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<br />200706404
<br />
<br />Grand Island, Nebraska
<br />3323 West State Street
<br />UC: 026-0016
<br />File #3632
<br />
<br />Prepared by Katrina Washington
<br />After Recorded, retum to: Katrina Washington
<br />McDonald's Corporation
<br />One McDonald's Plaza
<br />Oak Brook, IL 60523
<br />
<br />NON-DISTURBANCE ATTORNMENT AND
<br />SUBORDINATION AGREEMENT
<br />(DEED OF TRUST 10-20-05)
<br />
<br />THIS AGREEMENT is dated July I b~007 between FIVE POINTS BANK, a Nebraska banking
<br />corporation ("Beneficiary") having its offices at North Branch, 2015 North Broadwell, Grand Island,
<br />Nebraska 68803 and McDONALD'S CORPORATION, a Delaware corporation ("Tenant") having its
<br />offices at One McDonald's Plaza, Oak Brook, Illinois 60523.
<br />
<br />PRELIMINARY STATEMENTS
<br />
<br />nt has executed a Ground Lease dated April 28, 1975, as amended by agreement dated
<br />, 2007 ("Lease") with CONESTOGA NORTH, LLC, a Nebraska limited liability
<br />co an, DON LD D. MEHRING, and NANCY A. ERWIN, TRUSTEE OF THE NANCY A. ERWIN
<br />DECLARATION OF TRUST DATED MARCH 10, 1986, as successor in interest by mense conveyances
<br />to Fred F. Mehring and Helen M. Mehring, husband and wife and Donald D. Mehring and Nancy Ann
<br />Erwin, son and daughter, each having an undivided y.j interest, as tenants in common ("Landlord") for the
<br />premises ("Premises") described in Exhibit A.
<br />
<br />
<br />B. Beneficiary holds a Deed of Trust on the Premises or a portion of the Premises. The Deed of
<br />Trust is dated October 20, 2005, and is recorded October 21, 2005 as Document No. 200510439.
<br />
<br />C. Tenant and Beneficiary desire to establish certain rights, safeguards, obligations, and priorities
<br />with regard to their respective interests by means of the Non-Disturbance, Attornment and Subordination
<br />Agreement.
<br />
<br />TERMS OF THE AGREEMENT
<br />
<br />IN CONSIDERATION of the mutual covenants of the parties and other good and valuable
<br />consideration, Beneficiary and Tenant agree as follows:
<br />
<br />1. Provided the Lease is in full force and effect and Tenant is not in default under the Lease
<br />(beyond any period given Tenant to cure the default), then:
<br />
<br />(a) Tenant's right of possession to the Premises and Tenant's other rights arising out of the
<br />Lease shall not be affected or disturbed by Beneficiary in the exercise of any of its rights under the
<br />Deed of Trust or the note which it secures. Further, Tenant shall not be named as a party defendant
<br />in any foreclosure of the lien of the Deed of Trust nor in any other way be deprived of its rights under
<br />the Lease.
<br />
<br />(b) In the event Beneficiary or any other person acquires title to the Premises pursuant to the
<br />exercise of any remedy provided for in the Deed of Trust or by conveyance in lieu of foreclosure, the
<br />Lease shall not be terminated or affected by the foreclosure, conveyance or sale in any such
<br />proceeding. Beneficiary also covenants that any sale by it of the Premises as a result of the exercise
<br />of any rights and remedies under the Deed of Trust, or otherwise, shall be made subject to the Lease
<br />and the rights of Tenant under the Lease, and Tenant covenants and agrees to attorn to Beneficiary,
<br />or such person, as its new Landlord, and the Lease shall continue in full force and effect as a direct
<br />lease between Tenant and Beneficiary, or such person, upon all of the terms, covenants, conditions
<br />and agreements set forth in the Lease. However, in no event shall Beneficiary or such person be:
<br />
<br />S:IHOIDEPl\LegaIIUSLEGALlassetmgtIDivision - Central1026100161NDA (Deed of Trust 10-20-05)v2.doc
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