Exhibit 10.14
SUBORDIANTION,
NON-DISTURBANCE
AND ATTORNMENT
AGREEMENT
THIS SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT (this “Agreement”), is made as
of February 1, 2005, by and among VISION BANK
(“Tenant”), whose address is P. O. Box 4649, Gulf
Shores, Alabama 36547, Forest View Apartments, Inc.
(“Landlord”), whose address is P. O. Box 506, Point
Clear, Alabama 36564 and First Gulf Bank (“Lender”),
whose address is 949 Fairhope Avenue, Fairhope, Alabama
36532.
RECITALS
A. Tenant is the lessee of the land
legally described in the attached Exhibit A pursuant to a Lease
Agreement, dated February 1, 2005 (the “Lease”) and the
fee simple owner of the improvements located thereon (collectively,
the “Premises”).
B. The Premises in encumbered by
that certain Mortgage (the “Mortgage”) from Landlord in
favor of Lender which Mortgage was recorded in Instrument Number
870238.
C. Tenant and Lender have agreed to
recognize their rights with respect to the Premises in accordance
with the terms and provision fo this Agreement and have further
certified to and agreed as to certain matters with respect to the
Lease as more particularly set forth herein.
NOW, THEREFORE, in consideration of
the premises and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto mutually covenant and agree as follows:
1. Subordination.
Notwithstanding anything to the contrary contained in the Lease,
the Lease and the leasehold estate created therby declared to be,
and hereafter shall continue at all times to be, junior, subject
and subordinate, in each and every respect, to the Mortgage,
including, without limitation, (i) any and all increases, renewals,
modifications, extensions, substitutions, replacements and or
consolidations of the Mortgage.
2. Attornment.
Notwithstanding the foregoing subordination, if the interest of
Landlord under the Lease shall be transferred by reason of
foreclosure or other proceeding (judicial or non-judicial) for
enforcement of the Mortgage or by reason of a deed in lieu of
foreclosure, Tenant, at the election of the transferee and its
successors and assigns (herein and hereafter together called the
“Purchaser”) acquiring said interest, shall be bound to
the Purchaser pursuant to