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THIS AGREEMENT, made and entered into this day of <br />October, 2002, by and between PLATTE VALLEY STATE BANK, of Kearney, <br />Nebraska, hereinafter referred to as "LENDER", and L.U.D. <br />INVESTMENTS, L.L.C., A Nebraska Limited Liability Company, <br />hereinafter referred to as "LESSOR ", and IMAGISTICS INTERNATIONAL, <br />INC., A Delaware Corporation, hereinafter referred to as "LESSEE ". <br />WHEREAS, LENDER is the holder of a Deed of Trust and Security <br />Agreement from LESSOR, as recorded in the Register of Deeds of Hall <br />County, Nebraska, encumbering the premises described as Lots One <br />(1) and Two (2), Block Two (2), Crane Valley Fifth Subdivision, in- <br />the City of Grand Island, Hall County, Nebraska, as replatted, <br />formerly known as Lot One (1), Block Two (2), Crane Valley <br />Subdivision, in the City of Grand Island, Hall County, Nebraska; <br />and <br />WHEREAS, LESSOR will lease the premises described as 710 Diers <br />Avenue, Suite L5, Grand Island, Nebraska, which is part of the <br />Crane View Center, pursuant to a written Lease Agreement as between <br />LESSOR and LESSEE; and <br />WHEREAS, LENDER, LESSOR and LESSEE desire to define their <br />respective positions and obligations to each other as the same <br />relate to the subject premises; and <br />NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS <br />HEREINAFTER CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, <br />THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE <br />PARTIES AGREE AS FOLLOWS; <br />1. The Lease is and shall be subject and subordinate at all <br />times to the lien of the Deed of Trust and to all payments made or <br />to be made hereafter which may now or hereafter affect replacements <br />and extensions of the Deed of Trust, <br />2. LESSEE hereby consents to the Deed of Trust; provided, <br />however, the parties hereto hereby acknowledge said consent does <br />not obligate LESSEE thereunder. <br />3. The parties hereto specifically acknowledge that although <br />the Lease is subordinate to the Deed of Trust, LESSEE's rights and <br />obligations pursuant to the Lease, including but not limited to <br />LESSEE's right to extend the term of the Lease, at its option, as <br />more fully provided therein, are hereby preserved and shall not be <br />disturbed, unless and until the occurrence of an Event of Default <br />or an event which, with notice or lapse of time or both, would <br />constitute an Event of Default under the Lease, and that said Deed <br />of Trust does not encumber LESSEE's leasehold interest and rights <br />O <br />n Vn <br />O <br />N <br />CD <br />%Q <br />D <br />Z <br />N tin <br />'!1 <br />G <br />C= <br />M <br />O <br />"C O <br />Cn <br />O <br />�x <br />N <br />C3 <br />rn <br />-r to <br />o <br />C!-t <br />-n Z <br />N C. <br />A <br />Co '-� <br />N <br />Q, J <br />ca <br />N <br />`!� <br />t-yr <br />F <br />C2 <br />10/07/02 MON <br />12:56 FAX 308 384 6556 <br />CUNNINGHAM LAW OFFICE GI <br />002 <br />200213082 <br />SUBORDINATION, <br />ATTORMVM <br />AGREEMENT <br />AND NON- DISTUBA CE <br />THIS AGREEMENT, made and entered into this day of <br />October, 2002, by and between PLATTE VALLEY STATE BANK, of Kearney, <br />Nebraska, hereinafter referred to as "LENDER", and L.U.D. <br />INVESTMENTS, L.L.C., A Nebraska Limited Liability Company, <br />hereinafter referred to as "LESSOR ", and IMAGISTICS INTERNATIONAL, <br />INC., A Delaware Corporation, hereinafter referred to as "LESSEE ". <br />WHEREAS, LENDER is the holder of a Deed of Trust and Security <br />Agreement from LESSOR, as recorded in the Register of Deeds of Hall <br />County, Nebraska, encumbering the premises described as Lots One <br />(1) and Two (2), Block Two (2), Crane Valley Fifth Subdivision, in- <br />the City of Grand Island, Hall County, Nebraska, as replatted, <br />formerly known as Lot One (1), Block Two (2), Crane Valley <br />Subdivision, in the City of Grand Island, Hall County, Nebraska; <br />and <br />WHEREAS, LESSOR will lease the premises described as 710 Diers <br />Avenue, Suite L5, Grand Island, Nebraska, which is part of the <br />Crane View Center, pursuant to a written Lease Agreement as between <br />LESSOR and LESSEE; and <br />WHEREAS, LENDER, LESSOR and LESSEE desire to define their <br />respective positions and obligations to each other as the same <br />relate to the subject premises; and <br />NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS <br />HEREINAFTER CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, <br />THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE <br />PARTIES AGREE AS FOLLOWS; <br />1. The Lease is and shall be subject and subordinate at all <br />times to the lien of the Deed of Trust and to all payments made or <br />to be made hereafter which may now or hereafter affect replacements <br />and extensions of the Deed of Trust, <br />2. LESSEE hereby consents to the Deed of Trust; provided, <br />however, the parties hereto hereby acknowledge said consent does <br />not obligate LESSEE thereunder. <br />3. The parties hereto specifically acknowledge that although <br />the Lease is subordinate to the Deed of Trust, LESSEE's rights and <br />obligations pursuant to the Lease, including but not limited to <br />LESSEE's right to extend the term of the Lease, at its option, as <br />more fully provided therein, are hereby preserved and shall not be <br />disturbed, unless and until the occurrence of an Event of Default <br />or an event which, with notice or lapse of time or both, would <br />constitute an Event of Default under the Lease, and that said Deed <br />of Trust does not encumber LESSEE's leasehold interest and rights <br />