Prepared by and Return to:
American Tower
Attn: Land Management/Erin O'Reilly, Esq.
10 Presidential Way
Woburn, MA 01801
Assessor's Parcel No(s): 3125-010-915
RESOLUTION AND CONSENT AFFIDAVIT
City of Lancaster, a California Municipal Corporation,
Be it known that, under the pains and penalties of perjury, the undersigned Members, Partners, Directors, Shareholders, Officers or Trustees, as applicable (collectively, the "Affiants") of the above referenced entity (the "Landlord"), hereby declare and resolve the following:
1. Landlord (or its predecessor-in-interest) has leased or subleased a portion of land to Los Angeles SMSA Limited Partnership d/b/a Verizon Wireless, a California limited partnership (the "Tenant") pursuant to that certain Lease dated May 1, 2001 (as the same may have been amended from time to time, collectively, the "Lease").
2. Landlord and Tenant desire to enter into an amendment of the Lease (the "Amendment') in order to further amend the Lease as more particularly set forth in the Amendment.
3. Landlord is duly organized, validly existing, and in good standing in the jurisdiction of its formation, organization, and/or incorporation, as applicable, and is otherwise authorized to transact business and in good standing in any other jurisdictions where such qualifications are required. Landlord has full power and authority to enter into and perform Landlord's obligations under the Amendment and the other Transaction Documents (as hereinafter defined), and the Amendment and the other Transaction Documents have been duly executed and delivered by Landlord. The Affiants listed below are the only legal and equitable owners of Landlord and are the only members, partners, directors, shareholders, officers and/or trustees, as applicable, of Landlord.
4. The Affiants hereby approve of the Transaction Documents and all of the terms and provisions contained therein and declare, resolve and/or affirm, as applicable, that Landlord is hereby authorized to enter into the Transaction Documents with Tenant and effect the transactions contemplated therein. The Affiants hereby declare and affirm that any other corporate and shareholder, member, partner, and/or trustee actions required to effectuate the transactions contemplated in the Amendment and other Transaction Documents have been completed.
Site No: 411516
VZW Site No: 123016
Site Name: Avenue L CA
Project No: 13736349
5. The Affiants also declare that they have full legal authority to bind Landlord under the laws of the State or Commonwealth in which the Leased Premises (as defined in the Amendment) is located, and Affiants have the full authority to execute any and all of the Transaction Documents on behalf of Landlord and to nominate individuals to act on Landlord's behalf.
6. The Affiants hereby nominate the below listed individual (the "Nominee") as attorney-in-fact to execute and deliver the Amendment, together with any other documents and agreements, including, without limitation, the Memorandum (as defined in the Amendment), required to be executed and delivered pursuant to the terms and provisions of the Amendment (the Amendment and all of such other aforementioned agreements and documents, collectively, the "Transaction Documents"), on behalf of Affiants and Landlord. The Nominee shall have full power and authority to act on behalf of Affiants and on behalf of Landlord for purposes of executing and delivering the Transaction Documents and ensuring that Landlord fulfills its obligations thereunder. Additionally, the Nominee shall have full authority to direct the manner in which all payments made by Tenant pursuant to the Amendment are to be made to Landlord, including, without limitation, identifying which bank accounts) to transfer funds to in the event a wire payment is made by Tenant.
NOMINEE: (Print Name)
(Address)
7. This Resolution and Consent Affidavit shall become effective as of the date of the last notarized signature of the Affiants listed below.
8. Affiants hereby acknowledge and agree that Tenant, its lenders, and its title insurance company are relying upon, and are entitled to rely upon, this Resolution and Consent Affidavit and the contents hereof as a material inducement to entering into the Amendment and other Transaction Documents. Tenant, its lenders, and its title insurance company may rely upon a faxed, scanned or otherwise electronically reproduced fully-executed copy of this document as if it were an original.
9. This document can only be amended or modified by addendum or an amendment that is fully executed and notarized by all Affiants listed hereunder. [SIGNATURES COMMENCE ON FOLLOWING PAGE]
Site No: 411516
VZW Site No: 123016
Site Name: Avenue L CA
Project No: 13736349
EXECUTED UNDER THE PAINS AND PENALTIES OF PERJURY ON THE DATE WRITTEN BELOW AFFIANT NO. 1 2 WITNESSES
Signature:
Print Name: _ Signature: _
Date: _ Print Name:
Title: (circle one) Member, Partner, Director, Signature:_ Shareholder, Officer, Trustee Print Name:
Percentage Ownership or Voting Interest:
%
ALL CAPACITY ACKNOWLEDGMENT
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 validity of that document.
State of California
County of
On _ before me, , Notary Public,
personally
(print name of notary)
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 of officer [SEAL]R
Site No: 411516
VZW Site No: 123016
Site Name: Avenue L CA
Project No: 13736349
EXECUTED UNDER THE PAINS AND PENALTIES OF PERJURY ON THE DATE WRITTEN BELOW AFFIANT NO. 2 2 WITNESSES
Signature:
Print Name: Signature: _
Date: Print Name:
Title: (circle one) Member, Partner, Director, Signature:
Shareholder, Officer, Trustee Print Name:
Percentage Ownership or Voting Interest:
%
ALL CAPACITY ACKNOWLEDGMENT
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 validity of that document.
State of California
County of
On _ before me, _ Notary Public,
personally
(print name of notary)
appeared.
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 of officer [SEAL]
Site No: 411516
VZW Site No: 123016
Site Name: Avenue L CA
Project No: 13736349
EXECUTED UNDER THE PAINS AND PENALTIES OF PERJURY ON THE DATE WRITTEN BELOW AFFIANT NO. 3 2 WITNESSES
Signature:
Print Name: _ Signature:
Date: Print Name:
Title: (circle one) Member, Partner, Director, Signature: _ Shareholder, Officer, Trustee Print Name:
Percentage Ownership or Voting Interest:
%
ALL CAPACITY ACKNOWLEDGMENT
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 validity of that document.
State of California
County of
On _ before me, Notary Public,
personally
(print name of notary)
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 of officer [SEAL]
Site No: 411516
VZW Site No: 123016
Site Name: Avenue L CA
Project No: 13736349
EXECUTED UNDER THE PAINS AND PENALTIES OF PERJURY ON THE DATE WRITTEN BELOW AFFIANT NO. 4 2 WITNESSES
Signature:
Print Name: Signature: _
Date: Print Name:
Title: (circle one) Member, Partner, Director, Signature: _ Shareholder, Officer, Trustee Print Name:
Percentage Ownership or Voting Interest:
_%
ALL CAPACITY ACKNOWLEDGMENT
Nho signed he document to him this erice fate er, and ny the fretty des, andracy, validity of that document.
. State of California
County of
On _ before me, , Notary Public,
personally
(print name of notary)
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 nd acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies nd that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf 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 of officer [SEAL]
Site No: 411516
VZW Site No: 123016
Site Name: Avenue L CA
Project No: 13736349
EXECUTED UNDER THE PAINS AND PENALTIES OF PERJURY ON THE DATE WRITTEN BELOW AFFIANT NO. 5 2 WITNESSES
Signature:
Print Name: _ Signature: _
Date: Print Name:
Title: (circle one) Member, Partner, Director, Signature:_ Shareholder, Officer, Trustee Print Name:
Percentage Ownership or Voting Interest:
ALL CAPACITY ACKNOWLEDGMENT
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 validity of that document.
State of California
County of
On _ before me, _ Notary Public,
personally
(print name of notary)
appeared
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 of officer [SEAL]
Site No: 411516
VZW Site No: 123016
Site Name: Avenue L CA
Project No: 13736349
EXECUTED UNDER THE PAINS AND PENALTIES OF PERJURY ON THE DATE WRITTEN BELOW AFFIANT NO. 6 2 WITNESSES
Signature:
Print Name: _ Signature: _
Date: _ Print Name:
Title: (circle one) Member, Partner, Director, Signature:_ Shareholder, Officer, Trustee Print Name:
Percentage Ownership or Voting Interest:
%
ALL CAPACITY ACKNOWLEDGMENT
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 validity of that document.
State of California
County of.
On _ before me, Notary Public,
personally
(print name of notary)
appeared
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 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 of officer [SEAL]
Site No: 411516
VZW Site No: 123016
Site Name: Avenue L CA
Project No: 13736349