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200011180 <br />subordinate and inferior to the lien of the Trust Deed. Tenant acknowledges American Family's <br />right to receive notice of and to cure a default by Landlord under the Lease as set forth in such <br />Lease. <br />2. Tenant enters into this Agreement with the understanding and upon the <br />condition that, notwithstanding the subordination of Tenant's Lease to the Trust. Deed, for so <br />long as Tenant shall duly and punctually perform and observe all of its covenants, terms and <br />obligations under the terms of the Lease and shall not be in default thereunder, after the expiration <br />of any applicable period within which to cure such default, (a) American Family shall recognize <br />the validity of the Lease and all of Tenant's rights thereunder; and (b) notwithstanding any <br />default by Borrower under the Trust Deed, foreclosure of the Trust Deed by American Family, <br />or American Family's succession to title by deed in lieu of foreclosure, American Family (or <br />its successors by grant, assignment, mortgage foreclosure or otherwise) shall not alter, disturb or <br />interfere with Tenant's possession and use of the Premises during the remainder of the term of <br />the Lease or any extension thereof. <br />3. If American Family shall become the owner of the Premises, or if the <br />Premises shall be sold by reason of foreclosure, exercise of power of sale or other proceeding to <br />enforce the Trust Deed, or if the Premises shall be transferred by deed in lieu of foreclosure, <br />prior to the termination of the Lease then at American Family's sole option, (i) the Lease shall <br />continue as a direct Lease between Tenant and the then owners of the Premises (including <br />American Family or the grantee under any deed as a result of foreclosure or in lieu of <br />foreclosure), upon, and subject to all of the terms, covenants and conditions of the Lease, for the <br />balance of the term of the Lease, including renewals and extensions, if any; and (ii) Tenant shall <br />attorn to American Family or any such other owner as its Landlord to the same extent and with <br />the same force and effect as though the Lease were directly from American Family (or other such <br />owner) to Tenant, PROVIDED HOWEVER, that American Family shall not: (a) be liable for <br />any act or omission of any prior landlord (including Landlord) under the Lease; or (b) be subject <br />to any offsets or defenses which Tenant might have against any prior landlord (including <br />Landlord); or (c) be bound by any rent or additional rent which Tenant might have paid in <br />advance to any prior landlord (including Landlord) for a period in excess of one month or by any <br />security deposit, cleaning deposit or other prepaid charge which Tenant might have paid in <br />advance to any prior landlord (including Landlord); or (d) be bound by any amendment, <br />modification or termination of the Lease made without American Family's written consent; or <br />(e) be liable for any refusal or failure to perform or complete Landlord's work or otherwise to <br />prepare the Premises for occupancy in accordance with the provisions of the Lease. <br />4. Attached to this Agreement as Exhibit B is a true and correct copy of the <br />Lease, together with all amendments, modifications, supplements, renewals, extensions, and lease <br />guaranties relating to the Lease through the date of this Agreement. As of the date hereof, the <br />Lease is in full force and effect and has not been otherwise modified, altered or amended <br />other than as set forth herein or any exhibits attached hereto. The Lease represents the entire <br />agreement by and between Landlord and Tenant. Tenant acknowledges that the Lease may not <br />be amended or terminated without the prior written consent of American Family, which consent <br />may be given or withheld in American Family's absolute discretion. <br />