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SUBORDINATION, NON-DISTURBANCE
<br />AND ATTORNMENT AGREEMENT
<br />
<br /> THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (the
<br />"Agreement") is made as of this 22nd day of December, 2000, which date shall be the effective date of this
<br />Agreement, between The Redevelopment Agency of the City of Riverside, a public body, corporate and politic (the
<br />"Tenant") and BANK OF AMERICA, N.A., a national banking association, and having its principal offices in
<br />Charlotte, North Carolina (together with its successors and/or assigns the "Lender").
<br />
<br /> The Tenant is the lessee under the lease described in Exhibit A attached hereto (as the same may from time
<br />to time be assigned, subleased, renewed, extended, amended, modified or supplemented, collectively the "Lease").
<br />
<br /> The Lender has previously made or is about to make a loan to Historic Mission Inn Corporation, a
<br />California corporation or its successor and/or assigns with respect to the landlord's interest under the Lease (the
<br />"Landlord"), evidenced by a promissory note in the original principal amount of approximately $18,000,000
<br />executed by the Landlord and payable to the Lender and secured by a first priority deed of trust, mortgage or deed
<br />to secure debt on certain real and personal property and improvements (the "Premises"), recorded or to be recorded
<br />in the appropriate records of Riverside County, California (the "Security Instrument").
<br />
<br /> The Lender has requested the Tenant to confirm the fact that the Lease is subject and subordinate to the
<br />Security Instrument.
<br />
<br /> The Tenant is willing to confmn the subordination of the Lease, provided it obtains assurance from the
<br />Lender that its possession of the premises demised under the Lease (the "Demised Premises), which Demised
<br />Premises is all or a portion of the Premises, and its right to use any common areas will not be disturbed by reason of
<br />or in the event of the foreclosure of the Security Instrument.
<br />
<br />The Lender is willing to give such assurance.
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<br /> NOW, THEREFORE, for and in consideration of the mutual agreements herein contained and other good
<br />and valuable consideration, the parties hereto do hereby mutually covenant and agree as follows:
<br />
<br /> 1. The Tenant hereby subordinates the Lease and any existing or future right of Tenant, whether
<br />arising out of the Lease or otherwise, to exercise any option or right of first refusal to purchase the Premises or any
<br />interest in or portion of the Premises to the Security Instrument and the lien thereof, and to all renewals, extensions,
<br />amendments, modifications and/or supplements of same, whether made with or without notice to the Tenant, to the
<br />extent of all advances heretofore or hereafter made to the Landlord in pursuance thereof. Tenant specifically agrees
<br />and acknowledges that upon any transfer of the Premises, any such purchase option in favor of Tenant or right of
<br />first refusal, whether now existing or in the future arising, should be subordinate and inferior to the lien of the
<br />Security Instrument. If any option to purchase or right of first refusal to purchase is exercised prior to a transfer of
<br />the Premises, any title so acquired shall be subject to the lien of the Security Instrument, which lien shall in no way
<br />be impaired by the exercise of such option or right of first refusal to purchase.
<br />
<br /> 2. So long as no event of default on the part of the Tenant under the Lease shall exist which would
<br />entitle the Landlord to terminate the Lease, or if such an event of default shall exist, so long as the Tenant's time to
<br />cure the default shall not have expired, the term of the Lease shall not be terminated or modified in any respect
<br />whatsoever and the Tenant's right of possession to the Demised Premises and its rights in and to any common areas
<br />and its other rights arising out of the Lease will all be fully recognized and protected by the Lender and shall not be
<br />disturbed, canceled, terminated or otherwise affected by reason of the Security Instrument or any action or
<br />proceeding instituted by the Lender to foreclose the Security Instrument, or any extension, renewal, consolidation or
<br />replacement of same, irrespective of whether the Tenant shall have been joined in ariy action or proceeding.
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<br />CHAR 1 \MVA\MVAb5185506 5
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<br />Rev. 12/99
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