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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.
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