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<br />When recorded, return to:
<br />SNELL & WILMER L.L.P.
<br />One Arizona Center
<br />400 East Van Buren Street, Suite 1900
<br />Phoenix, Arizona 85004-2202
<br />Attention: Jenna Bouchard, Esq.
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<br />SUBORDINATION, NON -DISTURBANCE, AND ATTORNMENT AGREEMENT
<br />THIS SUBORDINATION, NON -DISTURBANCE, AND ATTORNMENT
<br />AGREEMENT (this "Agreement"), is made as of June 30, 2021, by and among TRI CITY FOODS
<br />OF NEBRASKA LLC, a Delaware limited liability company ("Tenant"), ALLSTATE BK REAL
<br />ESTATE HOLDINGS, LTD., a Texas limited partnership ("Landlord"), and WOODFOREST
<br />NATIONAL BANK ("Lender").
<br />PRELIMINARY STATEMENT
<br />Landlord and Tenant are parties to that certain Lease Agreement dated June 30, 2021 (the
<br />"Lease"), pursuant to which Tenant leases from Landlord certain real property legally described
<br />on the attached Exhibit A and the improvements located thereon (the "Premises"). The Premises
<br />are or will be encumbered by that certain Deed of Trust, Security Agreement, Assignment of
<br />Leases and Rents, Financing Statement, and Fixture Filing, dated of even date herewith, from
<br />Landlord for the benefit of Lender (the "Deed of Trust"), securing the Obligations described in
<br />that certain Loan Agreement, dated of even date herewith, by and between Landlord, as Borrower,
<br />and Lender (as it may be amended, restated, replaced, and/or renewed from time to time, the "Loan
<br />Agreement"), and the other Loan Documents. Tenant has agreed to recognize the rights of Lender
<br />in accordance with the terms and provisions of this Agreement. Capitalized terms used herein and
<br />not defined shall have the meanings given to such terms in the Loan Agreement.
<br />AGREEMENT
<br />In consideration of the mutual covenants and provisions of this Agreement, the parties
<br />agree as follows:
<br />1. Subordination. Notwithstanding anything to the contrary contained in the Lease,
<br />the Lease and the leasehold estate created thereby are hereby declared to be, and hereafter shall
<br />continue at all times to be, junior, subject and subordinate, in each and every respect, to the Deed
<br />of Trust, including, without limitation, (a) any and all increases, renewals, modifications,
<br />extensions, substitutions, replacements and or consolidations of the Loan Agreement, Deed of
<br />Trust or other Loan Documents and (b) any future deed of trust or encumbrance affecting the
<br />Premises held by or made for the benefit of Lender and/or its successors and assigns. The
<br />foregoing subordination (i) is effective and self -operative without the necessity for execution of
<br />any further instruments and (ii) is to have the same force and effect as if such present or future
<br />4812-7862-5775
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