Agenda - 04-21-20; 8-g - Approval of a Lease for a Section of the Roof and Wall of the Sportsplex to Cellco Partnership (Verizon Wireless) for Installation of a Mini Cell Phone Tower

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32 Deed of Trust and Security Agreement dated June 14, 2017, and recorded in Book R136319, Page 169 (the "Mortgage"), in the Register of Deed's Office for Orange County,North Carolina(the "Register's Office"); AGREEMENT: NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows: 1. So long as the Lessee is not in default in the performance of any of the terms of the Lease beyond applicable notice and cure periods, the parties agree that if Lender, or any other party, succeeds to the interest of Lessor under the Lease ("Lessor's Successor") by foreclosure, or by acquisition of title to the Property in lieu of foreclosure, or otherwise, pursuant to any rights granted to Lender, in any case pending pursuant to 11 U.S.C. §101 et seq., or any action taken under the Mortgage by Lender, or if Lender exercises the rights granted to it by any assignment (any such occurrence being referred to herein as an "Attornment Event"), the Lessee shall be bound to Lessor's Successor under all of the terms of the Lease for the balance of the term thereof remaining, and any extension or renewal terms thereof, with the same force and effect as if Lessor's Successor was the lessor under the Lease, and the Lessee shall attorn to Lessor's Successor as its lessor, such attornment to be effective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon the Lessor's Successor succeeding to the interest of the Lessor under the Lease. Notwithstanding anything herein to the contrary, the Lessee shall be under no obligation to pay rent or other costs, if any, which may be due Lessor pursuant to the terms of the Lease to the Lessor's Successor until the Lessee receives written notice from the Lessor's Successor that it has succeeded to the interest of the Lessor under the Lease. The respective rights and obligations of the Lessee and Lessor's Successor upon such attornment shall, to the extent of the then remaining balance of the term of the Lease and any extension or renewal thereof, be the same as now set forth therein, it being the intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by reference with the same force and effect as if set forth at length herein. 2. Subject to Lessee's attornment to Lessor's Successor pursuant to Section 1 above, upon the occurrence of an Attornment Event, so long as Lessee is not in default in the performance of any of the terms of the Lease beyond applicable notice and cure periods, Lessor's Successor shall not affect or disturb Lessee's right to possession, use and enjoyment of the Premises, shall be bound to the Lessee under all of the terms of the Lease for the balance of the term thereof remaining and any extension or renewal terms thereof with the same force and effect as if Lessor's Successor was the lessor under the Lease, and shall perform each and every one of the obligations of Lessor thereunder. In no event shall the Lessor's Successor be liable for any act or omission of any prior lessor, be subject to any offsets or defenses which the Lessee might have against any prior lessor, or be bound by any rent or additional rent which may be due Lessor pursuant to the terms and provisions of the Lease which the Lessee might have paid to any prior lessor for more than the current month. 3. Lender understands, acknowledges and agrees that notwithstanding anything to the contrary contained in the Mortgage and/or any related financing documents, including, 2 4841-9003-4267 v1 3000001-101524 02/01/2018