subordination, nondisturbance and attornment agreements

modification shall have been approved in writing by Bank or by any subsequentbeneficiary under the Deed of Trust.4. Attornment. If any Transfer of the Property should occur, and if Tenant is not in defaultunder the Lease, Purchaser shall be bound to Tenant and Tenant shall be bound to Purchaser under all ofthe terms, covenants and conditions of the Lease (IF APPLICABLE) [(except as provided in Section 6below)] for the balance of the Lease term and any extensions or renewals of it which may then or later bein effect under any validly exercised extension or renewal option contained in the Lease, all with the sameforce and effect as if Purchaser had been the original landlord under the Lease. Tenant does hereby attornto Purchaser, including Bank if it should become the Purchaser, as the landlord under the Lease. Thisattornment shall be effective and self-operative without the execution of any further instruments, uponPurchaser's succeeding to the interest of the landlord under the Lease.5. Tenant's Waiver of Option Rights. In the event of any Transfer of the Property, Tenantspecifically waives any right, whether arising out of the Lease or otherwise, to exercise any option whichremains unexercised at the time of such transfer, to:(a)them; orpurchase the Premises or the Property, or any interest or portion in or of either of(b) expand into other space in the Improvements. The foregoing waiver does notapply to any option to extend or renew the Lease term which is set forth in the Lease as of thedate of this Agreement; Tenant does not waive any right to exercise any such option following aTransfer of the Property. If, after the date of this Agreement, Tenant acquires any purchaseoption, option to expand into other space in the Improvements, or option to extend or renew theterm of the Lease, Tenant agrees that such option shall be subject and subordinate to the lien orcharge of the Loan Documents and shall be null and void upon any Transfer of the Property.(INSERT SECTION 6 IF THE LEASE IS TO BE MODIFIED OR IF PORTIONS OF THE LEASEWILL BE INEFFECTIVE UPON BANK FORECLOSURE.RENUMBER SUBSEQUENT SECTIONSIF NECESSARY.)[6. Modification of Lease Following Transfer. Tenant acknowledges that as landlord, Bankor another Purchaser would have different interests and concerns than those of Borrower and that certainprovisions of the Lease would be burdensome for Bank or such Purchaser following a Transfer of theProperty. Accordingly, Tenant agrees that if the Property should be so transferred, the Lease as betweenTenant and Purchaser shall be amended as set forth in the attached Exhibit B. Upon Bank's writtenrequest following any such Transfer of the Property, Tenant agrees to execute a new lease of the Premiseswith Purchaser for the remaining term of the Lease, upon the same terms and conditions as are set forth inthe Lease between Borrower and Tenant, except as modified in accordance with Exhibit B.]7. Default By Borrower. In the event of a default by Borrower in its performance of theterms, provisions and conditions of the Loan Documents, Borrower directs Tenant and Tenant agrees torecognize the assignment of rents made by Borrower to Bank in the Deed of Trust, and to pay to Bank asassignee all rents due under the Lease, upon Tenant's receipt of written notice from Bank that Borrower isin default under the terms of the Loan Documents. Borrower hereby authorizes Tenant to accept suchdirection from Bank and waives all claims against Tenant for any sums so paid at Bank's direction. Suchpayments of rents by Tenant to Bank by reason of that assignment and of Borrower's default shallcontinue until the first to occur of the following:(a)No further rent is due or payable under the Lease;D-SNDAs 11-10-07 - 24 -