation and air conditioning; plumbing; electrical; energy; life-safety and support systems; and elevator and structural systems

1. All land use approvals, building permits and certificates of occupancy; evidence of compliance with all applicable building codes, zoning and subdivision laws

J. All leases (together with all amendments) k. Rent rolls for the past 5 years l. All agreements, including without limitation property management agreements,

purchasing agreements, service agreements, maintenance contracts, insurance policies, warranties and gnarantees

m. All operating licenses n. ADA surveys and reports o. Listing of all capital expenditures and improvements made to the Property during

the last five years. Capital budget, if available, covering the years 2008-2012 p. All books, files, financial statements and records relating to the operation of the

Property including, but not limited to, operating and capital budgets for 2012 and 2013, real estate tax bills and other information of a financial nature necessary to verify the expenses of the Property

q. Copies of all reports or other information available on any proposed capital expenditures. Status of all capital expenditure programs and projects currently underway

r. Copies of the last 12 months' utility bills relating to the Property s. Copies of all common area agreements affecting or benefiting the Property and

any parking or other use agreements related to the Property t. Any claims or lawsuits related to the Property and/or Cahuenga Investors LLC u. Copies of any correspondence with commercial tenants regarding any potential

lease amendments, extensions, additional investments by tenants, plans of tenants, etc.

v. Contact information for commercial tenants w. Information relating to the amount and nature of investments made by

LA\3425442.10

commercial tenants in their fit up, equipment andJor facilities x. Any reports or similar infonnation received from Fitness regarding their level

of activity, sales, membership, income, etc.

LA\3425442, 10

SCHEDULE S.l(o)

LICENSES AND PERMITS

Entitlements

1. Zone Variance to permit the continued use and maintenance ofthe existing structure in the C2-1 Zone to be used for motion picture studio purposes and to further permit the constmction of a two-story addition thereto to be used for the same purpose, approved by the City of Los Angeles on Angnst 14, 1978 (Case No. ZV 78-264).

2. Ordinance No. 159166, amending the zoning map to Height District IL-D, approved by the City of Los Angeles on July 10, 1984.

3. Project Permit Adjustment and Project Permit Compliance with the Ventura/Cahuenga Boulevard Corridor Specific Plan, subject to conditions of approval, as amended, for the renovation of three existing office buildings (Buildings A, B and C) and constmction of new Building D, located at 3400 Cahuenga Boulevard, approved by the City of Los Angeles on May 25,2004 (Case No. APCSV 2002~1367-CU-SPPA-SPP).

4. Mitigated Negative Declaration for tbe renovation oftliree existing office buildings (Buildings A, B and C) and constmction of new Building D, located at 3400 Cahuenga Boulevard, adopted by the City of Los Angeles on May 25, 2004 (Case No. ENV-2002-1368-MND (REC)).

5. Specific Plan Project Permit Compliance for installation of two (2) new wall signs to serve as identification for the current business tenant, approved by the City of Los Angeles on March 28,2007 (Case No. DIR 2007-1245-SPP).

6. Specific Plan Project Permit Compliance for installation of one (1) new wall sign and logo to serve as identification for the current business tenant, approved by the City of Los Angeles on August 16, 2007 (Case No. DIR 2007-2727-SPP).

Certificates of Occupancy

1. Certificate of Occupancy for 3 story, type III-B, !52' x 155', office building with 92 required parking spaces, G-1 occupancy, issued by the Los Angeles Department of Building and Safety, pursuant to Building Permit LA 5185-62, and dated June 26, 1963.

2. Certificate of Occupancy for 1 story, type IV, 20'4" x 21 '4" storage room addition to an existing 3 story, type IIIB, 160' x !56' office building, G-1 occupancy, issued by the Los Angeles Department of Building and Safety, pursuant to Building Permit LA 93584/74, and dated April 28, 1976.

3. Certificate of Occupancy for 1 story, type V, 11' 120' open canopy addition attached to an existing building, G I occupancy, issued by the Los Angeles Department of Building and Safety, pursuant to Building Permit LA 496634/82, and dated October 27, 1982.

LA\3425442.10

4. Certificate of Occupancy for 2 story, type V, 98.5' x 194.5' office building, G-1 occupancy, issued by the Los Angeles Department of Building and Safety, pursuant to Building Permits LA 69195178 & LA 66854178, and dated March 16, !984.

5. Certificate of Occupancy to add a 2 story, type V-N, 144' x 112' x 20' wide "L" shaped addition to an existing !-story type V-N, 108' x 80' B-2 occupancy office/warehouse building, creating a 2-story, type V-N, 120' x 151 ', inegular, B-2 occupancy office building, issued by the Los Angeles Depmiment of Building and Safety, pursuant to Building Permit 95LA33200, and dated August 20, 1999.

6. Certificate of Occupancy for new 4 story, 47 unit, R-1 occupancy apariment building with Type 1-F.R. first floor and 2level basement S-3 occupancy parking garage at 3400 Cahuenga Boulevard (Building D), issued by the Los Angeles DepaJiment of Building and Safety, pursua11t to Building Permit No. 04010-10000-03194, and dated January 28, 2008.

7. Ceriificate of Occupancy for cha11ge of use of existing office to A-3 I B occupancy health club at 3400 Cahuenga Boulevard (Building A), issued by the Los Angeles Department of Building and Safety, pursuant to Building Permit No. 04014-10000-11698, and dated March 6, 2008.

8. Ceriificate of Occupancy for new swimming pool and spa at 3400 Cahuenga Boulevard, issued by the Los Angeles Department of Building and Safety, pursuant to Building Permit No. 06047-10000-01382, and dated March 7, 2008.

Building Permits issued by the Los Angeles Department of Building and Safety:

Permit Numbers 09046-90000-00087; 07043-90000-01749; 07044-90000-08437; 07045-10000-00011; 06044-10001-12066; 06044-90000-12066; 07044-90000-07684; 07044-90000-08480; 07044-90000-07519; 07042-10001-01127; 07042-90000-01127; 07042-10001-01128; 07042-90000-01128; 07042-90000-02488; 07045-90000-00201; 09041-90000-1 0030; 04010-10000-03194; 05020-1 0000-00009; 09044-2000 1-03840; 07046-10001-00474;

LA\3425442.10

13

Building Permits issued by the Los Angeles Department of Building and Safety (continued):

Permit Numbers 07046-10000-004 74; 06042-20000-25763; 07016·1 0000-21557; 08016-20000-17476; 10016-2 0000-04091; 11016-20000-13619; 09041-20000-10722; 09041-10000-14285; 08043-10000-03423; 09043-10000-00044; 09043-10000-01437; 07042-10000-00592; 11042-20000-16535; 05048-10000-01373; 07048-20000-00374; 07048-20000-00708; 07048-20000-01814; 09016-10000-03 925; 09016-20000-04184; 06016-1 0000-21995; 06016-1 0002-21995; 07043-1000 1-00097; 06041-10000-26541; 07043-10000-00885; 07043-30000-00097; 08041-20000-24409; 07046-10001-00493; 04014-10000-11698; 04014-10001-11698; 04041-10000-31571; 06041-1 0000-30934; 06041-1 0000-29082; 07041-20000-04487; 06046-1 0000-00935; 07046-10000-00173; 06043-1 0000-03056; 04044-10000-12794; 05042-10000-14087; 06042-1 0000-27242; 07042-1 0000-05677; 06047-10000-0 1382; 1 00 16-20000-067 4 7; 07046-10002-00493;

LA\3425442.10

14

Building Permits issued by the Los Angeles Department of Building and Safety (continued):

Pem1it Numbers 05043-10008-03011; 06043-10002-01961; 05044-10001-0 1613; 06044-10002-12304; 06044-10003-12304; 05042-10001-00115; 05042-10001-28780; 07042-10001-07594; 05016-1 0000-21220; 06016-20000-15281; 06016-10000-21417; 06016-10001-21417; 09041-20000-05469; 07048-20000-0 1898; 06041-20000-19495; 07041-20000-11240; 06041-20000-28989; 05030-10000-00745

LA\3425442.10

15

EXHIBITB

AMENDMENTS TO THE PURCHASE AND SALE AGREEMENT

See attached

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this "Amendment") is made as of May 23, 2014 (the "Amcndmrnt Effective Date"), by and between NBCUNIVERSAL MEDIA, LLC, a Delaware limited liability company ("IDmi'), and CAHUENGA INVESTORS, LLC, a California limited liability company ("Seller'').

RECITALS

A. Buyer and Seller have entered into that certain Purchase and Sale Agreement and Escrow Instructions (the "Agreement") dated as of February 7, 2014, pursuant to which Buyer has agreed to purchase from Seller, and Seller has agreed to sell to Buyer, the Property, which consists of, among other things, certain real property located at 3400 Cahuenga Boulevard in Los Angeles, California, all upon the terms and subject to the conditions contained in the Agreement.

B. Buyer and Seller desire to amend the Agreement as more fully set forth below.

NOW, THEREFORE, with reference to the foregoing Recitals, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Buyer and Seller agree as follows:

I. Definitions. All capitalized terms not otherwise defined herein shall retain the meanings ascribed to them in the Agreement.

2. Deposit. Section 1.5 of the Agreement is amended hereby to delete the sentence begirurlng with "Additionally, if Buyer shall deliver Buyer's Election to Proceed prior to the end of the Feasibility Period .... "and replace such sentence with the following language:

"Additionally, on or before May 28, 2014, Buyer shall deposit into Escrow the sum of Seven Hundred Fifty Thousand Dollars ($750,000.00) in Good Funds {the "Additional Deposit"; and the Initial Deposit, less the Diligence Option Payment, together with the Additional Deposit, the "Deposit")."

3. Deposit as Liquidated Damages. Section 1.6 of the Agreement is arnenoed hereby and restated as follows;

"Section 1.6 Deposit as Liquidated Damages. EXCEPT AS OTHER WISE SPECIFICALLY SET FOR Til HEREIN AND PROVIDED THAT SELLER IS NOT IN BREACH HEREOF AND BUYER HAS DELIVERED AN ELECTION TO PROCEED PURSUANT TO SECTION 3.3 BELOW, THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES IN THE EVENT TIIE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED SOLELY AS A RESULT OF BUYER'S REFUSAL OR INABILITY TO DO SO IN VIOLATION OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT SO CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY

LA\3568913.6

SEPARATELY EXECUTING TIUS SECTION 1.6 BELOW, THE PARTIES ACKNOWLEDGE THAT THE NONREFUNDABLE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIA T!ON, AS THE PARTIES' REASONABLE EST!MA TE OF SELLER'S DAMAGES, AND AS SELLER'S SO:(.E AND EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT THE CLOSING DOES NOT OCCUR SOLELY AS A RESULT OF BUYER'S REFUSAL OR INABILITY TO DO SO IN VIOLATION OF THIS AGREEMENT AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM SUCH FAILURE OF THE SALE TO CLOSE; AND SUCH AMOUNT SHALL BE IN LIEU OF ANY OTHER MONETARY OR OTHER RELIEF TO WHICH SELLER MAY OTHERWISE BE ENTITLED BY VIRTUE OF THIS AGREEMENT OR BY OPERATION OF LAW. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTION 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY W AlVES CIVIL CODE SECTION 3389. BY THEIR SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, BUYER AND SELLER ACKNOWLEDGE THAT THEY HA VB READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUID A TED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED.

SELLER:


~~~D{M_ Title: M 6./AG,.,i G M 6. M 15!f-J'L-

BUYER:

NBCUN!VERSAL MEDIA, LLC, a Delaware limited liability company

By:~~ Name: Title: ;;-!.4.d"'7""-"'-':::?'"""'~'-----~C<f?'l,

4. Extended Feasibility Period. Buyer represents that it has satisfied itself with respect to its review of the Pt<>perty except as provided in new Section 3.1.1. The following shall be added directly after Section 3.1 of the Agreement, as a new Section 3.1.1 to the Agreement:

"Section 3.1.1 Extended Feasibility Period. Notwithstanding Section 3.1, up unttl 5:00p.m. (local time at the Property) on June 16, 2014 (the "Extended Feasibility Period"), Buyer shall have the right to conduct diligence with regard to the following Hems (the "Outstanding Diligence"):

(a) Satisfy itself as to the matters with regard to the Fitness lease;

(b) SatisfY itselftlmt all necessary approvals for construction of the On-Ramp have or will be obtained, including without limitation, approval by Cal trans;

(c) Satisfy itself that the City has approved the acquisition of the entire Real Properly by the City in lieu of condemnation and the conveyance, immediately thereafter, of the

2 LA\3568913.6

entire Real Property to NBCUniversal Media, LLC, and that such approval shall Wee final effect prior to the Closing Date (as such term is hereinafter defined); and

(d) Confinn that the Servicer under the Loan Agreement consents to the pay off of the Loan Balance (as such terms are hereinafter defined)."

5. Right ofTermination. Section 3.3 of the Agreement is amended hereby and restated as follows:

"Section 3.3 Right of Termination If for any reason whatsoever Buyer determines that any aspect of the Outstanding Diligence items listed in Section 3.1.1 hereof makes the Property unsuitable for Buyer's acquisition, Buyer shall have the right, prior to the . expiration of the Extended Feasibility Period, to give written notice thereof to Seller and Escrow Holder. If Buyer gives such notice, this Agreement shall terminate and neither party shall have any further obligations hereunder (except for any indenmity obligations of either party pursuant to the other provisions of this Agreement), the Deposit and all interest thereon, less Seven Hundred and Fifty Thousand Dollars ($750,000), shall be returned to Buyer, the Seven Hundred and Fifty Thousand Dollars ($750,000) shall be delivered to the Seller, and each party shall bear its own costs incurred hereunder. If Buyer fails to give Seller and Escrow Holder either a notice of termination or an Election to Proceed (as hereinafter defined) prior to the expiration of the Extended Feasibility Period, then Buyer shall be deemed 1o have disapproved the Outstanding Diligence items and the provisions of the inunediately preceding sentence shall apply. If Buyer elects to proceed with the purchase of the Property pursuant to the terms hereof, Buyer shall notifY Seller and the Escrow Holder in writing of Buyer's intent to proceed with such purchase (the "Election to Proceed") prior to the expiration of the Extended Feasibility Period; such notice shall constitute Buyer's election not to terminate tWs Agreement pursuant to this Section 3.3."

6. Fjtness Lease. The second to last sentence of Section 3.4 of the Agreement is amended to substitute ''Extended Feasibility Period" for "Feasibility Period".

7. Loan Agreement. Section 3.5 of the Agreement is amended hereby and restated as follows:

"Section 3.5 Loan Agreement. Buyer and Seller acknowledge and agree that the Property is currently encumbered by a deed of trust (the "Deed of Trust") and other related encumbrances securing Seller's obligations under that certain Loan Agreement, dated as of February 9, 2012, between Seller, as borrower, and Cantor Commercial Real Estate Lender, LP., as lender (!lie "Loan Agreement''), and that the Loan Agreement and the Deed ofT rust impose certain requirements on the transfer of the Property. Buyer shall use commercially reasonable effurts to .coordinate with the servicer for the lender under the Loan Agreement {"Servicer"), at Buyer's sole cost and expense, to effect the conveyance contemplated by this Agreement in compliance with the Loan Agreement (Le., without creating any default thereunder) anc at no additional cost to Seller. Buyer may elect not to proceed with the purchase of the Property in accordance with Section 3.3 ifBuyer cannot achieve a resolution with respect to the Loan Agreement that is satisfactory to Buyer in Buyer's sole and absolute discretion. If Buyer elects, or is deemed to have elected, not to proceed with the purchase of the Property in accordance with Section 3.3, this Agreement shall terminate and neither party shall have any fintherobligations hereunder (except for any indenmity obligations of either party pursuant to the other provisions of this Agreement), the Deposit shall be returned to Buyer in accordance with Section 3.3, and each party shall bear its own costs incurred hereunder. If Buyer elects to proceed with the

3 LA\3568913.{;.

purchaseofthe Property in accordance with Section 3.3, Buyer shall pay off the amount of the outstanding principal and interest balance of the Loan, not including yield maintenance, if any (the "Loan Balance"), at no cost to Seller (other than the reduction of the Purchase Price payable to Seller by the amount of funds necessary to pay off the Loan Balance as of the Closing Date). Buyer and Seller understand and acknowledge that the entire Real Property (and not less than the entire Real Property) will be acquired by the City through an assigrunent of this Agreement under threat of condemnation for use of the Real Property (or a portion thereof) for construction of the On-Ramp. Seller acknowledges that in the event that Buyer has previously delivered its Election to Proceed prior to the ellpiration of the Extended Feasibility Period, Buyer shall have the right, in accordance with Section 11.3 hereof, to assign this Agreement to the City to effectuate the purchase of the of the Real Property in lieu of condernoation and such conveyance to the City shall be effectuated in accordance with this Agreement at no cost to Seller (other than the reduction of the Purchase Price payable to Seller by the amount of funds necessary to pay off the Loan Balance as of the Closing Date)."

8. Tenant Leases. The first sentence ofSection 5.l(aa) of the Agreement is amended hereby to read as follows:

"With respect to the Leases and tenants (''Tenants'') listed on the Rent Roll provided to Buyer by Seller, except as provided to the contrary in a writing provided by Seller to Buyer during the Feasibility Period or in other Due Diligence Materials provided to Buyer, or, as to Fitness, in a writing provided by Seller to Bnyer during the Extended Feasibility Period or in other Due Diligence Materials provided to Buyer:"

9. Casualty. The first sentence of Section 8.1 of the Agreement is amended to substitute "Extended Feasibility Period" for "Feasibility Period".

10. Conntetparts. This Amendment may be executed in counterparts, all such executed counterparts shall constitute the same agreement, and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

11. No Other Amendments. The Agreement bas not been amended other than by this Amendment and, as amended by this Amendment, the Agreement is and remains in full force and effect and is hereby ratified and confirmed by Buyer and Seller. in the event of any conflict between this Amendment and the Agreement, the terms of this Amendment shall prevail.

4 U\3568913.6

IN WITNESS WHEREOF, the parties hereto have du1y executed this Agreement as of the Amendment Effective Date.

SELLER:

CAHUENGA INVESTORS, LI..C, a California limited liability company

By:~ Name: ~~f GfJ Di...E(\...; Title: ,&A /c6uJ6 M &A@'UC

BUYER:

NBCUNIVERSAL MEDIA, LLC,

::ela~C Nam~~J~~~~~~~~~------------~~ Title: f.4rr<(C-.6etf, d-<,~~4'?17~

5 LA\3568913.6

ACKNOWLEDGMENT

Escrow Holder executes this Amendment below solely for the pwpose of acknowledging that it agrees to be bound by the provisions respecting Escrow, Closing and tennination of the Agreement (including, without limitation, the amendments to Sections 1.5, 1.6, and 3.3 of the Agreement).

ESCROW BOLDER:

FIDELITY NATIONAL mLE.Ili\Slf!V<'llfO!l.:COMP ANY,

6 LA\356S9l3.6

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS

This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this "Second Amendment") is made as of June JL 2014 (the "Second Amendment Effective Date"), by and between NBCUNIVERSAL MEDIA, LLC, a Delaware limited liability company ("Buyer"), and CAHUENGA INVESTORS, LLC, a California limited liability company ("Seller").

RECITALS

A. Buyer and Seller have entered into that certain Purchase and Sale Agreement and Escrow Instructions (the "Agreement") dated as of February 7, 2014, pursuantto which Buyer has agreed to purchase from Seller, and Seller has agreed to sell to Buyer, the Property, which consists of, among other things, certain real property located at 3400 Cahuenga Boulevard in Los Angeles, California, all upon the terms and subject to the conditions contained in the Agreement.

B. Buyer and Seller also have entered into that certain First Amendment to Purchase and Sale Agreement and Escrow Instructions, dated as of May 23, 2014 ("First Amendment'');

C. Buyer and Seller desire to further amend the Agreement as more fully set forth below.

NOW, THEREFORE, with reference to the foregoing Recitals, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Buyer and Seller agree as follows:

I. Definitions. All capitalized term11 not otherwise defined herein shall retain the meanings ascribed to them in the Agreement, as amended by the First Amendment.

2. Deposit Section 1.5 of the Agreement is hereby amended to add the following as the last sentence of the section: "As used in this Agreement, "business days" shall mean Monday through Friday excluding holidays officially observed by the City of Los Angeles and/or the County of Los Angeles.

3. Escrow Holder. The last sentence of Section 1.7 of the Agreement is amended hereby to substitute "Exhibit E" for "Exhibit F".

4. Conveyance of Title. Section 2.4 of the Agreement is amended hereby to add the following as the last sentence of the section: "Notwithstanding the foregoing, if this Agreement is assigned by Buyer to the City pursuant to Section 11.3 below, issuance of the Title Policy insuring City shall not be required."

5. Further Extended Feasibility Period. Buyer represents that it has satisfied itself with respect to the necessary approvals by Cal trans for construction of the On-Ramp. With respect to the remaining Outstanding Diligence, Section 3.1.1 is amended and hereby restated as

follows: "Section 3.1.1 Extended Feasibility Period. Notwithstanding Section 3.1, up until

5:00p.m. (local time at the Property) on June 23, 2014 (the "Extended Feasibility Period"), Buyer shall have the right to conduct diligence with regard to the following items (the "Outstanding Diligence"):

(a) Satisfy itself as to the matters with regard to the Fitness lease;

(b) Satisfy itself that the City has approved the acquisition of the entire Real Property by the City in lieu of condemnation and the conveyance, immediately thereafter, of the entire Real Property to NBCUniversal Media, LLC, or its assign, and that such approval shall take final effect prior to the Closing Date (as such term is hereinafter defined); and

(c) Confirm that the Servicer under the Loan Agreement consents to the pay off of the Loan Balance (as such terms are hereinafter defined)."

6. Time and Place of Closing. Section 4.1 ofthe Agreement is amended hereby to substitute "July 1, 2014" for "June 23, 2014."

7. Survival of Buyer's Representations and Warranties. Section 5.4 of the Agreement is amended hereby to substitute "Section 5.3" for "Section 5.5".

8. Confidentiality. Section 11.1 of the Agreement is amended hereby to add the following as the last sentence of the section: "Notwithstanding the foregoing, ifthis Agreement is assigned to the City pursuant to Section 11.3 below, nothing herein shall limit the ability of the City to comply with the California Public Records Act (Cal. Gov't Code Section 6250-6270) or any other applicable laws requiring disclosure."

9. Public Disclosure Section 1 I .2 of the Agreement is amended hereby to add the following as the last sentence of the section: "Notwithstanding the foregoing, if this Agreement is assigned to the City pursuant to Section 11.3 below, nothing herein shall limit the ability of the City to comply with the California Public Records Act (Cal. Gov't Code Section 6250-6270) or any other applicable laws requiring disclosure."

10. Assignment. Section 11.3 of the Agreement is amendedhereby to add the following new subsections ll.3(a), ll.3(b ), 11 (c) and 11 (d):

"(a) Buyer's Representations and Warranties in the Event of Assignment to City. If this Agreement is assigned to the City, the representations and warranties of Buyer in Section 5.3, and the survival of those representations and warranties as provided in Section 5.4, shall not apply to the City, but shall continue to apply to NBCUniversal Media, LLC. In addition, if the Agreement is assigned to the City, Section 4.7(c) of the Agreement shall not apply to the City, and all of the representations and warranties of Buyer contained in this Agreement, which shall continue to apply to NBCUniversal Media, LLC, shall be true and cmTect in all material respects as of the date the Agreement is assigned to the City (with appropriate modifications to the extent expressly permitted under this Agreement)."

2

"(b) _Seller's Representations and Warranties in the Event of Assignment to City. If this Agreement is assigned to the City, notwithstanding anything to the contrary set forth in the assignment documents or this Agreement, the representations and warranties of Seller in Section 5.1, and the survival of those representations and warranties as provided in Section 5.2, shall not be assigned to the City but shall continue to be for the benefit of and enforceable by NBCUniversal Media, LLC. In addition, if the Agreement is assigned to the City, notwithstanding anything to the contrary set forth in the assignment documents or this Agreement, the covenants and agreements in Section 7.4 of the Agreement shall not be assigned to the City but shall continue to be for the benefit of and enforceable by NBCUniversal Media, LLC as Buyer."

"(c) Fonn of Deed in the Event of Assignment to City. If this Agreement is assigned to the City, Section 4.2(a)(i) of this Agreement shall not apply, and Seller and Buyer shall instead deliver to Escrow Holder, no less than one (I) business day prior to Closing, a duly executed and notarized Deed in the fonn attached hereto as Exhibit R, conveying the Real Property to Buyer, subject only to the Pennitted Exceptions, and containing the approvals and certificate of acceptance executed by the City on page 2 of the Deed."

"(d) Buyer's Indemnification Obligations in the Event of Assignment to City. If this Agreement is assigned to the City, any obligations ofBuyer to indemnify Seller, including without limitation the indemnification obligations set forth in the last paragraph of Section 3.1 of this Agreement and Article IX of this Agreement, shall not be assigned to City but shall continue to apply and be enforceable against NBCUniversal Media LLC."

following: 11. Notices. Section 11.4 ofthe Agreement is amended hereby to add the

"If to the City: (following assignment of this Agreement to City)

with a copy to:

The City of Los Angeles General Services Department Ill E. First Street Los Angeles, California 90012 Attn: Tony M. Royster, General Manager

The Office of the City Attorney 800 City Hall East 200 N. Main Street Los Angeles, California 90012 Attn: Edward Young, Deputy City Attorney

12. Exhibit List. Page iii of the Agreement is hereby amended to include at the end of the list of Exhibits the following:

"R FORM OF.DEED TO CITY"

13. Exhibit R to the Agreement is attached hereto.

14. Counterparts. This Second Amendment may be executed in CO!mterparts, aH such executed counterparts shaH constitute the same agreement, and the signature of any party

3

to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

15. No Other Amendments. As of the Second Amendment Effective Date, the Agreement has not been amended other than by the First Amendment and this Second Amendment and, as amended by the First Amendment and this Second Amendment, the Agreement is and remains in full force and effect and is hereby ratified and confinned by Buyer and Seller. In the event of any conflict between this Second Amendment and the Agreement, the tenns of this Second Amendment shall prevail.

IN WITNESS WHEREOF, the parties hereto have duly executed this Second Amendment as of the Second Amendment Effective Date.

SELLER:


By: . <,.g . j ~~ e: ·(j Tit.==; BUYER:

NBC UNIVERSAL MEDIA, LLC, a Delaware limited liability company

By: Name: Title: ---------------

4

to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

15. No Other Amendments. As of the Second Amendment Effective Date, the Agreement has not been amended other than by the First Amendment and this Second Amendment and, as amended by the First Amendment and this Second Amendment, the Agreement is and remains in full force and effect and is hereby ratified and confirmed by Buyer and Seller. In the event of any conflict between this Second Amendment and the Agreement, the terms of this Second Amendment shall prevaiL

IN WITNESS WHEREOF, the parties hereto have duly executed this Second Amendment as of the Second Amendment Effective Date.

SELLER:


By: Name: ______________________________ _

Title:

BUYER:

NBCUNIVERSAL MEDIA, LLC,

:~elaware~

Name: Corinne Verdery Title: Chief Real Estate Development Officer

4

ACKNOWLEDGMENT

Escrow Holder executes this Amendment be low solely for the purpose of acknowledging that it agrees to be bound by the provisions respecting Escrow, Closing and termination of the Agreement.

ESCROW HOLDER:

FIDELITY NATIONAL TITLE SURANCE COMPANY,

5

RECORDING REQUESTED

The City of Los Angeles When Recorded Mail To

City of Los Angeles City of Los Angeles General Services Department Real Estate Services Division

111 E. First St., Room 201 Los Angeles, CA 90012

APN Nos. 2425-001-059,2425-001-061

Grant Deed

Free recording in accordance with California Government Code section 6103

The City of Los Angeles is acquiring title pursuant to this Grant Deed. Pursuant to Califomia Revenue and Taxation Code§ 11922, this conveyance is exempt from the Documentary Transfer Tax.

FOR A VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, CAHUENGA INVESTORS, LLC, a California limited liability company,

hereby GRANT(S) to THE CITY OF LOS ANGELES, a California municipal corporation,

the real property in the City of Los Angeles, County ofLos Angeles, State of California, as all of its right, title and interest in and to that certain real property situated in the City and County of Los Angeles, State of California, described on Exhibit A, attached hereto and by this reference incorporated herein, together with all improvements thereon, subject to all liens and encumbrances of record and matters apparent.

IN WITNESS WHEREOF, the undersigned has executed this Grant Deed dated as of ___ ____, 2014.


By: ___________ _

Name: Title: ____________ _


COUNTYOF ________ ~

On 2014, before me, a notary public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

Witness my hand and official seal.

Signature------------ (Seal)

CAIDJENGA INVESTORS, LLC., a California limited liability company

TO

THE CITY OF LOS ANGELES, a municipal corporation

GRANT DEED

Dated:

CERTIFICATE OF ACCEPTANCE

This is to certify that the interest in real prOperty conveyed by the within deed or grant to the City of Los Angeles, a municipal corporation. is hereby accepted under the authority of tl1e City Council ofthe City of Los Angel~ Council File 12-1657-S4, and the grantee consents to the recordation thereof by its duly authorized officer.

By: _____ -:--,-:------Authorized Officer

Date: _________ ~2"'0'-'loc4 ___ _

JOB TITLE: 3400 and 3402 Cahuenga Boulevard

Los Angeles, CA 90068

APNs 2425-001-059 2425-001-061

Checked as to parties, marital status, dates, signatures, acknowledgments and corporate seal

By: Authorized Officer

Approved as to Authority ________ .._,0,_,1"'4

By. ________________ _

Authorized Officer

Approved as to Description --------'-"20,_,1""4

By:

Approved as to fonn _________ _._,2,.1""4


By: --===-=-==:-::---:c-:---EDWARD C. YOUNG, Deputy City Attorney

Council File No. 12-1657-$4

----------------------------------------------------

Exhibit A to Deed to City

LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL 1:

PARCEL "C", IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ONPARCELMAP L.A. NO. 5343,FILEDINBOOK 172, PAGES 5 AND 6 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 2425-001-059

PARCEL2:



APN: 2425-001-061

EXHIBITC

FORM OF PRELIMINARY CHANGE OF OWNERSHIP REPORT

See attached

BOE-502-A (P1) REV. 12 {05-13) ASSR-70 (R~V. 07-13)

PRELIMINARY CHANGE OF OWNERSHIP REPORT lf-----::Fc:'OC:R'c'-R_E_C_O_R~':~_·s_u_S_E _?._NL_Y __ _

DOCUMEI>JT NO./ RECORDING DATE

To be completed by the transferee (buyer) prior to a transfer of subject property, in accordance with section 480.3 of the Revenue and Taxation Code. A Preliminary Change of Ownership Report must be filed with each conveyance in the County Recorder's office for the county where the property is located.

NAME AND MAILING ADDRESS OF BUYER/TRANSFEREE (Make necessary corrections to the p!lnled name and mailing address)

r C~y e! losAAge\o~ Genora! ScM""• O<!paAm<>Ol Real E~ato Services o;.;""" \11 E. Flr.-J st .. Room 201 L<» Mgoleo. CA 90012

L

STREET ADDRESS OR PHYSICAL LOCATION OF REAL PROPERTY

3400 and 3402 Cahuenga Blvd., Los Angeles, CA MAll PROPERTY TAX INFORMATION TO (NAME)

Valuing People and Property

_j

ASSESSOR'S PARCEL NUMBER

2425-001-059 and 061 SELLER/TRANSFEROR

Cahuenga Investors, LLC

BUYER'S DAYTIME TELEPHONE NUMBER

( 213) 922-8500 BUYER"S EMAIL ADDRESS

City of Los Angeles, General Services Department, Real Estate Services Division ADDRESS

I CITY STATE ZIP CODE

111 E. First St., Room 201 Los Angeles, CA 90012 DAY YEAR

DYES ~NO This property is intended as my principal residence. If YES, please indicate the date of occupancy I MO

lYJ or intended

PART 1, TRANSFER INFORMATION Please complete a// statements. This section contains possible exclusions from reassessment for certain types of transfers.

YES NO

0 [{] A. This transfer is solely between spouses (addition or removal of a spouse, death of a spouse, divorce settlement, etc.).

0 [Z] B. This transfer is solely between domestic partners currently registered with the California Secretary of State (addition or removal of a partner, death of a partner, termination settlement, etc.).

D 0 *C. This is a transfer: D between parent(s) and child(ren) 0 from grandparent(s) to grandchild{ren).

0 [{] *D. This transfer is the result of a cotenant's death. Date of death------------

0 [{]*E. This transaction is to replace a principal residence by a person 55 years of age or older. Within the same county? DYES D NO

0 [{] * A F. This transaction is to replace a principal residence by a person who is severely disabled as defined by Revenue and Taxation Code section 6R5. Within the same county? 0 YES D NO

D D D

[{] G. This transaction is only a correction of the n~me{s) ofthe person{s) holding title to the property (e.g., a name change upon marriage).

0 0

00

00 00

If YES, please explain: __________________________________ _

H. The recorded document creates, terminates, or reconveys a lender's interest in the property.

I. This transaction is recorded only as a requirement for financing purposes or to create, terminate, or reconvey a security interest

(e.g., cosigner). If YES, please explain: ------------------------------

J. Tne recor-ded document substitutes a trustee of a trust, mortgage, or other similar document

K. This is a transfer of property:

1. to/from a revocable trust that may be revoked by th0 transferor and is for the benefit of

0 the transferor, and/or 0 the transferor's spouse 0 registered domestic partner.

2. to/from a trust that may be revoked by the creator/grantor/trustor who is also a joint tenant, and which names the other joint tenant(s) as beneficiaries when the creator/grantor/trustor dies.

0 [{] 3. to/from an irrevocable trust for the benefit of the

D creator/grantor/trustor and/or 0 grantor's/trustor's spouse 0 grantor's/trustor's registered domestic partner.

0 [{] L. This property is subject to a lease with a remaining lease term of 35 years or more including written options.

0 [{] M. This is a transfer between parties in which proportional interests of the transferor(s} and transferee(s) in each and every parcel being transferred remain exactly the same after the transfer.

0 [{] N. This is a transfer subject to subsidized low-income housing requirements with governmentally imposed restrictions.

0 [{] * 0. This transfer is to the first purchaser of a new building containing an active solar energy system.

* Please refer to the instructions for Part 1.

Please provide any other information that will help the Assessor understand the nature of the transfer.

THIS DOCUMENT IS NOT SUBJECT TO PUBLIC INSPECTION

BOE-502-A (P2) REV. 12 (05-13) ASSR-70 (REV. 07-13)

PART 2. OTHER TRANSFER INFORMATION Check and complete as applicable. A. Date of transfer, if other than recording date:

B. Type of transfer;

[{J Purchase 0 Foreclosure 0 Gift 0 Trade or exchange 0 Merger, stock, or partnership acquisition (Form BOE-100-8}

0 Contract of sale. Date of contract 0 Inheritance. Date of death:

0 Sale/leaseback 0 Creation of a lease 0 Assignment of a lease 0 Termination of a !ease. Date lease began: ---..,.--,----

0 Original term in years (including written options); __ Remaining term in years (including written options):

Other. Please explain: --

C. Only a partial interest in the property was transferred.

PART 3. PURCHASE PRICE AND TERMS OF SALE A. Total purchase price

NO If YES, indicate the percentage transferred:

Check and complete as applicable. 1 $ so.ooo.ooo

B. Cash down payment or value of trade or exchange excluding closing costs Amount$ 1,250,000

%

C. First deed of trust@ ___ % interest for ___ years. Monthly payment$ Amount $_-_,0'-------

D FHA L_Discount Points} 0 Cal-Vet 0 VA l__Discount Points} 0 Fixed rate O Variable rate

0 Bank/Savings & Loan/Credit Union D Loan carried by seller

0 Balloon payment$ Due date:------

0. Second deed of trust@ ___ % interest for ___ years. Monthly payment$ Amount $c...--=O'--------

D Fixed rate 0 Variable rate 0 Bank/Savings & Loan/Credit Union 0 Loan carried by seller

0 Balloon payment$ Due date: ------

E. Was an Improvement Bond or other public financing assumed by the buyer? DYES [{]NO Outstanding balance $·-:~-----F. Amount, if any, of real estate commission fees paid by the buyer which are not included in the purchase price $._-_0_--c-----

G. The property was purchased: 0Through real estate broker. Broker name: Phone number: ~{---'------0 Direct from seller 0 From a family member-Relationship---------

[{] Other. Please explain: Direct from Seller, in lieu of condemnation

H. Please explain any special terms, seller concessions, broker/agent fees waived, financing, and any other information (e.g., buyer assumed the existing loan balance) that would assist the Assessor in the valuation of your property.

PART 4. PROPERTY INFORMATION Check and complete as applicable.

A. Type of property transferred

0 Single-family residence

0 Multiple-family residence. Number of units

1Zl Other. Description: (i.e., timber, mineral, water rights, etc.} Multi-family and commercial

0 Co-op/Own-your-own

D Condominium

0 Timeshare

0 Manufactured home

0 Unimproved lot

0 Commercial/Industrial

B. DYES !{]NO Personal/business property, or incentives, provided by seller to buyer are included in the purchase price. Examples of personal property are furniture, farm equipment, machinery, etc. Examples of incentives are club memberships, etc. Attach list if available.

If YES, enter the value of the personal/business property: $ _____ _ Incentives $ --------

C. QYES [{]NO A manufactured home is included in the purchase price.

If YES, enter the value attributed to the manufacture"d home: $ _____ _

DYES 0 NO The manufactured home is subject to local property tax. 1f NO, ente:- decal number:

b. [{]YES 0 NO The property produces rental or other income.

If YES, the income is from: [ZJ Lease/rent 0 Contract 0 Mineral rights 0 Other:----------

E. The condition of the property at the time of sale was: QGood IZJAverage 0Fair QPoor

Please describe:============================================= CERTIFICATION

I certify (or declare) that the foregoing and aff information hereon, including any accompanying statements or documents, is true and correct to the best of my knowledge and belief.

SIGNATURE OF SUYERffRANSFEREE OR CORPORATE OFFICER DATE TELEPHONE

~ ( 213 ) 922-8500 NAME OF SUYERffRANSFEREE/LEGAL REPRESENTATIVE/CORPORATE OFFICER (PLEASE PRINT) TITLE EMAIL ADDRESS

The Assessor's office may contact you for add!t!Dnallnformatlon regardmg this transaction.

BOE-502-A (P3) REV. 12 (05-13) ASSR-70 (REV. 07-13)

ADDITIONAL INFORMATION

Please answer all questions in each section, and sign and complete the certification before filing. This form may be used in al! 58 California counties_ If a document evidencing a change in ownership is presented to the Recorder for recordation without the concurrent filing of a Preliminary Change of Ownership Report, the Recorder may charge an additional recording fee of twenty dollars ($20).

NOTICE: The property which you acquired may be subject to a supplemental assessment in an amount to be determined by the County Assessor. Supplemental assessments are not paid by the title or escrow company at dose of escrow, and are not included in lender impound accounts. You may be responsible for the current or upcoming property taxes even if you do not receive the tax bill.

NAME AND MAILING ADDRESS OF BUYER: Please make necessary corrections to the printed name and mailing address. Enter Assessor's Parcel Number, name of seller, buyer's daytime telephone number, buyer's email address, and street address or physical location of the real property.

NOTE: Your telephone number and/or email address is very important. If there is a question or a problem, the Assessor needs to be able to contact you.

MAIL PROPERTY TAX INFORMATION TO: Enter the name, address, city, state, and zip code where property tax information should be mailed. This mu$t be a valid mailing address.

PRINCIPAL RESIDENCE: To help you determine your principal residence, consider (1) where you are registered to vote, (2) the home address on your automobile registration, and (3) where you normally return after work. If after considering these criteria you are still uncertain, choose the place at which you have spent the major portion of your time this year. Check YES if the property is intended as your principal residence, and indicate the date of occupancy or intended occupancy.

PART 1: TRANSFER INFORMATION

If you check YES to any of these statements, the Assessor may ask for supporting documentation.

C,D,E, F: If you checked YES to any of these statements, you may qualify for a property tax reassessment exclusion, which may allow you to maintain your property's previous tax base. A claim form must be filed and all requirements met in order to obtain any of these exclusions. Contact the Assessor for claim forms. NOTE: If you give someone money or property during your life, you may be subject to federal gift tax. You make a gift if you give property (including money), the use of property, or the right to receive income from property without expecting to receive something of at least equal value in return. The transferor (donor) may be required to file Form 709, Federal Gift Tax Return, with the Internal Revenue Service if they make gifts in excess of the annual exclusion amount.

G: Check YES if the reason for recording is to correct a name already on title [e.g., Mary Jones, who acquired title as Mary J. Smith, is granting to Mary Jones]. This is, not for use when a name is being removed from title.

H: Check YES if the change involves a lender, who holds title for security purposes on a loan, and who has no other beneficial interest in the property.

"Beneficial interest" is the right to enjoy all the benefits of property ownership. Those benefits include the right to use, sell, mortgage, or lease the property to another. A beneficial interest can be held by the beneficiary of a trust, while legal control of the trust is held by the trustee.

1: A "cosigner" is a third party to a mortgage/Joan who provides a guarantee that a loan will be repaid. The cosigner signs an agreement with the lender stating that if the borrower fails to repay the loan, the cosigner will assume legal liability for it.

M: This is primarily for use when the transfer is into, out of, or between legal entities such as partnerships, corporations, or limited liabllity companies. Check YES only if the interest held in each and every parcel being transferred remains exactly the same.

N: Check YES only if property is subject to subsidized low-income housing requirements with governmentally imposed restrictions; property may qualify for a restricted valuation method (i.e., may result in !ower taxes).

0: lfyou checked YES, you may qualify for a new construction property tax exclusion. A claim form must be filed and all requirements met in order to obtain the exclusion. Contact the Assessor for a claim form.

PART 2: OTHER TRANSFER INFORMATION

A: The date of recording is rebuttably presumed to be the date of lransfer. If you believe the date of transfer was a different date (e.g., the transfer was by an unrecorded contract, or a !ease identifies a specific start date), put the date you believe is the correct transfer date. If it is not the date of recording, the Assessor may ask you for supporting documentation.

B: Check the box that corresponds to the type of transfer. If OTHER is checked, please provide a detailed description. Attach a separate sheet if necessary.

BOE-502-A(P4) REV 12 (05-13) ASSR-70 (REV. 07-13)

PART 3: PURCHASE PRICE AND TERMS OF SALE

It is important to complete this section completely and accurately. The reported purchase price and terms of sale are important factors in determining the assessed value of the property, which is used to calculate your property tax bill. Your failure to provide any required or requested information may result in an inaccurate assessment of the property and in an overpayment or underpayment of taxes.

A. Enter the total purchase price, not including closing costs or mortgage insurance.

"Mortgage insurance" is insurance protecting a lender against loss from a mortgagor's default, issued by the FHA or a private mortgage insurer.

B. Enter the amount of the down payment, whether paid in cash or by an exchange. If through an exchange, exclude the closing costs.

"Closing costs" are fees and expenses, over and above the price of the property, incurred by the buyer and/or seller, which include title searches, lawyer's fees, survey charges, and document recording fees.

C. Enter the amount of the First Deed of Trust, if any. Check all the applicable boxes, and complete the information requested.

A "balloon payment" is the final installment of a loan to be paid in an amount that is disproportionately larger than the regular installment.

D. Enter the amount of the Second Deed of Trust, if any. Check all the applicable boxes, and complete the information requested.

E. If there was an assumption of an improvement bond or other public financing with a remaining balance, enter the outstanding balance, and mark the applicable box.

An "improvement bond or other public financing" is a lien against real property due to property-specific improvement financing, such as green or solar construction financing, assessment district bonds, Mello-Roos (a form of financing that can be used by cities, counties and special districts to finance major improvements and services within the particular district) or general improvement bonds, etc. Amounts for repayment of contractual assessments are included with the ~nnual property tax bilL

F. Enter the amount of any real estate commission fees paid by the buyer which are not included in the purchase price.

G. If the property was purchased through a real estate broker, check that box and enter the broker's name and phone number. If the property was purchased directly from the seller (who is not a family member of one of the parties purchasing the property), check the "Direct from seller" box. If the property was purchased directly from a member of your family, or a family member of one of the parties who is purchasing the property, check the "From a family member" box and indicate the relationship of the family member (e.g., father, aunt, cousin, etc.). If the property was purchased by some other means (e.g., over the Internet, at auction, etc.), check the "OTHER" box and provide a detailed description (attach a separate sheet if necessary).

H. Describe any special terms {e.g., seller retains an unrecorded life estate in a portion of the property, etc.), seller concessions (e.g., seller agrees to replace roof, seller agrees to certain interior finish work, etc.), broker/agent fees waived (e.g., fees waived by the broker/agent for either the buyer or seller}, financing, buyer paid commissions, and any other information that will assist the Assessor in determining the value of the property.

PART 4: PROPERTY INFORMATION

A. Indicate the property type or property right transferred. Property rights may include water, timber, mineral rights, etc.

B. Check YES if personal, business property or incentives are included in the purchase price in Part 3. Examples of personal or business property are furniture, farm equipment, machinery, etc. Examples of incentives are club memberships (golf, health, etc.}, ski lift tickets, homeowners' dues, etc. Attach a list of items and their purchase price allocation. An adjustment will not be made if a detailed list is not provided.

C. Check YES if a manufactured home or homes are included in the purchase price. Indicate the purchase price directlY attributable to each of the rr1anufactured homes. If the manufactured home is registered through the Departme'nt of Motor Vehicles in lieu of being subject to property taxes, check NO and enter the decal number.

D. Check YES if the property was purchased or acquired with the intent to rent or lease it out to generate income, and indicate the source of that anticipated income. Check NO if the property will not generate inc.ome, or was purchased with the intent of being owner-occupied.

E. Provide your opinion of the condition of the property at the time of purchase. If the property is in "fair" or "poor" condition, include a brief description of repair needed.

COUNTY OF LOS ANGELES • OFFICE OF THE ASSESSOR 500 WEST TEMPLE STREET, ROOM 225, LOS ANGELES, CA 90012-2770 Website: assessor.!acounty.gov • Email: [email protected],gov

Telephone: 213.974.3441 • Si desea ayuda en Espafiot, name al nUmero 213.974.3211

EXHIBITD

FORM OF TITLE POLICY CONSENTED TO BY NBCUNIVERSAL

See attached

Fidelity National Title Insurance Company

POLICY NO.: Pro Forma-23040980-0

Issued by


Any notice of claim and any other notice or statement in w1iting required to be given 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 CONTAJNED IN SCHEDULE B, AND THE CONDITIONS, FIDELITY NATIONAL TITI"E INSURANCE COMPANY, a California corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered ltisks 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 docnment 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 perfonn 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, v;olation, 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 Jaw, ordinance, penn it, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

27306 (6/06) ALTA Owner's Policy (6/17/06)

Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. AU other uses are prohibited. Reprinted under license from the American Land Title Association.

Order No.: 23040980-997-MAT Policy No.: Pro Fonna-23040980-0

(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 occun·ed and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated 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 l through 9 that has been created or attached or bas 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 a<; 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.

IN WITNESS WHEREOF, FIDELITY NATIONAL TITI"E INSURANCE COMPANY has caused this policy to be signed and sealed by its duly authorized officers.


Countersigned by:

Pro Forma Specimen ~

Authorized Signature

This is a Pro Forma Policy. It does not reflect the present state of the Title a11d is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company.

27306 (6/06) ALTA Owner's Policy (6117/06)

Copyright AmeriCan Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. AU other uses are prohibited. Reprinted under license from the American Land Title Association.

Order No.: 23040980-997-MAT Policy No.: Pro Fonna-23040980-0

EXCLUSIONS FROM COVERAGE

TI1e 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 ari<>e by rea<>on of' 1. (a) Any Jaw, ordinance, penn it, or governmental regulation (including those relating to building and z.oning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensjons 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 l(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, encwnbrances, 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 Jjmit the coverage provided under Covered Risk 9 and lO); or (e) resulting in Joss· 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 Jaws, 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 govenunenta! authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument oftransfer in the Public Records that vests Title as shown in Schedule A.

!. DEFINITION OF TERMS TI1e 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.

(i) 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, persona! 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 actudl 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 whollyw 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

27306 (6/06)

CONDITIONS

instnunent established by the Insured named in Schedule A for estate p!arming 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 c\_aiming Joss or damage_

(f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Jnsured 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 tlmt 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 ofthe clerk of the United States District Court for the district where the Land is located.

(i) "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 shaH have I iability 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 rrompt notlce, 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 othei matter insured against by this pol icy that constitutes the basis· of Joss or damage and shaH state, to the extent possible, the basis of calculating the amount of the loss or damage.

ALTA Owner's Policy (6117/06)

Copyright American Land Title Association. All rights reserved. The use of this Fofm is restricted to ALTA licensees and ALTA members in good standing as of the date of use. AU other uses are prohibited. Reprinted under license from the American Land Title Association.

Order No.: 23040980-997-MAT

5. DEFENSE AND PROSECUTION OF ACTIONS

(a) Upon v.rritten 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 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 tenus of this policy, whether or not it shall be liable to the Insured. The exercise of these right<; 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 pennitted by this policy, the Company may pursue the litigation to a final detennination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE

(a) In all cases ·where this policy pennits 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 a-, 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 tenninate, 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

27306 (6/06)

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 pe1mission, 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 infonnation designated a<:: confidential by the Insured Claimant provided· to the Company pursuant to this Section shaH 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 reac;onably requested infonnation, or grant pennission to secure reasonably necessary infonnation from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall tenninate 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 expemes 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 tenninate, 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' f~es, 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.

Unon 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 payment<:: required to be made, shall tenninate, 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

Policy No.: Pro Forma-23040980-0

by the fnsured Claimant who has suffered Joss 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 Jesser of

(i) the Amount ofinsurance; or (ii) the difference between the value of

the Title as insured and the value oftbe 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 l 0%, and

(ii) the Insured Claimant shall have the right to have the loss or damage detennined 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 rea~onab!y diligent mrumer by any method, including litigation and the completion of any appeals, it shall have fully perfonned its obligations with respect to that matter and shall not be liable for any loss or damage caused to tl1e 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 detennination 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 TERMINA TJON 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 1mder any policy insuring a Mortgage· to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken "ubject, or which is executed by an lnsured after Date of Policy and which is a charge or lien on tl1e 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 Joss or damage have been definitely fixed in accordance with these Conditions, the payment. shalJ 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

ALTA Owner's Policy (6/17/06)

Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under llcense from the American Land Title Association.

Order No.: 23040980-997-MA T

subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect 1o 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 pennit the Company to sue, compromise, or settle in tl1e 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.

(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

27306 (6/06)

provision, or to any other controversy or claim ariSing out of the tnmsaction 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 lnsured. 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 ENTffiE 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) A11y 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 al! of its tenns and provisions. Except as the endorsement expressly states, it does not (i) modify any of the tenns and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance.

Policy No.: Pro For·ma-23040980-0

16. SEVERABILITY In the event any provision of this policy, in

whole or in part, is held invalid or unenforceable under applicable Jaw, the policy shaH 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: llJe Jnsured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and appl !cable 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 tenns of this policy. In neitl1er cao:;e shall the court or arbitrator apply its conflicts of law principles to detennine 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 fidelity National Title Insurance Company, Attn: Claims Department, Post Office Box 45023, Jacksonville, Florida 32232-5023.

Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association.

Order No.: 23040980-997-MAT Policy No.: P1·o Forma~23040980-0


SCHEDULE A (V3)

This is a Pro Forma Policy. It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company.

Name aod Address of Title Insurance Company:

Policy No.: Pro Forma-23040980-0

Fidelity National Title Company 1300 Dove Street, Suite 310 Newport Beach, CA 92660

Address Reference: 3400 & 3402 Cahuenga Boulevard, Los Angeles, CA

Amount oflnsurance: $50,000,000.00

Date of Policy: PRO FORMA

I. Name oflnsured:

NBCUNIVERSAL CAHUENGA, LLC, a Delaware limited liability company

2. The estate or interest in the Land that is insured by this policy is:

AFEE

3. Title is vested in:

NBCUNIVERSAL CAHUENGA, LLC, a Delaware limited liability company

4. The Land referred to in this policy is described as follows:

See Exhibit A attached hereto and made a part hereof.

OrderNo.: 23040980-997-MAT

Premium: PRO FORMA

THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED

27306A (6/06) ALTA Owner's Policy (6/17/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association.

Order No.: 23040980-997-MAT Policy No.: Pro Forma~23040980~0

EXHIBIT A

LEGAL DESCRIPTION

TilE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF LOS ANGELES, STATE OF CALfFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL 1:

PARCEL "C", IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP L.A. NO. 5343, FILED IN BOOK 172, PAGES 5 AND 6 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 2425-001-059

PARCEL2:



APN: 2425-001-061

27306A (6106) ALTA Owner's Policy (6/!7106) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA r:nembers in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association.

2

Order No.: 23040980-997-MAT Policy No.: Pro Forma-23040980-0

SCHEDULEB

EXCEPTIONS FROM COVERAGE

This policy does not insure against loss or damage, and the Company will not pay costs, attomeys' fees, or expenses that arise by reason of:

B. Property taxes, which are a lien not yet due and payable, including any assessments collectecl with taxes to be levied for the fiscal year 2014-2015.

C. Intentionally deleted.

D. Intentionally deleted

E. The lien of supplemental taxes, if any, assessed pursuant to the provisions of Chapter 3.5 (Commencing with Section 75) of the Revenue and Taxation Code of the State of California, as a result of changes in ownership or new construction occurring on or after the Date of this Policy.

1. Water rights, claims or title to water, whether or not disclosed by the public records.

2. The right to construct, maintain and make certain street improvements and changes in the grade of the portion of Cahuenga FreeWay adjacent to said land, together with any abutters rights, including access rights, appurtenant to the Parcels of land abutting upon any portion of said proposed freeway therein designated as Parcel 3B, in connection with the improvement of said street.

Also certain easements and rights of way over that portion of said property described as Parcel 3C, in an action for the extension of slopes of fills and cuts which are necessary to improve, construct, maintain and to laterally and vertically support said street, reserving to the owners of said real properties, however, the right ay any time to remove such slopes, or portions thereof, upon removing the necessity. for maintaining such slopes, or portions thereof, or upon providing in place thereof other adequate lateral support, the design and construction of which shall be first approved by the City of Los Angeles, for the protection and support of said public streets and proposed freeway, as condemned by the City of Los Angeles, in Superior Court Los Angeles County Case No. 514682, by Final Decree entered December 02, 1948. A certified copy of said decree is recorded December 08, 1948 as Instrument No. 2294, in Book 28899, Page 176 of Official Records.

3. Lack of abutter's rights to Hollywood Freeway, including the right of access to and from abutting land, as contained in the Final Decree of Condemnation under Case No. 514682, Superior Conrt, Los Angeles County, a certified copy of which was recorded December 08, 1948 as Instrument No. 2294, in Book 28899, Page 176 of Official Records.

4. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:

Granted to: Purpose: Recording Date: Recording No: Affects:

27306B (6/06) ALTA Owner's Policy (6/17/06)

City of Los Angeles, u municipal corporation Poles and conduits March 22, I 962 3957, in Book D-1553, Page 350 of Official Records The Northeasterly 15 feet of Parcels 1 and 2


3


5. A covenant and agreement

Executed by: In favor of: Recording Date: Recording No:

SCHEDULER (Continued)

Hanna-Barbera Productions, Inc. The City of Los Angeles June 29, 1978 78-708098 of Official Records

Reference is hereby made to said document for full particulars.

This covenant and agreement provides that it shall be binding upon any future owners, encumbrancers, their successors or assigns, and shall continue in effect until the advisory agency approves termination.



Hanna-Barbera Productions, Inc. The City of Los Angeles July 14, 1978 78-769792 of Official Records





Hanna-Barbera Productions, Inc. The City of Los Angeles and the Advisory Agency August 22, 1983 83-972309 of Official Records


This covenant and agreement provides that it shall be binding upon any future owners, encumbrancers, their successors Or assigns, and shall continue in effect until the advisory agency approves tennination.



Hanna-Barbera Productions, Inc. The City of Los Angeles February 24, 1984 84-232564 of Official Records


This covenant and agreement provides that it shall be binding upon any future owners, encumbrancers, their successors. or assigns, and shall continue in effect until the advisory agency approves tennination.

27306B (6/06) ALTA Owner's Policy (6117/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association.

4

Order No.: 23040980-997-MA T Policy No.: Pro Forma~23040980-0

· 9. A covenant and agreement


SCHEDULEB (Continued)



This covenant and agreement provides that it shall be binding upon any future owners, encumbrancers~ their successors or assigns, and shall continue in effect until the advisory agency approves termination.





This covenant and agreement provides that it shall be binding upon any future owners, encumbrancers, their successors or assigns, and shall continue in effect until the advisory agency approves tennination.



Hanna-Barbera Productions~ Inc. The City of Los Angeles April 19, 1984 84-4 75524 of Official Records



Affects: Parcel 2

12. Covenant and agreement wherein the owners agree to hold said Land as one parcel and not to sell any portion thereof separately. Said covenant is expressed to run with the Land and be binding upon future owners.

Recording Date: April 30, 1986 Recording No.: 86-534353 of Official Records


Affects: Parcel 2

27306B (6/06) ALTA Owner's Policy (6117/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to AlTA licensees and AlTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association.

5

AMfltiCAN ~ ~

Order No.: 23040980-997-MAT Policy No.: Pro Forma-23040980~0



SCHEDULER (Continued)

HBWC, a Califomia limited partnership and Hanna-Barbera Productions, Inc. The City of Los Angeles May 15, 1986 86-606762 of Official Records

Reference is hereby made tc said document for full particulars.


Affects:



Parcel2

Hanna-Barbera Productions, Inc. The City of Los Angeles September 08, 1995 95-1469244 of Official Records


This covenant and agreement provides that it shall be binding upon any future owners, encumbrancers, their successors or assigns, and shaH continue in effect until the advisory agency approves termination.

Affects: Parcel 1

15. Covenants, conditions and restrictions but omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, source of income, gender, gender identity, gender expression, medical condition or genetic information, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable Jaw, as set forth in the document

Recording Date: January 30, 2001 Recording No: 01-0154488 of Official Records

Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien of any mortgage or deed of trust made in good faith and for value.



Cahuenga Investors, LLC The City of Los Angeles November 20, 200 1 01-2212447 of Official Records


27306B (6/06) ALTA Owner's Policy (6/17/06) Copyright American Land Title Association. AU rights reserved. The use of this Form is restricted to ALTA licensees and ALTA membeis in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association.

6

Order No.: 23040980-997-MA T Policy No.: Pro For·ma-23040980-0


This covenant and agreement provides that it shall be binding upon any future owners, encumbrancers) their successors or assigns, and shall continue in effect until the advisory agency approves termination.



Cahuenga Investors, LLC The City of Los Angeles November 19,2004 04-3013687 of Official Records





Cahuenga Investors, LLC The City of Los Angeles December 03, 2004 04-3135607 of Official Records













27306B (6/06) ALTA Owner's Policy (6/17/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association.

7 -AMUI.ICAN ~ ~

Order No.: 23040980-997-MAT Policy No.: Pro Forma-23040980~0







22. An irrevocable offer to dedicate an easement over a portion of said Land for

Purpose(s): Recording Date: Recording No: Affects:

Street February 09, 2005 05-305767 ofOfiicial Records A portion of said land

Said offer was accepted by resolution, a certified copy of which was recorded February 09, 2005 as Instrument No. 05-305767 of Official Records.



Cahuenga Investors, LLC The City of Los Angeles February 16,2005 05-358384 of Official Records


This covenant and agreement provides that it shall be binding upon any future owners, encumbrancers, their successors or assigns, and shall continue in effect until the advisory agency approves terinination.



Cahuenga Investors, LLC The City of Los Angeles February 16, 2005 05-358385 of Official Records

Reference is he~eby made to said document for full particulars.

This covenant and agn.::ement provides that it shall be binding upon any future owners, encumbrancers, their successors or assigns, and shall continue in effect until the advisory agency approves termination.

27306B (6/06) ALTA Owrer's Policy (6/17/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. A!! other uses are prohibited. Reprinted under license from the American Land Title Association.

8



25. Covenant and agreement wherein the owners agree to hold said Land as one parcel and not to sell any portion thereof separately. Said covenant is expressed tD run with the Land and be binding upon future owners.

Recording Date: February 16, 2005 Recording No.: 05-358386 of Official Records




Cahuenga Investors, LLC The City of Los Angeles February 17, 2005 05-369462 of Official Records


This covenant and agreement provides that it shall be binding upon any future owners~ encumbrancers, their successors or assigns, and shall continue in effect until the advisory agency approves termination.



Cahuenga Investors, LLC The City of Los Angeles July 26, 2005 05-1765982 of Official Records


This covenant and agreement provides that it shall be binding upon any future owners, encumbrancers, their successors or assigns, and shall continue in effect until the advisory agency approves tetmination.



Cahuenga Investors, LLC The City of Los Angeles August 31, 2005 05-2100008 of Official Records


This covenant and agreement r-rovides that it shall be binding upon any future owners, encumbrancers, their successors or assigns, and shall continue in effect until the advisory agency approves tem1ination.

27306B (6/06) ALTA Owner's Policy (61!7/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members ln good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association.

9




SCHEDULEB (Contiimed)

Cahuenga Investors, LLC The City of Los Angeles November 20, 2006 06-2578852 of Official Records


This covenant and agreement provides that it shall be binding upon an.y future owners, encumbrancers, their successors or assigns, and shall continue in effect until the advisory agency approves termination.



Cahuenga Investors, LLC The City of Los Angeles December 05, 2007 20072664568 of Official Records



31. Intentionally deleted.



34. Any rights, interests, or claims which may exist or arise by reason of the following matters disclosed by survey,

Job No.: Dated: Prepared by: Matters shown:

lNBC02170l February 26, 2014last revised __ , 2014 Psomas

A. A storm drain manhole located at the northerly comer of said Land. B. Two transformers and an electric vault located near the northerly corner of said Land. C. An encroachment of a power pole, guy anchors and overhead wires at the westerly comer of said Land, from·

the street right of way ofCahuenga Boulevard. D. A transformer located along the southwest bc~ndary of said Land. E. Intentionally deleted. F. A tank located along the northeast boundary of said Land. G. An electric manhole, water vaults, a cable pull boxes, post indicator valves, fire hydrants, utility pull boxes and

backflow preventers are located over various portion::: of said Land. H. Intentionally deleted.


END OF SCHEDULE B 27306B (6/06) ALTA Owner's Policy (6117/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. AI! other uses are prohibited. Reprinted under license from the American Land Title Association.

10



This is a pro forma policy furnished to or on behalf of the party ID be insured. It neither reflects the present status of title, nor is it intended to be a commitment to insured. The inclusion of endorsements as a part of the pro fonna 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 fonn as the pro forma policy. A commitment to insure setting forth these requirements should be obtained from the Company.

Additional Matters may be added or other amendments may be made to this pro fonna policy by reason of any defects, liens or encumbrances that appear for the first time in the Public Records or come to the attention of the Company and are created or attached between the issuance of this pro fonna policy and the issuance of a policy of title insurance. The Company shall have no Jiability because of such addition or amendment.

27306B (6/06) ALTA Owner's Policy (6117/06) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association.

11

OrderNo. 23040980-997-MAT

PRO FORMA ENDORSEMENT Attached to Policy No. Pro Forma-23040980-0

Issued By Fidelity National Title Insurance Company

Policy No. Pro Fonna-23040980-0

1. 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.

2. For the purposes of this endor,ement only,

a. "Covenanf' means a covenant, conditiOn, limitation or restriction in a document or instrument in effect at Date of Policy.

b. "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.

3. The Company insures against loss or damage sustained by the Insured by reason of:

a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

b. Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or

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:

a. 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; or

c. except as provided in Section 3.c., any Covenant relating to enviromnental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances.

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.

Dated: PRO FORMA


Countersigned by:

Pro Forma Soecimen ~


This is a Pro Forma Endorsement It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company.

27E712 ALTA 9.2~06 Covenants, Conditions and Restrictions- Improved Land- Owner's Policy (4~2~ 12) Pag.e 1 of 1 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA AJ>~!l~ members in good standing as of the date of use. A!l other uses are prohibited. Reprinted under license from the American Land ~~~<>~,!~;;! Title Association.

Order No. 23040980-997-MAT



Policy No. Pro Fom1a-23040980-0

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions f[om Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For purposes of this endorsement only, "Improvement" means an existing building, located on either the Land or adjoining land at Date of Policy and that by Jaw constitutes real property.

3. The Company insures against loss or damage sustained by the Insured by reason of:

a. An encroachment of any Improvement located on the Land onto adjoining land or onto that portion of the Land subject to an easement, unless an exception in Schedule B of the policy identifies the encroachment;

b. An encroachment of any Improvement located on adjoining land onto the Land at Date of Policy, unless an exception in Schedule B of the policy identifies the encroachment;

c. Enforced removal of any Improvement located on the Land as a result of an encroachment by the Improvement onto any portion of the Land subject to any easement, in the event that the owners of the easement shall, for the purpose of exercising the right of use or maintenance of the easement, compel removal or relocation of the encroaching Improvement; or

d. Enforced removal of any Improvement located on the Land that encroaches onto adjoining land.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from the encroachments listed as Exceptions NONE of Schedule B.

This endorsement is issued a' 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 endorsemen4 this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Dated: PRO FORMA


Countersigned by:

Pro Forma Specimen Authorized Signature

This is a Pro Forma Endorsement. It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company.

27E719 ALTA 28.1-06 Encroachments- Boundaries and Easements (4-2-12) Page 1 of 1 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA AMH.ICAN

members in good standing as of the date of use. All other uses are prohibited. Reprinted under Hcense from the American Land ~~~,~.:~~~~ Title Association.

Order No. 23040980-997-MAT




1. The insurance provided by.this endorsement is subject to the exclusion 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.

2. For purposes of this endorsement only, "Improvement" means a ·building, structure located on the surface of the Land, and any paved road, walkway, parking area, 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.

3. The Company insures against loss or damage sustained by the Insured by reason of the enforced removal or alteration of any Improvement, resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of minerals or any other subsurface substances excepted from the description of the Land or excepted in Schedule B.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. contamination, explosion, fire, vibration, fracturing, earthquake or subsidence; or

b. negligence by a person or an Entity exercising a right to extract or develop minerals or other subsurface substances; or

c. the exercise of the rights described in ( ).

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.

Dated: PRO FORMA


Countersigned by:




27E721 ALTA 35.1-06 Minerals and Other Subsurface Substances -Improvements (4-2-12) Page 1 of 1


Order No. 23040980-997-MAT


Issued by Fidelity National Title Insurance Company

Policy No. Pro Forma~23040980~0

The Company insures against loss or damage sustained by the Insured if the exercise of the granted or reserved rights to use or maintain the easement(s) referred to in Exception(s) 4 and 22 of Schedule B results in:

(1) damage to an existing building located on the Land, or

(2) enforced removal or alteration of an existing building located on 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 endors~ment, this endorsement controls. Otherwise, this endorsement is subject to all of the tenus and provisions of the policy and of any prior endorsements.

Dated: PRO FORMA


Countersigned by:


This is a Pro Forma Endorsement. It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commitment muSt be an express written undertaking on appropriate forms of the Company.

27E608 ALTA 28-06 Easement- Damage or Enforced Removal (02-03-l 0) Page !of! Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA ~ members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land ~~~~,!},~ Title Association.

Order No. 23040980-997-MAT




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 p91icy 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.

Dated: PRO FORMA

Fidelity National 'fitle Insurance Company.

Countersigned by:



27E324 CLTA Form 103.5-06 (03-09-07) Water !Ughts- Surface Damage Page I of I

OrderNo. 23040980-997-MAT




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 Cahuenga Boulevard (the "Street"), (ii) the Street is not physically open and publicly maintained~ or (iii) the Insured has no right to use existing curb cuts or entries along that portion of the Street 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) modif'y 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. Othemise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements to it.

Dated: PRO FORMA


Countersigned by:


This is a Pro Forma Endorsement. It does not reflect the present staie of the Title and is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company.

27E!25 ALTA 17-06 Access and Entry (6-17-06) Page lop Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA A.o.t~RICAN members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land :~~~~;·~J;~ Title Association.

Order No. 23040980-997-MAT Policy No. Pro Fonna-23040980-0



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

X

D

Water service

Electrical power service

X

X

D

Natural gas service

Sanitary sewer

X

X

D

Telephone service

Storm water drainage

either over, under or upon rights-of-way or easements for the benefit of the Land because of:

(!) 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.


Dated: PRO FORMA


Countersigned by:


This is a Pro Forma Endorsement. It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (ii) issue any of the attached ·endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company.

27E490 ALTA 17.2-06 Utility Access (10-16-08) Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association.

Page !of I -

Order No. 23040980-997-MAT




The Company insures against Joss or damage sustained by the Insured by reason of the failure of a commercial/industrial building and apartment complex, known as 3400 & 3402 Cabuenga Boulevard, Los Angeles, CA, to be located on the Land at Date ofPolicy.

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 tenus and provisions of the policy and of any prior endorsements.

Dated: PRO FORMA


Countersigned by:



27E!49 ALTA 22-06 Location (6-17-06) P"'je !of! Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA ~ members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land ~~~~~~;;: Title Association.

Order No. 23040980-997-MAT




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 survey made by Psomas dated February 26, 2014, last revised ___ , 2014 and designated Job No. 1NBC021701 TASK 100.


Dated: PRO FORMA


Countersigned by:



27E495 ALTA 25-06 Same as Survey (I0-16-08) Pa%tL'iJ Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA ~ members in good standing as of the date of use. AI! other uses are prohibited. Reprinted under license from the American Land ~~u~J~~~~ Title Association.

O•·der No. 23040980-997-MAT


Issued hy Fidelity National Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of:

Policy No. Pro Fmma-23040980-0

1. the failure of the Land in Parcel !to be contiguous to Parcel2 along the their common boundary line(s); or

2. the presence of any gaps, strips, or gores separating the contiguous boundary lines described above.

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 tenns and provisions of the policy and of any prior endorsements to it.

Dated: PRO FORMA


Countersigned by:

Pro Forma Specimen ~



27E130 ALTA 19.1-06 Contiguity- Single Parcel (6-17-06) Page 1of 1 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA ~.MHlCAN members in good standing as of the date of use. AU other uses are prohibited. Reprinted under license from the American Land ~~~~~~;; Title Association.

Order No. 23040980-997-MAT



Policy No. Pro Forma~23040980-0

The Company insures against loss or damage sustained by the Insured by reason of the failnre 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.

Dated: PRO FORMA


Countersigned by:

Pro Farm a Specimen Authorized Signature

This is a Pro Forma Endorsement. It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (H) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company.

27E496 ALTA 26-06 Subdivision (10-16-08) Page !of 1 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA ,I.ME~t.lcAN members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land ;~:o~.!!~~~ Title Association.

Order No. 23040980-997-MAT



Policy No. Pro Fomla-23040980-0

The policy is hereby amended by deleting Paragraph 14 of the Conditions, relating to Arbitration.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the tenus 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.

Dated: PRO FORMA


Countersigned by:


This is a Pro Forma Endorsement. It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms 9f the Company.

SE-91 Deletion of Arbitration Endorsement- ALTA Owner's Policy (6/17/06) Page 1 of 1

Order No. 23040980-997-MAT



Policy No. Pro FOJma~23040980-0

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 tenns and provisions .of the policy and of any prior endorsements.

Dated: PRO FORMA


Countersigned by:

Pro Farm a Specimen Authorized Signature


27E487 ALTA 8.2-06 Commercial Environmental Lien (10-16-08) Pa~

Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA ~ members ln good standing as of the date of use. AU other uses are prohibited. Reprinted under license from the American Land ~~~~~~~~~ Title Association.

Order No. 23040980-997-MAT Policy No. Pro Forma-23040980-0

PRO FORMA CO-INSURANCE ENDORSEMENT Attached to Co-Insurer's Policy No. Pro Forma-23040980-0

Issued by Fidelity National Title Insurance Company ("Issuing Co-Insurer")

Each title insurance company executing this Co-Insurance Endorsement, other than the Issuing Co-Insurer, shall be referred to as a "Co-Insurer." Issuing Co-Insurer and each Co-Insurer are collectively referred to as «Co-Insuring Companies."

I. By issuing this endorsement to the Co-Insurance Policy, each of the Co-Insuring Companies adopts the CoInsurance Policy's Covered Risks, Exclusions, Conditions, Schedules and endorsements, subject to the limitations of this endorsement.

Co-Insuring Companies Name and Address

Issuing Co-Insurer Fidelity National Title Insurance Company P.O. Box 45023 Jacksonville, FL 32232-5023

Policy Number (File Number)

Pro Forma-23040980-0

Co-Insurer First American Title Insurance NCS-649743 Company

Co-Insurer

Co-Insurer

Aggregate Amount oflnsurance

Amount of Insurance

PROFORMA

$

$

$

$50,000,000.00

Percentage of Liability

%

%

%

%

2. Each of the Co-Insuring Companies shall be liable to the Insured only for its Percentage of Liability of: (a) the total of the Joss or damage under the Co-Insurance Policy, but in no event greater than its respective Amount of Insurance set forth in this endorsement; and (b) costs, attorneys' fees and expenses provided for in the Conditions.

3. Any notice of claim and any other notice or statement in writing required to be given under the Co-Insurance Policy must be given to each of the Co-Insuring Companies at its- address set forth above.

4. Any endorsement to the Co-Insurance Policy issued after the date of this Co-Insurance Endorsement must be signed by each of the Co-Insuring Companies by its authorized officer or agent.

5. This Co-Insurance Endorsement is effective as of the Date of Policy of the Co-Insurance Policy. This Co-Insurance Endorsement may be executed in counterparts.

This endorsement is issued as part of the Coinsurance Policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsemonts, (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 control:::. Otherwise, this endorsement is subjeCt to all of the tenns and provisions of the policy and of any prior endorsements.

Dated: PRO FORMA


Countersigned by:


27E491 ALTA 23-06 Co-Insurance- Single Policy (10-16-08) Pa&e lof2 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA ~ members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land ~*~~H~f Title Associatiori

Order No. 23040980-997-MAT Policy No. Pro Fom1a-23040980-0

This is a Pro lc'"'orma Endorsement. It does not reflect the present state of the Title and is not a commitment to (i) insure the Title or (ii) issue any of the attached endorsements. Any such commitment must be an express written undertaking on appropriate forms of the Company.

Co-Insurer:


Co-Insurer:


Co-Insurer:


27E491 ALTA 23-06 Co-Insurance- Single Policy (10-16-08) Page 2 of2 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association.

Order No. 23040980-997-MAT



The Company insures against loss or damage sustained by the Insured by reason of:

Policy No. Pro Fom1a-23040980-0

1. 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:

Parcel: 1 2

Tax Identification Numbers: 2425-001-059 24 25-00 1-061

2. the easements, if any, described in Schedule A being cut off or disturbed by the nonpayment of real estate taxes, Assessments or other charges imposed on the servient estate by a govemmental authority.

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) increa<e 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 tenns and provisions of the policy and of any prior endorsements to it.

Dated: PRO FORMA


Countersigned by:




2'7E128 ALTA 18.1-06 Multiple Tax Parcel (6-17-06) Page lof 1 Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA AMERICAN

members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land ~~o~:~"::O¥ Title AsSociation.

EXHIBITE

FORM OF QUITCLAIM DEED

Free recording in accordance with California Government Code Section 6103

RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO:

LATHAM & WATKINS LLP 3 55 South Grand A venue Los Angeles,. California 90071-1560 Attn: Kim N. A. Boras, Esq.

MAIL TAX STATEMENTS TO:

NBCUniversal Media, LLC 100 Universal City Plaza Universal City, California 91608 Attn: Corinne Verdery

Above This Line For Recorder's Use Only)

QUITCLAIM DEED

FOR VALUE RECEIVED, the CITY OF LOS ANGELES, a municipal corporation ("City"), hereby quitclaims to NBCUNIVERSAL MEDIA, LLC, a Delaware limited liability company, all of its right, title and interest in and to that certain real property ("Property") situated in the City and County of Los Angeles, State of California, described on Exhibit A attached hereto and by this reference incorporated herein, reserving therefrom, in identical form, those easements, covenants, and other real property interests or rights that: (i) benefit the City, (ii) existed of record immediately prior to the City taking title to the Property, and (iii) have not been fully performed to the satisfaction of the City or otherwise rendered inapplicable by the fact that the terms of effectiveness of such easements, covenants, and other real property interests or rights have expired (such easements, covenants and other real property interests or rights, collectively, the "City Rights"), in the event and to the extent that the City Rights are extinguished by virtne of the City taking title to the Property.

IN WITNESS WHEREOF, the w1dersigned has executed this Quitclcim Deed dated as of __________ , 2014.


By: ____ _ Name: _______ _ Title: -----

THE CITY OF LOS ANGELES, a municipal corporation

QUITCLAIMS TO

NBCUNIVERSAL MEDIA, LLC, a limited liability company

QUITCLAIM DEED

JOB TITLE: 3400 and 3402 Cahuenga Boulevard Los Angeles, CA 90068 APN: 2425-001-( 059 & 061)

CADASTRAL MAP: 159 B 181

Approved as to Authority ______ , 2014

Department of General Services

By:_=-~---~~~-------TONY M. ROYSTER, General Manager

Approved as to Description __________ !4

Department of General Services

JOSE L. RAMIREZ, Authorized Officer

Approved as to Fonn & Legality-----· '2014


By: ~~~~~~~--~~------

EDWARD C. YOUNG, Deputy City Attorney

Council File No. 12-1657-S4

Exhibit A to Quitclaim Deed

LEGAL DESCRIPTION

PARCEL 1:

PARCEL "C" IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP L.A. NO. 5343, FILED IN BOOK 172 PAGES SAND 6 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL2:

PARCEL "B" IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP L.A. NO. 5343, FILED IN BOOK 172 PAGES 5 AND 6 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM Tiffi SOUTHEASTERLY 8.25 FEET.

END OF LEGAL DESCRIPTION


COUNTY OF _____ ,

On , 2014, before me, , a notary public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person( s) acted, 'executed 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.

Signature ___________ _ (Seal)

County Recorder Los Angeles County

Dear Sir:

SEPARATE STATEMENT OF DOCUMENTARY TRANSFER TAX

In accordance with California Revenue and Taxation Code Section 11932, it is requested that this Statement of Documentary Transfer Tax due not be recorded with the attached deed, but be affixed to the deed after recordation and before return as directed on the deed.

The deed names the CITY OF LOS ANGELES, a municipal corporation of the State of California, as transferor, and NBCUniversal Media, LLC, a Delaware limited liability company, as transferee. The land and improvements being transferred are located in the City and County of Los Angeles, State of California.

The amount of the documentary transfer tax due on the attached deed is $225,000.00 for the City of Los Angeles, and $55,000.00 for the County of Los Angeles, computed on the full value of the property described.

Very truly yours,

CITY OF LOS ANGELES, a municipal corporation of the State of Califomia

By: --------Name: Title: --------



By: ______________ __

Deputy City Attorney

EXHIBITF-1

FORM OF FIRPTA CERTIFICATE

CERTIFICATE REGARDING FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT

(ENTITY TRANSFEROR)

Section 1445 of the Internal Revenue Code provides that the transferee ofa United States property interest must withhold tax if the transferor is a foreign person. To inform NBCUNIVERSAL MEDIA, LLC ("NBCUniversal") that withholding of tax is not required upon the disposition of a United States real property interest by the CITY OF LOS ANGELES, a municipal corporation ("the City"), and with the knowledge that NBCUniversal will rely upon the following statements, the City hereby certifies the following facts to NBCUniversal:

1. the City is not a foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person (as those terms are defined in the Internal Revenue Code and Income Tax Regulations).

2. the City's United States Employer Identification Number/Social Security Number is:

3. the City's office/horne address is

Los Angeles, California 90012

4. the City understands that this certification may be disclosed to the Internal Revenue Service by NBCUniversa1 and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalty of perjury, the undersigned declare that I/we have examined this Certificate and, to the best of my/our knowledge and belief, it is true, correct and complete, and Ilwe further declare that I/we have authority to sign this document on behalf of the City.

Dated as --------' 2014 SELLER:

CITY OF LOS ANGELES, a municipal corporation of the State of California

By: Nam_e_: ____________ __

Title: --------



By: ------------

EXHIBITF-2

FORM OF CALFIRPTA CERTIFICATE

[see attached]

2014 Reai Estate Withholding Certificate Part 1 - Seller or Trans:leror Rli!um lllismnn to yuur escrow ""'!IJiany.

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1. 0 rna prbp&!rtf qu'2(ltllss: as tt-,.;e sen~:f'li or trartSiarots (or dll:COOi!nt's, m- smo oytt'i$ '!l.~tliii!TII:'s ~BSiat!l.or'l.rUslf ptmdpii! ,t;S1t1MIC\'PN!ttin tole rr~Bllr&n-g of lntB!"rull

R""'n"' COo• (ffitl sac!lnn 121. 2. 0 Tbs ~~ m trn:ITS1e-ror (or Oncti!.ent If s® t;r ~ OOtOO~ sstat; ortnJSJq· last usmf tn:e pm!)?l1y as til$ ss:lt~ or trn.wtGrot'S {dYCBditffi's} p!~ rB:S!OO!"!C?

'ffllhlrr Inti rrea~g o!' lFtC Ssmlon t2t wtrtm~t rggarn ro lt!e. tooo-1'\?ar tires f.'IID!XL a. 0 Ttm £!!!~or tr.anmmr has a toss m UJm galm tm" Ca:!*~!a Wlc001£·liJX por~nses on tri\Sl &11E. liott~ct tr:V.s t>m::: )'!YJ rm~st com~t~. FNm sgs-E, Real 'EstafB;

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qul!l!rj'10{ oonr~r@t!Orn a: g.:nn roc Cl:!lttc'ffi~ !nOO.i!H.! tax pillpo~s:-uMM I.RC ~ttfr:m ton.. s. 0 TnE trnns!~W quatttlss ~or r.'Ofl.TawJfl.!'f!loo trsa!m":!!ffi uoo!* !RC ~:."Jonzs1 (tmn:;:~e;·to a ro.l)or.::;i!oo co:i!f::ro'l'iOO'tl¥ tna transtw:::1) or !RC ~Jnn72i (cor~mm.iloo

to a i)aiTllillil111P In '""'"at!llfollor a parino:Sillp 11\li!i!S!l" n·. 0 Tna row or trzr.s.1t?rorts a ~!l.\.'1 {or a ttmrtea 1\aUU!l;r tmri.~ny {l..LC} OOssW :as aonrpwatton trn: troarnf Qit:! Galitt11.rnfa. Income 1ID: purp~} trot ts

gjfuer qt..~~.a: trlrc-df!ill1l19: catK'iOrnta Soc.fE,.'1irytJt stiD3 (S(}Sl or nas· ~ pBflt1llft13ti; p1ac-e- or oustn£Ss 111 Cllll!um1a. 1·. 0 Tha SGJ:klt c<r tr..rastsltlr IS. a Calttomla. p;rrtO'l:!i$!¥.pot a partn~p Cjllalltle.O: fu do btmlm'S$i- trr Callt:>J;nla: {man uc tta:t ts' Clesst!loc:' 3$ a·paJt"t:arnnlp ror !alJ?tal

mr1cr ca;rn~-~~~ izt P!ltpOS9S anrr 1s nrA a slrt~!a mmn.Der tLC ttl·af ts ::l!Sr-~garaan ror1edM:aLzma calliorr& toon1·na:t:x fll!!':POS?!S). It tnlS- bot ts ~rut. rs-w pa~Mrsr~ ot · LLC must !rt1!t wttr-;oo on nrotBS~®nt p;rr,t'mf!l or mwm-ers:.

It 0 rn~ &;ii@r m tr:a;·m1Erontt:a fzt-l!X~1ipt t~r.iltg oo:lsr C:autmmm or f-We:nu law. 9. 0 1hll. SGJ%ar orit!..1-SllmJ:r ls ranlr\OOm.nce c-Jrnpartl- ir®.t!r;tr.1tm:.1 rJOt!r~rr-&111: :acoownt qll'it<~ilffitl psm:!oo,-prorct sna1irlg ~ru. or crmrJ~!h mmrunrr~r tm.!c-t

Part Ill- C~rtiflt31inns Ill a! may partially llf fully exemptthe S1!1e !Tom wilhfinld!ng1 RI!il Estait~ EScro-w Ptl.r11JH (A£EP): Sa-sllnstruci\-ofiS Tot ~Wtir$ ttl '\\il,'tr!Ol!L

1 n. 0 TI'ts transter qt1a!Jtlss as a smrulfu~oos fi!l...:'t..KJ!li:t ll'XCiliD1~ 'h~ fiB!: mmmlng ot me Sl:ltt!OO· i roi. n. 0 me: fr.ar6'f~Z·quanri2S as a om-srratt liKil~Klnrt· m:.ctiart-~W wll:hln tne meam'ilg or lliC ~ctlon H13.r. 1!t. 0· Tl'l£ trnr,ster Of t!ll.s proptu1y I& ZTI rmstanmenl sal& 'M.iet'a tim tll.l'.f!lf !s rBQUlrnd tO \vlt'll1~ on the pt111ctpaJ pmtron tt ~ell mzta11rn~nt p,l'jilrotmt COJ}Jts Of

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Seller 01 Transferor Signature ltrKfer ~aHias Oi peljttrf.l tltJ.~f c:ertWJ' tr«ll_ fi:l~ mrormanltin. p10'f49d. atm\"8 Is, ro fu:a oost O:fm):' ~n8Wi~, k<Ua mil ~">JrOO. r1 O::Jw.l~Jrs ctl;sn~, twm prompt~ l!if~-rn !!l'>lii •;,'l.imoJdog,ag_mt 1 l!lnd~d ttlai 1 must~ m~ rom1 !!1 my roco.l'lts1or s.y;ars aratr: trat ttt.sFr.mcn'IS'i!; -;-axaa:am may f!Wlev r.?~-vant sscrot.· ootum?nts·to mstill';wt~!ng rornpi~Tlttl. cmmp1;11ng 'l1'VS ttmn n:oos nat~t mli nom ill!~ 11 caurom;s; lf£J:J.'Tle or frt:'l1ctm:£ l2:x refu!m 1o r\i:PCrt'tnts: saM.

Sp.Qi1JSB1l!RDP"S N'&m&._-··------~~·-··~····-·-·---~·····-~··----·-~ Sp.!PJSf!!&fRDP'S S!gnalur.J .....• ,---·----"·-·-~-·-M~,~-· Date --·-~--·-·•e··---·

Seller it ~·au Cllecl\f!a any box m Part ¥1,. you ar9 ~'Tip~· trOO'l raa1 estats wanrnmm~. ~ian:s1srM 11 yoo cnec+~i..i any- nox tn Part ~K yoo may GJli!lftY lt( a partw& or com~ Wtt:rKltttltng_ s:x...!linpn{Jn.

EXCtlpl. as tn an tnst'lnmsm: sa!R, IF till! s~;r or tians.::rrum O.la- oot cMcK a;1r box ln Part tl e-1 Part m- N f"{.!ffil 593-G, ttmMtf$\Dit:mg \'rt!Ttls ?N3% (JX.--33} ot' ws t.o1li:l salas ptlcB m tne opilorm qan oo sa~ wlfuhOO!llnl} amoL'tlt nom !.lr~ 5 nr tr:a c-2rttr!Sd F-cr111 592, RBal Establ· vnlnholatng T-ax Staitmiml tt tnB sg:Mgr or tr&J~mr ooos t'l-21 rr;-tumtoo complifrM Form s:93-ana Rlmt !iSJ-0 oy trw cl~JSY ot -9-s-crow, t111 wlh"ttmtolrw~ wm on 3\13% o; tn-e totali safe:; pflc-Q, u~ tne tj?~ a;_ tra:rm:Utm ts a.<11 ms£-anmtm sal!!'. t: tMil'2:ns.1!...1km: !r; aJ"'llnS1211man1 sam, tns ~ .. iit~ola.'i11g ~il1 M 3\~% (_0:333} or "!!'Ill tlr'Sf lnst.a-llmtHrt paymt;rn:.

l! yo:t;J are v,•ttPJ'iitJO: upcm. t~ wtll100ldtr~~ agl!flts~ gl~~ yDtJ oruJ: CO!Jf ot Rirrn 59.3. Atta:dl a copf to ttw-IDmr lrorrt of yc-ur catltttlnm lr.r::\.itnGJ w: rgurn-zM ma~ a oopy ror yoor r8Z:OfOS.

7131143 I form 593-G e2 20i 3

EXHIBITG

FORM OF ON-RAMP COVENANT

OFFICIAL BUSINESS Document entitled to free recording per Government Code Section 6103

Recording Requested by and When Recorded Mail to:

SPACE ABOVE THIS LINE FOR RECORDER'S USE

COVENANT RUNNING WITH THE LAND (Freeway On-Ramp)

This Covenant Running With The Land (Freeway On-Ramp) ("Covenant") is made and entered into as of the day of June, 2014 ("Effective Date"), by and between tbe City of Los Angeles, a municipal corporation ("City"), and NBCUniversal Media, LLC, a Delaware limited liability company ("NBCUniversal"). The City and NBCUniversal are sometimes refeiTed to herein individually as a "Party" and collectively as the "Parties."

RECITALS

The following recitals are a substantive part of this Covenant. This Covenant is made witb reference to the following facts:

A. NBCUniversal is involved in the NBC Universal Evolution Plan project ("Project"), located on and around that property ("Project Site") particularly described in that certain Development Agreement, entered into by and between tbe City and Universal Studios, LLC, a Delaware limited liability cor.Jpany, recorded as Instrument No. 20130533327, on AprillO, 2013, in the Office of the Recorder of the County of Los Angeles.

B. The City previously certified the Enviromnental Impact Report for the Project (EIR No. ENV -2007-254-EIR) and adopted Califomia Enviromnental Quality Act findings, a Statement of OveiTiding Considerations, and a Mitigation Monitoring and Reporting Program.

NBCUniversa\- On~Ramp Covenant (6-10-14 3pm execution version)

C. The City has required, as Mitigation Measnre B-3 of the Mitigation Monitoring and Reporiing Program for the Project, the construction of a new southbound on-ramp to the Hollywood (U.S. Highway 101) Freeway from Universal Studio Boulevard ("Cal Trans Freeway On-Ramp").

D. The City and NBCUniversal entered into that certain Acquisition and Disposition Agreement ("Agreement"), dated as of June __ , 2014, for identification purpose.

E. The Agreement, among other things, contemplates the acquisition in lieu of condemnation and disposition of certain real property located at 3400 Cahuenga Boulevard, Los Angeles, California 90068 ("3400 Property"), described on Exhibit 1 attached hereto and by this reference made a part hereof.

F. In addition, the Agreement, among other things, contemplates the execution and recordation of this Covenant, requiring the construction of the Cal Trans Freeway On-Ramp on a portion of the 3400 Property and transfer of the completed Cal Trans Freeway OrFRamp to the California Department of Transportation ("Cal Trans").

G. Through the Agreement, NBCUniversal has become, and cunently is, the fee simple owner ofthe 3400 Property.

H. The Pariies hereto desire to record this Covenant for purposes of (i) assuring that the terms and conditions hereof remain as a matter of record, and (ii) that the terms and conditions hereof will run with the 3400 Property for the tenn stated herein, irrespective of any change of ownership.

I. The Pariies are entering into this Covenant for good and valuable consideration, the receipt of which is hereby acknowledged.

COVENANT AND AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the Pariies hereto agree as follows.

1.. NBCUniversal covenants and agrees that, for the benefit of the Project and the Project Site, the City, and Cal Trarrs, NBCUniversal shall, at NBCUniversal's sole cost and subject to obtaining any and all necessary goverrnnental approvals therefor, fully construct the Cal Trans Freeway On-Ramp, a portion of which shall be on the 3400 Property, in accordance with the plans and specifications approved by Cal Trans and in compliance with all applicable laws and regulations.

2. NBCUniversal further covenants and agrees that, in connection with construction of the Cal Trans Freeway On-Ramp, NBCUniversal shall, at

NBCUniversal- On*Ramp Covenant (6~10-14 3pm execution version) 2

NBCUniversal's sole cost, transfer and convey to Cal Trans that po1tion of the 3400 Pro petty upon which the Cal Trans Freeway On-Ramp is constructed, together with any additional areas of the 3400 Property necessary for the ongoing operation and support of the Cal Trans Freeway On-Ramp, as detennined by Cal Trans (collectively, the "Cal Trans Right of Way").

3. This Covenant shall be effective upon the Effective Date of this Covenant and shall terminate upon recordation of a deed (or a similar instrument deemed adequate by Cal Trans) transferring to Cal Trans title to the Cal Trans Right of Way.

4. This Covenant runs with the land and binds and inures to the benefit of the Parties hereto and their respective successors and assigns.

5. This Covenant shall be recorded in the Office of the Recorder, County of Los Angeles.

6. This Covenant shall be govemed by, and construed and enforced in accordance with, the law of the State of Califomia.

7. Each provision of this Covenant shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid or contrary to any existing or future law, such invalidity shall not limit, nor invalidate, those p01tions of this Covenant that remain in effect.

lN WITNESS WHEREOF, the undersigned have executed this Covenant as of the day and year first mentioned above.

NBCUniversal-- On-Ramp Covenant (6-10-14 3pm execution version)


3

THE CITY


By: -------------------Name: Title: --'----------

Date: --------------

ATTEST: HOLLY L. WOLCOTT, Interim City Clerk

By: Name: ___________ _

Title: --------------Date: ----------------

NBCUNIVERSAL


By: -----------------Name: Title: --------------

Date: -------------------

NBCUniversal- On~ Ramp Covenant (6~ 10-14 3pm execution version)

APPROVED AS TO FORM: MICHAEL N. FEUER, City Attorney

By: ---------------Name: Title: -----'------

Date: -----------------

4

Exhibit 1

Legal Description of the 3400 Property

PARCEL 1:

PARCEL "C" IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORl'-JIA, AS SHOWN ON PARCEL MAP L.A. NO. 5343, FILED IN BOOK 172 PAGES 5 AND 6 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL2:

PARCEL "B" IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFO&"l!A, AS SHOWN ON PARCEL MAP L.A. NO. 5343, FILED IN BOOK 172 PAGES 5 AND 6 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.


END OF LEGAL DESCRIPTION

NBCUnlversa! ·-·On-Ramp Covenant (6-10-14 3pm execution version) 5

EXHIBITH

CALIFORNIA DEPARTMENT OF TRANSPORTATION APPROVAL COVER PAGE

07-LA-!Ol-PM9.34/IO.l5 Program Code: 20.XX400.!00

EA 29920K, PPNO 4649 May 20!4

Project Study Report-Project Report To Obtain

Approval for a Project-Funded-by-Others

Between Southbound Off-ramp Barham (Bennett Drive)

And Southbound On-ramp Lankershim (Regal Place)

The Right of Way Data Sheet was completed by a consultant. I have reviewed the right of way infmmation contained in this Project Study Report/Project Re ort and the Right of Way Data Sheet attached hereto, and find the d to be in com ance as to form and procedures only. No inferences or asse t hlidity of the data or values implied by the RJW data sheet.

=----~-~~V-1-~

Andrew P. Nierenberg, DEPUTY DISTRICT DIRECTOR, RIGHT OF

APPROVAL RECOMMENDED:

APPROVED:

Carrie Bowen, DTSTRICT DIRECTOR

Joho Lee, CALTRANS PROJECT MANAGER

DATE