Non-Disturbance Agreement

COMPANY LETTERHEAD

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

NON-DISTURBANCE AGREEMENT

THIS NON-DISTURBANCE AGREEMENT (this "Agreement") is made and entered into this {{day}} day of {{month}}, {{year}}, by and among:

{{Lender_Name}}, a {{Lender_Entity_Type}} with its principal place of business at {{Lender_Address}} ("Lender");

{{Landlord_Name}}, a {{Landlord_Entity_Type}} with its principal place of business at {{Landlord_Address}} ("Landlord"); and

{{Tenant_Name}}, a {{Tenant_Entity_Type}} with its principal place of business at {{Tenant_Address}} ("Tenant").

WHEREAS, Landlord and Tenant entered into a Lease Agreement dated {{Lease_Date}} (the "Lease") for the premises located at {{Property_Address}} (the "Premises"); and

WHEREAS, Lender has made a loan to Landlord secured by a Mortgage, Deed of Trust, or similar security instrument (the "Mortgage") encumbering the Premises, which Mortgage is senior in priority to the Lease; and

WHEREAS, Tenant desires assurance that its possession of the Premises under the Lease will not be disturbed by Lender or any successor in interest to Lender in the event of a foreclosure of the Mortgage, provided Tenant is not in default under the Lease.

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

Non-Disturbance

Lender agrees that in the event of a foreclosure of the Mortgage, or in the event of any other exercise by Lender of the rights and remedies granted to Lender under the Mortgage, or in the event of a transfer of the Premises by Landlord in lieu of foreclosure, the Lease and Tenant's possession of the Premises shall not be terminated or disturbed, and Tenant's rights and privileges under the Lease shall remain in full force and effect as long as Tenant is not in default under the Lease.

Attornment

Tenant agrees that if Lender or any other purchaser or transferee of the Premises succeeds to the interest of Landlord under the Lease, Tenant shall attorn to and recognize such successor as its landlord under the Lease, and the Lease shall continue in full force and effect as a direct lease between Tenant and such successor upon all the terms, covenants, and conditions set forth in the Lease.

Subordination

Tenant acknowledges and agrees that the Lease and all of Tenant's rights thereunder are and shall be subject and subordinate to the Mortgage and to all advances made or hereafter to be made thereunder, and to all renewals, modifications, consolidations, replacements, and extensions thereof; provided, however, that such subordination shall not be effective to disturb Tenant's possession of the Premises as provided in Section 2 hereof.

Lender's Rights and Obligations

Lender shall not be liable for:

(a) any act or omission of any prior landlord, including Landlord;

(b) any prior default of Landlord under the Lease (unless such default continues after Lender has succeeded to Landlord's interest under the Lease and Tenant has given Lender notice thereof);

(c) any offset or defense which Tenant may have against any prior landlord, including Landlord;

(d) the return of any security deposit, except to the extent such deposit is actually received by Lender;

(e) any rental which Tenant may have paid in advance to Landlord for more than the current month's rent and one additional month's rent, unless such advance payment is actually received by Lender;

(f) any construction, repairs, or improvements required to be done by Landlord under the Lease; or

(g) any breach by Landlord of an environmental law or regulation.

Notices

Tenant agrees to send to Lender a copy of any notice of default given to Landlord under the Lease, by registered or certified mail, simultaneously with the giving of such notice to Landlord. Lender shall have the right, but not the obligation, to cure such default within the cure period provided to Landlord in the Lease, plus an additional {{Additional_Cure_Days}} days.

All notices and other communications required or permitted hereunder shall be in writing and shall be deemed duly given (a) when delivered personally, (b) when sent by facsimile (with confirmation of transmission), (c) when deposited in the mail, postage prepaid, by registered or certified mail, or (d) when delivered by a nationally recognized overnight courier service, to the parties at their respective addresses set forth above, or at such other addresses as they may designate by written notice given in accordance with this Section.

Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of {{Governing_Jurisdiction}}.

Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Non-Disturbance Agreement as of the date first written above.

LENDER:

{{Lender_Name}}

By: ___________________________

Name: {{Lender_Signatory_Name}}

Title: {{Lender_Signatory_Title}}

LANDLORD:

{{Landlord_Name}}

By: ___________________________

Name: {{Landlord_Signatory_Name}}

Title: {{Landlord_Signatory_Title}}

TENANT:

{{Tenant_Name}}

By: ___________________________

Name: {{Tenant_Signatory_Name}}

Title: {{Tenant_Signatory_Title}}