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200011180 EXHIBIT E SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT AND ESTOPPEL CERTIFICATE THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT AND ESTOPPEL CERTIFICATE ( "Agreement "), made as of this day of , by and between , a ( "Tenant "), KELLY & COHEN APPLIANCES, INC., an Ohio corporation ( "Landlord "), and AMERICAN FAMILY LIFE INSURANCE COMPANY, an insurance corporation organized and existing under the laws of the State of Wisconsin, having as its mailing address Investment Division, 6000 American Parkway, Madison, Wisconsin 53783- 0001 (herein, together with its successors and assigns, called "American Family "). RECITALS: Tenant has entered into a Lease dated as of (which indenture, together with any renewals, modifications, supplements and extensions is hereinafter called the "Lease "). Tenant has, pursuant to the terms of the Lease obtained the right, to occupy certain premises (the "Premises ") consisting of a retail building and site improvements more particularly described on Exhibit A attached hereto and hereby made a part of this Agreement. The landlord's interest under the Lease is currently held by Landlord. The Premises and the Lease have been encumbered by a Trust Deed, Security Agreement and Fixture Financing Statement (the "Trust Deed "), granted by Landlord, with its principal office located at c/o Vice President - Finance, REX Stores Corporation, 2875 Needmore Road, Dayton, OH 45414, to American Family. The Trust Deed has been recorded in the offices of the Hall County, Nebraska Register of Deeds, as security for repayment of Landlord's indebtedness to American Family. NOW, THEREFORE FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, Landlord, Tenant and American Family hereby agree as follows and, with the knowledge that American Family will rely upon the content of this Agreement in approving the Lease pursuant to the Trust Deed referenced in the preceding paragraphs hereof: 1. Tenant agrees and confirms that the Trust Deed (which term, as used herein, shall include any and all extensions, renewals, amendments and supplements which may from time to time be made to the Trust Deed) shall at all times constitute a superior and prior lien against the Premises. Tenant agrees that Tenant's Lease and all renewals, revisions, modifications, consolidations, replacements and extensions thereof shall at all times be subject and