CIVIC CENTER MEDICAL ARTS 2-2004

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COpy RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: REN R HAYHURST, ESQ, BRYAN CAVE LLP 2020 MAIN STREET, SUITE 600 IRVINE, CALIFORNIA 92614 (SPACE ABOVE THIS LINE FOR RECORDER'S USE) SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS AGREEMENT, made and entered into as of June 'ð!2, 2004, by and between CITY OF SANTA ANA, a municipal corporation of the State of California ("Tenanf') and CALIFORNIA BANK & TRUST, a California banking corporation ("Lender') A. Lender has agreed to make a mortgage loan ("Loan") to [BORROWER NAME] ("Borrower") in the amount of Three Million Nine Hundred Two Thousand Five Hundred Dollars ($3,902,500,00) to be secured by a deed of trust ("Deed of Trust-) on the real property legally described in Exhibit A attached hereto and the improvements thereon the "Project"); B. Tenant is the present lessee under a lease dated May 7,2004 made by CIVIC CENTER MEDICAL ARTS ASSOCIATES, a California limited partnership, dba Civic Center Professional Plaza, the predecessor in interest to Borrower as Landlord, demising a portion of the Project and other property (said lease and all amendments thereto being referred to as the "Lease"); C. The Loan terms require that Tenant subordinate the Lease and its interest in the Project in all respects to the lien of the Deed of Trust and that Tenant attorn to !.ender; and D. In return, Lender is agreeable to not disturbing Tenant's possession of the portion of the Premises covered by the Lease ("Demised Premises"), so long as Tenant is not in default under the Lease, NOW, THEREFORE, the parties hereby agree as follows: 1. Subordination, The Lease, and the rights of Tenant in, to and under the Lease and the Demised Premises, are hereby subjected and subordinated to the lien of the Deed of Trust, it being understood and agreed that the foregoing subordination shall apply to any and all increases, renewals, modifications, extensions, substitutions, replacements and/or consolidations of the Deed of Trust, provided that any and all such increases, renewals, modifications, extensions, substitutions, replacements and/or consolidations shall nevertheless be subject to the terms of this Agreement 2. Tenant Not to Be Disturbed, So long as Tenant is not in default in the payment of rent or of any of the terms, covenants or conditions of the Lease on Tenant's part to be performed (beyond any period given Tenant in the Lease to cure such default) and Tenant attorns to Lender as provided herein, (a) Tenant's possession of the Demised Premises shall not be diminished or interfered with by Lender, and (b) Lender will not join Tenant as a party defendant in any action or proceeding foreclosing the Deed of Trust unless such joinder is necessary to foreclose the Deed of Trust and then only for such purpose and not for the purpose of terminating the Lease, Subordination, Non-Disturbance & Attornment Agreement IR0112781S4 6/28/2004 Rev: 5/14/02