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EXHIBIT A-1 <br />CONSENT, ATTORNMENT AND NON-DISTURBANCE AGREEMENT <br />RE: Option to Lease and Lease Agreement dated <br />, 1996 ("Lease") and <br />Non-Exclusive Easement Agreement <br />Dated , 1996, <br />("Easement"), by and between <br />THE VILLAGE OF MAYFIELD VILLAGE, <br />(Landlord) and (Grantor), <br />and NORTHERN OHIO CELLULAR TELEPHONE COMPANY, <br />dba AirTouch Cellular One <br />(Tenant) and (Grantee). <br />Location: Village of Mayfield village, <br />County of Cuyahoga, <br />State of Ohio, as more fully described in Exhibit "A" <br />(Lease Site) and Exhibit "B" (Easement Area) <br />attached hereto and made a part hereof. <br />Dear Northern Ohio Cellular Telephone Company: <br />With reference to your Lease and Easement at the above- <br />captioned location, and for Ten Dollars ($10.00) and other good <br />and valuable consideration, the receipt and sufficiency of which <br />is hereby acknowledged, , as <br />Mortgagee of the above-described premises by Mortgage dated <br />, 19 , recorded <br />, 19 , in Mortgage Record Volume , Page , <br />of the Cuyahoga County, Ohio Records, does hereby consent to said <br />Lease and Easement and does hereby agree that in the event of a <br />default under the Mortgage, your rights under your Lease and <br />Easement will not be affected or disturbed; <br />does hereby further agree that in the <br />event the Mortgage is terminated by reason of foreclosure pro- <br />ceedings, sale, or for any other reason whatsoever, and <br />succeeds to the interest of The Village <br />of Mayfield Village, in and to the above-described premises <br />presently encumbered by the Lease and Easement, <br />shall be bound to Northern Ohio <br />Cellular Telephone Company under all of the terms and conditions -- <br />of the Lease and Easement, and hereby <br />attorns to Northern Ohio Cellular Telephone Company, as its <br />landlord and grantor under the Lease and Easement, such <br />21.