EXHIBIT “H”
FORM OF SNDA
NON-DISTURBANCE, SUBORDINATION AND ATTORNMENT AGREEMENT
This
Non-Disturbance, Subordination and Attornment Agreement (“Agreement”) is made on this day of December, 2011, by and between CCI-MILLENNIUM, L.P.,
a Texas limited partnership with an address of 720 Brazos St., Suite 900, Austin, TX 78701 (“Landlord”), PRIORITY FULFILLMENTS SERVICES, INC., a Delaware corporation with an address of 500 North Central Expressway, Plano, TX
75074 (“Tenant”); and SHAREPLUS FEDERAL BANK, with an address of 5224 Plano Parkway, Plano, TX 75093 (“Bank”).
RECITALS:
A. By Lease Agreement dated December __, 2011 (the
“Lease”), Landlord leased to Tenant certain real property and the building improvements thereon located in Collin County, Texas at 505 Millennium, Allen, TX, as particularly described on Exhibit “A” annexed
hereto and incorporated by reference herein and in the Lease (the “Leased Premises”).
B. Bank is the
beneficiary of a certain Deed of Trust dated January 31, 2011 executed by Landlord, as Grantor, in favor of Bank, as beneficiary, that will be recorded in the Real Property Records of Collin County, Texas (the “Deed of Trust”)
(the Deed of Trust, the note(s) secured thereby, and the other documents associated therewith will be referred to collectively as the “Loan Documents”).
AGREEMENTS:
NOW, THEREFORE, in consideration of the foregoing premises
and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, Landlord, Tenant, and Bank agree as follows:
1. Bank hereby consents to Landlord entering into the Lease with Tenant. Tenant agrees that the Lease is and shall be subject and subordinate in all respects to the lien of the Loan, Loan Documents and
any renewal, modification, replacement or extension of the same.
2. In the event of a foreclosure under the Loan Documents or
a conveyance in lieu of foreclosure, which foreclosure or conveyance occurs prior to the expiration date of the Lease Agreement, including all extensions and renewals of same provided for thereunder, and provided that as of the date Bank or its
successors or assigns commence such a foreclosure action or accept such a conveyance in lieu thereof, and at all times thereafter, Tenant, subject to applicable notice and cure periods, is in compliance with the terms and provisions of this
Agreement and is not in default in the performance or observation of any of the terms, covenants, provisions, representations, warranties, agreements, conditions and obligations contained in the Lease to be performed or observed by Tenant
thereunder, Bank does hereby agree (subject to the performance by Tenant of all of the terms, covenants and conditions of the Lease on the part of Tenant to be observed or performed, and the applicable notice and cure provisions of the Lease) as
follows:
a. default under the Loan Documents, as modified, extended, or increased, and no proceeding to
foreclose the same, and no conveyance in lieu of foreclosure thereof, will disturb Tenant’s quiet possession of the Leased Premises and the related improvements under said Lease, and the Lease will not be affected or cut off thereby, except to
the extent provided herein; and
b. The Lease shall continue in full force and effect, and Bank or its
successors or assigns, or any other party acquiring the Leased Premises and the related improvements upon a foreclosure sale or a conveyance in lieu of foreclosure (the “foreclosure purchaser”), as the case may be, shall
automatically recognize the Lease
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