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200511355 SUBORDINATION, NON - DISTURBANCE AND ATTORNMENT AGREEMENT THIS AGREEMENT, dated as of the 8th day of November 2005, is executed by and among Wells Fargo Bank, N.A. as lender ( "Lender "), and The TJX Companies, Inc. as tenant ( "Tenant "), who both agree as follows: WITNESSETH WHEREAS, Tenant is a party to a certain Lease, dated May 23, 2005, (hereinafter referred to as the "Lease ") with 281 & Old Potash LLC, as landlord (hereinafter referred to as "Landlord ") covering certain premises more fully described in said Lease (hereinafter referred to as "Demised Premises ") located at 201 Wilmar Avenue, Grand Island, NE 68803; WHEREAS, Landlord is the owner and holder of Landlord's interest pursuant to the Lease; WHEREAS, the Demised Premises are part of a shopping center located at 201 Wilmar Avenue, Grand Island, NE 68803, as described further in Exhibit A, a copy of which is attached hereto (hereinafter referred to as "Property "); WHEREAS, Lender is or intends to be the owner and holder of a Mortgage made or to be made by Landlord to Lender and encumbering the Property (hereinafter referred to as "Mortgage "); and WHEREAS, Tenant and Lender desire to confirm their understanding with respect to the Lease and the Mortgage. NOW THEREFORE, in consideration of the sum of ONE DOLLAR ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby mutually agree as follows: 1. Tenant and Lender hereby covenant and agree that the lien of, but not the terms and provisions of, the Lease shall be, and the same hereby is, made subordinate to the lien of, but not the terms and provisions of, the Mortgage and to all advances made thereunder; 2. In consideration of the agreements of Lender contained herein, Tenant agrees that if the holder of said Mortgage, or any person claiming under said holder, shall succeed to the interest of Landlord in said Lease, Tenant will recognize, and attorn to, said holder, or such other person claiming under said holder, as its landlord under the terms of said Lease; 3. In consideration of the agreements of Tenant contained herein, Lender consents to said Lease and agrees that, in the event of foreclosure or other right asserted under said Mortgage by the holder thereof, said Lease and the rights of Tenant thereunder shall continue in full force and effect and shall not be terminated or disturbed, except in accordance with the provisions of said Lease and the holder of such Mortgage or any person claiming thereunder shall be bound to Tenant under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease with the same force and effect as if the holder of such Mortgage or any person claiming thereunder were the Landlord under the Lease; 4. Lender and Tenant hereby acknowledge and represent to each other that the individuals executing this Agreement below are duly authorized by the Lender and Tenant respectively; and 5. This Agreement shall bind and inure to the benefit and burden of Lender and Tenant their respective successors, assigns and/or representatives, as their interests may appear from time to time.