PROJC01784 ‎(2)‎

• Contract/PO #: C153329
• Contractor Name: Ute Water Conservancy District
• Contract Type: Loan
• Water District: 72
• County: Mesa
• Bill Number: SB 80-67
• Loan Projects - Doc Type: Contract Documents

Record and retum to:
SBA Towers II LLC
5900 Broken Sound Parh:way NW
Boca Raton, FL 33487

NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this "Agreement"),
dated as of _' 2007 by SBA TOWERS II LLC, a Florida limited liability
company, having its principal office and place of business located at 5900 Broken Sound Parkway,
NW, Boca Raton, Florida 33487 ("Tenant"), and the STATE OF COLORADO for the use and
benefit of the Department of Natural Resources, Water Conservation Board, having its principal
office and place of business at 1313 Sherman Street, Room 721, Denver, Colorado 80203
("Lender").

PRELIMINARY STATEMENT:

A. Ute Water Conservancy District ("Landlord") entered into that certain Deed of Trust
in favor of Lender, dated January 12,2000 and recorded on January 24,2000 in Book 2673, Page
501, in the Clerk and Recorders Office of Mesa County, Colorado encumbering that certain real
property (the "Property") described therein (such instrument and all amendments, modifications,
renewals, substitutions, extensions, consolidations and replacements thereto and thereof, as
applicable, are hereinafter collectively referred to as "Mortgage").

B. On January 19,2000, Landlord and NTCH-Colorado, Inc., a Colorado corporation,
("NTCH-Colorado") entered into a certain Option and Lease Agreement ("Lease") for that certain
parcel ofreal property as more particularly described on Exhibit "A" attached hereto ("Premises"),
which Premises is a portion of the Property.

C. NTCH-Colorado's interest in the Lease has been assigned to Tenant pursuant to an
Assignment & Assumption of Ground Lease.

D. Tenant desires that Lender recognize Tenant's rights under the Lease in the event of
foreclosure of Lender's lienor any other Transfer and Tenant is willing to agree to attorn to Lender
or the purchaser at such foreclosure or other Transfer if Lender will recognize Tenant's right of
possession under the Lease.

Therefore, in consideration of the mutual benefits accruing to the parties hereto and other
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and
Tenant hereby agree as follows:

1. Subordination; Non-Disturbance. Tenant acknowledges that the Lease is junior and
subordinate to the lien of the Mortgage. Provided (a) Tenant complies with this Agreement, (b)
Tenant is not in default under the terms of the Lease and no event has occurred which, with the
passage of time or the giving of notice or both, would constitute a default under the Lease, and (c)

COI0496-A, Ute Water