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HomeMy WebLinkAbout6/4/2008 - STAFF REPORTS - 2.K. .y V n H �Tannit </FOsL CITY COUNCIL STAFF REPORT �uv►L a��g DATE. Consent SUBJECT: GROUND LESSOR'S CONSENT, NONDISTURBANCE AND ATTORNMENT, AND ESTOPPEL AGREEMENT WITH AP-PALM SPRINGS AIRPORT LLC AND BANK OF AMERICA. FROM: DAVID H. READY, CITY MANAGER BY: DOUGLAS C. HOLLAND, CITY ATTORNEY RECOMMENDATION: Staff recommends that the City approve the attached Ground Lessor's Consent, Nondisturbance and Attornment, and Estoppel Agreement ("Consent") with AP-Palm Springs Airport LLC ("Lessee") and Bank Of America. STAFF ANALYSIS: The City entered into ground leases (Leases) with Lessee's predecessor in interest in 1988 with reference to three parcels of land owned by the City near the airport. Due to slow payment, and for other reasons, the Lease was amended in 1993 and 2002, and the City executed an additional Estoppel in 2002. Two buildings have been built on two the three parcels covered by the Leases. These buildings will become property of the City when the Lease, as amended, terminates in the year 2037. The Lessee has secured financing to construct a third building on the third parcel of land. In connection with that financing, it submitted to the City a standard Ground Lessor's Consent, Nondisturbance and Attornment, and Estoppel Agreement. The purpose of such an Consent is three-fold: 1) it serves as written documentation that the City consents to an assignment of Lessee's rights and obligations to the Lender in the event of Lessee's default of its obligations to the Lender; 2) it provides the Lender reassurance that the Lease is currently in force because the City makes representations that the Lessee is not currently in default; and 3) it further memorializes that the Lender understands that, should it acquire the Lessee's obligations under the Lease Agreement, it is obligated to the City to the same extent as the Lessee from which it acquired the Lease. 57728G.1 ITEM NO. City Council Staff Report May 28,2008 Ground Lessor's Agreement Pago 2 of 2 The City's discretion to reject the Agreement is extremely limited. Under the terms of the Leases, as amended, the Lessee is allowed to encumber its leasehold interest (but not the land itself) and requires the City to consent to an assignment by Lessee of its leasehold interest except when such assignment would be unreasonable. The City Attorney's office asked the Lessee to further amplify in the agreement that the City's underlying rights in the land are unaffected by the encumbrance of the Lessee's leasehold and the Lessee made conforming changes to the Agreement. The City's consent t�-he Agreement is necessary for the Lessee to complete its financing. Douglas Holland, City Attorney David Ready, ager Attachments: Proposed Ground Lessor's Consent, Nondisturbance and Attornment, and Estoppel Agreement 577186 1 0000 ,22 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Snell &Wilmer L.L.P, 600 Anton Boulevard, Suite 1400 Costa Mesa, California 92626 Attention: Coleen Gregory Space above for Recorder's use GROUND LESSOR'S CONSENT, NONDiSTURBANCE AND ATTORNMENT, AND ESTOPPEL AGREEMENT This Ground Lessor's Consent, Nondisturbance and Attornment, and Estoppel Agreement (this "Agreement") is dated as of May 2008, by and among CITY OF PALM SPRINGS, a municipal corporation ("Lessor"), AP-PALM SPRINGS AIRPORT LLC, a Delaware limited liability company ("Lessee"), and BANK OF AMERICA, N.A., a national ba,ilcmg association ("Agent") as agent for itself and each of the lenders (each a "Lender" and collectively "Lenders") under the Loan Agreement by and between Agent, Lenders and Lessee as "Borrower" dated as of May _, 2008 ("Loan Agreement"), with reference to the following facts and circumstances: A. Lessor and Lessee are parties to that certain Indenture of Lease Agreement No. 2528 dated as of May 1, 1988, as amended by that certain First Amendment to Lease Agreement #2528 dated as of April 28, 1993, that certain Second Amendment to Lease Agreement #2528 dated as October 21, 1993, that certain Third Amendment to Lease Agreement#2528 dated as of December 15, 1993, that certain Fourth Amendment to Lease Agreement No. 2528 dated as of October 25, 2000, and that certain Agreement and Estoppel of Ground Lessor for Lease No. 2528 dated as of January 7, 2002, by and among the City of Palm Springs, as lessor, and Truster, as lessee; (ii) that certain Indenture of Lease Agreement No. 2529 dated as of May 1, 1988, as amended by that certain First Amendment to Lease Agreement 42529 dated as of April 28, 1993, that certain Second Amendment to Lease Agreement 92529 dated as October 21, 1993, that certain Third Amendment to Lease Agreement 42529 dated as of December 15, 1993, that certain Fourth Amendment to Lease Agreement No. 2529 dated as of October 25, 2000, and that certain Agreement and Estoppel of Ground Lessor for Lease No. 2529 dated as of January 7, 2002, by and among the City of Palm Springs, as lessor, and Tnrstor, as lessee; and (iii) that certain Indenture of Lease Agreement No. 2636 dated as of November 3, 1998, as amended by that certain Amendment No. 1 to Indenture of Lease Agreement No. 2528 dated as of January 2, 1991, that certain Second Amendment to Lease Agreement #2636 dated as October 31, 1993, that certain Third Amendment to Lease Agreement #2636 dated as of December 15, 1993, that certain Fourth Amendment to Lease Agreement No. 2636 dated as of October 25, 2000, and that terrain Agreement and Estoppel of Ground Lessor for Lease No. 2636 dated as of January 7, 2002, (as amended and as may be hereafter amended from time to time, the "Current Ground Leases"), as more particularly described in Exhibit A attached hereto, pursuant to which Lessor has leased to Lessee, and Lessee has leased from Lessor, certain real property in the City of Palm Springs, Riverside Comity, California, as more particularly described on Exhibit B attached hereto (the"Pro e "). MCNIILL4SWPMS\872S50S 3 -1- B. Pursuant to that certain Construction Deed of Trust, Assignment, Security Agreement and Fixture Filing (Cali(ornia) dated as of 2008 (the "Deed of Trust"), made by Lessee, as trustor, to PRLAP, INC., a North Carolina corporation, as trustee, for the benefit of Agent in its capacity as Agent for the Lenders as Beneficiary, Lessee is granting a lien to Agent, for the benefit of Lenders, on all of Lessee's right, title and interest in the Property and the Lease (the "Tenant's Es'tatc"). It is the intent of Lessor and Lessee by way of this Agreement to provide certain rights to Agent (and any successor-in-interest to Aacnt, whether by designation, assignment, refinancing or otherwise) and Lenders with respect to the Current Ground Leases that they might not otherwise have as the holder of an encumbrance on the Property ("Encumbrance Holder"), Accordingly, this Agreement shall be interpreted as providing additional protections for the benefit of Agent, Lenders and their permitted assigns and the other parties hereto. Agent confirms and agrees that the Deed of Trust will not encumber or create a lien on the fee interest of Lessor in the Property or on any interest of Lessor as "Lessor" under the Current Ground Leases. C. In this Agreement, (i) the term "Tenant" shall mean and be deemed to refer to the holder of Tenant's Estate during any time that any obligation of Lessee to Agent and/or Lenders which is secured by the Deed of Trust remains unsatisfied, (ii) the tern "Transfer of the Properly" shall mean any transfer of Tenant's interest in the Property, including, but not limited to Tenant's right, title and interest under the Current Ground Leases, by foreclosure, trustee's sale or other action or proceeding for the enforcement of the Leasehold Mortgage (as hereinafter defined) or by deed or assignment in lieu thereof, and (iii) the term "Purchaser", shall mean any transferee, including Leasehold Mortgagee (as hereinafter defined), of the interest of Tenant as a result of any such Transfer of the Property and also includes any and all successors and assigns, including Agent or Lenders, of such transferee, (iv) the tern "Leasehold Mortgagee" shall mean Agent and Lenders, collectively, and any successor-in-interest to Agent or Lenders, whether by designation, assignment, refinancing or otherwise, and (v) the tern "Leasehold Mortgage" shall mean the Deed of Trust and any corresponding successor thereto. NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Lessor's Consent to Leasehold Mortgage. Lessor hereby consents to the lien of the Deed of Trust upon Lessee's interest under the Current Ground Leases. Agent confirms and agrees that the Deed of Trust will not encumber or create a lien on the fee interest of Lessor in the Property or on any interest of Lessor as "Lessor" under the Current Ground Leases. Lessor hereby consents to the assignment of the Lessee's leasehold interest tuder the Current Ground Leases pursuant to the terms of the Deed of Trust. Lessor acknowledges and agrees that any limitations set forth in the Current Ground Leases regarding the Transfer of the Property or the sale or transfer of Lessee's interest thereunder shall be inapplicable to any sale of Lessee's interest under the Current Ground Leases which may be effected in connection with any judicial or non judicial foreclosure of the Deed of Trust. The Current Ground Leases may be assigned without Lessor's further consent to Agent, any Lender or to any other person or entity, pursuant to a foreclosure of, or trustee's sale under the Deed of Trust, or pursuant to an assignment of Lessee's interest in Current Ground Leases in lieu of foreclosure NICMILL\SWDNWS71NS09 i -7- 0000Sc 2. Request for Notices. Agent shall be deemed to have requested notice under the Current Ground Leases for all notices that are either required to be given under the; terms of the Current Ground Leases or which are specifically authorized to be given under Current Ground .Leases in order for a party to pursue its rights. This includes, without limitation, any notice of default, notice to terminate and any other notice under the Current Ground Leases which is required to implement any term of the Current Ground Leases or to make any election provided in the Current Ground Leases. Lessor and Lessee shall deliver or mail in the United States mail, postage prepaid, to Agent a duplicate and concurrent copy of any such notice. Agent shall not be required to make any further request for notice. 3_ Nondisturbanee. Lessor agrees that the enforcement of the Deed of Trust shall not terminate the Current Ground Leases or disturb any Purchaser, including Agent or any Lender if it should be the Purchaser, in obtaining the right of, and coettinuing as, lessee (as successor-in- interest to Lessee) in the possession and use of the Property, unless, after such foreclosure, such Purchaser fails to cure any default under the Current Ground Leases susceptible to cure by such Purchaser, in accordance with the terms of this Agreement. This nondisturbance applies to any option to extend or renew the Current Ground Leases term which is set forth in the Current Ground Leases as of the date of this Agreement, or which is later entered into between Lessor and Lessee with the consent of Agent. This nondisturbance shall be effective and self-operative without the execution of any further instruments upon Purchaser's succeeding to the interest of the lessee under the Current Ground Leases. Upon completion of any foreclosure or trustee's ,sale proceedings by Agent or Lenders under the Deed of Trust (or completion of an assi.-nment of the Current Ground Leases in lieu of foreclosure), Lessor will recognize Agent, Lenders, or any other successor thereby to Lessee's interest in the Current Ground Leases, as the lessee under the terms of the Current Ground Leases for all purposes thereunder and for the remaining term thereof. 4. Attornment. Subject to Section 3 above, if any Transfer of the Property should occur, any Purchaser, including Agent or Lenders, if either should be the Purchaser, shall, and hereby does, attorn to Lessor, as the landlord under the Current Ground Leases, and Purchaser shall be bound to Lessor under all of the terms, covenants and conditions of the Current Ground Leases for the balance of die Current Ground Leases' respective terns and any extensions or renewals of it which may then or later be in effect under any validly exercised extension or renewal option contained in the Current Ground Leases, all with the same force and effect as if Purchaser had been the original lessee under the Current Ground Leases- 5- Limitation on Agent's Performance: Agent's Rights Pnpr to Foreclosure. Nothing in this Agreement shall be deemed to construed to be an agreement by Agent or Lenders to perform any covenant of Lessee as lessee under the Current Ground Leases, unless and until Agent or Lenders become a Purchaser and succeeds to the rights and obligations of lessee under the Current Ground Leases. Lessor agrees that, if Agent or Lenders become a Purchaser, then, upon subsequent transfer of the Property by Agent or Lenders to a new owner, Agent or Lenders shall have no further liability Linder the Current Ground Leases after said transfer. Agent or Lenders may, but shall not be required to, pay any of the rent due under the Current Ground Leases, procure and maintain any insurance, pay any taxes or other impositions, make any repairs or improvements, make any election (such as an election to extend the tern or coverage of the Current Ground Leases, if that were provided in die Current Ground Leases), and do any other MCMILLJ\tiWDNISN879R50R 3 -3- act required of Lessee by the terns of the Current Ground Leases in order to cure a default of Lessee, prevent a forfeiture of the Current Ground Leases, or otherwise protect its interest in the Tenant's Estate. Any such payment or act by Aacm or Lenders shall be as effective hereunder as if done by Lessee, and may be done by Agent or Lenders without assuming the obligations of Lessee under the Current Ground Leases and without causing a default under the Cun,ent Ground Leases, and Lessor shall accept such payment or act by or at the instance of Agent or Lenders as if the same had been made by Lessee. In this regard, Aacnt or Lenders, pursuant to the terms of the Deed of Trust and for purposes of protecting its interest in the Tenant's Estate, may seek a court-appointed receiver to enter into possession and control of the Property. 6. Limitation of Agent's Obligations. Agent or Lenders, if they become the Purchaser or if they takes possession under the Deed of Trust, or any other Purchaser, shall not (a) be liable for any damages or other relief attributable to any act or omission of any prior lessees tinder the Current Ground Leases, including Lessee (excepting Lhe cure of existing defaults under the Current Ground Leases to the extent that such Purchaser has knowledge of such defaults); or (b) be bound by any modification or aunendinent of or to the Current Ground Leases unless the amendment or modification shall have been approved in writing by Agent. 7, Mortgagee Protection Provisions. Agent or Lenders shall be deemed to be a third party beneficiary of the Current Ground Leases with respect to any and all provisions of the Current Ground Leases, if any, which benefit a lender("Mortgagee Protection Provisions"). This section is intended to supplement and not to limit any Mortgagee Protection Provisions in the Current Ground Leases. Notwithstanding anything to the contrary in the Current Ground Leases, Lessor may terminate the Current Ground Leases because of a default thereunder (where termination is an available remedy under the Current Ground Leases) only alter Lessor, in accordance with the Current Ground Leases and this Agreement, has delivered or mailed notice of such termination to Agent at the address set forth herein, specifying such default, and Agent and Lenders shall have the cure rights provided in the Mortaaace Protection Provisions of the Current Ground Leases- S. No Amendments. (a) So long as the Deed of Trust is in effect, then except with respect to termination of the Current Ground Leases as a result of a default as pennitted herein, the Current Ground Leases will not be voluntarily canceled, surrendered, ternmated, amended, modified or in any manner altered, or any provisions thereof waived or deferred by Lessee,without the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Lessor and Lessee covenant and agree to cooperate in executing such additional documents as may reasonably be requested by Agent as are reasonably necessary and are for the purpose of implementing the Current Ground Leases and this Agreement, including, without limitation, the Mortgagee Protection Provisions contained in the Current Ground Leases or herein and allowing Agent reasonable means to protect or preserve the lien of the Deed of Trust on the occurrence of a default by Lessee hereunder. 9. No Merger. So long as the Deed of Trust is in effect, Tenant's Estate will not merge with Lessor's fee estate in the Property by reason of the fact that (a) Tenant's Estate is acquired by WICMILLJ\ti1kDN1MR72950R,1 -4- Lessor, or(b) Lessor's fee estate is acquired by Lessee, and no merger shall otherwise operate to defeat any lien held by Agent or Leaders. While the Deed of Trust is in effect, Lessor shall not transfer its fee interest in the Property unless such transfer is made subject to the Current Ground Leases and this Agreement. 10. Sublease. Lessor hereby consents to Lessee's grant to Agent and Lenders of a security interest in the personal property owned by Lessee and located at the Property and a collateral assignment of subleases by Lessee of all or any portion of the Property and the rents, issues and profits therefrom, if any. Lessor agrees that any interest Lessor may have in such personal property or subleases, as the case may be, whether granted pursuant to the Current Ground Leases or by statute, shall be subordinate to the interest of Agent and Lenders under the Deed of Trust. For so long as the Current Ground Leases or any new lease shall be in effect, Lessor shall not disturb the possession, interest or quiet enjoyment of any subtenant. 11. Insurance Proceeds; Condemnation Awards. Notwithstanding anything to that contrary in the Current Ground Leases, in the event of any damage to or destruction of the Property or any portion thereof or interest therein, upon the request of Agent, the proceeds of Lessees insurance shall be deposited with Agent and shall be applied in accordance with the applicable provisions of the Deed of Trust. It is understood and acknowledged that the failure to apply the insurance proceeds to repair and reconstruction of the Property shall not limit, restrict or in any way waive Lessee's obligation to repair and reconstruct the Property following an event of damage and destruction as more specifically provided in the Current Ground Leases. Lessor acluiowledges that Lessee's interest in its portion of any condemnation proceeds to which it is entitled under the Current Ground Leases shall be. applied in accordance with the applicable provisions of the Deed of Trust and the Loan Documents (as defined in the Deed of Trust). Nothing herein shall be construed to effect, in any way, any separate insurance or condemnation proceeds payable to Lessor based upon Lessor's fee interest in the Property, or otherwise separate insurance or condemnation proceeds from those proceeds attributable to Lessee's leasehold estate in the Property and interest in the improvements located thereon. 12. Recourse A_ainst Agent. Lessor's recourse against Agent or Lenders shall be expressly limited to Agent's or Lenders' interest in the Current Ground Leases. 13. Ground Lessor's Estoppel Certificate. (a) True and Complete Lease. Lessor represents and warrants to Agent and Lenders that Exhibit A accurately identifies the Current Ground Leases and all amendments, supplements, side letters and other agreements and memoranda pertaining to the Current Ground Leases, the leasehold estate and/or the Property. (b) No Default. As of the date of this Agreement, Lessor represents and warrants that, to the best of Lessor's knowledge, there exist no events of default or events that, with notice or the passage of time or both, would be events of default under the Current Ground Leases ou the part of Lessor or Lessee. Lessor represents and warrants that the Current Ground Leases are in full force and effect as of the date of this Agreement. iMCMILLJ\SWDMS871X50A 3 -5- dJ60067 (c) No Other Leases. To the best of Lessor's knowledge and belief, as of the date of this Agreement, there are no leases, options or other agreements regarding transfer of any interest in, or otherwise materially affecting the Property other than the Current Ground Leases. (d) No Advance Payments. No rent or other SLIMS payable under the Current Ground Leases have been paid more than thirty (30) days in advance- (e) No Prior Assignments. Lessor has not received notice of any prior assignment, hypothecation or pledge of Lessee's interest in the Current Ground Leases. (f) No Pendin Liti ationNiolations. Lessor has riot received notice of any litigation pending, proposed or threatened against or in connection with the Property or the Current Ground Leases. Lessor has not sent or, to the best of Lessor's knowledge and belief, received any written notice that the Property, or any part thereof, is in violation of aziy laws, ordinances or regulations which could materially affect any of Lessee's rights or materially increase any of Lessee's obligations under the Current Ground Leases. (g) Hazardous Substances. Except for such legal and commercially reasonable use by Lessor, Lessee and any subtenant, Lessor has no actual knowledge that any Hazardous Substance is present or has been used, generated, released, discharged, stored or disposed of by any party on, under, in or about the Property. As used herein, "Hazardous Substance" means any substance, material or waste (including petroleum and petroleum products), which is designated, classified or regulated as being "toxic" or "hazardous" or a "pollutant" or which is similarly designated, classified or regulated under any federal, state or local law, regulation or ordinance. 14. Authorization. Lessor and Lessee represent that Lessor and Lessee each have the necessary power and authority to execute this Agreement and each have obtained all of the consents or approvals of all parties necessary to effectuate the terms of this Agreement. 15. Termination of Agreement. This Agreement shall tenninate when the obligations secured by the current Leasehold Mortgage have been paid in hill; it being understood and agreed that this Agreement shall survive any transfer or assignment of Tenant's interest in the Current Ground Leases. 16, Address of Agent. Bank of America,N.A. 5 Park Plaza, Suite 500 Irvine, California 92614 Atlas: Angie Phan with a copy to : Snell&Wilmer L.L.P. 600 Anton Boulevard, Suite 1400 Costa Mesa, California 92626 Attn: Victor J. Roelmi 111, Esq. MCMIlLn9WDMS\8728508 3 -6- l� H1 tJ flU i�� C9 17. Integration. This Agreement integrates all of the terms and conditions of the parties' agreement regarding Lessor's consent to the Deed of Trust, attornmenL, nondisturbance, and the other matters contained herein. This Agreement supersedes and cancels all oral negotiations and prior and other writings with respect to such attornment, non-disturbance and other matters contained herein. This Agreement may not be modified or amended except by a written agreement signed by the parties or their respective successors-in-interest. 18. Counterparts. This Agreement may be exectited in one or more counterparts, each of wlilch shall be deemed an original, but all of which together constitutes one and the same instrument. [Signatures appear on folio wing page.] MCM1LW15WDM518738508.3 -7- IN WITNESS WHEREOF, this Agreement has boon executed by the parties hereto as of the date first set forth above. LESSOR: APPROVED AS TO FORM CITY OF PALM SPRINGS, a nnmicipal corporation City Attorney By: Date- Name: Title: TENANT: AP-PALM SPRINGS AIRPORT LLC, a Delaware limited liability company By DGA-Properties II LLC, a Delaware limited liability company its manager By: Abbey-Properties LLC, a California limited liability company, its Manager By: Name: Title: APPROVED BY AGENT: BANK OF AMERICA,N.A., a national banking association By: Name: Title: NICMILLJ\SWOMS\971S5U8 3 S-1 EXHIBIT A DESCRIPTION OF THE LEASE That certain leasehold estate of the Property set forth in Exhibit B to this Agreement. The Current Ground Leases is evidenced by the following documents and instruments: 1. That certain Indenture of Lease Agrccment No. 2528 dated as of May 1, 1988, as amended by that certain First Amendment to Lease Agreement 92528 dated as of April 28, 1993, that certain Second Amendment to Lease Agreement 42528 dated as October 21, 1993, that certain Third Amendment to Lease Agreement 42528 dated as of December 15, 1993, that certain Fourth Amendment to Lease Agreement No. 2528 dated as of October 25, 2000, and that certain Agrccment and Estoppel of Ground Lessor for Lease No. 2528 dated as of January 7, 2002, by and among the City of Palm Springs, as lessor, and AP-Palm Springs Airport LLC, as lessee; 2. That certain Indenture of Lease Agreement No. 2529 dated as of May 1, 1988, as amended by that certain First Amendment to Lease Agreement#2529 dated as of April 28, 1993, that certain Second Amendment to Lease Agreement #2529 dated as October 21, 1993, that certain Third Amendment to Lease Agreement #2529 dared as of December 15, 1993, that certain.Fourth Amendment to Lease Agreement No. 2529 dated as of October 25, 2000, and that certain Agreement and Estoppel of Ground Lessor for Lease No. 2529 dated as of January 7, 2002, by and among the City of Palm Springs, as lessor, and AP-Palm Springs Airport LLC, as lessee; 3. That certain Indenture of Lease Agreement No. 2636 dated as of November 3, 1988, as amended by that certain Amendment No. 1 to Indenture of Lease Agreement No. 2528 dated as of January 2, 1991, that certain Second Amendment to Lease Agreement 42636 dated as October 31, 1993, that certain Third Amendment to Lease Agrccment 42636 dated as of December 15, 1993, that certain Fourth Amendment to Lease Agreement No. 2636 dated as of October 25, 2000, by and among the City of Palm Springs, as lessor, and AP-Palm Springs Airport LLC, as lessee; and 4. That certain Agrccment and Estoppel of Ground Lessor for Lease No. 2636 dated as of January 7, 2002,by and among the City of Palm Springs, as lessor, and AP-Palm Springs Airport LLC, as lessee. MCM ILUI SNDMM8728508,1 A-1 EXHIBIT B LEGAL DESCRIPTION OF THE PROPERTY (To be Inserted) NICNIILLASWDMS\872WS.3 B-1 O �4ll i,N Ji� ACKNOWLEDGEMENT State of California County of On before me, ., (here insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PEIUURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) MCMI W]�SwpMSM29508 3 ACKNOWLEDGEMENT State of California County of On before me, (here insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to we that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signaturc(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) NICNI I LUI SWCMS\8II8508.3 ACKNOWLEDGEMENT State of California County of On before me, (here insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/lier/their authorized capacity(ies), emd that by his/her/their signatme(s) on the instr u rent the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument, I certify under PENALTY OF PERJURY raider the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature --.__ _ (Seal) MCMILLI5WDMS\8720500 3 0 0 0 a I