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<br />After recording, return to: I ~ ~~~ ' ;= ~ ~ ~ ~
<br />i~~~o~i~ee~~:;~~~e @ l~' WN ~M E tt Ti
<br />Suite 1200 ~' " u-tV1 B E ~'%f~
<br />Irvine, CA 92612 ~ ~A NYE L L ell
<br />
<br />RE: Store #1782 - 2010 W. 2nd Street, Grand Island, Nebraska (Hall County) ~ w ~
<br />
<br />SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT ~
<br />
<br />
<br />This Subordination, Non-Disturbance and Attornment Agreement (this "Agreement") is
<br />entered into as of December W2~ 2007 by and among Victoria Land Partners, L.P., a
<br />California limited partnership ("Landlord"), having an address c/o the Midtown Niki Group, 3655
<br />Nobel Drive, Suite 650, San Diego, California 92122; Fazoli's Restaurants, LLC, a Delaware
<br />limited liability company, as successor by merger with Fazoli's Restaurants, Inc. ("Tenant"),
<br />whose address is 2470 Palumbo Drive, Lexington, Kentucky; and Citicorp Leasing, Inc., a
<br />Delaware corporation ("Lender"), whose address is 2600 Michelson Drive, Suite 1200, Irvine,
<br />California 92612.
<br />
<br />RECITALS:
<br />
<br />WHEREAS, Tenant is the present lessee, and Landlord is the current lessor, under a
<br />Ground Lease dated September 26, 1997 between Seazona Properties, Ltd., a California limited
<br />partnership; Brian C. Malk Trust dated February 3, 1981; Peter A. Zarcades Separate Property
<br />Trust dated October 29, 1980; J. Gerald Lipschitz and Ann F. Lipschitz; and Smith Family Trust;
<br />collectively as lessor, and Tenant, as lessee, as subsequently assigned under an Assignment of
<br />Lease dated December 31, 2004 between Seazona Properties, Ltd.; Brian C. Malk Trust dated
<br />February 3, 1981; Peter A. Zarcades Separate Property Trust dated October 29, 1980; and J.
<br />Gerald Lipschitz and Ann F. Lipschitz; collectively as assignor, and Landlord, as assignee (as the
<br />same may be amended, assigned or extended, the "Lease"), demising a portion of the premises at
<br />2010 W. 2nd Street, Grand Island, Nebraska, and more particularly described on Exhibit A (the
<br />"Leased Premises") and
<br />
<br />WHEREAS, Lender is or will be the holder of a deed of trust covering the Leased ,,'
<br />Premises which deed of trust is recorded with Hall County Registry of Deeds, Book OlCO~
<br />Page (the "Deed of Trust"). ~
<br />
<br />NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
<br />consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
<br />agree as follows:
<br />
<br />Section 1. Tenant represents and warrants to Lender as follows: (a) Tenant has accepted
<br />possession and currently occupies the Leased Premises pursuant to the terms of the Lease, and
<br />the Lease is in full force and effect; (b) the Lease as described above has not been further
<br />modified, altered or amended; (c) there are no offsets or credits against rentals, nor have rentals
<br />been prepaid except as provided by the Lease terms; (d) the Lease term commenced on October
<br />
<br />NEWYI\8167124.4
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