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84 <br />master lease, ground lease, mortgage, deed of trust or other security interest (a "Mortgage") by <br />LESSOR which from time to time may encumber all or part of the Property, "Power or right-of- <br />way; <br />ight-ofway; provided, however, as a condition precedent to LESSEE being required to subordinate its <br />interest in this Agreement to any future Mortgage covering the Tower or Property, LESSOR <br />shall obtain for LESSEE's benefit a non -disturbance and attornment agreement for LESSEE's <br />benefit in the form reasonably satisfactory to LESSEE, and containing the terms described below <br />(the "Non -Disturbance Agreement"), and shall recognize LESSEE's right to remain in <br />occupancy of and have access to the Premises as long as LESSEE is not in default of this <br />Agreement beyond applicable notice and cure periods. The Non -Disturbance Agreement shall <br />include the encumbering party's ("Lender's") agreement that, if Lender or its successor -in - <br />interest or any purchaser of Lender's or its successor's interest (a "Purchaser") acquires an <br />ownership interest in the Tower or Property, Lender or such successor -in -interest or Purchaser <br />will (1) honor all of the terms of the Agreement, (2) fulfill LESSOR's obligations under the <br />Agreement, and (3) promptly cure all of the then -existing LESSOR defaults under the <br />Agreement. Such Non -Disturbance Agreement must be binding on all of Lender's participants <br />in the subject loan (if any) and on all successors and assigns of Lender and/or its participants and <br />on all Purchasers. In return for such Non -Disturbance Agreement, LESSEE will execute an <br />agreement for Lender's benefit in which LESSEE (1) confirms that the Agreement is subordinate <br />to the Mortgage or other real property interest in favor of Lender, (2) agrees to attorn to Lender if <br />Lender becomes the owner of the Tower or Property and (3) agrees accept a cure by Lender of <br />any of LESSOR's defaults, provided such cure is completed within the deadline applicable to <br />LESSOR. <br />28. RECORDING. LESSOR agrees to execute a Memorandum of this Agreement <br />which LESSEE may record with the appropriate recording officer. The date set forth in the <br />Memorandum of Lease is for recording purposes only and bears no reference to commencement <br />of either the Term or rent payments. <br />29. DEFAULT. <br />a. In the event there is a breach by LESSEE with respect to any of the <br />provisions of this Agreement or its obligations under it, including the payment of rent, LESSOR <br />shall give LESSEE written notice of such breach. After receipt of such written notice, LESSEE <br />shall have fifteen (15) days in which to cure any monetary breach and thirty (30) days in which <br />to cure any non -monetary breach, provided LESSEE shall have such extended period as may be <br />required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires <br />more than thirty (30) days and LESSEE commences the cure within the thirty (30) day period <br />and thereafter continuously and diligently pursues the cure to completion. LESSOR may not <br />maintain any action or effect any remedies for default against LESSEE unless and until LESSEE <br />has failed to cure the breach within the time periods provided in this Paragraph. <br />b. In the event there is a breach by LESSOR with respect to any of the <br />provisions of this Agreement or its obligations under it, LESSEE shall give LESSOR written <br />notice of such breach. After receipt of such written notice, LESSOR shall have thirty (30) days <br />in which to cure any such breach, provided LESSOR shall have such extended period as may be <br />required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires <br />more than thirty (30) days and LESSOR commences the cure within the thirty (30) day period <br />MMC Central <br />Water TorreLease Agreement 12 <br />2227680,6 <br />