EXCHANGE AND EASEMENT AGREEMENT
THIS EXCHANGE AND EASEMENT AGREEMENT (this "Agreement") is entered into as of the first day of June, 2013, by and among THE CITY OF REDONDO BEACH, a California chartered municipal corporation ("City"), and SOUTH BAY CENTER SPE, LLC, a Delaware limited liability company ("South Bay Center"), and SOUTH BAY ASSOCIATES SPE, LIC, a Delaware limited liability company (together with its successors and assigns "Developer"). Each of City and South Bay Center and Developer may be referred to collectively herein as the "Parties" or singularly as a "Party."
RECITALS:
Developer owns fee title to certain real property within the City of Redondo Beach, California, as depicted on Exhibit "A-1" attached hereto and legally described on Exhibit "A-2" attached hereto (the "FC Kingdale Parcel").
B City owns fee title to certain real property in the City of Redondo Beach, California, as depicted on Exhibit "A-1" attached hereto and legally described on Exhibit "A-3" attached hereto ("City Galleria Parcel") which is located adjacent to the South Bay Galleria, a shopping center owned by Developer. The City currently operates a transit center on the City Galleria Parcel. The City also owns fee title to a parcel of land located adjacent to the FC Kingsdale Parcel, as depicted on Exhibit "A-1" as the "City Kingsdale Parcel". The City intends to jointly develop the FC Kingdale Parcel and the City Kingsdale Parcel as a transit center (the FC Kingdale Parcel and the City Kingsdale Parcel are sometimes collectively referred to as the "Future Transit Center Parcel").
C Pursuant to the MOU (defined below), the Parties contemplated entering into this Agreement to facilitate and set forth the conditions and the transfer and exchange (the "Exchange") of the FC Kingdale Parcel and the City Galleria Parcel as contemplated in the MOU.
D. The Parties mutually desire to enter into this Agreement to set forth the terms and conditions under which (i) Developer will ground lease to the City the FC Kingdale Parcel; (ii) City shall construct a new transit terminal on the Future Transit Center Parcel; (iii) the City shall demolish the existing transit center and restore the City Galleria Parcel and construct a right turn lane adjacent to the City Galleria Parcel as set forth herein; (iv) the City shall transfer the City Galleria Parcel to Developer; and (v) Developer shall transfer the FC Kingdale Parcel to the City.
E. Concurrently with the execution of this Agreement, the Ground Lease (defined below), was executed by the respective parties thereunder.
NOW, THEREFORE, in consideration of the foregoing and of the covenants and conditions contained herein, the Parties agree as follows:
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1. GENERAL PROVISIONS
1.1 Purpose of Agreement. The purpose of this Agreement is to set forth the rights and obligations of the Parties with respect to the Exchange and the development of the FC Kingdale Parcel, as well as other matters more particularly described herein. The acquisition and development of the FC Kingdale Parcel by City pursuant to this Agreement, as well as the fulfillment of the other terms of this Agreement, are in the vital and best interests of the City and the health, safety, morals and welfare of its residents and in accord with the public purposes and provisions of applicable federal, state and local laws and requirements.
1.2 Definitions. The following terms shall have the following definitions:
"Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such Person. For purposes hereof, the term "control" (including the term "controlled by" and "under common control with") shall mean the possession, directly or indirectly, of the legal right to direct the voting of, more than 50% of the voting interests in a Person or the governing body of such Person. An Affiliate of Developer shall mean any Person that is controlled by, directly or indirectly, Forest City Enterprises, Inc., an Ohio corporation. "Agreement" has the meaning set forth in the first paragraph of this Agreement. "City" means the City of Redondo Beach, a chartered municipal corporation organized under the laws of the State of California.
"City Council" means the city council of the City.
"City Deposil" has the meaning set forth in Section 5.3(b) below. "City Galleria Parcel Deed" means the deed conveying title to the City Galleria Parcel to Developer in the form attached hereto as Exhibit "E" attached hereto. "City Galleria Parcel Non-Foreign Transferor Declaration" has the meaning set forth in Section 5.5(a).
"City Galleria Parcel Permitted Exceptions" has the meaning set forth in Section 7 below.
"City Galleria Parcel Title Policy" means a title insurance policy insuring Developer's interest in the City Galleria Parcel in the form of that pro forma title insurance policy attached hereto as Exhibit "F"
"City Galleria Parcel Value" shall mean,$1,025,000, the value as established and described in that certain Appraisal Report dated as of September 28, 2010 prepared by R. P.
Laurain & Associates, Inc.
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"City Kingdale Parcel Value" is $2,160,000.00, the value as established and described in that certain Appraisal Report dated as of September 28, 2010 prepared by R. P.
Laurain & Associates, Inc.
"Consent Agreement" means that certain Consent and Ratification Agreement of even date herewith by and among Lender, Developer and certain Affiliates of Developer pursuant to which Lender is granting its consent to the transactions specified herein. "Developer" has the meaning set forth in the first paragraph of this Agreement, and includes any nominee, assignee or successor in interest to Developer as permitted in this Agreement.
"Developer Deposit" has the meaning set forth in Section 5.2(b). "Environmental Claim" means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, directives, claims, liens, investigations, proceedings or written notices of noncompliance, liability or violation by any person or entity (including any governmental or regulatory authority) alleging potential liability (including, without limitation, potential responsibility or liability for enforcement, investigatory costs, cleanup costs. governmental response costs, removal costs, remedial costs, natural resources damages, property damages, personal injuries or penalties) arising out of, based on or resulting from (a) the presence, or release or threatened release into the environment, of any Hazardous Substance; (b) in or ances anil the baby any thy polity se bi alad yes, contribut on, i demininetion. cost recovery, compensation or injunctive relief resulting from the presence or release of any Hazardous Substance.
"Environmental Law" means any federal, state, county, municipal, local or other statute, ordinance or regulation which relates to or deals with the protection of the environment or wildlife and/or human health and safety, including all regulations promulgated by a regulatory body pursuant to any such statute, ordinance, or regulation, including, the Comprehensive Environmental Response and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq., Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901, et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251 et seq., the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq., and NRS Chapter 459. "Escrow" has the meaning set forth in Section 5.1.
"Escrow Agen!" has the meaning set forth in Section 5.1. "Exchange" has the meaning set forth in Recital C.
"Existing Transit Center" means the transit center situated on the City Galleria Parcel and operated by the City as of the date of this Agreement. "FC Kingdale Non-Foreign Transferor Declaration" has the meaning set forth in Section 5.2(a).
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"FC Kingdale Parcel Deed" means the deed conveying title to the FC Kingdale Parcel to the City in the form attached hereto as Exhibit "G" attached hereto "FC Kingsdale Parcel Permitted Exceptions" has the meaning set forth in Section 7 below.
"FC Kingdale Parcel Title Policy" means a title insurance policy insuring the City's interest in the FC Kingdale Parcel in the form of that pro forma title insurance policy attached hereto as Exhibit "H".
"FC Kingdale Parcel Value" is $3,190,000.00, the value as established and described in that certain Appraisal Report dated as of September 28, 2010 prepared by R. P.
Laurain & Associates, Inc.
"FTA" means Federal Transit Administration.
"FTA Release" means a release by the FTA of certain restrictions encumbering the City Galleria Parcel.
"Future Transit Center" means the Transit Center to be developed by the City on the Future Transit Center Parcel, in accordance with the provisions of the Ground Lease. "Ground Lease" means that certain Ground Lease of the FC Kingdale Parcel dated concurrently herewith between Developer, as Ground Lessor, and City, as Ground Lessee, as it may be amended from time to time.
"Hazardous Substance" means asbestos, urea formaldehyde, polychlorinated biphenyls, nuclear fuel or materials, radioactive materials, explosives, known carcinogens, petroleum products and by products (including crude oil or any fraction thereof) and any pollutant, contaminant, chemical, material or substance defined as hazardous or as a pollutant or a contaminant in, or the use, manufacture, generation, storage, treatment, transportation, release or disposal of which is regulated by, any Environmental Law. "Indemnitor" has the meaning set forth in Section 14.
"Information Return" has the meaning set forth in Section 5.7(d). "Lease Memorandum" means that Memorandum of Ground Lease dated concurrently herewith between Developer, as Ground Lessor, and City, as Ground Lessee. "Lender" means U.S. Bank National Association, successor to Bank of America, National Association, successor by merger to LaSalle Bank National Association), as Trustee of the Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-PWR14.
"License Agreement" means that certain license agreement between Developer and City granting Developer the right to use up to 100 parking spaces on the Future Transit 4 03253-0002 235603.11
Parcel following completion of the Future Transit Center and a right of first offer in the form of that attached hereto as Exhibit "L"
"Loan Documents" means the Deed of Trust and related UCC-Financing Statements recorded against the FC Kingdale parcel in favor of Trustee for the benefit of Lender.
"MOU" means that Memorandum of Exchange Re: Redondo Beach Parcel Exchange dated as of March 23, 2011 entered into between City and Developer, "Partial Release" means the partial release of the FC Kingdale Parcel from the Deed of Trust recorded against the FC Kingdale parcel in favor of Trustee for the benefit of Lender, along with the two UCC-Amendments and the Affidavit, each in the form of that attached hereto as Exhibit "O".
"Party" and "Parties" have the meanings set forth in the first paragraph to this Agreement.
"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or government, or any city or political subdivision thereof. "Recorder's Office" means the Office of the Recorder of Los Angeles County, California.
"SNDA" shall have the meaning set forth in Section 3.3. "Step One Closing" shall have the meaning set forth in Section 5.5(a). "Step One Closing Date" means the date all of the documents set forth in Section
5.2(a) have been deposited into escrow.
"Step Two Close of Escrow" means the date when Escrow Agent shall have recorded all of the instruments to be recorded as set forth in Section 5.5(b) below. "Step Iwo Closing Date" means the earlier of (i) a date mutually agreed to by City and Developer but not less than thirty (30) days following written notice from City that the closing conditions set forth in section 6.2 and 6.3 have been satisfied or waived by City and Developer, and (i) June 1, 2023.
"Termination Agreement" means the recordable agreement between the City and the Developer, in the form of that attached hereto as Exhibit "N", that terminates of record that certain Construction, Easement and Maintenance Agreement by and between Developer, as successor in interest to South Bay Associates, and City dated as of July 1, 1986, as amended, which describes certain transit related parking and maintenance obligations of the parties with respect to the City Galleria Parcel that will no longer be in effect as of the Step Two Close of Escrow.
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"Trustee" means Stewart Title of California, Inc.
"Turning Lane Easement" means the recordable easement from Developer to City over property adjacent to the City Galleria Parcel for the creation of a right turn at Kingdale and Artesia Boulevards, including a subordination from Lender, in the form of that attached hereto as Exhibit "M".
FC KINGDALE PARCEL AND CITY GALLERIA PARCEL.
FC Kingsdale Parcel is depicted as "FC Kingsdale Parcel" on Exhibit "A-1" and legally described on Exhibit "A-2" ; each of which are attached hereto. The acreage of FC Kingsdale Parcel is approximately 1.219 acres. The City Galleria Parcel is depicted as "City Galleria Parcel" on Exhibit "A-1" and legally described on Exhibit "A-3", each of which are attached hereto. The acreage of the City Galleria Parcel is approximately.532 acres.
3. PARTIES TO THE AGREEMENT
3.1 City. The office of City is located at 415 Diamond Street, Redondo Beach, California 90277. City shall not assign any interest in or delegate any obligation under this Agreement to any non-Affiliate without the prior written approval of Developer at Developer's sole and absolute discretion.
3.2 Developer and South Bay Center. The principal offices of South Bay Center and Developer are located at c/o Forest City Enterprises, Inc., 949 South Hope Street, Suite 200, Los Angeles, California 90015. Developer shall not assign any interest in or delegate any obligation under this Agreement to any non-Affiliate without the prior written approval of City, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, City hereby grants its consent to the assignment by Developer of all of its right, title and interest hereunder to Lender, and acknowledges and agrees that Lender (or its nominee) and any successor owner of the FC Kingdale Parcel shall be entitled to all of Developer's rights and remedies hereunder and shall be deemed to have assumed all of Developer's obligations hereunder should it acquire title to the FC Kingdale Parcel by foreclosure, deed-in-lieu or otherwise. The foregoing assignment and assumption shall be self-operative.
3.3 Ground Lease. Subject to the terms and conditions of this Agreement, Developer agrees to ground lease the FC Kingdale Parcel to City pursuant to the Ground Lease, substantially in the form attached hereto as Exhibit "D-1", but only if City shall also execute and deliver to Lender a Subordination, Non-Disturbance and Attornment Agreement in the form attached hereto as Exhibit "D-2" (the "SNDA"). Ground Lessee warrants to Lender, as of the date hereof, that the Ground Lease attached hereto as "Exhibit D-1" is a true, correct and complete copy of the Ground Lease.
4. THE EXCHANGE
4.1 Exchange. Subject to terms and conditions of this Agreement, (i) Developer agrees to (a) terminate the Ground Lease with City for the FC Kingdale Parcel; and (b) convey 6 03253-0002 235603.11
fee simple title to the FC Kingdale Parcel to the City in consideration of the contemporaneous conveyance to Developer of fee simple title to the City Galleria Parcel and (ii) City agrees to convey fee simple title to the City Galleria Parcel to Developer in consideration of the contemporaneous conveyance to the City of fee simple title to the FC Kingsdale Parcel. The City shall cooperate with Developer, at no cost to the City, to complete the Exchange in a tax- efficient manner as part of a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended.
4.2 Purchase Price. The purchase price for the FC Kingdale Parcel shall be the conveyance by City to Developer of fee simple title to the City Galleria Parcel. The purchase price for the City Galleria Parcel shall be the conveyance of fee simple title to the FC Kingdale Parcel to the City. The Parties agree that for purposes of the Exchange, based on appraisals from a third party appraiser, the value of the FC Kingdale Parcel is the FC Kingdale Value, and that the value of the City Galleria Parcel is the City Galleria Value, and the value of the City Galleria Parcel Parking Value is the City Galleria Parcel Parking Value.
4.3 Memoranda.
(a) Concurrently with the execution of this Agreement the Parties each have executed and acknowledged the Memorandum of Exchange Agreement attached hereto as Exhibit "B" and delivered it to the Escrow Agent for recordation against both the City Galleria Parcel and the FC Kingdale Parcel. The City and Developer shall split the costs of recordation thereof equally.
(b) Concurrently with the execution of this Agreement, the Memorandum of Ground Lease attached hereto as Exhibit "C" has been executed and acknowledged by the respective parties thereunder and delivered to the Escrow Agent for recordation against the FC Kingsdale Parcel.
5. ESCROW
5.1 Escrow and Escrow Instructions. Concurrently with the execution of this Agreement, City and Developer have opened an escrow account ("Escrow") with Stewart Title Guaranty - NTS, at 505 N. Brand Blvd., Suite 800A, Glendale, CA 91203, Attention: Josette Loaiza, Senior Commercial Escrow Officer (phone: 818-547-2032)(email:
[email protected]), as escrow agent (the "Escrow Agent"). This Agreement constitutes the joint escrow instructions of City and Developer, and a fully executed copy of this Agreement has been delivered to the Escrow Agent. City and Developer shall provide such additional escrow instructions as shall be necessary and consistent with this Agreement. The Escrow Agent has accepted the provisions of this Section 5.1 and hereby is empowered to act under this Agreement and shall carry out its duties as Escrow Agent hereunder.
5.2 Developer's Escrow Deposits.
(a) Concurrently with the execution of this Agreement, Developer has deposited or caused to be deposited with Escrow Agent the following items:
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(i) one original Memorandum of Exchange Agreement, duly executed and acknowledged by Developer;
(ii) the FC Kingdale Parcel Deed duly executed and acknowledged by Developer;
(ili) two originals of the Ground Lease Termination Agreement in the form of that attached hereto as Exhibit "I", duly executed by Developer, and one original Termination of Memorandum of Ground Lease in the form of that attached hereto as Exhibit "J" and one original Termination of Memorandum of Exchange Agreement in the form of that attached hereto as Exhibit "K", each duly executed and acknowledged by Developer; (iv) the Partial Release and two UCC-Amendments executed on behalf of the Trustee;
(v) two (2) originals of the License Agreement, duly executed by Developer;
(vi) two (2) originals of the Ground Lease and Memorandum of Ground Lease duly executed and acknowledged by the Developer; (vii) two (2) originals of the Turning Lane Easement duly executed by Developer and acknowledged, and duly executed by Lender, as to the subordination provisions, and acknowledged (City to provide legal descriptions in the form of that attached hereto as Exhibit "M"; City and Developer acknowledge and agree that such legal descriptions shall require Lender's prior written consent, receipt of which shall be a condition to City's obligation to consummate the Step One Closing);
(viii) two (2) originals of the Termination Agreement duly executed and acknowledged by the Developer;
(ix) a non-foreign transferor declaration in customary form (the "FC Kingdale Non-Foreign Transferor Declaration") and California Form 593-C, each duly executed by Developer with respect to the FC Kingdale Parcel ; (x) Three (3) originals of the SNDA, duly executed by Developer and Lender and acknowledged;
(xi) Developer's certificate signed by Developer that all of Developer's representations and warranties set forth herein are true and correct in all material respects as of the Closing Date; and
(хії) any other documents, instruments, data, records, correspondence or agreements required to be delivered, or caused to be delivered, by Developer under this Agreement which have not been delivered.
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(b) Concurrently with the execution of this Agreement, Developer shall deposit with Escrow Agent the amount required (the "Developer Deposit") to pay the following fees, charges and costs:
(i) ad valorem taxes, if any, upon the FC Kingdale Parcel for any time period prior to the estimated Closing Date; and
(ii) any prorations due from Developer pursuant to Section 9 below.
The amount of the Developer Deposit made pursuant to this Section 5.2(b) is an estimate of the amount required to pay all of such costs and expenses. In the event the Escrow Holder provides written notice of any additional amounts that are required to be deposited by Developer to pay uch costhe dose pens in order per phall deposition at each tell cl later than one (1) business day prior to the scheduled date for the Close of Escrow.
5.3 City's Escrow Deposits.
(a) Concurrently with the execution of this Agreement, City has deposited or caused to be deposited with the Escrow Agent the following items:
(i) one (1) original Memorandum of Exchange Agreement, duly executed and acknowledged by the City;
(ii) the City Galleria Parcel Deed duly executed and acknowledged by the City;
(ili) two (2) originals of the Ground Lease and the Memorandum of Ground Lease duly executed and acknowledged by the City; (iv) two (2) originals of the Termination Agreement duly executed and acknowledged by the City;
(v) two (2) originals of the Ground Lease Termination Agreement, duly executed by the City, and one original Termination of Memorandum of Ground Lease and one original Termination of Memorandum Exchange Agreement, each duly executed and
acknowledged by the City;
(vi) two (2) originals of the Turning Lane Easement duly executed and acknowledged by the City;
(vii) a non-foreign transferor declaration in customary form (the "City Galleria Parcel Non-Foreign Transferor Declaration") and California Form 593-C, each duly executed by the City with respect to the City Galleria Parcel;
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(vill) Three (3) originals of the SNDA, duly executed by the City and acknowledged;
(ix) Two (2) originals of the License Agreement, duly executed by the City;
(x) City's certificate signed by the City that all of the City's representations and warranties set forth herein are true and correct in all material respects as of the Closing Date; and
(xi) any other documents, instruments, data, records, correspondence or agreements required to be delivered, or caused to be delivered, by the City under this Agreement which have not been delivered (b) Concurrently with the execution of this Agreement, the City shall deposit with Escrow Agent the amount required (the "City Deposit") to pay the following fees, charges and costs:
(i) all of the recording costs for the Ground Lease Termination Agreement; the Turning Lane Easement, the Memorandum of Ground Lease, the Partial Release, the Termination Agreement, and the FTA Release; (li) the recording costs for the City Galleria Parcel Deed and the FC Kingsdale Parcel Deed;
all of the premium and costs for the City Galleria Title Policy and the FC Kingdale Parcel Title Policy;
(iv) all of the state, county or city documentary transfer tax related to the Exchange;
(v) all fees of Escrow Agent;
(vi) ad valorem taxes, if any, upon City Galleria Parcel for any time period prior to the estimated Closing Date;
(vii) any prorations due from City pursuant to Section 9 below; and (viii) all Third Party Fees, as described in Section 14.2(d) below.
The amount of the City Deposit made pursuant to this Section 5.3(b) is an estimate of the amount required to pay all of such costs and expenses. In the event the Escrow Agent provides written notice of any additional amounts that are required to be deposited by City to pay such costs and expenses in order to complete Close of Escrow at least ten (10) business days prior to the Close of Escrow, City shall deposit into Escrow such additional amounts no later than one (1) business day prior to the scheduled date for the Close of Escrow. 10 03253-0002 235603.11
5.4 Additional Escrow Deposits.
(a) The Parties shall also timely deliver into Escrow: any transfer declarations, returns or other similar documents satisfying federal or California state law requirements, if any; evidence reasonably satisfactory to the other Party and Escrow Agent respecting the authorization and execution of the documents required to be delivered hereunder; and such additional documents as may be reasonably required by the other Party or Escrow Agent in order to consummate the transactions provided hereunder.
(b) The Construction, Operation and Reciprocal Easement Agreement dated as of July 31, 1984 with land owners contiguous to the FC Kingdale Parcel or tenants of the Developer on the FC Kingsdale Parcel (as previously amended, and as the same may hereafter be further amended or modified, the "COREA") shall be amended as is necessary or appropriate to permit the City to fully utilize the FC Kingsdale Parcel for the purposes contemplated hereunder and under the Ground Lease, and a copy of the amendment to the COREA shall be deposited into Escrow for delivery to Developer, the City, and the Lender. A copy of the amendment to the COREA is attached hereto as Exhibit "O" and incorporated herein by this reference.
5.5 Closing Instructions. The Escrow Agent is authorized and instructed to perform the following on the Closing Date in the following order:
(a) Step One Closing. The Escrow Agent is authorized and instructed to record the Memorandum of Ground Lease and the SNA and the Memorandum of Exchange Agreement on the Step One Closing Date. Following such recordation, the Escrow Agent shall deliver to City and to Developer: (i) an original Ground Lease and recorded Memorandum of Ground Lease; (Ii) an original Exchange Agreement and recorded Memorandum of Exchange Agreement; and (iii) an original SNDA and recorded SNDA; and Escrow Agent shall deliver to the Lender (i) a copy of the Ground Lease and a copy of the Exchange Agreement; (ii) an original of the SNDA and a recorded copy of the SNDA, and (iii) certified copies of the recorded Memorandum of Ground Lease and Memorandum of Exchange Agreement. (b) Step Two Closing.
(i) First, record the Partial Release and two UCC-Amendments and FTA Release (which FTA Release is to be duly executed and acknowledged by the FTA and deposited into Escrow following completion of the construction of the Future Transit Center). (ii) Second, record the FC Kingsale Parcel Deed and the City Galleria Parcel Deed.
(iii) Third, record that certain Spreader Agreement by and between Lender South Bay Center and Developer.
(iv) Fourth, record original counterparts of the Termination Agreement. (v) Fifth, record original counterparts of the Termination of Memorandum of Ground Lease.
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(vi) Sixth, record original counterparts of the Termination of Memorandum of Exchange Agreement.
(vii) Seventh, record the Turning Lane Easement.
(viii) Eighth, record the amendment to the COREA.
(ix) Ninth, record the License Agreement.
(x) Tenth, deliver to Developer the City Galleria Parcel Title Policy and deliver to City the FC Kingdale Parcel Title Policy.
(xi) Eleventh, prepare and submit to the Internal Revenue Service the information return and statement concerning the closing of the Escrow (the "Information Return") required by Section 6045(e) of the Internal Revenue Code of 1986, as amended, unless the Information Return is not required under the regulations promulgated under Section 6045(e).
5.6 Instructions Upon Recordation. The instruments that are required to be recorded and/or delivered under this Agreement shall provide that the Recorder's Office shall return them to Escrow Agent after recordation, and upon receipt thereof and the completion of the Step Two Closing, Escrow Agent shall deliver the following:
(a) to City: (i) the original recorded FC Kingdale Parcel Deed; (i) the recorded Termination of Memorandum of Ground Lease; (iii) the recorded Termination of Memorandum of Exchange Agreement; (iv) the recorded Turning Lane Easement; (iv) an original Termination of Ground Lease; (v) plain copies of the real property transfer declaration; (vi) the original of the FC Kingdale Non-Foreign Transferor Declaration and 593-C; (vii) the original of Developer's certificate as to its representations and warranties; (viii) the original License Agreement; and (ix) copies of all other documents deposited by any Party into Escrow; (b) to Developer: (i) the original recorded City Galleria Parcel Deed; (i) the recorded Termination of Memorandum of Ground Lease; (iii) the recorded Termination of Memorandum of Exchange Agreement; (iv) the recorded Termination Agreement, FTA Release, and Partial Release; (iv) plain copies of the real property transfer declaration; (v) the original of the City Galleria Parcel Non-Foreign Transferor Declaration and 593-C; (vi) the original of City's certificate as to its representations and warranties; (vil) the original License Agreement; and (viii) copies of all other documents deposited by any Party into Escrow; and (vili) the original of the License Agreement.
to Lender: copies of each of the documents identified in Section 5.6(a) and 5.6(b) above (certified as to the recorded documents).
5.7 Funds. All funds received in Escrow shall be deposited by the Escrow Agent into an interest bearing escrow account, and, if agreed to by the Escrow Agent, in an account separate from other escrow funds of the Escrow Agent, with any state or national bank doing business in the State of California. If the Escrow Agent does not agree to maintain a separate 12 03253-0002 235603.11
account for the escrow funds deposited pursuant to this Agreement, the parties agree to Escrow Agent's standard business practices for maintaining the escrow funds. Such funds may be transferred to any other such general interest-bearing escrow account or accounts. All disbursements shall be made by check or wire transfer of the Escrow Agent. All adjustments shall be made on the basis of a thirty (30) day month. Any interest that is earned on funds deposited by a Party under this Agreement shall be for the benefit of such Party and applied to the closing costs of such Party.
5.8 Communication with Escrow Agent. A copy of any amendment of this Agreement signed by the Parties shall promptly be delivered to, and acknowledged by, Escrow Agent in the manner established in Section 16.5 hereof. Upon receipt and acknowledgement by Escrow Agent of any such amendment, the Escrow Agent shall agree to carry out its duties as Escrow Agent under this Agreement as so amended. All communications to or from the Escrow Agent shall be directed to the addresses and in the manner established in Section 16.5 of this Agreement for notices, demands and communications between City and Developer.
5.9 Liability of Escrow Agent. The liability of the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Articles 5 through 9, inclusive, of this Agreement. Escrow Agent acknowledges this Agreement and agrees to perform its obligations hereunder.
6. CLOSE OF ESCROW, CONVEYANCE OF TITLE AND DELIVERY OF
POSSESSION
This transaction shall be completed in two steps:
6.1 Closing Dates.
(a) Step One Closing Date. Step One Closing Date shall be the date all of the documents required to be deposited into escrow are so deposited and the Ground Lease is effective.
(b) Step Two Closing Date. Provided that all conditions precedent to the Step Two Close of Escrow have occurred, the Step Two Close of Escrow shall occur on the Step Two Closing Date. City and Developer agree to perform all acts necessary in sufficient time for title to be conveyed in accordance with the foregoing provision.
6.2 Conditions to Developer's Obligation to Closing. Notwithstanding any other provision of this Agreement, Developer's obligation to proceed with the Step Two Close of Escrow is subject to the fulfillment of each of the conditions precedent described below, which are solely for the benefit of Developer and which shall be fulfilled or waived in Developer's sole and absolute discretion prior to the Step Two Close of Escrow:
(a) City shall have delivered to Developer the Exercise Notice (as defined in Section 2(c) of the Ground Lease) and the Transfer Date (as stated in the Exercise Notice) shall have occurred;
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(b) City shall not be in violation of any of its material obligations under this Agreement, including, without limitation, City having executed, acknowledged where required, and/or deposited with Escrow Agent all of the documents and deposits required to be delivered and made by City as required herein;
(c) The City shall have delivered notice to the Developer that the Future Transit Center has been constructed on the FC Kingsdale Parcel; (d) The City shall have delivered notice to the Developer certifying that: the Existing Transit Center has been demolished; a new parking lot paved and striped in accordance with the depiction entitled "Signing and Striping" attached hereto as Exhibit "P" has been constructed on the City Galleria Parcel in accordance with applicable laws and the provisions of Section 10(c) below; and the right turn lane has been completed; (e) City and Developer shall have entered into the License Agreement; (f) City and Developer have terminated each of their obligations pursuant to the Termination Agreement;
(g) Escrow Agent is irrevocably committed to issue the City Galleria Parcel Title Policy as required herein;
(h) The City Galleria Parcel shall be free of all encumbrances and exceptions including the Federal Transit Administration restrictions, except for the City Galleria Parcel Permitted Exceptions;
(i) The Step Two Closing Conditions in the Consent Agreement shall have been satisfied or waived by Lender; and
(i) this Agreement has not been otherwise terminated.
6.3 Conditions to City's Obligation to Close. Notwithstanding any other provision of this Agreement, City's obligation to proceed with the Step Two Close of Escrow is subject to the fulfillment of each of the conditions precedent described below, which are solely for the benefit of City and which shall be fulfilled or waived in City's sole and absolute discretion prior to the Close of Escrow:
(a) Developer shall not be in violation of any of its material obligations under this Agreement, including, without limitation, Developer having executed, acknowledged where required, and/or deposited with Escrow Agent all of the documents and deposits required to be delivered and made by Developer as required herein;
(b) Escrow Agent is irrevocably committed to issue the FC Kingdale Parcel Title Policy as required herein;
(c) The FC Kingdale Parcel shall be free of all encumbrances and exceptions, except for the FC Kingdale Parcel Permitted Exceptions; and 14 03253-0002 235603.11
(d) this Agreement has not been otherwise terminated.
6.4 Possession. Possession of the FC Kingsdale Parcel shall be delivered to City concurrently with the Step One Closing pursuant to, and in accordance with the terms and conditions of, the Ground Lease. Possession of the City Galleria Parcel shall be delivered to Developer concurrently with the conveyance of title as part of the Step Two Closing.
7. CONDITION OF TITLE. City shall convey to Developer fee simple title to the City Galleria Parcel subject only to those exceptions and matters set forth on the City Galleria Parcel Title Policy (the "City Galleria Parcel Permitted Exceptions") and Developer shall convey to City fee simple title to the FC Kingdale Parcel subject only to those exceptions and matters set forth on the FC Kingdale Parcel Title Policy (the FC Kingdale Parcel Permitted Exceptions").
8. TITLE INSURANCE.
(a) It is the obligation of Developer that concurrently with recordation of the FC Kingdale Parcel Deed, and as a condition of closing, the Escrow Agent and any required co- insurer shall provide and deliver to City the FC Kingdale Parcel Title Policy. City shall pay the cost of the FC Kingdale Parcel Title Policy. Any survey required for the issuance of the FC Kingdale Parcel Title Policy shall be provided by Developer at the cost and expense of City. (b) It is the obligation of City that concurrently with recordation of the City Galleria Parcel Deed, and as a condition of closing, the Escrow Agent and any required co- insurer shall provide and deliver to Developer the City Galleria Parcel Title Policy. City shall pay the cost of the City Galleria Parcel Title Policy. Any survey required for the issuance of the City Galleria Parcel Title Policy shall be provided by City at the cost and expense of City.
9. PRORATIONS.
Except as may be otherwise expressly provided in this Agreement, all revenues, income and expenses of the FC Kingdale Parcel with respect to the period prior to the Step One Closing of Escrow shall be for the account of Developer, and all revenues, income and expenses of the FC Kingdale Parcel with respect to the period on and after the Step One Closing of Escrow shall be for the account of City. Except as may be otherwise expressly provided in this Agreement, all revenues, income and expenses of the City Galleria Parcel with respect to the period prior to the Step Two Close of Escrow shall be for the account of City, and all revenues, income and expenses of the City Galleria Parcel with respect to the period on and after the Step Two Close of Escrow shall be for the account of Developer. To the extent practicable, City and Developer shall request cut-off statements of expenses as of the Step One Close of Escrow for FC Kingdale Parcel and Step Two Close of Escrow for City Galleria Parcel. If cut-off statements are not available, the expenses shall be prorated as of the respective Close of Escrow on the basis of a thirty (30) day month and a three hundred sixty-five 365) day year, and shall be paid or credited by City to Developer or by Developer to City, as the case may be, at the Step Two Close of Escrow. In addition, if any of the expenses cannot be accurately allocated on the respective Close of Escrow, the same shall be allocated as soon as practicable after the Close of Escrow, but 15 03253-0002 235603.11
not more than ninety (90) days thereafter, and either City or Developer shall promptly pay to the other the sum determined pursuant to such subsequent allocation.
10. FEASIBILITY REVIEW; AS-IS SALE,
10.1 City Galleria Parcel.
(a) Feasibility Review. Developer agrees and acknowledges that Developer has had adequate time to determine the feasibility of the development of City Galleria Parcel.
Developer acknowledges that it has had full and complete access to City Galleria Parcel at all times as required by Developer and has received the full and complete cooperation of City.
Ownership of Reports and Studies. City agrees and acknowledges that all right, title and ownership of all proprietary and non-proprietary reports and studies pertaining to City Galleria Parcel and the City Galleria Project that are generated by Developer or for the benefit of Developer, including but not limited to marketing and research studies, internal planning studies, architectural drawings and renderings, surveys, and geotechnical and environmental reports and/or studies, shall be the sole property of Developer. (c) As-Is Nature of Transaction. Except as expressly provided in this Agreement, Developer acknowledges and agrees that the City Galleria Parcel is to be conveyed to and accepted by Developer in an "as is" condition with all faults and defects, if any. Except as expressly provided in this Agreement, City makes no representations or warranties of any kind whatsoever, either expressed or implied, with respect to the City Galleria Parcel or any of such related matters; in particular, but without limitation, City makes no representations or warranties with respect to the use, condition, title, occupation or management of the City Galleria Parcel, compliance with applicable statutes, laws, codes, ordinances, regulations or requirements relating to leasing, zoning, subdividing, planning, building, fire, safety, health or environmental matters, compliance with covenants, conditions and restrictions (whether or not of record), other local, municipal, regional, state or federal requirements, or other statutes, laws, codes, ordinances, regulations or requirements affecting or relating to the City Galleria Parcel. Developer acknowledges that notwithstanding any prior or contemporaneous oral or written representations, statements, documents or understandings, this Agreement constitutes the entire understanding of the Parties with respect to the subject matter hereof and the conveyance of the City Galleria Parcel and supersedes any such prior or contemporaneous oral or written representations, statements, documents or understandings.
Notwithstanding the foregoing, City, at its sole cost and expense, and including all costs of demolition and construction, whether or not anticipated or budgeted, shall construct a parking lot on the City Galleria Parcel in compliance with all applicable laws and with good workmanship and materials. On the Step Two Close of Escrow, the Developer shall carry appropriate insurance covering any claims arising out of the use of the City Galleria Parcel. Effective upon the Step Two Closing Date, City hereby assigns to Developer all right, title and interest in and to any and all licenses, permits, warranties, plans, contracts and other documents and items relating to the parking lot or any other improvements constructed upon or for the benefit of the City Galleria Parcel.
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(i) Developer hereby releases, waives, remises, acquits and forever discharges all rights, causes of action and claims which Developer has or may have in the future against City and Affiliates of City, their members, managers, officers, employees, agents, attorneys, representatives, legal successors and assigns, from any and all claims, suits, actions, causes of action, demands, rights, damages, costs, expenses, penalties, fines or compensation whatsoever, direct or indirect, which Developer now has or which Developer may have in the future on account of or in any way arising out of or in connection with Hazardous Substances or violation of Environmental Laws arising out of or in connection with any other physical or environmental condition of the City Galleria Parcel, except to the extent of any claims arising out of (a) the City's violation of Environmental Laws during its construction of the parking lot on the City Galleria Parcel, or (b) any Hazardous Substances brought onto the City Galleria Parcel during the City's construction of the parking lot., and (ii) Except as set forth in Section 12.1 below, Developer agrees that City is making no representations or warranties regarding the environmental condition or any other condition of the City Galleria Parcel.
(d) Developer agrees that this Agreement shall not in any way modify, release, or limit in any way warranties, covenants, obligations or other agreements, express or implied, contained in the Ground Lease.
10.2 FC Kingdale Parcel.
(a) Feasibility Review. City agrees and acknowledges that City has had adequate time to determine the feasibility of the development of FC Kingdale Parcel. City acknowledges that it has had full and complete access to FC Kingdale Parcel at all times as required by City and has received the full and complete cooperation of Developer. (b) Ownership of Reports and Studies. Developer agrees and acknowledges that, all right, title and ownership of all proprietary and non-proprietary reports and studies pertaining to FC Kingdale Parcel and the construction of a new Transit Center that are generated by City or for the benefit of City, including but not limited to marketing and research studies, internal planning studies, architectural drawings and renderings, surveys, and geotechnical and environmental reports and/or studies shall be the sole property of City. (c) As-Is Nature of Transaction. Except as expressly provided in this Agreement, City acknowledges and agrees that the FC Kingdale Parcel is to be conveyed to and accepted by City in an "as is" condition with all faults and defects, if any. Except as expressly provided in this Agreement, Developer makes no representations or warranties of any kind whatsoever, either expressed or implied, with respect to the FC Kingdale Parcel or any of such related matters; in particular, but without limitation, Developer makes no representations or warranties with respect to the use, condition, title, occupation or management of the FC Kingdale Parcel, compliance with applicable statutes, laws, codes, ordinances, regulations or requirements relating to leasing, zoning, subdividing, planning, building, fire, safety, health or environmental matters, compliance with covenants, conditions and restrictions (whether or not of record), other local, municipal, regional, state or federal requirements, or other statutes, laws, codes, ordinances, regulations or requirements affecting or relating to the FC Kingdale Parcel. 17 03253-0002 235603.11
City acknowledges that notwithstanding any prior or contemporaneous oral or written representations, statements, documents or understandings, this Agreement constitutes the entire understanding of the Parties with respect to the subject matter hereof and the conveyance of the FC Kingdale Parcel and supersedes any such prior or contemporaneous oral or written representations, statements, documents or understandings. In connection therewith, City further acknowledges and agrees as follows:
(i) City hereby releases, waives, remises, acquits and forever discharges all rights, causes of action and claims which City has or may have in the future against Developer and Affiliates of Developer, their members, managers, officers, employees, agents, attorneys, representatives, legal successors and assigns, from any and all claims, suits, actions, causes of action, demands, rights, damages, costs, expenses, penalties, fines or compensation whatsoever, direct or indirect, which City now has or which City may have in the future on account of or in any way arising out of or in connection with Hazardous Substances or violation of Environmental Laws arising out of or in connection with any other physical or environmental condition of the FC Kingsdale Parcel; and
(ii) Except as set forth in Section 12.2 below, City agrees that Developer is making no representations or warranties regarding the environmental condition or any other condition of the FC Kingdale Parcel.
(d) City agrees that this Agreement shall not in any way modify, release, or limit in any way warranties, covenants, obligations or other agreements, express or implied, contained in the Ground Lease.
11. CONVEYANCE FREE OF POSSESSION. Subject to the City Galleria Parcel Permitted Exceptions, the City Galleria Parcel shall be conveyed to Developer free of any possession or right of possession by any other Person. Subject to the FC Kingdale Parcel Permitted Exceptions, the FC Kingdale Parcel shall be conveyed to City free of any possession or right of possession by any other Person.
12. GENERAL REPRESENTATIONS AND WARRANTIES
12.1. City's Representations. City represents and warrants that as of the date hereof and the date of the Step One and Step Two Close of Escrow:
(a) City is organized and in good standing in the State of California. (b) City has all requisite power and authority to enter into and perform its obligations under this Agreement and all other agreements and instruments required to be executed hereunder by City.
(c) By proper action of the City Council, City's signatories have been duly authorized to execute and deliver this Agreement and all other agreements and instruments required hereunder to be executed by City.
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(d) The execution of this Agreement and all other agreements and instruments required to be executed hereunder by City does not violate any provision of any other agreement to which City is a party.
(e) Except as may be specifically set forth in this Agreement, no approvals or consents not heretofore obtained by City are necessary in connection with the execution of this Agreement and all other agreements and instruments required to be executed by City hereunder or with the performance by City of its obligations hereunder and all other agreements and instruments required to be executed by City hereunder.
(f) Except for the City Galleria Parcel Permitted Exceptions, there are no leases, encumbrances or options to lease or purchase affecting City Galleria Parcel. (g) No condemnation, eminent domain or similar proceedings have been instituted or, to City's actual knowledge, threatened against City Galleria Parcel. (h) There are no legal actions, suits or proceedings pending or, to City's actual knowledge, threatened before any judicial body or any governmental or quasi-governmental authority (i) against City Galleria Parcel or (ii) against City which would inhibit City's ability to perform its obligations under this Agreement and all other agreements and instruments required to be executed hereunder City.
No unresolved notice, citation, summons or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is pending or to City's actual knowledge threatened by any governmental or other entity or any other party with respect to any alleged violation of any Environmental Laws or with respect to any Hazardous Materials at, on, in or under the City Galleria Parcel. () The execution, delivery and performance of this Agreement and all other agreements and instruments required to be executed hereunder by City will not (i) conflict with or be in contravention of any provision of law, order, rule or regulation applicable to City or City Galleria Parcel; or (ii) result in any lien, charge or encumbrance of any nature on City Galleria Parcel other than as permitted by this Agreement.
As used in this Agreement, the term "City's actual knowledge" means the actual knowledge of the City Manager, Assistant City Manager and Community Development Director.
12.2 Developer's Representations. Developer represents and warrants to City that as of the date hereof and the date of Step One and Step Two Close of Escrow:
(a) Developer is a limited liability company organized and in good standing in the State of Delaware.
(b) Developer has all requisite power and authority to carry out business as now and whenever conducted and to enter into and perform its obligations under this Agreement and all other agreements and instruments required to be executed by Developer hereunder. 19 03253-0002 235603.11
(c) By proper action of Developer under the operating agreement governing Developer, Developer's signatories have been duly authorized to execute and deliver this Agreement and all other agreements and instruments required to be executed by Developer hereunder.
(d) The execution of this Agreement and all other agreements and instruments required to be executed by Developer hereunder by Developer does not violate any provision of any other agreement to which Developer is a party.
(e) Except as may be specifically set forth in this Agreement, no approvals or consents not heretofore obtained by Developer are necessary in connection with the execution of this Agreement and all other agreements and instruments required to be executed by Developer hereunder or with the performance by Developer of its obligations hereunder and all other agreements and instruments required to be executed by Developer hereunder. (f) As of the Step One Closing, except for the Ground Lease and the FC Kingdale Parcel Permitted Exceptions and the Loan Documents, there are no leases, encumbrances or options to lease or purchase affecting the FC Kingsdale Parcel; and, as of the Step Two Close of Escrow, except for the FC Kingdale Parcel Permitted Exceptions, there will be no leases, encumbrances or options to lease or purchase affecting the FC Kingdale Parcel. (g) No condemnation, eminent domain or similar proceedings have been instituted or, to Developer's actual knowledge, threatened against the FC Kingdale Parcel. (h) There are no legal actions, suits or proceedings pending or, to Developer's actual knowledge, threatened before any judicial body or any governmental or quasi- governmental authority against the FC Kingdale Parcel or against Developer which would inhibit Developer's ability to perform its obligations under this Agreement and all other agreements and instruments required to be executed by Developer hereunder. (i) No unresolved notice, citation, summons or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is pending or to Developer's actual knowledge threatened by any governmental or other entity or any other party with respect to any alleged violation of any Environmental Laws or with respect to any Hazardous Materials at, on, in or under the FC Kingdale Parcel. (i) Neither Developer, nor any of its principals or members, is currently a debtor in a case under the Bankruptcy Code (Title 11 U.S.C.), is the subject of an involuntary petition under the Bankruptcy Code, has made an assignment for the benefit of creditors or is insolvent and unable to pay its debts as they become due. (k) The execution, delivery and performance of this Agreement and all other agreements and instruments required to be executed hereunder by Developer will not (i) conflict with or be in contravention of any provision of law, order, rule or regulation applicable to Developer or FC Kingdale Parcel; or (ii) result in any lien, charge or encumbrance of any nature on FC Kingdale Parcel other than as permitted by this Agreement. 20 03253-0002 235603.11
13. BROKERS. Each Party warrants and represents to the other that no broker, finder or other intermediary hired or employed by it is entitled to a commission, finder's fee or other compensation based upon the transaction contemplated hereby and each Party (the "Indemnitor") shall indemnify and hold harmless the other Party from and against any and all liens, demands, liabilities, causes of action, judgments, costs, claims, damages, suits, losses and expenses, or any combination thereof, including reasonable attorneys' fees, of any nature, kind or description, caused by or arising out of the claim of any broker, finder or other intermediary alleging to have been employed or hired by the Indemnitor, to a commission, finder's fee or other compensation based upon the transactions contemplated hereby.
14. COVENANTS OF PARTIES
14.1 Developer's Covenants. Developer covenants as follows:
(a) Developer shall not enter into any option to purchase, right of first refusal, right of first offer or other similar agreement with respect to the purchase and sale of the FC Kingdale Parcel or any other agreement which would render Developer unable to convey the FC Kingdale Parcel to City subject only to the FC Kingdale Parcel Permitted Exceptions. As of the Step One and Step Two Close of Escrow, there will be (i) no leases or other agreements permitting possession or occupancy of all or any portion of the FC Kingdale Parcel by any third party, and (i) no contracts or other agreements for management, operations, services, supplies or materials affecting the use, operation or management of the FC Kingdale Parcel which shall survive the Step Two Close of Escrow.
(b) Developer shall not encumber the FC Kingdale Parcel in any way except for the Ground Lease and the FC Kingdale Parcel Permitted Exceptions. (c) Developer hereby grants to City temporary easements for the period of demolition and construction in, to, over, under, and across such portions of the property owned by the Developer that are adjacent to the Existing Transit Center as necessary for the City's demolition of the Existing Transit Center and construction of an additional right turn lane into the Galleria Shopping Center and any required construction and maintenance of the maintenan o un adjacent parkway and sidewalk, including, without limitation, the right to remove, repair, or relocate water, electrical, telephone, power, and other utility lines, and the right of entry and exit over and through Developer's adjacent property as needed for demolition and re-surfacing and construction purposes, all of which shall expire and be of no further force or effect upon and after the Step Two Closing Date. In exercising its rights under the temporary easements described herein, the City shall use its commercially reasonable efforts to not materially interfere with access to or the business operations of the Galleria Shopping Center.
14.2 City's Covenants. City covenants as follows:
(a) City shall not enter into any option to purchase, right of first refusal, right of first offer or other similar agreement with respect to the purchase and sale of City Galleria Parcel or any other agreement which would render City unable to convey City Galleria Parcel to Developer subject only to the City Galleria Parcel Permitted Exceptions. As of the Step One and Step Two Close of Escrow (except as provided in the City Galleria Parcel Permitted Exceptions) 21 03253-0002 235603.11
(i) no leases or other agreements permitting possession or occupancy of all or any portion of City Galleria Parcel by any third party, and (ii) no contracts or other agreements for management, operations, services, supplies or materials affecting the use, operation or management of City Galleria Parcel which shall survive the Step Two Close of Escrow. (b) City shall maintain City Galleria Parcel in the level of order, condition and repair as the property exists on the date hereof, except as required to fulfill City's demolition and construction obligations under this Agreement relating to the City Galleria Parcel.
(c) City shall not encumber City Galleria Parcel in any way except for the City Galleria Parcel Permitted Exceptions. (d) Except as otherwise set forth in this Agreement, City shall be responsible for the payment of Developer's out-of-pocket costs associated with the Exchange (regardless of whether such Exchange is consummated or not), including any title insurance, escrow fees, survey costs as well as any costs and expenses incurred by Lender in connection with the transactions described in this Agreement. Such costs shall include but not be limited to, out-of-pocket legal fees and expenses incurred by Lender in reviewing the proposed transaction documents (including reimbursement of Lender's legal expenses advanced by Developer), completion of a Phase One environmental study, Rating Agency Approval, title insurance premiums, recording and filing fees and escrow fees, and costs incurred by Developer in obtaining the letter of credit described in the Ground Lease. The City shall be responsible for all consultants fees incurred in connection with the reconstruction of the exterior parking lot following demolition of the Transit Center. The costs referred to in the foregoing two sentences shall be referred to collectively as the "Third Party Costs". (e) From time to time (but not more often than three (3) times during the term of this Agreement), the City shall, within thirty (30) days of receipt of request, execute and deliver to Lender a commercially reasonable Estoppel Certificate, certifying that: (i) this Agreement is unmodified and in full force and effect; (il) no notice has been received by the City of any default under this Agreement which has not been cured; and (iii) Developer is not in default under this Agreement (or any exceptions to such certifications).
14.3 Obligations of City Limited. No obligation assumed by or imposed upon City by this Agreement or remedy granted or otherwise arising in, under or pursuant to this Agreement against City shall require the payment of money by City, or the performance of any action by City, the performance of which requires money from City, except to the extent that funds are available for such payment or performance from City appropriations therefor lawfully made by the City. This Agreement shall not be construed as obligating the City Council to make future appropriations for the payment of monies for the performance of any obligations of City under this Agreement. The foregoing shall not limit any remedy available to Developer hereunder except that any such remedy shall not require, and the City shall not be obligated to make, future appropriations for the payment of monies.
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15. DEFAULT AND REMEDIES
15.1 Developer Event of Default. The occurrence of any of the following prior to the Close of Escrow shall be an event of default by Developer hereunder:
(a) the failure by Developer to timely deliver, or caused to be delivered, the deposits as required by Section 5.2 above and Section 5.4 above, unless such failure is a result of the failure to be satisfied of one or more of Developer's conditions precedent to Close of Escrow set forth in Section 6.2 above or a result of an uncured default of City under this Agreement; (b) the tiling of a petition or the institution of proceedings of, by, or against Developer pursuant to the Bankruptcy Reform Act of 1978, as amended, or any successor statute or pursuant to any state bankruptcy, insolvency, moratoria, reorganization, or similar laws which is not dismissed within ninety (90) days; or Developer's making a general assignment for the benefit of its creditors or the entering by Developer into any compromise or arrangement with its creditors generally; or Developer's becoming insolvent in the sense that Developer is unable to pay its debts as they mature or in the sense that Developer's debts exceed the fair market value of Developer's assets;
(c) the failure of Developer (i) to perform any material act to be performed by it under this Agreement, (ii) to refrain from performing any material prohibited act under this Agreement or (iii) to fulfill any material condition to be fulfilled by it under this Agreement (unless such failure is as a result of the failure of one or more of Developer's conditions precedent to Step Two Close of Escrow set forth in Section 6.2 above to be satisfied or a result of an uncured default of City under this Agreement), which failure is not cured by Developer within the relevant cure period set forth below or the performance thereof is otherwise extended pursuant to the express terms of this Agreement. Developer shall cure any monetary default within ten (10) business days after receipt of written notice from City. Developer shall cure any nonmonetary default within thirty (30) business days after receipt of written notice from City; provided, however, that in the event that such nonmonetary default is of a nature that it cannot be cured within such thirty (30) business day period, then Developer shall commence to cure such failure within such thirty (30) business day period and shall diligently prosecute such cure to its completion, and no such cure period shall in any way extend the Step Two Closing Date and Developer's obligation to close the Exchange by the Step Two Closing Date; or (d) any of Developer's representations and warranties set forth in Section 12.2 above shall be untrue in any material respect as of the Step Two Closing Date.
15.2 City Remedy. In the event of a default by Developer pursuant to Section 15.1, City may pursue any of the following remedies at City's election:
(a) waive any event of default by Developer;
(b) cure any default of Developer and/or perform such actions and/or pay such amounts to enable the Step Two Close of Escrow to occur as provided for and in compliance with this Agreement in which case Developer shall reimburse City upon demand for all costs and expenses incurred by City in curing such default, performing such actions and/or paying such 23 03253-0002 235603.11
amounts along with interest thereon at a rate equal to the lower of fifteen percent (15%) per annum or the highest legal rate of interest then permitted by applicable law; and/or (c) to demand specific performance of Developer's obligations under this Agreement including the closing of the Exchange or the conveyance of the FC Kingdale Parcel and any actions on the part of Developer to make such conveyance legal and in compliance with this Agreement and all applicable laws).
15.3 City Event of Default. The occurrence of any of the following prior to the Step Two Close of Escrow shall be an event of default by City hereunder:
the failure by City to timely deliver, or cause to be delivered, the deposits as required by Section 5.3 above and Section 5.4 above, unless such failure is as a result of the failure to be satisfied of one or more of City's conditions precedent to Step Two Close of Escrow set forth in Section 6.3 above or a result of an uncured default of Developer under this Agreement;
(b) the filing of a petition or the institution of proceedings of, by, or against City pursuant to the Bankruptcy Reform Act of 1978, as amended, or any successor statute or pursuant to any state bankruptcy, insolvency, moratoria, reorganization, or similar laws which is not dismissed within ninety (90) days; or City making a general assignment for the benefit of its creditors or the entering by City into any compromise or arrangement with its creditors generally; or City becoming insolvent in the sense that City is unable to pay its debts as they mature or in the sense that City's debts exceed the fair market value of City's assets; (c) the failure of City (i) to perform any material act to be performed by it under this Agreement, (ii) to refrain from performing any material prohibited act under this Agreement, or (iii) to fulfill any material condition to be fulfilled by it under this Agreement (unless such failure is as a result of the failure of one or more of City's conditions precedent to Step Two Close of Escrow set forth in Section 6.3 above to be satisfied or a result of an uncured default of Developer under this Agreement) which failure is not cured by City within the relevant cure period set forth below or the performance thereof is otherwise extended pursuant to the however, (i) that in the event that such nonmonetary default is of a nature that it cannot be cured within such thirty (30) business day period, then City shall commence to cure such failure within such thirty (30) business day period and shall diligently prosecute such cure to its completion and (ii) no such cure period shall in any way extend the Step Two Closing Date and City's obligation to close the Exchange by the Step Two Closing Date; or (d) any of City's representations and warranties set forth in Section 12.1 above shall be untrue in any material respect as of the Step Two Closing Date.
15.4 Developer's Remedies. In the event of a default by City pursuant to Section 15.3, Developer may pursue any of the following remedies at Developer's election:
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(a) waive any event of default by City;
(b) cure any default of City and/or perform such actions and/or pay such amounts to enable the Step Two Close of Escrow to occur as provided for and in compliance with this Agreement in which case City shall reimburse Developer upon demand for all costs and expenses incurred by Developer in curing such default, performing such actions and/or paying such amounts along with interest thereon at a rate equal to the lower of fifteen percent (15%) per annum or the highest legal rate of interest then permitted by applicable law; and/or (c) to demand specific performance of City's obligations under this Agreement (including the closing of the Exchange and any actions on the part of City to make such conveyance legal and in compliance with this Agreement and all applicable laws).
15.5 Termination Right.
(a) The Parties agree that in the event the City has not commenced construction of a New Transit Center on the FC Kingdale Parcel within two (2) years after the Step One Closing Date for any reason whatsoever (except for an event of force majeure, as described in Section 17(f) of the Ground Lease, in which event the date for commencement of construction shall be extended for a period in which the event of force majeure shall have terminated and construction is practicable), including, without limitation, the occurrence of an uncured event of default of a Party, either Party may terminate this Agreement upon thirty (30) days written notice to the other Party notwithstanding that the Party terminating this Agreement is in default of this Agreement. Upon any such termination, this Agreement shall be null and void and all deposits made under this Agreement shall be returned to the Party making such deposits. Any fees or cancellation costs related to the Escrow shall be shared equally by the Parties unless a Party is in default of this Agreement at such time in which case such defaulting Party shall pay all of such fees and/or cancellations costs. Upon such termination, the Ground Lease shall be terminated without further action or liability of the parties thereto, except that City shall fulfill its obligations under Section 5 of the Ground Lease.
15.6 Dispute Resolution. By entering into this Agreement, the Parties agree that in the event of a dispute arising from or related to this Agreement, any Party to the Agreement shall be entitled to submit such dispute to neutral binding arbitration. Any such arbitration proceeding shall be conducted in California, subject to California law, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and shall consist of three arbitrators, with one arbitrator to be appointed by each party and the third to be appointed by two arbitrators so appointed. Any award may be entered by either Party as a judgment or decree in any court of competent jurisdiction and enforced accordingly. This arbitration clause binds all parties to this Agreement and their successors and assigns, as applicable. After termination of this Agreement, this arbitration clause shall remain in effect for the resolution of all claims and disputes that are unresolved as of that date.
16. MISCELLANEOUS PROVISIONS
16.1 Time of the Essence. Time is of the essence of this Agreement and every obligation hereunder.
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16.2 Survival. The representations and warranties contained in this Agreement, and the covenants that extend beyond the conveyance of title, shall survive the recordation of any deed and shall not be deemed merged into such deed.
16.3 Successors and Assigns. This Agreement shall inure to the benefit of and bind the successors and assigns of the respective Parties hereto, subject to the provisions of this Agreement regarding assignment.
16.4 Non-Liability of Officials and Representatives of the Parties. (a) No official and/or employee of the City, or any Affiliate thereof, shall be personally liable to Developer for any default or breach by City, for any amount which may become due to Developer or for any obligation of City under the terms of this Agreement. (b) No member, officer, director, shareholder and/or employee of Developer, or any Affiliate thereof, shall be personally liable to City for any default or breach by Developer, for any amount which may become due to City or for any obligation of Developer under the terms of this Agreement.
16.5 Notices. All notices, consents, requests, demands and other communications provided for herein shall be in writing and shall be deemed to have been duly given (a) if and when personally served, (b) upon receipt after being sent by United States registered mail, return receipt requested, postage prepaid; (c) upon receipt after being sent via Federal Express or other national courier service or (c) upon confirmation of receipt if sent by facsimile at the following respective addresses, or such other address, as either Party may from time to time designate in writing:
If to City: City of Redondo Beach
415 Diamond Street
Redondo Beach, CA 90277
Attn: City Manager
with a copy to: Prudential Asset Resources, Inc.
2100 Ross Avenue, Suite 2500
Dallas, Texas 75201
Re: Loan No. 506106890
Attn: Asset Manager
If to Developer or South Bay Center:
South Bay Associates SPE, LLC
c/o Forest City West
949 S. Hope St.
Suite 200*
Los Angeles, CA 90015
Attn: Ken Lee
26 03253-0002 235603.11
Fax: (213) 488-9308
And: Forest City Enterprises
Terminal Tower
Suite 1360
50 Public Square
Cleveland, OH 44113
Attn: General Counsel
Fax: (216) 263-6206
with a copy to: Prudential Asset Resources, Inc.
2100 Ross Avenue, Suite 2500
Dallas, Texas 75201
Re: Loan No. 506106890
Attn: Asset Manager
If to Escrow Agent: Stewart Title Guaranty Company
National Title Services Division
505 N. Brand Blvd., Suite 800-A
Glendale, CA 91203
Attn: Josette Loaiza
Senior Commercial Escrow Officer
Re: Escrow No. 12110400
PH: 818.547.2032
FX: 818.546.1374
[email protected]
with a copy to: Prudential Asset Resources, Inc.
2100 Ross Avenue, Suite 2500
Dallas, Texas 75201
Re: Loan No. 506106890
Attn: Asset Manager
16.6 Subsequent City Approvals. Any approvals of City required or permitted by the terms of this Agreement are authorized to be given by such person that City designates in writing to Developer. If there is no time specified herein for City's approval, Developer may submit a letter requiring City's approval within thirty (30) days after submission to City.
16.7 Entire Agreement, Amendments and Waivers. This Agreement is executed in four (4) duplicate originals, each of which is deemed to be an original. This Agreement includes Exhibit "A" through Exhibit "O", inclusively, attached hereto and incorporated herein by reference, all of which constitute the entire understanding and agreement of the Parties.
This Agreement is intended by the Parties to be the final expression of their agreement with respect to the subject matter hereof, and is intended as the complete and 27 03253-0002 235603.11
exclusive statement of the terms of the agreement between the Parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the Parties with respect to all or any part of the subject matter hereof.
This Agreement supersedes the MOU in all respects. In the event of any conflict between this Agreement and the MOU, this Agreement shall govern and control.
All amendments hereto must be in writing and signed by the appropriate parties on behalf of City and Developer and shall be effective only if Lender shall consent in writing to such amendment, which consent City acknowledges may be granted or withheld in Lender's reasonable discretion.
All waivers of the provisions of this Agreement must be in writing and signed by the appropriate parties on behalf of City and Developer and no waiver of one provision shall be construed as a waiver of that provision in the future or as a waiver of any other provision.
16.8 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law, but if any provision shall be invalidated, it shall be deemed to be severed from this Agreement and the remaining provisions shall remain in full force and effect.
Governing Law. The interpretation and enforcement of this Agreement shall be governed in all respects by the laws of the State of California.
16.10 Captions. The captions contained in this Agreement are for the convenience of the Parties and shall not be construed so as to alter the meaning of the provisions of the Agreement.
16.11 Counterparts. Each counterpart of this Agreement shall be deemed to be an original and all of which together shall be deemed to be one and the same Agreement. Delivery of this Agreement may be accomplished by facsimile transmission of this Agreement. In such event, the Parties hereto shall promptly thereafter deliver to each other executed counterpart originals of this Agreement.
16.12 No Third Party Beneficiaries. Except as expressly set forth herein, nothing in this Agreement shall confer upon any Person, other than the Parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement.
16.13 Days. All references to "days" in this Agreement are to consecutive calendar days unless business days are specified. Business days do not include Fridays.
16.14 Construction. The Parties acknowledge that each Party and its counsel have reviewed and approved this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. 28 03253-0002 235603.11
16.15 Further Assurances Each Party will, whenever as reasonably requested to do so by the other Party, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any and all such further conveyances, assignments, approvals, consents and any and all other documents and do any and all other acts as may be necessary to carry out the intent and purpose of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.
CITY DEVELOPER
CITY OF REDONDO BEACH, a SOUTH BAY ASSOCIATES SPE, LLC, a California charter to muneipal corporation Delaware limited liability company By: South Bay Associates, sole member
By: By: Forest Bay, Inc., general partner
Name: Ropel
Title: aujo
By:
Name:
Clean Mangur Title:
City Clerk SOUTH BAY CENTER SPE, LLC, A
Delaware limited liability company
By: South Bay Associates, sole member
By: Forest Bay, Inc., general partner
APPROVED AS TO FORM:
By:
City Attorney Name:
Title:
29 03253-0002 235603.11
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.
CITY DEVELOPER
CITY OF REDONDO BEACH, a SOUTH BAY ASSOCIATES SPE, LLC, a California chartered municipal corporation Delaware limited liability company By: South Bay Associates, sole member
By: _ By: Forest Bay, Inc., general partner
Name:
Title:
By:
ATTEST: Name: Robert G. Brien
Title: Vice President
City Clerk SOUTH BAY CENTER SPE, LLC, A
Delaware limited liability company
By: South Bay Associates, sole member
By: Forest Bay, Inc., general partner
APPROVED AS TO FORM:
By:
City Attorney Name: Robert G. 'Brien
Title: Vice President
ESCROW
STEWART TITLE OF CALIFORNIA, INC.
By: _
Name:
Title:
29 03253-0002 235603.10
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.
CITY DEVELOPER
CITY OF REDONDO BEACH, a SOUTH BAY ASSOCIATES SPE, LLC, a California chartered municipal corporation Delaware limited liability company By: South Bay Associates, sole member
By: _ By: Forest Bay, Inc., general partner
Name:
Title:
By:
ATTEST: Name: Robert G. O'Brien
Title: Vice President
City Clerk SOUTH BAY CENTER SPE, LLC, A
Delaware limited liability company
By: South Bay Associates, sole member
By: Forest Bay, Inc., general partner
APPROVED AS TO FORM:
By:
City Attorney Name: Robert G. O'Brien
Title: Vice President
ESCROW
GUARANTY COMPAN
STEWART TITLE-OF CALIPORNIA, INC.
1-
By
Name: Josette Loaiza
Title:
-NTS Commercial
Escrow Officer
29 03253-0002 235603.10
LIST OF EXHIBITS
A-1 Site Map depicting FC Kingdale Parcel
A-2. Legal Description of FC Kingdale Parcel
A-3. Legal Description of City Galleria Parcel
B. Memorandum of Exchange Agreement
C. Memorandum of Ground Lease
D-1. Ground Lease
D-2. SNDA for Ground Lease
E. City Galleria Parcel Deed
F. City Galleria Parcel Pro Forma Title Policy
G. FC Kingsdale Parcel Deed
H. FC Kingdale Parcel Pro Forma Title Policy
I. Ground Lease Termination Agreement
J. Termination of Memorandum of Ground Lease
K. Termination of Memorandum of Exchange Agreement
L. License Agreement
M. Turning Lane Easement
Termination Agreement
0. Amendment to COREA
Signing and Striping of Galleria Parking Lot
Q. Partial Release, UCC-Amendments, Affidavit
30 03253-0002 235603.11
EXHIBIT A-1
SITE MAP DEPICTING FC KINGDALE PARCEL
Exhibit A-1 - 1
03253-0002 235603.11
CITY OF REDONDO BEACH
ENGINEERING DIVISION NOTES
• UTLITY POL 1H, UTTY
FEELS AXIT ASTOR ATE SOLE CO, EL RUME THAT PERMITTED HOE RAL. NOT CREATO POTENTIAL FLOODENS OF
TRANSITURENTEN
PASSENGER TOONGOUR: I BUA PING - PROP FRE KORANT
LIANG SPACES
BUS CONCOURSE ABUS ENTRANCE
EMAK, DAMONS, CURE, GUTTER AND PAVEMENT TO
CONSTRUCT NOY CAMERAL CONCRETE DENY TYPE C WHENE NOTED ON STE MAN! NEW CONCRETE SHOLL BE KISS'N'RIDE LOT®
BUS NAINTENANCE
BUILDING
305 в7
FOREST CITY
PARK'RIDE LOT
CALLERA PARKING SPACES SEE A PEEL SIS A CONCILEPAT CLASS CERTIATES TO GITY BIGNEER
REVOTE OPERATED CENTRE LA BE ENTICED TO THE STAGTON OR THE CITY CAMERAS HIS ROPNLENTATHE TYRE GATE (30% WIDE)
CITY OF REDONDO
GUISHA TRIP BRACER/ BEACH
REVISIONS CITY REDONDO BEACH
CALIFORNIA
LESCKIPMON DEPARTMENT OR ENGINEERING & BUILDING SERVICES
SOUTH BAY REGIONAL INTERMODAL TRANSIT CE
SITE PLAN
1521 KINESDALE AVENUE
Underground Service Alert REDONDO GEACH, CA 90278
ATKINS
I CHECKED
Call: TOLL FREE
422-4193
AVN 1 MENA 123935 SHEET NO. 1.
O TOPING DAYS BEFORE HOL DIG 20120 OF 13 SHEETS
100% CONSTRUCTION DOCLMEYTS DATE: 2011-09-16
EXHIBIT A-2
LEGAL DESCRIPTION OF FC KINGDALE PARCEL
Exhibit A-2 - 1
03253-0002 235603.11
A - 7
LEGAL DESCRIPTION®
The land referred to herein is situated in the State of California, County of Los Angeles, and described as follows:
LOT 6 OF TRACT NO. 40733, IN THE CITY OF REDONDO BEACH, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 998, PAGES 77 TO 79 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. (End of Legal Description)
File Number: 450461 Page 3 of 11
EXHIBIT A-3
LEGAL DESCRIPTION OF CITY GALLERIA PARCEL
Exhibit A-3 - 1
03253-0002 235603.11
A -3
LEGAL DESCRIPTION
The Jand referred to herein is strated in the State of California, County of Los Angeles, City of Redondo Beach, and described as follows:
Parcel 1 of Parcel Map No 17629, in the City of Redondo Beach, County of Los Angeles, State of California, as showo on Map filed in Book 187, Pages 40 and 41 of Parcel Maps, in the office of the Coumty Recorder of said County.
(End of Logal Description)
Pile Number: 450459
EXHIBIT B
MEMORANDUM OF EXCHANGE AGREEMENT
Exhibit B - 1
03253-0002 235603.11
EXHIBIT
RECORDING REQUESTED BY
Stewart Title of California, Inc.
WHEN RECORDED MAIL TO
AND MAIL TAX STATEMENTS TO:
South Bay Associates SPE, LLC
50 Public Square, Suite 1360
Cleveland, Ohio 44113
Attn: Jennifer Victor
THE SPACE ABOVE IS FOR RECORDER'S USE
MEMORANDUM OF EXCHANGE AND EASEMENT AGREEMENT
APN: 4082-020-010 AND 4082-018-900
ESCROW NO.: 12110400
TITLE NO.: 450461 AND 450459; UNIT 7733
DOCUMENTARY TRANSFER TAX $ 0. THIS IS A CONVEYANCE OF AN
EASEMENT AND THE CONSIDERATION AND VALUE IS LESS THAN
$100.00, R&T 11911.
This document is recorded for the benefit of the City of Redondo Beach and is exempt from the payment of the recording fee pursuant to Government Code Section 27383.
THIS MEMORANDUM OF EXCHANGE AND EASEMENT
AGREEMENT ("Memorandum") is made as of this _ day of , 2013, by and among SOUTH BAY CENTER SPE, LLC, a Delaware limited liability company (the "South Bay Center"), and SOUTH BAY ASSOCIATES SPE, LLC, a Delaware limited liability company (together with its successors and assigns, "Developer") and CITY OF REDONDO BEACH, a California chartered municipal corporation (the "City").
WHEREAS, by a certain Exchange and Easement Agreement dated as of , 2013 (the " Exchange Agreement"), City agreed to transfer that certain property owned by the City and sometimes referred to as the City Galleria Parcel to the Developer and the Developer agreed to transfer that certain property owned by the Developer and sometimes referred to as the FC Kingdale Parcel to the City, and the Developer granted to the City certain easement rights over the FC Kingdale Parcel, subject to the terms, covenants and conditions set forth in the Exchange Agreement; and 03253-0002 235719.2
WHEREAS, City and Developer have executed this Memorandum for the purpose of submitting it to be recorded in the Recorder's Office of Los Angeles County, California.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto state as follows with respect to the Exchange Agreement:
1. The City is the owner of the City Galleria Parcel, commonly known as 1820 Kingsdale Avenue, Redondo Beach, California, and legally described as the following real property, in the City of Redondo Beach, County of Los Angeles, State of California:
Parcel 1 of Parcel Map No. 17629, in the City of Redondo Beach, County of Los Angeles, State of California, as shown on Map filed in Book 187, Pages 40 and 41 of Parcel Maps, in the Office of the County Recorder of said County.
2. The Developer is the owner of the FC Kingsdale Parcel, commonly known as 1601 Kingdale Avenue, Redondo Beach, California, and legally described as the following real property, in the City of Redondo Beach, County of Los Angeles, State of California:
Lot 6 of Tract No. 40733, in the City of Redondo Beach, County of Los Angeles, State of California, as per map recorded in Book 998, Pages 77 to 79 inclusive of Maps, in the Office of the County Recorder of said County.
3. The addresses of the parties are as follows:
A. Developer: SOUTH BAY ASSOCIATES SPE, LLC
50 Public Square, Suite 1360
Cleveland, OH 44113
Copy to: Forest City Enterprises, Inc.
50 Public Square, Suite 1360
Cleveland, OH 44113
Attention: General Counsel
B. City: CITY OF REDONDO BEACH
415 Diamond Street
Redondo Beach. California 90277
Attention: City Manager
4. The Exchange Agreement was executed by and between the City and the Developer and was dated as of , 2013.
2 03253-0002 235719.2
This Memorandum may be executed in counterparts.
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum on the date first above written.
"City"
The City of Redondo Beach,
a California municipal chartered corporation
By:
Name:
Title:
Attest: Approved as to Form
City Clerk City Attorney
"Developer"
SOUTH BAY ASSOCIATES SPE, LLC,
a Delaware limited liability company
By: South Bay Associates, sole member
By: Forest Bay, Inc., general partner
By:_
Name:
Title:
SOUTH BAY CENTER SPE, LLC,
a Delaware limited liability company
By: South Bay Associates, sole member
By: Forest Bay, Inc., general partner
By:
Name:
Title:
3 03253-0002 235719.2
STATE OF OHIO )
)SS
COUNTY CUYAHOGA
On › 2013, before me, a Notary Public in and for said
County, personally appeared the above named SOUTH BAY CENTER SPE, LLC, a Delaware limited liability company, by _ , its
, who acknowledged before me that he/she did sign the
foregoing instrument and the same is his free act and deed as such officer and the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day , 2013.
Notary Public
My Commission Expires:
STATE OF OHIO )
)SS
COUNTY CUYAHOGA )
On _ 2013, before me, a Notary Public in and for said
County, personally appeared the above named SOUTH BAY ASSOCIATES SPE, LLC, a Delaware limited liability company, by - , its
→ who acknowledged before me that he/she did sign the
foregoing instrument and the same is his free act and deed as such officer and the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day - 2013.
Notary Public
My Commission Expires:
4 03253-0002 235719.2
STATE OF CALIFORNIA)
)SS.
COUNTY OF LOS ANGELES)
ON , 2013 BEFORE ME,
→ A
NOTARY PUBLIC, PERSONALLY APPEARED
PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BEHO
PERSON WHOSE NAME IS SUBSCRIBED TO THE WITHIN INSTRUMENT AND
ACKNOWLEDGED TO ME THAT HE EXECUTED THE SAME IN HIS
AUTHORIZED CAPACITY, AND THAT BY HIS SIGNATURE ON THE
INSTRUMENT, THE PERSON, OR THE ENTITY UPON BEHALF OF WHICH THE PERSON 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.
(Notary Signature)
(NOTARY SEAL)
03253-0002 235719.2
EXHIBIT C
MEMORANDUM OF GROUND LEASE
Exhibit C- 1
03253-0002 235603.11
EPHIBIT
RECORDING REQUESTED BY
Stewart Title of California, Inc.
WHEN RECORDED MAIL TO
AND MAIL TAX STATEMENTS TO:
South Bay Associates SPE, LLC
50 Public Square, Suite 1360
Cleveland, Ohio 44113
Attn: Jennifer Victor
THE SPACE ABOVE IS FOR RECORDER'S USE
MEMORANDUM OF GROUND LEASE
APN: 4082-020-010
ESCROW NO.: 12110400
TITLE NO.: 450461; UNIT 7733
DOCUMENTARY TRANSFER TAX S 0. THIS IS AN ACKNOWLEDGEMENT OF LEASE WITH A TERM OF UNDER 35 YEARS, R&T 11911.
This document is recorded for the benefit of the City of Redondo Beach and is exempt from the payment of the recording fee pursuant to Government Code Section 27383.
THIS MEMORANDUM OF GROUND LEASE ("Memorandum") is made as of this day of 2013, by and between SOUTH BAY
ASSOCIATES SPE, LLC, a Delaware limited liability company (the "Ground Lessor"), and CITY OF REDONDO BEACH, a California chartered municipal corporation (the "Ground Lessee").
WHEREAS, by a certain Ground Lease dated as of , 2013 (the "Ground Lease"), Ground Lessor granted to Ground Lessee the right to use and occupy that certain parcel of land (the "Property") described in Section 5 below, subject to the terms, covenants and conditions set forth in the Ground Lease; and WHEREAS, Ground Lessor and Ground Lessee have executed this Memorandum for the purpose of submitting it to be recorded in the Recorder's Office of Los Angeles County, California.
03253-0002 235715.2
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto state as follows with respect to the Ground Lease:
The name of the Ground Lessor is South Bay Associates SPE, LIC.
2. The name of the Ground Lessee is City of Redondo Beach.
3. The addresses of the parties are as follows:
A. Lessor: SOUTH BAY ASSOCIATES SPE, LIC
50 Public Square, Suite 1360
Cleveland, OH 44113
Copy to: Forest City Enterprises, Inc.
50 Public Square, Suite 1360
Cleveland, OH 44113
Attention: General Counsel
Lessee: CITY OF REDONDO BEACH
415 Diamond Street
Redondo Beach. California 90277
Attention; City Manager
The Ground Lease was executed by and between the Ground Lessor and Ground Lessee and was dated as of , 2013.
5. Description of the Property: The Property is located at 1601 Kingdale Avenue, Redondo Beach, California, and is legally described as all that certain real property situated in the County of Los Angeles, State of California, described as follows:
Lot 6 of Tract No. 40733, in the City of Redondo Beach, County of Los Angeles, State of California, as per map recorded in Book 998, Pages 77 to 79 inclusive of Maps, in the Office of the County Recorder of said County,
6. The Ground Lease shall be for a term of three (3) years commencing on the date of the Ground Lease (the "Effective Date") and terminating on the third (3rd) anniversary of the Effective Date, unless terminated earlier or extended in accordance with the provisions of the Ground Lease.
This Memorandum may be executed in counterparts.
2 03253-0002 235715.2
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum on the date first above written.
"Ground Lessee"
The City of Redondo Beach,
a California municipal chartered corporation
By:
Name:
Title:
Attest:
City Clerk
Approved as to Form:
City Attorney
"Ground Lessor"
SOUTH BAY ASSOCIATES SPE, LLC,
a Delaware limited liability company
By: South Bay Associates, sole member
By: Forest Bay, Inc., general partner
By: _
Name:
Title:
03253-0002 235715.2
STATE OF OHIO )
)SS
COUNTY CUYAHOGA )
- 2013, before me, a Notary Public in and for said
County, personally appeared the above named SOUTH BAY ASSOCIATES SPE, LLC, a Delaware limited liability company, by _
- who acknowledged before me that he/she did sign the
foregoing instrument and the same is his free act and deed as such officer and the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this , 2013.
Notary Public
My Commission Expires:
03253-0002 235715.2
STATE OF CALIFORNIA)
)SS.
COUNTY OF LOS ANGELES)
ON - 2013 BEFORE ME,
NOTARY PUBLIC, PERSONALLY APPEARED
- WHO
PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE
PERSON WHOSE NAME IS SUBSCRIBED TO THE WITHIN INSTRUMENT AND
ACKNOWLEDGED TO ME THAT HE EXECUTED THE SAME IN HIS
AUTHORIZED CAPACITY, AND THAT BY HIS SIGNATURE ON THE
INSTRUMENT, THE PERSON, OR THE ENTITY UPON BEHALF OF WHICH THE PERSON 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.
(Notary Signature)
(NOTARY SEAL)
03253-0002 235715.2
EXHIBIT D-1
GROUND LEASE
Exhibit D-1 - 1
03253-0002 235603.11
EXHIBIT D-)
GROUND LEASE
THIS GROUND LEASE ("Ground Lease") is made and entered into as of this day of , 2013, by and between SOUTH BAY ASSOCIATES SPE, LLC, a Delaware limited liability company, having an address of 1100 Terminal Tower, 50 Public Square, Cleveland, Ohio 44113 (together with its successors and assigns, hereinafter referred to as the "Ground Lessor"), and CITY OF REDONDO BEACH, a California chartered municipal corporation, having an address of 415 Diamond Street, Redondo Beach, CA 90277 (hereinafter referred to as "Ground Lessee").
WITNESSETH:
WHEREAS, Ground Lessor owns that certain property located in Redondo Beach, California, consisting of approximately 1.29 acres (the "Property"), which is more particularly described on Exhibit "A" attached hereto and made a part hereof; WHEREAS, the Property is encumbered by that certain Fee and Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of November 6, 2006 (the "Mortgage") made by Ground Lessor and South Bay Center SPE, LLC ("Center" and, together with Ground Lessor, "Borrower") to Stewart Title of California Inc. for the benefit of Prudential Mortgage Capital Company, LLC ("Original Lender"); and HEREAS, Original Lender previously assigned its beneficial interest under th Mortgage. that certain Loan Agreement of even date therewith between Borrower and Origina Lender (the "Loan Agreement") and the other documents and instruments executed by Borrower and any related parties (collectively, the "Loan Documents") to U.S. BANK NATIONAL ASSOCIATION, successor to Bank of America, National Association, successor by merger to LaSalle Bank National Association, as Trustee of the Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-PWR14 (together with its successors and assigns, "Lender"); and
WHEREAS, Ground Lessee desires to ground lease the Property from Ground Lessor so that Ground Lessee can develop, construct, reconstruct, repair, replace, maintain, manage and operate a transit center on the Property; and WHEREAS, subject to and in accordance with the terms and provisions hereinafter set forth, Ground Lessor desires to rent, lease, demise and let unto Ground Lessee the Property, together with all easements, rights and appurtenances related thereto (collectively, the "Land"), and Ground Lessee, subject to and in accordance with the terms and provisions hereinafter set forth, desires to take, rent and lease from Ground Lessor the Land, all of which is subject to and upon the terms, provisions and conditions hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, and in and for the covenants, agreements, representations and warranties hereinafter set forth, Ground Lessor and Ground Lessee hereby covenant, agree, represent and warrant as follows:
03253-0002 242153. 8
USE
1. DEMISED LAND; USE.
(a) Land. Ground Lessor, for and in consideration of the rents, covenants and conditions herein contained to be kept, performed and observed by Ground Lessee, does lease and demise to Ground Lessee, and Ground Lessee does rent and accept from Ground Lessor, the Land.
(b) Use. Ground Lessee may use, or permit the use of, the Land for the development, construction, ownership, management and operation of a transit center (collectively, the "Improvements") to be acquired and constructed in accordance with Article 4 of this Ground Lease, or for any other lawful purposes consistent with the terms and conditions of this Ground Lease and the Exchange Agreement (as defined below). Ground Lessee shall use the Land and Improvements in accordance with the terms and conditions of this Ground Lease and that certain Exchange and Easement Agreement dated as of the date hereof between Ground Lessor and Ground Lessee (the "Exchange Agreement").
Ground Lessor's Warranty and Title. Ground Lessor hereby represents and warrants that Ground Lessor is the owner in fee simple absolute of the Land, subject to all zoning laws and restrictions, building codes, and such other encumbrances, covenants, conditions, restrictions, easements and other matters of record, which are described in Exhibit "B" attached hereto (the "Permitted Encumbrances"). Ground Lessor shall not terminate, amend, modify or waive, nor grant its consent as contemplated under any of the agreements, instruments or documents that constitute or evidence any of the Permitted Encumbrances if the result of such termination, amendment, modification, waiver or consent is likely to materially and adversely affect the Ground Lessee's use of the Land as contemplated herein, without the prior written consent of Ground Lessee, which consent may be granted or denied in Ground Lessee's sole and absolute discretion, Ground Lessor shall not further encumber the Land during the Term (as defined in Section 2(a) below.
(d) Ground Lessor's Warranty of Quiet Enjoyment. Ground Lessor covenants and agrees that Ground Lessee, upon paying the Rent (as defined in Section 3(a)) and Other Charges (as defined in Section 3(f)) and observing and keeping the covenants, conditions and terms of this Ground Lease on Ground Lessee's part to be kept or performed, shall lawfully and quietly hold, occupy and enjoy the Land during the Term (as defined in Section 2(a) of this Ground Lease without hindrance or molestation of Ground Lessor or any person claiming by, through or under Ground Lessor. Ground Lessor (together with, at Ground Lessor's election, tenants of Borrower and their respective contractors, invitees, employees, and customers) shall have the right to use one hundred (100) parking spaces at no charge during the term of the Ground Lease (the "Parking Spaces"). All of the Parking Spaces will be located at 1521 Kingdale Avenue during the course of construction. During the course of construction, the Parking Spaces may be moved around periodically, at the sole discretion of the Ground Lessee, to address Ground Lessee's construction needs, but will always be available at 1521 Kingdale Avenue.
- 2-
03253-0002 242153.8
(e) Termination if Use Becomes Unlawful or Impossible. If it becomes unlawful for Ground Lessee, or anyone holding under Ground Lessee directly or indirectly, to conduct its business on the Land, or if any part of the Land or any of the roadways adjoining thereto are condemned or materially changed by public authority so that it becomes impossible or impracticable to use the Land as it was being or intended to be used at the time or such use is declared unlawful or such condemnation or change is effected, then Ground Lessee and Ground Lessor shall each have the right at any time thereafter to terminate this Ground Lease by giving the other party sixty (60) days' notice in writing of such termination. Such termination shall serve to automatically, and without further action by either party, terminate the Exchange Agreement. Other than Ground Lessee's restoration obligations under Section 5 below, the termination of this Ground Lease and the Exchange Agreement in accordance with this Section 1(e) shall be without liability or default by either party. f) Compliance with Laws. Ground Lessee shall comply with all Legal Requirements (as hereinafter defined) in the use, occupation, control and enjoyment of the Land and Improvements and in the prosecution and conduct of its business thereon. Ground Lessee shall have the right, at its own cost and expense, to contest or review by appropriate legal or administrative proceeding the validity or legality of any such Legal Requirement, and during such contest Ground Lessee may refrain from complying therewith provided that compliance therewith may legally be held in abeyance without subjecting Ground Lessor to any liability, civil or criminal, for failure to comply therewith and without the incurrence of a charge or liability against the Land and Improvements; and provided further that all such proceedings shall be prosecuted by Ground Lessee with due diligence. Ground Lessee shall promptly cause the discharge of any liens filed against the Land and Improvements as a result of contesting or failing to comply with any Legal Requirements. "Legal Requirements" shall mean all present and future laws, statutes, requirements, ordinances, orders, judgments, regulations, administrative or judicial determinations, even if unforeseen or extraordinary, of every governmental or quasi-governmental authority, court or agency with jurisdiction over the Land and/or Improvements now or hereafter enacted or in effect (including, but not limited to, environmental laws and those relating to accessibility to, usability by, and discrimination against, disabled individuals, and all covenants, restrictions, and conditions of record as of the date hereof (and all covenants, restrictions, and conditions entered into after the date hereof in accordance with the provisions of this Gound Lease which may be applicable to Ground Lessee or to all or any portion of the Land and/or Improvements, or to the use, occupancy, possession, operation, maintenance, alteration, repair or restoration of any of the Land and/or Improvements, even if compliance therewith necessitates structural changes to the Improvements or the making of Improvements.
2. GROUND LEASE TERM.
(a) Lease Term. Subject to the terms and conditions hereof, the term of this Ground Lease shall commence on the date hereof (hereinafter, the "Commencement Date") and expire on the date that is three (3) years thereafter unless sooner terminated as provided for herein (the "Term").
(b) Holdover. If Ground Lessee shall hold over after the expiration of the Term, such tenancy shall be from month to month on all the terms, covenants and conditions of - 3 -
03253-0002 242153.8
this Ground Lease, except that the Rent paid shall be 125% of the Rent paid immediately prior to the expiration of the Term; provided, however, that except in the event of unavoidable delay or force majeure (as described in Section 17(f) below), such holdover tenancy shall require the prior written consent of Lender, which may be granted or withheld in Lender's reasonable discretion and, if granted, such consent may limit the duration of the holdover term in Lender's reasonable discretion; and provided further that one of the determinants of reasonableness shall be an estimate, provided to Ground Lessor and Lender by a qualified contractor on behalf of Ground Lessee prior to the expiration of the Term provided in Section 2(a) above, of (i) the time required to complete the Project (as such term is defined in Section 4(a) below) and (i) the time required to demolish the Project and restore the Property to clear and level condition, as required by this Ground Lease. During a permitted holdover term, Ground Lessee shall complete or demolish the Project as provided under this Ground Lease, and Ground Lessor shall permit Ground Lessee access to the Property in order for Ground Lessee to complete the construction or the demolition of the Project. Ground Lessee and Ground Lessor shall mutually determine, based on, among other things, the qualified contractor's estimate described above, whether to proceed with demolition or completion of the Project. If the right to hold over is granted for purposes of demolishing the Project, the duration of the holdover term and the demolition procedure shall be governed by Section 5 below.
(c) Exchange; Acquisition of Land; Termination of Ground Lease. In accordance with the terms and conditions set forth in the Exchange Agreement, Ground Lessee shall deliver to Ground Lessor, at any time during the Term, a written notice of Ground Lessee's election to effect the Exchange and acquire the Land (the "Exercise Notice"). The Exercise Notice shall specify the date upon which Ground Lessor shall (subject to the terms and conditions of the Exchange Agreement) transfer its interest in the Land to Ground Lessee (the "Transfer Date"). The Transfer Date shall be no earlier than ten (10) calendar days and no later than sixty (60) calendar days after the date of the Exercise Notice. Ground Lessee shall deliver the Exercise Notice in accordance with the requirements set forth in Section 17(q) below. This Ground Lease shall terminate automatically and without further action by either party on the Transfer Date.
3. RENT, TAXES AND OTHER CHARGES.
(a) Rent. Upon the Commencement Date, and each anniversary of the Commencement Date thereafter for so long as this Ground Lease remains in effect, Ground Lessee shall pay to Ground Lessor the amount of One Hundred and No/100 Dollars ($100.00) as annual rent ("Rent") for the Land.
(b) Taxes. From and after the Commencement Date, Ground Lessee shall pay or cause to be paid prior to delinquency any and all real property taxes, special taxes or assessments, and all property taxes on personal property located on the Land that become due and payable upon or against the Land and/or Improvements during the Term. (c) Proration. For any fraction of a tax year at the beginning or end of the Term, Ground Lessee's obligation shall be prorated as of the Commencement Date or the end of the Term. For any such fraction of a tax year at the beginning of said Term, Ground Lessee shall reimburse Ground Lessor for Ground Lessee's portion of such taxes within sixty (60) days after - 4 ..
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presentation to Ground Lessee of receipted copies of the tax bills covering the same. For any such fraction of a tax year at the end of the Term, Ground Lessor shall reimburse Ground Lessee for Ground Lessor's portion of such taxes within sixty (60) days after presentation to Ground Lessor of receipted copies of the tax bills covering the same. (d) Excluded Taxes. Ground Lessee shall not be required to pay, or cause to be paid, any franchise, estate, inheritance, succession, capital levy or transfer tax of Ground Lessor, or any income, excess profits or revenue tax or any other similar tax, assessment, charge or levy and all such taxes, assessments, charges and levies shall be payable by Ground Lessor, (e) Contest. Ground Lessee shall have the right to contest the amount or validity of any such tax by appropriate legal proceedings. At Ground Lessor's expense, Ground Lessor shall, upon request, join in any such proceedings if Ground Lessee determines that it shall be necessary or appropriate for Ground Lessor to do so in order for Ground Lessee to prosecute such proceedings properly.
Other Charges. Ground Lessee shall pay or cause to be paid prior to delinquency any and all charges for water, heat, gas, electricity, sewer, any and all other utilities as well as any other expense, cost, charge or other fees with respect to this Ground Lease, the Land and/or the operation, management, repair, rebuilding, use or occupancy thereof, or of any portion thereof, including, without limitation, the Improvements (collectively, "Other Charges") during the Term.
4. CONSTRUCTION BY GROUND LESSEE.
(a) Ground Lessee's Right to Build - General Conditions. Subject to the Exchange Agreement and without the prior approval of Ground Lessor or Lender, Ground Lessee shall have the right, at any time and from time to time during the Term of this Ground Lease, to erect, maintain, and remove buildings and other improvements on the Land in connection with the development of the Land as a transit center and correct and change the contour of the Land (the "Project"); provided, however, that (i) the cost of any of the foregoing shall be borne solely by Ground Lessee and (ii) the Project shall be designed and constructed to a standard which equals or exceeds similar transit center construction projects undertaken by municipalities in California.
(b) Easements and Dedications. In order to provide for the orderly development of the Land and/or Improvements it may be necessary, desirable or required that street, water, sewage drainage, gas, power line and other easements and dedications and similar rights be granted or dedicated in favor of Ground Lessee over or within portions of the Land.
Ground Lessor and Ground Lessee shall, upon request of the other, join together in executing and delivering such documents from time to time and throughout the Term of this Ground Lease as may be appropriate, necessary or required by the several governmental agencies, public utilities and companies for the purpose of granting such easements and dedications in favor of Ground Lessee in, on, under or over the Land, so long as no such required documents create a monetary encumbrance on the Land and/or Improvements or adversely affect the usability and value of the Land and/or Improvements.
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(c) Zoning and Other Governmental Approvals. In the event that Ground Lessee reasonably deems it necessary or appropriate to obtain use, zoning or other permits for the Land and/or Improvements or any part thereof, or the use thereof, Ground Lessor shall, at Ground Lessee's expense and from time to time upon request of Ground Lessee, execute such documents, petitions, applications and authorizations as may be appropriate or required for the purposes of obtaining conditional use permits, zoning and rezoning approval, or other necessary or appropriate governmental approvals so as to permit Ground Lessee to fully utilize the Land and/or the Improvements for the purposes permitted herein. (d) Amendments to COREA. The Construction, Operation and Reciprocal Easement Agreement dated as of July 31, 1984 by and among Ground Lessor and land owners contiguous to the Land or tenants of the Ground Lessor (as previously amended, and as the same may hereafter be further amended or modified, the "COREA") shall be amended as is necessary or appropriate to permit the Ground Lessee to fully utilize the Land and Improvements for the purposes contemplated hereunder and under the Exchange Agreement. A copy of the initial amendment to the COREA is attached as an exhibit to the Exchange Agreement.
5. OWNERSHIP OF IMPROVEMENTS AND FIXTURES AND REMOVAL.
It is expressly understood and agreed that the Improvements and all other buildings, improvements, fixtures, machinery and equipment of any nature whatsoever at any time constructed, placed or maintained upon any part of the Land shall be and remain the property of Ground Lessee at all times during the Term of the Ground Lease. Notwithstanding the foregoing, to the extent Ground Lessee has subleased all or a portion of the Land and/or Improvements [in accordance with the terms of Section 11(a)] or any manager, licensee or other Person has the right to use all or a portion of the Land and/or Improvements, said party shall have the right to remove any personal property which they have placed in the Land or the Improvements at the expiration of the Term or its earlier termination for any reason whatsoever provided herein. In the event the Exchange has not occurred as set forth in the Exchange Agreement on or prior to the expiration of the Term hereof, for any reason other than unavoidable delay or force majeure, as described in Section 17(f) of this Ground Lease, upon the request of Ground Lessor, as determined in accordance with Section 2(b), Ground Lessee shall demolish any portion of the Project which has been constructed and restore the Property to clear and level condition, with all demolition debris removed from the Property in accordance with all Legal Requirements, within three hundred sixty (360) days following: (i) Ground Lessee's receipt of a certification from Lender that Lender has or will drawn down on the Letter of Credit, as defined in the Consent and Ratification Agreement dated as of 2013, and those funds will be made available to Ground Lessor for funding of the demolition of the Project and restoration of the Property (the "Lender Certificate"); and (ii) execution of a contract between Ground Lessor and Ground Lessee (the "Demo Contract") pursuant to which Ground Lessor retains Ground Lessee to perform the required demolition and restoration work (through a general contractor selected by Ground Lessee) and agrees to make disbursements from the funds received from Lender from the Letter of Credit; provided, however, that so long as Lender does not require that it have the right to review, approve, or consent to the Demo Contract, the three hundred sixty (360) period for the completion of the demolition and restoration work described herein shall commence on the earlier of execution of the Demo Contract or forty-five (45) days following Ground Lessee's receipt of the Lender Certificate. - 6 -
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Ground Lessee shall, during the Term hereof, keep and maintain the Land and/or Improvements in compliance with all Legal Requirements and all appurtenances thereto in good order and repair, and shall allow no nuisance to exist or be maintained therein. Ground Lessor shall not be obligated to make any repairs, replacements, or renewals of any kind, nature, or description whatsoever to the Land and/or Improvements. Ground Lessee expressly waives all rights to make repairs at Ground Lessor's expense under the provisions of Section 1941 and 1942 of the California Civil code or any similar or successor statute now in force or hereinafter enacted.
6. COMPLIANCE WITH LOAN DOCUMENTS.
Ground Lessee shall use and operate the Land and carry out the Project in a manner which is consistent with Borrower's obligations under the provisions of the Loan Agreement attached hereto as Exhibit "D". In no event shall Ground Lessee be liable for any principal or interest payments on the loan evidenced by the Loan Documents.
7. MECHANICS' LIENS.
(a) Prohibition of Liens on Fee Interest. Except as hereinafter permitted in Section 7(b), Ground Lessee shall not suffer or permit any mechanics' liens, materialmen's liens, or other liens to be filed against the fee interest of the land constituting the Land. Except for this Ground Lease and the Mortgage, Ground Lessor shall not sell or otherwise dispose of, or grant or convey or cause to be filed any mortgage lien, mechanics' lien, restriction or other lien or encumbrance against the fee interest of the land constituting the Land. (b) Removal of Liens by Ground Lessee. If Ground Lessee permits, causes, or as a result of Ground Lessee's actions or inactions, any such mechanics liens or materialmen's liens shall be recorded against Ground Lessor's fee interest in the Land, Ground Lessee shall cause the same to be removed or, in the alternative, if Ground Lessee in good faith desires to contest or to permit to be contested the same, Ground Lessee shall be permitted to do so, but in such case Ground Lessee hereby agrees to indemnify, or to cause, any sublessee or other party so contesting, to indemnify and save Ground Lessor and Lender harmless from all liability for damages occasioned thereby and shall, in the event of a judgment of foreclosure upon said mechanics lien, cause the same to be discharged and removed prior to the execution of such judgment. In the event that Ground Lessee shall fail to remove, or cause to be removed, any such liens(s) in the manner herein provided, then Ground Lessor may, but shall not be obligated to, take such action or actions as it deems appropriate to cause the removal of such lien(s) and any amount so expended by Ground Lessor shall be immediately repaid by Ground Lessee and shall be considered Other Charges as herein defined.
8. CONDEMNATION.
(a) Interest of Parties on Condemnation. In the event the Land or any part thereof shall be taken for public purposes by condemnation as a result of any action or proceeding in eminent domain, or shall be transferred in lieu of condemnation to any authority entitled to exercise the power of eminent domain, the interests of Ground Lessor and Ground - 7-
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Lessee in the award or consideration for such transfer and the effect of the taking or transfer upon this Ground Lease shall be as provided by this Article. (b) Total Taking - Termination. Subject to the terms and conditions hereof and of the Loan Documents, in the event the entire Land is taken or so transferred, this Ground Lease and all of the right, title and interest thereunder shall cease on the date title to such land so taken or transferred vests in the condemning authority and the proceeds of such condemnation shall be allocated first to Ground Lessee to the extent of the greater of the value of the Improvements or the amounts paid, incurred or advanced by Ground Lessee in respect of the Improvements made by Ground Lessee to the Land, including the construction, acquisition or other cost of any Improvements and any other buildings, equipment or improvements so constructed or acquired, and fees and expenses of engineers and architects, fees, costs and expenses incurred in connection with financing any Improvements and other items and other fees, costs and expenses in connection therewith, except that Ground Lessee shall deposit with Lender an amount sufficient to pay the reasonably anticipated costs of restoring the Property (or such portion thereof which remains the property of Ground Lessor) to its original condition pursuant to the requirements of Article 5 above, subject to Lender agreeing to disburse the deposited amount as monthly progress payments for work performed. The balance, if any, shall be disbursed in accordance with the Loan Agreement.
(c) Partial Taking - Termination. In the event of the taking or transfer of only a part of the Land leaving the remainder of the Land in such location or in such form, shape, or reduced size as to be not effectively and practicably useable in the sole discretion of Ground Lessee for the purpose of operation of business thereon, upon Ground Lessee's satisfaction of its obligation to restore the Property to clear and level condition pursuant to Section 5 above, this Ground Lease and all right, title and interest thereunder shall cease on the date title to the Land or the portion thereof so taken or transferred vests in the condemning authority and the proceeds of such condemnation (including, without limitation, severance damages, if any) shall be divided as provided in Section 8(b).
(d) Partial Taking - Continuation with Rent Abatement. In the event of the taking or transfer of only a part of the Land leaving the remainder of the Land in such location and in such form, shape, or size as to be used effectively and practicably in the sole discretion of Ground Lessee for the purpose of operation of business thereon, as of the date title to such portion vests in the condemning authority, this Ground Lease shall continue. In the event of any such partial taking or transfer, the proceeds thereof shall be made available to Ground Lessee to make such repairs and replacements that in the judgment of Ground Lessee, are necessary or appropriate for the operation of business thereon and to compensate Ground Lessee for any of its property that was taken, as determined by Ground Lessee in accordance with Section 8(b) above.
Any such proceeds remaining thereafter shall be disbursed in accordance with the Loan Agreement.
9. DAMAGE OR DESTRUCTION.
(a) Damage. If, during the Term, there occurs any material damage to or destruction of the Land and/or Improvements or any part thereof resulting from any cause whatsoever, Ground Lessee shall give prompt notice thereof to Ground Lessor and Lender, and - 8 -
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Ground Lessee shall promptly take such action as is reasonably necessary to assure that neither the Land and/or Improvements constitutes a nuisance or otherwise presents a health or safety hazard, such work to be accomplished at Ground Lessee's sole cost and expense. The foregoing obligation shall not be contingent upon the availability of any insurance proceeds; however, Ground Lessee shall be reimbursed out of the insurance proceeds procured by Ground Lessee pursuant to Section 10 for such work to the extent available. (b) Cancellation. In the event of any damage or destruction to any part of the Improvements which Ground Lessee reasonably believes leaves the Improvements in such a condition that it cannot effectively or profitably be operated as a transit center, Ground Lessee shall have the right, to terminate this Ground Lease by notifying Ground Lessor within sixty (60) days after such date of damage or destruction. Within three hundred sixty (360) days after such termination, Ground Lessee shall raze the then existing Improvements on the Land and clear the Land of debris and rubble and restore same to its original condition, with all demolition debris removed from the Property in accordance with all Legal Requirements, if Ground Lessor or Lender so requests. Ground Lessee shall be reimbursed out of the insurance proceeds for such work to the extent available.
(c) Restoration. If this Ground Lease is not terminated as provided in Section 9(b) above, Ground Lessee shall, subject to the terms of any leasehold mortgage, proceed with the repair or restoration of the damaged Land and/or Improvements within ninety (90) days following such damage or destruction or, if greater than seventy percent (70%) of the estimated cost of such restoration is covered by insurance, then such later date as the insurance proceeds are available therefor (but in no event more than one hundred eighty (180) days following such damage or destruction), and once commenced such restoration shall be diligently prosecuted to completion, In the event that Ground Lessor's parking rights set forth in Section 1(d) above are adversely affected by such damage, destruction or restoration, Ground Lessee shall provide an alternate temporary location reasonably satisfactory to Ground Lessor to satisfy Ground Lessee's obligation to provide such parking rights to Ground Lessor. All insurance proceeds shall be payable directly to Ground Lessee to be used for the restoration and repair of the Land and/or Improvements as herein provided. Ground Lessor shall have no liability to Ground Lessee, and Ground Lessee shall not be entitled to terminate this Ground Lease by virtue of any delays in completion of repairs and restoration, except to the extent caused by Ground Lessor, (d) Insurance Proceeds. All insurance proceeds shall be payable directly to the Ground Lessee and shall be used by Ground Lessee to comply with the obligations to clear the Land, as described in Section 9(b), if this Ground Lease is cancelled and to comply with the obligations to reconstruct the Improvements, as described in Section 9(c) if the Improvements are restored. All insurance proceeds payable as a result of any damage or destruction which are to be used by Ground Lessee for such repairs and restoration shall be payable to Ground Lessee and used by Ground Lessee to the extent necessary for payment of the cost of repairs and restoration required by this Article 9. Any unused proceeds may be retained by Ground Lessee. (e) Waivers. Ground Lessee hereby waives any rights now or hereafter conferred upon it by statute or other law to surrender this Ground Lease or to quit or surrender the Land and/or Improvements or any part thereof, or to receive any suspension, diminution, abatement or reduction of the rent or other sums and charges payable by Ground Lessee - 9 -
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hereunder on account of any such destruction or damage other than as expressly provided in this Article 9. Ground Lessee hereby waives the provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4, of the California Civil Code, and the provisions of any similar law hereinafter enacted.
10. INSURANCE.
Ground Lessee shall comply with the insurance requirements set forth on Exhibit "E" attached hereto, All such policies shall name Ground Lessor and Lender as additional insureds.
11. RESTRICTIONS ON ASSIGNMENTS, SUBLEASES AND ENCUMBRANCES (a) Assignment and Subletting. During the Term, Ground Lessee may not sublet the Land or the Improvements thereon, in whole or in part, nor shall Ground Lessee have the right to assign this Ground Lease, in whole or in part, without the prior written consent of Ground Lessor, which consent may be withheld in Ground Lessor's sole discretion. (b) Encumbrances. During the Term, Ground Lessee may not mortgage, pledge, grant any security interest or otherwise encumber its leasehold interest in the Land or its interest the Improvements thereon, in whole or in part, without the prior written consent of Ground Lessor, which consent may be withheld in Ground Lessor's sole discretion.
12. NON-MERGER
There shall be no merger of this Ground Lease, or of the leasehold estate created by this Ground Lease, with the fee estate in the Land by reason of the fact that this Ground Lease, the leasehold estate created by this Ground Lease, or any interest in this Ground Lease or in any such leasehold estate, may be held, directly or indirectly, by or for the account of any person who shall own the fee estate in the Land or any interest in such fee estate. No such merger shall occur unless and until all persons at the time having an interest in the fee estate in the Land and all persons having an interest in this Ground Lease, or in the leasehold estate created by this Ground Lease, shall join in a written instrument consenting to and effecting such merger and shall duly record the same.
13. LAW OF STATE
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflicts of law.
14. REPRESENTATIONS
(a) Ground Lessor Representations.
(1) Ground Lessor warrants and represents that Ground Lessor has the power and authority to execute this Ground Lease. Ground Lessor - 10 -
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further represents that there is no agreement binding upon Ground Lessor nor any litigation pending or, to Ground Lessor's knowledge, threatened against Ground Lessor that would prohibit Ground Lessor from executing this Ground Lease or performing Ground Lessor's obligations hereunder.
(2) Ground Lessor represents and warrants to Ground Lessee that no unresolved notice, citation, summons or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is pending or to Ground Lessor's knowledge threatened by any governmental or other entity or any other party with respect to any alleged violation of any Environmental Laws on the Land or with respect to any Hazardous Materials at, on, in or under the Land.
(b) Ground Lessee Representations.
(1) Ground Lessee warrants and represents that Ground Lessee has the power and authority to execute this Ground Lease. Ground Lessee further represents that there is no agreement binding upon Ground Lessee nor any litigation pending or, to Ground Lessee's knowledge, threatened against Ground Lessee that would prohibit Ground Lessee from executing this Ground Lease or performing Ground Lessee's obligations hereunder.
(2) During the term of this Ground Lease, Ground Lessee shall at all times comply with all Environmental Laws applicable to its use and occupancy of the Land and shall not use or store any Hazardous Materials on the Land in violation of any Environmental Laws. (c) Definitions.
(1) Environmental Laws. As used in this Ground Lease, the term "Environmental Laws" shall include all federal, state, and local environmental, health, and safety laws, statutes, ordinances, regulations, rules, judgments, orders, and notice requirements, which regulate or relate to (i) the protection or clean-up of the environment; (ii) the use, treatment, storage, transportation, handling or disposal of hazardous, toxic or otherwise dangerous substances, wastes or materials; (iii) the quality of the air and the discharge of airborne wastes, gases, particles, or other emissions; (iv) the preservation or protection of waterways, groundwater, or drinking water; (v) the health and safety of persons or property; or (vi) impose liability with respect to any of the foregoing.
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(2) As used in this Ground Lease, the term "Hazardous Materials" shall include any substance which falls within the definition of hazardous substance, hazardous waste, hazardous material, toxic substance, solid waste, or pollutant or contaminant, under any Environmental Law,
15. INTENTIONALLY DELETED.
16. DEFAULT.
If Ground Lessee shall: (a) be in default of any monetary obligation under this Ground Lease and does not cure the same within fifteen (15) days after receiving written notice from Ground Lessor that it is overdue, or (b) be in breach of any of Ground Lessee's other obligations or covenants under this Ground Lease and does not cure the same within thirty (30) days after notice received by and from Ground Lessor of such breach stating with reasonable specificity the nature of such breach and the actions reasonably necessary to cure such breach (or such longer period if such breach cannot reasonably be cured within said thirty (30) day period so long as Ground Lessee has commenced to cure within said thirty (30) day period and is diligently pursuing such cure to completion), then Ground Lessor may, by giving an additional written notice to Ground Lessee, at any time thereafter during the continuation of such default, exercise any rights Ground Lessor has under law or at equity, including, without limitation, the right to (i) terminate this Ground Lease (but no earlier than twenty (20) days after Ground Lessee's receipt of such additional written notice), or (il) re-enter the Land, expel Ground Lessee and remove all property therefrom and relet the Land; provided, however, Ground Lessee shall remain liable for the equivalent of the amount of all Rent reserved herein plus any costs incurred by Ground Lessor in obtaining possession of the Land, and the reasonable cost of any repairs and alterations, brokers fees, or other similar fees necessary to prepare the Land for reletting, including restoration of the Property to its clear and level condition, with all demolition debris removed from the Property in accordance with all Legal Requirements, if requested by Ground Lessor or Lender.
In the event Ground Lessee shall fail to perform an obligation specified in this Ground Lease and the applicable notice has been given and the cure periods expired, then Ground Lessor may cure such default all on behalf of, and at the expense of, Ground Lessee and do all necessary work and make all necessary payments in connection therewith and Ground Lessee shall, on demand pay Ground Lessor, forthwith, the amount so paid by Ground Lessor together with interest thereon at the rate of twelve percent (12%) per annum, or the maximum non-usurious rate of interest permitted by applicable law (whichever is less), from the date of payment until re-payment.
If Ground Lessor shall: (a) be in default of any monetary obligation under this Ground Lease and does not cure the same within fifteen (15) days after receiving written notice from Ground Lessee that it is overdue, or (b) be in breach of any of Ground Lessor's other obligations or covenants under this Ground Lease and does not cure the same within thirty (30) days after notice received by and from Ground Lessee of such breach stating with reasonable specificity the nature of such breach and the actions reasonably necessary to cure such breach (or - 12-
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such longer period if such breach cannot reasonably be cured within said thirty (30) day period so long as Ground Lessor has commenced to cure within said thirty (30) day period and is diligently pursuing such cure to completion), then Ground Lessee may, by giving an additional written notice to Ground Lessor, at any time thereafter during the continuation of such default, exercise any rights Ground Lessee has under law or at equity, including, without limitation, the right to terminate this Ground Lease (but no earlier than twenty (20) days after Ground Lessor's receipt of such additional written notice).
17. GENERAL PROVISIONS
(a) Provisions Run with the Land. All of the provisions of this Ground Lease shall be deemed as running with the land.
(b) No Waiver of Breach. No failure by either Ground Lessor or Ground Lessee to insist upon the strict performance by the other of any covenant, agreement, term or condition of this Ground Lease or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of such covenant, agreement, term or condition. No waiver of any breach shall affect or alter this Ground Lease but each and every covenant, condition, agreement and term of this Ground Lease shall continue in full force and effect with respect to any other then existing or subsequent breach. (c) Liability and Indemnification.
(1) By Ground Lessor. Ground Lessor shall indemnify, defend and save Ground Lessee and its affiliates, agents, officers, directors, employees, successors and assigns, harmless from and against all liability, judgments, claims, demands, suits, actions, losses, penalties, fines, damages, costs and expenses, including reasonable attorneys fees, of any kind or nature whatsoever, due to or arising out of or from any breach, violation or nonperformance of any covenant, condition, provision or agreement in this Ground Lease set forth and contained on the part of Ground Lessor to be fulfilled, kept, observed and performed, except to the extent arising out of the negligence, recklessness or willful misconduct of Ground Lessee.
(2) By Ground Lessee. Ground Lessee shall indemnify, and shall cause any sublessee to indemnify, defend and save Ground Lessor and Lender harmless from and against all liabilities, judgments, claims, demands, suits, actions, losses, penalties, fines, damages, costs and expenses, including reasonable attorneys' fees, of any kind or nature whatsoever, due to or arising out of or from any breach, violation or nonperformance of any covenant, condition, provision or agreement in this Ground Lease set forth and contained on the part of Ground Lessee to be fulfilled, kept, observed and performed, except to the extent arising out of the negligence, recklessness or willful misconduct of Ground Lessor.
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(d) Time of Essence. Time is of the essence of this Ground Lease and of each provision.
(e) Computation of Time. The time in which any act provided by this Ground Lease is to be done is computed by excluding the first day and including the last, unless the last day is a Friday, Saturday, Sunday, or legal holiday, and then it is also excluded. (f) Unavoidable Delay - Force Majeure. If either party shall be delayed or prevented from the performance of any act required by this Ground Lease by reason of acts of God, strikes, lockouts, labor troubles, inability to procure materials, restrictive governmental laws, or regulations or other cause, without fault and beyond the reasonable control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay; and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay, provided, however, nothing herein shall excuse Ground Lessee from the prompt payment of any Rent or Other Charges required by Ground Lessee except as may be expressly provided elsewhere in this Ground Lease, (g) Successors in Interest. All of the terms, covenants, conditions, and restrictions in the Ground Lease shall inure to the benefit of and shall be binding upon the successors in interest of Ground Lessor and Ground Lessee and their permitted transferees, subtenants, licensees and assigns.
(h) Entire Agreement. This Ground Lease contains the entire agreement of the parties with respect to the matters covered by this Ground Lease and no other agreement, statement or promise made by any party or to any employee, officer or agent of any party which is not contained in this Ground Lease shall be binding or valid. This Ground Lease includes Exhibits A, B, C, D and E, each of which is incorporated herein and made a part hereof. (1) Net Lease. It is understood and agreed that this Ground Lease is intended to be a net lease. It is the intention of the parties that the Rent shall be payable to Ground Lessor, without set-off or off-set whatsoever, except as specifically provided herein. (i) Partial Invalidity. If any term, covenant, condition or provision of this Ground Lease is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions herein shall remain in full force and effect and shall in no way be affected impaired or invalidated.
(k) Relationship of Parties. Nothing contained in this Ground Lease shall be deemed or construed by the parties or by any third person to create the relationship of principal and agent or of partnership or of joint venture or of any association between Ground Lessor and Ground Lessee, and neither the method of computation of Rent nor any acts of the parties shall be deemed to create any relationship between Ground Lessor and Ground Lessee other than the relationship of ground lessor and ground lessee.
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Interpretation and Definitions. The language in all parts of this Ground Lease shall in all cases be simply construed according to its fair meaning and not strictly for or against Ground Lessor or Ground Lessee. Unless otherwise provided in this Ground Lease, or unless the context otherwise requires, the following definitions and rules of construction shall apply to this Ground Lease:
Number and Gender. In this Ground Lease the neuter gender includes the neuter feminine and masculine gender and the singular number includes the plural and the word "Person" includes corporation, partnership, firm or association wherever the context so requires; and
(ii) Mandatory and Permissive. "Shall," "will" and "agrees" are mandatory; "may" is permissive.
(m) Captions. Captions of the articles, sections and paragraphs of this Ground Lease are for convenience and reference only and the words contained herein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Ground Lease.
(n) Parties, Parties shall include the Ground Lessor and Ground Lessee named in this Ground Lease.
(o) Interest. Any sum accruing to Ground Lessor or Ground Lessee under the provisions of this Ground Lease which shall not be paid when due shall bear interest at the rate of the lesser of twelve percent (12%) per annum or highest rate permitted by state law, from the date written notice specifying such nonpayment is served on the defaulting party until paid. (p) Modification. This Ground Lease is not subject to modification except in writing signed by the Ground Lessor and Ground Lessee, and approved by any lender, if such approval is so required by any then existing mortgage documents. (9) Notices - Method and Time. Notices required under this Ground Lease shall be in writing and deemed to be properly served on receipt thereof if sent by certified or registered mail or by a commercially recognized overnight delivery service to:
Ground Lessor: South Bay Associates SPE, LL.C
50 Public Square, Suite 1360
Cleveland, OH 44113
With a copy to: Forest City Enterprises, Inc.
50 Public Square, Suite 1360
Cleveland, OH 44113
Attention: General Counsel
And a copy to: Prudential Asset Resources, Inc.
2100 Ross Avenue, Suite 2500
Dallas, Texas 75201
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03253-0002 242153.8
Re: Loan No. 506106890
Attn: Asset Manager
Ground Lessee: City of Redondo Beach
415 Diamond Street
Redondo Beach, CA 90277
Attention: City Manager
With a copy to: Prudential Asset Resources, Inc.
2100 Ross Avenue, Suite 2500
Dallas, Texas 7520
Re: Loan No. 506106890
Attn: Asset Manager
The date of notice shall be the date on which such notice is either personally delivered or received, if sent by certified or registered mail or by a commercially recognized overnight delivery service.
Broker's Commissions. Each of the parties represents and warrants that there are no claims for broker's commissions or finder's fee in connection with the execution of this Ground Lease and each of the parties agrees to indemnify the other against all liabilities arising from any such claim.
(s) Recording. The parties shall, concurrently with the execution of this Ground Lease, execute, acknowledge and record a Memorandum of Ground Lease in the form attached hereto as Exhibit "C"
(t) Estoppel Certificates. Either party shall at any time and from time to time, upon not less than thirty (30) days prior written notice by the other party or Lender, execute, acknowledge and deliver to such party or Lender a statement in writing certifying that this Ground Lease is unmodified and in full force and effect (or if there has been any modification thereof that the same is in full force and effect as modified and stating the modification or modifications and that there are no defaults existing, or if there is any claimed default stating the nature and extent thereof); and stating the dates to which the Rent and Other Charges have been paid. It is expressly understood and agreed that any such statement delivered pursuant to this Article may be relied upon by any prospective assignee or sublessee of the leasehold estate of Ground Lessee, or any prospective purchaser of the estate of Ground Lessor, Lender, or any lender or prospective assignee of any lender on the security of the Land or the fee estate or any part thereof and any third person.
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03253-0002 242153. 8
IN WITNESS WHEREOF, the parties hereto have executed this Ground Lease as of the day and year first above set forth.
GROUND LESSOR:
South Bay Associates SPE, LLC
By: South Bay Associates, sole member
By: Forest Bay, Inc., general partner
By:
Name:_
Title:
GROUND LESSEE:
CITY OF REDONDO BEACH,
a California chartered municipal corporation
By:
Name:
Title:
Attest:
City Clerk
Approved as to Form:
City Attorney
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03253-0002 242153.8
STATE OF OHIO
SS:
COUNTY OF CUYAHOGA
BEFORE ME, a Notary Public in and for said County, personally appeared the above named SOUTH BAY ASSOCIATES SPE, LLC, a Delaware limited liability company, by → who acknowledged that he/she did
sign the foregoing instrument and the same is his free act and deed as such officer and the free of said corporation and his/her personally as such officer.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of , 2013.
Notary Public
This Instrument was prepared by
Jennifer A. Victor, Esq.
FOREST CITY ENTERPRISES, INC.
50 Public Square, Suite 1360
Cleveland, Ohio 44113
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03253-0002 242153.8
STATE OF CALIFORNIA)
)SS.
COUNTY OF LOS ANGELES)
ON → 2013, BEFORE ME,
_ A NOTARY PUBLIC,
PERSONALLY APPEARED
PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSON WHOSE NAME IS
SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE EXECUTED
THE SAME IN HIS AUTHORIZED CAPACITY, AND THAT BY HIS SIGNATURE ON THE INSTRUMENT,
THE PERSON, OR THE ENTITY UPON BEHALF OF WHICH THE PERSON 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.
(Notary Signature)
(NOTARY SEAL)
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03253-0002 242153.8
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
Lot 6 of Tract No. 40733, in the City of Redondo Beach, County of Los Angeles, State of California, as per map recorded in Book 998, Pages 77 to 79 inclusive of Maps, in the Office of the County Recorder of said County.
A-1
03253-0002 230047.4
03253-0002 242153.8
EXHIBIT B
PERMITTED ENCUMBRANCES
See attached
B-1
03253-0002 230047.4
03253-0002 242153.8
EXHIBIT C
FORM OF MEMORANDUM OF GROUND LEASE
See attached
C-1
03253-0002 230047,4
03253-0002 242153, 8
EXHIBIT D
LOAN DOCUMENT PROVISIONS PERTAINING TO THE LAND OR THE PROJECT See attached.
D-1
03253-0002 230047.4
03253-0002 242153.8
EXHIBIT E
INSURANCE REQUIREMENTS APPLICABLE TO GROUND LESSEE
Ground Lessee shall maintain commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Land, such insurance (A) to be in the so-called "occurrence" form with a combined limit of not less than $15,000,000, (B) to continue at not less than the aforesaid limit until required to be changed by Lender by reason of changed economic conditions making such protection inadequate and (C) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations; (3) independent contractors; and (4) blanket contractual liability. Ground Lessee may have a self-insured retention of up to $500,000 combined limit for such general liability. Not less than ten (10) Business Days prior to the expiration date of any policy, evidence of the foregoing insurance must be provided to Ground Lessor and Lender on an Acord form (or other form satisfactory to Lender). Such evidence shall provide that coverage will not be cancelled or non-renewed except upon 30 days' advance written notice to Ground Lessor and Lender. Such policy shall identify Ground Lessee as the insured, Ground Lessor and Lender as additional insureds, and the address or legal description of the Land shall be identified as an insured location.
The foregoing insurance shall be obtained under valid and enforceable policies (which may be issued by an insurer or a joint powers pool provided that such pool maintains the highest accreditation level by the California Joint Powers Authority (collectively, the "Policy") and shall be subject to the reasonable approval of Lender as to deductibles and insureds. If the insurance is provided by a joint powers pool, Ground Lessee shall, upon Lender's written request, submit to Lender an audited report of the pool on an annual basis and if there is any material decrease in the claims-paying capacity of the pool, Lender may rescind its approval of the pool as the insurer, in which event Ground Lessee shall obtain insurance which satisfies the foregoing requirements from an insurer which maintains a claims-paying ability rating of "A-" or better by S&P and Fitch, an insurance financial strength rating of "A3" by Moody's and an A.M. Best rating of "A(X)" or better, or such other ratings which are satisfactory to Lender in its sole but reasonable discretion.
The limits of such Policy shall not be reduced from those required herein.
Nor shall the Policy's terms be amended to materially narrow the scope of coverage required herein.
If at any time Lender is not in receipt of written evidence that all insurance required hereunder is in full force and effect, Lender shall have the right, upon ten (10) days' prior written notice to Ground Lessor and Ground Lessee, to take such action as Lender deems necessary to protect its interest in the Land, including, without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate and consistent with the requirements of this Exhibit E and all premiums 03253-0002 242153.8
incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Ground Lessee to Lender upon demand.
No approval by Lender or Ground Lessor as to the amount, type, or form of any insurance shall be construed to be a representation, certification or warranty of its sufficiency.
03253-0002 242153.8
EXHIBIT D-2.
SNDA FOR GROUND LEASE
Exhibit D-2 - 1
03253-0002 235603.11
EXHIBIT D-2
Prepared By:
Prudential Asset Resources, Inc.
2100 Ross Avenue, Suite 2500
Dallas, Texas 75201
After Recording Return To:
Bryan Cave LLP
560 Mission Street, 25 Floor
San Francisco, California 94105
Attn: Harold A. Hagen, Esq.
Recording information above this line
Loan Nos. 506106890 (A Note) and 706106889 (B Note)
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT NOTICE: THIS SUBORDINATION, NON-DISTURBANCE AND
ATTORNMENT AGREEMENT RESULTS IN YOUR LEASEHOLD ESTATE
BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.
This Subordination, Non-Disturbance and Attornment Agreement ("Agreement") is effective as of the date of execution by the last of the parties hereto to execute as set forth beneath their respective signatures hereinbelow (the "Effective Date") between U.S. BANK NATIONAL ASSOCIATION, successor to Bank of America, National Association, successor by merger to LaSalle Bank National Association, as Trustee of the Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-PWR14 (together with its successors or assigns in interest, collectively "Lender") and CITY OF REDONDO BEACH, a California chartered municipal corporation ("Ground Lessee," which includes any permitted assigns and successors in interest of Ground Lessee under the Ground Lease (as defined below)).
RECITALS:
A. Lender is the current owner and the holder of a Promissory Note (the "A Note") dated November 6, 2006, in the original amount of $100,000,000.00. The Prudential Life Insurance Company of America is the current owner and the holder of a Promissory Note (the "B Note" and, together with the A Note, the "Note") dated of even date therewith, in the original amount of $30,000,000.00. The A Note and the B Note together evidence that certain loan (the "Loan") made by Prudential Mortgage Capital Company, LLC to SOUTH BAY CENTER SPE, LLC, a Delaware limited liability company, and SOUTH BAY ASSOCIATES SPE, LLC, a Delaware limited liability company (collectively, "Borrower"). The Note is secured by (i) a Fee and Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (as the same may hereafter be amended or modified, the "Mortgage") dated the same date as said Note, and recorded on November 8, 2006, under Document No. 06-2479593 of the Real Property Records of Los Angeles County, California (the "Official Records"), covering the real property described therein (the "Mortgaged Premises"), (ii) a Loan Agreement dated the same date as the Note (as the same may hereafter be amended or modified, the "Loan Agreement") and (iii) other instruments, Loan Nos. 506106890 (A Note) and 706106889 (B Note)
SNDA - City of Redondo Beach
- 0.0
documents and agreements (collectively, as the same may hereafter be amended or modified, the "Loan Documents").
B. Ground Lessee is the Ground Lessee under that certain Ground Lease dated → 2013 (the "Ground Lease"), between Ground Lessee and SOUTH BAY ASSOCIATES SPE, LLC, a Delaware limited liability company, as Ground Lessor (said Ground Lessor and its successors and assigns under the Ground Lease, except Lender and those claiming under Lender, hereinafter called "Landlord"), covering a portion of the Mortgaged Premises as set forth under the Ground Lease and more fully described in the Exhibit A (hereinafter called the "Demised Premises"). A Memorandum of Ground Lease has been recorded in the Official Records concurrently herewith.
Lender, as the holder of the A Note, currently services the Loan for the benefit of the holder of the A Note and the holder of the B Note as a collective whole.
D. Ground Lessee and Lender desire to confirm their understanding with respect to the Ground Lease and the Mortgage.
THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good valuable consideration, the receipt and sufficiency of which are hereby acknowledged by all parties, Lender and Ground Lessee agree as follows:
1. Subordination. The Ground Lease is now, and will at all times and for all purposes be, subject and subordinate, in every respect, to the Mortgage and the lien imposed by the Mortgage, with the provisions of the Mortgage and this Agreement controlling over the provisions of the Ground Lease. The Ground Lease is subordinate and subject, in each and every respect, to any and all increases, renewals, modifications, extensions, substitutions, replacements and/or consolidations of the Mortgage, (collectively a "Modification"), and all other loan documents securing the Note, provided that any and all Modifications shall nevertheless be subject to the terms of this Agreement. Without limiting the foregoing, Ground Lessee acknowledges and agrees that Landlord's performance of its obligations under Section 4(b)-(d) of the Ground Lease may require Lender's prior written consent, which consent may be granted or withheld in Lender's reasonable discretion.
defendant in any exercise of Lender's rights and remedies arising upon default under the Mortgage, unless applicable law requires Ground Lessee to be made a party, and (b) Ground Lessee's possession of the Demised Premises under said Ground Lease shall not be disturbed or interfered with by Lender or by any Successor Landlord (as defined in Section 3 below).
3. Attornment. For purposes of this Agreement, Lender, and any nominee or subsidiary of Lender is referred to, individually, as a "Lender Party", and collectively, as "Lender Parties", and any party (other than a Lender Party) who succeeds to the interest of a Lender Party or acquires the Demised Premises at a foreclosure sale or otherwise in connection with an exercise of remedies by Lender is referred to as a "Transferee". Any Transferee, together with Lender Parties, is Loan Nos. 506106890 (A Note) and 706106889 (B Note)
SNDA - City of Redondo Beach 2
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referred to as a "Successor Landlord". If any Successor Landlord succeeds to the interest of the Landlord or acquires the Demised Premises in connection with an exercise of remedies by a Lender Party or a purchase of the Demised Premises from a Lender Party, including, but not limited to, by means of foreclosure, exercise of any power of sale, succession by deed in lieu or other conveyance (a "Succession"), Ground Lessee will attorn to and be bound to Successor Landlord upon Succession and will recognize any Successor Landlord as the landlord under the Ground Lease, and the Successor Landlord shall assume the obligations of the landlord under the Ground Lease (subject to the provisions hereof). The Ground Lease shall continue in full force and effect as a direct lease, in accordance with its terms, except as provided in this Agreement. Such attornment is effective and self-operative without the execution of any further instrument. Ground Lessee, upon request, will sign and deliver any instruments reasonably requested to evidence such attornment.
Ground Lessee waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Ground Lessee any right or election to terminate or otherwise adversely affect the Ground Lease and the obligations of Ground Lessee thereunder as a result of any such foreclosure or trustee's sale.
4. Limitation on Successor Landlord's Liability. Upon any Succession, Successor Landlord shall not be (a) liable for any act or omission of Landlord under said Ground Lease, but shall cure any then existing Continuing Defaults (as defined below) by the Landlord, (b) subject to any offsets or defenses which Ground Lessee may have against Landlord arising or occurring prior to the Succession, (c) bound by any rent or additional rent which Ground Lessee may have paid to Landlord for more than the current year, (d) bound by any amendment or modification of the Ground Lease that would reduce or shorten any economic obligations of Ground Lessee under the Ground Lease or materially impair Landlord's rights under the Ground Lease made without Lender's prior written consent; provided, however, Lender shall not be bound by any amendment or modification unless Lender receives a fully executed copy of such amendment or modification within ten (10) business days after execution, (e) liable for any security deposit paid by Ground Lessee to Landlord unless such deposit is delivered to Successor Landlord, (f) liable for or obligated to pay for repairs, replacements, damages or allowances not made, performed or paid by Landlord if such performance or payment was due prior to the Succession, or (g) liable for the payment of any leasing commissions, the triggering event for which arose or occurred prior to the Succession. Any reference to Landlord includes all prior landlords under the Ground Lease. Successor Landlord shall not be liable for the performance of the obligations of Landlord under the Ground Lease, except for those obligations which first arise during the period of Successor Landlord's ownership of the Mortgaged Premises and for "Continuing Defaults" (as defined below). In the case of a casualty or condemnation repair obligation, Lender must receive the insurance or condemnation proceeds as a condition precedent to Lender's repair obligation under the Ground Lease.
A "Continuing Default" is defined as a non-monetary default by Landlord under the Ground Lease that began prior to Succession, is ongoing and continuing following Succession, is susceptible to being cured, and for which Ground Lessee provided Lender with notice as required hereunder prior to Succession. Successor Landlord shall only have liability for actual damages (not consequential or special damages) that arise after Succession as a result of its failure to cure a Continuing Default.
5. Further Limitation on Lender's and Successor Landlord's Liability. Except as expressly set forth herein following a Succession, neither this Agreement nor anything to the Loan Nos. 506106890 (A Note) and 706106889 (B Note)
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- 0.0
contrary in the Ground Lease shall operate to impose upon Lender or Successor Landlord any responsibility or liability for the control, care, management or repair of the Demised Premises, or impose responsibility or liability upon Lender or Successor Landlord for the carrying out of any of the covenants, terms and conditions of the Ground Lease. Neither Lender or Successor Landlord shall be responsible or liable for any waste committed on the Demised Premises by any party whatsoever, or for dangerous or defective conditions of the Demised Premises, or for any negligence in the management, upkeep, repair or control of the Demised Premises resulting in loss, injury or death to any lessee, sublessee, licensee, invitee, guest, employee, agent or stranger.
Upon transfer of the Demised Premises by Successor Landlord, without any further action by Ground Lessee, Successor Landlord shall be fully relieved and released from all liability under the Ground Lease and this Agreement.
6. Ground Lessee's Warranty. Ground Lessee warrants to Lender, as of the date hereof, that (a) there are no known defaults on the part of Landlord, (b) the Ground Lease is a complete statement of the agreement of the parties with respect to the leasing of the Demised Premises, (c) the Ground Lease is validly executed by Ground Lessee and in full force and effect, and (d) all conditions to the effectiveness or continuing effectiveness thereof required to be satisfied as of the date hereof have been satisfied. Ground Lessee acknowledges and warrants to Lender that it has not subordinated the Ground Lease or any of its rights under the Ground Lease to any lien or mortgage other than the Mortgage.
7. Lender Cure Rights. Ground Lessee will notify Lender in writing of any default by Landlord under the Ground Lease that would entitle Ground Lessee to cancel or terminate the Ground Lease or abate the rents payable thereunder. Such notice shall be sent to Lender at 2100 Ross Avenue, Suite 2500, Dallas, Texas 75201, Reference Loan Nos. 506106890 (A Note) and 706106889 (B Note), certified mail, return receipt requested. If within thirty (30) business days after receipt of such default notice Lender notifies Ground Lessee in writing of its intent to cure such default, Lender shall have thirty (30) days beyond the curative period available to Landlord under the Ground Lease to cure the default by Landlord. Except for its obligation to cure any Continuing Default, as defined above, Lender has no obligation to cure any default by Landlord and shall have no liability for not curing any default. In addition, as to any default by Landlord the cure of which requires possession and control of the Mortgaged Premises, Lender's cure period shall continue for such additional time as Lender may reasonably require to obtain possession and control of the Mortgaged Premises.
8. Exculpation of Successor Landlord. Notwithstanding anything to the contrary in this Agreement or the Ground Lease, Ground Lessee shall look exclusively to Successor Landlord's interest in the Mortgaged Premises or any proceeds from the disposition thereof, any rents or profits derived from the Mortgaged Premises, or any insurance or condemnation proceeds related thereto, for the satisfaction of Ground Lessee's remedies in the event of (a) default by Successor Landlord as landlord under the Ground Lease, (b) any indemnity obligation that arises pursuant to the Ground Lease, or (c) any payment or discharge of any money judgment in favor of Ground Lessee against Successor Landlord with respect to the Ground Lease.
9. Rent Payment. Immediately upon written notice to Ground Lessee (a) that Lender is exercising its rights under the Mortgage or any other loan documents acting to secure the Note Loan Nos. 506106890 (A Note) and 706106889 (B Note)
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- 0.0
following a default under the Loan, or (b) of Lender's succeeding to Landlord's interest under the Ground Lease, Ground Lessee agrees to pay all rents due under the Ground Lease directly to Lender in accordance with the Ground Lease. In such event, Landlord hereby expressly authorizes Ground Lessee to make such payments to Lender and further agrees that any sums paid to Lender shall be in satisfaction of Ground Lessee's obligations under the Ground Lease.
10. Notice of Casualty or Condemnation. Ground Lessee shall promptly notify Lender in the event of any material casualty or condemnation affecting the Demised Premises. 11, Insurance Provisions of Ground Lease. Ground Lessee shall at all times satisfy the insurance requirements set forth in the Ground Lease and shall provide certification of such insurance coverage to Lender on an annual basis or otherwise upon the reasonable request of Lender. Ground Lessee acknowledges and agrees that Lender is an intended beneficiary of the insurance requirements set forth in the Ground Lease and that Lender may enforce such provisions at any and all times while the Ground Lease is in effect notwithstanding that Lender is not a party thereto.
12. Complete Agreement. This Agreement supersedes, as between the parties hereto, all of the terms and provisions of the Ground Lease which are inconsistent herewith.
13. No Oral Modification/Binding Effect. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by the parties hereto or their respective successors in interest. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors and assigns.
14. Defined Terms. Capitalized terms used but not defined herein shall have the meanings given them in the Ground Lease.
15. Laws. This Agreement shall be construed in accordance with the laws of the State where the Mortgaged Premises are located.
16. Automatic Amendment of Ground Lease. Upon a Succession, the Ground Lease is automatically amended as follows:
(a) Hazardous Materials. All representations, warranties, indemnities or hold harmless provisions in favor of Ground Lessee from Landlord dealing with the presence, use, transportation, disposal, contamination, exposure to or in any way arising out of hazardous or toxic materials, chemicals or wastes ("Hazardous Materials") shall be deleted as to any Successor Landlord; provided, however, that each Successor Landlord who holds title to the Demised Premises covenants and agrees to (i) comply with all laws governing Hazardous Materials ("Hazardous Materials Laws"), (ii) store, use and dispose of all Hazardous Materials at the Mortgaged Premises in accordance with all applicable Hazardous Materials Laws, and (ili) remove, remediate and/or clean up, as applicable, in accordance with all applicable Hazardous Materials Laws, all Hazardous Materials at the Mortgaged Premises (to the extent not caused by Ground Lessee or its employees, contractors or agents) impairing Ground Lessee's use or access to the Demised Premises.
Loan Nos. 506106890 (A Note) and 706106889 (B Note)
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(b) Insurance. Ground Lessee shall at all times satisfy the insurance requirements set forth in the Ground Lease. All insurance required to be carried by Landlord under the Ground Lease may be effected by a Lender Party or an affiliate of Lender by self-insurance or by a policy or policies of blanket insurance covering additional items or locations or insureds and with such deductibles as Lender may from time to time determine, Ground Lessee acknowledges and agrees that it has no rights in any policy or policies maintained by a Lender Party.
(c) Option or Right of First Refusal. Lender recognizes and consents to Ground Lessee's right to purchase the Demised Premises on the terms set forth in that certain Exchange and Easement Agreement by and between Ground Lessee and In to purchane the 1 Landlord, free of any lien or encumbrance by Lender, in accordance with the terms and conditions set forth in that certain Consent and Ratification Agreement of even date herewith between Lender and Borrower. Except as set forth in the preceding sentence, Lender will not be bound to honor any option or right of first refusal in favor of Ground Lessee to purchase all or any part of the Mortgaged Premises. (d) Warranty of Title. The first sentence of Section 1(c) of the Ground Lease shall be deleted.
Contests. In Section 3(e) of the Ground Lease, a Lender Party shall have no obligation to join in any such proceedings initiated by Ground Lessee.
Restrictions. The performance of Ground Lessor's obligations under Section 4(d) shall be at Ground Lessee's sole cost and expense. (g) Representations. Section 14(a) of the Ground Lease shall be deleted. (h) Liability and Indemnification. Section 17(c)(2) of the Ground Lease shall be amended to replace "negligence" with "gross negligence" in the second to last line thereof,
IN WITNESS WHEREOF, the parties. hereto have caused this Agreement to be duly executed.
LENDER:
U.S. BANK NATIONAL ASSOCIATION,
successor to Bank of America, National Association,
successor by merger to LaSalle Bank National
Association, as Trustee of the Bear Stearns
Commercial Mortgage Securities Inc., Commercial
Mortgage Pass-Through Certificates, Series 2006-
PWR14
Loan Nos. 506106890 (A Note) and 706106889 (B Note)
SNDA - City of Redondo Beach 6
- 0.0
By: Prudential Asset Resources, Inc., as Master
Servicer under the Pooling and Servicing
Agreement dated December 1, 2006
By:
Name:
Title:
Dated: _ 2013
ACKNOWLEDGMENT OF LENDER
STATE OF TEXAS
COUNTY OF DALLAS )
This instrument was acknowledged before me on the day of 2013, by _ the _ of Prudential Asset
Resources, Inc., as Master Servicer for U.S. BANK NATIONAL ASSOCIATION, successor to Bank of America, National Association, successor by merger to LaSalle Bank National Association, as Trustee of the Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass- Through Certificates, Series 2006-PWR14, on behalf of such entities.
Loan Nos. 506106890 (A Note) and 706106889 (B Note)
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed.
GROUND LESSEE:
CITY OF REDONDO BEACH, a California
chartered municipal corporation
By:
Name:
Title:
Dated: _ 2013
ACKNOWLEDGMENT OF GROUND LESSEE
STATE OF CALIFORNIA
SS
COUNTY OF
2013, before me, , the undersigned
Notary Public in and for said County and State, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose names) 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.
Notary Public
My Commission Expires:
Loan Nos. 506106890 (A Note) and 706106889 (B Note)
SNDA - Cily of Redondo Beach
- 0.0
ACKNOWLEDGEMENT AND AGREEMENT.
The undersigned acknowledge and agree to the foregoing provisions of this Agreement and have caused this Agreement to be duly executed.
BORROWER:
SOUTH BAY CENTER SPE, LLC, a Delaware limited liability company By:
Name:
Title:
Dated: , 2013
SOUTH BAY ASSOCIATES SPE, LIC, a Delaware limited liability company By: SOUTH BAY ASSOCIATES, a California limited partnership, its sole member By: FOREST BAY, INC., an Ohio corporation, its General Partner By:
Name:
Title:
Dated: , 2013
Loan Nos. 506106890(A Note) and 706106889 (B Note)
SNDA - City of Redondo Beach
- 0.0
ACKNOWLEDGMENT OF LANDLORD
STATE OF
- SS
COUNTY OF
On 2013, before me, , the undersigned
Notary Public in and for said County and State, 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.
Notary Public
My Commission Expires:
0.0 ACKNOWLEDGMENT OF BORROWER
STATE OF
SS
COUNTY OF
→ 2013, before me, the undersigned
Notary Public in and for said County and State, 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.
Notary Public
My Commission Expires:
0.0 Exhibit A
Legal Description of Demised Premises
- 0.0
EXHIBIT E
CITY GALLERIA PARCEL DEED
Exhibit E - 1
03253-0002 235603.11
EXHIBIT E
RECORDING REQUESTED BY
Stewart Title of California, Inc.
WHEN RECORDED MAIL TO
AND MAIL TAX STATEMENTS TO:
South Bay Associates SPE, LLC
50 Public Square, Suite 1360
Cleveland, Ohio 44113
Attn: Jennifer Victor
THE SPACE ABOVE IS FOR RECORDER'S USE
GRANT DEED
APN: 4082-018-900
Escrow No.: 12110400
Title No.: 450459 (Unit 7733)
Documentary Transfer Tax is not of publie record
and is shown on a separate sheet attached to this deed.
Recording fee exempt per Government Code Section 27383.
FOR VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED,
The City of Redondo Beach, a chartered municipal corporation (the "Grantor") HEREBY GRANT(S) TO:
South Bay Associates SPE, LLC, a Delaware limited liability company (the "Grantee")
The following described real property, in the City of Redondo Beach, County of Los Angeles, State of California, commonly known as 1820 Kingdale Avenue, Redondo Beach, California, and legally described as:
All that certain real property situated in the County of Los Angeles, State of California, described as follows:
Parcel 1 of Parcel Map No. 17629, in the City of Redondo Beach, County of Los Angeles, State of California, as shown on Map filed in Book 187, Pages 40 and 41 of Parcel Maps, in the Office of the County Recorder of said County.
1 03253-0002 235701.2
This foregoing grant of real property is subject to non-delinquent taxes, all recorded easements, covenants, conditions and restrictions, and all other matters of record affecting title to such property.
Date: , 20
"Grantor"
The City of Redondo Beach
By:
Name:
Title:
Attest:
City Clerk
Approved as to Form:
City Attorney
03253-0002 235701.2
STATE OF CALIFORNIA)
)SS.
COUNTY OF LOS ANGELES)
ON _ 20 BEFORE ME,
, A
NOTARY PUBLIC, PERSONALLY APPEARED
→ WHO
PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE
PERSON WHOSE NAME IS SUBSCRIBED TO THE WITHIN INSTRUMENT AND
ACKNOWLEDGED TO ME THAT HE EXECUTED THE SAME IN HIS
AUTHORIZED CAPACITY, AND THAT BY HIS SIGNATURE ON THE
INSTRUMENT, THE PERSON, OR THE ENTITY UPON BEHALF OF WHICH THE PERSON 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.
(Notary Signature)
(NOTARY SEAL)
03253-0002 235701.2
EXHIBIT F
CITY GALLERIA PARCEL TITLE POLICY
Exhibit F - 1
03253-0002 235603.11|
Special Endorsement EXHIBIT F
ENDORSEMENT
ATTACHED TO POLICY No. PROFORMA
ISSUED BY
stewart
→ title guaranty company
HEREIN CALLED THE COMPANY
Order No.: 7733-40295130 Fee:
Endorsement Number: E-9936-Proforma
The Policy is hereby amended as follows:
1. Paragraph 2 of Schedule A is hereby amended to add the following:
A fee as Parcel 5B
2. Paragraph 4 of Schedule A is hereby amended to add the following:
Said Deed of Trust having been modified by that certain instrument entitled "Spreader Agreement" dated by and between South Bay Center SPE, LLC, a Delaware limited liability company South Bay Associates SPE, LLC, a Delaware Limited liability company and U.S. Bank National Association, successor to Bank of America, National Association successor by merger to LaSalle Bank National Association, as Trustee of the Bear Stearns Commercial Mortgage Securities, Inc., Commercial Mortgage Pass through certificates, Series 2006-PWR14 and Forest City Enterprises, Inc., an Ohio Corporation upon the terms therein provided recorded as Instrument No. of Official Records
3. The Legal Description is hereby amended to add the following:
Parcel 5B:
Parcel 1 of Parcel Map No. 17629, in the City of Redondo Beach, County of Los Angeles, State of California, as shown on Map filed in Book 187, Pages 40 and 41 of Parcel Maps, in the office of the County Recorder of said County.
4. The Legal Description referred to in Parcel 1A is hereby amended to read as follows:
Parcel 1A: (4082-019-030, 031, 032, 033)
Lots 1, 2, 3 & 4 of Tract No. 40733, in the City of Redondo Beach, County of Los Angeles, State of California, as per map recorded in Book 998, Pages 77 to 79 Inclusive of Maps, in the office of the county recorder of said county.
Special Endorsement
5. The Schedule B Part I of the Policy is hereby amended to add the following exceptions:
The following matters affect Parcel 5B:
A. Property taxes, which are a lien not yet due and payable, including any assessments collected with taxes, to be levied for the fiscal year 2013 - 2014.
1. Water rights, claims or title to water in or under said land, whether or not shown by the public records.
2. The matters contained in an instrument entitled "Ordinance No. 2381, An Ordinance of the City of ouncil of the City of Redondo Beach approving and adopting a Redevelopment Plan for the South Ba enter Redevelopment Project as the Official Redevelopment Plan for said Project and approving th Negative Declaration", , upon the terms therein provided recorded December 12, 1983 as Instrument No. 83-1471835, Official Records.
Reference is made to said document for full particulars.
3. The matters contained in an instrument entitled "Construction, Operation and Reciprocal Easement Agreement" dated July 31, 1984, by and between South Bay Associates, a California Limited Partnership, Mervyn's, a California corporation and Nordstrom, Inc., a Washington corporation, upon the terms therein provided recorded August 1, 1984 as Instrument No. 84-922919 of Official Records.
The matters contained in an instrument entitled "First Amendment to Construction, Operation and Reciprocal Easement Agreement" dated September 12, 1996, by and between The Galleria at Southbay, a California Limited Partnership and Mervyn's, a California corporation and Nordstrom, Inc., a Washington corporation, upon the terms therein provided recorded October 8, 1996 as Instrument No. 96-1642185 of Official Records.
The matters contained in an instrument entitled "Second Amendment to Construction, Operation and Reciprocal Easement Agreement" dated January 29, 2010, by and between South Bay Center SPE, LLC, a Delaware Limited Liability Company, KAS South Bay, LLC, a California limited liability company and Nordstrom, Inc., a Washington corporation, upon the terms therein provided recorded March 1, 2010 as Instrument No. 20100270915 of Official Records.
4. Covenants, Conditions, and Restrictions as set forth in an instrument, but omitting, except to the extent permitted by any applicable federal or state law, covenants or restrictions, if any, based on race, color, religion, sex, familial status, national origin, handicap, sexual orientation, marital status, ancestry, source of income, disability, medical condition, or other unlawful basis.
Recorded: July 28, 1986 as Instrument No. 86-955521 of Official Records Note: Section 12956.1 of the Government Code provides the following: If this document contains any restrictions based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to Section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.
5. The matters contained in an instrument entitled "Construction Easement and Maintenance Special Endorsement
Agreement" dated July 28, 1986, by and between The City of Redondo Beach, a chartered municipal corporation and South Bay Associates, a California Limited Partnership, upon the terms therein provided recorded July 28, 1986 as Instrument No. 86-955522 of Official Records.
Reference is made to said document for full particulars.
Said document was modified by an instrument recorded December 15, 1993 as Instrument No. 93. 2442494 of Official Records.
The matters contained in an instrument entitled "Designation of Agent" dated November 16, 2006, by and between South Bay Center SPE, LLC, a Delaware Limited Liability Company and South Bay Associates SPE, LL.C, a Delaware Limited Liability Company, upon the terms therein provided recorded November 22, 2006 as Instrument No. 20062600351 of Official Records.
6. An easement for the purpose shown below and rights incidental thereto as set forth in a document:
Grantee: Southern California Edison Company, a Corporation Purpose: public utilities
Recorded: November 6, 1987, as Instrument No. 87-1783951, Official Records Said matter affects a portion of said land as more particularly described in said document.
Restrictions on the use, by the owners of said land, of the easement area as set out in the easement document.
7. An easement for the purpose shown below and rights incidental thereto as set forth in a document:
Grantee: City of Torrance, a municipal corporation
Purpose: a water main and appurtenant structures
Recorded: December 14, 1987, as Instrument No. 87-194613, Official Records Said matter affects a portion of said land as more particularly described in said document.
8. The matters contained in an instrument entitled "Agreement Containing Covenants Affecting Real Property" by and between Galleria at South Bay, a California Limited Partnership and the Redondo Beach Redevelopment Agency, a public body corporate and politic, upon the terms therein provided recorded October 31, 1997 as Instrument No. 97-1737503 of Official Records.
Reference is made to said document for full particulars.
9. The fact that said land is included within a project area of the South Bay Center Project Area Redevelopment Agency, and that proceedings for the redevelopment of said project have been instituted under the Redevelopment Law (such redevelopment to proceed only after the adoption of the redevelopment plan) as disclosed by a document recorded August 13, 2007 as Instrument No. 20071889223 of Official Records.
Note:
This is a pro-forma endorsement, furnished to or on behalf of the party to be insured. It does not reflect the present status of title and is not a commitment to insure the estate or interest as shown herein, nor does it evidence the willingness of the company to provide any affirmative coverage shown herein. Any such commitment must be an express, written undertaking on appropriate forms of the company.
Special Endorsement
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, (i1) modify any prior endorsements, (ill) 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: To Be Determined
In witness whereof, Stewart Title Guaranty Company has caused this policy to be signed and sealed by its duly authorized officers as of Date of Policy shown in Schedule A.
Countersigned by:
-Stewart Senior Chairman of the Board
-title guaranty company
Authorized Countersignature
STEWART TITLE OF CALIFORNIA, INC soldier
Chairman of the Board
Mild Bille
President
Special Endorsement
EXHIBIT G
FC KINGSDALE PARCEL DEED
Exhibit G - 1
03253-0002 235603.11
ENHIBIT G
RECORDING REQUESTED BY
Stewart Title of California, Inc.
WHEN RECORDED MAIL TO:
City of Redondo Beach
Office of the City Attorney
415 Diamond Street
Redondo Beach, CA 90277
Attn: City Clerk
MAIL TAX STATEMENTS TO:
Exempt
THE SPACE ABOVE IS FOR RECORDER'S USE
GRANT DEED
APN: 4082-020-010
Escrow No.: 12110400
Title No.: 450461; Unit 7733
DOCUMENTARY TRANSFER TAX IS NONE - NOT REQUIRED SEC. 11922 REVENUE TAXATION CODE.
This document is recorded for the benefit of the City of Redondo Beach and is exempt from the payment of the recording fee pursuant to Government Code Section 27383.
FOR VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED,
South Bay Associates SPE, LLC, a Delaware limited liability company (the "Grantor")
HEREBY GRANT(S) TO:
The City of Redondo Beach, a chartered municipal corporation (the "Grantee") The following described real property, in the City of Redondo Beach, County of Los Angeles, State of California, commonly known as 1601 Kingsdale Avenue, Redondo Beach, California, and legally described as:
All that certain real property situated in the County of Los Angeles, State of California, described as follows:
1 03253-0002 235691.2
Lot 6 of Tract No. 40733, in the City of Redondo Beach, County of Los Angeles, State of California, as per map recorded in Book 998, Pages 77 to 79 inclusive of Maps, in the Office of the County Recorder of said County.
This foregoing grant of real property is subject to non-delinquent taxes, all recorded easements, covenants, conditions and restrictions, and all other matters of record affecting title to such property.
Date: 20
"Grantor"
SOUTH BAY ASSOCIATES SPE, LLC,
a Delaware limited liability company
By: South Bay Associates, sole member
By: Forest Bay, Inc., general partner
By:
Name:
Title:
03253-0002 2356912
STATE OF OHIO )
)SS
COUNTY CUYAHOGA )
before me, a Notary Public in and for
said County, personally appeared the above named SOUTH BAY ASSOCIATES SPE, LLC, a Delaware limited liability company, by _ its
, who acknowledged before me that he/she did sign the
foregoing instrument and the same is his free act and deed as such officer and the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this _day Notary Public
My Commission Expires:
03253-0002 235691.2
CERTIFICATE OF ACCEPTANCE
This is to certify that the real property conveyed by Grant Deed dated , from South Bay Associates SPE, LLC, a Delaware
limited liability company for the property commonly known as 1601 Kingdale Avenue, Redondo Beach, California, is hereby accepted by the undersigned officers) on behalf of the City of Redondo Beach pursuant to authority conferred by Resolution No. of said City adopted on and said City consents to the
recordation thereof by its duly authorized officers).
Date:
The City of Redondo Beach
Name:
Title:
Property: Assessor's Parcel No.: 4082-020-010
03253-0002 235691.2
EXHIBIT H
FC KINGDALE PARCEL TITLE EXCEPTIONS
Exhibit H - 1
03253-0002 235603.11
PROFORMA - CLTA Standard Coverage Policy - 1990
Order Number: 450461C
EXHIBIT H
POLICY OF TITLE INSURANCE
ISSUED BY
stewart
→ title guaranty company
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, STEWART TITLE GUARANTY COMPANY, a Texas corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the insured by reason of:
1. Title to the estate or interest described in Schedule A being vested other than as stated therein;
2. Any defect in or lien or encumbrance on the title;
3. Unmarketability of the title;
4. Lack of a right of access to and from the land;
and in addition, as to an insured lender only:
5. The invalidity or unenforceability of the lien of the insured mortgage upon the title;
6. The priority of any lien or encumbrance over the lien of the insured mortgage; said mortgage being shown in Schedule B in the order of its priority;
7. The invalidity or unenforceability of any assignment of the insured mortgage, provided the assignment is shown in Schedule B, or the failure of the assignment shown in Schedule B to vest title to the insured mortgage in the named insured assignee free and clear of all liens.
The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title or the lien of the insured mortgage, as insured, but only to the extent provided in the Conditions and Stipulations.
In witness whereof, Stewart Title Guaranty Company has caused this policy to be signed and sealed by its duly authorized officers as of Date of Policy shown in Schedule A.
stewart
+ title guaranty company
PROFORMA
Stewart Title of California, Inc.
Serial No. PROFORMA
PROFORMA - CLTA Standard Coverage Policy - 1990
Order Number: 450461C
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees are expenses which arise by reason of;
(a) Any law, ordinance or governmental regulations (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (il) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.
(b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting fiom a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.
Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowiedge.
Defects, liens, encumbrances, adverse claims or other matters:
(a) whether or not recorded in the public records at Date of Policy, but 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; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy.
4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated
Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law.
Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar
CONDITIONS AND STIPULATIONS
1. Definition of Terms.
The following terms when used in this policy mean:
(a) "insured": the insured named in Schedule A, and, subject to any rights or defenses the Company would have had against the named insured, those who sueceed to the interest of the named insured by operation of law as distinguished from purchase including, but not limited to, heirs, distributees, devisees, survivors, personal representatives, next of kin, or corporate or fiduciary successors. The term "insured" also includes:
(i) the owner of the indebtedness secured by the insured mortgage and each successor in ownership of the indebtedness except a successor who is an obligor under the provisions of Section 12(0) of these Conditions and Stipulations (reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor insured, unless the successor acquired the indebtedness as a purchaser for value without knowledge of the asserted defect, lien, encumbrance, adverse claim or other matter insured against by this policy as affecting title to the estate or interest in the land); (it) any governmental agency or governmental instrumentality which is an insurer or guarantor under an insurance contract or guaranty insuring or guaranteeing the indebtedness secured by the insured mortgage, or any part thereof, whether named as an insured hercin or not; (iii) the parties designated in Section 2(a) of these Conditions and Stipulations. (b) "insured claimant": an insured claiming loss or damage. (o) "insured lender": the owner of an insured mortgage. (d) "insured mortgage": a mortgage shown in Schedule B, the owner of which is named as an insured in Schedule A. (e) "knowledge" or "known": chaul Be trive reich i a netee which nay ho impute to am insured by reason of the pul records as defined in this policy or any other records which impart constructive notice of matters affecting the land. access to and from the land is insured by this policy.
(g) "mortgage": mortgage, deed of trust, trust deed, or other security instrument. (b) "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.
Serial No. PROFORMA
PROFORMA - CLTA Standard Coverage Policy - 1990
Order Number: 450461C
(i) "unmarketability of the title", an alleged or apparent matter affecting the title to the land, not excluded or excepted from coverage, which would entitle a purchaser of the estate or interest described in Schedule A or the insured mortgage to be released from the obligation to purchase by virtue of a contractual condition requiring the delivery of marketable title.
2. Continuation of Insurance
(a) After Acquisition of Title by Insured Lender. If this policy insures the owner of the indebtedness secured by the insured mortgage, the coverage of this policy shall continue in force as of Date of Policy in favor of (i) such insured lender who acquires all or any part of the estate or interest in the land by foreclosure, trustee's sale, conveyance in lieu of foreclosure, or other legal manner which discharges the lien of the insured mortgage; (ii) a transferee of the estate or interest so acquired from an insured corporation, provided the transferee is the parent or wholly-owned subsidiary of the insured corporation, and their corporate successors by operation of law and not by purchase, subject to any rights or defenses the Company may have against any predecessor insureds; and (iii) any governmental agency or governmental instrumentality which acquires all or any part of the estate or interest pursuant to a contract of insurance or guaranty insuring or guaranteeing the indebtedness secured by the insured mortgage. (b) After Conveyance of Title by an Insured. The coverage of this policy shall continue in force as of Date of Policy in favor of an insured only so long as the insured retains an estate or interest in the land, or holds an indebtedness secured by a purchase money mortgage given by a purchaser from the insured, or only so long as the insured shall have liability by reason of covenants of warranty made by the insured in any transfer or conveyance of the estate or interest. This policy shall not continue in force in favor of any purchaser from an insured of either (i) an estate or interest in the land, or (ii) an indebtedness secured by a purchase money mortgage given to an insured. (c) Amount of Insurance, The amount of insurance after the acquisition or after the conveyance by an insured lender shall in neither event exceed the least of:
(i) The amount of insurance stated in Schedule A;
(ii) The amount of the principal of the indebtedness secured by the insured mortgage as of Date of Policy, interest thereon, expenses of foreclosure, amounts advanced pursuant to the insured mortgage to assure compliance with laws or to protect the lien of the insured mortgage prior to the time of reduced by the amount of all payments made; or
(ill) The amount paid by an governmental agency or governmental instrumentality, if the agency or the instrumentality is the insured claimant, in the acquisition of the estate or interest in satisfaction of its insurance contract or guaranty.
3. Notice of Claim to be Given by Insured Claimant.
An insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in 4(a) below, (il) in case knowledge shall come to an insured hereunder of any claim of title or interest which is adverse to the title to the estate or interest or the lien of the insured mortgage, as insured, and which might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if title to the estate or inferest or the lien of the insured mortgage, as insured, is rejected as unmarketable. If prompt notice shall not be given to the Company, then as to that insured all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of any insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice.
4. Defense and Prosecution of Actions; Duty of Insured Claimant to Cooperate. (a) Upon written request by an insured and subject to the options contained in Section 6 of these Conditions and Stipulations, the Company, at its own cost and without unreasonable delay, shall provide for the defense of such insured in litigation in which any third party asserts a claim adverse to the title or interest as insured, but only as to those stated causes of action alleging a defect, lien or encumbrance or other matter insured against by this policy.
The Company shall have the right to select counsel of its choice (subject to the right of such insured to object for reasonable causc) to represent the insured as to those stated causes of action and 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 an insured in the defense of those causes of action which allege matters not insured against by this policy. (b) The Company shall have the right, at its own cost, to institute and proscoute any action or proceeding or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest or the lien of the insured mortgage, as insured, or to prevent or reduce loss or damage to an insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable hereunder, and shall not thereby concede liability or waive any provision of this policy. If the Company shall exercise its rights under this paragraph, it shall do so diligently. (c) Whenever the Company shall have brought an action or interposed a defense as required or permitted by the provisions of this policy, the Company may pursuc any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order.
(d) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding, an insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, and all appeals therein, and permit the Company to use, at its option, the name of such insured for this purpose. Whenever requested by the Company, an insured, at the Company's expense, shall give the Company all reasonable aid (i) in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (il) in any other lawful act which in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest or the lien of the insured mortgage, as insured. If the Company is prejudiced by the failure of an insured to furnish the required cooperation, the Company's obligations to such insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.
5. Proof of Loss or Damage.
In addition to and after the notices required under Section 3 of these Conditions and Stipulations have been provided the Company, a proof of loss or damage signed and sworn to by each insured claimant shall be furnished to the Company within 90 days after the insured claimant shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the defect in, or lien or encumbrance on the title, or other matter insured against by this policy which constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. If the Company is prejudiced by the failure of an insured claimant to provide the required proof of loss or damage, the Company's obligations to such insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such proof of loss or damage.
In addition, an insured claimant may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, Inspection and copying, at such reasonable times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, chécks, correspondence and memoranda, whether bearing a date before or after Date of Policy, which reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the insured claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspondence and Serial No. PROFORMA
PROFORMA - CLTA Standard Coverage Policy - 1990
Order Number: 450461C
memoranda in the custody or control of a third party, which reasonably pertain to the loss or damage. All information designated as confidential by an insured claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of an insured claimant to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this paragraph, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that insured for that claim.
6. 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 or to Purchase the Indebtedness. (i) to pay or tender payment of the amount of insurance under this policy together with any costs, attorneys' fees and expenses incurred by the insured claimant, which were authorized by the Company, up to the time of payment or tender of payment and which the Company is obligated to pay; or (ii) in case loss or damage is claimed under this policy by the owner of the indebtedness secured by the insured mortgage, to purchase the Indebtedness secured by the insured mortgage for the amount owning thereon together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of purchase and which the Company is obligated to pay.
If the Company offers to purchase the indebtedness as herein provided, the owner of the indebtedness shall transfer, assign, and convey the indebtedness and the insured mortgage, together with any collateral security, to the Company upon payment therefor.
Upon the exercise by the Company of the option provided for in paragraph a(i), all liability and obligations to the insured under this policy, other than to make the payment required in that paragraph, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, and the policy shall be surrendered to the Company for cancellation.
Upon the exercise by the Company of the option provided for in paragraph a(il) the Company's obligation to an insured Lender under this policy for the claimed loss or damage, other than the payment required to be made, shall terminate, 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, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which 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' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay.
Upon the exercise by the Company of either of the options provided for in paragraphs b(i) or bii), the Company's obligations to the insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute or continue any litigation.
7. Determination and Extent of Liability,
This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the insured claimant who has suffered loss or damage by reason of matters insured against by this policy and only to the extent herein described. *naimast artet monery loss or damage susied or incurred by the incure chimant who has sufired toss (a) The liability of the Company under this policy to an insured lender shall not exceed the least of:
(i) the Amount of Insurance stated in Schedule A, or, if applicable, the amount of insurance as defined in Section 2 (c) of these Conditions and Stipulations;
(il) the amount of the unpaid principal indebtedness secured by the insured mortgage as limited or provided under Section 8 of these Conditions and Stipulations or as reduced under Section 9 of theses Conditions and Stipulations, at the time the loss or damage insured against by this policy occurs. together with interest thereon; or
(iii) the difference between the value of the insured estate or interest as insured and the value of the insured estate or interest subject to the defect, tien or encumbrance insured against by this policy.
(b) In the event the insured lender has acquired the estate or interest in the manner described in Section 2(a) of these Conditions and Stipulations or lins conveyed the title, then the liability of the Company shall continue as set forth in Section 7(a) of these Conditions and Stipulations, (c) The liability of the Company under this policy to ah insured owner of the estate or interest in the land described in Schedule A shall not exceed the least of:
(i) the Amount of Insurance stated in Schedule A; or,
(il) the difference between the value of the insured estate or interest as insured and the value of the insured estate or interest subject to the detect, lien or encumbrance insured against by this policy.
(d) The Company will pay only those costs, attorneys' fees and expenses incurred in accordance with Sction 4 of these Conditions and Stipulations.
8. 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 unmarketability of title, or otherwise establishes the lien of the insured mortgage, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby, (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 determination by a court of competent jurisdiction, and disposition of all appeals therefrom, adverse to the title, or, if applicable, to the lien of the insured mortgage, as insured. (c) The Company shail not be liable for loss or damage to any insured for liability voluntarily assumed by the insured in settling any claim or suit without the prior written consent of the Company.
(d) The Company shall not be liable to an insured lender for: (i) any indebtedness created subsequent to Date of Policy except for advances made to protect the lien of the insured mortgage and secured thereby and reasonable amounts expended to prevent deterioration of improvements; construction loan advances made subsequent to Date of Policy, except construction loan advances made subsequent to Date of Policy for the purpose of financing in whole or in part the construction of an improvement to the land which at Date of Policy were secured by the insured mortgage and which the insured was and continued to be obligated to advance at and after Date of Policy.
9. Reduction of Insurance; Reduction or Termination of Liability. (a) All payments under this policy, except payments made for costs, attorneys' fees and expenses, shall reduce the amount of insurance pro tanto.
However, as to an insured lender, any payments made prior to the acquisition of title to the estate or interest as provided in Section 2(a) of these Serial No. PROFORMA
PROFORMA - CLTA Standard Coverage Policy - 1990
Conditions and Stipulations shall not reduce pro tanto the amount of insurance afforded under this policy as to any such insured, except to the extent that the payments reduce the amount of the indebtedness secured by the insured mortgage. (b) Payment in part by any person of the principal of the indebtedness, or any other obligation secured by the insured mortgage, or any voluntary partial satisfaction or release of the insured mortgage, to the extent of the payment, satisfaction or release, shall reduce the amount of insurance pro tanto. The amount of insurance may thereafter be increased by accruing interest and advances made to protect the lien of the insured mortgage and secured thereby, with interest thereon, provided in no event shall the amount of insurance be greater than the Amount of Insurance stated in Schedule A. (c) Payment in full by any person or the voluntary satisfaction or release of the insured mortgage shall terminate all liability of the Company to an insured lender except as provided in Section 2(a) of these Conditions and Stipulations.
10. Linbility Noncumulative.
It is expressly understood that the amount of insurance under this policy shall be reduced by any amount the Company may pay under any policy insuring a mortgage to which exception is taken in Schedule B or to which the insured has agreed, assumed, or taken subject, or which is hereafter executed by an insured and which is a charge or lien on the estate or interest described or referred to in Schedule A, and the amount so paid shall be deemed a payment under this policy to the insured owner.
The provisions of this Section shall not apply to an insured lender, unless such insured acquires title to said estate or interest in satisfaction of the indebtedness secured by an insured mortgage.
11. Payment of Loss.
(a) No payment shall be made without producing this policy for endorsement of the payment unless the policy has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations, the loss or damage shall be payable within 30 days thereafter.
12. Subrogation Upon Payment or Settlement.
(a) The Company's Right of Subrogation
Whenever the Company shall have settled and paid a claim under this policy, all right of subrogation shall vest in the Company unaffected by any act of the insured claimant.
The Company shall be subrogated to and be entitled to all rights and remedies which the insured claimant would have had against any person or property in respect to the claim had this policy not been issued. If requested by the Company, the insured claimant shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation. The insured claimant shall permit the Company to sue, compromise or settle in the name of the insured claimant and to use the name of the insured claimant in any transaction or litigation involving these rights or remedies.
If a payment on account of a claim does not fully cover the loss of the insured claimant, the Company shalt be subrogated (i) as to an insured owner, to all rights and remedies in the proportion which the Company's payment bears to the whole amount of the loss; and (it) as to an insured lender, to all rights and remedies of the insured claimant after the insured claimant shall have recovered its principal, interest, and costs of collection.
If loss should result from any act of the insured claimant, as stated above, that act shall not void this policy, but the Company, in that event, shall be required to pay only that part of any losses insured against by this policy which shall exceed the amount, if any, lost to the Company by reason of the impairment by the insured claimant of the Company's right of subrogation. (b) The Insured's Rights and Limitations.
Notwithstanding the foregoing, the owner of the indebtedness secured by an insured mortgage, provided the priority of the lien of the insured mortgage or its enforceability is not affected, may release or substitute the personal liability of any debtor or guarantor, or extend or otherwise modily the terms of payment, or release a portion of the estate or interest from the lien of the insured mortgage, or release any collateral security for the indebtedness.
When the permitted acts of the insured claimant occur and the insured has knowledge of any claim of title or interest adverse to the title to the estate or interest or the priority or enforceability of the lien of an insured mortgage, as insured, the Company shall be required to pay only that part of any losses insured against by this policy which shall exceed the amount, if any, lost to the Company by reason of the impairment by the insured claimant of the Company's right of subrogation.
(c) The Company's Rights Against Non-insured Obligors
The Company's right of subrogation against non-insured obligors shall exist and shall include, without limitation, the rights of the insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments which provide for subrogation rights by reason of this policy.
The Company's right of subrogation shall not be avoided by acquisition of an insured mortgage by an obligor (except an obligor described in Section 1(a)(ii) of these Conditions and Stipulations) who acquires the insured mortgage as a result of an indemnity, guarantee, other policy of insurance, or bond and the obligor will not be an insured under this policy, notwithstanding Section I(a)(i) of these Conditions and Stipulations,
13. Arbitration.
Unless prohibited by applicable law, either the Company or the insured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association.
insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. All arbitrable matters when the Amount of Insurance is $1,000,000 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 $1,000,000 shall be arbitrated only when agreed to by both the Company and the insured. Arbitration pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the insured, the Rules in effect at Date of Policy shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the land is located permit a court to award attorneys' fees to a prevailing party, Judgment upon the award rendered by the Arbitrators) may be entered in any court having jurisdiction thereof.
The law of the situs of the land shall apply to an arbitration under the Title insurance Arbitration Rules.
A copy of the Rules may be obtained from the Company upon request.
14. Liability Limited to This Policy; Policy Entire Contract. (a) This policy together with all endorsements, if any, attached hereto 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) Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the lien of the insured mortgage or of the title to the estate or interest covered hereby or by any action asserting such claim, shall be restricted to this policy.
Serial No. PROFORMA
PROFORMA - CLTA Standard Coverage Policy - 1990
Order Number: 4504610
(c) No amendment of or endorsement to this policy can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company.
In the event any provision of the policy is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision and all other provisions shall remain in full force and effect.
All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this policy and shall be addressed to the Company at P.O. Box 2029, Houston, Texas 77252-2039, and identify this policy by its printed policy serial number which appears on the bottom of the front of the first page of this policy. STEWART TITLE GUARANTY COMPANY Serial No. PROFORMA
PROFORMA - CLTA Standard Coverage Policy - 1990
Order Number: 450461C
SCHEDULE A
Order No.: 7733-450461C Policy No.: PROFORMA
Amount of Insurance: $3,190,000.00 Premium: To be determined Date of Policy: (To Be Determined)
Proforma Revision No.: 1
Name of Insured:
The City of Redondo Beach
The estate or interest in the land which is covered by this policy is:
A fee
Title to the estate or interest in the land is vested in:
The City of Redondo Beach
Note:
This is a pro-forma policy, furnished to or on behalf of the party to be insured. It does not reflect the present status of title and is not a commitment to insure the estate or interest as shown herein, nor does it evidence the willingness of the company to provide any affirmative coverage shown herein. Any such commitment must be an express, written undertaking on appropriate forms of the company.
The land referred to in this policy is described as follows:
SEE ATTACHED LEGAL DESCRIPTION
Serial No. PROFORMA
PROFORMA - CLTA Standard Coverage Policy - 1990
Order Number: 450461C
LEGAL DESCRIPTION
The land referred to herein is situated in the State of California, County of Los Angeles, and described as follows:
LOT 6 OF TRACT NO. 40733, IN THE CITY OF REDONDO BEACH, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 998, PAGES 77 TO 79 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. (End of Legal Description)
Serial No. PROFORMA
PROFORMA - CLTA Standard Coverage Policy - 1990
Order Number: 450461C
SCHEDULE B
PARTI
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys" fees or expenses) which arise by reason of:
1. Taxes or assessments which are not shown as existing liens by the records of the taxing authority that levies taxes or assessments on real property or by the public records.
Proceeding by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records.
2. Any facts, rights, interests or claims which are not shown by the public records but which could be ascertained by an inspection of the land or by making inquiry of persons in possession thereof.
3. Easements, liens or encumbrances, or claims thereof, which are not shown by the public records.
4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or other facts which a correct survey would disclose, and which are not shown by the public records.
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records.
This is a "Pro Forma policy', along with the endorsements, if any, attached thereto. It is not a policy of title insurance and does not reflect the present condition of title. No liability is assumed hereby. This Pro Forma policy is furnished to the proposed insured only. This Pro Forma policy indicates only the kind of coverage the Company would expect to issue if all necessary documentation is furnished and all acts performed to the satisfaction of the Company for a title insurance product to be issued in this form.
In addition to all matters set forth in Schedule B above, the title policy will except from coverage:
Any existing defects, liens, encumbrances or other matters not released or otherwise eliminated to the satisfaction of the Company.
Any defects, liens, encumbrances or other matters which arise, occur or are disclosed to the Company between the date of the preparation of this Pro Forma and issuance of any policy of title insurance.
This Pro Forma policy is for information only and is not a commitment to insure or statement of the condition of title, and no liability is assumed hereby.
Serial No. PROFORMA
PROFORMA - CLTA Standard Coverage Policy - 1990
Order Number: 45046IC
SCHEDULE B
PART II
A. PROPERTY TAXES, WHICH ARE A LIEN NOT YET DUE AND PAYABLE, INCLUDING ANY ASSESSMENTS COLLECTED WITH TAXES, TO BE LEVIED FOR THE FISCAL YEAR 2013 - 2014.
B. 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 AND ASSESSMENTS, FOR COMMUNITY
FACILITY DISTRICTS AFFECTING SAID LAND WHICH MAY EXIST BY VIRTUE OF ASSESSMENT MAPS OR NOTICES FILED BY SAID DISTRICTS.
1. WATER RIGHTS, CLAIMS OR TITLE TO WATER IN OR UNDER SAID LAND, WHETHER OR NOT SHOWN BY THE PUBLIC RECORDS.
2. AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES
STATED HEREIN, AND INCIDENTAL PURPOSES,
IN FAVOR OF: SOUTHERN CALIFORNIA EDISON COMPANY
COMPANY, A CORPORATION
FOR: POLE LINES
RECORDED: JULY 6, 1962 IN BOOK D-1676 PAGE 511,
OF OFFICIAL RECORDS AS INSTRUMENT NO. 5227
SAID MATTER AFFECTS A PORTION OF SAID LAND AS MORE PARTICULARLY DESCRIBED IN SAID DOCUMENT.
A PORTION OF SAID EASEMENT HAVING BEEN QUITCLAIM BY THAT CERTAIN PARTIAL
QUIT CLAIM DEED
DATED: FEBRUARY 12, 2001
GRANTOR SOUTHERN CALIFORNIA EDISON COMPANY, A
CORPORATION
GRANTEE OWNER OR OWNERS OF RECORD OF REAL PROPERTY
RECORDED: FEBRUARY 24, 2001
INSTRUMENT 01-0256430, of Official Records
THE FACT THAT SAID LAND IS INCLUDED IN THE SOUTH BAY CENTER
REDEVELOPMENT PROJECT PURSUANT TO A REDEVELOPMENT PLAN APPROVED AND ADOPTED DECEMBER 5, 1983, BY THE CITY COUNCIL OF THE CITY OF REDONDO BEACH BY ORDINANCE NO. 2381, AS DISCLOSED BY A STATEMENT OF REDEVELOPMENT
PROCEEDINGS, EXECUTED BY THE CITY OF REDONDO BEACH RECORDED DECEMBER 12, 1983 AS INSTRUMENT NO. 83-1471835, OFFICIAL RECORDS AND THAT SAID LAND IS SUBJECT TO SAME, UPON THE TERMS AND CONDITIONS PROVIDED THEREIN.
Serial No. PROFORMA
PROFORMA - CLTA Standard Coverage Policy - 1990
Order Number: 450461C
4. THE MATTERS CONTAINED IN AN INSTRUMENT
ENTITLED: PARKING EASEMENT
DATED: JANUARY 30, 2001
BY AND BETWEEN: SOUTH BAY ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP AND HOME DEPOT U.S.A., INC., A DELAWARE CORPORATION UPON THE TERMS AND
CONDITIONS AND COVENANTS THEREIN PROVIDED
RECORDED: FEBRUARY 1, 2001
INSTRUMENT NO.: 01-0172883, OF OFFICIAL RECORDS
SAID MATTER AFFECTS A PORTION OF SAID LAND AS MORE PARTICULARLY DESCRIBED IN SAID DOCUMENT.
THE MATTERS CONTAINED IN AN INSTRUMENT ENTITLED "AMENDMENT TO PARKING EASEMENT" DATED FEBRUARY 12, 2010, BY AND BETWEEN SOUTH BAY ASSOCIATES SPE, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND HOME DEPOT U.S.A., INC., A DELAWARE CORPORATION UPON THE TERMS THEREIN PROVIDED RECORDED APRIL 1, 2010 AS INSTRUMENT NO. 20100441091, OF OFFICIAL RECORDS.
END OF EXCEPTIONS
Typist: BG
Print Date: May 14, 2013
Serial No. PROFORMA
EXHIBIT I
GROUND LEASE TERMINATION AGREEMENT
Exhibit I - 1
03253-0002 235603.11
EXHIBIT I
TERMINATION OF GROUND LEASE
This Termination of Ground Lease (this "Termination of Lease") is made as of the day of _ 20 by and between City of Redondo
Beach, a chartered municipal corporation, as Ground Lessee ("Ground Lessee") and South Bay Associates SPE, LLC, a Delaware limited liability company, as Ground Lessor ("Ground Lessor") pursuant to that certain ground lease between Ground Lessee and Ground Lessor dated as of , 2013 (the "Ground Lease") in connection with the property located at 1601 Kingsdale Avenue, Redondo Beach, California (the "Property"), in order to terminate the Ground Lease, effective as of (the "Effective
Date"), on the terms and conditions set forth below.
Therefore, Ground Lessor and Ground Lessee agree as follows:
1. Ground Lessor and Ground Lessee hereby mutually terminate and cancel the Ground Lease effective as of the Effective Date.
2. As of the Effective Date, Ground Lessor and Ground Lessee each release the other from any and all claims, causes of action, demands and liabilities of whatever nature in connection with the Ground Lease or the Property which either of them ever had, now has or hereafter may have.
3. Concurrently with the execution of this Termination of Lease, Ground Lessor and Ground Lessee shall execute, and have acknowledged, a recordable Termination of Memorandum of Ground Lease in the form of that attached hereto as Exhibit "A". Ground Lessee shall cause the Termination of Memorandum of Ground Lease to be recorded in the Official Records of the County of Los Angeles promptly following the Effective Date.
4. This Termination of Lease shall be binding upon and shall inure to the benefit of Ground Lessor and Ground Lessee and their respective heirs, legal representatives, successors and assigns.
5. This Termination of Lease may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. Facsimile and electronic (PDF) signatures shall be binding on the parties.
03253-0002 2433151
Executed as of the date first above written.
GROUND LESSEE:
City of Redondo Beach, a California
municipal chartered corporation
By:_
Its:
Attest:
City Clerk
Approved as to Form:
City Attorney
GROUND LESSOR:
South Bay Associates SPE, LLC, a Delaware limited liability company By:
Its:
03253-0002 243315.1
EXHIBIT A
RECORDABLE TERMINATION OF MEMORANDUM OF GROUND LEASE
03253-0002 243315.1
EXHIBIT J
TERMINATION OF MEMORANDUM OF GROUND LEASE
Exhibit J - 1
03253-0002 235603.11
EXHIBIT 5
RECORDING REQUESTED BY:
Stewart Title of California, Inc.
WHEN RECORDED, MAIL TO:
City of Redondo Beach
Office of the City Attorney
415 Diamond Street
Redondo Beach, CA 90277
Attn: City Clerk
SPACE ABOVE THIS LINE FOR RECORDER'S USE
TERMINATION OF MEMORANDUM OF GROUND LEASE
APN: 4082-020-010
EsCROW No.: 12110400
TITLE No.: 450461; UNIT 7733
DOCUMENTARY TRANSFER TAX $ 0. THIS IS AN ACKNOWLEDGEMENT OF TERMINATION OF LEASE WITH A TERM OF UNDER 35 YEARS, R&T 11911.
THIS DOCUMENT IS RECORDED FOR THE BENEFIT OF THE CITY OF REDONDO BEACH AND IS EXEMPT FROM THE PAYMENT OF THE RECORDING FEE PURSUANT TO GOVERNMENT CODE SECTION 27383.
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, City of Redondo Beach, a chartered municipal corporation, as Ground Lessee ("Ground Lessee") of the property located at 1601 Kingdale Avenue, Redondo Beach, California, and legally described below (the "Property"), and South Bay Associates SPE, LLC, a Delaware limited liability company, as Ground Lessor ("Ground Lessor") of the Property, do hereby acknowledge and and described in that certain
Memorandum of Ground Lease dated as of - recorded on
, as Instrument Number in the Office of the
County Recorder for the County of Los Angeles, State of California (the "Lease"), is terminated and of no further force and effect. Accordingly, that certain Subordination, Non-Disturbance and Attornment Agreement dated _ recorded in connection with the Lease on _ as Instrument Number , in the Office of the County
Recorder for the County of Los Angeles, State of California (the "SNDA") is also terminated and of no further force and effect.
The Lease and the SNDA are made in reference to the Property legally described as:
All that certain real property situated in the County of Los Angeles, State of California, described as follows:
Lot 6 of Tract No. 40733, in the City of Redondo Beach, County of Los Angeles, State of California, as per map recorded in Book 998, Pages 77 to 79 inclusive of Maps, in the Office of the County Recorder of said County.
Dated:
GROUND LESSEE:
City of Redondo Beach, a California municipal
chartered corporation
By:
Name:
Its:
Attest:
City Clerk
Approved as to Form:
City Attorney
GROUND LESSOR:
South Bay Associates SPE, LLC,
a Delaware limited liability company
By: South Bay Associates, sole member
By: Forest Bay, Inc., general partner
By:
Name:
Title:
STATE OF OHIO )
)SS
COUNTY CUYAHOGA )
_ 2013, before me, a Notary Public in and for said County, personally appeared the above named SOUTH BAY ASSOCIATES SPE, LLC, a Delaware limited liability company, by
, who acknowledged before me that he/she did sign the foregoing instrument and the same is his free act and deed as such officer and the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of Notary Public
My Commission Expires:
STATE OF CALIFORNIA)
)SS
COUNTY OF LOS ANGELES)
ON BEFORE ME,
→ A NOTARY
PUBLIC, PERSONALLY APPEARED
, WHO PROVED
TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSON WHOSE
NAME IS SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO
ME THAT HE/SHE EXECUTED THE SAME IN HIS/HER AUTHORIZED CAPACITY, AND
THAT BY HIS/HER SIGNATURE ON THE INSTRUMENT, THE PERSON, OR THE
ENTITY UPON BEHALF OF WHICH THE PERSON 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.
(Notary Signature)
NOTARY SEAL
EXHIBIT K
TERMINATION OF MEMORANDUM OF EXCHANGE AGREEMENT
Exhibit K- 1
03253-0002 235603.11
EXHIBIT F
RECORDING REQUESTED BY:
Stewart Title of California, Inc.
WHEN RECORDED, MAIL TO:
City of Redondo Beach
Office of the City Attorney
415 Diamond Street
Redondo Beach, CA 90277
Attn: City Clerk
MAIL TAX STATEMENTS TO:
Exempt
SPACE ABOVE THIS LINE FOR RECORDER'S USE
TERMINATION OF MEMORANDUM OF EXCHANGE AND EASEMENT AGREEMENT APN: 4082-020-010 AND 4082-018-900
EscROW No.: 12110400
TITLE NO.: 450461 AND 450459; UNIT 7733
DOCUMENTARY TRANSFER TAX $ 0. THIS IS A TERMINATION OF A CONVEYANCE OF AN EASEMENT AND THE CONSIDERATION AND VALUE IS LESS THAN $100.00, R&T 11911.
THIS DOCUMENT IS RECORDED FOR THE BENEFIT OF THE CITY OF REDONDO BEACH AND IS EXEMPT FROM THE PAYMENT OF THE RECORDING FEE PURSUANT TO GOVERNMENT CODE SECTION 27383.
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, City of Redondo Beach, a California chartered municipal corporation ("City") and South Bay Associates SPE, LLC, a Delaware limited liability company ("Developer") and South Bay Center SPE, LLC, a Delaware limited liability company, do hereby acknowledge and agree that the Exchange and Easement Agreement dated _ 2013 (the "Exchange Agreement") is terminated and of no further force and effect. The Exchange Agreement is described in that certain Memorandum of Exchange and Easement Agreement dated as of → recorded on , as Instrument
Number in the Office of the County Recorder for the County of Los Angeles, State of California (the "Memorandum of Exchange Agreement"). The Exchange Agreement was entered into by the above-named parties in connection with certain rights granted by the Developer to the City on the property owned by the Developer located at 1601 Kingdale Avenue, Redondo Beach, California, and legally described below (the "Forest City Property") and an agreement to exchange the property owned by the City located at 1820 Kingdale Avenue, Redondo Beach, California, and legally described below (the "City Property") for the Forest City Property. Because the Exchange Agreement has been terminated, the Memorandum of Exchange Agreement is also terminated and of no further force and effect.
The Memorandum of Exchange Agreement was made in reference to the City Property and the Forest City Property legally described below.
The City Property is all that certain real property situated in the City of Redondo Beach, County of Los Angeles, State of California, described as follows:
Parcel 1 of Parcel Map No. 17629, in the City of Redondo Beach, County of Los Angeles, State of California, as shown on Map filed in Book 187, Pages 40 and 41 of Parcel Maps, in the Office of the County Recorder of said County.
The Forest City Property is
All that certain real property situated in the City of Redondo Beach, County of Los Angeles, State of California, described as follows:
Lot 6 of Tract No. 40733, in the City of Redondo Beach, County of Los Angeles, State of California, as per map recorded in Book 998, Pages 77 to 79 inclusive of Maps, in the Office of the County Recorder of said County.
Dated:
"Developer"
SOUTH BAY ASSOCIATES SPE, LLC,
a Delaware limited liability company
By: South Bay Associates, sole member
By: Forest Bay, Inc., general partner
By:
Name:
Title:
SOUTH BAY CENTER SPE, LLC,
a Delaware limited liability company
By: South Bay Associates, sole member
By: Forest Bay, Inc., general partner
By:
Name:
Title:
CITY:
City of Redondo Beach, a California chartered municipal corporation By:_
Name:
Its:
Attest:
City Clerk
Approved as to Form:
City Attorney
STATE OF OHIO
)SS
COUNTY CUYAHOGA
On , before me, a Notary Public in and for said County, personally appeared the above named SOUTH BAY CENTER SPE, LLC, a Delaware limited liability company, by its - who
acknowledged before me that he/she did sign the foregoing instrument and the same is his free act and deed as such officer and the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this _day of Notary Public
My Commission Expires:
STATE OF OHIO
SS
COUNTY CUYAHOGA
before me, a Notary Public in and for said
County, personally appeared the above named SOUTH BAY ASSOCIATES SPE, LLC, a Delaware limited liability company, by its
, who acknowledged before me that he/she did sign the foregoing instrument and the same is his free act and deed as such officer and the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of Notary Public
My Commission Expires:
STATE OF CALIFORNIA)
)SS
COUNTY OF LOS ANGELES
ON , 20 BEFORE ME,
→ A NOTARY
PUBLIC, PERSONALLY APPEARED
→ WHO PROVED
TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSON WHOSE
NAME IS SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO
ME THAT HE/SHE EXECUTED THE SAME IN HIS/HER AUTHORIZED CAPACITY, AND
THAT BY HIS/HER SIGNATURE ON THE INSTRUMENT, THE PERSON, OR THE
ENTITY UPON BEHALF OF WHICH THE PERSON 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.
(Notary Signature)
NOTARY SEAL
EXHIBIT L
LICENSE AGREEMENT
Exhibit L - 1
03253-0002 235603.11
EXHIBIT
RECORDING REQUESTED BY
Stewart Title of California, Inc.
WHEN RECORDED MAIL TO:
SOUTH BAY ASSOCIATES SPE, LLC
1360 TERMINAL TOWER
50 PUBLIC SQUARE
CLEVELAND, OHIO 44133
ATTN: JENNIFER VICTOR
THE SPACE ABOVE IS FOR RECORDER'S USE
Documentary Tax 0. Revenue and Taxation Code Section 11911 (Conveyance of Lease/License where consideration and value is less than $100.00).
This document is exempt from the payment of the recording fee pursuant to Government Code Section 27383.
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (the "License") is made effective as of (the "Commencement Date"), by and between SOUTH BAY ASSOCIATES SPE, LLC, a Delaware limited liability company ("Licensee"), and THE CITY OF REDONDO BEACH, a California municipal corporation ("Licensor").
RECITALS
WHEREAS, Licensor is the owner of that certain parcel of real property with all improvements thereon and appurtenances thereunto pertaining on which there is currently located a transit center ("Existing Transit Center Parcel"), situated in the City of Redondo Beach, California (the "City"); and
WHEREAS, South Bay Center SPE, LLC, a Delaware limited liability company is the owner of certain real property located adjacent to the Existing Transit Center Parcel, upon which is constructed a shopping center commonly referred to as the South Bay Galleria (*Shopping Center Parcel"); and
WHEREAS, Licensee is the owner of that certain parcel located south of and across Kingsdale Avenue from the Shopping Center Parcel (the "FC Kingsdale Parcel") which parcel is more particularly described on Exhibit A attached to this License and made a part hereof; and WHEREAS, Licensor is the owner of that certain real property adjacent to the FC Kingdale Parcel ("City Kingdale Parcel") as more particularly described on Exhibit B attached 03253-0002 231741.8
to this License and made a part hereof, which together with the FC Kingdale Parcel is collectively the "Future Transit Parcel"; and
WHEREAS, Licensor and Licensee are each interested in the development of the Future Transit Parcel as a transportation center; and
WHEREAS, Licensor and Licensee have entered into an Exchange and Easement Agreement, pursuant to which the Licensor will be constructing a transit center facility on the Future Transit Parcel, which will include parking for at least one hundred (100) vehicles; and WHEREAS, South Bay Associates, a California limited partnership and predecessor in interest to Licensee, entered into a Parking Easement with Home Depot U.S.A., Inc., for the benefit of Home Depot and its successors and assignees (each, at such time as it is the applicable successor or assignee, the "Parking Beneficiary") dated January 30, 2001 and recorded on February 1, 2001 as Instrument No. 01-0172883 of Official Records, which was amended by an Amendment to Parking Easement by and between South Bay Associates SPE, LLC, a Delaware limited liability company and an affiliate of Licensee, and Parking Beneficiary, dated February 12, 2010 and recorded on April 1, 2010 as Instrument No. 20100441091 of Official Records (collectively, the "Parking Easement");
WHEREAS, pursuant to the Parking Easement, the Parking Beneficiary has been granted a non-exclusive perpetual easement for forty-five (45) standard sized parking spaces on the Property, subject to the right of the owner of the Property to relocate the Parking Easement to other property owned by the owner with the prior reasonable consent of the Parking Beneficiary; and
WHEREAS, Licensor, as Grantor, has agreed to grant to Licensee, as Grantee, and Licensee desires to license from Licensor, upon and subject to the terms, conditions and restrictions herein provided, a license for Licensee and its Permitted Users (as hereinafter defined) to use 100 parking spaces located on the Future Transit Parcel following construction of the transportation center thereon, on an exclusive basis, solely for the Permitted Use (as hereinafter defined), which 100 parking spaces include the 45 parking spaces granted to Parking Beneficiary, all as expressly set forth in this License, and for no other purpose.
AGREEMENT
NOW THEREFORE, in consideration of the payment of Ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee, intending to be legally bound, hereby agree and covenant as follows:
Incorporation of Recitals. The foregoing recitals and all exhibits attached to this License are, by this reference, incorporated herein as though fully set forth in this Section 1.
2. Grant; Licensed Premises; Permitted Use. Upon the completion of the construction of the transportation center on Future Transit Parcel, and subject to the terms, conditions and restrictions hereinafter set forth in this License, Licensor hereby grants to Licensee and its tenants and their respective invitees and licensees, including, without limitation, - 2-
I 03253-0002_231741,8
any party to whom Licensee grants a license, and any vendor, patron, or service provider of the South Bay Galleria (the "Permitted Users") the right to use the Future Transit Parcel for the Permitted Use as hereinafter defined on the terms set forth herein. Licensee and the Permitted Users shall have the right to use the Future Transit Parcel solely for the parking of up to one hundred (100) vehicles that will be exclusively available for the use of Licensee and the Permitted Users ("Designated Spaces") on a twenty-four hour basis, seven days per week (the "Permitted Use"); provided, however, that the license to use the 100 parking spaces is subject and subordinate to the rights of the Parking Beneficiary, such that the 100 parking spaces licensed hereunder include the 45 parking spaces granted to the Parking Beneficiary. Licensee acknowledges that the Permitted Use is solely for vehicles that can fit within the lines of one marked space. The location of the Designated Spaces is set forth on Exhibit C, and the specifications of the Designated Spaces is set forth on Exhibit D, both attached hereto and made a part hereof.
3. Rules and Regulations. Licensee's use of the Future Transit Parcel shall be subject to reasonable rules and regulations which may be developed by Licensor related to the use of the Transit Center (the "Rules and Regulations"). Licensor may reasonably amend the Rules and Regulations from time to time. The Rules and Regulations shall be applicable to all users of the Transit Center in a non-discriminatory manner. A copy of the Rules and Regulations governing the use of the Transit Center shall be provided by Licensor to Licensee.
4. Indemnification. Licensee covenants and agrees to indemnify, defend and hold Licensor harmless from and against any and all claims, actions, suits, loss, damages, liability and expense, including, without limitation, reasonable attorney's fees and costs, to the extent arising out of Licensee's or any Permitted User's use of the Future Transit Parcel.
5. Additional Parking, If Licensor, in its sole discretion, elects to build an additional parking facility on the Future Transit Parcel ("Additional Parking Facility"), and such Additional Facility, in Licensor's sole judgment: (i) includes parking spaces in excess of the amount of spaces the Licensor requires; or (ii) can be built to include parking spaces in excess of what the Licensor requires ("Excess Spaces"), the Licensor shall give Licensee the right to purchase some or all of the Excess Spaces in the Additional Parking Facility at the incremental cost of adding the Excess Spaces to the Additional Parking Facility. Licensor shall provide the Licensee notice of its intent to build the Additional Parking Facility at least twelve (12) months prior to the anticipated construction commencement date, which notice shall include a statement of the number of Excess Spaces and the incremental cost of each Excess Space. Licensee shall notify Licensor in writing within thirty (30) days of receipt of such notice from Licensor as to whether Licensee desires to purchase the Excess Spaces, the number of Excess Spaces that Licensee desires to purchase, and payment for each Excess Space requested by Licensee. Licensee's failure to respond within such thirty (30) day period shall be deemed to be Licensee's rejection of the offer to purchase any Excess Spaces, and failure to include a check in the full amount of the requested Excess Spaces shall negate Licensee's exercise of its right to purchase any Excess Spaces. Time is of the essence in regard to this offer.
6. Termination of License. This License shall not be terminable by Licensor for any reason so long as the South Bay Galleria (or a successor) remains an operational shopping center. - 3-
| 03253-0002_231741,8
7. Not a Public Dedication. Nothing herein contained shall be deemed to be a gift or dedication of the Licensed Premises to the general public or for any public use or purpose whatsoever. Except as specifically provided in this License, no rights, privileges or immunities of Licensor or Licensee shall inure to the benefit of any third party, nor shall any third party be deemed to be a beneficiary, directly, indirectly or otherwise, of any of the provisions contained in this License. Licensor and Licensee agree that this License is a license to use the Licensed Premises for the Permitted Use and not an interest in real property. No charge shall at any time be made for the property occupied or used by Licensee pursuant to this License.
No Barriers. Except as otherwise specifically set forth herein, no obstructions shall be erected within the Future Transit Parcel so as to preclude or materially hinder the use of the Designated Spaces. Notwithstanding anything to the contrary in this License, the use of the Designated Spaces by Licensee and the Permitted Users is subject to unavoidable interference, including, without limitation, force majeure (damage or destruction due to fire, flood, earthquake, terrorism, civil unrest, rule of any governmental agency, and other events beyond the reasonable control of the Licensor, and, for limited periods, as a result of Licensor's need to repair or modify the Future Transit Parcel for maintenance, repairs, reconstruction, or remodeling).
9. Licensor's Relocation Right. Notwithstanding any other provision in this License, Licensor shall have the right to change, alter or modify all or any portion of the Future Transit Parcel, at the sole cost and expense of Licensor, subject to Licensee's reasonable approval. Licensee shall not be deemed to be unreasonable for failing to approve a proposed relocation of the Licensed Premises if such proposal would prevent the Permitted Users from utilizing the Future Transit Parcel for the Permitted Use on a long term basis. Licensor shall provide notice to Licensee of Licensor's intention to change, alter or modify all or any portion of the Future Transit Parcel, which notice shall describe in sufficient detail any such change, alteration or modification thereof at least thirty (30) days before the relocation of the Licensed Premises and Licensee shall approve or reject such proposal in writing within thirty (30) days of receipt of same from Licensor.
10. License Transferable by Licensce. The rights granted in this License may be transferred by Licensee to any subsequent owner of the South Bay Galleria without the prior written consent of Licensor.
11. Governing Law. This License shall be governed and construed and enforced in accordance with the laws of the State of California without regard to the conflict of laws principles applied thereunder.
Captions: Headings. All captions or headings contained in this License are included solely for convenience and shall in no event affect or be used in connection with the interpretation of this License.
13. Amendments. This License may be amended or modified only as may be agreed upon in a written instrument executed by Licensor and Licensee. - 4-
| 03253-0002_231741,8
14. Notices. All notices, demands and requests required or desired to be given under this License must be in writing and shall be deemed to have been given as of the date such writing is (i) delivered to the party intended, (ii) delivered to the then current address of the party intended, or (iii) rejected at the then current addresses of the party intended, provided such notice was sent by certified mail, return receipt requested, postage prepaid, by prepaid commercial overnight courier service, or by hand delivery with written acknowledgement thereof. The initial addresses of the parties for notice hereunder are as follows:
Licensee
South Bay Associates SPE, LLC
c/o Forest City Enterprises, Inc.
949 South Hope Street, Suite 200
Los Angeles, California 90015
Attn: Kenneth Lee
with a copy to (which alone shall not constitute notice):
Jennifer Victor
1360 Terminal Tower
50 Public Square
Cleveland, Ohio 44133
Licensor:
City of Redondo Beach
415 Diamond Street
Redondo Beach, CA 90277
Attention: City Manager
Upon at least ten (10) days' prior written notice, either Licensor or Licensee shall have the right to change its address to any other address within the United States of America.
15. Waiver. It is agreed that the waiving of any of the provisions of this License by either party shall be limited to the particular instance and shall not be deemed to waive any other breaches of such covenant or any provision herein contained.
16. Partial Invalidity. The invalidity of any provision, clause, or phrase contained in this License shall not serve to render the balance of this License ineffective or void and the same shall be limited to the extent necessary to make it valid and enforceable, or if necessary, severed from this Agreement, and all other terms and conditions shall remain in full force and effect and be construed as if the invalid provision had not been herein set forth.
17. Entire Agreement. This License, together with all exhibits hereto, constitutes and sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous offers, negotiations and agreements (whether - 5-
/ 03253 0002_231741,8
oral or written) between the parties (or any of their related entities) concerning the subject matter of this License.
IN WITNESS WHEREOF, the parties hereto have executed this License as of the day and year first above written.
LICENSEE:
SOUTH BAY ASSOCIATES SPE, LLC,
a Delaware limited liability company
By: South Bay Associates, sole member
By: Forest Bay, Inc., general partner
By:
Name:
Title:
LICENSOR:
THE CITY OF REDONDO BEACH,
a California municipal corporation
By:
Name:
Title:
Attest:
City Clerk
Approved as to Form:
City Attorney
- 6-
/ 03253-0002_231741,8
EXHIBIT A
Legal Description - FC Kingsdale Parcel
Lot 6 of Tract No. 40733, in the City of Redondo Beach, County of Los Angeles, State of California, as per map recorded in Book 998, Pages 77 to 79 inclusive of Maps, in the Office of the County Recorder of said County.
Commonly known as 1601 Kingsdale Avenue.
- 7-
| 03253-0002_231741,8
EXHIBIT B
Legal Description - City Kingsdale Parcel
Parcel 1 of Parcel Map No, 17629, in the City of Redondo Beach, County of Los Angeles, State of California, as shown on Map filed in Book 187, Pages 40 and 41 of Parcel Maps, in the Office of the County Recorder of said County, Commonly known as 1820 Kingsdale Avenue.
- 8
1 03253-0002_231741,8
EXHIBIT C
Location of Designated Spaces
- 9 -
T 03253-0002_231741,8
EXHIBIT D
Specifications for Parking Spaces
Subject to the applicable requirements of any governmental agency having jurisdiction over the Center, each parking space, regardless of angles of parking, shall have a width of eight and one-half (8,5') feet on center (except for compact car spaces which shall have a width of eight feet (8') on center), measured at right angles to the side line of the parking space, or as consistent with the latest edition of the Redondo Beach Municipal Code. Parking lanes or bays (which include two (2) rows of parking spaces and incidental driveway) shall have the following widths, at the angles of parking designated below, or as consistent with the latest edition of the Redondo Beach Municipal Code:
Degrees Widths
70' 62'6"
70' compact spaces 54'8"
90° 63'0"
90° compact spaces 55'0'
- 10 -
| 03253-0002_231741,8
STATE OF OHIO
)SS
COUNTY CUYAHOGA )
, before me, a Notary Public in and for said
County, personally appeared the above named SOUTH BAY ASSOCIATES SPE, LLC, a Delaware limited liability company, by
_ who acknowledged before me that he/she did sign the foregoing instrument and the same is his free act and deed as such officer and the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of Notary Public
My Commission Expires:
- 11 -
/ 03253-0002_231741,8
STATE OF CALIFORNIA)
)SS.
COUNTY OF LOS ANGELES)
ON , BEFORE ME,
, A NOTARY
PUBLIC, PERSONALLY APPEARED
- WHO PROVED
TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSON WHOSE
NAME IS SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO
ME THAT HE EXECUTED THE SAME IN HIS AUTHORIZED CAPACITY, AND THAT
BY HIS SIGNATURE ON THE INSTRUMENT, THE PERSON, OR THE ENTITY UPON BEHALF OF WHICH THE PERSON 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.
(Notary Signature)
(NOTARY SEAL)
- 12 -
1 03253-0002_231741,8
EXHIBIT M
TURNING LANE EASEMENT
Exhibit M - 1
03253-0002 235603.11
EXHIBIT M
RECORDING REQUESTED BY
Stewart Title of California, Inc.
WHEN RECORDED MAIL TO:
City Clerk
City of Redondo Beach
415 Diamond Street
Redondo Beach, CA 90277
TAX EXEMPT
THE SPACE ABOVE IS FOR RECORDER'S USE
GRANT OF EASEMENT AND SUBORDINATION
Documentary Transfer Tax is 0, pursuant to R&T Code Section 11922, as a grant of an interest to a municipality.
This document is recorded for the benefit of the City of Redondo Beach and is exempt from the payment of the recording fee pursuant to Government Code Section 27383.
This GRANT OF EASEMENT AND SUBORDINATION (this "Agreement"), dated , 20 _, for reference purposes only, is entered into by and between South Bay Center SPE, LLC, a Delaware limited liability company ("Center") and South Bay Associates SPE, LLC, a Delaware limited liability company ("Associates" and, together with Center, "Developer") and The City of Redondo Beach, a California chartered municipal corporation ("City") to evidence Developer's grant of a perpetual easement to City of an easement over property owned by Developer, as described below.
Developer owns fee title to certain real property within the City of Redondo Beach, California commonly known as the South Bay Galleria, as legally described on Exhibit "A" attached hereto and incorporated herein by this reference (the "Property").
Developer desires to grant to City a perpetual easement over the northwest corner of the Property ("Easement Area A") and along the western property line of the Property adjacent to Kingdale Avenue ("Easement Area B"), for the maintenance, alteration, improvement, and repair of the double right turn lane and adjacent parkway and sidewalk at Kingsdale Avenue and Artesia Boulevard, in the City of Redondo Beach, California (collectively, the "Easement").
U.S. BANK NATIONAL ASSOCIATION, successor to Bank of America, National Association, successor by merger to LaSalle Bank National Association, as Trustee of the Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-PWR14 (together with its successors and assigns, "Lender"), is the holder of a loan made to Developer for the acquisition of the Property (the "Loan").
03253-0002 231034.7
The Loan is evidenced and secured by various documents, including that certain Fee and Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, executed by Developer in favor of Stewart Title of California, Inc., as Trustee, for the benefit of Prudential Mortgage Capital Company, LLC ("Original Lender"), recorded November 9, 2006, as Instrument No. 06-2479593, Official Records of the Los Angeles County Recorder's Office, Los Angeles County, California the "Official Records"), as modified by Partial Reconveyance dated as of December 21, 2009, executed by Lender and recorded January 12, 2010, as Instrument No. 10-0044524 in the Official Records (the "Deed of Trust'")
Lender is the successor-in-interest to Original Lender as the holder of the promissory notes secured by the Deed of Trust.
Lender is executing this Agreement for the sole purpose of evidencing its agreement to subordinate its interest in the Deed of Trust to the Easement.
NOW, THEREFORE, the City and Developer agree as follows:
1. Grant of Easement. Upon and subject to the terms hereof, Developer, for itself and all its successors and assigns, hereby grants to City, and all of its successors and assigns, a perpetual easement over Easement Area A and Easement Area B (collectively, the "Easement Area") for maintenance, use, alteration, improvement, and repair of a double right turn lane coming off of Kingdale Avenue onto Artesia Boulevard, and the adjacent parkway and sidewalk. Easement Area A and Easement Area B are legally described on Exhibit "B" and are shown on the depiction attached hereto as Exhibit "1", and such exhibits are incorporated herein by this reference
2. Maintenance of the Easement Area. City shall maintain the Easement Area in good condition and repair and in compliance with all applicable laws, regulations, rules and ordinances; provided, however, that if Developer's maintenance, repair, alteration, or improvement of any utilities or transmission lines located in the Easement Area beneath the street adversely affect the street, Developer shall, at its sole expense, repair the portion of the street affected by Developer's work. Developer shall not build any permanent structure or make any permanent site alterations over and above any portion of the Easement Area.
3. No Liens. City shall not permit to exist or otherwise to be enforced against any portion of the Easement Area any mechanic's, materialmen's, contractor's, or other liens arising out of the acts or omissions of City hereunder. City hereby indemnifies and agrees to hold Developer free and harmless from all liability for any and all such liens.
4. Condition. City accepts the Easement Area in its "AS IS" condition.
Developer makes no representation or warranty as to the condition of the Easement Area and has no obligation to maintain the Easement Area, except as otherwise provided in Paragraph 2 above.
2 03253-0002 231034.7
5. Covenant Running with the Land; Binding Effect. The Easement granted hereunder is a covenant running with the land, as set forth in California Civil Code Section 1468. Developer shall have the right, without the City's consent, to sell, assign, lease, or gift its interest in the Easement Area; provided, however, that the Easement granted herein shall be a covenant running with the land and shall remain in full force and effect notwithstanding any transfer of the Easement Area, and regardless of any lease or other agreement concerning the Easement Area made by the City or its assignee. This Easement Agreement is binding upon and shall inure to the benefit of the successors and assigns of Developer and City.
6. Severability. If any provision of this Agreement shall be found by a court of competent jurisdiction to be unenforceable or invalid, such provision shall be limited to the extent necessary to make it enforceable and valid, and, if necessary, severed from this Agreement, All other terms and provisions of this Agreement shall remain in full force and effect.
7. Entire Agreement. This Agreement represents the entire agreement of the parties as to the subject matter hereof and supersedes all other agreements, documents, 03253-0002 231034.7
and negotiations between the parties as to the matters described herein.
Executed as of the date first above written.
"DEVELOPER"
SOUTH BAY ASSOCIATES SPE, LLC,
a Delaware limited liability company
By: South Bay Associates, sole member
By: Forest Bay, Inc., general partner
By:
Name:
Title:
SOUTH BAY CENTER SPE, LLC,
a Delaware limited liability company
By: South Bay Associates, sole member
By: Forest Bay, Inc., general partner
By:
Name:
Title:
"CITY"
City of Redondo Beach, a California chartered municipal corporation By:_
Name:
Title:
Attest: Approved as to Form:
City Clerk City Attorney
4 03253-0002 231034.7
SUBORDINATION BY LENDER:
Lender agrees and covenants as follows:
1. Lender hereby agrees that its interest in the Property as set forth in the Deed of Trust is and shall be subject and subordinate to the foregoing Easement. Accordingly, upon a foreclosure under the Deed of Trust or the transfer of the Property by deed in lieu of foreclosure to Lender or any other person or entity, this Agreement shall continue in full force and effect and Lender or any other person or entity that is a successor or assignee to Lender or any purchaser of the Property shall not disturb the rights of the City and will assume and be bound by all of the obligations imposed on the Developer, as set forth in this Agreement.
2. The terms and conditions of this Agreement shall be binding on and inure to the benefit of City, Borrower, and Lender and their respective successors and assigns, including, without limitation, any person or entity who acquires all or part of the Property by foreclosure under the Deed of Trust or by transfer in lieu of foreclosure.
LENDER:
U.S. BANK NATIONAL ASSOCIATION, successor to Bank of
America, National Association, successor by merger to LaSalle Bank National Association, as Trustee of the Bear: Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass- Through Certificates, Series 2006-PWR14
By: Prudential Asset Resources, Inc., as Master
Servicer under the Pooling and Servicing
Agreement dated December 1, 2006
By: _
Name:
Title:
5 03253-0002 231034.7
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by the Grant of Easement dated _ between South Bay Center
SPE, LIC, a Delaware limited liability company and South Bay Associates SPE, LLC, a Delaware limited liability company, and the City of Redondo Beach in connection with the property located along Kingsdale and Artesia, Redondo Beach, California is hereby accepted by the undersigned officers) on behalf of the City Council of said City pursuant to authority conferred by Resolution No. of the City Council of said City adopted on → 20_ and the City consents to the recordation thereof by its duly authorized officers).
Date:
City of Redondo Beach
City Clerk
APPROVED AS TO FORM:
Michael W. Webb, City Attorney
03253-0002 231034.7
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
03253-0002 231034.7
EXHIBIT "B"
LEGAL DESCRIPTION OF EASEMENT AREA "A" AND EASEMENT AREA "B"
LOCATED ON THE PROPERTY
03253-0002 231034.7
EXHIBIT "1"
DEPICTION OF EASEMENT AREA "A" AND EASEMENT AREA "B" LOCATED
ON THE PROPERTY
03253-0002 231034 7
STATE OF OHIO )
)SS
COUNTY CUYAHOGA )
before me, a Notary Public in and for said
County, personally appeared the above named SOUTH BAY CENTER SPE, LIC, a Delaware limited liability company, by , its
, who acknowledged before me that he/she did sign the
foregoing instrument and the same is his free act and deed as such officer and the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this Notary Public
My Commission Expires:
STATE OF OHIO )
)SS
COUNTY CUYAHOGA )
On
unty personally appeared the above named Sore mA AS CUTES SPE DEC Delaware limited liability company, by _ , its
_ who acknowledged before me that he/she did sign the
foregoing instrument and the same is his free act and deed as such officer and the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of
Notary Public
My Commission Expires:
10 03253-0002 231034.7
STATE OF CALIFORNIA)
)SS.
COUNTY OF LOS ANGELES)
ON - 2013 BEFORE ME,
A
NOTARY PUBLIC, PERSONALLY APPEARED
_ WHO
PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE
PERSON WHOSE NAME IS SUBSCRIBED TO THE WITHIN INSTRUMENT AND
ACKNOWLEDGED TO ME THAT HE EXECUTED THE SAME IN HIS
AUTHORIZED CAPACITY, AND THAT BY HIS SIGNATURE ON THE
INSTRUMENT, THE PERSON, OR THE ENTITY UPON BEHALF OF WHICH THE PERSON 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.
(Notary Signature)
Notary Seal:
03253-0002 2310347
STATE OF TEXAS )
)
COUNTY OF DALLAS )
This instrument was acknowledged before me on the day of _ by _the
of Prudential Asset
Resources, Inc., Master Servicer for U.S. BANK NATIONAL ASSOCIATION,
SUCCESSOR TO BANK OF AMERICA, NATIONAL ASSOCIATION, SUCCESSOR
BY MERGER TO LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE OF THE BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006- PWR14, on behalf of the corporation.
Notary Public, State of Texas
(Seal)
12 03253-0002 231034.7
EXHIBIT N
TERMINATION AGREEMENT
Exhibit N - 1
03253-0002 235603.11
EXHIBIT N
RECORDING REQUESTED BY:
Stewart Title of California, Inc.
WHEN RECORDED, MAIL TO:
City of Redondo Beach
Office of the City Attorney
415 Diamond Street
Redondo Beach, CA 90277
Attn: City Clerk
SPACE ABOVE THIS LINE FOR RECORDER'S USE
TERMINATION OF CONSTRUCTION EASEMENT AND MAINTENANCE AGREEMENT APN: 4082-020-010 AND 4082-018-900
ESCROW No.: 12110400
TITLE No.: 450461 AND 450459; UNIT 7733
DOCUMENTARY TRANSFER TAX $ 0. THIS IS A TERMINATION OF AN EASEMENT AND THE CONSIDERATION AND VALUE IS LESS THAN $100.00, R&T 11911 AND 11922.
THIS DOCUMENT IS RECORDED FOR THE BENEFIT OF THE CITY OF REDONDO BEACH
AND IS EXEMPT FROM THE PAYMENT OF THE RECORDING FEE PURSUANT TO GOVERNMENT CODE SECTION 27383.
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, City of Redondo Beach, a chartered municipal corporation ("City") and South Bay Center SPE, LLC, a Delaware limited liability company, and assignee and designated agent of South Bay Associates, a California limited partnership, and South Bay Associates SPE, LLC, a Delaware limited liability company (collectively, "Developer") agree as follows:
City and Developer entered into a Construction Easement and Maintenance Agreement dated July 28, 1986, recorded July 28, 1986 as Instrument Number 86-955522, Official Records of the County Recorder for the County of Los Angeles, State of California, as modified by an instrument recorded December 15, 1993 as Instrument No. 93-2442494, Official Records of said County (as so amended, the "Construction Easement").
The Construction Easement was further referenced in an instrument entitled "Designation of Agent" dated November 16, 2006, by and between South Bay Center SPE, LLC, a Delaware limited liability company and South Bay Associates SPE, LLC, a Delaware limited liability company, recorded November 22, 2006, as Instrument No. 2006-2600351, Official Records of said County.
The Construction Easement and Designation of Agent were entered into in connection with certain rights and obligations between the Developer and the City on the property owned by the Developer located at 1601 Kingdale Avenue, Redondo Beach, California, and legally described below (the "Forest City Property") and on the property owned by the City located at 1820 Kingsdale Avenue, Redondo Beach, California, and legally described below (the "City Property") in connection with a transit center constructed and operated by the City on the City Property and the Forest City Property.
The transit center located on the City Property and the Forest City Property has been demolished and the City Property is being conveyed to the Developer, and there is no further need for the parties to grant the rights and perform the obligations described in the Construction Easement.
Therefore, the City and the Developer hereby acknowledge and agree that the Construction Easement is terminated and of no further force and effect. Accordingly, the Designation of Agent is also terminated and of no further force and effect.
The Construction Easement was made in reference to the City Property and the Forest City Property legally described below.
The City Property is all that certain real property situated in the County of Los Angeles, State of California, described as follows:
Parcel 1 of Parcel Map No. 17629, in the City of Redondo Beach, County of Los Angeles, State of California, as shown on Map filed in Book 187, Pages 40 and 41 of Parcel Maps, in the Office of the County Recorder of said County.
The Forest City Property is
All that certain real property situated in the City of Redondo Beach, County of Los Angeles, State of California, described as follows:
Lot 6 of Tract No. 40733, in the City of Redondo Beach, County of Los Angeles, State of California, as per map recorded in Book 998, Pages 77 to 79 inclusive of Maps, in the Office of the County Recorder of said County.
Dated:
"City"
City of Redondo Beach, a California chartered
municipal corporation
By:
Name:
Title:
Attest:
City Clerk
Approved as to Form:
City Attorney
"Developer"
SOUTH BAY ASSOCIATES SPE, LLC,
a Delaware limited liability company
By: South Bay Associates, sole member
By: Forest Bay, Inc., general partner
By:_
Name:
Title:
SOUTH BAY CENTER SPE, LLC,
a Delaware limited liability company
By: South Bay Associates, sole member
By: Forest Bay, Inc., general partner
By:
Name:
Title:
STATE OF OHIO
S
COUNTY CUYAHOGA
On , before me, a Notary Public in and for said
County, personally appeared the above named SOUTH BAY CENTER SPE, LI.C, a Delaware limited liability company, by
→ who acknowledged before me that he/she did sign the foregoing instrument and the same is his free act and deed as such officer and the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of Notary Public
My Commission Expires:
STATE OF OHIO
)SS
COUNTY CUYAHOGA -
, before me, a Notary Public in and for said
County, personally appeared the above named SOUTH BAY ASSOCIATES SPE, LLC, a Delaware limited liability company, by
, who acknowledged before me that he/she did sign the foregoing instrument and the same is his free act and deed as such officer and the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of Notary Public
My Commission Expires:
STATE OF CALIFORNIA)
)SS
COUNTY OF LOS ANGELES)
ON - → 20 BEFORE ME,
, A NOTARY
PUBLIC, PERSONALLY APPEARED
WHO PROVED
TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSON WHOSE
NAME IS SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO
ME THAT HE/SHE EXECUTED THE SAME IN HIS/HER AUTHORIZED CAPACITY, AND
THAT BY HIS/HER SIGNATURE ON THE INSTRUMENT, THE PERSON, OR THE
ENTITY UPON BEHALF OF WHICH THE PERSON 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.
(Notary Signature)
NOTARY SEAL
EXHIBIT O
AMENDMENT TO COREA
Exhibit O - 1
03253-0002 23560381
EXHIBIT
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Jennifer A. Victor, Esq.
Forest City Enterprises, Inc.
Terminal Tower
50 Public Square, Suite 1360
Cleveland, Ohio 44113
THIRD AMENDMENT TO CONSTRUCTION,
OPERATION AND RECIPROCAL EASEMENT AGREEMENT
THIS THIRD AMENDMENT TO CONSTRUCTION, OPERATION AND
RECIPROCAL EASEMENT AGREEMENT (this "Third Amendment") is made as of 2013, by and among South Bay Center SPE, LLC,
("SPE") a Delaware limited liability company, as Agent for South Bay Associates SPE, LLC, a Delaware limited liability company ("Developer") KHS SOUTH BAY, LLC, a California limited liability company ("KHS"), and Nordstrom, Inc., a Washington corporation ("Nordstrom").
RECITALS
A. SPE's predecessor in interest, South Bay Associates ("SBA"), Mervyn's, a California corporation ("Mervyn's"), and Nordstrom entered into that certain Construction, Operation and Reciprocal Easement Agreement dated as of July 31, 1984 and recorded on August 1, 1984 in the Official Records of Los Angeles County, California as Instrument No. 84-922919 (the "Original REA"), as amended by the First Amendment to Construction, Operation and Reciprocal Easement Agreement dated as of September 12, 1996 and recorded as document number 961642185 on October 8, 1996, in the Official Records of Los Angeles County, California. (the "First Amendment") and Second Amendment to Construction, Operation and Reciprocal Easement Agreement dated as of January 29, 2010, and recorded as document number 10-0270915 on March 1, 2010 in the Official Records of Los Angeles County, California.
The Original REA, the First Amendment and the Second Amendment are collectively the "REA". Capitalized terms used herein shall have the same meanings as are ascribed to them in the REA unless otherwise expressly defined herein.
B. SBA assigned to The Galleria at Southbay, a California limited partnership, a portion of its right, title and interest in and to the REA pursuant to that certain Assignment and Assumption of the REA dated December 16, 1992 and recorded on December 16, 1992 in the Official Records of Los Angeles County, California as Instrument No. 92-2364338.
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C. The Galleria at Southbay assigned to South Bay Center, LLC, a California limited liability company, its right, title and interest in and to the REA pursuant to that certain Grant Deed dated October 16, 2001 and recorded as document number 01-1979007 on October 17, 2001 in the Official Records of Los Angeles County, California.
D. South Bay Center, LLC, assigned to SPE, its right, title and interest in and to the REA pursuant to the certain Quit-claim deed dated October 27, 2006, and recorded as document number 062479591 in the Official Records of Los Angeles County, California.
E. SBA assigned to South Bay Associates SPE, LLC, a Delaware limited liability company, a portion of its right, title and interest in and to the REA pursuant to that certain Quit Claim Deed dated October 27, 2009 and recorded as document number 062479592 in the Official Records of Los Angeles County, California.
F. SPE and Developer which collectively own at least 70% of the Developer Tract designated SPE as agent to act on behalf of all owners of the Developer Tract pursuant to that Designation of Agent dated November 16, 2006 and recorded November 22, 2006 in the Official Records of Los Angeles County, California as Instrument 06-2600351.
G. On or about July 28, 2009, KHS acquired the KHS Tract from Macerich South Bay Galleria Holdings LLC, a Delaware limited liability company (which entity acquired the KHS Tract from MDS Realty I, LLC on or about December 17, 2007, which entity acquired the KHS Tract from Mervyn's LLC on or about October 5, 2004) and, in connection therewith, the entire right, title and interest of Mervyn's in, to and under the REA.
H. The parties hereto desire to amend the REA as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants contained herein and for the other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend the REA as follows:
Exhibit A Part I shall be deleted in its entirety and Exhibit A Part I attached hereto substituted therefor.
2. Exhibit A Part V shall be deleted in its entirety and Exhibit A Part attached hereto substituted therefor.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Third Amendment as of the date first written above and shall be effective as of that date only upon recording in the Official Records of Los Angeles County, California.
SIGNATURES APPEAR ON THE FOLLOWING PAGES
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Signature page for South Bay Center SPE, LLC
"AGENT FOR DEVELOPER"
SOUTH BAY CENTER SPE, LLC, a
California limited liability company
By:
Name:
Title:
STATE OF OHIO)
)SS:
COUNTY OF CUYAHOGA)
→ a Notary Public in and
personally appeared
of SOUTH BAY CENTER SPE, LLC., a Delaware limited
liability company, who proved to me on the basis of satisfactory evidence to be the person(s) 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 signature(s) on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of Ohio that the forgoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (SEAL)
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Signature page for KHS South Bay, LLC
"KHS"
KHS SOUTH BAY, LLC,
a California limited liability company
By:
Name:
Title:
State of
County of
On before me, (insert name
and title of the officer), personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(les), 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 this day of , 2013.
Signature (Seal)
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Signature page for Nordstrom, Inc.
"NORDSTROM"
NORDSTROM, Inc., a Washington
corporation
By:
Name:
Title:
STATE OF WASHINGTON
)SS:
COUNTY OF KING
BEFORE ME, the undersigned
On before me → a Notary Public in and
for said County and State, personally appeared _ the
of Nordstrom, Inc., who
acknowledged that he did sign the foregoing instrument and that the same is his free act and deed a Washington corporation, who proved to me on the basis of satisfactory evidence to be the person(s) 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 signature(s) on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument.
IN TESTIMONY WHEREOF, I have hereunto certify under PENALTY OF PERJURY under the laws of the State of Washington that the forgoing paragraph is true and correct.
WITNESS my hand and official seal this day of , 2013.
Signature
(SEAL)
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Signature page for 1519 Hawthorne Blvd., LLC
1519 Hawthorne Blvd., LLC, a Delaware limited liability company, hereby acknowledges receipt of the foregoing Third Amendment to Construction, Operation and Reciprocal Easement Agreement and consents to the same. 1519 Hawthorne Blvd, LLC, a Delaware limited liability company By:
Its:
State of
County of
On before me, (insert name
and title of the officer, personally appeared 1519 Hawthorne Blvd, LLC, a Delaware limited liability company, 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(les), 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 this day of ,2013.
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Signature page for LPF Redondo Beach, Inc.
LPF Redondo Beach, Inc., a Delaware corporation, hereby acknowledges receipt of the foregoing Third Amendment to Construction, Operation and Reciprocal Easement Agreement and consents to the same.
LPF Redondo Beach, Inc., a Delaware corporation
By:
Its:
State of -
County of )
On before me, _(insert name
and title of the officer, personally appeared LPF Redondo Beach, Inc., 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 this _day of , 2013.
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Signature page for Outparcel Investment Partners V, LLC Outparcel Investment Partners V, LLC hereby acknowledges receipt of the foregoing Third Amendment to Construction, Operation and Reciprocal Easement Agreement and consents to the same.
Outparcel Investment Partners V, LLC
A California limited liability company
By:
Its:
State of )
County of )
before me, insert name
and title of the officer, personally appeared Outparcel Investment Partners V, LLC, 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 that the foregoing paragraph is true and correct.
WITNESS my hand and official seal this day of , 2013.
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EXHIBITS
Exhibit A Part I Developer Tract
Exhibit A Part V Shopping Center Site
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EXHIBIT A - PART I
DEVELOPER TRACT
1. Parcel 4 in the City of Redondo Beach, County of Los Angeles, State of California, as shown on Parcel Map No. 16008, filed in Book 169, pages 78 and 79 of Parcel Maps, in the office of the County Recorder of Los Angeles County.
2. Lots 1 to 5 inclusive and Lot 7 of Tract No. 40733, in the City of Redondo Beach, County of Los Angeles, State of California, as per Map recorded in Book 998, pages 77 to 79 inclusive of Maps, in the office of the County Recorder of Los Angeles County,
3. Parcel 1 of Parcel Map No. 17629, in the City of Redondo Beach, County of Los Angeles, State of California, as shown on Map filed in Book 187, Pages 40 and 41 of Parcel Maps, in the office of the County Recorder of said County.
4. That portion of Lot 12 of the McDonald Tract, in the City of Redondo Beach, County of Los Angeles, State of California, as per map recorded in Book 15 Pages 21 and 22 of Miscellaneous Records, in the office of the County Recorder of said Courty, described as follows:
Beginning at a point in the southerly line of said lot, distant thereon North 89° 54' 25" East 45.90 feet from the southwest corner of said lot; thence north 0°06' 32" west 25.00 feet, thence north 89° 54' 25" east 10.00 feet to the westerly line of the land described as Parcel "A" in the deed to the City of Redondo Beach, Recorded on January 16, 1968 as Instrument No. 61 in Book D-3885, page 846, Official Records of said county; thence along said westerly line, South 0° 06' 32" east 25.00 feet to the southerly line of said lot; thence along said southerly line, south 89° 54" 25" west 10.00 feet to the point of beginning.
5. The property in the City of Redondo Beach, County of Los Angeles, State of California, described as follows:
That portion of Lot 13 of the McDonald Tract as shown on map recorded in Book 15, pages 21 and 22, of Miscellaneous Records in the office of the County Recorder of Los Angeles County, described as follows:
Beginning at a point in the Easterly boundary line of the City of Redondo Beach, which point is North 00° 01' 50" West, 157.38 feet, measured along said boundary line, from the Easterly prolongation of the Southerly line of said Lot 13; thence from said Point of Beginning North 85° 54' 00" West, 1,324.13 feet, more or less, to a point in the West line of said Lot 13; thence along said West line South 00° 03' 01" East, 150,39 feet, thence South 85° - 0.0 11
54' 00" East, 1,324.08 feet, more or less, to a point in the Easterly boundary line of the City of Redondo Beach, thence along said boundary line North 00° 01' 50" West, 150.39 feet to the Point of Beginning.
EXCEPTING THEREFROM, the Easterly 104.00 feet thereof lying within Hawthorne Boulevard.
ALSO EXCEPTING THEREFROM, that portion lying within Kingdale Avenue as described in an easement to the City of Redondo Beach recorded September 26, 1956 in Book 52409, page 249 of Official Records, and in an easement recorded September 3, 1963, as Instrument No. 4270 in Book D- 2168, page 406 of Official Records, both in the office of the County Recorder of said County,
6. Lot 6 of Tract No. 40733, in the City of Redondo Beach, County of Los Angeles, State of California, as per Map recorded in Book 998, pages 77 to 79 inclusive of Maps, in the office of the County Recorder of Los Angeles County.
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EXHIBIT A - PART V
SHOPPING CENTER SITE
1. Parcels 1 to 4 inclusive in the City of Redondo Beach, County of Los Angeles, State of California, as shown on Parcel Map No. 16008, filed in Book 169, pages 78 and 79 of Parcel Maps, in the office of the County Recorder of Los Angeles County.
2. Lots 1 to 5 inclusive and Lot 7 of Tract No. 40733, in the City of Redondo Beach, County of Los Angeles, State of California, as per Map recorded in Book 998, pages 77 to 79 inclusive of Maps, in the office of the County Recorder of Los Angeles County.
3. Parcel 1 of Parcel Map No. 17629, in the City of Redondo Beach, County of Los Angeles, State of California, as shown on Map filed in Book 187, Pages 40 and 41 of Parcel Maps, in the office of the County Recorder of said County.
4. That portion of Lot 12 of the McDonald Tract, in the City of Redondo Beach, County of Los Angeles, State of California, as per map recorded in Book 15 Pages 21 and 22 of Miscellaneous Records, in the office of the County Recorder of said County, described as follows:
Beginning at a point in the southerly line of said lot, distant thereon North 89° 54' 25" East 45.90 feet from the southwest corner of said lot; thence north 0°06' 32" west 25,00 feet, thence north 89° 54' 25" east 10.00 feet to the westerly line of the land described as Parcel "A" in the deed to the City of Redondo Beach, Recorded on January 16, 1968 as Instrument No. 61 in Book D-3885, page 846, Official Records of said county; thence along said westerly line, South 0° 06' 32" east 25.00 feet to the southerly line of said lot; thence along said southerly line, south 89° 54" 25" west 10.00 feet to the point of beginning.
5. The property in the City of Redondo Beach, County of Los Angeles, State of California, described as follows:
That portion of Lot 13 of the McDonald Tract as shown on map recorded in Book 15, pages 21 and 22, of Miscellaneous Records in the office of the County Recorder of Los Angeles County, described as follows:
Beginning at a point in the Easterly boundary line of the City of Redondo Beach, which point is North 00° 01' 50" West, 157,38 feet, measured along said boundary line, from the Easterly prolongation of the Southerly line of said Lot 13; thence from said Point of Beginning North 85°54'00" West, 1,324.13 feet, more or less, to a point in the West line of said Lot 13; thence along said West line South 00° 03' 01" East, 150.39 feet, thence South 85° - 0.0 13
54' 00" East, 1,324,08 feet, more or less, to a point in the Easterly boundary line of the City of Redondo Beach, thence along said boundary line North 00° 01' 50" West, 150.39 feet to the Point of Beginning.
EXCEPTING THEREFROM, the Easterly 104.00 feet thereof lying within Hawthorne Boulevard.
ALSO EXCEPTING THEREFROM, that portion lying within Kingsdale Avenue as described in an easement to the City of Redondo Beach recorded September 26, 1956 in Book 52409, page 249 of Official Records, and in an easement recorded September 3, 1963, as Instrument No. 4270 in Book D- 2168, page 406 of Official Records, both in the office of the County Recorder of said County.
6. Lot 6 of Tract No. 40733, in the City of Redondo Beach, County of Los Angeles, State of California, as per Map recorded in Book 998, pages 77 to 79 inclusive of Maps, in the office of the County Recorder of Los Angeles County.
0.0 1 4
EXHIBIT P
SIGNING AND STRIPING OF GALLERIA PARKING LOT
Signing and Striping of Galleria Parking Lot
Exhibit P - 1
03253-0002 235603.11
GRANT AVENUE DO 11 ICE
(e-
KINGSDALE AVENUE
EX#19 IT
REVISIONS CITY OF BEACH
DESCRIPTION
GRAPHIC SCALE KINGSDALE AVENUE WIDENING
BETWEEN ARTESIA BOULEVARD AND GRANT AVENUE
SIGNING AND STRIPING
Underground Service Alert CONSTRUCTION NOTES CHECKED
ATKINS ES
Call: TOLL FREE APPROVED BY DATE
1-800
422-4133 PROJECT NO. SHEET NO. 8 DRAWING NO.
OF 8 SHESTS
TWO RONING BARE BETORE YOU DE
EXHIBIT Q
PARTIAL RELBASE, UCC-AMENDMENTS, AND AFFIDAVII
Q
03253-0002 235603.11
EXHIBIT Q
Prepared by and after recording
return to:
Bryan Cave LLP
560 Mission Street, 2S" Floor
San Francisco, California 94105
Attn: Harold A. Hagen, Esq.
SPACE ABOVE THIS LINE FOR RECORDER'S USE
PARTIAL RECONVEYANCE
Assessors Parcel Number:
This Partial Reconveyance ("Partial Reconveyance") is made as of _ 2013, by U.S.
BANK NATIONAL ASSOCIATION, SUCCESSOR TO BANK OF AMERICA, NATIONAL
ASSOCIATION, SUCCESSOR BY MERGER TO LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE OF THE BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-PWR14 (the "Lender"), whose address is c/o Prudential Asset Resources, Inc., 2100 Ross Avenue, Suite 2500, Dallas, Texas 75201 and by STEWART TITLE OF CALIFORNIA, INC., whose address is 505 North Brand Boulevard, Suite 800-A, Glendale, California 91203 (the "Trustee").
RECITALS
WHEREAS, the Lender is the current holder of the mortgage loan (the "Loan") described as follows:
Loan No.: Prudential Loan 506106890 and 706106889
Date: November 6, 2006
Loan Amount: $130,000,000
Lender: Prudential Mortgage Capital Company, LLC
Borrower: SOUTH BAY CENTER SPE, LLC, a Delaware limited liability company and SOUTH BAY ASSOCIATES SPE,
LLC, a Delaware limited liability company (collectively, the "Borrower")
WHEREAS, the Loan is evidenced by that certain Promissory Note A dated November 6, 2006, in the original principal amount of ONE HUNDRED MILLION AND NO/100 DOLLARS ($100,000,000) and that certain Promissory Note B dated November 6, 2006 in the original principal amount of THIRTY MILLION AND NO/100 DOLLARS ($30,000,000) made by Borrower to Lender (together with all renewals, modifications, increases, extensions, replacements, substitutions and/or restatements thereof, collectively, the "Note");
WHEREAS, the Note is secured by a Fee and Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing executed by Borrower dated November 6, 2006 (as the same may be amended, restated, extended, or otherwise modified from time to time, the "Deed of Trust") recorded November 8, 2006 as instrument number 06-2479593 of the official records of Los Angeles County, California;
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WHEREAS, the City of Redondo Beach has requested the conveyance of and Borrower and Lender have agreed to release a certain parcel of the property which covered by the Deed of Trust as more particularly described on Exhibit A attached hereto (the "FC Kingdale Release Parcel") THEREFORE, Trustee, at the request of Lender, does hereby reconvey, in accordance with said request and the provisions of said Deed of Trust, to the person or persons legally entitled thereto, without warranty, all of the estate, title and interest acquired and now held by said Trustee thereunder in and to the Release Parcel.
The remaining property described in the Deed of Trust shall continue to be held by said Trustee under the terms thereof. As provided in the Deed of Trust, this Partial Reconveyance is made without affecting the personal liability of any person for payment of the indebtedness secured by the Deed of Trust.
THIS IS A PARTIAL RECONVEYANCE. EXCEPT FOR THE RELEASE PARCEL, THE
LIENS AND OBLIGATIONS OF THE NOTE, THE DEED OF TRUST AND ALL OTHER LOAN
DOCUMENTS CONTINUE IN FULL FORCE AND EFFECT ON THE PROPERTY AS DESCRIBED IN THE DEED OF TRUST. THE INDEBTEDNESS UNDER THE NOTE AND
LOAN DOCUMENTS HAS NOT BEEN PAID AND REMAINS OUTSTANDING AND
BORROWER RATIFIES AND AFFIRMS THE LIENS HELD BY LENDER UNDER THE LOAN
DOCUMENTS (OTHER THAN FOR THE RELEASE PARCEL, WHICH IS RELEASED HEREBY).
Capitalized terms used herein without definition shall have the meaning described in the Deed of Trust.
This Partial Reconveyance is governed by, and shall be construed and enforced in accordance with, the laws of the State of California.
[REMAINDER OF PAGE IS BLANK]
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, Lender has executed this Partial Reconveyance to be effective as of the date first set forth above.
LENDER:
U.S. BANK NATIONAL ASSOCIATION, successor to Bank of
America, National Association, successor by merger to LaSalle Bank National Association, as Trustee of the Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-PWR14
By: Prudential Asset Resources, Inc., as Master Servicer under the Pooling and Servicing Agreement dated December 1,
2006
By:
Name:
Title:
STATE OF TEXAS )
COUNTY OF DALLAS
This instrument was acknowledged before me on the day of , 2013, by _ the → of Prudential Asset Resources, Inc.,
Master Servicer for U.S. BANK NATIONAL ASSOCIATION, SUCCESSOR TO BANK OF
AMERICA, NATIONAL ASSOCIATION, SUCCESSOR BY MERGER TO LASALLE BANK
NATIONAL ASSOCIATION, AS TRUSTEE OF THE BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-PWR14, on behalf of the corporation.
Notary Public, State of Texas
(Scal)
3 - 0.0
TRUSTEE:
STEWART TITLE OF CALIFORNIA, INC.
By:_
Name:_
Title:
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On 2013, before me,
personally appeared who proved to me on the basis of
satisfactory evidence to be the person(s) whose names) 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)
0.0 EXHIBIT A
DESCRIPTION OF FC KINGDALE RELEASE PARCEL
0.0 UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
A. NAME & PHONE OF CONTACT AT FILER [optional]
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
HAROLD HAGEN, ESQ.
BRYAN CAVE LLP
333 MARKET STREET, 25TH FLOOR
SAN FRANCISCO, CALIFORNIA 94105
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1a. INITIAL FINANCING STATEMENT FILE # This FINANCING STATEMENT AMENDMENT IS 20062479599 ON 11/08/06 to be filed [for record) (or recorded) in the REAL ESTATE RECORDS.
TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to security interests) of the Secured Party authorizing this Termination Statement.
3. CONTINUATION: Effectiveness of the Financing Statement identifted above with respect to security interests) of the Secured Party authorizing this Continuation Statement is continued for the additional period provided by applicable law.
4. ASSIGNMENT (full or partial): Give name of assignee in item Za or 7b and address of assignee In item 7c; and elso give name of assignor in item 9.
5. AMENDMENT (PARTY INFORMATION): This Amendment affects Debtor er Secured Party of record. Check only one of these twa boxes.
Also check one of the following three boxes and provide appropriate information in items 6 and/or 7.
CHANGE name and/or address: Give current record name in item 6а or 6b; also give new DELETE name: Give record name ADD name: Complete Item 7a or 7b, and also J name (if name change) in item 7a or 7b andior new address if address change) in item 7c - to be deleted in item 6a or 6b Item 7c; also complate items 7d-7g (if applicable).
8. CURRENT RECORD INFORMATION:
(6a. ORGANIZATION'S NAME
OR 6b. INDIVIDUAL'S LAST NAME
FIRST NAME MIDDLE NAME SUFFIX
7. CHANGED (NEW) OR ADDED INFORMATION:
7a. ORGANIZATION'S NAME
OR
176. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
7d. TAX ID#: SSN OR EIN ADD'L INFO RE Te. TYPE OF ORGANIZATION 7E. JURISDICTION OF ORGANIZATION 7g. ORGANIZATIONAL ID #, if any
ORGANIZATION
DEBTOR •NONE
8. AMENDMENT (COLLATERAL CHANGE): check only one box.
- Describe collatoral deleted or _ added, or give entire restated collateral description, or describe collateral assigned SEE SCHEDULE A AND EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF . NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, If this is an Assignmont). If this is an Amendment authorized by a Debtor whic dds collateral or adds the authorizing Debtor, or if this is a Termination authorized by a Debtor, check here and enter name of DEBTOR authorizing this Amendmen 9a. ORGANIZATION'S NAME
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE (SEE ATTACHED) OR 9b. INDIVIDUAL'S LAST NAME
FIRST NAME MIDDLE NAME SUFFIX
10. OPTIONAL FILER REFERENCE DATA
LOS ANGELES COUNTY, CALIFORNIA SOUTH BAY GALLERIA
UCC FINANCING STATEMENT AMENDMENT ADDENDUM|
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
11. INITIAL FINANCING STATEMENT FILE # (same as Item 1a on Amendrient form) 20062479599 ON 11/08/06
12. NAME OF PARTY AUTHORIZING THIS AMENDMENT (same as item 9 on Amendment form) 12a. ORGANIZATION'S NAME
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
12b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME,SUFFIX
13. Use this space for additional information
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
SECURED PARTY AUTHORIZING THIS AMENDMENT:
U.S. BANK NATIONAL ASSOCIATION, SUCCESSOR TO BANK OF AMERICA, NATIONAL ASSOCIATION,
SUCCESSOR BY MERGER TO LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE OF THE BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-PWR14
Instructions for National UCC Financing Statement AMENDMENT (Form UCC3) Please type or laser-print this form. Be sure it is completely legible. Read all Instructions, especially Instruction 1a; correct file number of initial financing statementis crucial. Follow Instructions completely.
Fill in form very carefully; mistakes may have important legal consequences. If you have questions, consult your attorney. Filing office cannot give legal advice.
Do not insert anything in the open space in the upper portion of this form; it is reserved for filing office use.
An Amendment may relate to only one financing statement. Do not enter more than one file number in item 1a.
When properly completed, send Filing Office Copy, with required fee, to filing office. If you want an acknowledgment, complete item Band, Iffling in a filing office thatreturns an acknowledgment copy furnished by filer, you may also send Acknowledgment Copy, otherwise detach. Always detach Debtorand Secured Party Copies.
If you need to use attachments, use 8-1/2X11 inch sheets and put at the top of each sheet: "AMENDMENT" and the file number of the initial financing statement to which this Amendment relates; you are encouraged to use Amendment Addendum (Form UCC3Ad).
Always complete items 1a and 9.
A. To assist filing offices that might wish to communicate with filer, filer may provide information in item A. This item is optional.
B. Completeitem B if you want an acknowledgment sent to you. Iffiling in a filing office that returns an acknowledgment copy furnished by filer, present simultaneously with this form a carbon or other copy of this form for use as an acknowledgment copy. 1a. File number: Enterfile number ofinitial financing statement to which this 5,7. Toadd aparty: Check box initem 5 to indicate whether adding a Debtor Amendmentrelates. Enteronly one file number. In some states, the file or Secured Party; also check box in item 5 to indicate that this is an number is not unique; in those states, also enter in item 1a, after the file addition of a party; also enter all required information in item 7: name (7a number, the date that the initial financing statement was filed. or 7b) and address (7c); also, if adding a Debtor, tax ID # (7d) in those states where required, and additional organization Debtor information 1b. Only ifthis Amendment is to be filed orrecorded in the real estate records, (7e-g) If added Debtor is an organization. Note: The preferred method check box 1b and also, in item 13 of Amendment Addendum, enter for filing against a new Debtor (an individual or organization not previously Debtor's name, in proper format exactly identical to the format of item 1 of record as a Debtor under this file number) is to file a new Financing of financing statement, and name ofrecord owner if Debtor does not have Statement (UCC1) and not an Amendment (UCC3). a record interest.
8. Collateral change. To change the collateral covered by the identified Note: Show purpose of this Amendment by checking box 2, 3, 4, 5 (In item 5 financing statement, describe the change in item 8. This may be you must check two baxes) or 8; also complete items 6, 7 and/or 8 as accomplished either by describing the collateral to be added or deleted, or appropriate. Filer may use this Amendment form to simultaneously accomplish by setting forth in full the collateral description as it is to be effective after both data changes (items 4, 5, and/or 8) and a Continuation (item 3), although the filing of this Amendment, indicating clearly the method chosen (check in some states filer may have to pay a separate fee for each purpose. the appropriate box). If the space in item 8 is insufficient, use item 13 of Amendment Addendum (Form UCC3Ad). Apartial release of collateral is
2. Toterminate the effectiveness ofthe identified financing statement with a deletion. If, due to a full release of all collateral, filer no longer claims a respecto security interests) of authorizing Secured Party, check box 2. security interest under the identified financing statement, check box 2 See Instruction 9 below. (Termination) and not box 8 (Collateral Change), If a partial assignment consists of the assignment of some (but not all) of the collateral covered
3. To continuethe effectiveness of the identified financing statement with by the identified financing statement, filer may indicate the assigned respect to security interests) of authorizing Secured Party, check box 3. collateral in item 8, check the appropriate box in item 8, and also comply See Instruction 9 below. with instruction 4 above.
4. To assign () all of assignor's interest under the identified financing 9. Always enter name of party of record authorizing this Amendment; in most statement, or (il) a partial interest in the security interest covered by the cases, this will be a Secured Party ofrecord. If more than one authorizing identified financing statement, or (III) assignor's full Interest in some (but Secured Party, give additional names), properly formatted, in item 13 of not all of the collateral covered by the identified financing statement: Amendment Addendum (Form UCC3Ad). If the indicated financing Check box in item 4 and enter name of assignee In Item 7a if assignee is statement refers to the parties as lessee and lessor, or consignee and an organization, or in item 7b, formatted as indicated, if assignee is an consignor, or seller and buyer, instead of Debtor and Secured Party, individual, Complete 7a or 7b, but not both. Also enter assignee's references in this Amendment shall be deemed likewise so to refer to the address in item 7c. Also enter name of assignor in item 9. If partial parties. If this is an assignment, enter assignor's name. If this is an Assignment affects only some (but notall) ofthe collateral covered by the Amendment authorized by a Debtorthatadds collateral or adds a Debtor, identified financing statement, filer may check appropriate box in item 8 or if this is a Termination authorized by a Debtor, check the box in item 9 and indicate affected collateral in item 8. and enter the name, properly formatted, of the Debtor authorizing this Amendment, and, if this Amendment or Termination is to be filed or 5,6,7. To change the name and/or address of a party: Check box in item 5 to recorded in the real estate records, also enter, in item 13 of Amendment indicate whether this Amendment amends information relating to a Addendum, name of Secured Party of record.
Debtor or a Secured Party; also check box in item 5 to indicate that this is a name and/or address change; also enter name of affected party 10. This item is optional and is for filer's use only. Forfiler's convenience of (current record name, in case of name change) in items 6a or 6b as reference, filer may enter in item 10 any identifying information (e.g., appropriate; and also give new name (7a or 7b) and/or new address (7c) Secured Party's loan number, law firm file number, Debtor's name or other In item 7. identification, state In which form is being filed, etc.) that filer may find useful.
5,6. To delote a party: Check box in item 5 to indicate whether deleting a Debtor or a Secured Party; also check box in item 5 to indicate that this is a deletion of a party; and also enter name (6a or 6b) of deleted party in item 6.
Instructions for National UCC Financing Statement AMENDMENT Addendum (Form UCC3Ad) Enter information exactly as given in Item 1a on Amendmentform.
12. Enter information exactly as given in item 9 on Amendmentform.
13. If space on Amendment form is insufficient or you must provide additional information, enter additional information in item 13.
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
A. NAME & PHONE OF CONTACT AT FILER [optional]
B, SEND ACKNOWLEDGMENT TO: (Name and Address)
HAROLD HAGEN, ESQ.
BRYAN CAVE LLP
333 MARKET STREET, 25TH FLOOR
SAN FRANCISCO, CALIFORNIA 94105
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1a. INITIAL FINANCING STATEMENT FILE # 1b. This FINANCING STATEMENT AMENDMENT iS 20062479600 ON 11/08/06 to be filed [for record] (or recorded) in the REAL ESTATE RECORDS.
2. TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to security Interests) of the Secured Party authorizing this Termination Statement.
3. CONTINUATION: Effectiveness of the Financing Statement Identified above with respect to security Interests) of the Secured Party authorizing this Continuation Statement is continued for the additional period provided by applicable law.
ASSIGNMENT (full or partial): Give name of assignee In item 7a or 7b and address of assignoo in Item 7o; and also give name of assignor in item 9.
5. AMENDMENT (PARTY INFORMATION): This Amendment affects Debtor or Secured Parly of record. Check only one of these two boxes.
Also check one of the following three boxes and pravide appropriate informatlon in items 6 and/or 7.
CHANGE name and/or address: Give current record name in Item 6a or 6b; also give new DELETE name: Give record name ADD name: Complete Item 7a or 7b, and also name (if name change) in item 7a or 7b andior new address (If addross change) in item 7c to be deleted in Item 6a or 6b Item 7c: also complete items 7d-7g (if applicable).
6. CURRENT RECORD INFORMATION:
6a. ORGANIZATION'S NAME
OR 6b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
7. CHANGED (NEW) OR ADDED INFORMATION:
7a. ORGANIZATION'S NAME
OR 76. INDIVIDUAL'S LAST NAME FIRST NAME [MIDDLE NAME SUFFIX 7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
7d. TAXID#: SSN OR EIN ADD'L INFO RE 78. TYPE OF ORGANIZATION 71. JURISDICTION OF ORGANIZATION 7a ORGANIZATIONAL I#, rary
ORGANIZATION
DEBTOR NONE
8. AMENDMENT (COLLATERAL CHANGE): chack only one box.
- Describe collateral E deleted oradded, or give entire restated collateral description, or describe collateral assigned.
SEE SCHEDULE A AND EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
9. NAME OF SECURED PARTY oF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an Assignment). If this is an Amendment authorized by a Debtor which adds collateral or adds the authorizing Debtor, or if this is a Termination authorized by a Debtor, check here and enter name of DEBTOR authorizing this Amendment. 9a. ORGANIZATION'S NAME
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE (SEE ATTACHED) OR 9b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
10. OPTIONAL FILER REFERENCE DATA
LOS ANGELES COUNTY, CALIFORNIA SOUTH BAY GALLERIA
UCC FINANCING STATEMENT AMENDMENT ADDENDUM I
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
11. INITIAL FINANCING STATEMENT FILE # (same as item 1a on Amendment form) 20062479600 ON 11/08/06
12. NAME OF PARTY AUTHORIZING THIS AMENDMENT (same as item 9 on Amendment form) 12a, ORGANIZATION'S NAME
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
12b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME,SUFFIX
13. Use this space for additlonal information
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
SECURED PARTY AUTHORIZING THIS AMENDMENT:
U.S. BANK NATIONAL ASSOCIATION, SUCCESSOR TO BANK OF AMERICA, NATIONAL ASSOCIATION,
SUCCESSOR BY MERGER TO LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE OF THE BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-PWR14
Instructions for National UCC Financing Statement AMENDMENT (Form UCC3) Please type or laser-print this form. Be sure it is completely legible. Read all Instructions, especially Instruction 1a; correct file number of initial financing statementis crucial. Follow Instructions completely.
Fill in form very carefully; mistakes may have important legal consequences, Ifyou have questions, consult your attorney. Filing office cannot give legal advice.
Do not insert anything in the open space In the upper portion of this form; it is reserved for filing office use.
An Amendment may relate to only one financing statement. Do not enter more than one flie number in item 1a.
When properly completed, send Filing Office Copy, with required fee, to filing office. If you want an acknowledgment, complete item B and, if filing in a filing office that returns an acknowiedgment copy furnished by filer, you may also send Acknowledgment Copy, otherwise detach. Always detach Debtorand Secured Party Copies.
Ifyou need to use attachments, use 8-1/2 X 11 Inch sheets and put at the top of each sheet: "AMENDMENT" and the file number of the initial financing statement to which this Amendment relates; you are encouraged to use Amendment Addendum (Form UCC3Ad).
Always complete items 1a and 9.
A. To assist filing offices that might wish to communicate with filer, filer may provide information in item A. This item is optional.
B. Complete item B Ifyou wantan acknowledgment sentto you. Iffling in a filing office that retums an acknowledgment copy furnished by filer, present simultaneously with this form a carbon or other copy of this form foruse as an acknowledgment copy. 1a. File number: Enterfile numberofinitial financing statementto which this 5,7. To add a party: Check box in item 5 to indicate whether adding a Debtor Amendmentrelates. Enteronly one file number. In some states, the file or Secured Party; also check box in item 5 to indicate that this is an number Is not unique; in those states, also enter in item 1a, after the file addition of a party; also enter all required information In item 7: name (7a number, the date that the initial financing statement was filed. or 7b) and address (7c); also, If adding a Debtor, tax ID # (7d) In those states where required, and additional organization Debtor information 1b. Only Ifthis Amendmentis to be filed or recorded in the real estate records, (7e-g) If added Debtor is an organization. Note: The preferred method check box 1b and also, in item 13 of Amendment Addendum, enter for filing against a new Debtor (an individual or organization not previously Debtor's name, in proper format exactly identical to the format ofitem 1 of record as a Debtor under this file number) is to file a new Financing offinancing statement, and name ofrecord owner if Debtor does not have Statement (UCC1) and not an Amendment (UCC3). a record interest.
8. Collateralchange. To change the collateral covered by the identified Note: Show purpose of this Amendment by checking box 2, 3, 4, 5 (in item 5 financing statement, describe the change in item 8. This may be you must check two boxes) or 8; also complete items 6, 7 and/or 8 as accomplished either by describing the collateralto be added ordeleted, or appropriate. Filer may use this Amendmentform to simultaneously accomplish by setting forth in full the collateral description as it is to be effective after both data changes (items 4, 5, and/or 8) and a Continuation (item 3), although the filing ofthis Amendment, Indicating clearly the method chosen (check In some states fller may have to pay a separate fee for each purpose. the appropriate box). If the space in item 8 is insufficient, use item 13 of Amendment Addendum (Form UCC3Ad). Apartial release of collateral is
2. Toterminate the effectiveness of the identified financing statement with a deletion. If, due to a full release of all collateral, filer no longer claims a respect to security interests) of authorizing Secured Party, check box 2. security interest under the identifled financing statement, check box 2 See Instruction 9 below. (Termination) and not box 8 (Collateral Change). Ifa partial assignment consists of the assignment of some (but not all) of the collateral covered
3. To continuethe effectiveness of the Identified financing statement with by the identified financing statement, filer may indicate the assigned respectto security interests) of authorizing Secured Party, check box 3. collateral in item 8, check the appropriate box in item 8, and also comply See Instruction 9 below. with Instruction 4 above.
4. To assign (i) all of assignor's interest under the Identified financing 9. Always enter name of party of record authorizing this Amendment; in most statement, or (Il) a partlal interest in the security interest covered by the cases, this will be a Secured Party of record. If more than one authorizing identified financing statement, or (ill) assignor's full interest in some (but Secured Party, give additional name(s), properly formatted, in Item 13 of not all) of the collateral covered by the identified financing statement: Amendment Addendum (Form UCC3Ad). If the indicated financing Check box in Item 4 and enter name of assignee in item 7a if assignee is statement refers to the parties as lessee and lessor, or consignee and an organization, or In item 7b, formatted as Indicated, if assignee Is an consignor, or seller and buyer, instead of Debtor and Secured Party, Individual. Complete 7a or 7b, but not both. Also enter assignee's references in this Amendment shall be deemed likewise so to refer to the address in item 7c. Also enter name of assignor in item 9. if partial parties. If this is an assignment, enter assignor's name. If this is an Assignment affects only some (but not all) of the collateral covered by the Amendment authorized by a Debtor that adds collateral or adds a Debtor, identified financing statement, filer may check appropriate box In item 8 or ifthis is a Termination authorized by a Debtor, check the box in item 9 and Indicate affected collateral in Item 8. and enter the name, properly formatted, of the Debtor authoring this Amendment, and, If this Amendment or Termination is to be filed or 5,6,7. To change the name and/or address of a party; Check box in item 5 to recorded in the real estate records, also enter, In Item 13 of Amendment Indicate whether this Amendment amends information relating to a Addendum, name of Secured Party of record.
Debtor or a Secured Party; also check box in Item 5 to indicate that this is a name and/or address change; also enter name of affected party 10. This item is optional and is for filer's use only. For filer's convenience of (current record name, In case of name change) in items 6a or 6b as reference, filer may enter in Item 10 any identifying information (e.g., appropriate; and also give new name (7a or 7b) and/ornew address (7c) Secured Party's loan number, law firm file number, Debtor's name orother in item 7. identification, state in which form is being filed, etc.) that filer may find useful.
5,6. To delete a party: Check box in item 5 to indicate whether deleting a Debtoror a Secured Party: also check box in Item 5 to Indicate that this İs a deletion of a party; and also enter name (6a or 6b) of deleted party in item 6.
Instructions for National UCC Financing Statement AMENDMENT Addendum (Form UCCAd)
11. Enter information exactly as given In item 1a on Amendment form.
Enter information exactly as given in item 9 on Amendment form.
13. If space on Amendment form is insufficient or you must provide additional information, enter additional information in item 13.
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
A. NAME & PHONE OF CONTACT AT FILER [optional]
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
HAROLD HAGEN, ESQ.
BRYAN CAVE LLP
560 MISSION STREET, 25TH FLOOR
SAN FRANCISCO, CALIFORNIA 94105
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1a. INITIAL FINANCING STATEMENT FILE# Tb. This FINANCING STATEMENT AMENDMENT Is 6429373 7 ON 12/04/06 to be filed (for record] (or recorded) in the REAL ESTATE RECORDS.
TERMINATION: Effectiveness of the Financing Statement identified above is terminaled with respect to security interests) of the Secured Party authorizing this Termination Statement.
3. CONTINUATION: Effectiveness of the Financing Statement Icentified above with respect to security interests) of the Secured Party authorizing this Continuation Statement is continued for the additional perlod provided by applicable law.
4. L ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and address of assignes in item 7c; and also give name of assignor in item 9.
5. AMENDMENT (PARTY INFORMATION): This Amendment affects Debtor or Secured Party of record. Check only one of these two boxes.
Also check one of the following three boxes and provide appropriate information in items 6 andior 7.
CHANGE name andior address: Give current record name in item 6a or Gb; also give nev to be deleted in item ba or 6b DELETE name: Give record name ADD name: Complete item 7a or 7b, and also name (If name change) in item 7a or 7b and/or new address (if address change) in item 7c item 7c; also complete Items 7d-7g (if applicable).
6. CURRENT RECORD INFORMATION:
6a. ORGANIZATION'S NAME
OR sb. INDIVIDUAL'S LAST NAME FIRST NAME [MIDDLE NAME
SUFFIX
7. CHANGED (NEW) OR ADDED INFORMATION:
7a. ORGANIZATION'S NAME"
OR
7b. INDIVIDUAL'S LAST NAME (FIRST NAME MIDDLE NAME SUFFIX TC. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
7d. TAX ID # SNOR EIN ADD'L INFO RE 7e. TYPE OF ORGANIZATION 7f. JURISDICTION OF ORGANIZATION 7g. ORGANIZATIONAL. ID i, Tany
ORGANIZATION
DEBTOR
8. AMENDMENT (COLLATERAL CHANGE): check only one box.
- Describe collateral deleted or •added, or give entire restated collateral description, or describe collateral assigned.
SEE SCHEDULE A AND EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an Assignment). If this is an Amendment authortzed by a Debtor which adds collateral or aids the aultrizing Debior, or it this is a Termination authorized by a Debtor, check here and enter name of DEBTOR authorizing this Amendment 9a. ORGANIZATION'S NAME
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE (SEE ATTACHED) OR gb. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME
(sUFFIX
10, OPTIONAL FILER REPERENCE DATA
DELAWARE SOS SOUTH BAY GALLERIA
UCC FINANCING STATEMENT AMENDMENT ADDENDUM!
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
11. INITIAL FINANCING STATEMENT FILE # (sare as item 1a on Amendment form) 6429373 7 ON 12/04/06
12. NAME OF PARTY AUTHORIZING THIS AMENDMENT (same as kem 9 on Amendment form) 12a. ORGANIZATION'S NAME
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
OR
12b. INDIVIDUAL'S LAST NAME FIRST NAME [MIDDLE NAME,SUFFIX
13. Use this space for additional information
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
SECURED PARTY AUTHORIZING THIS AMENDMENT:
U.S. BANK NATIONAL ASSOCIATION, SUCCESSOR TO BANK OF AMERICA, NATIONAL ASSOCIATION,
SUCCESSOR BY MERGER TO LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE OF THE BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-PWR14
Instructions for National UCC Financing Statement AMENDMENT (Form UCC3) Please type or laser-print this form. Be sure it is completely legible. Read all Instructions, especially Instruction 1a; correct file number of initial financing statement is crucial. Follow Instructions completely.
Fill in form very carefully; mistakes may have important legal consequences. Ifyou have questions, consult your attorney. Filing office cannot give legal advice.
Do not insert anything in the open space in the upper portion of this form; it is reserved for filing office use.
An Amendment may relate to only one financing statement. Do not enter more than one file numberin item 1a.
When properly completed, send Filing Office Copy, with required fee, to filing office. If you want an acknowledgment, complete item B and, if filing in a filing office that returns an acknowledgment copy furnished by filer, you may also send Acknowledgment Copy, otherwise detach. Always detach Debtor and Secured Party Copies.
If you needto use attachments, use 8-1/2X inch sheets and put at the top of each sheet: "AMENDMENT"and the file number of the initial financing statement to which this Amendment relates; you are encouraged to use Amendment Addendum (Form UCC3Ad).
Always complete items 1a and 9.
A. To assist filing offices that might wish to communicate with filer, filer may provide information in item A. This item is optional.
B. Completeitem Bifyou want an acknowledgment sentto you. Iffiling in a filing office that returns an acknowledgment copy furnished by filer, present simultaneously with this form a carbon or other copy of this form for use as an acknowledgment copy. la. File number: Enterfile numberofinitial financing statementto which this 5,7. To add a party: Check boxin item 5 to indicate whether adding a Debtor Amendment relates. Enteronly one flle number. In some states, the file or Secured Party; also check box in item 5 to indicate that this is an number is not unique; in those states, also enter in item 1a, after the file addition of a party; also enter all required information in item 7: name (7a number, the date that the initial financing statement was filed. or 7b) and address (7c); also, if adding a Debtor, tax ID # (7d) in those states where required, and additional organization Debtor information 1b. Onlyifthis Amendmentis to be filed orrecorded in the real estate records, (7e-g) if added Debtoris an organization. Note: The preferred method check box 1b and also, in item 13 of Amendment Addendum, enter forfiling against a new Debtor (an individual ororganization notpreviously Debtor's name, in proper format exactly identical to the format of Item 1 of record as a Debtor under this file number) is to file a new Financing of financing statement, and name of record owner if Debtor does not have Statement (UCC1) and not an Amendment (UCC3). a record interest.
8. Collateral change. To change the collateral covered by the identified Note: Show purpose of this Amendment by checking box 2, 3, 4, 5 (in item 5 financing statement, describe the change in Item 8. This may be you must check two boxes) or 8; also complete items 6, 7 and/or 8 as accomplished eitherby describing the collateral to be added or deleted, or appropriate. Filer may use this Amendment form to simultaneously accomplish by setting forth in full the collateral description as it is to be effective after both data changes (items 4, 5, and/or 8) and a Continuation (item 3), although the filing of this Amendment, indicating clearly the method chosen (check in some states filer may have to pay a separate fee for each purpose. the appropriate box). If the space in item 8 is insufficient, use item 13 of Amendment Addendum (Form UCC3Ad). A partial release of collateral is
2. Toterminate the effectiveness of the identified financing statement with a deletion. If, due to a full release of all collateral, filer no longer claims a respect to security interests) of authorizing Secured Party, check box 2. security interest under the identified financing statement, check box 2 See Instruction 9 below. (Termination) and not box 8 (Collateral Change). If a partial assignment consists of the assignment of some (but not all) of the collateral covered
3. 1 To continuethe effectiveness of the identified financing statement with by the identified financing statement, filer may indicate the assigned respectto security interests) of authorizing Secured Party, check box 3. collateral in item 8, check the appropriate box in item 8, and also comply See Instruction 9 below. with instruction 4 above.
4. To assign (l) all of assignor's interest under the identified financing 9. Always entername of party of record authorizing this Amendment; in most statement, or (ii) a partial interest in the security interest covered by the cases, this will be a Secured Party of record. If more than one authorizing identified financing statement, or (lil) assignor's full interest in some (but Secured Party, give additional name(s), properly formatted, In item 13 of not all) of the collateral covered by the identified financing statement: Amendment Addendum (Form UCC3Ad). If the indicated financing Check box in item 4 and enter name of assignee in item 7a if assignee is statement refers to the parties as lessee and lessor, or consignee and an organization, or in item 7b, formatted as indicated, if assignee is an consignor, or seller and buyer, instead of Debtor and Secured Party, individual. Complete 7a or 7b, but not both. Also enter assignee's references in this Amendment shall be deemed likewise so to referto the address in item 7c. Also enter name of assignor in item 9. If partial parties. If this is an assignment, enter assignor's name. If this is an Assignment affects only some (but not all) of the collateral covered by the Amendment authorized by a Debtor that adds collateral or adds a Debtor, Identified financing statement, filer may check appropriate box in item 8 orif this Is a Termination authorized by a Debtor, check the box in item 9 and indicate affected collateral in item 8. and enter the name, properly formatted, of the Debtor authorlzing this Amendment, and, if this Amendment or Termination is to be filed or 5,6,7. Tochange the name and/or address of a party: Check box in item 5 to recorded in the real estate records, also enter, in item 13 of Amendment indicate whether this Amendment amends information relating to a Addendum, name of Secured Party of record.
Debtor or a Secured Party; also check box in item 5 to indicate that this is a name and/or address change; also enter name of affected party 10. This item is optional and is forfiler's use only. For filer's convenience of (current record name, In case of name change) in items 6a or 6b as reference, filer may enter in item 10 any identifying information (e.g., appropriate; and also give new name (7a or 7b) and/or new address (7c) Secured Party's loan number, law firm file number, Debtor'sname or other identification, state in which form is being filed, etc.) that filer may find useful.
5,6. To delete a party: Check box in item 5 to indicate whether deleting a Debtor or a Secured Party; also check box in item 5 to indicate that this is a deletion ofa party; and also enter name (6a or 6b) of deleted party in item 6.
Instructions for National UCC Financing Statement AMENDMENT Addendum (Form UCCAd)
11. Enter information exactly as given in item 1a on Amendment form.
12. Enter information exactly as given in itern 9 on Amendment form.
13. If space on Amendment form is insufficient or you must provide additional information, enter additional information in item 13.
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
A. NAME & PHONE OF CONTACT AT FILER [optional]
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
HAROLD HAGEN, ESQ.
BRYAN CAVE LLP
560 MISSION STREET, 25TH FLOOR
SAN FRANCISCO, CALIFORNIA 94105
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
ta. INITIAL FINANCING STATEMENT FILE# 1b. This FINANCING STATEMENT AMENDMENT is 6429381 7 ON 12/04/06 - to be filed (for recordl for recorded) in the REAL ESTATE RECORDS.
2. TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to security Interests) of the Secured Party authorizing this Termination Statement CONTINUATION: Effectiveness of the Financing Statement identified above with respect to security interests) of the Secured Party authorizing this Continuation Statement is continued for the additional period provided by applicable law.
4. ASSIGNMENT (full or partial): Give name of assignee in item Za or 7b and address of assignes in item 7c; and also give name of assignor in item 9.
5. AMENDMENT (PARTY INFORMATION): This Amendment affects Debtor or Secured Party of record. Check only one of these two boxes.
Also check one of the following three boxes and provide appropriate Information in items 6 and/or 7.
CHANGE name andior acidress: Give current record name in item 6a or 5b; also give new DELETE name: Give record name DD name: Complete item 7a or 7b. and als ame (iname change) in item a or 7o andfor new address (if address change) in item 7c to be deleted in item 6a or 6b. am 7c; also complete items 7d-7g (if applicable
6. CURRENT RECORD INFORMATION:
6a. ORGANIZATION'S NAME
OR 6b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME
SUFFIX
7, CHANGED (NEW) OR ADDED INFORMATION:
7a. ORGANIZATION'S NAME
OR 76. INDIVIDUAL'S LAST NAME FIRST NAME [MIDDLE NAME
SUFFIX
7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
7d. TAX ID #: SSN OR EIN ADD'L INFO RE 7e. TYPE OF ORCANIZATION 7f. JURISDICTION OF ORGANIZATION 7g. ORGANIZATIONAL ID #, If any
ORGANIZATION
DEBTOR
•NONE
8. AMENDMENT (COLLATERAL CHANGE): check only one box.
Describe collatera deloled or added, or give entire X restated collateral description, or describe collateral assigned.
SEE SCHEDULE A AND EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF • NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an Assignment). If this is an Amendment authorized by a Debtor whic dds collateral or adds the authorizing Debtor, or if this is a Tormination authorized by a Debtor, check here 7 and enter name of DEBTOR authorizing this Amendmen 9a. ORGANIZATION'S NAME
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE (SEE ATTACHED) OR
9b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX:
10. OPTIONAL FILER REFERENCE DATA
DELAWARE SOS SOUTH BAY GALLERIA
UCC FINANCING STATEMENT AMENDMENT ADDENDUM|
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
11. INITIAL FINANCING STATEMENT FILE # (same as item 1a on Amenciment fom) 6429381 7 ON 12/04/06
12. NAME OF PARTY AUTHORIZING THIS AMENDMENT (same as Item 9 on Amendment form) 12a. ORGANIZATION'S NAME
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
OR
12b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME,SUFFIX
13. Use this space for additional information
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
SECURED PARTY AUTHORIZING THIS AMENDMENT:
U.S. BANK NATIONAL ASSOCIATION, SUCESSOR TO BANK OF AMERICA, NATIONAL ASSOCIATION,
SUCCESSOR BY MERGER TO LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE OF THE BEAR STEARNS COMMERCIAL MORTAGE SECURITIES INC., COMMERCIAL MORTAGE PASS-THROUGH CERTIFICATES, SERIES 2006-PWR14
FILING OFFICE COPY_ NATIONALUCO FINANCING CATEMENS AMENAMENT ARDEUM CADADE sinali Instructions for National UCC Financing Statement AMENDMENT (Form UCC3) Please type or laser-print this form. Be sure it is completely legible. Read all Instructions, especlally Instruction 1a; correct file number of initial financing statementis crucial. Follow Instructions completely.
Fill in form very carefully; mistakes may have important legal consequences. If you have questions, consult your attorney. Filing office cannot give legal advice.
Do not insert anything in the open space in the upper portion of this form; it is reserved for filing office use.
An Amendment may relate to only one financing statement. Do not enter more than one file number in item 1a.
Secured Party Copies.
If you need to use attachments, use 8-1/2X 11 inch sheets and put at the top of each sheet: "AMENDMENT" and the file number of the initial financing statement to which this Amendment relates, you are encouraged to use Amendment Addendum (Form UCC3Ad).
A. To assist filing offices that might wish to communicate with filer, filer may provide information in item A. This item is optional. 8, Completeitem Bifyou want an acknowledgment sent to you. Iffiling in a filing office that returns an acknowledgment copy furnished by filer, present simultaneously with this form a carbon or other copy of this form for use as an acknowledgment copy. 1a. File number: Enter file number ofinltial financing statementto which this 5,7. Toaddaparty: Check box in item 5 to indicate wether adding a Debtor Amendmentrelates. Enteronly one file number. In some states, the flle or Secured Party; also check box in item 5 to indicate that this is an number is not unique; in those states, also enter in item 1a, after the file addition of a party; also enter all required information In item 7: name (7a number, the date that the initial financing statement was filed. or 7b) and adress (7c); also, if adding a Debtor, tax ID # (7d) in those states where required, and additional organization Debtor information 1b. Only ifthis Amendmentis to be filed or recorded in the real estate records, (7e-g) if added Debtor is an organization. Note: The preferred method check box 1b and also, in item 13 of Amendment Addendum, enter forfiling against a new Debtor (an individual or organization not previously Debor's name, in proper format exactly identical to the format of item 1 of record as a Debtor under this file number) is to file a new Financing of financing statement, and name ofrecord owner if Debtor does nothave Statement (UCC1) and not an Amendment (UCC3). a record interest.
8. Collateral change. To change the collateral covered by the identified Note: Show purpose of this Amendment by checking box 2, 3, 4, 5 (in item 5 financing statement, describe the change in item 8. This may be you must check two boxes) or 8; also complete Items 6, 7 and/or 8 as accomplished ether by describing the collateral to be added or deleted, or appropriate. Filer may use this Amendment form to simultaneously accomplish by setting forth in full the collateral description as it is to be effective after both data changes (items 4, 5, and/or 8) and a Continuation (Item 3), although the filing of this Amendment, indicating clearly the method chosen (check in some states filer may have to pay a separate fee for each purpose. the appropriate box). If the space in item 8 is insufficient, use item 13 of Amendment Addendum (Form UCC3Ad). A partial release of collateral is
2. Toterminate the effectiveness of the identified financing statement with a deletion. If, due to a full release of all collateral, filer no longer claims a respect to security interest(s) of authorizing Secured Party, check box 2. security interest under the identified financing statement, check box 2 See Instruction 9 below. (Termination) and not box 8 (Collateral Change), If a partial assignment consists of the assignment of some (but not all) of the collateral covered
3. Tocontinue the effectiveness of the identified financing statement with by the identified financing statement, filer may indicate the assigned respectto security interest(s) of authorizing Secured Party, check box 3. collateral in item 8, check the appropriate box in item 8, and also comply See Instruction 9 below. with instruction 4 above.
4. To assign (i) all of assignor's interest under the identified financing 9. Always enter name of party of record authorizing this Amendment; in most statement, or (ii) a partial interest in the security interest covered by the cases, this will be a Secured Party of record. If more than one authorizing identified financing statement, or (ili) assignor's full interest in some (but Secured Party, give additional name(s), properly formatted, in item 13 of not all) of the collateral covered by the identified financing statement: Amendment Addendum (Form UCC3Ad). If the indicated financing Check box in item 4 and enter name of assignee in item 7a if assignee is statement refers to the parties as lessee and lessor, or consignee and an organization, or in item 7b, formatted as indicated, If assignee is an consignor, or seller and buyer, instead of Debtor and Secured Party, individual. Complete 7a or 7b, but not both. Also enter assignee's references in this Amendment shall be deemed likewise so to refer to the adress in item 7c. Also enter name of assignor in Item 9. If partial parties. If this is an assignment, enter assignor's name. If this is an Assignment affects only some (but not all) of the collateral covered by the Amendment authorized by a Debtor that adds collateral or adds a Debtor, identifled financing statement, filer may check appropriate box in item 8 or if this is a Termination authorized by a Debtor, check the box in item 9 and indicate affected collateral in item 8. and enter the name, properly formatted, of the Debtor authorizing this Amendment, and, if this Amendment or Termination is to be filed or 5,6,7. To change the name and/or adress of a party: Check box in item 5 to recorded in the real estate records, also enter, in item 13 of Amendment indicate wether this Amendment amends information relating to a Addendum, name of Secured Party of record.
Debtor or a Secured Party; also check box in item 5 to indicate that this is a name and/or address change; also enter name of affected party 10. This item is optional and is for filer's use only. Forfiler's convenience of (current record name, in case of name change) in items 6a or 6b as reference, filer may enter in item 10 any identifying information (e.g., appropriate; and also give new name (7a or 7b) and/or new adress (7c) Secured Party's loan number, law firm file number, Debor's name orother in item 7. identification, state in which form is being filed, etc.) that filer may find useful.
5,6. To delete a party: Check box in item 5 to indicate whether deleting a Debtoror a Secured Party; also check box in item 5 to indicate that this is a deletion of a party; and also enter name (6a or 6b) of deleted party in Instructions for National UCC Financing Statement AMENDMENT Addendum (Form UCCAd)
11. Enter information exactly as given in Item 1a on Amendment form.
12. Enter information exactly as given in item 9 on Amendment form.
13. If space on Amendment form is insufficient or you must provide additional information, enter additional information in item 13.
Doo ID: 003020020019 Type: LAN
Records return to: вк4567 PA 169-187
Shipman & Goodwin LLP
Counselors at Law
One Constitution Plaza
Hartford, Connecticut 06103-1919 CXR.
AFFIDAVIT
The undersigned, Charles F. Pedersen, a Vice President of U.S. Bank National Association ("USB"), and James Basinger, a Senior Vice President of Bank of America, N.A. ("BoA"; BoA and USB each a "Bank", being duly sworn, each deposes and says I am authorized to execute this Affidavit on behalf of my Bank, and am doing so solely in my capacity as an authorized officer of such Bank.
2. I have personal knowledge of the matters described in this Affidavit.
3. Pursuant to a Purchase Agreement by and among Bank of America, N.A., Bank of America (GSS) Limited, Bank of America National Trust Delaware, U.S. Bank National Association, Elavon Financial Services Limited and U.S. Bank Trust National Association, USB acquired BoA's securitization trust administration business (the "Acquired Assets").
4. The Acquired Assets included all of the mortgage-backed transactions described on Schedule A attached hereto (the "Mortgage-Backed Transactions").
5. Accordingly, USB has succeeded BoA as trustee in the Mortgage-Backed Transactions.
I CERTIFY THIS TO BE A TRUE COPY OF THE
DOCUMENT RECORDED IN THE WEST HARTFORD
LAND RECORDS. DATED AT WEST HARTFORD, CT
10 BAYOR March 2011
V 45g2
tolerat
Assistant Town Clesk
lesses:
CHICA
(Tocelya Jerik Name: Charles F. Pedersen
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
Sonia Thampi
SUBSCRIBED AND SWORN TO before me this 19 day of Feloruary. 2011 In tasted
Notary Public: Jeanne M
JEANNE M. ESCOBEDO My Chinmission Expíres:_J-31-2015
NOTARY PUBLIC - MINNESOTA
My Commission Expres Jan. 31, 2016
Witnesses:
Curt Kendall
Curt Kendall
Senior Vice President
BANK OF AMERICA, N.A.
Harrison Thurston
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
I, James E. Dwiggins, a Notary Public for said State and County do hereby certify that James Basinger, Curt Kendall and Harrison Thurston, all personally known to me, did appear before me this date and executed the foregoing instrument.
SUBSCRIBED AND SWORN TO before me this 11th day of February, 2011 Notary Public: James E. Dwiggins
1 My Commission Expires: May 02, 2015
NOTARY
PUBLIC
SCHEDULE A
Name of t
ACGS 2004, LLC Series 2004-1 Secured Notes
American Tower Trust I Commercial Mortgage Pass-Through Certificates, Series 2007-1 Amresco Commercial Mortgage Funding I Corporation Mortgage Pass-Through Certificates Series 1997-C1 Anthracite CDO II Depositor, LLC Commercial Mortgage Pass-Through Certificates Series 2002-WGL-1 Asset Securitization Corporation Commercial Mortgage Pass-Through Certificates Series 1995-D1 Asset Seauritization Corporation Commercial Mortgage Pass-Through Certificates Serles 1995-MD IV Asset Seouritization Corporation Commercial Mortgage Pass-Through Certificates Series 1996-D2 Asset Securitization Corporation Commercial Mortgage Pass-Through Certificates Series 1996-D3 Asset Securitization Corporation Commercial Mortgage Pass-Through Certificates Series 1996-MD VI Asset Securitization Corporation Commercial Mortgage Pass-Through Certificates Series 1997-D4 Bane One/FCCC Commercial Mortgage Loan Trust Commercial Mortgage Pass-Through Cortificates Serles 2000-C1 Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates Series 1998-C1 Bear Stears Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificatos Series 1999-C1 Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates Series 2002-PBW1 Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates Series 2003-PWR2 Bear Stears Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates Series 2003-TOP10 Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates Series 2004-PWR3 Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates Series 2004-PWR4 Bear Stearns Commercial Mortgage Securities Inc, Commercial Mortgage Pass-Through Certificates Series 2004-PWR5 Bear Stears Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates Series 2004-PWR6 Bear Stearns Commercial Mortgage Securities Ino, Commercial Mortgage Pass-Through Certificates Series 2005-PWRI0 Bear Stears Commercial Mortgage Securities Ino. Commercial Mortgage Pass-Through Certificates Series 2005-PWR7 Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates Series 2005-PWR8 Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates Serles 2005-PWR9 Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates Serles 2006-PWR11 Bear Stearns Commercial Mortgage Securities Inc, Commercial Mortgage Pass-Through Certificates Series 2006-PWR12 Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates Series 2006-PWR13 Bear Stearns Commercial Mortgage Securitles Inc, Commercial Mortgage Pass-Through Certificates Series 2006-PWR14 Bear Stearns Commercial Mortgage Securities Inc, Commercial Mortgage Pass-Through Certificates Series 2007-PWR15 Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates Series 2007-PWR16* Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates Series 2007-PWR17 Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates Series 2007-PWR18 Bedford Capital Trust 2001-1
Calwest Industrial Trust Commercial Mortgage Pass-Through Certificates, Series 2002-CALW Capco America Securitization Corporation Commercial Mortgage Pass-Through Certificates Series 1998-D7 Capital Lease Funding Securitization L.P. Corporate Credit-Backed Pass-Through Certificates Series 1997-CTLJ CARS CNI-2 L.P Triple Net Lease Mortgage Notes, Series 2003-1 CD 2005-CD1 Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2005-CDI CD 2006-CD2 Commercial Mortgage Pass-Through Certificates CD 2006-CD3 Commercial Mortgage Pass-Through Certificates CD 2007-CD4 Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates Series CD 2007-CD4 CD 2007-CD5 Commercial Mortgage Pass-Through Certificates CDC Commercial Mortgage Trust 2002-FX1 Commercial Mortgage Pass-Through Certificates, Series 2002-FXI Chandler Fashion Center A/B Note
Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 1999-2 Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2000-2 Chrysler Building Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2001-C3A Citigroup Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates Series 2004-C1 Citigroup Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates Series 2005-C3 Citigroup Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates Series 2005-EMG Citigroup Commercial Mortgage Trust 2006-C4 Commercial Mortgage Pass-Through Certificates Series 2006-C4 Citigroup Commercial Mortgage Trust 2006-C5 Commercial Mortgage Pass-Through Certificates Series 2006-C5 Citigroup Commercial Mortgage Trust 2006-FL2 Commercial Mortgage Pass-Through Certificates, Series 2006-FL2 Citigroup Commercial Mortgage Trust 2007-C6 Commercial Mortgage Pass-Through Certificates Series 2007-C6 Coastal Securities SBA RRIO Trust
COBALT CMBS Commercial Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 COBALT CMBS Commercial Mortgage Trust 2007-C2, Commercial Mortgage Pass-Through Certificates, Series 2007-C2 COBALT CMBS Commercial Mortgage Trust 2007-C3, Commercial Mortgage Pass-Through Certificates, Series 2007-C3 COMM 1999-1 Commercial Mortgage Pass-Through Certificates COMM 2002-WFA Commercial Mortgage Pass-Through Certificates COMM 2005-FL10 Commercial Mortgage Pass-Through Certificates COMM 2006-CNL2 Commercial Mortgage-Backed Certificates
COMM 2006-FL12 Commercial Mortgage Pass-Through Certificates COMM 2007-FL14 Commercial Mortgage Pass-Through Certificates Commercial Mortgage Acceptance Corp. Commercial Mortgage Pass-Through Certificates Series 1998-C1 Commercial Mortgage Acceptance Corp, Commercial Mortgage Pass-Through Certificates Series 1999-C1 Commercial Mortgage Asset Trust Commercial Mortgage Pass-Through Certificates Series 1999-C1 Commercial Mortgage Asset Trust Commercial Mortgage Pass-Through Certificates Series 1999-C2 Commercial Mortgage Lease-Backed Securities LLC Commercial Mortgage Lease-Backed Certificates Series 2001-CMLB-1 Commercial Mortgage Trust 2007-GG11, Commercial Mortgage Pass-Through Certificates, Series 2007-GG11 Countrywide Commercial Mortgage Trust 2007-MF1 Commercial Mortgage Pass-Through Certificates Series 2007-MF1 Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 1997-C2 Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2001-CK3 Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2004-C5 Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2004-TFL2 Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2005-TFL1 Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2005-TFL2 Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2006-C4 Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2006-TFL2 Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2007-C2 Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2007-C3 Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2007-C4 Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series Corp 2002-CP3 Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series2006-C2 Dadeland Mall Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2002-C2A DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION Commercial Mortgage Pass-Through Certificates Series 1998-C1 DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION Multifamily Mortgage Pass-Through Certificates Series 2009-K3 DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1998-CG1 DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG1 DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG3 FFCA Secured Franchise Loan Trust Certificates Series 1999-1 FFCA Secured Franchise Loan Trust Certificates Series 1999-2 FFCA Secured Franchise Loan Trust Certificates Series 2000-1 First Union Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates Series 1997-C2 First Union Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates Serles 1999-C1 First Union Commercial Mortgage Securities Ino. Commercial Mortgage Pass-Through Certificates Series 1999-C2 Flik Depositor, Inc. Commercial Mortgage Pass-Through Certificates, Series 2003-EPR Four Times Square Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-4TS G3 STRATEGIC INVESTMENTS LP Mortgage Pass-Through Certificates Series 2002-WLI Gallery at Harborplace Mortgage Trust Commercial Mortgage Pass-Through Certificates Serles 2000-C5C GE Capital Commercial Mortgage Corporation Commercial Mortgage Pass-Through Certificates Series 2001-1 GE Capital Commercial Mortgage Corporation Commercial Mortgage Pass-Through Certificates Series 2001-3 GE Capital Commercial Mortgage Corporation Commercial Mortgage Pass-Through Certificates Series 2002-2A GE Commercial Mortgage Corporation Commercial Mortgage Pass-Through Certificates Series 2006-C1 OFC LLC Commercial Mortgage Pass-Through Certificates, Series 2003-1 GMAC Commercial Mortgage Securities Inc. Mortgage Pass-Through Certificates Series 1998-C1 GMAC Commercial Mortgage Securities Inc, Mortgage Pass-Through Certificates Series 1998-C2 GMAC Commercial Mortgage Securities Inc. Mortgage Pass-Through Certificates Series 1999-C21 GMAC Commercial Morgage Securities Inc, Mortgage Pass-Through Certificates Series 2000-C1 GMAC Commercial Mortgage Seourities Ino. Mortgage Pass-Through Certificates Serles 2000-C3 GMAC Commercial Mortgage Securities Inc. Mortgage Pass-Through Certificates Series 2001-C2 GMAC Commercial Mortgage Securlties Inc. Mortgage Pass-Through Certificates Series 2002-C2 GMAC Commercial Mortgage Securities Inc, Mortgage Pass-Through Certificates Series 2003-C1 GMAC Commercial Mortgage Securities Inc, Mortgage Pass-Through Certificates Series 2003-C3 GMAC Commercial Mortgage Securities Ino, Mortgage Pass-Through Certificates Series 2003-C3 GMAC Commercial Mortgage Securities Inc. Mortgage Pass-Through Certificates Series 2004-CZ GMAC Commercial Mortgage Securities Inc, Mortgage Pass-Through Certificates Series 2005-C1 Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust 2006-FL4, Commercial Mortgage Pass-Through Certificates, Greenwich Capital Commercial Funding Corp, Commercial Mortgage Trust 2002-C1, Commercial Mortgage Pass-Through Certificates, Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2003-C1, Commercial Mortgage Pass-Through Certificates, Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2003-C2, Commercial Mortgage Pass-Through Certificates, Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2004-FL2, Commeroial Mortgage Pass-Through Certificates, Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2004-GG1, Commercial Mortgage Pass-Through Certificates, Greenwich Capital Commercial Funding Corp,, Commercial Mortgage Trust 2005-FL3, Commercial Mortgage Pass-Through Certificates, Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2005-GG3, Commercial Mortgage Pass-Through Certificates, Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2005-GG5, Commercial Mortgage Pass-Through Certificates, Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2006-GG7, Commercial Mortgage Pass-Through Certificates, Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2007-GG9, Commercial Mortgage Pass-Through Certificates, GS MORTGAGE SECURITIES CORPORATION II Commercial Mortgage Pass-Through Certificates Series 1997-GLI GS MORTGAGE SECURITIES CORPORATION II Commercial Mortgage Pass-Through Certificates Series 1998-C1 OS MORTGAGE SECURITIES CORPORATION II Commercial Mortgage Pass-Through Certificates Series 1999-C1 GS MORTGAGE SECURITIES CORPORATION II Commercial Mortgage Pass-Through Certificates Series 2001-GLIII GS MORTGAGE SECURITIES CORPORATION II Commercial Mortgage Pass-Through Certificates Series 2001-ROCK GS MORTGAGE SECURITIES CORPORATION Il Commercial Mortgage Pass-Through Certificates Series 2004-C1 OS MORTGAGE SECURITIES CORPORATION II Commercial Mortgage Pass-Through Certificates Series 2004-GG2 GS MORTGAGE SECURITIES CORPORATION I1 Commercial Mortgage Pass-Through Certificates Series 2005-ROCK OS MORTGAGE SECURITIES CORPORATION II Commercial Mortgage Pass-Through Certificates Series 2006-0G6 GS MORTGAGE SECURITIES CORPORATION II Commercial Mortgage Pass-Through Certificates Series 2006-GG8 GS MORTGAGE SECURITIES CORPORATION II Commercial Mortgage Pass-Through Certificates Series 2007-GG10 GS MORTGAGE SECURITIES CORPORATION II Commercial Mortgage Pass-Through Certificates, Series 2006-GSFL VIII Hometown Commercial Trust 2006-1 Certificates of Beneficial Ownership, Series 2006-1 HVB MORTGAGE CAPITAL CORP. Commercial Mortgage Pass-Through Certificates Series 2003-PL1 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2001-C1 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2001-CIB3 J.P. Morgan Chase Commercial Mortgage Securities Corp, Commercial Mortgage Pass-Through Certificates Series 2002-C1 J.P, Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2002-C2 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2002-C3 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2002-CIBC5 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2003-C1 J.P. Morgan Chase Commercial Mortgage Securities Corp, Commercial Mortgage Pass-Through Certificates Series 2003-CIBC6 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2003-CIBC7 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2003-LNI J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2003-ML1 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2004-C2 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2004-CIBC9 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2004-LN2 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2004-PNCI J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2005-CB12 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2005-LDP1 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2005-LDP2 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2005-LDP3 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2005-LDP4 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2005-LDP5 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2006-CBIC14 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2006-CIBC15 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2006-CIBC17 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2006-LDP7 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2007-CIBC19 J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2008-C2 J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-L.DP8 Commercial Mortgage Pass-Through Certificates Series 2006-LDP8 J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-LDP9 Commercial Mortgage Pass-Through Certificates Series 2006-LDP9 J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-LDP11 Commercial Mortgage Pass-Through Certificates Series 2007- J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-LDP12 Commercial Mortgage Pass-Through Certificates Series 2007- JB Bond Securitization Trust Series 2005-S4
JP Morgan Commercial Mortgage Finance Corp. Mortgage Pass-Through Certificates Series 1997-C5 JP Morgan Commercial Mortgage Finance Corp. Mortgage Pass-Through Certificates Series 2000-C9 LaSalle Commercial Mortgage Securities Trust 2005-MF1 Commercial Mortgage Pass-Through Certificates Series 2005-MF1 LaSalle Commercial Mortgage Securities Trust 2006-MF2 Commercial Mortgage Pass-Through Certificates Series 2006-MF2 LaSalle Commercial Mortgage Securities Trust 2006-MF3 Commercial Mortgage Pass-Through Certificates Series 2006-MF3 LaSalle Commercial Mortgage Securities Trust 2006-MF4 Commercial Mortgage Pass-Through Certificates Series 2006-MF4 LaSalle Commercial Mortgage Securities Trust 2007-MF5 Commercial Mortgage Pass-Through Certificates Series 2007-MF5 LB Commercial Mortgage Trust 1999-C1 Commercial Mortgage Pass-Through Certificates, Series 1999-C1 LB Commercial Mortgage Trust 1999-C2 Commercial Mortgage Pass-Through Certificates, Series 1999-C2 LB Commercial Mortgage Trust 2007-C3 Commercial Mortgage Pass-Through Certificates, Series 2007-C3 LB Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 1998-C1 LB Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 1998-C4 LB-UBS 299 Park Avenue Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2001-C7A LB-UBS Commercial Mortgage Trust 2000-C3 Commercial Mortgage Pass-Through Certificates, Series 2000-C3 LB-UBS Commercial Mortgage Trust 2000-C4 Commercial Mortgage Pass-Through Certificates, Series 2000-C4 LB-UBS Commercial Mortgage Trust 2000-C5 Commercial Mortgage Pass-Through Certificates, Series 2000-C5 LB-UBS Commercial Mortgage Trust 2001-C2 Commercial Mortgage Pass-Through Certificates, Series 2001-C2 LB-UBS Commercial Mortgage Trust 2001-C3 Commercial Mortgage Pass-Through Certificates, Series 2001-C3 LB-UBS Commercial Mortgage Trust 2001-C7 Commercial Mortgage Pass-Through Certificates, Series 2001-C7 LB-UBS Commercial Mortgage Trust 2002-C1 Commercial Mortgage Pass-Through Certificates, Series 2002-C1 LB-UBS Commercial Mortgage Trust 2002-C2 Commercial Mortgage Pass-Through Certificates, Series 2002-C2 LB-UBS Commercial Mortgage Trust 2002-C4 Commercial Mortgage Pass-Through Certificates, Series 2002-C4 LB-UBS Commercial Mortgage Trust 2002-C7 Commercial Mortgage Pass-Through Certificates, Series 2002-C7 LB-UBS Commercial Mortgage Trust 2003-C1 Commercial Mortgage Pass-Through Certificates, Series 2003-C1 LB-UBS Commercial Mortgage Trust 2003-C3 Commercial Mortgage Pass-Through Certificates, Series 2003-C3 LB-UBS Commercial Mortgage Trust 2003-C5 Commercial Mortgage Pass-Through Certificates, Series 2003-C5 LB-UBS Commercial Mortgage Trust 2003-C7 Commercial Mortgage Pass-Through Certificates, Series 2003-C7 LB-UBS Commercial Mortgage Trust 2003-C8 Commercial Mortgage Pass-Through Certificates, Series 2003-C8 LB-UBS Commercial Mortgage Trust 2004-C1 Commercial Mortgage Pass-Through Certificates, Series 2004-C1 LB-UBS Commercial Mortgage Trust 2004-C4 Commercial Mortgage Pass-Through Certificates, Series 2004-C4 LB-UBS Commercial Mortgage Trust 2004-C6 Commercial Mortgage Pass-Through Certificates, Series 2004-C6 LB-UBS Commercial Mortgage Trust 2004-C7 Commercial Mortgage Pass-Through Certificates, Series 2004-C7 LB-UBS Commercial Mortgage Trust 2004-C8 Commercial Mortgage Pass-Through Certificates, Series 2004-C8 LB-UBS Commercial Mortgage Trust 2005-C1 Commercial Mortgage Pass-Through Certificates, Series 2005-C1 LB-UBS Commercial Mortgage Trust 2005-C2 Commercial Mortgage Pass-Through Certificates, Series 2005-C2 LB-UBS Commercial Mortgage Trust 2005-C3 Commercial Mortgage Pass-Through Certificates, Series 2005-C3 LB-UBS Commercial Mortgage Trust 2005-C5 Commercial Mortgage Pass-Through Certificates, Series 2005-C5 LB-UBS Commercial Mortgage Trust 2005-C7 Commercial Mortgage Pass-Through Certificates, Series 2005-C7 LB-UBS Commercial Mortgage Trust 2006-C1 Commercial Mortgage Pass-Through Certificates, Series 2006-C1 LB-UBS Commercial Mortgage Trust 2006-C3 Commercial Mortgage Pass-Through Certificates, Series 2006-C3 .
LB-UBS Commercial Mortgage Trust 2006-C4 Commercial Mortgage Pass-Through Certificates, Series 2006-C4 LB-UBS Commercial Mortgage Trust 2006-C6 Commercial Mortgage Pass-Through Certificates, Series 2006-C6 LB-UBS Commercial Mortgage Trust 2006-C7 Commercial Mortgage Pass-Through Certificates, Series 2006-C7 LB-UBS Commercial Mortgage Trust 2007-C1 Commercial Mortgage Pass-Through Certificates, Series 2007-C1 LB-UBS Commercial Mortgage Trust 2007-C2 Commercial Mortgage Pass-Through Certificates, Series 2007-C2 LB-UBS Commercial Mortgage Trust 2007-C6 Commercial Mortgage Pass-Through Certificates, Series 2007-C6 LB-UBS Commercial Mortgage Trust 2007-C7 Commercial Mortgage Pass-Through Certificates, Series 2007-C7 LB-UBS Commercial Mortgage Trust 2008-C1 Commercial Mortgage Pass-Through Certificates, Series 2008-C1 LB-UBS Westfield Trust, Commercial Mortgage Pass-Through Certificates, Series 2001-WM LNR CFL 2004-1 Ltd. CMBS Resecuritization Notes, Series 2004-CFL Merrill Lynch Floating Trust Pass-Through Certificates, Series 2006-1 MERRILL LYNCH MORTGAGE INVESTORS, INC Commercial Mortgage Pass-Through Certificates Series 2004-C1 MERRILL LYNCH MORTGAGE INVESTORS, INC Commercial Mortgage Pass-Through Certificates Series 2005-C3 MERRILL LYNCH MORTGAGE INVESTORS, INC Commercial Mortgage Pass-Through Certificates Series 2006-C4 MERRILL LYNCH MORTGAGE INVESTORS, INC Commercial Mortgage Pass-Through Certificates Series 2007-C5 MERRILL LYNCH MORTGAGE INVESTORS, INC. Commercial Mortgage Pass-Through Certificates Series 2002-MW1 MERRILL LYNCH MORTGAGE INVESTORS, INC. Commercial Mortgage Pass-Through Certificates Series 2005-CK11 MERRILL LYNCH MORTGAGE INVESTORS, INC. Commercial Mortgage Pass-Through Certificates Series 2005-LC1 Merrill Lynch Mortgage Trust 2006-C1 Commercial Mortgage Pass-Through Certificates Series 2006-C1 Merrill Lynch Mortgage Trust 2006-2 Commercial Mortgage Pass-Through Certificates Serles 2006-C2 Merrill Lynch Mortgage Trust 2008-C1 Commercial Mortgage Pass Through Certificates, Series 2008-C1 Minnesota Bond Securitization Trust Series 2004-S1
Minnesota Bond Securitization Trust Series 2004-S2
ML-CFC Commercial Mortgage Trust 2006-1 Commercial Mortgage Pass-Through Certificates Series 2006-1 ML-CFC Commercial Mortgage Trust 2006-2 Commercial Mortgage Pass-Through Certificates Serles 2006-2 ML-CFC Commercial Mortgage Trust 2006-4 Commercial Mortgage Pass-Through Certificates Series 2006-4 MI-CFC Commercial Mortgage Trust 2007-6 Commerotal Mortgage Pass-Through Certificates Serles 2007-6 ML-CFC Commercial Mortgage Trust 2007-7 Commercial Mortgage Pass-Through Certificates Series 2007-7 ML-CFC Commercial Mortgage Trust 2007-8 Commercial Mortgage Pass-Through Certificates Series 2007-8 MLMI98-CI-F, Commercial Mortgage Certificates, Series 2006-1 Trust MONITRONICS FUNDING LP Series 2007-1
MORGAN STANLEY CAPITAL I INC. Commercial Mortgage Pass-Through Certificates Series 2007-XLF MORGAN STANLEY CAPITAL I INC. Commeroial Mortgage Pass-Through Certificates Series FB 2005-1 MORGAN STANLEY CAPITAL I INC. Commercial Mortgage Pass-Through Certificates Series2005-XLF MSDWMC Owner Trust 2000-F1 Notes and Participating Interests MSDWMC Owner Trust 2003-Fl Notes, Series 2003-Fl
NATIONSLINK FUNDING CORPORATION Commercial Loan Pass-Through Certificates Series 1999-LTL-1 NATIONSLINK FUNDING CORPORATION Commercial Mortgage Pass-Through Certiticates Serles 1999-SL Nomura Asset Securities Corporatlon Commercial Mortgage Pass-Through Certificates Series 1996-MD V Nomura Asset Securities Corporation Commercial Mortgage Pass-Through Certificates Series 1998-D6 Nortel Networks Lease Pass-Through Trust Pass-Through Trust Certificates, Series 2001-1 PROTECTIVE FINANCE CORPORATION Commercial Mortgage Pass-Through Certificates Series 2007-PL Protective Finance Corporation II Commercial Mortgage FAST Certificates, Series I Providence Place Mall Pass-Through Certificates
Prudential Securities Secured Pinancing Corporation Commercial Mortgage Pass-Through Certificates Series 1995-MCF-2 Prudential Securities Secured Financing Corporation Commercial Mortgage Pass-Through Certificates Series 2003-PWRI Rite Aid Pass-Through Certificates Series 1999-1
ROCK 2001-CI Commercial Mortgage Pass-Through Certificates Series 200 1-C I SALOMON BROTHERS MORTGAGE SECURITIES VII, INC. Commercial Mortgage Pass-Through Certificates Series 2000-NL1 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC. Commercial Mortgage Pass-Through Certificates Series 2001-MM SALOMON BROTHERS MORTGAGE SECURITIES VII, INC. Commercial Mortgage Pass-Through Certificates Series Inc 2000-C3 Southbury Credit Lease Backed Pass-Through Certificates, Series 1999-CTL1 STRUCTURED ASSET SECURITIES CORPORATION Commercial Mortgage Pass-Through Certificates Series 1997-LL 1 STRUCTURED ASSET SECURITIES CORPORATION Commercial Mortgage Pass-Through Certificates Series 2002-C5 STRUCTURED ASSET SECURITIES CORPORATION Il Commerolal Mortgage Pass-Through Certificates Serles 2004-C3 STRUCTURED ASSET SECURITIES CORPORATION II Commercial Mortgage Pass-Through Certificates Series 2005-C6 Structured Asset Securitles Corporation Multiclass Pass-Through Certificates Series 1996-CFL THE PENN MUTUAL LIFE INSURANCE COMPANY and THE PENN INSURANCE AND ANNUITY COMPANY 1996-PML TIAA Seasoned Commercial Mortgage Trust 2007-C4 Commercial Mortgage Pass-Through Certificates, Series 2007-C4 TimberStar Trust I Commercial Mortgage Pass-Through Certificates Series 2006-1 Tuckahoe Credit Lease Backed Pass-Through Certificates, Serles 200 1-CTL1 TW Hotel Funding 2005, LL Commercial Mortgage Pass-Through Certificates Series 2005-LUX U.S. TRADE FUNDING CORP. 4.26% TRADE TRUST CERTIFICATES Series 2002-A UBS 400 Atlantic Street Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2002-CA WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. Commercial Mortgage Pass-Through Certificates Series 2002-C1 WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. Commercial Mortgage Pass-Through Certificates Series 2002-C2 WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. Commercial Mortgage Pass-Through Certificates Series 2003-C3 Wachovia Commercial Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates Series 2003-C5 Wachovia Commercial Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates Series 2003-C6 WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. Commercial Mortgage Pass-Through Certificates Series 2003-C7 Wachovia Commercial Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates Series 2003-C8 WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. Commercial Mortgage Pass-Through Certificates Series 2004-C10 Wachovia Commercial Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates Series 2004-C11 WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. Commercial Mortgage Pass-Through Certificates Series 2004-C12 WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. Commercial Mortgage Pass-Through Certificates Series 2004-C14 Wachovia Commercial Mortgage Securities, Inc. Commercial Mortgage Pass- Through Certificates Series 2004-15 WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. Commercial Mortgage Pass-Through Certificates Series 2005-C18 .
Wachovia Commercial Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates Series 2005-C19 WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. Commercial Mortgage Pass-Through Certificates Series 2005-C20 Wachovia Commercial Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates Series 2005-C22 Wachovia Commercial Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates Series 2006-C23 WACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. Commercial Mortgage Pass-Through Certificates Series 2006-C24 Wachovia Commercial Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates Series 2006-C25 Wachovia Commercial Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates Series 2006-C26 Wachovia Commercial Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates Series 2006-C27 Wachovia Commercial Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates Series 2006-C29 Wachovia Commercial Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates Series 2007-C30 Wachovia Commercial Mortgage Securities, Inc. Commercial Mortgage Pass-Through Certificates Series 2007-C32 Walnut Corporation Mortgage PasswThrough Certificates
Washington Mutual Commercial Mortgage Trust 2003-C1 Commercial Mortgage Pass-Through Certificates, Series 2003-C1 Washington Mutual Commercial Mortgage Trust 2005-C1 Commercial Mortgage Pass-Through Certificates, Series 2005-C1 Washington Mutual Grantor Trust Certificate Series 2001-1 Washington Mutual Multifamily Mortgage 2001-1 Limited Secured Notes, Series 2001-1 Westfield Shoppingtown West County Mall Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2003-C3A Accredited Mortgage Loan Trust 2005-3
ASG Resecuritization Trust 2009-1, REMIC Notes Series 2009-1 ASG Resecuritization Trust 2009-3, REMIC Notes Series 2009-3 ABC asset-Backed Certificates, Series 2002-SB1
Asset Backed Funding Corporation NIM Trust 2002-SB1
Banc of America Mortgage 2008-A Trust, Mortgage Pass-Through Certificates Series 2008-A BC50 Trust-l
BEAR STEARNS ASSET BACKED SECURITIES TRUST 2004-1 ASSET-BACKED CERTIFICATES, SERIES 2004-1 BEAR STEARNS ASSET BACKED SECURITIES TRUST 2005-2 ASSET-BACKED CERTIFICATES, SERIES 2005-2 Bear Stearns Asset Backed Securities I Trust 2005-HE7, Asset-Backed Certificates, Series 2005-HE7 Bear Stearns Asset Backed Securities Trust 2004-HE1 Asset-Backed Certificates, Series 2004-HE1 Bear Stearns Asset Backed Securities Trust 2004-HE3 Asset-Backed Certificates, Series 2004-HE3 BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE4 ASSET-BACKED CERTIFICATES, SERIES 2004-HE4 Bear Stearns Asset Backed Securities I Trust 2005-FR1, Asset-Backed Certificates, Series 2005-FR1 Bear Stearns Asset Backed Securities I Trust 2005-HE1, Asset-Backed Certificates, Series 2005-HE1 Bear Stearns Asset Backed Securities 1 Trust 2005-HE11, Asset-Backed Certificates, Series 2005-HE11 Bear Stearns Asset Backed Securities I Trust 2005-HE5, Asset-Backed Certificates, Series 2005-HE5 Bear Stearns Asset Backed Securities I 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Series 2007-HB4 Bear Stearns Mortgage Funding Trust 2006-SL2 Mortgage-Backed Certificates, Series 2006-SL2 Bear Stearns Mortgage Funding Trust 2006-SL3 Mortgage-Backed Certificates, Series 2006-SL3 Bear Stearns Mortgage Funding Trust 2006-SL4 Mortgage-Backed Certificates, Series 2006-SL4 Bear Steams Mortgage Funding Trust 2006-SL5 Mortgage-Backed Certificates, Series 2006-SL5 Bear Stearns Mortgage Funding Trust 2006-SL6 Mortgage-Backed Certificates, Series 2006-SL6 Bear Stearns Mortgage Funding Trust 2007-SL1 Mortgage-Backed Certificates, Series 2007-SL1 Bear Stearns Mortgage Funding Trust 2007-SL2 Mortgage-Backed Certificates, Series 2007-SL2 BEAR STEARNS STRUCTURED PRODUCTS INC. NIM TRUST 2006-16 SERIES 2006-16 Bear Stearns Structured Products Inc. NIM Trust 2006-19 BSABS AQI NIM TRUST 2005-1, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes BSABS AQ2 NIM TRUST 2005-2, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes BSABS ECI NIM.TRUST 2005-1, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes BSABS EC1 NIM TRUST 2006-1, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes ESABS EC2 NIM Trust 2006-2, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes BSABS FRI NIM Trust 2004-1, Class A-1, Class A-2 and Class C Notes BSABS FRI NIM TRUST 2005-1, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes BSABS FR2 NIM Trust 2004-2, Class A-1, Class A-2, Class A-3 and Class C Notes BSABS FR3 NIM Trust 2004-3, Class A-1, Class A-2, Class A-3, Class A-4 and Class C Notes BABS HE1 NIM Trust 2003-1, Asset-Backed Certificates
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BSABS HE11 NIM TRUST 2004-11
BSABS HE11 NIM Trust 2005-11, Class A-1 Notes, Class A-2 Notes and Class C Notes BSABS HE12 NIM Trust 2005-12, Class A-1 Notes, Class A-2 Notes and Class A-3 Notes BSABS HE2 NIM Trust 2004-2, Class A-1 Notes, Class A-2 Notes, Class Inverse 10 Notes and Class C Notes BSABS HE2 NIM TRUST 2005-2, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class C Notes BABS HE2 NIM TRUST 2006-2, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes BABS HE3 NIM Trust 2004-3, Class A-1 Notes, Class A-2 Notes, Class Inverse IO Notes and Class C Nates BSABS HE3 NIM TRUST 2005-3, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes BSABS HE4 NIM Trust 2004-4, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class C Notes BSABS HE4 NIM TRUST 2005-4, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes BABS HES NIM Trust 2004-5, Class A-l Notes, Class A-2 Notes, Class A-3 Notes and Class C Notes BSABS HES NIM TRUST 2005-5, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes BSABS HEG NIM Trust 2004-6, Class A-1 Notes, Class A-2 Notes and Class C Nates BSABS HE6 NIM TRUST 2005-6, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes BSABS HE7 NIM Trust 2004-7, Class A-1 Notes, Class A-2 Notes and Class C Notes BSABS HE7 NIM TRUST 2005-7, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes BSABS HE8 NIM Trust 2004-8, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class C Notes BSABS HE8 NIM TRUST 2005-8, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes BSABS HE9 NIM Trust 2004-9, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class C Notes BABS HE9 NIM TRUST 2005-9, Class A-1, Class A-2, Class A-3 BSABS PC1 NIM Trust 2006-1, Class A-1 Notes, Class A-2 Notes, Class A-3 Notes BSABS TC1 NIM Trust 2005-1, Class A-1 Notes, Class A-2 Notes and Class A-3 Notes BSABS TC2 NIM Trust 2005-2, Class A-1 Notes, Class A-2 Notes and Class A-3 Notes Bear Stearns Structured Products Inc. NIM Trust 2006-3, Series 2006-3 Bear Stearns Structured Products Inc. NIM Trust 2005-23 Notes, Series 2005-23 Bear Stearns Structured Products Inc. NIM Trust 2005-27, Series 2005-27 BEAR STEARNS STRUCTURED PRODUCTS INC. NIM TRUST 2005-29 SERIES 2005-29 BEAR STEARNS STRUCTURED PRODUCTS INC. NIM TRUST 2005-32, SERIES 2005-32 BSSP Nim Trust 2005-7
BEAR STEARNS STRUCTURED PRODUCTS INC. NIM TRUST 2006-10, SERIES 2006-10 Bear Stearns Structured Products Inc. NIM Trust 2006-11 BEAR STEARNS STRUCTURED PRODUCTS INC. NIM TRUST 2006-6, SERIES 2006-6 BEAR STEARNS STRUCTURED PRODUCTS INC. NIM TRUST 2006-8 NOTES, SERIES 2006-8 BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2005-TC1 ASSET-BACKED CERTIFICATES, SERIES 2005-TC1 Bear Stearns Mortgage Funding Trust 2006-SL1 Mortgage-Backed Certificates, Series 2006-SL1 BERKELEY FEDERAL TRUST RECEIPT PASS-THROUGH CERTIFICATES, SERIES 1994-1 Bear Stearns Structured Products Inc. NIM Trust 2006-17, Series 2006-17 Bear Stearns Structured Products Inc. NIM Trust 2006-18, Series 2006-18 Bear Stearns Structured Products Inc. NIM Trust 2006-20, Series 2006-20 Bear Stearns Structured Products Inc. NIM Trust 2006-21, Series 2006-21 BEAR STEARNS STRUCTURED PRODUCTS INC, NIM TRUST 2006-22 Bear Stearns Structured Products Inc. NIM Trust 2006-24, Series 2006-24 Bear Stearns Structured Products Inc. NIM Trust 2006-24, Series 2006-24 BEAR STEARNS STRUCTURED PRODUCTS INC. NIM TRUST 2007-N3 NOTES Bear Stearns Structured Products Inc. NIM Trust 2007-N1 Bear Stearns Structured Products Inc. NIM Trust 2007-N2 Bear Stearns Structured Products Inc. NIM Trust 2007-N4 Notes Bear Stearns Structured Products Inc. NIM Trust 2007-N5 Notes BEAR STEARNS STRUCTURED PRODUCTS INC. NIM TRUST 2007-N6 NOTES BEAR STEARNS STRUCTURED PRODUCTS INC. NIM TRUST 2007-N7 NOTES Bear Stearns Structured Products Inc. NIM Trust 2007-N8 Notes C-BASS 2006-CB7NIM Trust, Series 2006-CB7NIM Notes
C-BASS 2006-CB9NIM Trust, Series 2006-CB9NIM Notes
C-BASS 2007-CB2NIM Trust, Series 2007-CB2NIM Notes
C-BASS 2007-CB4NIM Trust, Series 2007-CB4NIM Notes
C-BASS 2007-CB5NIM Trust, Series 2007-CB5NIM Notes
CREDIT SUISSE SEASONED LOAN TRUST 2006-1 HOME EQUITY PASS-THROUGH CERTIFICATES, SERIES 2006-1 C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB4 C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB5 CSFB Mortgage-Backed Notes, Series 2002-NP14
DB50 2004-1 Trust
DB50 2005-1 Trust
DB50 2007-1Trust
DB50 HVAC 2005-1 Trust
Reverse Mortgage Loan Trust, Series REV 2007-2
DUCAT INVESTMENT GROUP, L.P. GRANTOR TRUST, SERIES 2008-1 EMC MORTGAGE LOAN TRUST 2001-A MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2001-A EMC MORTGAGE LOAN TRUST 2002-B MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2002-B EMC MORTGAGE LOAN TRUST 2003-A MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2003-A EMC MORTGAGE LOAN TRUST 2003-B MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2003-B EMC MORTGAGE LOAN TRUST 2004-B MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2004-B EMC MORTGAGE LOAN TRUST 2004-C MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2004-C EMC MORTGAGE LOAN TRUST 2005-A MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-A EMC MORTGAGE LOAN TRUST 2005-B MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-B EMC MORTGAGE LOAN TRUST 2006-A MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2006-A FCDB FF1 2008-1 TRUST
First Franklin Mortgage Loan Trust 2005-FFH2 NIM
First Franklin Mortgage Loan Trust 2007- 3 NIM
First Franklin Mortgage Loan Trust 2007-1 NIM
First Franklin Mortgage Loan Trust 2007-2 NIM
First Franklin Mortgage Loan Trust 2007-4 NIM
First Franklin Mortgage Loan Trust 2007-5 NIM
First Franklin Mortgage Loan Trust 2007-FF1-FF2
First Franklin Mortgage Loan Trust 2007-H1 NIM
First Franklin Mortgage Loan Asset Backed Certificates 2006-FF18 First Franklin Mortgage Loan Asset Backed Certificates 2007-FF1 First Franklin Mortgage Loan Asset Backed Certificates 2007-FF2 First Franklin Mortgage Loan Asset Backed Certificates 2007-FFA First Franklin Mortgage Loan Asset Backed Certificates 2007-FFC First Franklin Mtg Loan Asset Backed Certificates 2005-FFH2 FCD DBPL 2008-1 TRUST
FCDB DBPL 2008-2 TRUST
FDB GMPL 2008-1 TRUST
FCDB LBPL 2008-1 TRUST
FCDB LBPL 2008-2 TRUST
FCD MLPL 2008-1 TRUST
FCD MLL 2008-2 TRUST
FCDB NCPL 2008-1 TRUST
Power Express REO Trust 2008-1
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FRFT 2004-1 Trust
FRFT 2004-2 Trust
FRFT 2004-3 Trust
FRFT 2004-4 TRUST
FRFT 2004-5 Trust
FRFT 2005-1 Trust
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Kondaur Capital Trust Series 2008-1
Kondaur Capital Trust Series 2008-2
Kondaur Capital Trust Series 2008-3
Kondaur Capital Trust Series 2009-1
LEHMAN ABS CORPORATION MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-1 GREENPOINT MORTGAGE FUNDING TRUST 2005-HE3, ASSET-BACKED CERTIFICATES, SERIES 2005-HE3 LEHMAN ABS CORPORATION, HOME EQUITY LOAN ASSET-BACKED NOTES, SERIES 2005-1 Lehman XS Trust Mortgage Pass-Through Certificates, Series 2005-2 Lehman XS Trust Mortgage Pass-Through Certificates, Series 2005-4 Lehman XS Trust Mortgage Pass-Through Certificates, Series 2006-8 Lehman XS Trust Mortgage Pass-Through Certificates, Series 2007-10H Lehman XS Trust Mortgage Pass-Through Certificates, Series 2007-9 Mortgage Equity Conversion Asset Trust 2006-SFG1 Mortgage-Backed Notes, Series 2006-SFG1 Mortgage Equity Conversion Asset Trust 2006-SFG2 Mortgage-Backed Notes, Series 2006-SFG2 Mortgage Bquity Conversion Asset Trust 2006-SFG3 Mortgage-Backed Notes, Series 2006-SFG3 Mortgage Equity Conversion Asset Trust 2007-FF1 Mortgage-Backed Notes, Series 2007-FF1 Mortgage Equity Conversion Asset Trust 2007-FF2 Mortgage-Backed Notes, Series 2007-FF2 Mortgage Equity Conversion Asset Trust 2007-FF3 Mortgage-Backed Notes, Serles 2007-FF3 MLMI Cayman NIM 2006-AR1, Ltd. Net Interest Margin Fixed Rate Notes, Series 2006-AR1 MLMI Cayman NIM 2007-HE1, Ltd. Net Interest Margin Fixed Rate Notes, Series 2007-HE1 MLMI Cayman NIM 2007-HE2, Ltd. Net Interest Margin Fixed Rate Notes, Series 2007-HE2 Merrill Lynch First Franklin Mortgage Loan Trust Motgage Loan Asset-Backed Certificates, Series 2007-1 Merrill Lynch First Franklin Mortgage Loan Trust Mortgage Loan Asset-Baoked Certificates, Series 2007-2 Merrill Lynch First Franklin Mortgage Loan Trust Mortgage Loan Asset-Backed Certificates, Series 2007-3 Merrill Lynch First Franklin Mortgage Loan Trust Mortgage Loan Asset-Backed Certificates, Series 2007-4 Merrill Lynch First Franklin Mortgage Loan Trust Mortgage Loan Asset-Backed Certificates, Series2007-5 Merrill Lynch First Franklin Mortgage Loan Trust Mortgage Loan Asset-Backed Certificates, Series 2007-A Merrill Lynch First Franklin Mortgage Loan Trust Mortgage Loan Asset-Backed Certificates, Series 2007-HI Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-HE4 MLMI Trust 2002-AFC1 Asset-Backed Certificates, Series 2002-AFC1 Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2005-SL3 Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-AHL1 Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-AR1 Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Serles 2006-FF1 Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-FM1 Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-HE3 Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Baoked Certificates, Serles 2006-HE6 Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-RM1 Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-RM3 Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-RM4 Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-WMC2 Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2007-HE3 Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2007-SDI Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-RM5 Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-MLN1 Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2007-HBI Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-OPTI Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-HE2 Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Serles 2006-RM2 Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-SL1 Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-SD1 Morgan Stanley Mortgage Loan Trust 2006-10SL Mortgage Pass-Trhough Certificates, Series 2006-10SL Morgan Stanley Mortgage Loan Trust 2006-14SL Mortgage Pass-Trough Certificates, Series 2006-14SL, Morgan Stanley Mortgage Loan Trust 2006-4SL Mortgage Pass-Trhough Certificates, Series 2006-4SL Morgan Stanley Mortgage Loan Trust 2007-9SL Mortgage Pass-Trhough Certificates, Series 2007-9SL.
Morgan Stanley Mortgage Re-REMIC Trust 2009-RI Re-REMIC Pass-Through Certificates, Series 2009-RI Morgan Stanley Mortgage Loan Trust 2006-7SL Mortgage Pass-Though Certificates, Serles 2007-4SL.
Nomura Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1994-3 Old Canal Bridge 1 Trust
Origen Manufactured Housing Contract Senior/Subordinate Asset-Backed Certificates, Series 2001-A Ownlt Mortgage Loan Asset Backed Certificates 2006-3
Ownit Mortgage Loan Asset Backed Certificates 2006-4
Ownit Mortgage Loan Asset Backed Certificates 2006-5
Ownit Mortgage Loan Asset Backed Certificates 2006-6
Ownit Mortgage Loan Asset Backed Certificates 2006-7
Structured Asset Mortgage Investment Il Inc., Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2004-CLI Prime 2004-CL1A, Pass-Through Certificates, Series 2004-CLIA Structured Asset Mortgage Investment II Inc., Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2004-CL.2 RAMP 2007-RZ1 NIM Trust
Home Loan-Backed Notes, Serles 2007-HI1
Home Equity Loan-Backed Term Notes, Series 2007-HSAI
Riverview HECM Pass-Through Certificates, Series 2008-1 MCMCAP Homeowners' Advantage Trust I
MCMCAP Homeowners' Advantage Trust I!
MCMCAP Homeowners' Advantage Trust Ill
MCMCAP Homeowners' Advantage Trust IV
SACO I Trust 2005-WM1 Mortgage-Backed Certificates, Series 2005-WM1 SACO I TRUST 2005-WM2 MORTGAGE-BACKED CERTIFICATES, SERIES 2005-WM2 SACO 1 TRUST 2005-WM3 MORTGAGE-BACKED CERTIFICATES, SERIES 2005-WM3 SACO I Trust 2006-3 Mortgage-Backed Certificates, Series 2006-3 SACO 1 Trust 2005-6 Mortgage-Backed Certificates, Series 2005-6 SACO I Trust 2005-9 Mortgage-Backed Certificates, Series 2005-9 SACO 1 Trust 2006-4 Mortgage-Backed Certificates, Series 2006-4 Salomon Brothers Mortgage Securities VIl, Inc. Mortgage Pass-Through Certificates, Series 1997-HUD2 Structured Asset Securities Corporation, Mortgage pass-Through Certificates Series 2003-4 SASCO NET INTEREST MARGIN NOTES, SERIES 2004-1IXS, CLASS A AND CLASS S STRUCTURED ASSET SECURITIES CORPORATION, MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-13 SASCO NET INTEREST MARGIN NOTES, SERIES 2004-21XS, CLASS A SASCO NET INTEREST MARGIN NOTES, SERIES 2004-9XS, CLASS A, CLASS B AND CLASS S STRUCTURED ASSET SECURITIES CORPORATION, MORTGAGE PASS-THROUGH CERTIFICATES, SBRIES 2005-3 SASCO Net Interest Margin Notes, Series 2005A-XS, Class A, Class BIA and Class BIB SASCO Net Interest Margin Notes, Serles 2005-NC1, Class A and Class B STRUCTURED ASSET SECURITIES CORPORATION, REVERSE MORTGAGE LOAN TRUST 2005-RM1, STRUCTURED ASSET SECURITIES CORPORATION, Pass-Through Certificates, Series 2006-4 STRUCTURED ASSET SECURITIES CORPORATION, MORTGAGE PASS-THROUGH CERTIFICATES, Series 2006-RF1 SASCO Net Interest Margin Notes, Series 2005-7S, Class A and Class B SHARPS SPILLC Net Interest Margin 2007-R$IN Notes, Series 2007-RSIN STRUCTURED ASSET SECURITIES CORPORATION, MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-10H STRUCTURED ASSET SECURITIES CORPORATION, MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-17 Structured Asset Securities Corporation Mortgage Pass-Through Certificates, eries 2005-7XS Terwin Cayman NIM 2006-17, Ltd., Net Interest Margin Notes, Series 2006-17HE, Cless N •Terwin Cayman NIlM 2006~9, Ltd,
Terwin Cayman NIM 2007-2, Ltd.
Terwin Mortgage Trust 2004-EQR1 Mortgage Backed Notes, Series 2004-EQR1 Terwin Cayman NIM 2007-4, Ltd.
Thornburg Mortgage Seourities Trust 2005-02
Thornburg Mortgage Securities Trust 2006-03
Thornburg Mortgage Securites Trust 2007-3
Thornburg Mortgage Securities Trust 2007-1
Thornburg Mortgage Securities Trust 2007-2
Thornburg Mortgage Seourities Trust 2007-4
Thorburg Mortgage Securities Trust 2007-5
WaMu Mortgage Pass-Through Certificates, Series 2007-HY4 Trust WaMu Mortgage Pass-Through Certificates, Series 2007-HY5 Trust WaMu Mortgage Pass- Through Certificates, Serles 2007-OAI Trust Wamu Alternative Mortgage Pass-Through Certificates 2006-8 Wami Alternative Mortgage Pass-Through Certs 2005-11
Wamu Alternative Mortgage Pass-Through Certs 2005-6
Wamu Alternative Mortgage Pass-Through Certs 2005-7
Wamu Alternative Mortgage Pass-Through Certs 2005-8
Wamu Alternative Mortgage Pass-Through Certs 2006-1
Waru Alternative Mortgage Pass-Through Certs 2006-3
Wamnu Alternative Mortgage Pass-Through Certs 2006-AR2
Wallu Mortgage Pass-Through Certificates, Series 200S-AR12 Trust WaMu Mortgage Pass-Through Certificates, Series 2005-AR15 Trust WaMu Mortgage Pass-Through Certificates, Series 2005-AR19 Trust WaMu Mortgage Pass-Through Certificates, Series 2005-AR5 Trust Wallu Mortgage Pass Through Certificates 2006-AR14
WaMu Mortgage Pass Through Certificates 2006-AR15
WaMu Mortgage Pass-Through Certificates, Series 2006-AR18 Trust WaMu Mortgage Pass Through Certificates 2006-AR8
WaMu Mortgage Pass Through Certificates 2006-AR9
WaMu Mortgage Pass-Through Certificates, Series 2007-HY1 Trust Wallu Mortgage Pass-Through Certificates, Series 2007-HY2 Trust WaMu Mortgage Pass-Through Certificates, Series 2007-HY3 Trust WaMu Mortgage Pass-Through Certificates, Series 2007-HY6 Trust Wallu Mortgage Pass-Through Certificates, Series 2007-HY7 Trust WaMu Mortgage Pass- Through Certificates, Series 2007-OA3 Trust WaMu Mortgage Pass- Through Certificates, Series 2007-0A6 Trust WaMu Mortgage Pass-Through Certificates, Serles 2005-AR14 Trust Washington Mutual Alternative Mortgage Pass-Through Certificates 2005-3 Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2005-9 Washington Mutual Alternative Mortgage Pass-Through Certificates 200S-AR) Washington Mutual Alternative Mortgage Pass-Through Certificates 2006-2 Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-AR10 Trust Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2007-1 Washington Mutual Alternative Mortgage Pass-Through Certificates 2007-HY1 Recelved for Record at West Hartford, CT On 03/10/2011 At 11:30:07 am
Washington Mutual Alternative Mortgage Pass-Through Certificates 2007-OC2 Washington Mutual Asset-Backed Certificates WMABS Series 2006-HE1 Washington Mutual Asset-Backed Certificates WMABS Serles2006-HE2 Washington Mutual Asset-Backed Certificates WMABS Series 2006-HE3 Washington Mutual Asset-Backed Certificates WMABS Series 2006-HE4 Washington Mutual Asset-Backed Certificates WMABS Series 2006-HB5 Washington Mutual Asset-Backed Certificates WMABS Series 2007-HB1 Washington Mutual Asset-Backed Certificates WMABS Series 2007-HIE2 WaMu Mortgage Pass-Through Certificates, Series 2005-AR17 Trust WaMu Mortgage Pass-Through Certificates, Series 2006-AR10 Trust WaMu Mortgage Pass-Through Certificates, Series 2006-AR11 Trust WaMu Mortgage Pass-Through Certificates, Series 2006-AR12 Trust WaMu Mortgage Pass-Through Certificates, Serles 2006-AR17 Trust WaMu Mortgage Pass-Through Certificates, Serles 2006-AR19 Trust WaMu Mortgage Pass-Through Certificates Series 2006-ARG Trust WaMu Mortgage Pass-Through Certificates Series 2006-AR7 Trust WaMu Mortgage Pass- Through Certificates, Series 2007-OA2 Trust WaMu Mortgage Pass- Through Certificates, Series 2007-OA4 Trust WaMu Mortgage Pass- Through Certificates, Series 2007-OA5 Trust WaMu Mortgage Pass-Through Certificates, Series 2006-AR13 Trust Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2006-AR 3 Trust Washington Mutual Mortgage Securities Corp, WaMu Mortgage Pass-Through Certificates Series 2004-AR14 Waviu Mortgage Pass-Through Certificates Series 2004-CB4 Trust WaMu Mortgage Pass-Through Certificates, Series 2005-AR3 Trust WaMi Mortgage Pass-Through Certificates, Series 2005-AR7 Trust Washington Mutual MSC Mortgage Pass-Through Certificates, Series 2004-RA4 Trust Washington Mutual MSC Mortgage Pass-Through Certificates, Series 2005-RA1 WaMu Mortgage Pass-Through Certificates, Serles 2005-AR10 Trust Walu Asset Acceptance Corp, WaMu Mortgage Pass- Through Certificates Series 2006-AR16 WaMu Asset Acceptance Corp. WaMu Mortgage Pass-Through Certificates Series 2006- AR2 Washington Mutual Mortgage Securities Corp. Washington Mutual Mortgage Pass-Through Certificates WMAL T Series 2005-1 Washington Mutual Mortgage Securities Corp, Washington Mutual Mortgage Pass-Through Certificates WMAL T Series 2005-2 Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-9 Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2007-4 Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2007-5 WaMu Asset Acceptance Corp, Washington Mutual Mortgage Pass-Through Certificates WMALT Series 2007-HY2 Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2007-0A5 WaMu Asset Acceptance Corp. Washington Mutual Mortgage Pass-Through Certificates WMAL T Series 2007 -OC 1 Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-6 Waterfall Victoria Master Fund 2008-1 Grantor Trust, Series A Waterfall Victoria Master Fund 2008-1 Grantor Trust, Series B Wells Fargo Home Equity Trust Mortgage Pass-Through Certificates, Series 2004-1 WMABS CI NIM Notes Series 2006-HE1, Class N-1 Notes, Class N-2 Notes WMABS CI NIM Notes Series 2006-HE2, Class N-1 Notes, Class N-2 Notes WMABS CI NIM Notes Series 2006-HE3, Class N-1 Notes, Class N-2 Notes WMABS CI NIM Notes Series 2006-HE4, Class N-1 Notes, Class N-2 Notes WMABS CI NIM Notes Series 2006-HE5, Class N-1 Notes, Class N-2 Notes WMABS NIM Notes Serles 2007-HE1
Washington Mutual Mortgage Securities Corp. Washington Mutual Mortgage Pass-Through Certificates WMAL T Series 2005-5 Washington Mutual Mortgage Securitles Corp. Washington Mutual Mortgage Pass-Through Certificates WMAL T Series 2005-10 Washington Mutual Mortgage Securities Corp, Washington Mutual Mortgage Pass- Through Certificates WMAL T Series 2005-4 Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-4 Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-7 Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-AR6