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1. Design and Engineering. LESSEE shall commission and arrange for the design,
engineering, construction, and installation 2 the Tower, by its appraved vendors. the Tower shall be

designed and engineered to support;-at-a- ar
\corrers-similerto LESSEE, plus the both LESSEE’s Feehan and
LESSOR's lighting fixture, based on TIA/EIA-222-G, ANSI’s seventh revision for Steel Antenna Towers

and Antenna Supporting Structures.
2. Location. The Tower shall be erected on that area of the Property described or depicted

on Exhibit A attached to this Agreement.

3. Approvals. EESeEr eral! assist Soe with Ee federal antenna structure
ae requiremeye nal z

forgoing; theThe Pi Parties agree that they shall cooperate reasonably together to apply for and obtain
building permits for the project. Moreover, they agree that there shall be two separate applications and
building permits: (i) the first shall be for the Tower and surrounding compound, including landline
telephone, power, and fiber utilities to, and the security fence surrounding, the Tower compound; and (ii)
the second shall be for LESSEE’s ground-based equipment and LESSEE’s antennas on the Tower.

4, Selection and Use of Third Party Contractors. LESSEE’s construction manager shall

coordinate activities related to the design, engineering, installation, and construction of the Tower, Since
LESSOR is the owner of the Property and will be the owner of the Tower, LESSEE will, to the greatest
extent practicable, arrange for all third-party work product — including engineering drawings, plans,
specifications, warranties, and the like — to run directly in favor of LESSOR.

5. Diligence Required; Timeframe. The Construction Phase shall be considered completed
upon the Commencement Date of the Lease Term (defined below in the Operational Phase section of this
Agreement.) During the Construction Phase, LESSEE shall diligently undertake and pursue the tasks
assigned to it with regard to the design, engineering, construction, and installation of the Tower so that
the Tower is completed and ready for installation of lighting fixtures and communications equipment and

related appurtenances as expeditiously as possible.

6. Qwnership. At all times and for all purposes the Tower, and all related materials -
including, but not limited to, surveys, plans, engineering specifications, drawings, warranties, and the
like - shall be the property of LESSOR and not of LESSEE. LESSEE shall prepare and deliver to
LESSOR any and all documents of transfer, title, or ue ae as may be Feared © or ponvenient to
document and evidence ihe forupin. Aceord any-lesses-of thee erthe-Prer alte

enthe-Fewer- Upon LESSOR’s satisfaction with the installation and operation of its lighting equipment
on the Tower and at the direction of LESSOR, LESSEE shall decommission and remove the existing
light pole.

——F, Transition to Operational Phase. As soon as practicable after completion of the Tower,
the compound surrounding the Tower, including the availability of utilities within the compound, and the
i ion of LESSOR’s equipmentlighting fixture on the Tower and removal of existing tower,
LESSEE shall submit is application for a building permit for its ground-based equipment and antennas.
The date of the issuance of the building permit to LESSEE for its ground-based equipment and antennas
shall trigger the Commencement Date of the Lease (by the mechanism described in Section 3 below), and

the Commencement Date shall mark both the end of the Construction Phase and the beginning of the
Operational Phase, at which time the following provisions shall apply:

9. Role of City. This Agreement binds Lessor only in its capacity as Owner of the

hy all be construed to oblige the City of Nashua to grant any land use, building

B. Operati ha

1, PREMISES. LESSOR hereby leases to LESSEE a portion of that certain space (the
“Tower Space”) on the LESSOR’s Tower, together with a parcel of land (the “Land Space”) sufficient for
the installation of LESSEE’s ground-based equipment; together with the non-exclusive right (“the Right of
Way”) for ingress and egress, seven (7) days a week, twenty-four (24) hours a day, on foot or motor vehicle,
including trucks, and for the installation and maintenance of utility wires, poles, cables, conduits, and pipes
over, under, or along a twenty foot (20°) wide right-of-way extending from the nearest public right-of-way
to the Land Space; and together with any further rights of way (the “Further Rights of Way”) over and
through the Property between the Land Space and the Tower Space for the installation and maintenance of
utility wires, poles, cables, conduits, and pipes. The Tower Space, Land Space, Right of Way and Further
Rights of Way, if any, are substantially described in Exhibit A, attached hereto and made a part hereof and
are collectively referred to hereinafter as the “Premises”.

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In the event any public utility or similar service provider is unable to use the Right of Way or
Further Rights of Way, the LESSOR hereby agrees to grant an additionat right-of-way(s) either to the
LESSEE or to the public utility or service provider at no cost to the LESSEE, provided that the location of
an additional right-of-way on the Property is deemed feasible by LESSOR.

seniparable-eaquipner ane ided-said-replacemen ae eee erease-te a pading-« aid g pragrees the
LESSEE shall have free access to the Tower at all times for the purpose of installing and maintaining its
equipment. LESSOR shall furnish LESSEE with necessary means of access for the purpose of ingress and

egress to this site and Tower location. It is apreed, however, that only authorized engineers, employees, or
properly authorized contractors of LESSEE or persons under their direct supervision will be permitted to

enter said premises, and that such cess will cause no disruption to City eve ilities,

2. SURVEY. LESSOR also hereby grants to LESSEE the right to survey the Property and the
Premises, and said survey shall then become Exhibit GB which shall be attached hereto and made a part
hereof, and shall control in the event of boundary and access discrepancies between it and Exhibit A. Cost

for such work shall be borne by the LESSEE.

3. TERM: AL.

a. This Agreement shall be effective as of the date of execution by both Parties,
provided, however, the initial lease term shall be for five (5) years and shall commence on the
Commencement Date (as hereinafter defined) at which time rental payments shall commence and be due

at a total annual rental of BighteenForty Three Thousand Two Hundred Dollars ($+8,000:0043,200.00),

to be paid in equal monthly installments on the first day of the month, in advance, to LESSOR or to such
other person, firm, or place as LESSOR may, from time to time, designate in writing at least thirty (30)
days in advance of any rental payment date by notice given in accordance with Paragraph 25 below. The
lease term shall commence based upon the date LESSEE is granted a building permit by the
governmental agency charged with issuing such permits, for LESSEE’s ground-based equipment and
antennas. In the event the date on which LESSEE is granted a buiiding permit falls between the 1* and
15“ of the month, then the lease term shall commence on the 1* of that month, and if such date falls
between the 16 and 31" of the month, then the lease term shall commence on the 1* day of the following

month (either the “Commencement Date”).

b. Upon agreement of the Parties, LESSEE may pay rent by electronic funds
transfer and in such event, LESSOR agrees to provide to LESSEE bank routing information for such

purpose upon request of LESSEE.

c, LESSOR hereby agrees to provide to LESSEE certain documentation (the
“Rental Documentation”) evidencing LESSOR’s interest in, and right to receive payments under, this
Agreement, including without limitation: (i) decumentation-aceepiabie-te 7

er[ INTENTIONALLY DELETED); (ii) a

4

complete and fully executed Internal Revenue Service Form W-9, or equivalent, in a form acceptable to
LESSEE, for any party to whom rental payments are to be made pursuant to this Agreement; and (iii)
other documentation requested by LESSEE in LESSEE’s reasonable discretion. From time to time
during the Term of this Agreement and within thirty (30) days of a written request from LESSEE,
LESSOR agrees to provide updated Rental Documentation in a form reasonably acceptable to LESSEE.
The Rental Documentation shall be provided to LESSEE in accordance with the provisions of and at the
address given in Paragraph 25. Delivery of Rental Documentation to LESSEE shall be a prerequisite for
the payment of any rent by LESSEE and notwithstanding anything to the contrary herein, LESSEE shall
have no obligation to make any rental payments until Rental Documentation has been supplied to

LESSEE as provided herein, LESSEE acknowledges and agrees that the executed W-9 attached to this
agreement as Exhibit “C” is sufficient Rental Documentation for these purposes.

erest-of

i j in, LESSEE shall have no obligation to make any rental
payments to any such assignee(s), transferee(s) or other successor(s) in interest ef LESSOR-until Rentat

Project-Gests,-defined-aboveL ESSEE has received Rental Documentation in the manner set forth in the
preceding para ntil s eceipt, LESSEE shall continue to pay rent to LESSOR.

4, EXTENSIONS. This Agreement shall automatically be extended for four (4) additional
five (5) year terms unless LESSEE terminates it at the end of the then current term by giving LESSOR
written notice of the intent to terminate at least six (6) months prior to the end of the then current term.

5. EXTENSION. RENTALS. During the initial term and all subsequent extensions under
Paragraph 4 above, or Paragraph 6 below, the annual rental will increase on each yearly anniversary of the
Commencement Date in an amount equal to enetwo percent (4-92,0%) of the previous year’s annual rent,

6. ADDITIONAL EXTENSIONS. If at the end of the fourth (4th) five (5) year extension
term this Agreement has not been terminated by either Party by giving to the other written notice of an
intention to terminate it at least three (3) months prior to the end of such term, this Agreement shall
continue in force upon the same covenants, terms, and conditions for a further term of five (5) years and for
five (5) year terms thereafter until terminated by either Party by giving to the other written notice of its
intention to so terminate at least three (3) months prior to the end of such term. The initial term and all
extensions shall be collectively referred to herein as the “Term”.

7. TAXES. LESSEE shall have the responsibility to pay, po later than the due date, any
personal property, real estate taxes, assessments, or charges owed on the Property which-LESSoR.

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L360 14292702

demonstrates is the result of LESSEE’s use of the Premises and/or the installation, maintenance, and
operation of the LESSEE’s improvements, and any sales tax imposed on the rent (except to the extent that
LESSEE is or may become exempt from the payment of sales tax in the jurisdiction in which the Property is
located), including any increase in real estate taxes at the Property which LESSOR-demensivates-arises from
the LESSEE’s pap and/or LESSEE’s use of the Premises. -LESSOR-and LESSEE-shall-each-be

Notwithstanding the foregoing, LESSEE shall not have the obligation to pay any tax, assessment, or "charge
that LESSEE is disputing in good faith in appropriate proceedings prior to a final determination that such
tax is properly assessed provided that no lien attaches to the Property. Nothing in this Paragraph shall be
construed as making LESSEE ee scr any oe of LESSOR’s income taxes in connection with any

LESSEE shall have the right, at its sole option and at its sole cost and expense, to appeal, challenge
or seek modification of any tax assessment or billing for which LESSEE is wholly or partly responsible for
payment. In the event that as a result of any appeal or challenge by LESSEE, there is a reduction, credit or
repayment received by the LESSOR for any taxes previously paid by LESSEE, LESSOR agrees to promptly
reimburse to LESSEE the amount of said reduction, credit or repayment.

In mansion te to the be iE the P Parties Saute that the fSlowsins provisions of NH RSA 72:23 Lb)

art of this agree

Pty Lees 0 Ly Ate
vemne he LESSEE,

8. USE; GOVERNMENTAL APPROVALS. LESSEE shall use the Premises for the purpose
of constructing, maintaining, repairing, and operating a communications facility and uses incidental thereto.
All improvements, equipment, antennas, and conduits of LESSEE shall be at LESSEE’s expense and their
installation shall be at the discretion and option of LESSEE. LESSEE shall have the right to replace, repair,
add, or otherwise modify its utilities, equipment, antennas and/or conduits, or any portion thereof, and the
frequencies over which the equipment operates, whether the equipment, antennas, conduits, or frequencies
are specified or not on any exhibit attached hereto, with no increase in rent, during the Term. It is
understood and agreed that LESSEE’s ability to use the Premises is contingent upon its obtaining after the
execution date of this Agreement all of the certificates, permits and other approvals (collectively the
“Governmental Approvals”) that may be required by any Federal, State or Local authorities as well as
satisfactory soil boring tests and structural analysis which will permit LESSEE use of the Premises as set
forth above. LESSOR shall cooperate with LESSEE in its effort to obtain such approvals and shall take no
action which would adversely affect the status of the Property with respect to the proposed use thereof by
LESSEE. In the event that (i) any of such applications for such Governmental Approvals should be finally
rejected; (ii) any Governmental Approval issued to LESSEE is canceled, expires, lapses, or is otherwise
withdrawn or terminated by governmental authority; (iii) LESSEE determines that such Governmental

&
4113630\14292709

Approvals may not be obtained in a timely manner, (iv) LESSEE determines that any soil boring tests or
structural analysis is unsatisfactory; (v) LESSEE determines that the Premises is no longer technically or
structurally compatible for its use, or (vi) LESSEE, in its sole discretion, determines that the use the
Premises is obsolete or unnecessary, LESSEE shall have the right to terminate this Agreement. Notice of
LESSEE’s exercise of its right to terminate shall be given to LESSOR in writing by certified mail, return
receipt requested, and shall be effective upon the mailing of such notice by LESSEE, or upon such later date
as designated by LESSEE. All rentals paid to said termination date shall be retained by LESSOR. Upon
such termination, this Agreement shall be of no further force or effect except to the extent of the
representations, warranties, and indemnities made by each Party to the other hereunder. Otherwise, the
LESSEE shall have no further obligations for the payment of rent to LESSOR. If LESSEE terminates this
Agreement before full reimbursement of the Project Costs, it shall forfeit its right to recover the balance of
the Project Costs remaining unreimbursed as of that time.

9, INDEMNIFICATION. Subject to Paragraph 10 below, each Party shall indemnify and
hold the other harmless against any claim of liability or loss from personal injury or property damage
resulting from or arising out of the negligence or willful misconduct of the indemnifying Party, its
employees, contractors, or agents, except to the extent such claims or damages may be due to or caused
by the negligence or willful misconduct of the other Party, or its employees, contractors or agents.

10. INSURANCE.
a. The Parties hereby waive and release any and all rights of action for negligence

against the other which may hereafter arise on account of damage to the Premises or to the Property,
resulting from any fire, or other casualty of the kind covered by fire insurance policies carried by the
Parties. These waivers and releases shall apply between the Parties and they shall also apply to any
claims under or through either Party as a result of any asserted right of subrogation. All such policies of
insurance obtained by either Party concerning the Premises or the Property shall waive the insurer’s right

of subrogation against the other Party.

b. LESSEE agrees that at its own cost and expense, it will maintain commercial
general liability insurance with limits not less than $2,000,000 for injury to or death of one or more
persons in any one occurrence and $1,000,000 for damage or destruction to property in any one
occurrence; or $3,000,000 combined single limit coverage for bodily injury and property damage.
LESSEE agrees that it will include the LESSOR as an additional insured.

11. LIMITATION OF LIABILITY. Except for indemnification pursuant to Paragraphs 9
and 31, neither Party shall be liable to the other, or any of their respective agents, representatives,

employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive,
indirect, special or consequential damages, loss of data, or interruption or loss of use of service, even if
advised of the possibility of such damages, whether under theory of contract, tort (including negligence),

strict liability or otherwise.

12. ANNUAL TERMINATION. Notwithstanding anything to the contrary contained herein,
provided LESSEE is not in default hereunder beyond applicable notice and cure periods, LESSEE shall
have the right to terminate this Agreement upon the annual anniversary of the Commencement Date

provided that three (3) months prior notice is given to LESSOR. If LESSEEcmnatesthis Aereement

Fé

pisatises| INTENTIONALL ¥_DELE TED. y
14. TOWER COMPLIANCE. LESSOR covenants that it will keep the Tower in good repair
as required by all Laws (as defined in Paragraph 35 below). The LESSOR shall also comply with all

rules and regulations enforced by the Federal Communications Commission with regard to the lighting,
marking, and painting of towers. Ifthe LESSOR fails to mete aspen mepells, including ialntenance, the

LESSEE: may make the Te paire a its sole gest t and theca

No materials may be used in the installation of the antennas or transmission lines that will cause
corrosion or rust or deterioration of the Tower structure or its appurtenances. All antenna(s) on the
Tower must be identified by a marking fastened securely to its bracket on the Tower and all transmission
lines are to be tagged at the conduit opening where it enters any user’s equipment space. Throughout the
Term, LESSOR shall supply to LESSEE copies of all structural analysis reposts that are done with
respect to the Tower promptly after the completion of the same.

15. INTERFERENCE. LESSEE agrees to install equipment of the type and frequency which
will not cause harmful interference which is measurable in accordance with then existing industry standards
to any equipment of LESSOR or other lessees of the Property which existed on the Property prior to the
date this Agreement is executed by the Parties. In the event any after-installed LESSEE’s equipment causes
such interference, and after LESSOR has notified LESSEE in writing of such interference, LESSEE will
take all commercially reasonable steps necessary to correct and eliminate the interference, including but not
limited to, at LESSEE’s option, powering down such equipment and later powering up such equipment for
intermittent testing. In no event will LESSOR be entitled to terminate this Agreement or relocate the
equipment as long as LESSEE is making a good faith effort to remedy the interference issue. LESSOR
agrees that LESSOR and/or any other tenants of the Property who currently have or in the future take
possession of the Property will be permitted to install only such equipment that is of the type and frequency
which will not cause harmful interference which is measurable in accordance with then existing industry
standards to the then existing equipment of LESSEE. The Parties acknowledge that there will not be an
adequate remedy at law for noncompliance with the provisions of this Paragraph and therefore, either Party
shall have the right to equitable remedies, such as, without limitation, injunctive relief and specific

performance.

16. REMOVAL AT END OF TERM. LESSEE shall, upon expiration of the Term, or within
ninety (90) days after any earlier termination of the Agreement, remove its buildingts}ground-based

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equipment, antenna(s), equipment,conduits, fixtures, and all personal property and restore the Premises
to its original condition, reasonable wear and tear and casualty damage excepted. LESSOR agrees and
acknowledges that all of the equipment, conduits, fixtures, and personal property of LESSEE shall
remain the personal property of LESSEE and LESSEE shall have the right to remove the same at any
time during the Term, whether or not said items are considered fixtures and attachments to real property
under applicable Laws. If such time for removal causes LESSEE to remain on the Premises after
termination of this Agreement, LESSEE shall pay rent at the then existing monthly rate or on the existing
monthly pro-rata basis if based upon a longer payment term, until such time as the removal of the

buildingits equipment, antenna(s), fixtures and all personal property are completed.

17. HOLDOVER. LESSEE has no right to retain possession of the Premises or any part
thereof beyond the expiration of that removal period set forth in Paragraph 16 herein, untess the Parties
are negotiating a new lease or lease extension in good faith. In the event that the Parties are not in the
process of negotiating a new lease or lease extension in good faith, LESSEE holds over in violation of
Paragraph 16 and this Paragraph 17, then the rent then in effect payable from and after the time of the
expiration or earlier removal period set forth in Paragraph 16 shall equal to 150% of the rent applicable
during the month immediately preceding such expiration or earlier termination.

18. RIGHT OF FIRST REFUSAL. If LESSOR elects, during the Term (i) to sell or
otherwise transfer all or any portion of the Property, whether separately or as part of a larger parcel of
which the Property is a part, or (ii) to grant to a third party by easement or other legal instrument an
interest in and to that portion of the Property occupied by LESSEE, or a larger portion thereof, for the
purpose of operating and maintaining communications facilities or the management thereof, with or
without an assignment of this Agreement to such third party, LESSEE shall have the right of first refusal
to meet any bona fide offer of sale or transfer on the same terms and conditions of such offer. If LESSEE
fails to meet such bona fide offer within thirty (30) days after written notice thereof from LESSOR,
LESSOR may sell or grant the easement or interest in the Property or portion thereof to such third person
in accordance with the terms and conditions of such third party offer.

19. RIGHTS UPON SALE. Should LESSOR, at any time during the Term decide (i) to sell
or transfer all or any part of the Property to a purchaser other than LESSEE, or (ii) to grant to a third
party by easement or other legal instrument an interest in and to that portion of the Property occupied by
LESSEE, or a larger portion thereof, for the purpose of operating and maintaining communications
facilities or the management thereof, such sale or grant of an easement or interest therein shall be under
and subject to this Agreement and any such purchaser or transferee shall recognize LESSEE’s rights
hereunder under the terms of this Agreement. To the extent that LESSOR grants to a third party by
easement or other legal instrument an interest in and to that portion of the Property occupied by LESSEE
for the purpose of operating and maintaining communications facilities or the management thereof and in
conjunction therewith, assigns this Agreement to said third party, LESSOR shalt not be released from its
obligations to LESSEE under this Agreement, and LESSEE shall have the right to look to LESSOR and

the third party for the full performance of this Agreement.

20. QUIET ENJOYMENT. LESSOR covenants that LESSEE, on paying the rent and
performing the covenants herein, shal] peaceably and quietly have, hold and enjoy the Premises.

21. TITLE. LESSEE shall perform its own title search to satisfy itself as to the title to the

Property. LESSOR represents and warrants to-LESSEE-as ofthe ereoment—and

1362014292209

avdthat it has full authority to enter into and execute this Agreement: and thal, to the LESSOR
eovenants-during the-Fermt-that’s best knowledge, there are no liens, judgments or impediments of title
on the Property, or affecting LESSOR’s title to the same and that there are no covenants, easements or
restrictions which prevent or adversely affect the use or occupancy of the Premises by LESSEE as set

forth above.

22. INTEGRATION. It is agreed and understocd that this Agreement contains all
agreements, promises and understandings between LESSOR and LESSEE and that no verbal or oral
agreements, promises or understandings shall be binding upon either LESSOR or LESSEE in any
dispute, controversy or proceeding at law, and any addition, variation or modification to this Agreement
shall be void and ineffective unless made in writing signed by the Parties. In the event any provision of
the Agreement is found to be invalid or unenforceable, such finding shall not affect the validity and
enforceability of the remaining provisions of this Agreement. The failure of either Party to insist upon
strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights
under the Agreement shall not waive such rights and such Party shall have the right to enforce such rights
at any time and take such action as may be lawful and authorized under this Agreement, in law or in

equity.

23. GOVERNING LAW. This Agreement and the performance thereof shall be governed,

interpreted, construed, and regulated by the Laws of the State of New Hampshire. Any action in law or in
i ing breach of this lease or which is in any w. le thereto shall be b tint

Hillsborough County New Hampshire Superior Court for the Southern Judicial District or the New

Hampshire 9° Circui ourt situate in Nashua, and not elsewhere

24, ASSIGNMENT. This Agreement may be sold, assigned or transferred by the LESSEE
without any approval or consent of the LESSOR to the LESSEE’s principal, affiliates, subsidiaries of its
principal or to any entity which acquires all or substantially all of LESSEE’s assets in the market defined
by the Federal Communications Commission in which the Property is located by reason of a merger,
acquisition or other business reorganization. As to other parties, this Agreement may not be sold,
assigned or transferred without the written consent of the LESSOR, which such consent will not be
unreasonably withheld, delayed or conditioned. No change of stock ownership, partnership interest or
control of LESSEE or transfer upon partnership or corporate dissolution of LESSEE shall constitute an

assignment hereunder.

25. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if
sent by certified mail, return receipt requested or by commercial courier, provided the courier’s regular
business is delivery service and provided further that it guarantees delivery to the addressee by the end of
the next business day following the courier’s receipt from the sender, addressed as follows (or any other
address that the Party to be notified may have designated to the sender by like notice):

LESSOR: City of Nashua
PO Box 2019, 229 Main Street
Nashuz, New Hampshire, 03061

LESSEE: Cellco Partnership
d/b/a Verizon Wireless

io

180 Washington Vailey Road
Bedminster, New Jersey 07921
Attention: Network Real Estate

Notice shail be effective upon actual receipt or refusal as shown on the receipt obtained pursuant
to the foregoing.

26. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal
representative, successors and assigns of the Parties hereto.

27. SUBORDINATION AND NON-DISTURBANCE. LESSOR shall obtain not later than

fifteen (15) days following the execution of this Agreement, a Non-Disturbance Agreement, as defined
below, from its existing mortgagee(s), ground lessors and master lessors, if any, of the Property. At
LESSOR’s option, this Agreement shalt 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 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
Property, LESSOR shall obtain for LESSEE’s benefit a non-disturbance and attornment agreement for
LESSEE’s benefit in the form reasonably satisfactory to LESSEE, and containing the terms described
below (the “Non-Disturbance Agreement”), and shall recognize LESSEE’s right to remain in occupancy
of and have access to the Premises as long as LESSEE is not in default of this Agreement 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-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 (1) confirms that the Agreement is subordinate to the Mortgage or
other real property interest in favor of Lender, (2) agrees to attorn to Lender if Lender becomes the
owner of the Property and (3) agrees to accept a cure by Lender 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 that may otherwise become due under this Agreement the sums paid by LESSEE to cure or

correct such defaults.

28. RECORDING. LESSOR agrees to execute a Memorandum of this Agreement which
LESSEE may record with the appropriate recording officer. The date set forth in the Memorandum of
Lease is for recording purposes only and bears no reference to commencement of either the Term or rent

payments.

29. DEFAULT.