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201308233
<br />WHEREAS, the Mortgage on the Property is in the original principal sum of Three hundred forty
<br />thousand dollars and no /cents ($340,000.00), which Mortgage has been recorded in the appropriate public office
<br />in and for Hall County, Nebraska ( "Mortgage "); and
<br />WHEREAS, Tenant desires to be assured of continued occupancy of the Premises under the terms of
<br />the Lease and subject to the terms of this Agreement.
<br />NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein
<br />contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be
<br />legally bound hereby, agree as follows:
<br />1. So long as this Agreement will remain in full force and effect, the Lease is and will be subject
<br />and subordinate to the lien and effect of the Mortgage insofar as it affects the real property and fixtures of which
<br />the Premises forms a part (but not Tenant's trade fixtures and other personal property), and to all renewals,
<br />modifications, consolidations, replacements and extensions thereof, to the full extent of the principal sum
<br />secured thereby and interest thereon, with the same force and effect as if the Mortgage had been executed,
<br />delivered, and duly recorded among the above - mentioned public records, prior to the execution and delivery of
<br />the Lease.
<br />2. In the event Mortgagee takes possession of the Premises as mortgagee -in- possession, including
<br />but not limited to, by deed in lieu of foreclosure or foreclosure of the Mortgage, Mortgagee agrees not to affect
<br />or disturb Tenant's right to possession of the Premises and any of Tenant's other rights under the Lease in the
<br />exercise of Mortgagee's rights so long as Tenant is not then in default, after applicable notice and/or grace
<br />periods, under any of the terms, covenants, or conditions of the Lease.
<br />3. In the event that Mortgagee succeeds to the interest of Landlord or other landlord under the
<br />Lease and/or to title to the Premises, Mortgagee and Tenant hereby agree to be bound to one another under all of
<br />the terms, covenants and conditions of the Lease; accordingly, from and after such event, Mortgagee and Tenant
<br />will have the same remedies against one another for the breach of an agreement contained in the Lease as
<br />Tenant and Landlord had before Mortgagee succeeded to the interest of Landlord; provided, however, that
<br />Mortgagee will not be:
<br />(a) personally liable for any act or omission of any prior landlord
<br />(including Landlord); or
<br />(b) bound by any rent or additional rent which Tenant might have paid for
<br />more than the payment period as set forth under the Lease (one month,
<br />year etc.) in advance to any prior landlord (including Landlord).
<br />4. In the event that Mortgagee or anyone else acquires title to or the right to possession of the
<br />Premises upon the foreclosure of the Mortgage, or upon the sale of the Premises by Mortgagee or its successors
<br />or assigns after foreclosure or acquisition of title in lieu thereof or otherwise, Tenant agrees not to seek to
<br />terminate the Lease by reason thereof, but will remain bound unto the new owner so long as the new owner is
<br />bound to Tenant (subject to paragraph 3 above) under all of the terms, covenants and conditions of the Lease.
<br />5. Mortgagee understands, acknowledges and agrees that notwithstanding anything to the contrary
<br />contained in the Mortgage and/or any related financing documents, including, without limitation, any UCC -1
<br />financing statements, Mortgagee will acquire no interest in any furniture, equipment, trade fixtures and/or other
<br />property installed by Tenant on the Property. Mortgagee hereby expressly waives any interest which Mortgagee
<br />may have or acquire with respect to such furniture, equipment, trade fixtures and/or other property of Tenant
<br />now, or hereafter, located on or affixed to the Property or any portion thereof and Mortgagee hereby agrees that
<br />same do not constitute realty regardless of the manner in which same are attached or affixed to the Property.
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