Subordinated Use Agreement

SUBORDINATED USE AGREEMENT

This Subordinated Use Agreement ("Agreement") is made as of by and between First Party: , whose principal address is , and Second Party: , whose principal address is .

RECITALS

WHEREAS, First Party is the owner or lawful occupant of the real property and improvements commonly described as (the "Property");

WHEREAS, Second Party desires to obtain a non-exclusive right to use a portion of the Property for the purposes described in this Agreement (the "Permitted Use"), and First Party is willing to permit such use subject to the priority and subordination provisions set forth herein; and

WHEREAS, the parties acknowledge that the Property is subject to certain existing or future security interests, mortgages, deeds of trust or liens held by a secured creditor identified as , with an address of (the "Secured Party").

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

1.1 "Permitted Use" means the specific uses of the Property described as: .

1.2 "Secured Debt" means any obligation secured by a lien, mortgage, deed of trust, security interest or other encumbrance on the Property held by the Secured Party.

2. GRANT OF SUBORDINATED USE

2.1 Subject to the terms and conditions of this Agreement, First Party hereby grants to Second Party a revocable/non-exclusive license to conduct the Permitted Use on the Property in the area identified as , for the term set forth in Section 5.

2.2 Such license and any rights of Second Party hereunder are expressly subordinate to the rights of the Secured Party and to any liens or security interests now or hereafter encumbering the Property.

3. SUBORDINATION; PRIORITY; ACKNOWLEDGMENT

3.1 The parties agree that the rights granted to Second Party under this Agreement shall be subordinate in priority to the Secured Debt and any rights of the Secured Party, whether such rights exist on the Effective Date or arise subsequently.

3.2 First Party represents and warrants that it shall, upon request by the Secured Party, execute reasonable acknowledgments or estoppel instruments confirming such subordination; provided, however, that no acknowledgment from First Party shall increase the obligations or liabilities of Second Party absent Second Party's express written consent.

4. CONDITIONS AND LIMITATIONS

4.1 Second Party's use of the Property shall at all times be subject to compliance with applicable laws, codes and regulations and to any reasonable rules imposed by First Party to protect the Property and the interests of the Secured Party.

4.2 Second Party shall not cause or permit any mechanic's liens, taxes or other encumbrances to arise by reason of its activities that would affect the priority of the Secured Debt. Second Party shall promptly discharge or bond off any such lien at its sole cost.

5. TERM AND TERMINATION

5.1 This Agreement shall commence on the Effective Date and shall continue for a term of years unless earlier terminated as provided herein.

5.2 This Agreement may be terminated (a) by mutual written agreement of the parties; (b) by First Party upon written notice in the event of a material breach by Second Party that is not cured within days after written notice; or (c) automatically upon foreclosure, sale, or other disposition of the Property by the Secured Party, unless the purchaser expressly assumes the obligations to recognize the Subordinated Use in writing.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each party represents and warrants that it is duly organized or formed and in good standing under the laws of its jurisdiction of organization, has full power and authority to enter into and perform this Agreement, and that the execution and delivery of this Agreement have been duly authorized by all necessary corporate or other action.

6.2 First Party warrants that, to its knowledge, there are no outstanding agreements or recorded instruments that would render the subordination required by this Agreement ineffective, except for those listed here: .

7. COVENANTS

7.1 Second Party covenants to use the Property only for the Permitted Use, to conduct its activities in a manner that does not unreasonably interfere with the Property or the Secured Party's rights, and to keep the use area clean and in good order.

7.2 First Party shall not grant any interest or take any action that would materially impair the Secured Party's priority in the Property without providing notice to the Secured Party and obtaining any required consents.

8. INDEMNIFICATION

8.1 To the fullest extent permitted by law, Second Party shall indemnify, defend and hold harmless First Party and the Secured Party from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Second Party's use or occupancy of the Property, except to the extent caused by the gross negligence or willful misconduct of First Party or the Secured Party.

9. INSURANCE

9.1 During the term of this Agreement, Second Party shall maintain at its expense commercial general liability insurance with limits of not less than per occurrence, and shall name First Party and the Secured Party as additional insureds to the extent their interests may be affected by Second Party's activities.

10. NOTICES

Notices shall be given in writing and shall be effective upon personal delivery, confirmed electronic transmission, or three (3) days after deposit in the United States mail, postage prepaid, addressed to the parties at their respective notice addresses.

11. REMEDIES; ENFORCEMENT

11.1 In the event of a default by Second Party, First Party shall have all remedies available at law or in equity, including specific performance and injunctive relief. Exercise of any remedy shall not preclude the exercise of any other remedy.

11.2 The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of . Venue for any dispute arising hereunder shall lie in the state or federal courts located in the county of .

13. MISCELLANEOUS

13.1 Entire Agreement. This Agreement (including any exhibits or schedules attached hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements.

13.2 Amendments; Waiver. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. The failure of any party to enforce any provision shall not constitute a waiver of future enforcement.

13.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial objectives.

13.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

SCHEDULE A — ADDITIONAL TERMS

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