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204945834 Best Buy #1034 SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (the "Agreement") is made as of the /~'' day of~TU~ , 2009, by and between U.S. BANK NATIONAL ASSOCIATION, a national banking association ("Lender"), BEST BUY STORES, L.P., a Virginia limited partnership ("Tenant"), and CONTESTOGA MALL 2002, LLC, a Colorado limited liability company ("Landlord"). RECITALS: A. Lender is the present owner and holder of a certain mortgage, deed of trust, deed to secure debt or similar security agreement dated VJ~.t.C.v /-3 , 2009, given by Landlord to Lender (the "Security Instrument") which encumbers the fee estate of Landlord in certain premises described in Exhibit A attached hereto (the "Property") and which secures the payment of certain indebtedness owed by Landlord to Lender evidenced by a certain promissory note, dated ~~ eU /~3 , 2009, given by Landlord to Lender (the "Note"); and B. Tenant is the holder of a leasehold estate in a portion of the Property pursuant to the provisions of a certain lease, described as follows (collectively, the "Lease"): (i) a Lease dated March 31, 2005, and (ii) a Memorandum of Lease dated May 22, 2006; and C. Tenant has agreed to subordinate the Lease to the Security Instrument and to the lien thereof and Lender has agreed to grant non-disturbance to Tenant under the Lease an the terms and conditions hereinafter set forth. AGREEMENT: NOW, THEREFORE, the parties hereto mutually agree as follows: 1. Subordination. Provided that the proceeds of any insurance recovery or condemnation award shall be used for the purposes stated in the Lease, Tenant agrees that the Lease, as the same may hereafter be modified, amended or extended, and all of the terms, covenants and provisions thereof and all rights, remedies and options of Tenant thereunder are and shall at all times continue to be subject and subordinate in all respects to the Security Instrument and the lien thereof, including. without limitation all renewals, increases, modifications, consolidations and extensions thereof. 2. Non-Disturbance. So long as Tenant is not in default under the Lease beyond any applicable notice and cure periods, Lender agrees for itself and its successors in interest and for any purchaser of the Property upon a foreclosure of the Security Instrument for the foreclosure of the Security Instrument or the sale of the Property, 2113441~1.doc