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200905832 Store #4S 1 -Grand Island, NE SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this "Agreement") is made and entered into as of~rrs~~rthday of tic ~~ , 2009, by and among U.S. BANK NATIONAL ASSOCIATION ("Lender"), CARSON PIRIE SCOTT II, INC. ("Tenant"), and CONESTOGA MALL 2002, LLC ("Landlord"). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE DELIVERY OF THIS AGREEMENT BY TENANT IS CONDTI'IONED UPON VALID EXECUTION BY EACH OF LENDER AND LANDLORD AND THE RETURN OF FULLY EXECUTED DUPLICATE COUNTERPARTS OF THIS AGREEMENT TO TENANT ON OR BEFORE JULY 31, 2009. WITNESSETH: WHEREAS, on ar about the date hereof, Landlord has entered into and delivered that certain mortgage in favor of Lender (the "Mortgage"), conveying the property described in Exhibit A attached hereto (the "Property"), to secure the payment of the indebtedness described in the Mortgage (the Mortgage and any and all other documents executed and delivered in connection therewith to evidence and/or secure the indebtedness so described being herein collectively called the "Loan Documents"); WHEREAS, Landlord and Tenant are parties to that certain Lease dated September 1, 1972, as same may have been amended, with respect to certain premises therein described situated within the Property (said Lease being hereinafter called the "Lease"; said premises being hereinafter called the "Leased Premises"); and WHEREAS, the parties hereto desire to enter into this Agreement for the purposes herein expressed; NOW, THEREFORE, for and in consideration of the mutual covenants hereinafter set forth. Lender, Tenant and Landlord hereby covenant and agree as follows: 1. Non-Disturbance. So long as Tenant is not in material default under the Lease beyond the expiration of all applicable notice and cure periods, Tenant shall not be joined as a party defendant in any actions to foreclose the Mortgage and the Lease shall not be terminated, nor shall Tenant's use, possession or enjoyment of the Leased Premises for the balance of the terra or extensions or renewals thereof, or any of the rights or privileges of Tenant under or provided by the Lease, be terminated or disturbed in any way by any foreclosure or exercise of private power of sale ar any other action or proceeding instituted under or in connection with the Mortgage or any other of the Loan Documents or in case the Lender takes possession of the Property described in the Mortgage pursuant to any provisions thereof, provided and except that the person or entity 2112205_3.doc