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2021 WPG LQ, LLC - Partial Assignment & Assumption Agrmt from RREFF II-CWC LaQ, LLC (1)RECORDING REQUESTED BY: First American Title Company, Homebuilder Services Division WHEN RECORDED MAIL DOCUMENT TO: City of La Quinta 78-495 Calle Tampico La Quints, CA 92253 Attn: City Clerk A.P.N.: 775-400-014 through 775-400-20, 775-400-045 through 775-400-052, 775- 410-001 through 775-410-004, 775-410- 029 through 775-410-032, 775-420-016, 775-420-017, 775-420-020 through 775- 420-024 Property Address: vacant land, La Quinta, CA TRA: 020-025 DTT: 0.00 DOC # 2021-0518848 08/30/2021 05:00 PM Fees: $61.00 Page 1 of 12 Recorded in Official Records County of Riverside Peter Aldana Assessor -County Clerk -Recorder **This document was electronically submitted to the County of Riverside for recording" Receipted by: BONNIE #821 Space Above This Line for Recorder's Use Only Partial Assignment and Assumption Agreement Title of Document Exemption reason declared pursuant to Government Code 27388.1 File No.: 5994863-6 (SK) ❑ This Document is a transfer that is subject to the imposition of documentary transfer tax. z This is a document recorded in connection with a transfer that is subject to the imposition of document transfer tax. Document reference: Grant Deed recording concurrently herewith ❑ This document is a transfer of real property that is a residential dwelling to an owner -occupier ❑ This is a document recorded in connection with a transfer of real property that is a residential dwelling to an owner-occupler. Document reference: THIS PAGE ADDED TO PROVIDE EXEMPTION INFORMATION FOR THE BUILDING HOMES AND JOBS ACT FEE (SB-2; AFFORDABLE HOUSING FEE) ($3.00 Additional recording fee applies) Recording Requested By: First American Title Company Homebuilder Services Division RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253 Attn: City Clerk SPACE ABOVE THIS LINE FOR RECORDER'S USE (Exempt from Recording Fee per Gov't Code §27383 PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT THIS PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is dated as of y , 2021, (the "Effective Date"), by and between RREF II-CWC LaQ, LLC, a California limited liability company ("Assignor"), and WPG LA QUINTA, LLC, a California limited liability company ("Assignee"), with reference to the following: RECITALS A. Assignor is the current master developer of 42 acres of real property located in the City of La Quinta, County of Riverside, State of California (the "Site"), which is legally described in Exhibit "A" attached hereto. B. Capitalized terns not defined herein shall have the same meaning as set forth in the Development Agreement. C. Assignor's predecessor in interest Crown Pointe Partners, LLC, an Oregon limited liability company, as "Developer", and the City of La Quinta, a California municipal corporation ("City"), have entered into that certain Development Agreement dated August 18, 2008 and recorded September 18, 2008 as Document No. 2008-0509913 of Official Records, County of Riverside, California (as amended, the "Development Agreement"), for purposes of, among other things (i) setting forth a per -unit upfront payment schedule for the Developer's payment to the City of certain amounts that the parties agree are designed to compensate the City for (A) the potential loss of anticipated general fund revenues as a result of the use of the Site for a residential resort use rather than as traditional tourist commercial use, such as a "hotel" as that term is defined in Section 9.2.80.030 of the La Quinta Municipal Code ("Hotel"); (B) the uncompensated costs of potential additional public services that the Development Plan will generate, which costs would have been recovered if the Site were to be developed for a tradition tourist commercial use, such as a Hotel; and (C) the potential added wear and tear on the municipal infrastructure which will result from the Development Plan, the costs of which would have been compensated if the Site were to be developed for a traditional tourist commercial use, such as a Hotel; (ii) requiring the recordation against the Site of a City Declaration of CC&Rs that sets forth certain requirements of the owners of the Units in the Project to pay to the City a transfer payment upon the transfer of their Unit for purposes of compensating the City for loss of "Transient Occupancy Tax" (as that term is defined in Chapter 3.24 of the La Quinta Municipal Code; (iii) requiring the recordation against the Site of a Declaration of CC&Rs that (a) provides for establishment of a homeowners association for the Project (the "Association"); (b) is necessary to create a residential subdivision of 130 single family homes and 100 condominiums, as described and as shown on the final subdivision map for Tract 36537 and Condominium Plan to be recorded in accordance with all applicable laws; and (c) discloses to the owners of the Units the requirement set forth in Section 1.3 of the City Declaration of CC&Rs that the Owners pay to the City a transfer payment upon the sale, transfer or conveyance of their Unit; and (iv) granting Developer a vested right to develop the Site according to the Development Plan, all as more particularly described in the Development Agreement. D. Concurrently with the Effective Date, Assignor shall have conveyed to Assignee that portion of the Site comprised of thirty (30) residential lots, as described on Exhibit "B" attached hereto (the "Woodbridge Property"). E. In accordance with Section 7.1 of the Development Agreement, Assignor desires to transfer all of its right, title, interest, and obligation to the extent related to the Woodbridge Property under and pursuant to the Development Agreement (the "Assigned Rights and Obligations") to Assignee, and Assignee desires to assume all of Assignor's Assigned Rights and Obligations, all as more particularly set forth below. NOW, THEREFORE, in consideration of the foregoing recitals and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Assi.Rnment. From and after the Effective Date, Assignor hereby assigns, conveys, transfers and delivers to Assignee all of Assignor's Assigned Rights and Obligations, and Assignee hereby accepts such assignment and agrees to assume performance of all terms, covenants and conditions to the extent related to the Woodbridge Property occurring or arising under the Development Agreement from and after the Effective Date. 2. Assumption of Obligations. By acceptance of this Assignment, Assignee hereby agrees to assume all of Assignor's Assigned Rights and Obligations, and Assignee agrees to timely discharge, perform or cause to be performed and to be bound by all of the liabilities, duties, and obligations to the extent related to the Woodbridge Property, imposed in connection with the Development Agreement, from and after the Effective Date to the same extents as if Assignee had been the original party thereto. Assignee hereby assumes all of Assignor's duties and obligations as Builder under and pursuant to the Development Agreement to the extent related to the Woodbridge Property from and after the Effective Date and hereby agrees to be bound by all of 2 the terms thereof to the extent related to the Woodbridge Property from and after the Effective Date. 3. Successors and Assi ps. This Assignment shall be binding upon and shall inure to the benefit of the successor and assigns of the respective parties hereto. 4. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of California. 5. Further Assurances. The parties covenant and agree that they will execute such other and further instruments and documents as are or may become necessary or convenient to effectuate and carry out this Assignment. 6. AuthgdIx of Signatories to Bind Principals. The persons executing this Assignment on behalf of their respective principals represent that (i) they have been authorized to do so and that they thereby bind the principals to the terms and conditions of this Assignment and (ii) their respective principals are property and duly organized and existing under the law of, and permitted to do business in, the State of California. 7. Interpretation. The paragraph headings of this Assignment are for reference and convenience only and are part of this Assignment. They have no effect upon the construction or interpretation of any pert hereof. The provisions of this Assignment shall be construed in a reasonable manner to effect the purpose of the parties and of this Assignment. 8. Counterparts. This Assignment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all such counterparts taken together shall constitute but one and the same instrument. [Remainder of page intentionally left blank] IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date first set forth above. "ASSIGNOR": RREF II-CWC LaQ, LLC, a California limited liability company By: RREF II-CWC JV, LLC, a Delaware limited liability company, By: Rialto Real Estate Fund II, LP, a Delaware limited partnership, its sole member By: Rialto Partners GP II, LLC, a Delaware limited liabi ity company, its -Renerabpartner By: LJ Senior Officer 0(' "`-- T;tlo• a la'[�--r "ASSIGNEE": WPG LA QUINTA, LLC, a California limited liability company By: WPG La Quinta JV, LLC, a Delaware limited liability company Its Manager By: Woodbridge Pacific Group, LLC, a California limited liability company Its Manager Lo Signed in Countelpart Andrew Murphy Chief Investment Officer 4 IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date first set forth above. "ASSIGNOR": RREF II-CWC LaQ, LLC, a California limited liability company By: RREF II-CWC J-/, LLC, a Delaware limited liability company, By: Rialto Real Estate Fund II, LP, a Delaware limited partnership, its sole member By: Rialto Partners GP II, LLC, a Delaware limited liability company, its general partner -- 8 a©d in Counterpart By: Senior Officer: Title: "ASSIGNEE": WPG LA QUINTA, LLC, a California limited liability company By: WPG La Quinta JV, LLC, a Delaware limited liability company Its Manager By: Woodbridge Pacific Group, LLC, a California limited liability company Its Manager an Andrew Murph 4 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validily of that document. STATE OF 4SWCOEMW T-LORi gA- ) ss. COUNTY OF t•�l �R , ) On -A ---h i,& �- i , 2021, before me, C'7 % 1 4-" �- t"l n W, otary Public, personally appeared 5e(L �' Q(Z(a 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. No ry Publi 1 GALAXIAMARQUEZ MY COMMISSION # GG 247285 a• EXPIRES: September 18, 2022 i`FcrrL°.'? Bonded Thrut.olayPublic Underwriters A notary public or other officer completing this certificate verified only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA pp ) ss. COUNTY OF r L A On 2021, before me 10 e 0 66f� N-1 q N ry Public, personally appeared ►f who proved to me on the basis of satisfactory evidence to 6e th erson(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. MICHELLE VJMBFRLY DOICr Commbswn # 2241153 Na1ary Pubic - Ce&lwnia #� C ormw Comfy Fr�ims MAY4, 202 - Cel EXHIBIT "A" LEGAL DESCRIPTION OF THE SITE REAL PROPERTY IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL A: LOTS 1 THROUGH 97 INCLUSIVE AND LOTS, A THROUGH Y INCLUSIVE OF TRACT NO. 36537-1, AS SHOWN BY MAP ON FILE IN BOOK 442, AT PAGES 55 THROUGH 63, INCLUSIVE OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. EXCEPTING THEREFROM ALL OIL, MINERALS, NATURAL GAS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL RESOURCES, METALLIFEROUS OR OTHER ORES, AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE PROPERTY, AND ALL RIGHTS ASSOCIATED WITH THE FOREGOING, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THE PROPERTY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE PROPERTY AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER FIVE HUNDRED (500) FEET OF THE SUBSURFACE OF THE PROPERTY IN FAVOR OF KSL LAND HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY AS PER GRANT DEED RECORDED OCTOBER 22, 2004 AS INSTRUMENT NO. 2004-0836421 OF OFFICIAL RECORDS. PARCEL B: THAT PORTION OF SAID TRACT NO. 36537-1, AS SHOWN BY MAP ON FILE IN BOOK 442, AT PAGES 55 THROUGH 63, INCLUSIVE OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, SHOWN AS REMAINDER. AND DESCRIBED AS FOLLOWS: THAT PORTION OF PARCEL 2 AS SHOWN ON LOT LINE ADJUSTMENT NO. 2004-411, AS EVIDENCED BY DOCUMENT RECORDED OCTOBER 8, 2004 AS INSTRUMENT NO. 2004-0803272 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PORTION OF LOT 1 OF TRACT NO. 29421 AS SHOWN BY MAP ON FILE IN BOOK 297, AT PAGES 54 THROUGH 57, INCLUSIVE OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; TOGETHER WITH THAT PORTION OF PARCEL 7 OF PARCEL MAP NO.20426, AS SHOWN BY MAP ON FILE IN BOOK 129, AT PAGES 49 THROUGH 55, INCLUSIVE OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA; AS ADJUSTED BY LOT LINE ADJUSTMENT NO. 97-244, RECORDED JUKE 5, 1997 AS INSTRUMENT NO. 199050 AND 199051, BOTH OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID LOT 1; THENCE EASTERLY ALONG THE NORTHERLY LINE OF SAID LOT 1, NORTH 89'30' 11" EAST, 272.69 FEET TO THE EASTERLY TERMINUS OF SAID NORTHERLY LINE OF LOT 1; THENCE LEAVING SAID NORTHERLY LINE OF LOT 1, SOUTH 40-40'11" EAST, 192.39 FEET; THENCE SOUTH 36°16'42" EAST, 201.26 FEET; THENCE SOUTH 53°20'16" EAST, 232.15 FEET; THENCE NORTH 87°56'22" EAST, 193.32 FEET; THENCE NORTH 85°54'55" EAST, 305.51 FEET; THENCE SOUTH 76°33'32" EAST, 155.87 FEET; THENCE SOUTH 45°08'33" EAST, 221.84 FEET; THENCE SOUTH 51°13'44" EAST, 112.98 FEET; THENCE SOUTH 54°28'39" EAST, 110.02 FEET; THENCE SOUTH 44042'29" EAST, 102.05 FEET; THENCE SOUTH 01°38'20" WEST, 37.58 FEET; THENCE SOUTH 45000'00" WEST, 209.79 FEET; THENCE SOUTH 04059'49" WEST, 201.91 FEET; THENCE SOUTH 39023'09" EAST, 81.63 FEET TO A POINT ON A SOUTHEASTERLY LINE OF SAID LOT 1, SAID POINT BEING ON A CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 81.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 26032'46" EAST; THENCE SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE OF LOT 1 AND SAID CURVE THROUGH A CENTRAL ANGLE OF 57008'46", AN ARC DISTANCE OF 80.79 FEET TO THE BEGINNING OF A TANGENT REVERSE CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 63.00 FEET, A RADIAL LINE THROUGH SAID POINT OF TANGENT REVERSE CURVE BEARS NORTH 83041'32" WEST; THENCE SOUTHWESTERLY ALONG SAID TANGENT REVERSE CURVE THROUGH A CENTRAL ANGLE OF 43045'42", AN ARC DISTANCE OF 48.12 FEET; THENCE SOUTHWESTERLY ALONG SAID SOUTHEASTERLY LINE OF LOT 1, SOUTH 50°04' 10" WEST, 304.18 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 502.00 FEET; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 30013' 14", AN ARC DISTANCE OF 264.78 FEET TO THE BEGINNING OF A TANGENT COMPOUND CURVE CONCAVE NORTHERLY, HAVING A RADIUS OF 1445.00 FEET, A RADIAL LINE THROUGH SAID POINT OF TANGENT COMPOUND CURVE BEARS SOUTH 09°42'36" EAST; THENCE WESTERLY ALONG SAID TANGENT COMPOUND CURVE THROUGH A CENTRAL ANGLE OF 19056'47", AN ARC DISTANCE OF 503.05 FEET; THENCE NORTHERLY LEAVING SAID CURVE, NORTH 10° 14' 10" EAST, 5.00 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE NORTH, HAVING A RADIUS OF 1440.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 10° 14' 10" WEST; THENCE WESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 06026'37", AN ARC DISTANCE OF 161.95 FEET TO THE BEGINNING OF A TANGENT COMPOUND CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 285.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 16°40'48" WEST, THE PRECEDING 4 COURSES BEING ON THE SOUTHERLY LINE OF SAID LOT 1; THENCE WESTERLY AND NORTHERLY ALONG SAID TANGENT COMPOUND CURVE THROUGH A CENTRAL ANGLE OF 73019'01 ", AN ARC DISTANCE OF 364.69 FEET; THENCE NORTH 00'00' 11" WEST, 478.78 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 385.00 FEET; THENCE NORTHERLY ALONG SAID TANGENT CURVE THROUGH A CENTRAL ANGLE OF 49014'43", AN ARC DISTANCE OF 330.90 FEET; THENCE LEAVING SAID TANGENT CURVE NORTH 40045'07" EAST, 5.00 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 260.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 40°45'07" WEST; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 45°28'01", AN ARC DISTANCE OF 206.32 FEET; THENCE NORTH 03°46'53" WEST, 404.79 FEET TO THE POINT OF BEGINNING, THE PRECEDING 6 COURSES BEING ON THE WESTERLY LINE OF SAID LOT 1. EXCEPTING THEREFROM LOTS 1 THROUGH 97 INCLUSIVE, A THROUGH Y INCLUSIVE OF TRACT NO. 36537-1, AS SHOWN BY MAP ON FILE IN BOOK 442, AT PAGES 55 THROUGH 63, INCLUSIVE OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. ALSO EXCEPTING THEREFROM ALL OIL, MINERALS, NATURAL GAS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL RESOURCES, METALLIFEROUS OR OTHER ORES, AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE PROPERTY, AND ALL RIGHTS ASSOCIATED WITH THE FOREGOING, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THE PROPERTY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE PROPERTY AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER FIVE HUNDRED (500) FEET OF THE SUBSURFACE OF THE PROPERTY IN FAVOR OF KSL LAND HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY AS PER GRANT DEED RECORDED OCTOBER 22, 2004 AS INSTRUMENT NO. 2004-0836421 OF OFFICIAL RECORDS. PARCEL C LOT K OF TRACT MAP NO.29421, AS SHOWN BY MAP ON FILE IN BOOK 297 PAGE(S) 54 THROUGH 57, INCLUSIVE, OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. EXCEPTING THEREFROM ALL OIL, MINERALS, NATURAL GAS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL RESOURCES, METALLIFEROUS OR OTHER ORES, AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE PROPERTY, AND ALL RIGHTS ASSOCIATED WITH THE FOREGOING, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THE PROPERTY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE PROPERTY AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER FIVE HUNDRED (500) FEET OF THE SUBSURFACE OF THE PROPERTY IN FAVOR OF KSL LAND HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY AS PER GRANT DEED RECORDED OCTOBER 22, 2004 AS INSTRUMENT NO. 2004-0836421 OF OFFICIAL RECORDS. PARCEL D: NONEXCLUSIVE EASEMENTS FOR PEDESTRIAN AND VEHICULAR (INCLUDING CONSTRUCTION VEHICLES) INGRESS AND EGRESS, OVER AND ACROSS THE REAL PROPERTY DESCRIBED IN EXHIBIT "B" IN GRANT DEED RECORDED OCTOBER 22, 2004 AS INSTRUMENT NO. 04-836421 OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS: PARCEL A OF PARCEL MAP NO.20426, AS SHOWN BY MAP ON FILE IN BOOK 129, PAGES 49 THROUGH 55, INCLUSIVE, OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. EXCEPTING THEREFROM ANY PORTION LYING WITHIN PARCEL MAP NO. 24995, AS SHOWN BY MAP ON FILE IN BOOK 165, PAGES 49 THROUGH 55, INCLUSIVE OF PARCEL MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA. PARCEL E: NONEXCLUSIVE EASEMENTS FOR DRAINAGE AND ACCESS OVER AND ACROSS THE REAL PROPERTY DESCRIBED IN EXHIBIT "A" IN DOCUMENT RECORDED JANUARY 28, 2013 AS INSTRUMENT NO. 13-0043714 OF OFFICIAL RECORDS, MORE PARTICULARLY DESCRIBED AS: THAT PORTION OF PARCEL 1 OF LOT LINE ADJUSTMENT NO. 95-208, AS APPROVED BY THE CITY OF LA QUINTA ON NOVEMBER 14, 1996 AND AS SHOWN BY GRANT DEED RECORDED NOVEMBER 15, 1996, AS DOCUMENT NO. 96-438730, OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL 1, SAID POINT BEING A POINT ON A CURVE, CONCAVE NORTHEASTERLY HAVING A RADIUS OF 1714.00 FEET, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 8057'35" WEST; THENCE SOUTH-EASTERLY ALONG THE NORTHERLY LINE OF SAID PARCEL 1 AND ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 2014'33", AN ARC LENGTH OF 67.09 FEET, TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID NORTHERLY LINE, AND SAID CURVE, THROUGH A CENTRAL ANGLE OF 0°40'07", AN ARC LENGTH OF 20.00 FEET; THENCE LEAVING SAID NORTHERLY LINE, SOUTH 5°33'41" WEST, 84.15 FEET; THENCE NORTH 84026' 19" WEST, 20.00 FEET; THENCE NORTH 5°33'41" EAST, 84.44 FEET, TO THE POINT OF BEGINNING. APN: 775-370-003-0 and 775-220-021-2 EXHIBIT "B" LEGAL DESCRIPTION OF THE WOODBRIDGE PROPERTY REAL PROPERTY IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCELI: LOTS 14 THROUGH 20,45 THROUGH 52,61 THROUGH 64 AND 89 THROUGH 92 OF TRACT NO. 36537-1, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS FILED IN BOOK 442, PAGES 55 THROUGH 63 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 2: LOTS 14,15 AND 18 THROUGH 22 OF TRACT NO. 36537-2, IN THE CITY OF LA QUINTA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS FILED IN BOOK 443, PAGES 38 THROUGH 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM FROM PARCELS 1 AND 2 ALL OIL, MINERALS, NATURAL GAS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL RESOURCES, METALLIFEROUS OR OTHER ORES, AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE PROPERTY, AND ALL RIGHTS ASSOCIATED WITH THE FOREGOING, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM SAID LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THE PROPERTY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE PROPERTY AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER FIVE HUNDRED (500) FEET OF THE SUBSURFACE OF THE PROPERTY IN FAVOR OF KSL LAND HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY AS PER GRANT DEED RECORDED OCTOBER 22, 2004 AS INSTRUMENT NO.2004-0836421 OF OFFICIAL RECORDS. PARCEL 3: A NONEXCLUSIVE EASEMENT FOR DRAINAGE OF LANDSCAPE IRRIGATION AND RAINFALL AND ACCESS FOR INGRESS AND EGRESS PER THE TERMS OF THAT CERTAIN AMENDED AND RESTATED GRANT OF EASEMENT FOR DRAINAGE RECORDED FEBRUARY 20, 2014 AS INSTRUMENT NO. 2014- 0066143 AND GRANT OF EASEMENT FOR DRAINAGE RECORDED FEBRUARY 20, 2014 AS INSTRUMENT NO. 2014-0066144, BOTH OF OFFICIAL RECORDS, RIVERSIDE COUNTY CALIFORNIA. APNS: 775-400-014 THROUGH 775-400-020, 775-400-045 THROUGH 775-400-052, 775-410-001 THROUGH 775-410-004, 775-410-029 THROUGH 775-410-032, 775-420-016, 775-420-017, 775-420-020 THROUGH 775- 420-024.