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AGREEMENT OF NON-DISTURBANCE
THIS AGREEMENT OF NON-DISTURBANCE (this "Agreement") is made as of , 2024, by and among VELMA M. ROBINETT, as Trustee of the Alda C.
Jones Trust ("Master Lessor"); THE CITY OF SIGNAL HILL, a California charter municipality ("Sublessor"); and ADDIS PROPERTIES LONG BEACH LLC, a California limited liability company ("Sublessee").
RECITALS
A. Master Lessor and Signal Hill Redevelopment Agency, a public body, corporate and politic (the "Original Sublessor") entered into that certain Master Lease dated December 21, 1993, as amended (the "Master Lease"), pursuant to which Master Lessor demised and leased to Original Sublessor the premises set forth in the Master Lease.
B. Original Sublessor entered into that certain Sublease Agreement dated September 2002 (the "Sublease") with Signal Hill Properties, LLC, a Delaware limited liability company ("Original Sublessee"), which demised to Original Sublessee the portion of the premises under the Master Lease commonly known as 2300 E Spring Street, Signal Hill, California, as further described in Exhibit "A" attached hereto and incorporated herein.
C. The Original Sublessor assigned its interest as sublessor under the Sublease to Sublessor in that certain Assignment and Assumption of Sublease Agreement dated March 15, 2011.
D. The Original Sublessee assigned its interest as sublessee under the Sublease to Sublessee in that certain Assignment of Sublease and Purchase of Leasehold Improvements dated , 2024.
E. Sublessee, Sublessor and Master Lessor now desire to enter into this Agreement so as to clarify their rights, duties and obligations under the Master Lease and the Sublease and to further provide for various contingencies as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing Recitals and of the mutual agreement of the parties hereto to the terms and conditions hereinafter contained, the parties hereto agree as follows:
1. In the event Sublessor shall default in the payment of any sum or performance of any covenant or condition of the Master Lease which results in the termination of the Master Lease, or of the Sublessor's right to possession of the premises demised by the Master Lease, all as provided therein, or in the event of any termination of the Master Lease for any reason whatsoever prior to December 31, 2055 (the expiration date of the Master Lease), then Master Lessor, Sublessor and Sublessee do hereby agree that the Sublease and all terms, provisions, covenants and agreements thereof shall survive any such default, or defaults in, or termination of the Master Lease, whether such termination occurs as a result of, or arising out of, any such default or defaults, or otherwise, and the Sublease (subject to the right of any "Mortgagee" as defined in the Master -2-
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Lease, to enter into a replacement lease with Master Lessor upon the same terms and conditions and having the same priority as the Master Lease, pursuant to Section 18 of the Master Lease), shall continue in force and effect in accordance with and subject to all of its terms, provisions, agreements and covenants as a direct lease with Master Lessor, as lessor, and Sublessee, as lessee.
Sublessee agrees, in such event, to attorn to Master Lessor and to recognize Master Lessor as the lessor under the Sublease. Master Lessor shall, in such event, exercise and undertake all of the rights and obligations of the sublessor in and under said Sublease, and thereafter shall be entitled to collect all rents and payments due and payable under said Sublease, including the right to collect any sums being due and payable thereunder prior to the termination or expiration of the Master Lease which are accrued and unpaid by Sublessee on the date of termination of the Master Lease.
2. From and after the time of attornment, Sublessee shall keep, observe and perform as to Master Lessor all of the terms, covenants and conditions to be kept by Sublessee pursuant to the Sublease, and Master Lessor shall have the same remedies for nonperformance or default of any agreement or term of the Sublease as Sublessor had or would have had as sublessor if the Master Lease had not been terminated.
3. For and during the term of the Sublease, Master Lessor agrees that, prior to terminating the Master Lease or taking any proceedings to enforce any such termination thereof for any reason other than the expiration of the term of the Master Lease as provided herein, Master Lessor shall give Sublessee, at the same time it gives Sublessor notice thereof, prior notice in writing of such termination, specifying the reason for such termination. Such notice shall be given to Sublessee in the manner provided in the Master Lease at the following address, or at such other address as Sublessee shall provide Master Lessor in writing in the same manner:
23621 Creekside Road
Valencia, California 91355
Attention: Aman S. Abraham
4. Master Lessor hereby approves of said Sublease and of the rights and privileges granted to Sublessee thereunder and agrees that, for and during the term of the Sublease and any extensions thereof, Master Lessor shall not take any action, directly or indirectly, to disturb or otherwise affect Sublessee's occupancy of and/or rights and privileges with respect to the premises demised by the Master Lease so long as Sublessee is not in default under the Sublease, nor shall Sublessee's exercise of any such rights or privileges constitute a default under the Master Lease.
5. No provision contained herein shall be deemed an amendment or modification of any provisions contained in the Sublease, including, without limiting the generality of the foregoing, any rights given thereunder to Sublessor to terminate the Sublease.
6. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors, transferees and assigns.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.
"MASTER LESSOR"
ALDA C. JONES TRUST
By:
Name:
Title:
Dated:
"SUBLESSOR"
ATTEST
By:
APPROVED AS TO FORM:
By:
CITY OF SIGNAL HILL,
a California charter municipality
By:
Name:
Title:
Dated:
"SUBLESSEE"
ADDIS PROPERTIES LONG BEACH LLC,
a California limited liability company
By:
Name:
Title:
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EXHIBIT A
SUBLEASED PROPERTY
Real property in the unincorporated area of the County of Los Angeles, State of California, described as follows: