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200501886
<br />SUBORDINATION, NON - DISTURBANCE AND
<br />ATTORNMENT AGREEMENT
<br />THIS AGREEMENT made as of this 11 day of Jd rva^ , 2005, by
<br />and between WELLS FARGO BANK, NATIONAL ASSOCIATION ( "L der") and KOHL'S
<br />ILLINOIS, INC., a Nevada corporation ( "Tenant ").
<br />RECITALS:
<br />A. Tenant has entered into a certain Lease dated November 30, 2004, as
<br />amended, modified and /or supplemented by that certain Guaranty of Lease dated
<br />November 30, 2004, and Memorandum of Lease dated December 1, 2004 (collectively,
<br />the "Lease ") for certain premises located in the City of Grand Island, Hall County,
<br />Nebraska, and legally described in Exhibit A attached hereto and made a part hereof (the
<br />"Premises ").
<br />B. Lender is the mortgagee under a Deed of Trust and Security Agreement (the
<br />"Security Instrument "), between 281 & Old Potash LLC, a Nebraska limited liability
<br />company ( "Landlord ") and Lender, dated 3m6rva.y17 , 2005 and r corded with the
<br />Hall County, Nebraska Recorder in Book , Page�0ncumbering the
<br />Premises and a specific Assignment of Leases and Rents dated , 2005 and
<br />recorded with the Hall County, Nebraska Recorder in Book , Page (the
<br />"Assignment ") assigning the Lease. Both the Security Instrument and the Assignment
<br />secure a loan or loans from Lender to Landlord.
<br />C. Each party hereto has requested the other party to enter into this Agreement.
<br />AGREEMENTS:
<br />NOW, THEREFORE, in consideration of the above Recitals and the agreements of
<br />the parties set forth below, and for One Dollar ($1.00) and other good and valuable
<br />consideration, the parties hereto agree as follows:
<br />1. The Lease and each and every term and condition thereof, and any
<br />extensions, renewals, replacements or modifications thereof, and all of the right, title and
<br />interest of Tenant in and to the Premises are and shall be subject and subordinate to the
<br />Security Instrument and to all of the terms and conditions contained therein, all advances
<br />made or to be made thereunder, and to any renewals, modifications, supplements,
<br />replacements, consolidations, increases and extensions thereof.
<br />2. Lender agrees that in the event of foreclosure of the Security Instrument, or
<br />other enforcement of the terms and conditions of the Security Instrument or the exercise
<br />by Lender of its rights under the Assignment, or if Lender comes into possession or
<br />acquires title to the Premises as a result of foreclosure or the threat thereof, or as a result
<br />of any other means, such action shall not result in either a termination of the Lease or a
<br />diminution or impairment of any of the rights granted to Tenant in the Lease or in an
<br />increase in any of Tenant's obligations under the Lease, including but not limited to
<br />provisions in the Lease dealing with condemnation, fire and other casualties, provided
<br />Tenant is not in default under the Lease beyond any applicable notice and cure period.
<br />3. Tenant agrees with Lender that if the interest of Landlord in the Premises
<br />shall be transferred to Lender by reason of foreclosure or other proceedings, or by any
<br />other manner, or in the event of a foreclosure sale of the Premises to any other person,
<br />firm, or corporation, then in any of said events, Tenant shall be bound to Lender or such
<br />purchaser, grantee or other successor to Landlord's interest ( "Successor Landlord ") under
<br />all of the terms, covenants and conditions of the Lease for the balance of the term
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