1
LANDLORD'S CONSENT
Principal Loan Date Maturity Loan No. Call Collateral Account Officer
06-28-1995 09-01-1996 145255 55 0010 089
Initials
References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.
Borrower: Academic Book Center, Inc. Lender: Centennial Bank
5600 NE Hassalo Street Pacific Corporate Center Branch
Portland, OR 97213 C/O Loan Services-4th Floor
675 Oak Street; P.O. Box 1849
Eugene, OR 97440
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THIS LANDLORD'S CONSENT is entered into among Academic Book Center, Inc.
("Borrower"), whose address is 5600 NE Hassalo Street, Portland, OR 97213;
Centennial Bank ("Lender"), whose address is C/O Loan Services-4th Floor, 675
Oak Street; P.0. Box 1849, Eugene, OR 97440; and Pacific Realty Associates,
L.P. ("Landlord"), whose address is 1535O SW Sequoia Pkwy. #300, Portland, OR
97224. Borrower and Lender have entered into, or are about to enter into, an
agreement whereby Lender has acquired or will acquire a security interest or
other interest in the Collateral. Some or all of the Collateral may be affixed
or otherwise become located on the Premises. To induce Lender to extend the
Loan to Borrower against such security interest in the Collateral and for other
valuable consideration, Landlord hereby agrees with Lender and Borrower as
follows.
DEFINITIONS. The following words shall have the following meanings when used
in this Agreement. Terms not otherwise defined in this Agreement shall have
the meanings attributed to such terms in the Uniform Commercial Code. All
references to dollar amounts shall mean amounts in lawful money of the United
States of America.
Agreement. The word "Agreement" means this Landlord's Consent, as this
Landlord's Consent may be amended or modified from time to time, together
with all exhibits and schedules attached to this Landlord's Consent from
time to time.
Borrower. The word "Borrower" means Academic Book Center, Inc.
Collateral. The word "Collateral" means certain of Borrower's personal
property in which Lender has acquired or will acquire a security interest,
including without limitation the following specific property:
All Inventory, Chattel Paper, Accounts, Contract Rights, Equipment and
General Intangibles, including but not limited to including but not
limited to all export Inventory.
Landlord. The word "Landlord' means Pacific Realty Associates, L.P. The
term "Landlord" is used for convenience purposes only. Landlord's interest
in the Premises may be that of a fee owner, lessor, sublessor or
lienholder, or that of any other holder of an interest in the Premises
which may be, or may become, prior to the interest of Lender.
Lease. The word "Lease" means that certain lease of the Premises, dated
May 24, 1985, between Landlord and Borrower.
Lender. The word "Lender" means Centennial Bank, its successors and
assigns.
Loan. The word "Loan" means the loan, or any other financial
accommodations, Lender has made or is making to Borrower.
Premises. The word "Premises" means the real property located in Multnomah
County, State of Oregon, commonly known as 5600 NE Hassalo Street,
Portland, OR 97213.
BORROWER'S ASSIGNMENT OF LEASE. Borrower hereby assigns to Lender all of
Borrower's rights in the Lease, as partial security for the Loan. The parties
intend that this assignment will be a present transfer to Lender of all of
Borrower's rights under the Lease, subject to Borrower's rights to use the
Premises and enjoy the benefits of the Lease while not in default on the Loan
or Lease. Upon full performance by Borrower under the Loan, this assignment
shall be ended, without the necessity of any further action by any of the
parties. This assignment includes all renewals of and amendments to the Lease
or the Loan, until the Loan is paid in full. No amendments may be made to the
Lease without Lender's prior written consent, which shall not be unreasonably
withheld or delayed.
CONSENT OF LANDLORD. Landlord consents to the above assignment. If Borrower
defaults under the Loan or the Lease, Lender may reassign the Lease, and
Landlord agrees that Landlord's consent to any such reassignment will not be
unreasonably withheld or delayed. So long as Lender has not entered the
Premises for the purpose of operating a business, Lender will have no liability
under the Lease, including without limitation liability for rent. Whether or
not Lender enters into possession of the Premises for any purpose, Borrower
will remain fully liable for all obligations of Borrower as lessee under the
Lease. While Lender is in possession of the Premises, Lender will cause all
payments due under the Lease and attributable to that period of time to be made
to Landlord. If Lender later reassigns the Lease or vacates the Premises,
Lender will have no further obligation to Landlord.
LEASE DEFAULTS. Both Borrower and Landlord agree and represent to Lender that,
to the best of their knowledge, there is no breach or offset existing under the
Lease or under any other agreement between Borrower and Landlord. Landlord
agrees not to terminate the Lease, despite any default by Borrower, without
giving Lender written notice of the default and an opportunity to cure the
default within a period of sixty (60) days from the receipt of the notice. If
the default is one that cannot reasonably be cured by Lender (such as
insolvency, bankruptcy, or other judicial proceedings against Borrower), then
Landlord will not terminate the Lease so long as Landlord receives all sums due
under the Lease for the period during which Lender is in possession of the
Premises, or so long as Lender reassigns the Lease to a new lessee reasonably
satisfactory to Landlord.
DISCLAIMER OF INTEREST. Landlord hereby consents to Lender's security interest
(or other interest) in the Collateral and disclaims all interests, liens and
claims which Landlord now has or may hereafter acquire in the Collateral.
Landlord agrees that any lien or claim it may now have or may hereafter have in
the Collateral will be subject at all times to Lender's security interest (or
other present or future interest) in the Collateral and will be subject to the
rights granted by Landlord to Lender in this Agreement.
ENTRY ONTO PREMISES. Landlord and Borrower grant to Lender the right to enter
upon the Premises for the purpose of removing the Collateral from the Premises
or conducting sales of the Collateral on the Premises. The rights granted to
Lender in this Agreement will continue until a reasonable time after Lender
receives notice in writing from Landlord that Borrower no longer is in lawful
possession of the Premises. If Lender enters onto the Premises and removes the
Collateral, Lender agrees with Landlord not to remove any Collateral in such a
way that the Premises are damaged, without either repairing any such damage or
reimbursing Landlord for the cost of repair.
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O6-28-1995 LANDLORDS' CONSENT Page 2
(Continued)
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MISCELLANEOUS PROVISIONS. This Agreement shall extend to and bind the
respective heirs, personal representatives, successors and assigns of the
parties to this Agreement. The covenants of Borrower and Landlord respecting
subordination of the claim or claims of Landlord in favor of Lender shall
extend to, include, and be enforceable by any transferee or endorsee to whom
Lender may transfer any claim or claims to which this Agreement shall apply.
Lender need not accept this Agreement in writing or otherwise to make it
effective. This Agreement shall be governed by and construed in accordance
with the laws of the State of Oregon. If Landlord is other than an individual,
any agent or other person executing this Agreement on behalf of Landlord
represents and warrants to Lender that he or she has full power and authority
to execute this Agreement on Landlord's behalf. Lender shall not be deemed to
have waived any rights under this Agreement unless such waiver is in writing
and signed by Lender. Without notice to Landlord and without affecting the
validity of this Consent, Lender may do or not do anything it deems appropriate
or necessary with respect to the Loan, any obligors on the Loan, or any
Collateral for the Loan; including without limitation extending, renewing,
rearranging, or accelerating any of the Loan indebtedness. No delay or
omission on the part of Lender in exercising any right shall operate as a
waiver of such right or any other right. A waiver by Lender of a provision of
this Agreement shall not constitute a waiver of or prejudice Lender's right
otherwise to demand strict compliance with that provision or any other
provision. Whenever consent by Lender is required in this Agreement, the
granting of such consent by Lender in any one instance shall not constitute
continuing consent to subsequent instances where such consent is required.
BORROWER AND LANDLORD ACKNOWLEDGE HAVING READ ALL THE PROVISIONS OF THIS
LANDLORD'S CONSENT, AND BORROWER AND LANDLORD AGREE TO ITS TERMS. THIS
AGREEMENT IS DATED JUNE 28, 1995.
BORROWER:
Academic Book Center, Inc.
By: /s/ Daniel P. Halloran
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Daniel P. Halloran, President/Secretary
LANDLORD: LENDER:
Pacific Realty Associates, L.P. Centennial Bank
By: /s/ By: /s/ David Miller
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Landlord's Signature Authorized Officer
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LASER PRO, Reg. U.S. Pat. & T.M. Off. Ver. 3.19(c) 1995 CFI ProServices, Inc.
All rights reserved. [OR-E45 ACADEMIC.LN C4.OVL]