Fill and Sign the Form of Subordination Non Disturbance and Attornment

Page 1 of 2 NONDISTURBANCE AND ATTORNMENT AGREEMENT This Nondisturbance and Attornment Agreement (the “Agreement”) is dated _____. It is between _____, having its principal place of business at _____ (the “Lender”), and _____, having offices at _____ (the “Lessee”). Lender is the holder of a mortgage or deed of trust (the “Mortgage”) dated _____, recorded in Volume _____, Page _____ of the _____ Records of _____ County, _____. The Mortgage encumbers the real property (the “Property”) located in _____ County, _____, described in Exhibit “A” attached to and made a part of this Agreement. Lessee and _____ (the “Lessor”) have entered into a _____ (the “Lease”) dated _____, recorded in Volume _____, Page _____, of the _____ Records of _____ County, _____, by which Lessee leases from Lessor certain property (the “Leased Premises”) which are a part of the Property and which are more particularly described in the Lease. Lessee and Lender desire to confirm their understanding and agreement respecting the Lease and the Mortgage. Lessee and Lender hereby agree as follows: 1. Nondisturbance: So long as Lessee is not in default (beyond any period given Lessee by the terms of the Lease to cure a default) in the payment of rent or in any othe r obligation imposed on Lessee by the terms of the Lease, Lessee’s possession and use of the Leased Premises and Lessee’s other rights and privileges under the Lease, or any extensions or rene wals of the Lease which may occur in accordance with any option contained in the Lea se, shall not be diminished, disturbed, or interfered with by Lender, and Lender will not join Lessee as a pa rty defendant in any action or proceeding to foreclose the Mortgage. 2. Foreclosure/Attornment: If the interest of Lessor is acquired by Lender by reason of foreclosure of the Mortgage or other proceedings brought to enforce the rights of Lender, by deed in lieu of foreclosure or by any other method, and Lender succeeds to the interest of Lessor under the Lease, Lessee will attorn to Lender as its landlord, the attornment to be effective and self-operative without the execution of any other instruments on the part of any party to this Agreement, immediately on Lender’s succeeding to the interest of Lessor under the L ease, and the Lease will continue in accordance with its terms between Lessee and Le nder, as landlord; provided, however: a. Lender will not be liable for any act or omission of any prior landlord (including Lessor); and, b. Lender will not be subject to any offsets or defenses that Lessee might have against any prior landlord (including Lessor). 3. Binding Effect: This Agreement will inure to the benefit of and be binding on the parties to this Agreement and their respective successors and assigns, it being expressly understood tha t Page 2 of 2 all references in this Agreement to Lender shall be deemed to include not only Lender, but also its successors and assigns. 4. Entire Agreement: This Agreement contains the entire agreement between the parties respecting the subject matter contained in this Agreement and supersedes all prior or contemporaneous, written or oral agreements and negotiations between the parties. 5. Modification: No modification, amendment, or termination of this Agreement will be effective unless in writing and signed by the parties to this Agreement or their respect ive successors in interest. 6. Gender and Number: Whenever in this Agreement the content so requires, the gender used includes the masculine, feminine, and/or neuter and the number used includes the si ngular and/or plural. 7. Paragraph Headings: The headings of the paragraphs of this Agreement are for reference purposes only and are not to be construed or deemed to define or limit any of the t erms and provisions contained in this Agreement. The parties have executed this Agreement as of the date first above written. Lender Lessee (Acknowledgements) Exhibit “A”: Description of Property