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(fl The Indemnitee will at its own expense cooperate with the Indemnitor in
<br />connection with any such Claim, make personnel, witnesses, books and records relevant to the Claim
<br />available to the Indemnitor at no cost, and grant such authorizations or powers of attorney to the agents,
<br />representatives and counsel of the Indemnitor as the Indemnitor may reasonably request in connection
<br />with the defense or settlement of any such Claim.
<br />(g) Notwithstanding the foregoing in this Section 21, the Indemnitee shall have the
<br />right to employ separate counsel in any such Claim and to participate in the defense thereof; but the fees
<br />and expenses of such counsel shall be its fees and expenses unless (i) the Indemnitor has agreed to pay
<br />such fees and expenses, (ii) the Indemnitor has failed to assume the defense of such Claim or (iii) the
<br />named parties to any such Claim (including any impleaded parties) include both the Indemnitor and the
<br />Indemnitee and the Indemnitee has been advised by counsel that there may be one or more legal defenses
<br />available to it which are different from or.additional to those available to the Indemnitor (in which case, if
<br />the Indemnitee~ informs the Indemnitor in writing that it elects to employ separate counsel at the expense
<br />of the Indemnitor, the Indemnitor shall not have the right to assume the defense of such Claim or
<br />proceeding on behalf of the Indemnitee, it being understood, however, that the Indemnitor shall not, in
<br />connection with any one such Claim or separate but substantially similar or related Claims in the same
<br />jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees
<br />and expenses of more than one separate firm of attorneys at any time for the Indemnitee, which firm shall
<br />be designated in writing by the Indemnitee).
<br />(h) Nothing herein contained shall affect a party's legal duty to mitigate damages.
<br />(i) Notwithstanding anything to the contrary contained herein, neither Party shall be
<br />liable to the other Party for indirect, incidental, special or consequential damages, including but not
<br />limited to lost profits, however arising, even if a Party has been advised of the possibility of such
<br />damages.. The provisions of this Section 21 shall survive the applicable Site Expiration Date or earlier
<br />termination of this Agreement. The foregoing provisions of this Section 21 are not intended to limit the
<br />generality of any of the other provisions of this Agreement. ~ .
<br />22. SUBORDINATION AND ATTORNMENT.
<br />(a) This Agreement and all rights of TowerCo therein, and all interest or estate of
<br />TowerCo in the Subleased Property of each Site, or any portion thereof, shall be subordinate to any and
<br />_ all Mortgages which at any time during the Term may be placed. upon the Subleased Property, or any
<br />portion thereof, by AirTouch or any of its Affiliates, and to any replacements, renewals, amendments,
<br />modifications, extensions or refinancing thereof, and to each and. every advance made under any
<br />Mortgage; provided, however, that the subordination and attomment contained herein shall not be
<br />effective unless the Mortgagee thereunder shall execute aad deliver an NDA in favor of TowerCo,
<br />providing that: (i) such Mortgagee will at all times fully recognize TowerCo's rights under this
<br />Agreement, and in the event of a foreclosure under any such Mortgage, so long as no event of default
<br />shall have occurred and be existing hereunder, and so long as TowerCo shall attom to the purchaser upon
<br />such foreclosure, and so long as TowerCo continues to pay the Rent with respect to all Sites covered by
<br />this Agreement add to fully and completely keep, observe, satisfy, perfon{n and comply with all
<br />agreements, terms, covenants, conditions, requirements, provisions and ~strictions of this Agreement,
<br />such Mortgagee shall not disturb TowerCo's possession of the Subleased Property; and (ii) that upon such
<br />Mortgagee acquiring title to the Subleased.Property, TowerCo,shall attom directly to such Mortgagee.
<br />. TowerCo shall agree to such other terms and conditions in the NDA as may be reasonably required by
<br />such Mortgagee, provided that such terms and conditions do not affect TowerCo's rights, nor materially
<br />increase or alter any of TowerCo's obligations, under this Agreement.:
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