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(Above Space for Recorder’s Use Only
Public Agency Official Business--Recording
Fee Exempt, Gov’t Code, Section 6103)

GRANT OF EASEMENTS, DECLARATION OF USE RESTRICTIONS AND AGREEMENT FOR ADJACENT PROPERTY

THIS GRANT OF EASEMENTS, DECLARATION OF USE RESTRICTIONS AND AGREEMENT FOR ADJACENT PROPERTY (the “Adjacent Property Easement”) is made, executed and delivered as of the ___ day of _______, 1999, effective as provided herein, by and between the BURBANK-GLENDALE-PASADENA AIRPORT AUTHORITY, a public entity formed pursuant to the California Joint Exercise of Powers Act (“Authority”) and the CITY OF BURBANK, a Mmunicipal corporation (“City”), with reference to the following facts:

A.On June 25, 1999, the Superior Court entered a judgment in condemnation in Burbank-Glendale-Pasadena Airport Authority v. Lockheed Corporation, et al., Los Angeles County Superior Court Case No. BC 155 222 (the “Condemnation Action”), an eminent domain proceeding filed by the Authority to condemn the real property described in Exhibit “A-1” (the "B-6 Property") for public use.

B.On August __, 1999, the Authority and the City executed an Escrow Agreement (the “Escrow Agreement”) pursuant to which the Authority and the City have agreed to the imposition of easements and restrictions on the use of the B-6 Property as set forth in this Adjacent Property Easement and the Grant of Easements, Declaration of Use Restrictions and Agreement for Trust Property executed by the Authority, the City and Security Trust Company, a California corporation, as trustee (the “Trustee”), of even date herewith (the “Trust Property Easement”).

C.The Court has entered a Final Order of Condemnation in the Condemnation Action (the “Final Order”).

D.Pursuant to the Final Order, all of the right, title and interest in that portion of the B-6 Property described in Exhibit “A-2” (the “Adjacent Property”) will be conveyed to the Authority. The Final Order provides that the Authority shall cause the Trustee to record a certified copy of the Final Order, this Adjacent Property Easement, and the Trust Property Easement, in that order and without the intervention of any other document, in the Official Records of Los Angeles County.

E.The City is the owner of the real property legally described in Exhibit “A-3", situated adjacent to or in the immediate vicinity of the B-6 Property (the “City Property”).

F.Pursuant to the Escrow Agreement, the Authority and the City desire to enter into and thereafter record, this Adjacent Property Easement, for the purpose of establishing the use restrictions and easements provided for in the Escrow Agreement as use restrictions and easements in favor of the City and the City Property, and as covenants running with the Adjacent Property, or any portion thereof, and the City Property, concurrently with the entry and recordation of the Final Order and the vesting of title to the Adjacent Property in the Authority subject to the terms of this Adjacent Property Easement.

G.The parties intend that the easements and covenants provided for herein shall run in favor of and benefit the City, both in its capacity as a governmental body with regulatory authority over the Adjacent Property pursuant to its land use ordinances and regulations and the rights provided for under Public Utilities Code Section 21661.6 (“PUC Section 21661.6”) and in its proprietary capacity as the owner of the City Property and other real property within its boundaries.

H.References herein to “the Authority” and “the City” shall include the grantees, successors and assigns of the Authority and the City, as applicable.

THEREFORE, the parties agree as follows:

1. Grant of Easements. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Authority grants to the City, as easements appurtenant to and for the benefit of the City Property, and in gross, for the benefit of the City in its governmental and proprietary capacities, the following easements over, upon, in and to the Adjacent Property (the “Adjacent Property Easements”): (a) no structure shall be constructed, built, erected or placed on the Adjacent Property within the Building Restriction Line (“BRL”), as shown on the Authority’s Airport Layout Plan (“ALP”), approved by the Federal Aviation Administration (“FAA”) on June 10, 1998, a copy of which is attached as Exhibit “B”, (b) no portion of the Adjacent Property shall be used for any purpose other than the uses permitted pursuant to the July 9, 1997 Stipulated Order of the Los Angeles County Superior Court in City of Burbank v. Burbank-Glendale-Pasadena Airport Authority, Case. No. EC 022341 (the “1997 Stipulated Order”), a copy of which is attached hereto as Exhibit “C”, and (c) notwithstanding any uses permitted under the 1997 Stipulated Order, no portion of the Adjacent Property shall be used for expansion or enlargement of the Airport or for any structure, construction or development project to expand or enlarge the Airport unless and until a “Final Development Agreement” has been concluded and all preconditions set forth in the Final Development Agreement to any structure, construction or development have been achieved by the Authority. As used herein, “Development Agreement” means a development agreement governing the use of the B-6 Property that has been executed by the City and the Authority. “Final Development Agreement” means a Development Agreement as to which all periods for any legal challenges have expired without any challenge having been made, or, if a challenge has been made either (i) the challenge has failed or (ii) the Development Agreement has been finally upheld by a court of competent jurisdiction as valid and fully enforceable in accordance with its terms and all appeals have been finally exhausted.

2. Use Restrictions. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Authority declares that the Adjacent Property shall be held, conveyed, hypothecated, encumbered, leased, rented, used, occupied and improved subject to the following covenants, conditions, restrictions and limitations (the “Adjacent Property Use Restrictions”): (a) no structure shall be constructed, built, erected or placed on the Adjacent Property within the BRL shown on the ALP, (b) no portion of the Adjacent Property shall be used for any purpose other than the uses permitted pursuant to the 1997 Stipulated Order and (c) notwithstanding any uses permitted under the 1997 Stipulated Order, no portion of the Adjacent Property shall be used for expansion or enlargement of the Airport or for any structure, construction or development project to expand or enlarge the Airport unless and until a Final Development Agreement has been concluded and all preconditions set forth in the Final Development Agreement to any structure, construction or development have been achieved by the Authority.

3.Use Restrictions Run with Land. The Adjacent Property Use Restrictions relate to the use, repair, maintenance or improvement of the Adjacent Property, shall constitute covenants running with the Adjacent Property and the City Property, shall constitute equitable servitudes imposed upon the Adjacent Property for the benefit of the City Property and the City, shall be binding upon all persons having or acquiring any right, title or interest in the Adjacent Property or any portion thereof, and shall be for the benefit of the City Property and each and every successor to the City as owner thereof.

4.Effectiveness of Easements and Use Restrictions. The Adjacent Property Easements and Adjacent Property Use Restrictions shall take effect, and the Adjacent Property shall be held, conveyed, hypothecated, encumbered, leased, rented, used, occupied and improved subject to the terms of this Adjacent Property Easement, concurrently with the recordation of the Final Order, or any other final order of condemnation of the Adjacent Property, or any portion thereof, approved by the Authority and the City, in the Condemnation Action, and the vesting of any or all right, title and interest to the Adjacent Property in the Authority.

5.Additional Documents. The Authority, the City and the Trustee shall execute, acknowledge, deliver and record such additional documents as may reasonably be required from time to time in order to effectuate fully the purposes of this Adjacent Property Easement.

6.Enforcement. Any violation or threatened violation of this Adjacent Property Easement may be enjoined by a court of competent jurisdiction, in addition to and not exclusive of all other remedies available at law or in equity to any party or person entitled to enforce this Adjacent Property Easement.

7.Release or Termination of Easements and Use Restrictions.

7.1.Action by City. The Adjacent Property and the Adjacent Property Use Restrictions set forth in Sections 1 and 2 above shall remain in full force and effect unless and until terminated by the City. In the event an Adjacent Property Easement or Adjacent Property Use Restriction is terminated by the City, the City shall execute, acknowledge and cause to be recorded an appropriate instrument (the “Termination Instrument”) modifying, releasing or terminating the applicable Adjacent Property Easement(s) or Adjacent Property Use Restriction(s) without the consent of, or authorization by, any other party, including without limitation the Authority or the Trustee.

7.2.Action Upon Transmission of An Acknowledgement of Development Approval or Notice of Election to Proceed Under Development Agreement as Modified to Trustee. In the event the City and the Authority conclude and execute a Final Development Agreement, then upon transmission of a Acknowledgement of Development Approval or a Notice of Election to Proceed Under Development Agreement as Modified in accordance with the terms of the Escrow Agreement and the Final Order, the City shall execute, acknowledge and cause to be recorded a Termination Instrument in favor of the Authority sufficient to terminate the Adjacent Property Easements and the Adjacent Property Use Restrictions, except as provided in Section 7.3.

7.3.Adjacent Property Easements and Adjacent Property Use Restrictions Prohibiting Use of Adjacent Property For Purposes of Expanding or Enlarging the Airport. In no event shall the City be required to release or terminate the City Easements and City Use Restrictions set forth in Sections 1 (c) and 2 (c) above prohibiting the use of any portion of the Adjacent Property for expansion or enlargement of the Airport or for any structure, construction or development project to expand or enlarge the Airport unless and until all preconditions set forth in a Final Development Agreement to any structure, construction or development have been achieved by the Authority.

8.Attorneys’ Fees. In any action or proceeding for the enforcement or interpretation of this Adjacent Property Easement, the prevailing party shall be awarded, in addition to taxable costs, damages, injunctive or other relief, its actual costs and expenses incurred in such action or proceeding, including but not limited to, its reasonable attorneys’ fees.

IN WITNESS WHEREOF, the parties have executed this Adjacent Property Easement as of the date first set forth above.

EXHIBIT A-1

Description of B-6 Property

EXHIBIT A-2

Description of Adjacent PropertyEXHIBIT A-3

Description of City Property

EXHIBIT B

Copy of the Authority’s Current FAA-Approved Airport Layout Plan

EXHIBIT C

Copy of Stipulated Order of July 9, 1997