subordination, nondisturbance and attornment agreements

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EXHIBIT “B”SUBORDINATION, NON-DISTURBANCE ANDATTORNMENT AGREEMENT ("SNDA")THIS AGREEMENT is made as of the _______ day of __________________, 20__, between___________________, a ________________, with offices at ___________________________, itsSublessees or Assigns, (hereinafter referred to as "Lessee"), and _______________________, a___________________________, with offices at ______________________________ ("Mortgagee").W I T N E S S E T H :WHEREAS, Mortgagee is the holder of a certain _____________, dated __________________, andrecorded _____________________, in Real Property Records of ___________ County, Texas("Mortgage"), covering the Shopping Center and/or Leased Premises situated in the City of_______________, County of ______, State of Texas (hereinafter referred to as the "Premises"); andWHEREAS, Lessee leased from _________________________ ("Lessor") ______ square feet inthe Premises pursuant to that certain lease dated ___________, _____ ("Lease"), between Lessor andLessee; andWHEREAS, Lessee desires that the Lease shall not terminate, but rather shall remain in full forceand effect in accordance with its terms in the event the Mortgage is foreclosed or any foreclosure sale ofthe mortgaged Premises is made or any transfer therein in lieu of foreclosure is made and Mortgageedesires that Lessee subordinate its interest in the Lease to the Mortgage.WHEREAS, Lessor will deliver a copy of the Lease and any amendments to Mortgagee, the receiptof which is hereby acknowledged,NOW, THEREFORE, in consideration of the premises and other good and valuable consideration inhand paid, the parties hereto agree as follows:1. Mortgagee hereby consents and approves the Lease, amendments and the terms thereof,including the options to extend the term as set forth in the Lease, and covenants and agrees that theexercise by Lessee of rights, remedies and options therein contained shall not constitute a default underthe Mortgage.2. The Lease is, and shall remain, subject and subordinate to the lien of the Mortgage and toany extensions, modifications, consolidations or renewals thereof; provided that as to any suchextensions, modifications, consolidations or renewals thereof, a non-disturbance agreement in the form ofthis agreement is executed and delivered by the holder of the Mortgage as so extended, modified,consolidated or renewed.3. So long as Lessee is not in default in the performance of any terms, covenants andconditions to be performed on its part under the Lease beyond any applicable cure period, then in suchevent:(a) Lessee shall not be joined as a party defendant in any foreclosure proceedingwhich may be instituted by Mortgagee;D-SNDAs 11-10-07 - 30 -
(b) Lessee's leasehold estate under the Lease shall not be terminated, barred, cut off,or otherwise disturbed by reason of any default under the Mortgage or any foreclosure proceedinginstituted by Mortgagee.4. If Mortgagee shall succeed to the interest of Lessor in and to the Lease, whether throughpossession, foreclosure proceeding, or delivery of a deed in lieu of foreclosure, Lessee shall attorn to andrecognize Mortgagee or any other purchaser at a foreclosure sale as Lessee's landlord under the Lease,and shall promptly execute and deliver an attornment agreement in the form of this agreement to evidencesuch attornment. Upon and after such attornment, the Lease shall continue in full force and effect as adirect lease between Mortgagee or such purchaser and Lessee upon all of the terms, conditions andcovenants as are set forth in the Lease, except that Mortgagee or such purchaser shall after suchattornment:(a) Be liable for any previous act or omission of any previous landlord arisingdirectly from such landlord's responsibilities and duties pursuant to the Lease; provided,Mortgagee or such purchaser has received appropriate notice of such default, and has anopportunity to cure (having no obligation to so cure) same, all pursuant to the terms andconditions of the Lease,(b) Be subject to any offset or counterclaim which Lessee might be entitled to assertagainst any previous landlord, including deductions from rent arising pursuant to the Lease;provided, Mortgagee or such purchaser has received appropriate notice of such default, and hasan opportunity to cure (having no obligation to so cure) same, all pursuant to the terms andconditions of the Lease;(c) Not be bound by any previous prepayment of more than one month's fixed rent,unless such prepayment shall have been expressly approved in writing by Mortgagee;below.(d)Be bound by any modification of the Lease unless excepted in subparagraph (e)(e) Not be bound by any modification of the Lease made after the date of thisagreement without its written consent which would (i) reduce fixed annual rent, or (ii) materiallyreduce any other monetary obligation of Lessee under the Lease.5. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto,and their respective successors and assigns.6. At any time before the rights of the Lessor shall have been forfeited or adversely affectedbecause of any default on its part, or within the time permitted the Lessor to cure any default under theLease as there provided, Mortgagee may, at its option, pay any taxes and assessments, make any repairsand improvements, make any deposits or do any other act or thing required of the Lessor by the terms ofthe Lease, and all payments so made and all things so done and performed by Mortgagee shall be aseffective to prevent the rights of the Lessor from being forfeited or adversely affected because of anydefault under this Lease as the same would have been if done and performed by the Lessor.7. Any required notices to Mortgagee, shall be in writing and shall be given by registered orcertified mail, return receipt requested, postage prepaid, at the address of Mortgagee as hereinabove setforth or at such other address as Mortgagee may designate by notice.D-SNDAs 11-10-07 - 31 -
Page 1 and 2: Presented:DBA REAL PROPERTY SECTION
Page 3 and 4: SUBORDINATION, NONDISTURBANCE AND A
Page 5 and 6: a. The lease was superior to the mo
Page 7 and 8: defaulted under the lease, and NCNB
Page 9 and 10: the Fleetwood note to be in default
Page 11 and 12: Between Lessee and Lender--Subordin
Page 13 and 14: Possible Tenant Objection—If tena
Page 15 and 16: Possible Tenant Objection—Tenant
Page 17 and 18: to apply the proceeds against the l
Page 19 and 20: Discussion: Even though the lender
Page 21 and 22: "prohibited use" in any lease in th
Page 23 and 24: - The lender must make sure it will
Page 25 and 26: entering into the Deed of Trust and
Page 27 and 28: (b) Bank gives Tenant notice that t
Page 29 and 30: To Tenant:16. Arbitration. Any cont
Page 31: ACKNOWLEDGMENTSTHE STATE OF TEXAS
Page 35: EXECUTED on the dates of the acknow

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