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Subordination, Non-disturbance And Attornment Agreement

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Page 89 of 135 Pages


THIS AGREEMENT, is made this 30th day of April, 1996, by and among AMERICAN UNITED LIFE INSURANCE COMPANY, an Indiana corporation ("Lender"), SLT PROPERTIES, INC., a Delaware corporation ("Landlord"), SURGICAL LASER TECHNOLOGIES, INC., a Delaware corporation ("Sublandlord"), and SUBURBAN CABLE TV CO., INC., a Pennsylvania corporation ("Subtenant").


A. Lender is the holder of a mortgage ("Mortgage") dated August, 16, 1991 and recorded in Montgomery County, Pennsylvania in Mortgage Book 6760, page 166, granted by the Owner and by Montgomery County Industrial Development Corporation to the Lender, in the original principal amount of $3,400,000, which Mortgage creates a first mortgage lien on premises commonly known as 200 Cresson Boulevard, Oaks, Pennsylvania ("Premises").

B. Owner and Sublandlord entered into a Lease Agreement dated August 16, 1991 ("Lease"), pursuant to which Owner leased the Premises to Sublandlord.

C. Sublandlord and Subtenant have entered into a Sublease Agreement dated March 21, 1996 ("Sublease"), pursuant to which Sublandlord has agreed to sublease the Premises to Subtenant. The sublease provides that Subtenant has the right to terminate the Sublease if Lender does not execute this Agreement.

D. By the execution of this Agreement, the parties wish to provide for the non-disturbance of Subtenant's possession of the Premises and the subordination of the Subtenant's leasehold estate to the lien of the Mortgage.

NOW, THEREFORE, in consideration of the premises and of the sum of One Dollar ($1.00) by each party in hand paid to the other, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed as follows:

1. The Sublease, and all rights, options, liens or charges created thereby, is hereby made and shall be subject and subordinate to the Mortgage and the security interest created thereby insofar as it affects the Premises and to all renewals, modifications, consolidations, replacements and extension thereof. Notwithstanding the foregoing, Subtenant agrees that Lender may at any time, at its election, execute and record in the Office of the County Recorder of Montgomery County, Pennsylvania, a notice of subordination reciting that the Mortgage shall be superior to the Lease. From and after the recordation of such notice of


Page 90 of 135 Pages

subordination, the Mortgage shall be superior to the Lease and shall not be extinguished by any foreclosure or sale thereunder.

2. Subtenant agrees that it will attorn to and recognize Lender upon breach or default by Landlord under the Mortgage, any purchaser at a foreclosure or other sale under the Mortgage, any transferee who acquires the Premises by deed in lieu of foreclosure, and the successors and assigns of such purchasers, as its landlord for the unexpired balance (and extensions, if exercised) of the term of the Sublease, upon the same terms and conditions set forth in the Sublease.

3. If it should become necessary to exercise remedies under the Mortgage or if Lender shall otherwise take control of the Premises or succeed to the interest of Landlord under the Lease, or Sublease, or if the Premises are sold at a foreclosure or other sale under the Mortgage or under the Note secured by the Mortgage, Lender, for itself and its successors and assigns, shall not disturb or interfere with the enjoyment by Subtenant of Subtenant's leasehold estate in the Premises, nor terminate the Sublease nor join Subtenant in summary proceedings so long as Subtenant is not then currently in default under any of the terms, covenants or conditions of the Sublease.

4. Subtenant shall have no right to appear in any foreclosure proceedings brought under the Mortgage.

5. Subtenant agrees that it shall give Lender a copy of each notice of default delivered to Landlord or Sublandlord with respect to any default under the Sublease, which notice shall be delivered to Lender in hand or sent by registered or certified mail to the address of Lender set forth in Section 7. Subtenant further agrees that if Landlord or Sublandlord shall have failed to cure such default within the time provided for in the Sublease (including any applicable grace periods), then Lender shall have an additional 30 days within which to cure such default, or, if such default cannot be cured within that period, then such additional time as may be necessary to effect such a cure if within such 30-day period Lender has commenced and is diligently pursuing the remedies necessary to cure such default (including, but not limited to, commencement of foreclosure proceedings, if necessary to effect such cure); and Subtenant agrees that the Sublease shall not be terminated while such remedies are being pursued. Lender shall in no event be obliged to cure any default.

6. If Lender shall succeed to the interest of Landlord under the Lease, Lender shall not be:

(a) liable for any act or omission of any prior Landlord or Sublandlord;

(b) liable for the return of any security deposits (except


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