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SUBORDINATION, NON - DISTURBANCE AND ATTORNMENT AGREEMENT THIS SUBORDINATION, NON - DISTURBANCE AND ATTORNMENT AGREEMENT (this "Agreement ") is made and entered into as of this 22nd day of December, 2015, by and among SIMMONS FIRST NATIONAL BANK (hereinafter called the "Lender "), PF OMAHA #1, LLC, a New York limited liability ocmpany (hereinafter called the "Tenant ") and KM GRAND ISLAND JOINT VENTURE, LLC, a Missouri limited liability company (hereinafter called the "Landlord "). 51810710.1 WITNESSETH: 201600516 WHEREAS, Landlord owns certain real property located in Hall County, Nebraska, and more particularly described in Exhibit A attached hereto and made a part hereof (said property being hereinafter called the "Property "); and WHEREAS, Landlord and Tenant made and entered into that certain Lease, dated July 13, 2015, with respect to certain premises constituting the Property therein described, known as Park Island Square (said Lease being hereinafter called the "Lease" and said premises being hereinafter called the "Premises "); and WHEREAS, on or about the date hereof, Landlord has entered into and delivered that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing in favor of Lender to be recorded in the Recorder of Deeds Office for the County of Hall, State of Nebraska prior to the recording of this Agreement (said Deed of Trust and Security Agreement being hereinafter called the "Mortgage "), conveying the Property to secure the payment of the indebtedness described in the Mortgage; and WHEREAS, on or about the date hereof, Landlord has entered into and delivered that certain Assignment of Leases and Rents in favor of Lender to be recorded in the Recorder of Deeds Office for the County of Hall, State of Nebraska prior to the recording of this Agreement (said Assignment of Leases and Rents being hereinafter called the "Assignment of Leases "), assigning all of Landlord's right, title and interest as lessor under the Lease to further secure the indebtedness described in the Mortgage; and WHEREAS, the parties hereto desire to enter into this Agreement; NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender, Tenant and Landlord hereby covenant and agree as follows: 1. Non - Disturbance. So long as no default exists, nor any event has occurred which has continued to exist for such period of time (after notice, if any, required by the Lease) as would entitle the lessor under the Lease to terminate the Lease or would cause, without any further action on the part of such lessor, the termination of the Lease or would entitle such lessor to dispossess the lessee thereunder, the Lease shall not be terminated, nor shall such lessee's use, possession or enjoyment of the Premises or rights under the Lease be interfered with in any foreclosure or other action or proceeding in the nature of foreclosure instituted under or in