Subordination, Non - Disturbance and Attornment Agreement
Subordination, Non - Disturbance and Attornment Agreement
RECITALS:
B. The Property, or portions of it, are leased to Tenant pursuant to that certain
_____________ (the "Lease"), executed on _______________, 20__, by and among Tenant and
____________ ("Original Landlord"), a memorandum of which Lease has been recorded under
Instrument No. _________ in the real property records of _________________. The rights of
Original Landlord in the Property and under the Lease have been assigned to and have become
vested in Landlord.
C. Tenant has agreed to subordinate the Lease to the Mortgage and to the lien
thereof and Lender has agreed to grant non-disturbance to Tenant under the Lease on the terms
and conditions hereinafter set forth.
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, Tenant and Lender
agree as follows:
1. Subordination. Tenant agrees that the Lease and all of the terms,
covenants and provisions thereof and all rights, remedies and options of Tenant thereunder are
and shall at all times continue to be subject and subordinate in all respects to the Mortgage and to
the lien thereof and all terms, covenants and conditions set forth in the Mortgage, including
without limitation all renewals, increases, modifications, consolidations, replacements and
extensions thereof and to all sums secured thereby with the same force and effect as if the
Mortgage had been executed, delivered and recorded prior to the execution and delivery of the
Lease. Toward that end, Tenant does hereby fully and expressly subordinate all of its rights
under the Lease to the rights of Lender, and its successors in interest, under the Mortgage.
(a) Such Transferee shall not be: (i) subject to any credits, offsets, abatements,
deductions, defenses, claims or counterclaims, of any nature or type, that Tenant might have
against any prior landlord (including Landlord or Original Landlord); (ii) liable for any act or
omission of any prior landlord (including Landlord or Original Landlord) or liable for Landlord’s
failure to perform any of its obligations under the Lease which have accrued prior to the date on
which the Transferee shall become the owner of the Property; (iii) liable for the return of any
security deposit made by Tenant to any prior landlord (including Landlord or Original Landlord),
unless such Transferee shall have actually received such security deposit from the prior landlord;
(iv) bound by any rent or additional rent that Tenant shall have paid in advance to any prior
landlord (including Landlord or Original Landlord); (v) liable under any indemnity provision of
whatever nature contained in the Lease, including, but not limited to, any environmental
indemnification; (vi) liable for or have any responsibility related to any hazardous materials or
other environmental conditions or contamination that existed on or under the Property prior to
the date the Transferee shall become the owner of the Property; or (vii) bound by (A) any
amendment, modification, renewal or extension (except for extensions unilaterally made by
Tenant pursuant to any extension options that are contained in the Lease) to the Lease, (B) any
surrender, cancellation or termination of the Lease, whether in whole or in part (unless the
surrender, cancellation or termination is effected unilaterally by Tenant under a specific term of
the Lease; provided, however, that if Tenant's right to cancel, surrender or terminate the Lease
arises because of a default by Landlord under the Lease, Tenant shall not terminate, cancel or
surrender the Lease because of that default unless (1) Landlord is in default under the Lease
beyond any cure period provided in the Lease; (2) Tenant has given Lender prior written notice
of the default as provided in Section 7 below; and (3) the cure period provided to Lender in
Section 7 below has expired without Lender having cured the default), or (C) any waiver of any
provision of the Lease, in each of cases (A) through (C) above, that has not been consented to in
writing by Lender.
(b) Tenant shall look solely to the Property for the recovery of any judgment
or damages from Lender or any other Transferee. Tenant agrees that neither Lender, any
Transferee nor any partner, officer, director, shareholder, member, manager, employee or agent
of any of them or any successor or assign of any of the foregoing shall have any personal
liability, directly or indirectly, under or in connection with the Lease or this Agreement. The
limitation of liability provided in this paragraph is in addition to, and not in limitation of, any
limitation on liability contained in the Lease.
(c) The Transferee shall be released from all duties and obligations under the
Lease and this Agreement from and after the date that it conveys its interest in the Property to
any third person.
6. Lender’s Consent. Tenant shall not, without obtaining the prior written
consent of Lender, (a) enter into any agreement amending, modifying or terminating the Lease,
(b) prepay any of the rents, additional rents or other sums due under the Lease more than one
month in advance of the date due, (c) voluntarily surrender the premises demised under the Lease
or terminate the Lease without cause or shorten the term thereof, or (d) assign the Lease or sublet
the premises demised under the Lease or any part thereof other than pursuant to the provisions of
the Lease. Any such amendment, modification, termination, prepayment, voluntary surrender,
assignment or subletting, without Lender’s prior consent, shall not be binding upon Lender.
If to Tenant:
If to Lender:
For purposes of this Section, the term "Business Day" shall mean a day on which national
banks are not authorized or required by law to close in Bossier City, Louisiana. Either party by
notice to the other may designate additional or different addresses for subsequent notices or
communications.
10. Definitions. The term "Lender" as used herein shall include the successors
and assigns of Lender and any person, party or entity which shall become the owner of the
Property by reason of a foreclosure of the Mortgage or the acceptance of a deed or assignment in
lieu of foreclosure or otherwise. The term "Landlord" as used herein shall mean and include the
present landlord under the Lease and such landlord’s predecessors and successors in interest
under the Lease, but shall not mean or include Lender. The term "Property" as used herein shall
mean the Property, the improvements now or hereafter located thereon and the estates therein
encumbered by the Mortgage.
12. Modification of Liabilities. From time to time, Lender may, without notice
to or consent of Tenant and without impairing or affecting this Agreement, do any of the
following: (a) amend, modify, extend, or renew any or all of the Loan Documents or the
indebtedness, obligations or liabilities governed or secured thereby (the "Liabilities"); (b) change
the rate of interest being charged on the Note and/or any or all of the Liabilities; (c) release
Landlord, any guarantor, any surety or any other third party from liability on any or all of the
Liabilities; (d) compromise or settle the terms of any or all of the Liabilities; (e) forbear or agree
to forbear from taking any action against Landlord, any guarantor, any surety or any other party
in regard to any or all of the Liabilities; or (f) substitute, release, exchange, or take any other
action in regard to any collateral, including the Property, for any or all of the Liabilities.
16. Number and Gender. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms, and the
singular form of nouns and pronouns shall include the plural and vice versa.
17. Further Acts. Tenant will, at the cost of Tenant, and without expense to
Lender, do, execute, acknowledge and deliver all and every such further acts and assurances as
Lender shall, from time to time, require, for the better assuring and confirming unto Lender the
property and rights hereby intended now or hereafter so to be, or for carrying out the intention or
facilitating the performance of the terms of this Agreement or for filing, registering or recording
this Agreement, or for complying with all applicable laws.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
LENDER:
___________________________
By: _____________________________________
Name:
Title:
TENANT:
____________________________________
By:_____________________________________
Name:
Title:
LANDLORD:
_____________________________
By:_____________________________________
Name:
Title:
Exhibit A
REAL ESTATE DESCRIPTION