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THIS INSTRUMENT PREPARED BY AND
AFTER RECORDING RETURN TO:
FATTEN MUCHIN ZAVIS ROSENMAN
525 West Monroe Street, Suite 1600
Chicago, Illinois 60661
SUBORDINATION,ATTORNMENT AND
NON-DISTURBANCE/ESTOPPEL AGREEMENT
THIS SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE/ESTOPPEL
AGREEMENT (this "Agreement"), dated this 7`" day of August, 2002, City of Redlands
("Tenant"), and LaSalle Bank National Association, a national banking association, its
successors and assigns ("Mortgagee"), having its principal place of business at 135 S. LaSalle,
12th Floor, Chicago, IL 60603,Attention: Real Estate Capital Markets.
RECITALS:
I. Tenant is the lessee under that certain lease executed between Tenant and Kiwi
Associates. LLC/OSA Associates 2, LLC ("Landlord"), dated October 13, 2000 (the lease and
all amendments thereto are hereinafter referred to as the "Lease"), covering all or a portion of
property legally described in Schedule I attached hereto and made a part hereof (the
"Property").
IL Mortgagee is making a loan (the "Loan") to Landlord which is secured, in part,
by the lien of a mortgage or deed of trust executed and delivered by Landlord to Mortgagee
encumbering the Property (the "Mortgage") and an assignment of leases and rents from the
Property.
111. As a condition to making the Loan, Mortgagee requires that Tenant enter into this
Agreement.
NOW, THEREFORE, in consideration of the covenants contained herein and other good
and valuable consideration, the receipt mand sufficiency of which is hereby acknowledged, the
parties agree as follows:
A- Tenant hereby represents, acknowledges and agrees as follows:
1. The Lease has not been amended, modified or extended except as follows:
none.
2. The Lease does not contain any options to purchase and/or lease additional
space, rights of set off, rights of first refusal to purchase and/or lease
additional space or any similar provisions regarding acquisition of
ownership interests or additional leased space in the building except as
follows:
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3. The term of the Lease commenced on November 1, 2000 and will
terminate on October 31. 2003.
4. The current monthly rent payment under the Lease is $1,498.00. Rent has
been paid through July, 2002. No advance rents have been prepaid except
for the current month.
5. In addition to monthly rent payments, the following amounts are also
payable on a monthly basis for the following purposes: $450.89 for Real
Estate Tax, Insurance and Common Area Charges.
6. The improvements described in the Lease have been completed and
accepted by Tenant.
7. The security deposit under the Lease is currently$0.00.
8. Tenant has not sublet any portion c-if the leased premises or assigned any
of its rights under the Lease.
9. Tenant is in full and complete possession of the premises demised under
the Lease, such possession having been delivered by the Landlord
pursuant to the Lease and having been accepted by the Tenant.
10. The Lease is in fall force and effect, Tenant has no existing claims,
defenses or offsets under the Lease against Landlord, no uncured default
exists under the Lease, and no event has occurred that would, except for
the lapse of time, the giving of notice or both, constitute a default.
11. No cancellation, modification, amendment, extension, or assignment of
the Lease, and no subletting or prepayment of more than one month's rent
shall be made without Mortgagee's prior written consent.
12. All rent payments shall be paid as provided under the Lease until Tenant
has been otherwise notified by Mortgagee or its successor and assign.
Tenant agrees that, upon receipt of a notice from Mortgagee or its-
successor or assign that there has been a default by Landlord under the
Loan Documents, Tenant shall make all subsequent rent payments directly
to Mortgagee (or its successor or assign), or at the direction of Mortgagee
(or its successor or assign). All prepayments of more than one month's
rent and any and all termination fees paid by Tenant, or at Tenant's
direction, shall be payable jointly to Mortgagee and Landlord.
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13. Tenant will not look to Mortgagee for the return of the security deposit, if
any, under the Lease, except to the extent that such funds are delivered to
Mortgagee.
14. The guaranty of the Lease, if any, is in full force and effect_
15. Tenant will deliver to Mortgagee a copy of all notices Tenant delivers to
or receives from Landlord in accordance with the notice provision set
forth herein.
B. The Lease and all terms thereof, including, without limitation, any options to
purchase, rights of first refusal, rights of set off, and any similar rights, are and
shall be subject and subordinate to the Mortgage, and to all amendments,
modifications, replacements and extensions thereof, to the full extent of the
principal, interest, fees, expenses and all other amounts secured thereby.
C. In the event Mortgagee elects to foreclose the Mortgage, Mortgagee will not join
Tenant in summary or foreclosure proceedings unless required by applicable law
(and then only to the extent so required) as long as Tenant has not amended the
Lease without Mortgagee's prior written consent and is not in default under the
Lease.
D. In the event that Mortgagee shall succeed to the interest of Landlord under the
Lease and there exists no default by Tenant under the Lease and Tenant has not
amended the Lease without Mortgagee's prior written consent, Mortgagee agrees
not to disturb or otherwise interfere with Tenant's possession of the leased
premises for the unexpired term of the Lease, provided that Mortgagee shall not
be:
1. liable for any act or omission of Landlord or any prior landlord under the
Lease;
2. subject to any offsets or defenses which Tenant might have against
Landlord or any prior landlord;
3. bound by any rent or additional rent which Tenant might have paid for
more than the current month to Landlord or any prior landlord;
4- bound by any amendment or modification of the Lease made without
Mortgagee's prior written consent; or
5. liable for any security deposit Tenant might have paid to Landlord or any
prior landlord, except to the extent Mortgagee has actually received said
security deposit.
E. Upon Mortgagee's succeeding to Landlord's interest under the Lease, Tenant
covenants and agrees to attom to Mortgagee or a purchaser at a foreclosure or
trustee's sale, to recognize such successor landlord as Tenant's landlord under the
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Lease, and to be bound by and perform all of the obligations and conditions
imposed upon Tenant by the Lease. If requested by Mortgagee or any subsequent
owner, Tenant shall execute a new lease with Mortgagee, for a term equal to the
remaining term of the Lease and otherwise-containing the same provisions and
covenants of the Lease,
F. Prior to terminating the Lease due to a default by Landlord thereunder, Tenant
agrees to notify Mortgagee of such default and give Mortgagee the opportunity to
cure such default within thirty(30) days of Mortgagee's receipt of such notice (or,
if such default cannot reasonably be cured within such thirty (30) day period,
Mortgagee shall have such longer time as may be necessary to cure the default;
provided that Mortgagee commences the cure within such period and diligently
pursues the cure thereafter).
G. This Agreement shall be binding upon and inure to the benefit of the respective
heirs, personal representatives, successors and assigns of the parties hereto.
H. This Agreement can be modified only in writing duly executed by both parties.
I. Any notices, communications and waivers under this Agreement shall be in
writing and shall be (i) delivered in person, (ii) mailed, postage prepaid, either by
registered or certified mail, return receipt requested, or (iii) by overnight express
carrier, addressed in each case as follows:
To Mortgagee: LaSalle Bank National Association
135 S. LaSalle Street
12th Floor
Chicago, Illinois 60603
Attn: Real Estate Capital Markets
To Tenant: City of Redlands Police Dept.
Attn: Community Services Commander
P.O. Box 1025
Redlands, CA 92,373
or to any other address as to any of the parties hereto, as such party shall
designate in awritten notice to the other party hereto. All notices sent pursuant to
the terms of this Paragraph shall be deemed received (1) if Personally delivered,-
then on the date of delivery, (ii) if sent by overnight, express carrier, then on the
next federal banking day immediately following the day sent, or (iii) if sent by
registered or certified mail, then on the earlier of the third federal banking day
following the day sent or when actually received.
J. If any action or proceeding is instituted to enforce the terms here-of, the prevailing
party in such action or proceeding shall be entitled to reasonable attorneys' fees,
costs and expenses of the prevailing party.
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K. This Agreement, and all obligations of Tenant hereunder, shall terminate upon
the release and satisfaction of the Mortgage.
L. The undersigned representative of Tenant certifies that he/she has full power,
authority and right to execute and deliver this Agreement on behalf of Tenant and
to bind Tenant to the provisions hereof.
M. This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original but all of which when taken together shall
constitute one agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
TENANT:
City of Redlands
Name: Karl N. Haws
Its: Mavor
Attest: By
Nam Lorri o zer
Its: _ City lerk
MORTGAGEE:
LaSalle Bank National Association, a national
banking association
By:
Name:
Its:
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ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO SS
CITY OF REDLANDS
By the authority granted under Chapter 4, Article 3, Section 1181, of the California Civil Code,
and Chapter 2, Division 3, Section 40814, of the California Government Code, on September 3,
2002, before me, Beatrice Sanchez, Deputy City Clerk, on behalf of Lorrie Poyzer, City Clerk f
the City of Redlands, California, personally appeared Karl N. Haws and Lorrie Poyzer
I X1 personally known to me - or - I I proved to me on the basis of satisfactory evidence to
be the persons whose names) are subscribed to the within instrument and acknowledged to me that
they executed the same in their authorized capacities and that by their signatures on the instrument
the persons, or the entity upon behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal.
of R E
............ ,rteLOME POYZER, CITY CLERK
RP
OR4
By:
Beatrice Sanchez, Deputy City Clerkd
(909)798-7531
Ow
CAPACITY CLAIMED BY SIGNER(S)
Individual(s) signing for oneselUthemselves
Corporate Officer(s)
Title(s)
oinvany
Partner(s)
Partnership
Attorney-In-Fact
Principal(s)
Trustee(s)
Trust
x Other
Title(s): Mayor and City Clerk
Entity Represented: City of Redlands, a municipal corporation
THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
Title or Type of Document: Subordination,Attornment and Non-Disturbance/Estoppel Agreement
Date of Document: August 7, 2002
Signer(s) Other Than Named Above: LaSalle Bank National Association
JOINDER
As an inducement for Mortgagee to execute and deliver this Agreement and close the
Loan referenced herein, a , the Guarantor of
Tenant's obligations under the Lease, hereby (i) acknowledges and consents to the terms of the
Agreement, and (ii) agrees to assume all of Tenant's liability arising under the Agreement with
respect to a breach by Tenant of any of its obligations contained in the Agreement.
By:
Name:
Its:
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STATE OF ILLINOIS
Ss.
COUNTY OF
1, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY, that the of
LaSalle Bank National Association, a national banking association, who is personally known to
me to be the same person whose name is subscribed to the foregoing instrument, appeared before
me this day in person and acknowledged that he/she signed and delivered the said instrument as
his/her own free and voluntary act and as the free and voluntary act of said Bank, for the uses
and purposes therein set forth.
Given under my hand and notarial seal this day of 2002.
Notary Public
[SEAL]
My commission expires:
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STATE OF ILLINOIS
SS.
COUNTY OF
1, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY, that the of
, a , who is personally
known to me to be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person and acknowledged that he/she signed and delivered the
said instrument as his/her own free and voluntary act and as the free and voluntary act of said
, for the uses and purposes therein set forth.
Given under my hand and notarial seal this day of 2002.
Notary Public
[SEAL]
My commission expires:
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SCHEDULE
LEGAL DESCRIPTION
MORTGAGE COMPANY
TO PROVIDE LEGAL
DESCRIPTION
Schedule 161
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