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Grand Island, NE - #1241
<br />SUBORDINATION, NONDISTURBANCE
<br />AND ATTORNMENT AGREEMENT
<br />(Grand Island JV Construction)
<br />THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT (the
<br />"Agreement ") is made and entered into this $ 1St•day of March, 2015, by and among DICK'S SPORTING
<br />GOODS, Inc., a Delaware corporation ( "Tenant "), whose address is 345 Court Street; Coraopolis, Pennsylvania
<br />15108; FIRST NATIONAL BANK OF OMAHA, a national banking association ( "Lender "), whose address is
<br />1620 Dodge Street, Omaha, Nebraska 68102; and GRAND ISLAND JOINT VENTURE, LLC, a Missouri limited
<br />liability company, whose address is 2127 Innerbelt Business Center Drive, Suite 310, St. Louis, Missouri 63114
<br />( "Borrower ").
<br />RECITALS:
<br />2.015020
<br />A. Lender has made a mortgage loan ( "Loan") to Borrower secured by a Deed of Trust, Security
<br />Agreement and Assignment of Rents (the "Deed of Trust ") on the real property which includes the real estate in Hall
<br />County, Nebraska, legally described on Exhibit "A" attached hereto (the "Demised Premises "); and
<br />B. Tenant is the Tenant under a Lease dated October 3, 2014, as amended by First Amendment to
<br />Lease dated December 4, 2014 and Second Amendment to Lease dated February 26, 2015, in, which Borrower is
<br />Landlord (together with all other amendments, substitutions, replacements and renewals thereto from time to time,
<br />collectively, the "Lease "); and
<br />C. Lender requires that Tenant subordinate the Lease and its interest in the Demised Premises in all
<br />respects to the lien of the Deed of Trust and Tenant attom to Lender and acknowledge that the Lease is in full force
<br />and effect; and
<br />D. In return, Lender is agreeable to not disturbing Tenant's possession of the Demised Premises so
<br />long as Tenant is not in default under the Lease beyond any applicable notice and cure periods.
<br />NOW, THEREFORE, intending to be legally bound, the parties hereby agree as follows:
<br />1. Subordination. Subject to the terms of this Agreement, the rights of Tenant in, to, and under the
<br />Lease, and the Demised Premises are hereby subjected and subordinated, and shall remain, in all respects and for all
<br />purposes, subject and subordinate to the lien of the Deed of Trust and to any and all renewals, modifications, and
<br />extensions thereof, and any and all other instruments held by Lender as security for the Loan. The subordination of
<br />the Lease shall be conditioned and contingent upon Section 2 of this Agreement.
<br />2. Tenant Not to be Disturbed. So long as Tenant is not in default (beyond any period given Tenant
<br />by the terms of the Lease to cure such default) in the payment of Rent or Additional Rent (as such terms are defined
<br />in the Lease) or in the performance of any of the terms, covenants, or conditions of the Lease on Tenant's part to be
<br />performed, (a) Tenant's possession of the Demised Premises, or any extension or renewal rights therefor in the
<br />Lease shall not be diminished, disturbed, affected, impaired or interfered with by Lender, and Tenant's occupancy of
<br />the Demised Premises shall not be disturbed by Lender during the term of the Lease or any such extensions or
<br />renewals thereof, and (b) Lender will not join Tenant as a party defendant in any action or proceeding (i) to enforce
<br />any rights under the Deed of Trust, the note or other obligation secured thereby, except to the extent required by
<br />applicable law, or (ii) foreclosing the Deed of Trust unless such joinder is necessary to foreclose the Deed of Trust
<br />and then only for such purpose and not for the purpose of terminating the Lease.
<br />3. Tenant to Attom to Lender. If Lender shall become the mortgagee in possession, or if Lender or
<br />any purchaser or transferee shall succeed to the interests of Landlord under the Lease or become the owner of the
<br />Demised Premises, or the Demised Premises shall be sold by reason of foreclosure or other proceedings brought to
<br />enforce the Deed of Trust, or the Demised Premises shall be transferred by deed in lieu of foreclosure, the Lease
<br />shall continue in full force and effect as a direct lease between the then owner of the Demised Premises and Tenant,
<br />and Tenant hereby attoms to Lender or any other such owner as its lessor, said attomment to be effective and self-
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