PACIFIC BELL MOBILE SERVICES (SUBLEASE WATER TOWER) -1996

Home Browse Search

CM- 024 -21 EXHIBIT "F" NON - DISTURBANCE AND ATTORNMENT AGREEMENT FOR VALUABLE CONSIDERATION, RECEIPT OF WHICH IS CONCLUSIVELY ACKNOWLEDGED, THIS NON - DISTURBANCE AND ATTORNMENT AGREEMENT dated as of April , 1996, is between PACIFIC BELL MOBILE SERVICES, A CALIFORNIA CORPORATION ( "Sublessee ") and SANTA ANA UNIFIED SCHOOL DISTRICT WHICH ACQUIRED TITLE AS SANTA ANA SCHOOL DISTRICT OF ORANGE COUNTY, CALIFORNIA, AS TO PARCEL 1; AND THE HIGH SCHOOL BOARD OF SANTA ANA, CALIFORNIA, AS TO PARCEL 2. ( "Master Lessor "). RECITALS A. Pacific Bell Mobile Services, a California corporation ( "Sublessee ") and the City of Santa Ana, a municipal corporation ( "Sublessor ") have entered into a sublease of certain premises (the "Premises ") owned by Santa Ana Unified School District which acquired title as Santa Ana School District of Orange County, California, as to Parcel 1; and the High School Board of the City of Santa Ana, California, as to Parcel 2. ( "Master Lessor ") pursuant to that certain sublease dated April 1996 ( "Sublease "). The Premises form a portion of Master Lessor's property. B. Sublessee desires to possess the Premises for the Term set forth in the Sublease without disturbance in the event the Master Lease is terminated for any reason (other than with the written consent of Sublessee). C. Subject to the terms and conditions set forth below, Master Lessor is willing to grant Sublessee the quiet enjoyment of the Premises during the term of the Sublease in the event the Master Lease is terminated for any such reason. The parties agree as follows: 1. During the term of the Sublease, Master Lessor shall promptly deliver to Sublessee copies of any and all correspondence whether sent or received by Master Lessor, including, without limitation, any threatened or actual notice of default against Sublessor under the Master Lease. 2. In the event the Master Lease is terminated for any reason (other than with the written consent of Sublessee), Sublessee agrees to attom to Master Lessor and to recognize Master Lessor as the Sublessor under the Sublease, upon the terms and conditions and at the rental rate specified in the Sublease, and for the then remaining term of the Sublease. 3. Sublessee agrees to execute and deliver upon request of Master Lessor, any instrument in commercially reasonable form which may be necessary to evidence such attomment. 4. In the event the Master Lease is terminated, Master Lessor shall succeed to the interest of Sublessor under the Sublease and the Sublease shall remain in full force and effect for the full term thereof except that Master Lessor shall not be bound by any provision of the Sublease which materially increases Master Lessor's duties or obligations to Sublessee beyond those owed by Master Lessor to Sublessor under the Master Lease. (For purposes of the preceding sentence, the parties conclusively acknowledge that the continuation of Sublessor's right to possession of the Premises notwithstanding the termination of the Master Lease is not a material increase in Master Lessor's duties or obligations under the Master Lease.) 5. Master Lessor will not be: (a) liable for any act or omission of Sublessor or any predecessor of Sublessor; (b) subject to any offsets or defenses that Sublessee may have against Sublessor or any predecessor of Sublessor; (c) bound by any rent, additional rent or advance rent that Sublessee may have paid in advance to Sublessor or any predecessor of Sublessor, and all such rent will remain due and owing without regard to such advance payment; 15 4/16/963:51 PM