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200901438 Statement and Fixture Filing (the "Mortgage") encumbering the Property and assIgmng Landlord's interest in certain leases, including the Lease, to Lender (the "Loan"). C. A condition of making the Loan by Lender to Landlord is that the Lease be subordinated to the Mortgage and that the Tenant agree to attorn to Lender. D. Tenant has agreed that Tenant will subordinate the Lease to the Mortgage and attorn to Lender, provided Tenant is assured of continued and undisturbed occupancy of the Leased Premises under the terms of the Lease, so long as Tenant is not in default under the Lease. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth below, the parties agree as follows: 1. The Lease and any extensions, renewals, replacements or modifications thereof, and all the right, title and interest of Tenant in and to the Leased Premises, are and shall be subject and subordinate to the Mortgage and all other loan documents evidencing and securing the Loan (the Mortgage and such other loan documents as the same may hereafter be amended, modified, restated or consolidated being hereinafter collectively referred to as the "Loan Documents"), to all of the terms and conditions contained therein, and to any renewals, modifications, replacements, consolidations and extensions thereof. 2. Lender agrees with Tenant that, in the event the interest of Landlord in the Property and the Lease shall be acquired by Lender (the term "Lender" as used in this Paragraph 2 and Paragraphs 3 and 4 following shall include any purchaser at a foreclosure sale of the Mortgage) by reason of foreclosure of the Mortgage or other proceeding brought to enforce the rights of the holder thereof, by deed in lieu of foreclosure or by any other method, or in the event of any other action pursuant to the Loan Documents, then in any such event: (a) Tenant shall not be joined as a party defendant III any such foreclosure proceeding which may be instituted by Lender; and (b) The Lease shall not be terminated or affected by any such action and Lender will recognize Tenant's rights under the Lease, and Tenant shall peaceably hold and enjoy the Leased Premises for the remainder of the unexpired term of the Lease upon the same provisions that are set forth in the Lease, except as set forth in Paragraph 3 below, and without any hindrance or interruption by Lender so long as Tenant shall not be in default in the performance of its obligations under the Lease. 3. In consideration of the foregoing covenants by Lender, Tenant agrees with Lender that in the event the interest of Landlord in the Property and the Lease shall be acquired by Lender by reason of foreclosure of the Mortgage or other proceeding brought to enforce the rights of the holder thereof, by deed in lieu of foreclosure or any other method, Tenant shall attorn to and recognize Lender as its landlord for the remainder of the unexpired term of the Lease. Upon any such attornment, the Lease shall continue in full force and effect as a direct 64504.000043 EMF_US 26509956vl