required
to be satisfied as of the date hereof have been satisfied.
17.
If any action or proceeding is brought by any party against any other party
under this Agreement, the prevailing party shall be entitled to recover for the
fees of its attorneys in such action or proceeding in such amount as the court
may adjudge reasonable.
18.
All notices and demands which may or are required to be given by any party to
any other party hereunder shall be in writing and shall be deemed to have been
fully given when deposited in the United States mail, certified or registered,
postage prepaid, and addressed to such party at the address hereinbelow set
forth beside its signature or such other address as such party may designate by
notice to the other parties in the future.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
NOTICE: THIS SPECIFIC ASSIGNMENT, SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT RESULTS IN YOUR LEASEHOLD ESTATE IN THE PROPERTY BECOMING SUBJECT TO
AND
OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.
"TENANT" - KITE PHARMA, INC.
By:
Cynthia M. Butitta
Its:
Chief Financial Officer and Chief Operating Officer
Address:
2225 Colorado Avenue
Santa Monica, California 90404
CONTINUATION OF SIGNATURES TO THE "SPECIFIC ASSIGNMENT, SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT" DATED
.
"BORROWER" - 2355 UTAH INDUSTRIAL CAPITAL, LLC
By:
[NAME]
Its:
[TITLE]
Address:
"LENDER" First Republic Bank
By:
Its:
Address:
111 Pine Street, San Francisco, CA 94111
Attn: Loan Review Department
"EXHIBIT A"
SCHEDULE 1
FORM OF IRREVOCABLE LETTER OF CREDIT
(CITY NATIONAL BANK LETTERHEAD)
ISSUE DATE:
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER:
BENEFICIARY:
2355 UTAH INDUSTRIAL CAPITAL, LLC
433 N. CAMDEN DRIVE
BEVERLY HILLS, CA 90210
ATTN: PROPERTY MANAGER
APPLICANT:
KITE PHARMA, INC.
2225 COLORADO AVE
SANTA MONICA, CALIFORNIA 90404
ATTN: CORPORATE CONTROLLER
AMOUNT: USD 1,490,196.60 (ONE MILLION FOUR HUNDRED NINETY THOUSAND ONE HUNDRED
NINETY SIX AND 60/100 U.S. DOLLARS)
EXPIRY DATE AND PLACE: JANUARY 1, 2016 AT CITY NATIONAL BANK,
INTERNATIONAL DEPARTMENT, LOS ANGELES, CALIFORNIA
LADIES/GENTLEMEN:
WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN FAVOR OF THE
ABOVE NAMED BENEFICIARY AVAILABLE BY PAYMENT OF YOUR DRAFT(S) AT SIGHT IN THE
FORM ATTACHED HERETO AS EXHIBIT 1 WITH APPROPRIATE INSERTIONS AND ACCOMPANIED BY
DOCUMENTS AS SPECIFIED BELOW:
1. THIS ORIGINAL STANDBY LETTER OF CREDIT, AND AMENDMENT(S), IF ANY.
2. BENEFICIARY'S SIGNED AND DATED STATEMENT WORDED AS FOLLOWS:
"THE UNDERSIGNED, AN AUTHORIZED SIGNER FOR 2355 UTAH INDUSTRIAL CAPITAL, LLC
(HEREINAFTER REFERRED TO AS 'BENEFICIARY') CERTIFIES THAT THE AMOUNT OF THE
ATTACHED SIGHT DRAFT REPRESENTS FUNDS DUE AND PAYABLE TO BENEFICIARY PURSUANT TO
THAT CERTAIN STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE BY AND BETWEEN
BENEFICIARY, AS LESSOR, AND KITE PHARMA, INC., AS LESSEE, DATED (INSERT DATE OF
LEASE) FOR PREMISES AT 2355 UTAH AVENUE, EL SEGUNDO, CA. BENEFICIARY FURTHER
CERTIFIES THAT AN EVENT OF DEFAULT BY THE TENANT IN THE PERFORMANCE OF ANY OF
THE TERMS, PROVISIONS AND CONDITIONS OF THE LEASE