Common use of SUBORDINATION AND NON-DISTURBANCE Clause in Contracts

SUBORDINATION AND NON-DISTURBANCE. Within 15 days of the Effective Date, Lessor shall obtain a Non-Disturbance Agreement (as defined below) and/or any required consent from existing mortgagee(s), ground lessors and master lessors, if any, of the Property. At Lessor's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a “Mortgage”) by Lessor which from time to time may encumber all or part of the Property; provided, however, as a condition precedent to Lessee being required to subordinate its interest in this Agreement to any future Mortgage covering the Property, Lessor shall obtain for Lessee's benefit a non-disturbance and attornment agreement for ▇▇▇▇▇▇'s benefit in the form reasonably satisfactory to Lessee, and containing the terms described below (the “Non- Disturbance Agreement”), and shall recognize ▇▇▇▇▇▇'s rights under this Agreement. The Non-Disturbance Agreement shall include the encumbering party's (“Lender's”) agreement that, if Lender or its successor-in-interest or any purchaser of Lender’s or its successor’s interest (a “Purchaser”) acquires an ownership interest in the Property, Lender or such successor-in-interest or Purchaser will honor all of the terms of the Agreement. Such Non- Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such Non-Disturbance Agreement, ▇▇▇▇▇▇ will execute an agreement for ▇▇▇▇▇▇'s benefit in which ▇▇▇▇▇▇ (i) confirms that the Agreement is subordinate to the Mortgage or other real property interest in favor of ▇▇▇▇▇▇, (ii) agrees to attorn to Lender if ▇▇▇▇▇▇ becomes the owner of the Property, and (iii) agrees to accept a cure by ▇▇▇▇▇▇ of any of Lessor's defaults, provided such cure is completed within the deadline applicable to Lessor. In the event Lessor defaults in the payment and/or other performance of any Mortgage or other real property interest encumbering the Property, Lessee, may, at its sole option and without obligation, cure or correct Lessor's default and upon doing so, Lessee shall be subrogated to any and all rights, titles, liens and equities of the holders of such Mortgage or other real property interest and Lessee shall be entitled to deduct and setoff against all rents or fees that may otherwise become due under this Agreement the sums paid by Lessee to cure or correct such defaults.

SUBORDINATION AND NON-DISTURBANCE. Within 15 days of the Effective Date, Lessor shall obtain not later than fifteen (15) days following the execution of this Agreement, a Non-Disturbance Agreement (Agreement, as defined below) and/or any required consent , from its existing mortgagee(s), ground lessors Lessor and master lessorsLessor, if any, of the PropertyPremises. At Lessor's ’s option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a “Mortgage”) by Lessor which from time to time may encumber all or part of the PropertyPremises or right-of-way; provided, however, as a condition precedent to Lessee being required to subordinate its interest in this Agreement to any future Mortgage covering the PropertyPremises, Lessor shall obtain for Lessee's ’s benefit a non-disturbance and attornment agreement for ▇▇▇▇▇▇'s Lessee’s benefit in the form reasonably satisfactory to Lessee, and containing the terms described below (the “Non- Disturbance Agreement”), and shall recognize ▇▇▇▇▇▇'s rights under Lessee’s right to remain in occupancy of and have access to the Premises as long as Lessee is not in default of this AgreementAgreement beyond applicable notice and cure periods. The Non-Non- Disturbance Agreement shall include the encumbering party's ’s (“Lender's’s”) agreement that, if Lender or its successor-successor- in-interest or any purchaser of Lender’s or its successor’s interest (a “Purchaser”) acquires an ownership interest in the PropertyPremises, Lender or such successor-in-interest or Purchaser will (1) honor all of the terms of the Agreement. Such Non- Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such Non-Disturbance Agreement, ▇▇▇▇▇▇ will execute an agreement for ▇▇▇▇▇▇'s benefit in which ▇▇▇▇▇▇ (i) confirms that the Agreement is subordinate to the Mortgage or other real property interest in favor of ▇▇▇▇▇▇, (ii) agrees to attorn to Lender if ▇▇▇▇▇▇ becomes the owner of the Property, and (iii) agrees to accept a cure by ▇▇▇▇▇▇ of any of Lessor's defaults, provided such cure is completed within the deadline applicable to Lessor. In the event Lessor defaults in the payment and/or other performance of any Mortgage or other real property interest encumbering the Property, Lessee, may, at its sole option and without obligation, cure or correct Lessor's default and upon doing so, Lessee shall be subrogated to any and all rights, titles, liens and equities of the holders of such Mortgage or other real property interest and Lessee shall be entitled to deduct and setoff against all rents or fees that may otherwise become due under this Agreement the sums paid by Lessee to cure or correct such defaults.and

SUBORDINATION AND NON-DISTURBANCE. Within 15 days of the Effective Date, Lessor shall obtain a Non-Disturbance Agreement (as defined below) and/or any required consent from existing mortgagee(s), ground lessors and master lessors, if any, of the Property. At LessorLESSOR's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a “Mortgage”) by Lessor LESSOR which from time to time may encumber all or part of the Property, Tower or right-of-way; provided, however, as a condition precedent to Lessee LESSEE being required to subordinate its interest in this Agreement to any future Mortgage covering the Tower or Property, Lessor LESSOR shall obtain for LesseeLESSEE's benefit a non-disturbance and attornment agreement for ▇▇▇▇▇▇LESSEE's benefit in the form reasonably satisfactory to LesseeLESSEE, and containing the terms described below (the “Non- Non-Disturbance Agreement”), and shall recognize ▇▇▇▇▇▇LESSEE's rights under right to remain in occupancy of and have access to the Premises as long as LESSEE is not in default of this AgreementAgreement beyond applicable notice and cure periods. The Non-Disturbance Agreement shall include the encumbering party's (“Lender's”) agreement that, if Lender or its successor-in-interest or any purchaser of Lender’s or its successor’s interest (a “Purchaser”) acquires an ownership interest in the Tower or Property, Lender or such successor-in-interest or Purchaser will (1) honor all of the terms of the Agreement, (2) fulfill LESSOR's obligations under the Agreement, and (3) promptly cure all of the then-existing LESSOR defaults under the Agreement. Such Non- Non-Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such Non-Disturbance Agreement, ▇▇▇▇▇▇ LESSEE will execute an agreement for ▇▇▇▇▇▇'s benefit in which ▇▇▇▇▇▇ LESSEE (i1) confirms that the Agreement is subordinate to the Mortgage or other real property interest in favor of ▇▇▇▇▇▇, (ii2) agrees to attorn to Lender if ▇▇▇▇▇▇ becomes the owner of the Property, Tower or Property and (iii3) agrees to accept a cure by ▇▇▇▇▇▇ of any of Lessor▇▇▇▇▇▇'s defaults, provided such cure is completed within the deadline applicable to LessorLESSOR. In the event Lessor LESSOR defaults in the payment and/or other performance of any Mortgage mortgage or other real property interest encumbering the Property, LesseeLESSEE, may, at its sole option and without obligation, cure or correct LessorLESSOR's default and upon doing so, Lessee LESSEE shall be subrogated to any and all rights, titles, liens and equities of the holders of such Mortgage mortgage or other real property interest and Lessee LESSEE shall be entitled to deduct and setoff against all rents or fees that may otherwise become due under this Agreement the sums paid by Lessee LESSEE to cure or correct such defaults.

SUBORDINATION AND NON-DISTURBANCE. Within 15 days of the Effective Date, Lessor LESSOR shall obtain not later than fifteen (15) days following the execution of this Agreement, a Non-Disturbance Agreement (Agreement, as defined below) and/or any required consent , from its existing mortgagee(s), ground lessors and master lessors, if any, of the Property. At LessorLESSOR's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a “Mortgage”) by Lessor LESSOR which from time to time may encumber all or part of the Property, Tower or right-of-way; provided, however, as a condition precedent to Lessee LESSEE being required to subordinate its interest in this Agreement to any future Mortgage covering the Tower or Property, Lessor LESSOR shall obtain for LesseeLESSEE's benefit a non-disturbance and attornment agreement for ▇▇▇▇▇▇LESSEE's benefit in the form reasonably satisfactory to LesseeLESSEE, and containing the terms described below (the “Non- Non-Disturbance Agreement”), and shall recognize ▇▇▇▇▇▇LESSEE's rights under right to remain in occupancy of and have access to the Premises as long as LESSEE is not in default of this AgreementAgreement beyond applicable notice and cure periods. The Non-Disturbance Agreement shall include the encumbering party's (“Lender's”) agreement that, if Lender or its successor-in-interest or any purchaser of Lender’s or its successor’s interest (a “Purchaser”) acquires an ownership interest in the Tower or Property, Lender or such successor-in-interest or Purchaser will (1) honor all of the terms of the Agreement, (2) fulfill LESSOR's obligations under the Agreement, and (3) promptly cure all of the then-existing LESSOR defaults under the Agreement. Such Non- Non-Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such Non-Disturbance Agreement, ▇▇▇▇▇▇ LESSEE will execute an agreement for ▇▇▇▇▇▇Lender's benefit in which ▇▇▇▇▇▇ LESSEE (i1) confirms that the Agreement is subordinate to the Mortgage or other real property interest in favor of ▇▇▇▇▇▇Lender, (ii2) agrees to attorn to Lender if ▇▇▇▇▇▇ Lender becomes the owner of the Property, Tower or Property and (iii3) agrees to accept a cure by ▇▇▇▇▇▇ Lender of any of LessorLESSOR's defaults, provided such cure is completed within the deadline applicable to LessorLESSOR. In the event Lessor LESSOR defaults in the payment and/or other performance of any Mortgage mortgage or other real property interest encumbering the Property, LesseeLESSEE, may, at its sole option and without obligation, cure or correct LessorLESSOR's default and upon doing so, Lessee LESSEE shall be subrogated to any and all rights, titles, liens and equities of the holders of such Mortgage mortgage or other real property interest and Lessee LESSEE shall be entitled to deduct and setoff against all rents or fees that may otherwise become due under this Agreement the sums paid by Lessee LESSEE to cure or correct such defaults.

SUBORDINATION AND NON-DISTURBANCE. Within 15 days of the Effective Date, Lessor ▇▇▇▇▇▇ shall obtain not later than fifteen (15) days following the execution of this Agreement, a Non-Disturbance Agreement (Non‑Disturbance Agreement, as defined below) and/or any required consent , from its existing mortgagee(s), ground lessors LESSORs and master lessorsLESSORs, if any, of the Property. At LessorLESSOR's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a “Mortgage”) by Lessor LESSOR which from time to time may encumber all or part of the Property, Tower or right-of-way; provided, however, as a condition precedent to Lessee LESSEE being required to subordinate its interest in this Agreement to any future Mortgage covering the Tower or Property, Lessor LESSOR shall obtain for LesseeLESSEE's benefit a non-disturbance non‑disturbance and attornment agreement for ▇▇▇▇▇▇'s benefit in the form reasonably satisfactory to LesseeLESSEE, and containing the terms described below (the “Non- Disturbance Non‑Disturbance Agreement”), and shall recognize ▇▇▇▇▇▇'s rights under right to remain in occupancy of and have access to the Premises as long as LESSEE is not in default of this AgreementAgreement beyond applicable notice and cure periods. The Non-Disturbance Non‑Disturbance Agreement shall include the encumbering party's (“Lender's”) agreement that, if Lender or its successor-in-interest successor‑in‑interest or any purchaser of Lender’s or its successor’s interest (a “Purchaser”) acquires an ownership interest in the Tower or Property, Lender or such successor-in-interest successor‑in‑interest or Purchaser will (1) honor all of the terms of the Agreement, (2) fulfill LESSOR's obligations under the Agreement, and (3) promptly cure all of the then‑existing LESSOR defaults under the Agreement. Such Non- Disturbance Non‑Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such Non-Disturbance Non‑Disturbance Agreement, ▇▇▇▇▇▇ will execute an agreement for ▇▇▇▇▇▇'s benefit in which ▇▇▇▇▇▇ LESSEE (i1) confirms that the Agreement is subordinate to the Mortgage or other real property interest in favor of ▇▇▇▇▇▇, (ii2) agrees to attorn to Lender if ▇▇▇▇▇▇ becomes the owner of the Property, Tower or Property and (iii3) agrees to accept a cure by ▇▇▇▇▇▇ of any of LessorLESSOR's defaults, provided such cure is completed within the deadline applicable to LessorLESSOR. In the event Lessor LESSOR defaults in the payment and/or other performance of any Mortgage mortgage or other real property interest encumbering the Property, LesseeLESSEE, may, at its sole option and without obligation, cure or correct LessorLESSOR's default and upon doing so, Lessee LESSEE shall be subrogated to any and all rights, titles, liens and equities of the holders of such Mortgage mortgage or other real property interest and Lessee LESSEE shall be entitled to deduct and setoff against all rents or fees that may otherwise become due under this Agreement the sums paid by Lessee LESSEE to cure or correct such defaults.

SUBORDINATION AND NON-DISTURBANCE. Within 15 days of the Effective Date, Lessor ▇▇▇▇▇▇ shall obtain not later than fifteen (15) days following the execution of this Agreement, a Non-Disturbance Agreement (Agreement, as defined below) and/or any required consent , from its existing mortgagee(s), ground lessors LESSORs and master lessorsLESSORs, if any, of the Property. At LessorLESSOR's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a “Mortgage”) by Lessor LESSOR which from time to time may encumber all or part of the Property, Tower or right-of-way; provided, however, as a condition precedent to Lessee LESSEE being required to subordinate its interest in this Agreement to any future Mortgage covering the Tower or Property, Lessor LESSOR shall obtain for LesseeLESSEE's benefit a non-disturbance and attornment agreement for ▇▇▇▇▇▇LESSEE's benefit in the form reasonably satisfactory to LesseeLESSEE, and containing the terms described below (the “Non- Non-Disturbance Agreement”), and shall recognize ▇▇▇▇▇▇LESSEE's rights under right to remain in occupancy of and have access to the Premises as long as LESSEE is not in default of this AgreementAgreement beyond applicable notice and cure periods. The Non-Disturbance Agreement shall include the encumbering party's (“Lender's”) agreement that, if Lender or its successor-in-interest or any purchaser of Lender’s or its successor’s interest (a “Purchaser”) acquires an ownership interest in the Tower or Property, Lender or such successor-in-interest or Purchaser will (1) honor all of the terms of the Agreement, (2) fulfill LESSOR's obligations under the Agreement, and (3) promptly cure all of the then-existing LESSOR defaults under the Agreement. Such Non- Non-Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such Non-Disturbance Agreement, ▇▇▇▇▇▇ LESSEE will execute an agreement for ▇▇▇▇▇▇'s benefit in which ▇▇▇▇▇▇ LESSEE (i1) confirms that the Agreement is subordinate to the Mortgage or other real property interest in favor of ▇▇▇▇▇▇, (ii2) agrees to attorn to Lender if ▇▇▇▇▇▇ becomes the owner of the Property, Tower or Property and (iii3) agrees to accept a cure by ▇▇▇▇▇▇ of any of Lessor▇▇▇▇▇▇'s defaults, provided such cure is completed within the deadline applicable to LessorLESSOR. In the event Lessor LESSOR defaults in the payment and/or other performance of any Mortgage mortgage or other real property interest encumbering the Property, LesseeLESSEE, may, at its sole option and without obligation, cure or correct LessorLESSOR's default and upon doing so, Lessee LESSEE shall be subrogated to any and all rights, titles, liens and equities of the holders of such Mortgage mortgage or other real property interest and Lessee LESSEE shall be entitled to deduct and setoff against all rents or fees that may otherwise become due under this Agreement the sums paid by Lessee LESSEE to cure or correct such defaults.

SUBORDINATION AND NON-DISTURBANCE. Within 15 days of the Effective Date, Lessor LESSOR shall obtain a Non-Disturbance Agreement (as defined below) and/or any required consent from existing mortgagee(s), ground lessors and master lessors, if any, of the Property. At LessorLESSOR's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a “Mortgage”) by Lessor LESSOR which from time to time may encumber all or part of the Property; provided, however, as a condition precedent to Lessee LESSEE being required to subordinate its interest in this Agreement to any future Mortgage covering the Property, Lessor LESSOR shall obtain for LesseeLESSEE's benefit a non-disturbance and attornment agreement for ▇▇▇▇▇▇LESSEE's benefit in the form reasonably satisfactory to LesseeLESSEE, and containing the terms described below (the “Non- Non-Disturbance Agreement”), and shall recognize ▇▇▇▇▇▇LESSEE's rights under this Agreement. The Non-Disturbance Agreement shall include the encumbering party's (“Lender's”) agreement that, if Lender or its successor-in-interest or any purchaser of Lender’s or its successor’s interest (a “Purchaser”) acquires an ownership interest in the Property, Lender or such successor-in-interest or Purchaser will honor all of the terms of the Agreement. Such Non- Non-Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such Non-Disturbance Agreement, ▇▇▇▇▇▇ LESSEE will execute an agreement for ▇▇▇▇▇▇Lender's benefit in which ▇▇▇▇▇▇ LESSEE (i1) confirms that the Agreement is subordinate to the Mortgage or other real property interest in favor of ▇▇▇▇▇▇Lender, (ii2) agrees to attorn to Lender if ▇▇▇▇▇▇ Lender becomes the owner of the Property, Property and (iii3) agrees to accept a cure by ▇▇▇▇▇▇ Lender of any of LessorLESSOR's defaults, provided such cure is completed within the deadline applicable to LessorLESSOR. In the event Lessor LESSOR defaults in the payment and/or other performance of any Mortgage mortgage or other real property interest encumbering the Property, LesseeLESSEE, may, at its sole option and without obligation, cure or correct LessorLESSOR's default and upon doing so, Lessee LESSEE shall be subrogated to any and all rights, titles, liens and equities of the holders of such Mortgage mortgage or other real property interest and Lessee LESSEE shall be entitled to deduct and setoff against all rents or fees that may otherwise become due under this Agreement the sums paid by Lessee LESSEE to cure or correct such defaults.

SUBORDINATION AND NON-DISTURBANCE. Within 15 days of In the Effective Dateevent that LESSOR shall become a party other than the Town, Lessor then LESSOR shall obtain not later than fifteen (15) days following the execution of this Agreement, a Non-Disturbance Agreement (Agreement, as defined below) and/or any , and, if required consent by the Mortgage, as defined below, a written consent, from its existing mortgagee(s), ground lessors and master lessors, if any, of the Property. At LessorLESSOR's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a “Mortgage”) by Lessor ▇▇▇▇▇▇ which from time to time may encumber all or part of the Property, Tower or right-of-way; provided, however, as a condition precedent to Lessee LESSEE being required to subordinate its interest in this Agreement to any future Mortgage covering the Tower or Property, Lessor LESSOR shall obtain for Lessee▇▇▇▇▇▇'s benefit a non-disturbance and attornment agreement for ▇▇▇▇▇▇'s benefit in the form reasonably satisfactory to LesseeLESSEE, and containing the terms described below (the “Non- Non-Disturbance Agreement”), and shall recognize ▇▇▇▇▇▇'s rights under right to remain in occupancy of and have access to the Premises as long as LESSEE is not in default of this AgreementAgreement beyond applicable notice and cure periods. The Non-Disturbance Agreement shall include the encumbering party's (“Lender's”) agreement that, if Lender or its successor-in-interest or any purchaser of Lender’s or its successor’s interest (a “Purchaser”) acquires an ownership interest in the Tower or Property, Lender or such successor-in-interest or Purchaser will (1) honor all of the terms of the Agreement, (2) fulfill LESSOR's obligations under the Agreement, and (3) promptly cure all of the then-existing LESSOR defaults under the Agreement. Such Non- Non-Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such Non-Disturbance Agreement, ▇▇▇▇▇▇ will execute an agreement for ▇▇▇▇▇▇'s benefit in which ▇▇▇▇▇▇ LESSEE (i1) confirms that the Agreement is subordinate to the Mortgage or other real property interest in favor of ▇▇▇▇▇▇, (ii2) agrees to attorn to Lender if ▇▇▇▇▇▇ becomes the owner of the Tower or Property, and (iii3) agrees to accept a cure by Lender of any of ▇▇▇▇▇▇ of any of Lessor▇'s defaults, provided such cure is completed within the deadline applicable to LessorLESSOR. In the event Lessor LESSOR defaults in the payment and/or other performance of any Mortgage mortgage or other real property interest encumbering the Property, LesseeLESSEE, may, at its sole option and without obligation, cure or correct LessorLESSOR's default and upon doing so, Lessee LESSEE shall be subrogated to any and all rights, titles, liens and equities of the holders of such Mortgage mortgage or other real property interest and Lessee LESSEE shall be entitled to deduct and setoff against all rents or fees that may otherwise become due under this Agreement the sums paid by Lessee LESSEE to cure or correct such defaults.

SUBORDINATION AND NON-DISTURBANCE. Within 15 days of the Effective Date, Lessor ▇▇▇▇▇▇ shall obtain not later than fifteen (15) days following the execution of this Agreement, a Non-Disturbance Agreement (Agreement, as defined below) and/or any required consent , from its existing mortgagee(s), ground lessors LESSORs and master lessorsLESSORs, if any, of the Property. At LessorLESSOR's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a “Mortgage”) by Lessor LESSOR which from time to time may encumber all or part of the Property, Tower or right-of-way; provided, however, as a condition precedent to Lessee LESSEE being required to subordinate its interest in this Agreement to any future Mortgage covering the Tower or Property, Lessor LESSOR shall obtain for LesseeLESSEE's benefit a non-disturbance and attornment agreement for ▇▇▇▇▇▇LESSEE's benefit in the form reasonably satisfactory to LesseeLESSEE, and containing the terms described below (the “Non- Non-Disturbance Agreement”), and shall recognize ▇▇▇▇▇▇LESSEE's rights under right to remain in occupancy of and have access to the Premises as long as LESSEE is not in default of this AgreementAgreement beyond applicable notice and cure periods. The Non-Disturbance Agreement shall include the encumbering party's (“Lender's”) agreement that, if Lender or its successor-in-interest or any purchaser of Lender’s or its successor’s interest (a “Purchaser”) acquires an ownership interest in the Tower or Property, Lender or such successor-in-interest or Purchaser will (1) honor all of the terms of the Agreement, (2) fulfill LESSOR's obligations under the Agreement, and (3) promptly cure all of the then-existing LESSOR defaults under the Agreement. Such Non- Non-Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such Non-Disturbance Agreement, ▇▇▇▇▇▇ will execute an agreement for ▇▇▇▇▇▇'s benefit in which ▇▇▇▇▇▇ LESSEE (i1) confirms that the Agreement is subordinate to the Mortgage or other real property interest in favor of ▇▇▇▇▇▇, (ii2) agrees to attorn to Lender if ▇▇▇▇▇▇ becomes the owner of the Property, Tower or Property and (iii3) agrees to accept a cure by ▇▇▇▇▇▇ of any of Lessor▇▇▇▇▇▇'s defaults, provided such cure is completed within the deadline applicable to LessorLESSOR. In the event Lessor LESSOR defaults in the payment and/or other performance of any Mortgage mortgage or other real property interest encumbering the Property, LesseeLESSEE, may, at its sole option and without obligation, cure or correct LessorLESSOR's default and upon doing so, Lessee LESSEE shall be subrogated to any and all rights, titles, liens and equities of the holders of such Mortgage mortgage or other real property interest and Lessee LESSEE shall be entitled to deduct and setoff against all rents or fees that may otherwise become due under this Agreement the sums paid by Lessee LESSEE to cure or correct such defaults.

SUBORDINATION AND NON-DISTURBANCE. Within 15 days of the Effective Date, Lessor LESSOR shall obtain not later than fifteen (15) days following the execution of this Agreement, a Non-Disturbance Agreement (Agreement, as defined below) and/or any required consent , from its existing mortgagee(s), ground lessors and master lessors, if any, of the Property. At LessorLESSOR's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest (a “Mortgage”) by Lessor LESSOR which from time to time may encumber all or part of the PropertyProperty or right-of-way; provided, however, as a condition precedent to Lessee LESSEE being required to subordinate its interest in this Agreement to any future Mortgage covering the Property, Lessor LESSOR shall obtain for LesseeLESSEE's benefit a non-disturbance and attornment agreement for ▇▇▇▇▇▇LESSEE's benefit in the form reasonably satisfactory to LesseeLESSEE, and containing the terms described below (the “Non- Non-Disturbance Agreement”), and shall recognize ▇▇▇▇▇▇LESSEE's rights under right to remain in occupancy of and have access to the Premises as long as LESSEE is not in default of this AgreementAgreement beyond applicable notice and cure periods. The Non-Disturbance Agreement shall include the encumbering party's (“Lender's”) agreement that, if Lender or its successor-in-interest or any purchaser of Lender’s or its successor’s interest (a “Purchaser”) acquires an ownership interest in the Property, Lender or such successor-in-interest or Purchaser will (1) honor all of the terms of the Agreement, (2) fulfill LESSOR's obligations under the Agreement, and (3) promptly cure all of the then-existing LESSOR defaults under the Agreement. Such Non- Non-Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and on all Purchasers. In return for such Non-Disturbance Agreement, ▇▇▇▇▇▇ LESSEE will execute an agreement for ▇▇▇▇▇▇Lender's benefit in which ▇▇▇▇▇▇ LESSEE (i1) confirms that the Agreement is subordinate to the Mortgage or other real property interest in favor of ▇▇▇▇▇▇Lender, (ii2) agrees to attorn to Lender if ▇▇▇▇▇▇ Lender becomes the owner of the Property, Property and (iii3) agrees to accept a cure by ▇▇▇▇▇▇ Lender of any of LessorLESSOR's defaults, provided such cure is completed within the deadline applicable to LessorLESSOR. In the event Lessor LESSOR defaults in the payment and/or other performance of any Mortgage mortgage or other real property interest encumbering the Property, LesseeLESSEE, may, at its sole option and without obligation, cure or correct LessorLESSOR's default and upon doing so, Lessee LESSEE shall be subrogated to any and all rights, titles, liens and equities of the holders of such Mortgage mortgage or other real property interest and Lessee LESSEE shall be entitled to deduct and setoff against all rents or fees that may otherwise become due under this Agreement the sums paid by Lessee LESSEE to cure or correct such defaults.