Subordination and Attornment Agreement

SUBORDINATION AND ATTORNMENT AGREEMENT

LANDLORD – TENANT – LENDER

THIS SUBORDINATION AND ATTORNMENT AGREEMENT (this “Agreement“) is made as of the ___ day of ____________, 20___, by and between _____________, a ________________________ (the “Lender“),   ___________________________ a (the “Tenant“), and , __________________________a (the “Landlord“).

W I T N E S S E T H:

WHEREAS, the Tenant and the Landlord have entered into that certain lease agreement, dated ________________, 20____ (the “Lease“), and recorded in Book  ___, Page ____ in the office of the ____________ of County, ____________, covering the property described on Exhibit A attached hereto and made a part hereof (the “Property“); and

WHEREAS, the Lender has made a commitment to make a loan to the Landlord in the original principal amount of up to $ _______________ (the “Loan“) to be secured, inter alia, by a Deed of Trust, Security Agreement and Assignment of Rents and Leases (the “Deed of Trust“) covering, among other things, the Property and the rents and leases with respect thereto, including, without limitation, the Lease; and

WHEREAS, under the terms of the Lease, the Tenant is required to subordinate the Tenant’s rights under the Lease to a deed of trust encumbering the Property and to attorn to the purchasers, assigns, grantees or transferees of the Property, and the parties hereto desire to have the Lease made subject and subordinate to the Deed of Trust.

NOW THEREFORE, in consideration of their respective covenants herein made, the parties hereto agree as follows:

1.   The Tenant, for itself, its successors and assigns, hereby covenants and agrees that the Lease shall be and the same is hereby made subordinate to the Deed of Trust and to any extensions and modifications thereof and supplements thereto with the same force and effect as if the Deed of Trust had been executed, acknowledged, delivered and recorded prior to the execution, acknowledgment and delivery of the Lease; provided, however, foreclosure of the Deed of Trust shall not, as provided below, extinguish or terminate the Lease.

2.   Upon foreclosure of the Deed of Trust, the purchaser of the Property may terminate the Lease.  If the purchaser does not terminate the Lease, the Tenant shall remain in possession of the Property and the Tenant for itself, its successors and assigns, hereby covenants and agrees with the Lender, its successors and assigns, to make full and complete attornment:  (a) to the Lender, its successors or assigns in the event of the exercise of the right to collect rent under the Deed of Trust; and (b) to the Lender, its successors or assigns or to the purchaser or grantee otherwise of the Property, as the case may be, in the event of a foreclosure sale under the Deed of Trust or of a conveyance thereof in lieu of foreclosure or in extinguishment of the indebtedness secured thereby, such attornment to be for the balance of the term of the Lease, including, without limitation, any extension now provided thereunder, if so extended, and shall be upon the same terms, covenants and conditions as provided in the Lease so as to establish a direct privity of estate and contract between the Tenant and such other party aforesaid, with the same force and effect as though the Lease were originally made directly between such party, to whom the Tenant shall attorn aforesaid, and the Tenant, except that no such party to whom the Tenant shall attorn aforesaid shall be liable for any then existing default on the part of the Landlord under the Lease, and the Tenant shall have no right to assert any such default or claim for any damages arising therefrom as an offset against rent accruing thereafter.

3.   The term “Lease” as used herein shall be deemed to be the Lease as originally executed by the Landlord and the Tenant and as the same may be amended or modified by written agreements hereafter made, from time to time, by and between the Landlord and the Tenant and their respective successors and assigns; provided, however, the Tenant and the Landlord agree not to amend or modify the Lease without the Lender’s prior written consent and that no amendment or modification of the Lease will be effective without the Lender’s prior written consent.

4.   All of the terms, covenants, and conditions herein shall run with the land and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

5.   The term “assign” as used herein shall be deemed to include, but shall not be limited to, any other party hereafter acquiring the estate in the Property of any party hereto or any interest therein.

6.   The execution of this Agreement by the parties hereto shall not constitute a waiver of any rights of such parties under the Lease.

7.   This Agreement shall be governed by the laws of the State of _____________.  This Agreement may be executed in several counterparts, each of which shall constitute an original but which when taken together shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

LENDER

___________________________

By: ______________________

_________________________

Its (Vice) President

TENANT

By: ______________________

_________________________

Its (Vice) President

LANDLORD

By: ________________________

__________________________

Its (Vice) President

STATE OF _____________________

COUNTY OF ___________________

Personally appeared before me, the undersigned authority in and for the said County and State, on this ___ day of ________________, 20____, within my jurisdiction, the within named , who acknowledged [he] [she] [they] executed the above and foregoing instrument.

_________________________

NOTARY PUBLIC

My Commission Expires:

_______________________

STATE OF _________________________

COUNTY OF _______________________

Personally appeared before me, the undersigned authority in and for said County and State, on this _____ day of _________________, 20___, within my jurisdiction, the within named , who acknowledged [he] [she] is of , a corporation, and that for and on behalf said corporation, as its act and deed [he] [she] executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do.

__________________________

NOTARY PUBLIC

My Commission Expires:

________________________

STATE OF _______________________

COUNTY OF _____________________

Personally appeared before me, the undersigned authority in and for said County and State, on this ____ day of _______________, 20___, within my jurisdiction, the within named , who acknowledged [he] [she] is of , a corporation, and that for and on behalf said corporation, as its act and deed [he] [she] executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do.

___________________________

NOTARY PUBLIC

My Commission Expires:

__________________________

STATE OF ________________________

COUNTY OF ______________________

Personally appeared before me, the undersigned authority in and for said County and State, on this ___ day of ________________, 20___, within my jurisdiction, the within named , who acknowledged [he] [she] is of , a corporation, and that for and on behalf said corporation, as its act and deed [he] [she] executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do.

______________________________

NOTARY PUBLIC

My Commission Expires:

_________________________

EXHIBIT A

Legal Description

See attached copy.

State Specific Landlord Tenant Agreement Forms

—-For State Specific Landlord Tenant Agreement Forms you can download in Word Format go to

http://www.uslegalforms.com/landlordtenant/


Inside Subordination and Attornment Agreement