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<br />3. Tenant to Attorn To Lender, If Lender shall become the owner of the Premises or the
<br />Premises shall be sold by reason of foreclosure or other proceedings brought to enforce the Deed of
<br />Trust or the Premises shall be transferred by deed in lieu of foreclosure, the Lease shall continue in full
<br />force and effect as a direct Lease between the then owner of the Premises, who shall succeed to the
<br />rights and duties of the Landlord and Tenant Tenant shall attorn to Lender or any other such owner as
<br />its Landlord, said attornment to be effective and self-operative without the execution of any further
<br />instruments, Tenant hereby waives the provisions of any statute or rule of law, now or hereafter in
<br />effect, which may give or purport to give Tenant any right or election to terminate or otherwise adversely
<br />affect the Lease and the obligations of Tenant thereunder as a result of any such foreclosure or deed-in-
<br />lieu of foreclosure.
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<br />4. Notice of Discharae. Borrower shall give notice to Tenant of the reconveyance or other
<br />release of the Deed of Trust within 30 days of the date the reconveyance or other release is recorded,
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<br />5. Limitations. Lender (and any successor or assign of Lender) shall not be (i) liable for
<br />any act or omission of Lessor or any predecessor-in-interest for which Lender has not received notice
<br />and opportunity to cure pursuant to Section 6 below, (ii) subject to any offsets, counterclaims or defenses
<br />which Tenant may have against Lessor or any predecessor-in-interest, except for any offsets or defenses
<br />that may continue (provided Lender has received notice and opportunity to cure pursuant to Section 6
<br />below) or that may arise during Lender's ownership of the Demised Premises, (iii) liable for any security
<br />deposit or payment of rent (for more than one (1) month in advance of the date due under the Lease)
<br />made by Tenant to Lessor or predecessor-in-interest, except to the extent actually received by Lender or
<br />(iv) obligated to expand the Project, construct additional improvements or otherwise expend funds which
<br />are capital in nature except for items or ordinary maintenance and repair Notwithstanding any term of
<br />the Lease, upon foreclosure of the Deed of Trust, or acceptance of a deed in lieu thereof or other similar
<br />transfer, any environmental/hazardous materials indemnity and/or reimbursement provisions under the
<br />Lease shall not be applicable to, or enforceable against, Lender, any successor in interest to or assigns
<br />of Lender and/or any purchaser at foreclosure and any transferee thereof. If Lender shall become the
<br />owner of the Project or the Project shall be sold by reason of foreclosure or other proceedings brought to
<br />enforce the Deed of Trust or the Project shall be conveyed by deed-in-lieu of foreclosure, Tenant agrees
<br />that, notwithstanding anything to the contrary contained in the Lease, after such foreclosure sale or
<br />conveyance by deed-in-lieu of foreclosure, Lender shall have no personal liability to tenant under the
<br />Lease and Tenant shall look solely to the estate and property of Landlord in the Project, to the net
<br />proceeds of sale thereof or the rentals received therefrom, for the satisfaction of Tenant's remedies for
<br />the collection of a judgment or other judicial process requiring the payment of money by Landlord in the
<br />event of any default or breach by Landlord with respect to any of the terms, covenants, and conditions of
<br />the Lease to be observed or performed by Landlord and any other obligation of Landlord created by or
<br />under this Lease, and no other property or assets of Landlord or of its partners, officers, beneficiaries, co-
<br />tenants, shareholders, or principals (as the case may be) shall be subject to levy, execution or other
<br />enforcement procedures for the satisfaction of Tenant's remedies. The term "Landlord" as used herein
<br />shall be limited to mean and include only the owner or owners at the time in question of Landlord's
<br />interest in the Lease, which term shall include Lender in the event Lender acquires title to the Project
<br />Further, in the event of any transfer by Landlord of Landlord's interest in this Lease, Landlord (and in the
<br />case of any subsequent transfers or conveyances, the then assignor), including each of its partners,
<br />officers, beneficiaries, co-tenants, shareholders or principals (as the case may be) shall be automatically
<br />freed and released, from and after the date of such transfer or conveyance, of all liability for the
<br />performance of any covenants and agreements which accrue subsequent to the date of such transfer of
<br />Landlord's interest
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<br />6. Notice And Cure Riahts. Tenant agrees with Lender that from and after the date
<br />hereof, Tenant will not terminate or seek to terminate the Lease by reason of any act or omission of the
<br />lessor thereunder or for any other reason until Tenant shall have given written notice, by registered or
<br />certified mail, return receipt requested, of said act or omission to Lender, which' notice shall be
<br />addressed to CALIFORNIA BANK & TRUST, a California banking corporation, 1900 Main Street, Suite
<br />200, Irvine, Caiifornia 92614; and until a period of time equal to the greater of: (a) the time allowed
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<br />Subordination, Non-Disturbance & Attornment Agreement
<br />IR01/278154
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<br />2
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<br />6/2812004
<br />Rev: 5/14/02
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