subordination, nondisturbance and attornment agreements

EXHIBIT “A”SUBORDINATION, NONDISTURBANCEAND ATTORNMENT AGREEMENTNOTICE: THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENTAGREEMENT RESULTS IN YOUR LEASEHOLD ESTATE BECOMING SUBJECT TO AND OFLOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.This Subordination, Nondisturbance and Attornment Agreement (“Agreement”) is entered into asof the _____ day of ______________, 200__, by and among _____________________ (“Tenant”),_____________________ (“Borrower”) and _____________________ (“Bank”).Factual BackgroundA. Borrower is the owner of certain real property located in the City of_____________________, County of _____________________, State of Texas, (IF APPLICABLE)[commonly known as _____________________,] and more particularly described in the attached ExhibitA. As used here, the term “Property” means that real property, together with all improvements (the“Improvements”) located on it.B. Bank has (CHOOSE ONE) [agreed to make/made] a loan to Borrower in the principalamount of $_____________________ (the “Loan”), as provided in a (CHOOSE ONE)[construction/standing/land] loan agreement dated _____________________, 20___ (the “LoanAgreement”). The Loan is or is to be evidenced by a promissory note (the “Note”) which is or is to besecured by a deed of trust encumbering the Property (the “Deed of Trust”). The Loan Agreement, theNote, the Deed of Trust, and all other documents and instruments identified in the Loan Agreement as“Loan Documents,” including this Agreement, shall be collectively referred to here as the “LoanDocuments.”C. Tenant and Borrower (as Landlord) entered into a lease dated _____________________,20___ (the “Lease”), under which Borrower leased to Tenant a portion of the Improvements locatedwithin the Property, (IF APPLICABLE) [commonly known as ________________________,] and moreparticularly described in the Lease (the “Premises”).D. Bank is willing to make or continue the Loan to Borrower, provided that Tenant agrees,among other things, to subordinate Tenant's rights under the Lease to the lien or charge of the LoanDocuments and to attorn to Bank on the terms and conditions of this Agreement. Tenant is willing toagree to such subordination and attornment and other conditions, provided that Bank agrees not to disturbTenant's possession under the Lease, all as set forth more fully below.Therefore, the parties agree as follows:Agreement1. Subordination. The Loan Documents, and all supplements, amendments, modifications,renewals, replacements and extensions of and to them, shall unconditionally be and remain at all times alien or charge on the Property prior and superior to the Lease, to the leasehold estate created by it, and toall rights and privileges of Tenant under it. The Lease and leasehold estate, together with all rights andprivileges of Tenant under the Lease, are hereby unconditionally subjected and made subordinate to thelien or charge of the Loan Documents in favor of Bank. Tenant consents to Borrower's and Bank'sD-SNDAs 11-10-07 - 22 -