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<br />200804919
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<br />NOW, THEREFORE, for and in consideration of the mutual covenants and agreements
<br />herein contained, the making of the Loan by the Lender to the Landlord and other good and
<br />valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
<br />hereto do hereby covenant and agree as follows;
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<br />1. Tenant's interest in the Lease, including any option in favor of Tenant to renew
<br />the Lease or to purchase the Leased Premises, or any portion thereof, shall be subject and
<br />subordinate to the Deed of Trust in all respects. The term "Deed of Trust" shall include the Deed
<br />of Trust and any and all amendments, supplements, modifications, renewals, extensions or
<br />replacements thereof.
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<br />2. Lender agrees that it will not take any action which will disturb Tenant's quiet
<br />enjoyment or its possession of the Leased Premises provided the Tenant shall have performed
<br />and shall continue to perform all of the covenants and conditions of the Lease to be performed by
<br />the Tenant and shall not be in default thereunder, and provided further than an Event of Default
<br />(hereinafter called an "Event of Default") as defmed in the Term Loan Agreement dated of even
<br />date herewith between Lender and Landlord (as the same may be amended, modified,
<br />supplemented or restated from time to time, the "Loan Agreement") shall not have occurred.
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<br />3. Notwithstanding any provision herein or in the Lease to the contrary, upon the
<br />occurrence of an Event of Default, Lender may, in its sole discretion, elect to cause the Lease to
<br />be terminated for any reason whatsoever, whether or not Tenant is in default under the Lease, by
<br />giving written notice of its election to Landlord and Tenant, whereupon the Lease shall be
<br />deemed to be terminated on the date such notice is given, and Tenant shall immediately
<br />surrender the Leased Premises. If Lender does not exercise its right to terminate the Lease, then
<br />after the receipt by Tenant of notice from Lender of completion of a foreclosure sale under the
<br />Deed of Trust or that Lender has received a conveyance of the Leased Premises in lieu of
<br />foreclosure, Tenant will attorn to and recognize Lender, its successors and assigns, or any
<br />. purchaser at the foreclosure sale, as its substitute lessor under the Lease, and, having thus
<br />attorned, Tenant's possession shall not thereafter be disturbed by Lender during the term of the
<br />Lease, as long as Tenant shall continue to pay the rental and otherwise observe and perform the
<br />covenants, terms and conditions of the Lease to be observed and performed by Tenant
<br />thereunder. Lender and Tenant shall execute and deliver, upon request, appropriate agreements
<br />of attornment and recognition, but this Agreement shall be deemed to be self-operative, and no
<br />such separate agreements shall be required to effectuate the foregoing attornment and
<br />recognition.
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<br />4. If Lender does not elect to terminate the Lease as set forth above, Lender may
<br />demand all rents and other monies due pursuant to the Lease be paid directly to Lender and, upon
<br />receipt of such demand in writing, Tenant will remit all such rent and other payments to Lender,
<br />or in accordance with the directions of Lender, until further notice.
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<br />5. If Lender does not elect to terminate the Lease as set forth above, and if Lender or
<br />any other person, party or entity becomes the owner of the Leased Premises (''New Owner") as a
<br />result of a foreclosure sale under the Deed of Trust or a conveyance in lieu of foreclosure, (a)
<br />Tenant shall have no claim against New Owner resulting from, and New Owner shall not be
<br />liable for, any act, omission and/or breach ofthe Lease by any prior or subsequent landlord under
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<br />Doc# 2682297\ 1
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