Contract analysis

Section 1.1. Subordination. Tenant hereby covenants and agrees that the Lease and all of Tenant's right, title, and interest in and to the Premises, the Property, and the Lease, including, without limitation, all of Tenant's options, rights of first refusal, rights of first offer, expansion rights, and any other rights or privileges granted to Tenant under the Lease, are and shall at all times be subject and subordin

Section 1.2. Condition. Notwithstanding the foregoing, the subordination set forth in Section 1.1 is expressly subject to and conditioned upon the non-disturbance provisions set forth in Article II of this Agreement. In the event of any conflict between the provisions of this Article I and the provisions of Article II, the provisions of Article II shall control.

Section 2.1. Non-Disturbance. So long as Tenant is not in default under the Lease beyond any applicable notice and cure periods expressly set forth therein (an "Event of Default"), Lender agrees for itself and its successors and assigns that: (a) Tenant's right to possession and quiet enjoyment of the Premises, and all other rights of Tenant under the Lease, shall not be terminated, diminished, disturbed, or interfer

Section 2.2. Continuation of Lease. If, as a result of any Foreclosure Event, Lender or any other party (a "Successor Landlord") shall become the owner of the Property, the Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant, upon all of the terms, covenants, and conditions set forth in the Lease, and Tenant shall be bound to the Successor Landlord under all of th

Section 3.1. Attornment. If Lender or any Successor Landlord shall acquire title to the Property through any Foreclosure Event or by any other means, Tenant shall, upon request by such Successor Landlord, attorn to and recognize such Successor Landlord as the landlord under the Lease, and Tenant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such atto

Section 3.2. Limitations on Successor Landlord's Liability. Notwithstanding anything to the contrary contained in this Agreement or the Lease, upon any Successor Landlord's acquisition of title to the Property, such Successor Landlord shall be bound by all of the obligations of the landlord under the Lease arising from and after the date of such acquisition, but such Successor Landlord shall not be: (a) liable for an

Section 3.3. Confirmation of Attornment. The provisions of this Article III shall be self-operative and effective without the execution of any further instruments on the part of any party hereto. However, Tenant agrees to execute and deliver to any Successor Landlord, within fifteen (15) days following such Successor Landlord's written request therefor, a written confirmation of Tenant's attornment to such Successor

Section 4.1. Notices to Lender. Tenant hereby agrees that, simultaneously with the giving of any written notice of default to Landlord under the Lease, Tenant shall send a copy of such notice to Lender at the following address (or such other address as Lender may designate by written notice to Tenant): Pinnacle Federal Bank, N.A. Real Estate Finance Division 800 Connecticut Avenue NW, Suite 1200 Washington, D.C. 2000

Section 4.2. Lender's Right to Cure. Lender shall have the right, but not the obligation, to cure any default of Landlord under the Lease within a reasonable time after Lender's receipt of notice of such default from Tenant, provided that: (a) Lender shall have a period of thirty (30) days following its receipt of Tenant's notice (in addition to any cure period afforded to Landlord under the Lease) within which to cu

Section 4.3. No Termination Without Lender Notice. Notwithstanding anything to the contrary contained in the Lease, Tenant shall not terminate the Lease or exercise any remedies that would have the effect of terminating the Lease by reason of any default by Landlord under the Lease unless and until: (a) Tenant has given Lender written notice of such default as provided in Section 4.1 hereof; and (b) the applicable cu

Section 4.4. Manner of Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and received: (a) on the date of delivery, if delivered personally; (b) on the first (1st) business day after deposit with a nationally recognized overnight courier service, charges prepaid; or (c) on the third (3rd) busines

Section 5.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to the principles of conflicts of law thereof.

Section 5.2. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and assigns. Without limiting the generality of the foregoing, this Agreement shall inure to the benefit of and be binding upon any Successor Landlord.

Section 5.3. Entire Agreement. This Agreement, together with the Lease and the Loan Documents (to the extent applicable), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, representations, agreements, and understandings among the parties, whether written or oral, relating to the subject matter hereof.

Section 5.4. Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by all parties hereto.

Section 5.5. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

Section 5.6. Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The parties agree that the electronic transmission of signatures (including by facsimile, portable document format (PDF), or any electronic signature complying with the U.S. federal ESIGN Act of 2

Section 5.7. Headings. The headings and captions used in this Agreement are for convenience of reference only and shall not be construed in interpreting the provisions of this Agreement.

Section 5.8. Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement of such waiver is sought. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision, whether or not similar, and no waiver shall constitute a continuing waiver.

Section 5.9. Recording. This Agreement may be recorded in the land records of the county and state where the Property is located, at the expense of the party requesting such recording. [Signature Pages Follow] IN WITNESS WHEREOF, the parties hereto have caused this Subordination, Non-Disturbance and Attornment Agreement to be executed and delivered as of the date first written above. TENANT: THORNTON-WHITAKER PHARMAC

1. Execution and Delivery Status. Thirty-four (34) of the thirty-eight (38) required Major Tenant SNDAs were fully executed by all applicable parties and delivered to Buyer at or prior to the closing, representing approximately eighty-nine and one-half percent (89.5%) of the total required SNDAs and approximately ninety-two percent (92%) of aggregate Major Tenant ABR across the Portfolio.

2. PSA Closing Condition. The closing condition set forth in Section 7.2(d) of the PSA relating to Major Tenant SNDAs was satisfied by operation of the post-closing carve-out provision contained in the SNDA Post-Closing Carve-Out Side Letter dated as of June 6, 2024, executed concurrently with the closing. The Side Letter provided that Buyer agreed to waive the closing condition with respect to the four (4) outstandi

3. Conformity to Form SNDA. All thirty-four (34) SNDAs conform in all material respects to the form of SNDA attached as Exhibit F to the PSA, with only non-material, tenant-specific and lender-specific modifications as described herein. Each SNDA was reviewed by Calderwood & Harkness LLP and confirmed to contain the required subordination, non-disturbance, and attornment provisions, and to be consistent with the requ

4. Lender Execution. Each of the three (3) lenders holding mortgages or deeds of trust encumbering properties in the Portfolio executed each SNDA applicable to its respective collateral properties, as follows: (a) Pinnacle Federal Bank, N.A. executed thirteen (13) SNDAs (Tabs 1 through 13), covering the eight (8) logistics properties secured by the Master Loan Agreement dated September 15, 2020 (Loans 1-A through 1-H

5. Change of Control Consents. The change of control consent obtained from each lender contemplated and was expressly conditioned upon the execution and delivery of the SNDAs applicable to such lender's collateral properties. The consents were obtained on the following dates: (a) Veltrano Capital Lending Corp. — Consent to Transfer and Change of Control dated May 17, 2024. (b) Sycamore Life Insurance Company — Consen

6. Post-Closing Completion. As noted in the introductory section of this compilation, all four (4) outstanding SNDAs were subsequently obtained and delivered on July 2, 2024, four (4) days in advance of the thirty (30)-day post-closing delivery deadline. Upon Buyer's confirmation of receipt and conformity, the Two Hundred Thousand Dollar ($200,000) holdback was released to Seller on July 3, 2024. Copies of the four (