TeleNav 2011 Annual Report Download - page 246

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
TeleNav, Inc.
1130 Kifer Rd.
Sunnyvale, CA 94086
Attn: General Counsel
(Space Above For Recorder’s Use)
Documentary Transfer Tax: None
APN: 205-22-022
SUBORDINATION,
NON-DISTURBANCE AND ATTORNMENT AGREEMENT
THIS AGREEMENT made as of this day of July, 2011, between the Lender (defined below) and TeleNav, Inc., a Delaware
corporation, having an address at 1130 Kifer Rd., Sunnyvale, CA 94086, Attn: General Counsel (hereinafter called “ Tenant ”).
RECITALS:
WHEREAS, by a Lease Agreement dated as of June 28, 2011 (the “ Lease ”), between CA-
Sunnyvale Business Center Limited
Partnership, a Delaware limited partnership (hereinafter called “ Landlord ”),
as landlord, and Tenant, as tenant, Landlord leased to Tenant
certain premises located at 920 DeGuigne Drive, 930 DeGuigne Drive, and 950 DeGuigne Drive, Sunnyvale, California (the “ Premises ”)
on the
property known as “Sunnyvale Business Center,” and described in Schedule “A”, annexed hereto and made a part hereof (the “ Property ”): and
WHEREAS, Goldman Sachs Commercial Mortgage Capital, L.P., Bank of America, N.A., Bear Stearns Commercial Mortgage Inc.,
German American Capital Corporation, Morgan Stanley Mortgage Capital Inc., Column Financial, Inc., Citigroup Global Markets Realty Corp.,
and Wachovia Bank, National Association (collectively, as original lender and predecessor-in-interest to Lender, “ Original Lende r”),
has made
a loan to Landlord, which loan is secured by, among other things, a mortgage or deed of trust encumbering the Property (which mortgage or deed
of trust, and all amendments, renewals, increases, modifications, replacements, substitutions, extensions, spreaders and consolidations thereof
and all re-advances thereunder and additions thereto, is referred to as the “ Security Instrument ”): and
WHEREAS, Original Lender assigned all of its right, title and interest in and to the Security Instrument to Wells Fargo Bank, N.A., as
Trustee for the Registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2007-
EOP (together with its successors and assigns, “ Lender ”); and
WHEREAS, Lender and Tenant desire to confirm their understanding and agreement with respect to the Lease and the Security
Instrument.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, Lender and Tenant hereby agree and
covenant as follows:
1. The Lease, and all of the terms, covenants, provisions and conditions thereof (including, without limitation, any right of first refusal,
right of first offer, option or any similar right with respect to the sale or purchase of the Property, or any portion thereof) is, shall be, and shall at
all times remain and continue to be, subject and subordinate in all respects to the lien, terms, covenants, provisions and conditions of the Security
Instrument and to all advances and re-
advances made thereunder and all sums secured thereby, subject to the terms of this Agreement. This
provision shall be self-
operative, but Tenant shall execute and deliver any additional instruments which Lender may reasonably require to effect
such subordination in accordance with this Agreement.
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