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<br />200706525
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<br />Grand Island, Nebraska
<br />3323 West State Street
<br />UC: 026-0016
<br />File #3632
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<br />Prepared by Katrina Washington
<br />After Recorded, return to: Katrina Washington
<br />McDonald's Corporation
<br />One McDonald's Plaza
<br />Oak Brook, IL 60523
<br />
<br />NON-DISTURBANCE, ATTORNMENT,
<br />ESTOPPEL AND SUBORDINATION AGREEMENT
<br />(DEED OF TRUST 11-12-03)
<br />
<br />THIS AGREEMENT is dated July ;)L{ ,2007 among WELLS FARGO BANK NEBRASKA,
<br />NATIONAL ASSOCIATION (hereinafter referred to as "Beneficiary" or "Wells Fargo"), McDONALD'S
<br />CORPORATION, a Delaware corporation ("Lessee") and CONESTOGA NORTH, LLC, a Nebraska limited
<br />liability company, DONALD 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 to
<br />Fred F. Mehring and Helen M. Mehring, husband and wife and Donald D. Mehring and Nancy Ann Erwin, son
<br />and daughter, each having an undivided 1,4 interest, as tenants in common ("Lessor").
<br />
<br />RECITALS
<br />
<br />A. Beneficiary is now the owner and holder of that certain Promissory Note dated as of November 12,
<br />2003 in the principal sum of Six Hundred Seventy Thousand and No/100 Dollars ($670,000.00), as amended,
<br />secured by a Deed of Trust or other Security Instruments, ("Security Instruments") of even date therewith
<br />which Security Instruments constitutes a lien or encumbrance on that certain real property more particularly
<br />described in the attached Exhibit "A" ("Property").
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<br />B. Lessee is the holder of a leasehold estate covering a portion of the Property (the "demised
<br />premises") pursuant\ to he ter I}> of that certain Ground Lease dated April 28, 1975, as amended by
<br />agreement dated _J \J U>, 2007, and executed by Lessee and Lessor ("Lease"). A true and
<br />correct copy of the Lease s tieen delivered to Beneficiary.
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<br />C. Lessee, Lessor and Beneficiary desire to confirm their understanding with respect to the Lease and
<br />the Security Instruments.
<br />
<br />AGREEMENT
<br />
<br />1 . So long as Lessee is not in default (beyond any period given Lessee to cure such default) in the
<br />payment of rent or in the performance of any of the terms, covenants or conditions of the Lease on Lessee's
<br />part to be performed, Lessee's possession and occupancy of the demised premises shall not be interfered
<br />with or disturbed by Beneficiary during the term of the Lease or any extension thereof duly exercised by
<br />Lessee. Further, Lessee shall not be named as a party defendant in any foreclosure of the Security
<br />Instruments nor in any other way deprived of its rights under the Lease.
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<br />2. If the interests of Lessor shall be transferred to and/or owned by Beneficiary by reason of judicial
<br />foreclosure, power-of-sale foreclosure or other proceedings brought by it, or by any other manner, including
<br />but not limited to Beneficiary's exercise of its rights under any assignment(s) of leases and rents, and
<br />Beneficiary succeeds to the interest of the Lessor under the Lease, Lessee shall be bound to Beneficiary
<br />under all of the terms, covenants and conditions of the Lease for the balance of the remaining term thereof
<br />and any extension thereof duly exercised by Lessee, with the same force and effect as if Beneficiary were the
<br />Lessor under the Lease, and Lessee does hereby attorn to Beneficiary as its lessor, said attornment to be
<br />effective and self-operative without the execution of any further instruments on the part of any of the parties
<br />hereto immediately upon Beneficiary's succeeding to the interest of the lessor under the Lease; provided,
<br />however, that Lessee shall be under no obligation to pay rent to Beneficiary until Lessee receives written
<br />notice from Beneficiary that it has succeeded to the license granted to Lessor to collect rents as provided in
<br />the Security Instruments. The respective rights and obligations of Lessee and Beneficiary upon such
<br />attornment, to the extent of the then remaining balance of the term of the Lease and any such extension, shall
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<br />S:IHQ\DEPT\LegaIIUSLEGALlassetmgtIDivision - Central1026100161NDA (Wells Fargo 11-12.03)v2.doc
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