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SUBORDINATION,NON-DISTURBANCE AND ATTORNMENT AGREEMENT <br /> THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT <br /> AGREEMENT ("Agreement") is entered into as of [ ], 20[_] (the "Effective Date") by and <br /> among [ ] (together with any other holder of the Loan (defined below) and their respective <br /> successors and assigns, the "Mortgagee"), [ ], a [ ] (hereinafter, the "Tenants") <br /> and [ �, a [ ] (the"Landlord"). <br /> RECITALS <br /> A. Landlord owns fee simple title in the real property described in Exhibit"A" <br /> attached hereto (the"Property"). <br /> B. Mortgagee has made or intends to make a loan to Landlord(the"Loan"). <br /> C. To secure the Loan, Landlord has or will encumber the Property by entering into <br /> a mortgage or deed of trust in favor of Mortgagee (as amended, increased, renewed, extended, spread, <br /> consolidated, severed, restated, or otherwise changed from time to time, the "Mortgage") to be recorded <br /> in land records. <br /> D. Pursuant to the Lease dated [ �, (the "Lease") between Landlord and <br /> Tenants, Landlord leased to Tenants a portion of the Property, as said portion is more particularly <br /> described in the Lease(the"Leased Premises"). <br /> E. [A Memorandum of Lease and Right of First Offer dated by <br /> and between Tenants and Landlord regarding the Lease is [to be] recorded[herewith] with the <br /> County Registry of Deeds in Book ,Page .] <br /> F. Tenants and Mortgagee desire to agree upon the relative priorities of their <br /> interests in the Property and their rights and obligations if certain events occur. <br /> NOW, THEREFORE, for good and sufficient consideration, Tenants and <br /> Mortgagee agree: <br /> 1. Definitions. The following terms shall have the following meanings for purposes of this <br /> agreement. <br /> a. Foreclosure Event. A "Foreclosure Event" means: (i) foreclosure under the Mortgage; <br /> (ii) any other exercise by Mortgagee of rights and remedies (whether under the Mortgage or under <br /> applicable law, including bankruptcy law) as holder of the Loan and/or the Mortgage, as a result of which <br /> Mortgagee becomes owner of the Property; or(iii) delivery by Landlord to Mortgagee (or its designee or <br /> nominee) of a deed or other conveyance of Landlord's interest in the Property in lieu of any of the <br /> foregoing. <br /> b. Former Landlord. A"Former Landlord"means Landlord and any other party that was <br /> landlord under the Lease at any time before the occurrence of any attornment under this Agreement. <br /> 38 <br />