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<br />SUBORDINATION, NON-DISTURBANCE
<br />;r AND ATTORNMENT AGREEMENT
<br />This Subordination, Non-Disturbance and Attornment Agreement (this "Agreement") is dated as
<br />of December 30, 2009 among Hy-Vee, Inc., an Iowa corporation with an office at 5820 Westown
<br />Parkway, West Des Moines, Iowa 50266 ("Tenant"), Manufacturers and Traders Trust
<br />,~ Company, as trustee having an address at One M&T Plaza, Buffalo, New York 14203
<br />("Lender") and HVSL1, LLC, a Delaware limited liability company having an address c/o The
<br />Bentley Forbes Group, LLC; 10250 Constellation Boulevard, Los Angeles, California 90067
<br />("Landlord").
<br />RECITALS
<br />A. Tenant is the tenant under a certain Lease with Landlord (the "Lease") dated as of
<br />December 30, 2009 of premises described in Exhibit A attached hereto and made a part hereof
<br />(the "Land"), together with the buildings and improvements located on the Land
<br />("Improvements") (collectively, the "Trust Estate").
<br />B. This Agreement is being entered into in connection with a mortgage loan (the "Loan")
<br />from Lender to Landlord, secured by, inter alias (a) a first mortgage or deed of trust on and of
<br />the Trust Estate (the "Security Instrument") dated as of even date herewith and being recorded
<br />contemporaneously with the recording hereof; and (b) a first assignment of lease and rents (the
<br />"Assignment of Lease and Rents") dated as of even date herewith and being recorded
<br />contemporaneously with the recording hereof. The Security Instrument and the Assignment of
<br />Lease and Rents are hereinafter collectively referred to as the "Loan Documents."
<br />AGREEMENT
<br />For mutual consideration, including the mutual covenants and agreements set forth below, the
<br />receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
<br />1. .Tenant agrees that the Lease is and shall be, at the option of Lender upon notice to
<br />Tenant, at any time and from time to time, either subject and subordinate, or superior, to the
<br />Loan Documents and to all present or future advances under the obligations secured thereby and
<br />all renewals, amendments, modifications, consolidations, replacements and extensions of the
<br />secured obligations and the Loan Documents, to the full extent of all amounts secured by the
<br />Loan Documents from time to time. Such options of the Lender may be exercised an unlimited
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<br />15447663.2.BUSINESS
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