FIRST AMENDMENT TO
LOAN DOCUMENTS
THE FIRST AMENDMENT TO LOAN DOCUMENTS ("Extension Agreement") is made
and entered into as of January 24, 1996, by and between XXXXXX-XXXXXXX
PARTNERS, a California general partnership, ("Borrower"), and THE
PRUDENTIAL INSURANCE COMPANY OF AMERICA, a corporation organized and
existing under the laws of the State of New Jersey ("Lender").
RECITALS AND CERTAIN DEFINITIONS
A. Lender owns fee title to certain real property (the "Land")
located in Los Angeles, California, which Land is described in EXHIBIT A
attached hereto and forming a part hereof by this reference.
B. Borrower is currently the ground lessee and Lender is the ground
lessor of the Land pursuant to that certain ground lease dated February 1,
1977, as amended by the First Amendment Of Lease dated July 16, 1979 and
the Second Amendment Of Lease dated December 19, 1985 (the ground lease as
so amended is referred to herein as the "Lease"). Borrower, or its
predecessor in interest, has constructed two (2) medical office buildings
and attendant parking garages (the "Improvements") on the Land.
C. The interests of Borrower in the Lease (the "Leasehold Estate")
as well as the Improvements are currently subject to a loan ("Loan") held
by Lender which Loan is evidenced by that certain deed of trust ("Deed of
Trust") dated as of January 15, 1991 and recorded as Instrument No. 91-
63945 in the Official Records of Los Angeles County on January 15, 1991,
which Deed of Trust secures repayment of that certain promissory note
("Note") of even date therewith, evidencing an original principal
indebtedness in the amount of Eighty Six Million Dollars ($86,000,000).
The Deed of Trust and the Note as well as the other security documents
delivered to Lender in connection with the Loan are collectively referred
to as the ("Loan Documents"). The Deed of Trust and Note are due and
payable in full on January 14, 1996 (the "Maturity Date").
D. Lender has informed Borrower that it does not intend to renew
the Loan on its Maturity Date and Borrower, in order to realize on the
value, if any, it has in the Leasehold Estate and Improvements (hereinafter
the "Project") has requested Lender to grant Borrower an option to purchase
Lender's fee interest in the Land and grant Borrower an extension of the
Maturity Date of the Note to provide Borrower the opportunity to find a
purchaser for the Land and Project.
1
E. Borrower and Lender desire to amend the Note and the other
documents evidencing and securing the Loan (the "Loan Documents"), and to
extend the Maturity Date of the Loan, all on the terms and conditions set
forth in this Extension Agreement.
NOW, THEREFORE, Borrower and Lender agree as follows:
1. AMENDMENT OF LOAN DOCUMENTS. Subject to the satisfaction,
or waiver by Lender, of the conditions precedent set forth in Section 5,
below, on or prior to January 14, 1996, the Loan Documents are hereby
supplemented, amended and modified to incorporate the following, which
shall supersede and prevail over any conflicting provisions of the Loan
Documents.
2. AMENDMENTS TO NOTE.
a. The first grammatical paragraph of the Note is
hereby amended to real in full as follows:
"For value received, the undersigned, Xxxxxx-Xxxxxxx
Partners, a California general partnership (herein called "Maker"), hereby
promises to pay to the order of THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA, a New Jersey corporation (herein called "Holder"), at the home
office of Holder in Newark, New Jersey or at such other place as may be
designated in writing, the principal sum of Eighty Six Million Dollars
($86,000,000) (the "Loan") plus interest on the outstanding unpaid balance
of the Loan from the date hereon until January 9,1996 at the rate of nine
and eleven one-hundredths percent (9.11%) per annum and from January 10,
1996 until the Loan is paid at the rate of ten percent (10.00%) per annum
until said Loan is paid; the principal and interest being payable, without
grace, as follows:"
b. The second paragraph of the Note is hereby amended to
read in full as follows:
"On February 10, 1991, Maker shall pay Holder the amount
of $558,081.10 in payment of interest on the outstanding principal sum from
the date after the date hereof through February 10, 1991. Beginning on the
tenth (10th day of March 1991 and continuing on the tenth (10th) day of
each calendar month thereafter until January 10, 1996, Maker shall pay
monthly installments of principal and interest each installment, in the
amount of Six Hundred Ninety-Eight Thousand Seven Hundred Ninety-Three
Dollars and Three
2
Cents ($698,793.03). Beginning on the 10th day of
February, 1996, and on the same day of each month thereafter to and
including September 10, 1996, Maker shall pay monthly installments of
principal and interest each installment in the amount of Seven Hundred
Twenty-Four Thousand Eight Hundred Sixty-Five Dollars and Forty-Six Cents
($724,865.46), and on the earlier to occur of (i) the date Borrower
acquires ownership of the Land, or (ii) September 30, 1996, (the "Extended
Maturity Date"), the balance of said principal sum with interest thereon at
an annual rate of ten percent (10%) shall become due and payable. All
installments of principal and interest of this Note shall be paid to Holder
by wire transfer of immediately available funds to such bank or place, or
in such other manner, as Holder may from time to time designate in writing
to Maker, payable in lawful money of the United States of America, at the
home office of the payee in Newark, New Jersey, or at such other place as
the holder hereof may designate in writing."
c. Subject to payment of all accrued interest and other sums
due under the Loan Documents, if any, Borrower shall have the right to
prepay all or part of the outstanding principal balance of the Loan on any
date, upon giving not less than three (3) business days prior written
notice to Lender of its intention to prepay, without premium. Without
limitation on the foregoing, the Note is modified by deleting the
prepayment premium provision which begins as the last grammatical paragraph
at the bottom of page 1 of the Note and ends on the 4th line from the top
on page 3 of the Note.
3. SECURITY DOCUMENTS. The Deed of Trust and the other documents
given to secure the Note (the "Security Documents") shall secure, in
addition to any other obligations now or hereafter secured thereby,
Borrower's obligations to Lender under: (i) the Note and all other Loan
Documents, as amended or otherwise supplemented pursuant to this Extension
[continued on next page]
3
Agreement and (ii) this Extension Agreement, as amended or otherwise
modified from time to time in writing by Borrower and Lender.
4. LOAN DOCUMENTS. The term "Loan Documents" as used in this
Extension Agreement and all other Loan Documents, means, collectively; the
Note, the Deed of Trust defined in the Recitals and Certain Definitions;
the Assignment of Lessor's Interest in Leases, the Security Agreement, the
Hazardous Substances Remediation and Indemnification Agreement, the UCC-1
Financing Statement delivered with the Note and Deed of Trust to further
secure the Loan and the Modification Documents (including this Extension
Agreement), and all other agreements, contracts and other instruments and
documents now or hereafter executed by Borrower with or in favor of Lender
and required by Lender in connection with the Loan.
5. CONDITIONS PRECEDENT. The effectiveness of this Extension
Agreement is subject to the satisfaction, or waiver by Lender, of the
following conditions precedent:
a. Receipt and approval by Lender of the following
documents (the "Modification Documents") each in form and substance
satisfactory to Lender and each fully executed:
(1) two originals of this Extension Agreement;
(2) one original of a recordable First Amendment to Deed
of Trust (the "First Amendment to Deed of Trust");
(3) one original of a recordable Assignment of Lessor's
Interest in Leases (the "Assignment of Leases's);
(4) one original of a UCC-1 Financing Statement (the
"Financing Statement");
(5) documents pursuant to which the managing partners of
Borrower authorize and approve the execution and performance of the
Modification Documents;
(6) any and all documents and agreements which are
required pursuant to this Extension Agreement or which Lender has
requested; and
(7) an estoppel certificate from Borrower in form
acceptable to Lender certifying that the Lease is in full force and effect
without default on the part of landlord or tenant.
b. The issuance by Ticor Title Insurance Company, and
Lender's receipt, for attachment to Lender's Policy of Title Insurance
issued by Xxxxxxx Title bearing policy No. 435788, a CLTA Indorsement
110.5, together with such other indorsement as Lender
4
requires, insuring the priority and validity of the Deed of Trust as
modified by the First Amendment to Deed of Trust as a first and valid lien
upon the Project, subject only to such exceptions as have been approved by
Lender in writing.
c. Payment by Borrower of all fees and charges and expenses
incurred in connection with this Extension Agreement and the transactions
contemplated hereby, including without limitation title insurance costs,
recording fees, attorneys' fees, and documentation costs and charges and
reconveyance fees.
d. The First Amendment to Deed of Trust and the Assignment
of Leases shall have been recorded in the Official Records of Los Angeles.
e. The representations and warranties contained in this
Extension Agreement shall be true and correct.
f. No default under the Note or any other Loan Document
("Event of Default") shall remain uncured and not event shall have
occurred, which, with the giving of notice or the passage of time or both,
could constitute an Event of Default.
g. Delivery of current searches of all Uniform Commercial
Code Financing Statements which may have been filed in any applicable
governmental office in California against Borrower, as debtor, showing no
Uniform Commercial Code filings or Financing Statements affecting Borrower,
except for statements or filings showing Lender as the secured party.
h. The Financing Statement shall have been filed with the
office of the California Secretary of State.
6. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents,
warrants and agrees to and with Lender as follows (except as otherwise
disclosed in writing to Lender prior to the date of this Extension
Agreement):
a. Neither the execution, delivery or performance by
Borrower of this Extension Agreement or the Modification Documents, nor
compliance by Borrower with the terms and provisions of this Extension
Agreement or any Modification Documents (i) will contravene any provision
of any law, statute, rule or regulation or any order, writ, injunction or
decree or any court or governmental instrumentality affecting or applicable
to Borrower or the Project, or (ii) will conflict or be inconsistent with
or result in any breach of any of the terms, covenants, conditions or
provisions of, of constitute a default under, or result in the creation or
imposition of (or the obligation to create or impose) any lien upon any of
the property or assets of Borrower pursuant to the terms of any indenture,
mortgage, deed of trust, credit agreement, loan agreement of any other
agreement, contract or instrument to which Borrower is a party or
5
by which it may be subject; or (iii) will violate or conflict with the
organizational documents of Borrower.
b. No order, consent, approval, license, authorization or
validation of, or filing, recording or registration with, or exemption by,
any governmental or public body or authority, or any subdivision thereof,
is required to authorize, or is required in connection with (i) the
execution, delivery and performance of this Extension Agreement or any
other Modification Documents, or (ii) the legality, validity, binding
effect or enforceability of this Extension Agreement or any other
Modification Documents, except to the extent any Modification Documents
need to be filed or recorded to evidence the restructured security interest
of Lender in the Project.
c. There are no actions, suits or proceedings pending or,
to the actual knowledge of Borrower, threatened against the Project or
Borrower which may materially and adversely affect (i) the enforceability
or priority of the Loan Documents; (ii) the ability of Borrower to perform
its obligations under this Extension Agreement or the Loan Documents; or
(iii) the business, operations, property, assets, condition (financially or
otherwise) or prospects of Borrower with respect to the Project.
d. To the best of Borrower's knowledge (without the
requirement of inquiry or investigation by Borrower, except that Borrower
has made inquiry of H. Xxx Xxxxxxx, Xxxxxx Xxxxx and Xxxxx Xxxxxxxxx, who
are employed as President and Chief Executive Officer of Xxxxxx Runstad &
Company and Building Manager and Chief Engineer of the Property,
respectively, provided that such individuals' knowledge with respect to the
Property is based on the investigation normally engaged in by such
individuals in the scope of their respective employment activities relating
to the Property), Borrower's operation of the Project is in compliance with
all applicable statutes, regulations and orders of, and all applicable
restrictions imposed by, all governmental bodies, domestic or foreign, in
respect of the conduct of its business and the ownership of its property,
including but not limited to the Americans with Disabilities Act (and
including applicable statutes, regulations, orders and restrictions
relating to environmental standards and controls); provided, that under
applicable law, new tenant improvement work can be performed only if the
particular tenant suite in which such work is being performed are brought
under compliance with the standards required for new construction laws
under the currently applicable handicap laws ("Handicap Standards");
provided, further, that all tenant suites which have been vacated for
occupancy by new tenants since November 30, 1989 comply with the Handicap
Standards; except such noncompliance as would not, in the aggregate, have a
material adverse effect on the business, operations, property, assets,
condition (financial or otherwise) or prospects of Borrower.
e. Borrower has not received any notice from any insurance
company of any defects or inadequacies in the Project which would adversely
affect the insurability of the Project or which would materially increase
the cost of insuring the Project beyond that which is currently charged for
the Project.
6
f. To the actual knowledge of Borrower, there has not been a
commencement of any action involving the (a) condemnation of any portion of
the Land or Project; (b) condemnation or relocation of any roadways
abutting the Land or Project, or (c) denial of access to the Land from any
point of access to the Land or Project; and to Borrower's actual knowledge,
no governmental authority is contemplating any condemnation proceedings
which could have an adverse effect on the use, occupancy or enjoyment of
the Land or Project.
g. To the actual knowledge of Borrower, Borrower has paid
all taxes due pursuant to any assessments against the Land or Project,
including without limitation real property taxes and assessment. No
special assessments have been imposed and are outstanding against the Land
or Project, and to the best of Borrower's knowledge after making due
inquiry, no such special assessments are contemplated by any governmental
authority or other person or entity having jurisdiction over the Land or
Project.
h. To the actual knowledge of Borrower, Borrower has not
caused, permitted or suffered any liens against the Land or Project, in
favor of any person or entity whatsoever, whether any such lien is prior or
subordinate to the lien and interest of Lender in the Land or Project.
i. To the actual knowledge of Borrower, no brokerage fees or
commissions are payable by or to any person claiming through Borrower or
Borrower's activities in connection with this Extension Agreement or the
Modification Documents (with the exception of any broker's commission
payable in connection with the sale of the Land or Project).
j. Borrower is a validly existing California general
partnership with full partnership power and authority to execute, deliver
and perform its obligations under the Loan Documents and the Extension
Agreement and conduct its business in California.
k. The execution, delivery and performance of this extension
agreement and the other Modification Documents have been duly authorized by
proper corporate or partnership actions or proceedings, and the
Modification Documents and the Loan Documents constitute legal, valid and
binding obligations of Borrower enforceable in accordance with their
respective terms.
l. Borrower has no knowledge that any building or other
improvement on the Land encroaches upon any adjacent property, building
line, setback line, side yard line, or any recorded or visible easement (or
other easement of which Borrower is aware or has reason to believe may
exist) with respect to the Land.
m. To the actual knowledge of Borrower, there are no
material defaults under the Lease and to Borrower's actual knowledge, no
material default under any of the existing subleases for occupancy of the
Project.
7
n. To the actual knowledge of Borrower, (1) other than as
disclosed in the final report, Phase, I Environmental Assessment dated
December 19, 1990 prepared by Dames and Xxxxx for Borrower, no Hazardous
Materials (as defined below) exist on; under or about the Land or Project
in violations of any Hazardous Materials (as defined below), and no
Hazardous Materials have at any time been transported to or from the Land
or Project or used, generated, manufactured, stored, released or disposed
of on, under or about the Land or Project in violation of any Hazardous
Material Laws (as defined below), the Land or Project is not in violation
of any Hazardous Materials Laws (as defined below) and there are no past,
current or, to the best knowledge of Borrower after due investigation,
threatened Hazardous Materials Claims (as defined below); (2) there are not
now located on or under and no storage tanks have ever been located on or
under the land or Project. As used herein, the term "HAZARDOUS MATERIALS"
means and refers to any (a) oil, petroleum products, flammable substances,
explosives, radioactive materials, hazardous wastes or substances, toxic
wastes or substances or any other wastes, materials or pollutants which (i)
pose a hazard to the Land or Project or to persons on or about the Land or
Project or (ii) cause the Land or Project to be in violation of any
Hazardous Materials Laws; (b) asbestos in any form, urea formaldehyde foam
insulation, transformers or other equipment which contain dielectric fluid
containing levels of polychlorinated biphenyl, or radon gas; (c) chemical,
material or substance defined as or included in the definition of
"hazardous substances", "hazardous wastes", "hazardous materials",
"extremely hazardous waste", "restricted hazardous waste", or "toxic
substances" or words of similar import under any applicable local, state or
federal law or under the regulations adopted or publications promulgated
pursuant thereto, including, but not limited to, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended,
42 U.S.C. 9601, et seq.; the Hazardous Materials Transportation Act, as
amended, 49 U.S.C. 1801, et seq.; the Federal Water Pollution Control Act,
as amended, 33 U.S.C. 1251, et seq.; Sections 25115, 25117, 25122.7, 25140,
25249.8, 25281, 25316, 25501, and 25316 of the California Health and Safety
Code; and Article 9 or Article II of Title 22 of the Administrative Code,
Division 4, Chapter 20; (d) other chemical, material or substance that
exists on the Land or Project in such amounts that it could pose a material
hazard to the health and safety of the occupants of the Land or Project or
the owners and/or occupants of property adjacent to or surrounding the Land
or Project,or any other Person coming upon the Land or Project or adjacent
property. As used herein, the term "HAZARDOUS MATERIALS CLAIMS" means and
refers to any and all enforcement, cleanup, removal, remedial or other
governmental or regulatory actions, agreements or orders threatened,
instituted or completed pursuant to any Hazardous Materials Laws, together
with any and all claims made or threatened by any third party against
Borrower, Lender or the Land or Project relating to damage, contribution,
cost recovery compensation, loss or injury resulting from the presence,
release or discharge of any Hazardous Materials. As used herein, the term
"HAZARDOUS MATERIALS LAWS" any federal, state or local laws, ordinances,
regulations or policies relating to the environment, health and safety, and
Hazardous Materials (including, without limitation, the use, handling,
transportation, production, disposal, discharge or storage thereof) or to
industrial hygiene or the environmental conditions on, under or about the
Land or Project, including, without limitation, soil, groundwater and
indoor and ambient air conditions. In addition, Borrower and Lender agree
that: (i) this Section is intended as Lender's written request for
8
information (and Borrower's response) concerning the environmental
condition of the real property security under the terms of California Code
of Civil Procedure 726.5; and (ii) each representation and/or covenant in
this Extension Agreement or any other Loan Document (together with any
indemnity applicable to a breach of any such representation and/or
covenant) with respect to the environmental condition of the Land or
Project is intended by Lender and Borrower to be and "environmental
provision" for purposes of California Code of Civil Procedure 736.
As used herein, a representation limited by the "knowledge, "best
knowledge," actual knowledge" or other similar phrase with respect to
Borrower means that neither Xxxxx Xxxxx nor Xxxxx Xxxxxxxxx was aware that
such representation was untrue when made.
7. The unpaid principal indebtedness on the Note as of the
date hereof is in the amount of Eighty-Two Million five Hundred Ninety-Nine
Thousand Thirteen Dollars and Sixty-Two Cents ($82,599,013.62) which sum
Borrower agrees to pay to the order of Lender pursuant to the terms of the
Note as the same is modified herein.
All representations and warranties provided herein will survive the
execution of this Execution Agreement.
8. CERTAIN ASSURANCES REGARDING HAZARDOUS MATERIALS.
a. Subject to the exclusions set forth in Section VI
of the Hazardous Substances Remediation and Indemnification Agreement,
Borrower shall protect, indemnify and hold Lender, its directors, officers,
employees and agents, and any successors to Lender's interest in the Land
or Project, an any other Person who acquires any portion of the Land or
Project at a foreclosure sale or otherwise through the exercise of Lender's
rights an remedies under the Loan Documents, and any successors to any such
other Person, and all director, officers, employees and agents of all of
the aforementioned indemnified parties, harmless from and against any and
all actual or potential claims, liabilities, damages, losses, fines,
penalties, judgments, awards, costs and expenses (including, without
limitation, reasonable attorneys' fees and costs and expenses of
investigation) which arise out or relate in any way to any Hazardous
Materials Claims or any use, handling, production, transportation,
disposal, release or storage of any Hazardous Materials in, under or on the
Land or Project whether by Borrower or by any tenant or any other Person.
All such costs, damages, claims and expenses heretofore described and/or
referred to in this Section 8 are hereinafter referred to as "Expenses".
Borrower's liability to the aforementioned indemnified parties shall arise
upon the earlier to occur of (c) discovery of any Hazardous Materials on,
under or about the Land or Project, or (d) the institution of any Hazardous
Materials Claims, and not upon the realization of loss or damage, and
Borrower shall pay to Lender from time to time, immediately upon Lender's
request, an amount equal to such Expenses, as reasonably determined by
Lender; provided, however, no such Expense shall be voluntarily incurred
unless Lender has given Borrower three (3) business days advance written
notice of such Expense and the notice and cure period under subsection b
below has elapsed.
9
In addition, in the event any Hazardous Material is caused to be removed
from the Land or Project by Borrower, Lender or any other Person, the
number assigned by the Environmental Protection Agency to such Hazardous
Material or any similar identification shall be solely in the name of
Borrower and Borrower shall assume any and all liability for such removed
Hazardous Material.
b. In addition to any other rights or remedies Lender
may have under this Extension Agreement or the Loan Documents, at law or in
equity, in the event that Borrower shall fail to timely comply with any of
the provisions hereof, or in the event that any representation or warranty
made herein or in any certificate delivered after the date hereof proves to
be materially false or misleading, then, in such event Lender may, after
(a) delivering written notice to Borrower, which notice specifically states
that Borrower has failed to comply with the provisions of this Section 8;
and (b) the expiration of the earliest to occur of (i) the later of (A)
thirty (30) days after receipt of such notice and (B) one hundred eighty
(180) days after receipt of such notice or upon completion of cure by
Borrower if Borrower shall commence to cure such default within thirty (30)
days after receipt of such notice and shall diligently pursue such cure to
completion, (ii) the cure period, if any, permitted under the applicable
law, rule, regulation or order with Borrower shall have failed to comply or
(iii) any shorter period in which a cure of such violation should be
commenced in order to avoid an imminent material risk to human health,
upon three (3) business days' advance written notice to Borrower, Lender
may (i) declare an Event of Default under the Loan Documents and exercise
any and all remedies provided for therein, and/or (ii) do or cause to be
done whatever is necessary to cause the Land to comply with all Hazardous
Materials Laws and other applicable law, rule, regulation or order and the
cost thereof shall constitute an Expense hereunder and shall become
immediately due an payable without notice and with interest thereon at the
rate of 10% per annum until paid. Upon reasonable advanced written notice,
Borrower shall give to Lender and its agents and employees access to the
Land or Projects for the purpose of effecting such compliance and hereby
specifically grants to Lender a license, effective upon expiration of the
applicable cure period, if any, to do whatever if necessary to cause the
Land or Project to so comply, including, without limitation, to enter the
Land or Project and remove therefrom any Hazardous Materials.
9. RELEASE AND WAIVER
a. In consideration for the restructuring of the Loan
as provided herein, Borrower hereby releases and forever discharges (and
irrevocably and unconditionally waives as against) Lender, its direct or
indirect subsidiaries and all of such subsidiaries' respective affiliated
companies and subsidiaries (direct and indirect), predecessors, successors
and assigns, and each of their past, present and future officers,
shareholders, directors, agents and employees, and their respective heirs,
legal representatives, legatees, successors and assigns, from all liability
arising out of or resulting from any and all claims, controversies,
actions, causes of action, demands, debts, liens, contracts, agreements,
promises, representations, warranties, torts, damages, costs, attorneys'
fees, monies due on account, obligations judgments or liabilities of any
nature whatever at law or in equity, arising out of any agreement or
imposed by law or otherwise, from
10
the beginning of time, whether or not known at this time, heretofore or
hereafter, anticipated or unanticipated, suspected or claimed, fixed or
contingent, whether yet accrued or not, and whether damage has yet resulted
from the same or not (collectively, "Claims"), based on, arising out of or
relating in any manner to the Loan (prior to the date hereof), the Note,
the Loan Documents, any and all documents executed in connection with the
Loan or the Loan Documents, Lender's administration of the Loan any other
agreements between Lender and Borrower, as of the date hereof, or any oral
or written communication, correspondence or transactions between Lender or
its predecessors in interest and Borrower prior to the date hereof.
Borrower acknowledges that it may learn of circumstances bearing upon the
things and items released by this agreement for release contained in the
Section, but it is Borrower's intention by doing so and doing so and doing
the acts called for by this agreement for release, that this agreement for
release shall be effective as a full land final accord and satisfaction and
release of each and every thing and item released herein, whither known or
unknown, future or contingent. In furtherance of this intention, Borrower
acknowledges that Borrower is familiar with Section 1542 of the California
Civil Code, which provides as follows:
"A general release does not extent to claims which the creditor
does not know or suspect to exist in his favor at the time of executing the
release, which if know by him, must have materially affected his settlement
with the debtor."
Borrower hereby waives and releases any right which it has or may have
under Section 1542 of the California Civil Code to the full extent that
Borrower may lawfully waive all such rights and benefits pertaining only
and limited specifically to the things and items released herein.
b. Borrower hereby represents and warrants to lender
that (i) it has not assigned to any other person or entity any of its
Claims; (ii) this Extension Agreement, the Loan Documents and the
indebtedness and obligations they evidence or secure, are valid, binding
and enforceable on and against Borrower in accordance with their respective
terms, are in full force and effect, and are free from all defenses; and
(iii) there are no set-offs against Lender with regard to this Extension
Agreement, the Modification Documents or the Loan Documents nor any claims
or counter-claims against Lender with respect to this Extension Agreement,
the Modification Documents or the Loan Documents.
c. Without limiting the generality of the foregoing,
Borrower hereby acknowledges and agrees that there are no oral agreements
or understandings between or among any of the parties hereto with respect
to this Extension Agreement or the Loan Documents.
d. Borrower hereby agrees that the provision of this
Section 9 shall remain in full force and effect notwithstanding the
occurrence of an Event of Default under this Extension Agreement of the
Loan Documents and the exercise by Lender of its rights and remedies
hereunder or thereunder.
11
10. WAIVER OF JURY TRIAL. LENDER AND BORROWER HEREBY
KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH, THIS EXTENSION AGREEMENT, THE NOTE OR ANY
OTHER LOAN DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE LENDER OR
BORROWER. THIS PROVISION IS MUTUALLY AGREED TO IN RECOGNITION OF THE
COMPLEXITY OF THE LOAN AND THE MUTUAL DESIRE OF THE LENDER AND BORROWER TO
AVOID DELAYS IN THE RESOLUTION OF DISPUTES INVOLVING THIS EXTENSION
AGREEMENT. BORROWER ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR LENDER TO ENTER INTO THIS EXTENSION AGREEMENT.
11. NO AGREEMENT TO EXTEND OR MAKE FURTHER ADDITIONAL
ADVANCES. Nothing in this Extension Agreement, or in any prior course of
conduct, shall be construed to obligate Lender to make any future
additional advances under the Loan or to otherwise increase the amount of
the Loan or to extend the maturity of the Loan beyond the Extended Maturity
Date, and Borrower acknowledges that Lender has made no such agreement.
12. EVENTS OF DEFAULT. [Intentionally Deleted.]
13. BORROWER'S LIMITED RECOURSE LIABILITY. Lender agrees and
confirms with Borrower that the provisions of Paragraph 48 of the Deed of
Trust and that portion of the Note beginning with the third (3rd) full
grammatical paragraph on page 7 of the Note, remain in full force and
effect and are not modified, amended or altered by reason of this Extension
Agreement and in addition, apply in full to this Extension Agreement as if
fully set forth herein (provided, however, that for purposes of such
incorporation, all references to "Trustor" in paragraph 48 of the Deed of
Trust shall refer to "Borrower" herein and all references to "Beneficiary"
in such paragraph 48 shall refer to "Lender" herein and all references to
"this Deed of Trust" in such paragraph 48 shall refer to "this Extension
Agreement" herein).
14. SUBSEQUENT BANKRUPTCY. In the event Borrower becomes the
subject of any insolvency, bankruptcy, receivership, dissolution,
reorganization or similar proceeding, federal or state, voluntary or
involuntary, under any present or future law or act, Lender shall be
entitled to immediate and absolute lifting of any automatic stay as to the
enforcement of its remedies under the Loan and Modification Documents
against the Project, including specifically, but not limited to, the stay
imposed by Section 362 of the United States Federal Bankruptcy Code, as
amended. Borrower hereby irrevocably consents to the lifting of any such
automatic stay and will not contest any motion by Lender to lift such stay.
Borrower expressly acknowledges and, agrees not to take any contrary
position in any subsequent bankruptcy proceeding, that: (i) the Project is
not now and never will be necessary to any plan of reorganization of any
type; (ii) Borrower is a single asset entity with no employees; (iii)
Borrower has no creditors other than
12
Lender (except for a few creditors small in relation to Lender which relate
to operating expenses being paid as they come due); and (iv) any subsequent
bankruptcy filing by the Borrower to this loan extension will be in bad
faith for the sole purpose of delaying and frustrating the legitimate
efforts of Lender to enforce its rights. The provisions of this paragraph
are essential elements of Lender's consideration for entering into this
Extension Agreement.
15. LIMITED RECOURSE. As additional consideration for the
Loan extension herein granted, Borrower hereby agrees that its obligations
to pay the Loan in full on or before its Extended Maturity Date is
independent and separate from the rights and obligations between Lender and
Borrower that may arise in connection with Borrower's rights to purchase
the Land. Should Borrower fail to acquire title to the Land by reason of
default of Lender under any agreement with Borrower for the purchase and
sale of the Land, Borrower shall nevertheless be obligated under the Loan
Documents and this Extension Agreement to pay and discharge the
indebtedness and Borrower shall have no claim for damages against Lender
and its remedies against Lender shall be limited solely to those remedies
provided for in the agreement for the purchase and sale of the Land;
provided, however, that the Extended Maturity Date of the Loan shall be
extended for the period reasonably necessary for Borrower to file and
complete an action for specific performance.
16. DEFINED TERMS. Capitalized terms used, but not defined
herein, shall have the meaning provided for such terms in the Option To
Purchase or the Agreement of Purchase And Sale of Real Property And Escrow
Instructions, as the case may be.
17. FULL FORCE AND EFFECT. Except as expressly amended by
the Modification Documents, the Loan Documents remain in full force and
effect without amendment.
18. SATISFACTION OF CONDITIONS. The conditions in Section 5
hereof shall be deemed to have been satisfied or waived by Lender's
execution and delivery of this Extension Agreement.
19. COUNTERPARTS. This Extension Agreement may be executed
in multiple counterparts, each of which shall be deemed to be an original
agreement, and all of which shall constitute one such agreement by each of
the parties.
[ continued on next page ]
13
IN WITNESS WHEREOF, Borrower and Lender have caused this
Extension Agreement to be duly executed as of the date first written above.
BORROWER: XXXXXX-XXXXXXX PARTNERS,
a California general partnership
By: Carlyle Real Estate Limited Partnership-IX,
an Illinois limited partnership,
General Partner
By: JMB Realty Corporation,
a Delaware corporation,
General Partner
By: Xxxxx X. Xxxxxxxxx
Name:Xxxxx X. Xxxxxxxxx
(Print)
Title: Vice President
[continued on next page]
14
BORROWER: XXXXXX-XXXXXXX PARTNERS, (cont.)
By: Medical Office Buildings, Ltd.,
a Washington limited partnership,
General Partner
By: Xxxxxx Runstad Associates Limited Partnership, a
Washington limited partnership,
General Partner
By: Xxxxxx Runstad & Company,
a Washington corporation,
General Partner
By: Xxxxx Xxxxx
Name: Xxxxx Xxxxx
(Print)
Title: Vice President
[continue on next page]
15
LENDER: THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
a New Jersey corporation
By: Xxxxx Xxxxx
Its: Vice President
16
DESCRIPTION
PARCEL A:
XXX 0 XX XXXXX XX. 00000, XX THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849 PAGES 42 AND
43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT ALL OIL, GAS, MINERALS AND ALL OIL, GAS, MINERALS AND HYDROCARBON
SUBSTANCES LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF OF SAID
LAND, BUT NO RIGHT OF ENTRY UPON THE SURFACE OF SAID LAND, AS GRANTED TO
MORRISET, INCORPORATED, A CALIFORNIA CORPORATION, IN DEED RECORDED MARCH 5,
1968 AS INSTRUMENT NO. 2630 IN BOOK D-3931 PAGE 136, OFFICIAL RECORDS.
PARCEL B:
SUB-PARCEL 1:
EASEMENTS OVER XXX 0 XX XXXXX XX. 00000, IN THE CITY OF LOS ANGELES, COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849 PAGES
42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, FOR
MAINTAINING ANY PRESENTLY EXISTING ENCROACHMENTS OF WALLS AND FOR DRAINAGE
OF IRRIGATION AND RAIN WATER AS DESCRIBED IN PARAGRAPHS 3, 8 AND 5
RESPECTIVELY OF THE DECLARATION AND AGREEMENT OF RESTRICTIONS AND
RECIPROCAL EASEMENTS, DATED JANUARY 28, 1977 AND RECORDED IN THE OFFICIAL
RECORDS OF LOS ANGELES COUNTY, CALIFORNIA ON FEBRUARY 8, 1977 AS INSTRUMENT
NO. 77-135299, AS AMENDED BY THAT CERTAIN FIRST AMENDMENT TO DECLARATION
AND AGREEMENT OF RESTRICTIONS AND RECIPROCAL EASEMENTS DATED AS OF MAY 18,
1978, WHICH WAS RECORDED IN THE OFFICIAL RECORDS OF LOS ANGELES COUNTY,
CALIFORNIA, ON MAY 30,1978 AS INSTRUMENT NO. 78-576850.
SUB-PARCEL 2:
AN EASEMENT TO CONSTRUCT, MAINTAIN, REPAIR AND RECONSTRUCT A PEDESTRIAN
BRIDGE AND FOR PEDESTRIAN INGRESS AND EGRESS PURPOSES OVER A STRIP OF LAND,
DESCRIBED AS FOLLOWS:
THAT PORTION OF XXX 0 XX XXXXX XX. 00000, IN THE CITY OF LOS ANGELES,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849
PAGES 42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, INCLUDED WITHIN A STRIP OF LAND 24.00 FEET WIDE AND LYING 12 FEET
ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTER LINE:
BEGINNING AT THE EASTERLY TERMINUS OF THAT CERTAIN COURSE IN THE SOUTHERLY
LINE OF SAID LOT 1, WHICH HAS A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43
MINUTES 00 SECONDS EAST 169.92 FEET; THENCE NORTH 89 DEGREES 43 MINUTES 00
SECONDS WEST 12.47 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 00
DEGREES 17 MINUTES 00 SECONDS EAST 122.60 FEET.
DESCRIPTION
EXCEPT THAT PORTION OF SAID LOT 1 LYING BELOW AN ELEVATION OF 180.00 FEET
BASED ON THE U.S.G.S. DATUM, EFFECTIVE JULY 1, 1925, BY ORDINANCE XX. 00000
XX XXX XXXX XX XXX XXXXXXX. ALSO EXCEPTING THAT PORTION OF LOT 1, LYING
ABOVE AN ELEVATION OF 210.00 FEET BASED ON U.S.G.S. DATUM.
SUB-PARCEL 3:
AN EASEMENT TO CONSTRUCT, MAINTAIN, REPAIR AND RECONSTRUCT A PEDESTRIAN
BRIDGE AND FOR PEDESTRIAN INGRESS AND EGRESS PURPOSES OVER A STRIP OF LAND,
DESCRIBED AS FOLLOWS:
THAT PORTION OF XXX 0 XX XXXXX XX. 00000, IN THE CITY OF LOS ANGELES,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849
PAGES 42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, INCLUDED WITHIN A STRIP OF LAND 24.00 FEET WIDE AND LYING 12 FEET
ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTER LINE:
BEGINNING AT THE EASTERLY TERMINUS OF THAT CERTAIN COURSE OF THE SOUTHERLY
LINE OF SAID LOT 1, WHICH HAS A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43
MINUTES 00 SECONDS EAST 163.00 FEET; THENCE NORTH 89 DEGREES 43 MINUTES 00
SECONDS WEST 50.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 0
DEGREES 17 MINUTES 00 SECONDS EAST 10.00 FEET.
EXCEPT THAT PORTION OF SAID LOT 1, LYING BELOW AN ELEVATION OF 180.00 FEET
BASED ON THE U.S.G.S. DATUM, EFFECTIVE JULY 1, 1925, BY ORDINANCE XX. 00000
XX XXX XXXX XX XXX XXXXXXX.
ALSO EXCEPTING THAT PORTION OF SAID LOT 1, LYING ABOVE AN ELEVATION OF
210.00 FEET BASED ON SAID U.S.G.S. DATUM.
SUB-PARCEL 4:
A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS PURPOSES, AND ALSO FOR THE
PURPOSE OF PROVIDING ACCESS TO LOADING AREAS, TRASH ROOM, COOLING TOWER,
BOILER ROOMS, ELECTRICAL AND EQUIPMENT VAULTS, LAND OTHER MECHANICAL AND
STORAGE AREAS AS TO THE MEDICAL OFFICE BUILDINGS; ALSO FOR PROVIDING EXISTS
FROM THE MEDICAL OFFICE BUILDINGS AS MAY BE REQUIRED TO SATISFY BUILDING
CODES OF THE CITY OF LOS ANGELES; AND FOR PROVIDING TRUCK LOADING SPACES
FOR THE MEDICAL OFFICE BUILDING OVER A PARCEL OF LAND DESCRIBED AS FOLLOWS:
THAT PORTION OF XXX 0 XX XXXXX XX. 00000, IN THE CITY OF LOS ANGELES,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849
PAGES 42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF SAID LOT 1; THENCE ALONG THE
MOST EASTERLY LINE OF SAID XXX 0, XXXXX 00 DEGREES 02 MINUTES 35 SECONDS
EAST 58.60 FEET TO THE TRUE POINT OF BEGINNING; THENCE ALONG SAID EASTERLY
LINE SOUTH 01 DEGREES 02 MINUTES 35 SECONDS WEST 20.00 FEET; THENCE
PARALLEL WITH THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID
DESCRIPTION
XXX 0, XXXXXX X XXXXXXX XXX XXXXXXXX XX XXXXX 00 DEGREES 43 MINUTES 00
SECONDS EAST 164.2 FEET, NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 164.79
FEET TO THAT CERTAIN COURSE IN SAID SOUTHERLY LINE HAVING A BEARING AND
DISTANCE OF NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 40.43 FEET; THENCE
ALONG SAID SOUTHERLY LINE NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 1.83
FEET, SOUTH 71 DEGREES 39 MINUTES 00 SECONDS WEST 85.48 FEET, SOUTH 0
DEGREES 17 MINUTES 00 SECONDS WEST 10.36 FEET TO THE INTERSECTION WITH A
LINE WHICH IS PARALLEL WITH AND DISTANCE NORTHERLY 2.76 FEET, MEASURED AT
RIGHT ANGLES, FROM THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID LOT 1,
WHICH HAS A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS
EST 169.92 FEET; THENCE ALONG SAID PARALLEL LINE NORTH 89 DEGREES 43
MINUTES 00 SECONDS WEST 123.51 FEET; THENCE SOUTH 57 DEGREES 17 MINUTES 00
SECONDS WEST 5.07 FEET TO A POINT IN LAST MENTIONED CERTAIN COURSE; THENCE
ALONG SAID SOUTHERLY LINE NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 42.16
FEET, NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 47.69 FEET; THENCE LEAVING
SAID SOUTHERLY LINE NORTH 73 DEGREES 17 MINUTES 00 SECONDS EAST 7.22 FEET;
THENCE NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 18.00 FEET; THENCE SOUTH
89 DEGREES 43 MINUTES 00 SECONDS EAST 194.10 FEET; THENCE SOUTH 44 DEGREES
43 MINUTES 00 SECONDS EAST 13.01 FEET TO THE INTERSECTION WITH A LINE WHICH
IS PARALLEL WITH AND DISTANT NORTHERLY 58.60 FEET FROM THAT CERTAIN COURSE
IN THE SOUTHERLY LINE OF SAID LOT 1, HAVING A BEARING AND DISTANCE OF SOUTH
89 DEGREES 43 MINUTES 00 SECONDS EAST 164.28 FEET; THENCE ALONG SAID
PARALLEL LINE SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 205.78 FEET TO
THE POINT OF BEGINNING.
SUB-PARCEL 5:
A NON-EXCLUSIVE EASEMENT FOR THE PURPOSE OF MAINTAINING AN OPEN SPACE
UNOBSTRUCTED FROM GROUND TO SKY BETWEEN THE EXISTING CEDARS-SINAI MEDICAL
CENTER FACILITIES AND THE NEW MEDICAL OFFICE TOWERS. SAID OPEN SPACE TO BE
MAINTAINED FREE AND CLEAR OF ALL OBSTRUCTIONS FORM THE GROUND UP, EXCEPT
FOR A BRIDGE BETWEEN THE EXISTING MEDICAL CENTER AND THE NEW OFFICE TOWERS,
DESCRIBED AS FOLLOWS:
THAT PORTION OF XXX 0 XX XXXXX XX. 00000, IN THE CITY OF LOS ANGELES,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAY RECORDED IN BOOK 849
PAGES 42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF SAID LOT 1; THENCE ALONG THE
MOST EASTERLY LINE OF SAID XXX 0, XXXXX 00 DEGREES 02 MINUTES 35 SECONDS
EAST 60.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE ALONG SAID EASTERLY
LINE SOUTH 01 DEGREES 02 MINUTES 35 SECONDS WEST 21.40 FEET; THENCE
PARALLEL WITH THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID LOT 1,
HAVING A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS
EAST 164.28 FEET, NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 164.79 FEET
TO THAT CERTAIN COURSE ON SAID SOUTHERLY LINE HAVING A BEARING AND DISTANCE
OF NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 40.43 FEET; THENCE ALONG SAID
SOUTHERLY LINE, NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 1.83 FEET, SOUTH
71 DEGREES 39 MINUTES 00 SECONDS WEST 85.48
DESCRIPTION
FEET, SOUTH 0 DEGREES 17 MINUTES 00 SECONDS WEST 13.12 FEET, NORTH 89
DEGREES 43 MINUTES 00 SECONDS WEST 169.92 FEET, NORTH 0 DEGREES 17 MINUTES
00 SECONDS EAST 60.00 FEET TO THE INTERSECTION WITH A LINE WHICH IS
PARALLEL WITH AND DISTANT NORTHERLY 60.00 FEET, MEASURED AT RIGHT ANGLES
FROM THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID LOT 1, HAVING A
BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 169.92
FEET; THENCE ALONG SAID PARALLEL LINE SOUTH 89 DEGREES 43 MINUTES 00
SECONDS EAST 416.00 FEET TO THE POINT OF BEGINNING.
SUB-PARCEL 6:
A NON-EXCLUSIVE EASEMENT FOR THE PURPOSE OF CONSTRUCTING AND MAINTAINING
PEDESTRIAN INGRESS AND EGRESS AND FOR THE PURPOSE OF MAINTAINING LEGAL
EXISTS TO AND FROM THE MEDICAL OFFICE BUILDING CONSTRUCTED ON XXX 0 XX
XXXXX XX. 00000 AND ALSO FOR THE PURPOSE OF MAINTAINING OPEN SPACE
UNOBSTRUCTED FROM GROUND TO SKY BETWEEN THE EXISTING CEDARS-SINAI MEDICAL
CENTER FACILITIES AND THE MEDICAL OFFICE BUILDING, SAID OPEN SPACE TO BE
MAINTAINED FREE AND CLEAR OF ALL OBSTRUCTIONS FROM THE GROUND UP, EXCEPT
FOR A BRIDGE BETWEEN THE EXISTING MEDICAL CENTER AND THE SAID OFFICE
BUILDING DESCRIBED AS FOLLOWS:
A PORTION OF XXX 0 XX XXXXX XX. 00000, IN THE CITY OF LOS ANGELES, COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849 PAGES
42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT 1; THENCE ALONG THE
SOUTHERLY LINE OF SAID XXX 0, XXXXX 00 DEGREES 43 MINUTES 00 SECONDS EAST
163.00 FEET; THENCE LEAVING SAID SOUTHERLY LINE, NORTH 0 DEGREES 17 MINUTES
00 SECONDS EAST 8.11 FEET; THENCE NORTH 89 DEGREES 43 MINUTES 00 SECONDS
WEST 130.70 FEET; THENCE SOUTH 62 DEGREES 53 MINUTES 33 SECONDS WEST 6.76
FEET; THENCE NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 26.36 FEET TO THE
MOST WESTERLY LINE OF SAID LOT 1; THENCE ALONG SAID WESTERLY LINE SOUTH 0
DEGREES 28 MINUTES 45 SECONDS EAST 5.00 FEET TO THE POINT OF BEGINNING.
EXCEPT THOSE AREAS OF THIS PARCEL OCCUPIED BY THREE EXISTING CONCRETE
COLUMNS.
SUB-PARCEL 7:
A NON-EXCLUSIVE EASEMENT FOR THE PURPOSE OF CONSTRUCTING AND MAINTAINING
PEDESTRIAN INGRESS AND EGRESS AND FOR THE PURPOSE OF MAINTAINING LEGAL
EXISTS TO AND FROM THE MEDICAL OFFICE BUILDINGS CONSTRUCTED ON XXX 0 XX
XXXXX XX. 00000, DESCRIBED AS FOLLOWS:
A PORTION OF XXX 0 XX XXXXX XX. 00000, IN THE CITY OF LOS ANGELES, COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849 PAGES
42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
INCLUDED WITHIN A STRIP OF LAND 2.10 FEET WIDE AND 169.92 FEET LONG, THE
SOUTHERLY LINE OF SAID STRIP OF LAND DESCRIBED AS FOLLOWS:
DESCRIPTION
BEGINNING AT THE EASTERLY TERMINUS OF THAT CERTAIN COURSE IN THE SOUTHERLY
LINE OF SAID LOT 1, WHICH HAS A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43
MINUTES 00 SECONDS EAST 169.92 FEET; THENCE ALONG SAID CERTAIN COURSE NORTH
89 DEGREES 43 MINUTES 00 SECONDS WEST 169.92 FEET.
THE SIDELINES OF SAID 2.10 FOOT WIDE STRIP OF LAND ARE TO BE PROLONGED OR
SHORTENED SO AS TO BEGIN IN THAT CERTAIN COURSE IN SAID SOUTHERLY LINE
HAVING A BEARING AND DISTANCE OF NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST
13.12 FEET, AND SO AS TO END IN THAT CERTAIN COURSE IN SAID SOUTHERLY LINE
HAVING A BEARING AND DISTANCE OF NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST
112.60 FEET.
SUB-PARCEL 8:
A NON-EXCLUSIVE EASEMENT FOR THE PURPOSE OF CONSTRUCTING AND MAINTAINING
PEDESTRIAN INGRESS AND EGRESS FOR THE PURPOSE OF INSTALLING AN UNDERGROUND
PIPE AND FILLER CONNECTED TO AN UNDERGROUND FUEL TANKS AND FOR VEHICULAR
ACCESS FOR FILLING AND MAINTAINING FUEL TANKS AND FOR THE PURPOSE OF
MAINTAINING LEGAL EXISTS TO AND FROM THE MEDICAL OFFICE BUILDING
CONSTRUCTED ON XXX 0 XX XXXXX XX. 00000, DESCRIBED AS FOLLOWS:
A PORTION OF XXX 0 XX XXXXX XX. 00000, XX THE CITY OF LOS ANGLES, COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 849 PAGES 42
AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF SAID LOT 1; THENCE ALONG THE
MOST EASTERLY LINE OF SAID XXX 0, XXXXX 00 DEGREES 02 MINUTES 35 SECONDS
EAST 36.30 FEET TO THE TRUE POINT OF BEGINNING; THENCE ALONG SAID EASTERLY
LINE, SOUTH 01 DEGREES 02 MINUTES 35 SECONDS WEST 10.00 FEET TO A POINT;
THENCE PARALLEL WITH THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID LOT
1, HAVING A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS
EAST 164.28 FEET, NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 164.63 FEET
TO THAT CERTAIN COURSE IN SAID SOUTHERLY LINE, HAVING A BEARING AND
DISTANCE OF NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 40.43 FEET; THENCE
ALONG SAID SOUTHERLY LINE, NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST 10.00
FEET TO THE INTERSECTION WITH A LINE PARALLEL WITH AND DISTANT NORTHERLY
36.30 FEET, MEASURED AT RIGHT ANGLES FROM THAT CERTAIN COURSE IN SAID
SOUTHERLY LINE HAVING A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES
00 SECONDS EAST 164.28 FEET; THENCE ALONG SAID PARALLEL LINE, SOUTH 89
DEGREES 43 MINUTES 00 SECONDS EAST 164.76 FEET TO THE TRUE POINT OF
BEGINNING.
SUB-PARCEL 9:
AN EASEMENT FOR INGRESS AND EGRESS OVER A PORTION OF XXX 0, XXXXX XX.
00000, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 849 PAGES 42 AND 43 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
DESCRIPTION
BEGINNING AT THE MOST SOUTHEASTERLY CORNER OF SAID LOT 1; THENCE ALONG THE
MOST EASTERLY LINE 58.60 FEET TO THE TRUE POINT OF BEGINNING; THENCE ALONG
SAID EASTERLY LINE SOUTH 01 DEGREES 02 MINUTES 35 SECONDS WEST 20.00 FEET;
THENCE PARALLEL WITH THAT CERTAIN COURSE IN THE SOUTHERLY LINE OF SAID LOT
1, HAVING A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS
EAST 164.28 FEET; THENCE NORTH 89 DEGREES 43 MINUTES 00 SECONDS WEST 207.72
FEET; THENCE SOUTH 77 DEGREES 31 MINUTES 88 SECONDS WEST 71.77 FEET; THENCE
SOUTH 0 DEGREES 17 MINUTES 00 SECONDS WEST 20.00 FEET TO THE INTERSECTION
WITH A LINE PARALLEL WITH AND DISTANT NORTHERLY 2.76 FEET, MEASURED AT
RIGHT ANGLES, FROM THAT CERTAIN COURSE IN SAID SOUTHERLY LINE HAVING A
BEARING AND DISTANCE OF SOUTH 89 DEGREES 43 MINUTES 00 SECONDS EAST 169.92
FEET; THENCE ALONG SAID PARALLEL LINE NORTH 89 DEGREES 43 MINUTES 00
SECONDS WEST 80.00 FEET; THENCE NORTH 0 DEGREES 17 MINUTES 00 SECONDS EAST
55.84 FEET TO THE INTERSECTION WITH A LINE PARALLEL TO AND DISTANT
NORTHERLY 58.60 FEET, MEASURED AT RIGHT ANGLES, FROM THAT CERTAIN COURSE IN
SAID SOUTHERLY LINE HAVING A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43
MINUTES 00 SECONDS EAST 169.92 FEET; THENCE ALONG SAID PARALLEL LINE SOUTH
89 DEGREES 43 MINUTES 00 SECONDS EAST 357.99 FEET TO THE POINT OF
BEGINNING.
EXCEPT THAT PORTION OF THIS DESCRIPTION WHICH LIES IN XXX 0 XX XXXX XXXXX
XX. 00000.
SUB-PARCEL 10:
AN EASEMENT TO CONSTRUCT, RECONSTRUCT AND MAINTAIN AN ELECTRICAL
TRANSFORMER VAULT SERVING THE MEDICAL OFFICE BUILDING AND TO LOCATE NEW
DOORS AND OPENINGS IN THE EXISTING PERIMETER RETAINING WALL AND ALSO, FOR
THE PURPOSE OF INGRESS AND EGRESS DESCRIBED AS FOLLOWS:
THAT PORTION OF XXX 0 XX XXXXX XX. 00000, IN THE CITY OF LOS ANGELES,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
849 PAGES 42 AND 43 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, INCLUDED WITHIN A STRIP OF LAND 44.00 FEET WIDE AND LYING 22.00
FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:
BEGINNING AT THE EASTERLY TERMINUS OF THAT CERTAIN COURSE IN THE SOUTHERLY
LINE OF SAID LOT 1, WHICH HAS A BEARING AND DISTANCE OF SOUTH 89 DEGREES 43
MINUTES 00 SECONDS EAST 169.92 FEET; THENCE NORTH 89 DEGREES 43 MINUTES 00
SECONDS WEST 71.93 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 0
DEGREES 17 MINUTES 00 SECONDS EAST 2.76 FEET.
