and attornment agreement

LENDER'S SUBORDINATION, NONDISTURBANCEAND ATTORNMENT AGREEMENT

THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENTAGREEMENT (this "Agreement") is made and entered into as of February 20, 2004by and among 400 WALNUT GREENTREE ASSOCIATES, LP, a Pennsylvanialimited partnership (the "Master Lessee"); 400 WALNUT ASSOCIATES, aPennsylvania limited partnership ("Owner"); INDEPENDENCE COMMUNITYBANK, a New York banking corporation (together with any permitted successors orassigns, the "Lender"); and CHEVRON TCI, INC., a California corporation (the"Investor").

RECITALS

WHEREAS, Owner is the owner of real prop~rty located at and commonlyknown as 400 Walnut Street, Philadelphia, Pennsylvania (the "Building"); and

WHEREAS, the certain tract(s) of land upon which the Building is located,more particularly described in Exhibit A attached hereto, together with certainother improvements and all appurtenances, easements, rights of way and otherrights belonging to or in any way pertaining thereto or to the Building arehereinafter collectively referred to as the "Land" and, together with the Building,the "Property"; and

WHEREAS, Owner intends to rehabilitate the Building in a manner thatqualifies for the historic rehabilitation tax credit allowed for qualified rehabilitationexpenditures incurred in connection with the "certified rehabilitation" of a "certifiedhistoric structure" (the "Historic Tax Credit") pursuant to the Section 47 of theInternal Revenue Code of 1986, as amended from time to time, or any correspondingprovision or provisions of prior or succeeding law (the "Code"); and

WHEREAS, the Master Lessee has been formed to lease the Propertyincluding the rehabilitated Building from Owner pursuant to the terms of thatcertain Master Lease dated as of May 29,2002 between Owner, as landlord, and theMaster Lessee, as lessee (the "Master Lease"), the form of which Master Lease hasbeen approved by Lender; and

WHEREAS, pursuant to that certain Limited Partnership Agreement of theMaster Lessee dated May 29, 2002 (the "Limited Partnership Agreement"), theInvestor has acquired an interest in the Master Lessee and will make aninvestment therein; and

FANNIE MAE MULTIFAMILY SECURITY INSTRUMENT PENNSYLVANIA

Form 4039 11101 Page A-I

© 1997-200 I Fannie Mae

WHEREAS, Owner and the Master Lessee have executed or will execute thatcertain HTC Pass-Through Agreement (the "Pass-Through Agreement") dated as ofMay 29, 2002 pursuant to which Owner will elect under Section 50 of the Code topass-through to the Master Lessee the Historic Tax Credit to which Owner isotherwise entitled as a result of the rehabilitation of the Building; and

WHEREAS, the Lender is the lender under that certain Loan Agreementdated February 20, 2004 by and between Lender and Owner pursuant to whichLender agrees to make a mortgage loan to Owner in the aggregate amount of$13,125,000.00 (the "Mortgage Loan"), which Mortgage Loan is secured by means ofa first lien mortgage or deed of trust and other related security documents andfinancing statements given by Owner in favor of the Lender, as amended(collectively, the "Mortgage"); and

WHEREAS, the Mortgage Loan requires that Lender consent to any lease ofthe Property.

NOW, THEREFORE, in consideration of the forgoing, of mutual promises ofthe parties hereto and of other good and valuable consideration, the receipt andsufficiency of which hereby are acknowledged, the Lender hereby consents asfollows:

1. Defined Terms. Capitalized terms used herein and not otherwisedefined shall have the meanings set forth in the Master Lease. In addition to thedefined terms set forth in the Recitals to this Agreement, the following definedterms used herein shall have the meanings specified below:

"Transfer" means (a) the institution of any foreclosure, trustee's sale or otherlike proceeding, (b) the appointment of a receiver for Owner or the Property, (c) theexercise of rights to collect rents under the Mortgage or an assignment of rents, (d)the recording by Lender or its successor or assignee of a deed in lieu of foreclosurefor the property, or (e) any transfer or abandonment of possession of the Property tothe Lender or its successor or assigns in connection with any proceedings affectingOwner under the Bankruptcy Code, 11 U.S.C. §101 et seq.

"Transferee" means the Lender or any other party taking title to the Propertyin connection with a Transfer.

2. Consents. The Lender hereby consents to the Master Lease and agreesthat the existence thereof shall not constitute a default under the Mortgage Loan.

3. Subordination. The Mortgage is and shall unconditionally be andremain at all times a lien or charge upon the Property prior and superior to the


Form 4039 11101 Page A-2


Master Lease and all rights and privileges of the Master Lessee, or any subtenantthereunder, and the Master Lease, and all rights and privileges of the MasterLessee or any subtentant are hereby unconditionally subjected and madesubordinate to the lien or charge of the Mortgage.

4. Lender's Exercise of Remedies: Non-Disturbance.

(a) Subject to Section 4(c) hereof, provided (a) the Master Lessee complieswith this Agreement, (b) the Master Lessee is not in default under the terms of theMaster Lease and no event has occurred which, with the passage of time or thegiving of notice or both, would constitute a default under the Master Lease, (c) theMaster Lease is in full force and effect, both as of the date the Lender files a lispendens, or otherwise commences a Transfer, and at all times thereafter, and (d)the Master Lessee shall be in possession of the Property, no default under theMortgage and no Transfer will disturb the Master Lessee's possession under theMaster Lease and the Master Lease will not be affected or terminated thereby, andnotwithstanding any such foreclosure or other Transfer of the Property to aTransferee, the Master Lease will be recognized as a direct lease from Transferee tothe Master Lessee upon the Transfer for the balance of the term thereof.

(b) In the event that the Master Lease is recognized as a direct lease froma Transferee as aforesaid, then the liability of a Transferee under the Master Leaseshall exist only so long as such Transferee is the owner of the Property, and suchliability shall not continue or survive with respect to claims accruing after furthertransfer of ownership. A Transferee shall not be: (i) liable for any act or omission ofany prior landlord (including Owner), (ii) subject to any offsets or counterclaimswhich the Master Lessee may have against a prior landlord <including Owner),unless expressly provided for herein; (iii) bound by any prepayment of Base Rentwhich the Master Lessee may have made in excess of the amounts then due for thenext succeeding month, unless specifically approved in writing by the Lender, or beliable or responsible for any security deposit or other sums which the Master Lesseemay have paid under the Master Lease unless such deposit or other sums have beenphysically delivered to Transferee, Gv) bound by any notices given by the MasterLessee to Owner of which it did not also receive notice, (v) required after a fire,casualty or condemnation of the Property to repair or rebuild the same to the extentthat such repair or rebuilding requires funds in excess of the insurance orcondemnation proceeds specifically allocable to the Property and arising out of suchfire, casualty or condemnation which have actually been received by a Transferee,and then only to the extent required by the terms of the Master Lease, (vi) bound byany modification to the Master Lease made without Lender's consent, (vii) requiredto undertake or complete any of Landlord's Work, or (viii) responsible to provide anyadditional space at the Property or elsewhere for which the Master Lessee has any

FANNIE MAE MULTIFAMILY SECURITY INSTRUMENTPENNSYLVANIA

Form 4039 11101 Page A-3


option or right under the Master Lease, or otherwise, unless the Transferee at itsoption elects to provide the same, and the Master Lessee hereby releases theTransferee from any obligation to provide the same, and agrees that the MasterLessee shall have no right to cancel the Master Lease and shall possess no right toany claim against a Transferee as a result of the failure to provide any suchadditional space (ix) liable for or bound by any indemnity provision of whatevernature contained in the Lease, including but not limited to, any environmentalindemnification. This provision shall be applicable to the Lender, its successor's orassigns, or its nominee only and shall not be applicable to any third partypurchasing the premises from the Lender.

(c) Notwithstanding anything herein to the contrary, the Lender agreesthat it will take no action to effect a termination of the Master Lease without firstgiving to the Investor reasonable time, not to exceed thirty (30) days from the dateof the Investor's receipt of notice of the intention by the Lender to take any actionthat would effect a termination, to replace the Master Lessee's managing memberand cause the successor managing member to cause Owner to cure any defect in theMaster Lessee's compliance with the terms of Section 4(a) hereof, such that uponsuch cure the Master Lease would be entitled to the non-disturbance benefits ofSection 4(a).

5. Attornment. The Master Lessee shall attorn to any Transferee,including the Lender if the Lender becomes a Transferee, as the landlord under theMaster Lease. Said attornment is subject to the limitation of Transferee'sobligations set forth in Section 4(a) above and shall be effective and self-operativewithout the execution of any further instruments upon Transferee succeeding to theinterest of the landlord under the Master Lease. Within ten (10) days after receiptof a written request therefor from a Transferee, the Master Lessee agrees to providesuch Transferee with a written confirmation of its attornment and any other matterset forth in this Agreement. Failure to provide such written confirmation shall, atthe Transferee's sole option, constitute a default under the Master Lease, butfailure to receive such a written confirmation from the Master Lessee shall notderogate from the Master Lessee's obligations to the Transferee hereunder.

6. Notice and Cure Rights.

(a) The Master Lessee and Owner each agrees, simultaneously with thegiving of any notice under the Master Lease, to give a duplicate copy thereof to eachLender (the Default Notice"). Should either Owner or the Master Lessee default inrespect of any of the provisions of the Master Lease, the Lender shall have the right,but not the obligation, to cure such default, and either the Master Lessee or Owner,as the case may be, shall accept performance by or on behalf of the Lender as


Form 4039 11/01 Page A-4

© 1997-2001 Fannie Mae

though, and with the same effect as if, it had been done or performed by thedefaulting party. The Lender will have a period of time after the service of suchnotice upon it within which to cure the default specified in such notice, or cause it tobe cured, which is the same period for cure, if any, as is given under the MasterLease in respect of the specified default after the giving of any required noticethereunder. After Lender receives a Default Notice, Lender shall have a period often (10) days beyond the time available to Owner under the Master Lease in whichto cure the breach or default by Owner. In addition, as to any breach or default bythe Owner the cure of which requires possession and control of Property, providedonly that Lender undertakes to Master Lessee by written notice to Master Lesseewithin thirty days after receipt of the Default Notice to exercise prompt reasonablydiligent efforts to cure or cause to be cured by a receiver such breach or defaultwithin the period permitted by this paragraph, Lender's cure period shall continuefor such additional time (the "Extended Cure Period") as Lender may reasonablyrequire to either (a) obtain possession and control of the Property and thereaftercure the breach or default with reasonable diligence and continuity or (b) obtain theappointment of a receiver and give such receiver a reasonable period of time inwhich to cure the default.

(b) (i) The Lender and Owner each agrees, simultaneously with thegiving of any notice with respect to the Mortgage Loan, to give a duplicate copythereof to the Investor. Should Owner default in respect of any of the provisions ofthe Mortgage Loan, the Master Lessee or the Investor shall have the right, but notthe obligation, to cure such default, and the Lender thereof shall acceptperformance by or on behalf of the Master Lessee or the Investor as though, andwith the same effect as if, it had been done or performed by Owner. The MasterLessee or the Investor will have a period of time after the service of such noticeupon it within which to cure the default specified in such notice, or cause it to becured, which is the same period for cure, if any, as is given under the Mortgage inrespect of the specified default after the giving of any required notice thereunder.

(ii) The Lender agrees that the removal of the managing member ofthe Master Lessee by the Investor pursuant to the Limited Partnership Agreementshall not in and of itself accelerate the Mortgage Loan or constitute a default underthe Mortgage, provided that the Lender receives notice of such substitution withinten (10) days thereof.


Form 4039 11/01 Page A-5

© J997-200 I Fannie Mae

7. Exculpation of Successor Landlord.

Notwithstanding anything to the contrary in this Agreement or the MasterLease, upon any attornment pursuant to this Agreement the Master Lease shall bedeemed to have been automatically amended to provide that Transferee'sobligations and liability under the Master Lease shall never extend beyondTransferee's (or its successors' or assigns') interest, if any, in the Property from timeto time, including insurance and condemnation proceeds, Transferee's interest inthe Master Lease, and the proceeds from any sale or other disposition of Property byTransferee (collectively, " Transferee's Interest"). Master Lessee shall lookexclusively to Transferee's Interest (or that of its successors and assigns) forpayment or discharge of any obligations of Transferee under the Master Lease asaffected by this Agreement. If Master Lessee obtains any money judgment againstTransferee with respect to the Master Lease or the relationship between Transfereeand Master Lessee, then Master Lessee shall look solely to Transferee's Interest (orthat of its successors and assigns) to collect such judgment. Master Lessee shall notcollect or attempt to collect any such judgment out of any other assets of Transferee.This provision shall be applicable to the Lender, its successor's or assigns, or itsnominee only and shall not be applicable to any third party purchasing thepremises from the Lender.

8. Miscellaneous.

(a) This Agreement shall inure to the benefit of the parties hereto, theirsuccessors and assigns; provided, however, that in the event of the assignment ortransfer of the interest of a Transferee, all obligations and liabilities of suchTransferee under this Agreement shall terminate, and thereupon all suchobligations and liabilities shall be the responsibility of the party to whom theTransferee's interest is assigned or transferred; and provided further that theinterest of the Master Lessee under this Agreement may not be assigned ortransferred except to the extent the assignment of the Master Lessee's interest inthe Master Lease is permitted under the Master Lease.

(b) Anything herein or In the Master Lease to the contrarynotwithstanding, a Transferee shall have no obligation, nor incur any liability,beyond such Transferee's then interest in the Property, and the Master Lessee shalllook exclusively to such interest of the Transferee in the Property for the paymentand discharge of any obligations imposed upon the Transferee hereunder or underthe Master Lease, or otherwise, subject to the limitation of the Transferee'sobligations provided for in Section 4 above.

(c) Anything herein or in the Master Lease to the contrarynotwithstanding, in the event that the Investor or any Affiliate of the Investor shall


Form 4039 11101 Page A-6


acquire any interest in Owner, such party shall have no obligation, nor incur anyliability, beyond its then interest in the Property, and, with respect to the Investoror any Affiliate, the Lender shall look exclusively to such interest of such 'party inthe Property for the payment and discharge of any obligations imposed upon Ownerhereunder or under the Mortgage, or otherwise.

(d) This Agreement is the whole and only agreement between the partieshereto with regard to the subordination of the Master Lease to the lien or charge ofthe Mortgage, and shall supersede and cancel all other subjection or subordinationagreements, including, but not limited to, those provisions, if any, contained in theMaster Lease which provide for the subjection or subordination of said MasterLease to a deed of trust or to a mortgage or mortgages. This Agreement may not bemodified in any manner or terminated except by an instrument in writing executedby the parties hereto.

(e) This Agreement shall be deemed to have been made in the state wherethe Property is located and the validity, interpretation and enforcement of thisAgreement shall be determined in accordance with the laws of such state.

(D In the event any legal action or proceeding is commenced to interpretor enforce the terms of, or obligations arising out of, this Agreement, or to recoverdamages for the breach thereof, the party prevailing in any such action orproceeding shall be entitled to recover from the non·prevailing party all reasonableattorneys' fees, costs and expenses incurred by the prevailing party.

(g) The Master Lease may not be modified or amended so as to reduce theMaster Lease Payment or shorten the Term provided thereunder or so as toadversely affect in any other respect to any material extent the rights of anyLender, nor shall the Master Lease be canceled or surrendered, without the priorwritten consent, in each instance, of any Lender.

(h) Except as expressly provided for in this Agreement, Lender shall haveno obligations to Master Lessee with respect to the Master Lease. If an attornmentoccurs pursuant to this Agreement, then all rights and obligations of Lender underthis Agreement shall terminate, without thereby affecting in any way the rights andobligations of Transferee provided for in this Agreement.

(i) Any notices required hereunder will be in writing and will be eithergiven by U.S. registered or certified mail, return receipt requested, with postageprepaid (except in the event of a postal disruption, by strike or otherwise, in theUnited States), or sent by telex or facsimile promptly confirmed in writing, or sentby personal delivery by a nationally recognized courier service for next day delivery.


Form 4039 11101 PageA-7

© )997-2001 Fannie Mae

The current addresses and telecopy numbers of the parties to which any noticeprovided for herein shall be sent, are as follows:

If to Owner:

400 Walnut Associates1700 Walnut StreetPhiladelphia, PA 19106Attention: John Turchi, Jr.Facsimile: (215) 545-1764

With a copy to:

Wolf, Block, Schorr and Solis·Cohen LLP1650 Arch Street, 22nd FloorPhiladelphia, PA 19103Attention: Michael Puleo, Esq.Facsimile: (215) 405-3779

If to Master Lessee:

400 Walnut Greentree Associates, LP1700 Walnut StreetPhiladelphia, PA 19106Attention: John Turchi, Jr.Facsimile: (215) 545·1764

With a copy to:

Wolf, Block, Schorr and Solis-Cohen LLP1650 Arch Street, 22nd FloorPhiladelphia, PA 19103Attention: Michael Puleo, Esq.Facsimile: (215) 405-3779

If to the Lender:

Independence Community Bank195 Montague StreetBrooklyn, NY 11201Attention: Gary Honstedt, ExecutiveVice PresidentFacsimile: (718) 722-5509


Form 4039 11101 Page A-8


With a copy to:

Cullen and Dykman Bleakley Platt LLP44 Wall Street, 17th FloorNew York, NY 10005Attention: Daniel M. Bagatta, Esq.Facsimile: (212) 742-8260

In each case, with copies to:

Chevron TCI, Inc.345 California Street, 30th FloorSan Francisco, CA 94104Attention: John H. Medinger, Vice PresidentFacsimile: (415) 733-4591

and

Holland & Knight LLP10 St. James AvenueBoston, MA 02116Attention: Harry S. Dannenberg, Esq.Facsimile: (617) 523-6850

Any party may designate another addressee (and/or change its address ortelecopy number) for notices hereunder by a notice given pursuant to this Section7(h). Notices delivered personally or by facsimile will be effective upon delivery toan authorized representative of the party at the designated address; notices sent bymail in accordance with the above paragraph will be effective upon execution by theaddressee of the return receipt requested.

This Agreement may be executed in several counterparts and all so executedshall constitute one agreement binding on all parties hereto, notwithstanding thatall the parties have not signed the original or the same counterpart. Anycounterpart hereof signed by a party against whom enforcement of this Agreementis sought shall be admissible into evidence as an original hereof to prove thecontents hereof.

[SIGNATURE PAGE FOLLOWS]


Form 4039 11101 Page A-9


IN WITNESS WHEREOF, the parties have hereunto set their signatures andseals to this Subordination, Non-Disturbance and Attornment Agreement as of thedate first above written.

WITNESSIATTEST: OWNER:

400 WALNUT ASSOCIATES, aPennsylvania limited partnership, by 400Walnut Corporation, its General Partner

By: _John J. Turchi, Jr., President

MASTER LESSEE:

400 WALNUT GREENTREE ASSOCIATES,LP, a Pennsylvania limited partnership, by400 Walnut Corporation, its General Partner

By: _

John J. Turchi, Jr., President

LENDER:

INDEPENDENCE COMMUNITY BANK

By: ---,--------=-----:~----=-:::__-=-----:-Gloria M. Clarke, First Vice President

INVESTOR:

CHEVRON TCI, INC., a Californiacorporation

By:

FANNIE MAE MULTIFAMILY SECURlTY INSTRUMEPENNSYLVANIA

Form 4039 11/01 PageA-10


,~

IN WITNESS WHEREOF, the parties have hereunto set their signatures andseals to this Subordination, Non-Disturbance and Attornment Agreement as of thedate first above written.

WITNESS/ATTEST: OWNER:

400 WALNUT ASSOCIATES, aPennsylvania limited partnership, by 400Walnut .. eral Partner

MASTER LESSEE:

400 WALNUT GREENTREE ASSOCIATES,LP, a Pennsylvania limited partnership, by400 W o· eneral Partner

LENDER:'

NDENCE COMMUNITY BANK

loria M. Clarke, First Vice President

CHEVRON TCI, INC., a Californiacorporation

By:John H. Medinger, Vice President


Form 4039 11/01 Page A-fO


,~

STATE OF NEW YORK )

COUNTY OF NEW YORKss.)

RAH M. VOYTOVICHN taN PubUo State of New Yorko_~ Q2V04950596Jt08d In Suffolk CountY.

com~8Slon expires June 11, 2007

Notary PuB ic

ss.)

)

COUNTY OF NEW YORK

On the 20th day of February, 2004 before me, the undersigned, personallyappeared John J. Turchi, Jr., personally known to me or proved to me on the basisof satisfactory evidence to be the individual whose name is subscribed to the withininstrument and acknowledged to me that he executed the same in his capacity, andthat by his signature on the instrument, the individual, or the per n upon behalf ofwhich the individual acted, executed the instrument.

STATE OF NEW YORK

Notary PublicVOYTOVICHo BO bile Stale of New York

Not N~ 02\104950596Quallfled in ~uffo'k co~~ty2001

comm\ssion ExpIres June . -'ss.)

)

COUNTY OF KINGS

On the 20th day of February, 2004 before me, the undersigned, personallyappeared John J. Turchi, Jr., personally known to me or proved to me on the basisof satisfactory evidence to be the individual whose name is subscribed to the withininstrument and acknowledged to me that he executed the same in his capacity, andthat by his signature on the instrument, the individual, or the pe son up n behalf ofwhich the individual acted, executed the instrument.

STATE OF NEW YORK

On the 20th day of February, 2004 before me, the undersigned, personallyappeared Gloria M. Clarke, personally known to me or proved to me on the basis ofsatisfactory evidence to be the individual whose name is subscribed to the withininstrument and acknowledged to me that he executed the same in his capacity, andthat by his signature on the instrument, the individual, or the person upon behalf ofwhich the inn1

Nvidual actedtexecuted the' trument.

-nA IEL M. SAGAT ANotary Public, State Of New York

No. 02BA6063462Qualified In Nassau County /

Commission Expires 8/27/20 0.,-FANNIE MAE MULTIFAMILY SECURITY INSTRUMENT PENNSYLVANIA

Form 4039 11/01 Page A-II


,

STATE OF CALIFORNIA

COUNTY OF SAN FRANCISCO

)) ss.:)

On February 20, 2004, before me, Charles Hall Jr., Notary Public, personallyappeared John H. Medinger, personally known to me to be the person whose nameis subscribed to the within instrument and acknowledged to me that he executedthe same in his authorized capacity, and that by his signature on the instrument,the person or the entity on behalf of which the person acted, executed theinstrument.

1(166 ••• tH;~H:u..·Jt 6 J_ Commission # 12.B2554~. Notay PubflC - Colifania ~j SOn Fmnclsco County f

/oItfCcmm. E;cpres Oct31,:<r04u • • • • • • • • • u •

WITNESS my hand and official seal.

~~'---Commission expires: l'L.--'\. 31IJaif

FANNIE MAE MULTIFAMILY SECURITY INSTRUMENTPENNSYLVANIA

Form 4039 11/01 Page A-12


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EXHIBIT A

DESCRIPTION OF THE LAND

ALL that certain lot or piece of ground with the buildings and improvements erected thereon,situate in the Fifth Ward of the City of Philadelphia and described in accordance with a surveyand plan prepared by Barton and Martin Engineers, dated May 18, 2001, and revised May 30,2001, as follows, to wit:

BEGINNING at the point of intersection of the Southerly side of Walnut Street (50 feet wide)and the Westerly side of Fourth Street (50 feet wide); thence extending Southwardly, along thesaid Westerly side of Fourth Street, the distance of 62 feet 6-1/2 inches to a point; thenceextending Westwardly, parallel with said Walnut Street, the distance of 77 feet to a point; thenceextending Southwardly, parallel with said Fourth Street, the distance of20 feet 11-1/2 inches to apoint, thence extending Westwardly, parallel with said Walnut Street, the distance of 59 feet 7inches to a point; thence extending Northwardly, parallel with said Fourth Street, the distance of83 feet 6 inches to a point on the said Southerly side of Walnut Street; thence extendingEastwardly, along the said Southerly side of Walnut Street; thence extending Eastwardly, alongthe said Southerly side of Walnut Street, the distance of 136 feet 7 inches to the first mentionedpoint and place of BEGINNING.

Being known as Nos. 400-414 Walnut Street.

Being inter alIa same premises which GGU Insurance Company (fonnerly General AccidentInsurance Company of America), a Pennsylvania Corporation by Deed dated May 12, 2000 andrecorded June 26, 2000 in Philadelphia County as Document No. 50101332 conveyed unto 400Walnut Associates, a Pennsylvania Limited Partnership, in fee.

TOGETHER with all right, title and interest of the mortgagor in and to the land lying in thestreets and roads in front of and adjoining said premises (consisting of both Parcel A and ParcelB) to the center line thereof.

SAID PREMISES being known as 400-414 Walnut Street, Philadelphia, Pennsylvania 19106.


Form 4039 11/01 Page A-13


and attornment agreement

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