Exhibit 10.7
A.CERTAIN INFORMATION (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS
DOCUMENT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO
THE REGISTRANT IF PUBLICLY DISCLOSED
RECORDING REQUESTED BY
WHEN RECORDED MAIL TO:
Bruce D. Hickey, Esq.
Dechert LLP
One International Place, 40th Floor
100 Oliver Street
Boston, MA 02110
ORDER NO. 00101039
SPACE ABOVE THIS LINE FOR RECORDER'S USE
THE UNDERSIGNED GRANTOR(s) DECLARE(s)
DOCUMENTARY TRANSFER TAX is $0.00
CITY TAX $0.00
No transfer tax is due because the Lease term is less than 35 years.
MEMORANDUM OF LEASE, FEE AND LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND
RENTS, SECURITY AGREEMENT AND FIXTURE FILING
MEMORANDUM OF LEASE, FEE AND LEASEHOLD DEED OF TRUST, ASSIGNMENT OF LEASES AND
RENTS, SECURITY AGREEMENT AND FIXTURE FILING
Dated as of February 5, 2019
by and between
CUBIC CORPORATION
and
BANKERS COMMERCIAL CORPORATION
and
CHICAGO TITLE COMPANY, as Deed of Trust Trustee
for the benefit of
BANKERS COMMERCIAL CORPORATION, as Lessor
TABLE OF CONTENTS
Page
SECTION 1.
DEFINITIONS AND INTERPRETATION.
2
SECTION 2.
ACCEPTANCE AND APPROVAL.
6
SECTION 3.
LEASE OF LEASED PROPERTY; PAYMENT AND PERFORMANCE OF OBLIGATIONS.
6
SECTION 4.
LEASE TERM.
6
SECTION 5.
NOTICE OF PURCHASE OPTIONS.
7
SECTION 6.
LESSEE GRANT OF LIEN AND SECURITY INTEREST.
7
SECTION 7.
REMEDIES.
7
SECTION 8.
REMEDIES NOT EXCLUSIVE.
12
SECTION 9.
OTHER COVENANTS.
13
SECTION 10.
DUTY OF LESSOR.
13
SECTION 11.
POWERS COUPLED WITH AN INTEREST.
13
SECTION 12.
AUTHORIZATION OF FINANCING STATEMENTS.
14
SECTION 13.
SECURITY AGREEMENT UNDER UCC.
14
SECTION 14.
LESSOR'S MORTGAGE IN FAVOR OF LESSEE'S DEED OF TRUST TRUSTEE.
15
SECTION 15.
INCORPORATION INTO LEASE.
16
SECTION 16.
NOTICE TO POTENTIAL CLAIMANT.
16
SECTION 17.
RATIFICATION.
16
SECTION 18.
ASSIGNMENT OF LEASE, THE CONSTRUCTION AND DEVELOPMENT AGREEMENT AND LIENS.
17
SECTION 19.
NOTICES.
17
SECTION 20.
SEVERABILITY.
17
SECTION 21.
AMENDMENTS IN WRITING; CUMULATIVE REMEDIES.
17
SECTION 22.
SECTION HEADINGS.
17
SECTION 23.
SUCCESSORS AND ASSIGNS.
17
SECTION 24.
PARTIAL RELEASE; FULL RELEASE.
18
SECTION 25.
FUTURE ADVANCES; CONSTRUCTION RELATED PROVISIONS.
18
SECTION 26.
CERTAIN POWERS OF DEED OF TRUST TRUSTEE:
SUBSTITUTION OF DEED OF TRUST TRUSTEE.
18
-i-
SECTION 27.
SUCCESSOR COLLATERAL AGENT.
19
SECTION 28.
CERTAIN ACKNOWLEDGMENTS AND AGREEMENTS OF LESSEE.
19
SECTION 29.
COUNTERPART EXECUTION.
21
SECTION 30.
WAIVER OF CERTAIN RIGHTS.
21
SECTION 31.
REFERENCES.
21
SECTION 32.
CALIFORNIA PROVISIONS.
TO THE EXTENT PERMITTED BY, AND SUBJECT TO, APPLICABLE
LAWS AND REGULATIONS:
22
SECTION 33.
GOVERNING LAW.
24
SECTION 34.
DEED OF TRUST TRUSTEE PROVISIONS.
24
EXHIBIT A
Legal Description of Site
Appendix I
Definitions
-ii-
MEMORANDUM OF LEASE, FEE AND LEASEHOLD DEED OF TRUST,
ASSIGNMENT OF LEASES AND RENTS,
SECURITY AGREEMENT AND FIXTURE FILING
This Memorandum of Lease, Fee and Leasehold Deed of Trust, Assignment of Leases
and Rents, Security Agreement and Fixture Filing is made as of February 5, 2019
(this "Memorandum of Lease"), by and between CUBIC CORPORATION,
a Delaware
corporation, as Lessee and trustor (together with its successors and assigns,
"Lessee"