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HomeMy WebLinkAboutL 12759 P 582 SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: EASEMENT Recorded: 01/08/2014 Number of Pages: 92 At: 04:10:56 PM Receipt Number : 14-0002298 TRANSFER TAX NUMBER: 13-15662 LIBER: D00012759 PAGE: 582 District: Section: Block: Lot: 1000 096.00 01.00 019.001 EXAMINED AND CHARGED AS FOLLOWS Deed Amount: $1,870,000.00 Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $460.00 NO Handling $20.00 NO COE $5.00 NO NYS SRCHG $15.00 NO TP-584 $5.00 NO Notation $0.00 NO Cert.Copies $0.00 NO RPT $60.00 NO Transfer tax $7,480.00 NO Comm.Pres $0.00 NO Fees Paid $8,045.00 TRANSFER TAX NUMBER: 13-15662 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County I. ~2 • RECORDED 2014 Jan 08 04:10:56 PM Number of pages QZ JUDITH A. PASCALE CLERK OF SUFFOLK. COUNTY This document will be public L D00012759 record. Please remove all P 562 DT# 13-15662 100 mp Recording/Filing Stamps Page/Filing Fee 4+ Mortgage Amt. _ n I 1. Basic Tax Handling 20. 00 2. Additional Tax _ TP-584 5.00 Sub Total _ Notation Spec./ or EA-52 17 (County) Sub Total Spec. /Add. EA-5217 (State) - TOT. MTG. TAX R.P.T.S.A. Dual Town _ Dual County Held for Appointment Comm. of Ed. 5. 00 Transfer Tax Affidavit' Mansion Tax Certified Copy The property covered by this mortgage is or will be improved by a one or two NYS Surcharge 15. 00 QO family dwelling only. Sub Total 00 _ YES or, NO Other / Grand Total b If NO, see appropriate tax clause on page# of his in trument. Dist .1Q 2645147 1000 09600 0100 019001 5 Community Preservation Fund Consideration Amount $ o0 Real Propert P T S Jill 11111 Tax Service R DHO A Agency 't 08-JAN-14 L CPF Tax Due $ - - Verification _ Improved Y L 6 Satisfactions/Discharges/Releases List Property Owners Mailing Address RECORD & RETURN TO: . / Vacant Land NATIONWIDE COURT SERVICE TD_fn RECORDING DEPARTMENT TD 761 Koehler Avenue SUITE A TD RONKONKOMA, NY 11779 Mail to: Judith A. Pascale, Suffolk County Clerk 7 Title Company Information 310 Center Drive, Riverhead, NY 11901 Co. Name 5 www.suffo Ikcou ntyny.g ov/clerk Title# CRC-241998-P 8 DillKAK 16 OUlIL he%-Ofuing «LIIUIJIOernite ll PQye This page forms part of the attached hRIT OF 515iM I made by: (SPECIFY TYPE OF INSTRUMENT) Arthur V. Junge The premises herein is situated in SUFFOLK COUNTY, NEW YORK. TO In the TOWN of Southold Crown Castle Tower 09 I In the VILLAGE or HAMLET of Cutchogue _ BOXES 6THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. over C Re~ay lane - P Prepare of State. -9 Gle6;Rgr4adr -9 SIR 7 r~~nn Tax Parcel: 96-1-19.1 .p9 C o C -2u I99 Q - p SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE GRANT OF EASEMENT s ~atio W~ d~ u t o I& Facilities: 806579 761 Koehiel'AVenue Street Address: 21855 County Road 48 Suite A City: Cutchogue Ronkonkoma, NY 11779 County: Suffolk State: New York between CROWN CASTLE TOWERS 09 LLC, a Delaware limited liability company ("Crown") and ARTHUR V. JUNGE ("Grantor") NY Cutchogue BU 806579 GRANT OF EASEMENT THIS GRANT OF EASEMENT (the "Easement") is ma a effective this day of 0 2013, by and between ARTHUR V. JUNGE"'("Grantor"), and CROWN CASTLE TOWERS 09 LLC, a Delaware limited liability company ("Grantee"). A L M M'OUIKtn Hill Pad mttn N.N ~93g~ - 1. Description of Grantor's Property. Grantor is the owner o>`that certain lan~and premises in Cutchogue, County of Suffolk, State of New York, by grant or conveyance described in the Suffolk County Clerk's Office ("Clerk's Office") in Liber 10321, Page 162. The description of said property is attached hereto as Exhibit "A" (hereinafter "Grantor's Property"). 2. Description of Easement. For good and valuable consideration, the sufficiency of which the parties hereby acknowledge, Grantor grants and conveys unto Grantee, its successors and assigns, forever, an exclusive, perpetual easement for the use of a portion of Grantor's Property, that portion being shown as the "Tower Easement" in the survey attached hereto as Exhibit "B" and described as the "Tower Easement" by metes and bounds in Exhibit "C" attached hereto (the "Easement Area"). The Easement Area shall also include (a) a perpetual right-of-way for ingress and egress, seven days per week, twenty-four hours per day, on foot or motor vehicle, including trucks, along a twenty foot wide right-of-way together with the right to install, replace and maintain above and below ground utility wires, poles, cables, fiber, conduit and pipes as more fully shown as the "20' Access Easement" on Exhibit "B" and described as the "20 Foot Wide Access Easement" on Exhibit "C" (the "Access Easement"), together with an exclusive, perpetual right-of-way for the installation, replacement, and maintenance of utility wires, poles, cables, conduits and pipes, in that location more particularly shown as the "Utility Easement" in the survey attached hereto as Exhibit "B" and described as the "Utility Easement" by metes and bounds in Exhibit "C"; (b) any portion of Grantor's Property on which communications facilities exist on the date of this Easement (even if not described in the Lease Agreement as that term is defined in Section 3 of this Easement). In the event Grantee or any public utility is unable or unwilling to use the easements described in subsection (a) above, Grantor hereby agrees to grant an additional right-of-way, in form satisfactory to Grantee, to Grantee or at Grantee's request, directly to a public utility, at no cost and in a location acceptable to Grantee. 3. Assignment of Lease Agreement. The parties hereby acknowledge (a) that certain Option and Lease Agreement dated June 3, 1991, by and between New York SMSA Limited Partnership, as lessee, and Grantor, as lessor, as amended by that Amendment to Lease Agreement dated July 12, 2005, a memorandum of which is recorded in Liber D00012412 Page 954 in the Clerk's Office; (b) that certain Site Lease with Option dated August 2, 2002, by and (i' er-"J32I between Grantor, as lessor, and Omnipoint Facilities Network 2, LLC, by Omnipoint POT (~2 Communications, Inc.; (c) that certain N.Y. Land Lease Agreement dated November 29, 2004, 7 by and between Grantor, as lessor, and Cellular Telephone Company d/b/a AT&T Wireless, a New York partnership, by LIN Cellular Communications Corporation, a New York corporation, as lessee; and (d) that certain Communications Site Lease Agreement between MetroPCS New York, LLC, as lessee, and Grantor, as lessor, last executed on July 16, 2009 (each a "Lease Agreement" and collectively, the "Lease Agreements"), each said Lease Agreement being attached hereto as Exhibit "D". The lessees under the Lease Agreements are hereinafter referred to individually as "Lessee" and collectively as the "Lessees". As used herein, the term "Lease NY Cutchogue BU 806579 2 Agreement" or "Lease Agreements" shall include any amendments or addendums to said agreements. Simultaneously with entering into this Grant of Easement, Grantor and Grantee are entering into separate assignment agreements to be recorded in the Registry by which Grantor shall assign all of its right, title and interest in the Lease Agreements to Grantee (the "Assignment"). Grantor warrants that Grantor has delivered to Grantee true and correct copies of the Lease Agreements. To Grantor's best knowledge, no party to the Lease Agreements has breached or is in default of its obligations under the Lease Agreements and no party has requested or discussed a modification of the Lease Agreements (including a reduction in rent) or termination now or in the future. 4. Grantor's Obligations With Respect to the Lease Agreements. From and after the date hereof and continuing until this Easement is terminated (if ever), Grantor shall not, other than to the extent required herein or requested in writing by Grantee, exercise or enjoy any of the rights or remedies of the lessor under the Lease Agreements. Grantor shall notify Grantee in writing within five (5) calendar days of Grantor's receipt of any payment in respect of rent, income, charges, interest, penalties, fees and other revenue payable by the Lessees, and Grantor shall forward such payment to Grantee within said five (5) day period. In the event that Grantor fails to forward to Grantee any payment as provided hereunder, Grantee shall have the right to collect such payment from Grantor together with interest on such payment at the greater of the (i) the rate provided by statute where the Easement is located or (ii) 12% per annum (calculated from the date five (5) days after Grantor receives such payment until Grantor pays such sums due to Grantee) and shall have a lien against Grantor's Property with respect thereto. Grantor shall, however, continue to pay, perform, and otherwise discharge all obligations and liabilities of the lessor under the Lease Agreements with respect to Grantor's Property, whether arising prior to, on, or after the date hereof. Without limiting the generality of the foregoing, Grantor shall: (a) fully, faithfully and timely perform all covenants to be performed by the Grantor under the Lease Agreements; (b) promptly pay all mortgages, loans, liens, judgments and all real estate, personal income and other taxes that may become due with respect to Grantor's Property; (c) promptly execute, without any additional consideration, all letters of authorizations, permits, applications or other documents required for Grantee to fully enjoy the Easement or the Lease Agreements; (d) not, suffer or allow any breach, default or event of default by the Grantor to occur under the Lease Agreements; and (e) not take any action for the purpose of, or with the effect of, inducing or causing the Lessees not to exercise a right to renew or extend the Lease Agreements. Failure to comply, in whole or in part with this Section shall constitute a default by Grantor of the terms hereof and entitle Grantee to the remedies provided in Section 15 of this Easement. 5. Permitted Uses. The Easement Area shall be used for constructing, maintaining and operating communications facilities and energy generation facilities for energy to be used on and off the Easement Area, including without limitation, tower structures, antenna support structures, cabinets, meter boards, buildings, antennas, cables, equipment and uses incidental thereto including those necessary for Grantee's compliance with its obligations under the Lease Agreements (the "Permitted Use"). No facilities or structures installed or constructed on the Easement Area by Grantee shall constitute a fixture, but shall remain the personal property of Grantee. Grantor acknowledges that Grantor has no right to object to or approve any improvements to be constructed on the Easement Area. If requested by Grantee, Grantor will execute, at Grantee's sole cost and expense, all documents required by any governmental NY Cutchogue BU 806579 3 authority in connection with any development of, or construction on, the Easement Area, including documents necessary to petition the appropriate public bodies for certificates, permits, licenses and other approvals deemed necessary by Grantee in Grantee's absolute discretion to utilize the Easement Area for the Permitted Use. Grantor agrees to be named applicant if requested by Grantee. In furtherance of the foregoing, Grantor hereby appoints Grantee as Grantor's attorney-in-fact to execute all land use applications, permits, licenses and other approvals on Grantor's behalf. Grantor shall be entitled to no further consideration with respect to any of the foregoing matters. Grantor shall take no action that would adversely affect the status of the Easement Area with respect to the Permitted Use. 6. Perpetual Easement. This Easement and Grantee's rights and privileges hereunder shall be perpetual and may be terminated only as provided for herein. 7. Purchase Price, Down Payment and Installment Payments. The purchase price for the rights and interest granted to Grantee pursuant to this Easement is One Million Eight Hundred Seventy Thousand Dollars ($1,870,000.00) ("Purchase Price"). Upon full execution of this Easement by both parties, Grantee shall pay a down payment on the Purchase Price in the amount set forth in Exhibit "E" attached hereto (the "Down Payment"). Thereafter, Grantee shall pay the remainder of the Purchase Price in monthly installment payments (each an "Installment Payment"). The due dates, amounts, and number of Installment Payments are set forth in the payment schedule in Exhibit "E". Grantee shall have the right to pay off the remaining balance of the Purchase Price (the "Payoff Amount") at any time, without premium or penalty, in accordance with the payment schedule in Exhibit "E" , and upon payment of the Payoff Amount, no further Installment Payments shall be due to Grantor. Grantor and Grantee agree that all rights granted to Grantee in this Easement shall be fully vested in Grantee upon full execution of this Easement by both parties even though the Purchase Price will be paid in installments. 8. Grantee's Right to Terminate. Grantee shall have the unilateral right, but not the obligation, to terminate this Easement for any reason. Upon termination of this Easement, (i) if the Lease Agreements are then in effect, the rights and obligations as lessor under the Lease Agreements shall revert to Grantor, (ii)' Grantor may retain the Down Payment and any Installment Payments paid to Grantor prior to such termination, (iii) Grantee shall be relieved of any obligation to pay the remaining balance of the Purchase Price, and Grantee shall not owe any Installment Payments due after the date of termination, and (iv) the parties shall have no further obligations to each other; provided, however, that if Grantee installed any buildings, structures or equipment upon the Easement Area, Grantee shall, within a reasonable time, remove all of its building(s), tower and above ground property and restore the surface of the Easement Area to its original condition prior to any such installment, reasonable wear and tear excepted. Any buildings, structures or equipment installed or constructed upon the Easement Area by Lessees, or those holding by, through and under Lessees, shall be subject to the terms and conditions of the Lease Agreements. Said termination shall be effective upon Grantee providing written notice of termination to Grantor. 9. Hazardous Materials. NY Cutchogue BU 806579 4 (a) For purposes of this Easement, the term "Hazardous Materials" means any substance which is (i) designated, defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or contaminant under any Environmental Law, as currently in effect or as hereafter amended or enacted, (ii) a petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products, (iii) PCBs, (iv) lead, (v) asbestos, (vi) flammable explosives, (vii) infectious materials, or (viii) radioactive materials. "Environmental Law(s)" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901, et seq., the Toxic Substances Control Act, 15 U.S.C. Sections 2601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 5101, et seq., and the Clean Water Act, 33 U.S.C. Sections 1251, et seq., as said laws have been supplemented or amended to date, the regulations promulgated pursuant to said laws and any other federal; state or local law, statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal, presence, clean-up, transportation or release or threatened release into the environment of Hazardous Materials. (b) Grantee shall not (either with or without negligence) cause or permit the use, storage, generation, escape, disposal or release of any Hazardous Materials in any manner not sanctioned by law. In all events, Grantee shall indemnify and hold Grantor harmless from any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including, without limitation, any and all sums paid for settlement of claims, attorneys' fees, and consultants' and experts' fees) arising from the presence or release of any Hazardous Materials on the Easement Area if caused by Grantee or persons acting under Grantee. (c) Grantor shall not (either with or without negligence) cause or permit the use, storage, generation, escape, disposal or release of any Hazardous Materials in any manner not sanctioned by law. In all events, Grantor shall indemnify and hold Grantee harmless from any and all claims, damages, fines, judgments, penalties, costs, liabilities or losses (including, without limitation, any and all sums paid for settlement of claims; attorneys' fees, and consultants' and experts' fees) arising from the presence or release of any Hazardous Materials on Grantor's Property unless caused by Grantee or persons acting under Grantee. Grantor shall execute such affidavits, representations and the like from time to time as Grantee may reasonably request concerning Grantor's best knowledge and belief as to the presence of Hazardous Materials on Grantor's Property. (d) To Grantor's knowledge, neither the Easement Area nor Grantor's Property is in violation of or subject to any existing, pending, or threatened investigation or inquiry by any governmental authority or subject to any remedial obligations under any applicable laws pertaining to Hazardous Materials. 10. Insurance. At all times, Grantee, at its sole expense, shall obtain and keep in force insurance which may be required by any federal, state or local statute or ordinance of any NY Cutchogue BU 806579 5 governmental body having jurisdiction in connection with the operation of Grantee's business upon the Easement Area. 11. Maintenance. Grantor shall maintain the Grantor's Property in a good and safe condition except to the extent maintenance is the obligation of the Lessees under the Lease Agreements. 12. Removal of Obstructions. Grantee has the right to remove obstructions, including but not limited to vegetation, which may encroach upon, interfere with or present a hazard to Grantee's or Lessees' use of the Easement Area. Grantee shall be responsible for disposing of any materials related to the removal of obstructions. 13. Taxes. Grantor acknowledges and agrees that a portion of the Purchase Price is for and in consideration of the continuing obligation of Grantor to pay, on or before the due date all present and future real property taxes, transfer taxes, penalties, interest, roll-back or additional taxes, sales and use taxes and all other fees and assessments, regardless of the taxing method that are attributable to Grantor's Property. Grantee agrees to reimburse Grantor the real property taxes attributable to the Easement Area, provided they are not already paid pursuant to the Lease Agreements. Grantor shall provide a copy of all tax bills and proof of payment of said tax bills to Grantee. In the event that Grantor fails to pay all taxes on Grantor's Property prior to such taxes becoming delinquent, Grantee may, at its option, pay such taxes (the "Delinquent Taxes") and Grantee shall have the right to collect the Delinquent Taxes from Grantor together with interest on the Delinquent Taxes at the greater of the (i) the rate provided by statute where the Easement is located or (ii) 12% per annum (calculated from the date Grantee pays the Delinquent Taxes until Grantor repays such sums due to Grantee) and shall have a lien against Grantor's Property with respect thereto. Failure of Grantor to comply, in whole or in part with this Section shall constitute a default by Grantor of the terms hereof and entitle Grantee to the remedies provided in Section 15 of this Easement. 14. Waiver of Subrogation. The parties hereby waive any and all rights of action for negligence against the other which may hereafter arise on account of damage to the Easement Area or any other portion of Grantor's Property, including improvements and personal property located thereon, resulting from any fire or other casualty of the kind covered by property insurance policies with extended coverage regardless of whether or not, or in what amount, such insurance is now or hereafter tamed by the parties. 15. Default. The following shall constitute events of default by Grantor: (a) Grantor's failure to comply with any portion of this Easement; (b) failure by Grantor to forward to Grantee any payment as required in Section 4; (c) failure by Grantor to pay taxes as required in Section 13 of this Easement; (d) failure to timely pay any mortgages, loans, liens or judgments on the Grantor's Property; (e) a default of one or more of the Lease Agreements, the cure of which is solely or partially within the, control of Grantor; and/or (f) any agreement, act or omission of Grantor resulting in, or likely to result in, the termination or expiration of one or more of the Lease Agreements or any other lease over the Easement Area or any portion thereof (each a "Default"). Grantee shall give Grantor written notice of a Default. After receipt of such . written notice, Grantor shall have ten (10) days in which to cure any monetary Default and fifteen (15) days in which to cure any non-monetary Default. Grantor shall have a reasonable NY Cutchogue - BU 806579 6 extended period as may be required beyond the fifteen (15) day cure period to cure any non- monetary Default if the nature of the cure is such that it requires additional time to cure, and Grantor commences the cure within the fifteen (15) day period and thereafter continuously and diligently pursues the cure to completion. In the event that Grantor is in default beyond the applicable period set forth above, Grantee may, at its option (i) terminate this Easement and be relieved from paying the balance of the Purchase Price and from all other obligations under this Easement; (ii) perform the obligation(s) of Grantor in which case any expenditures made by Grantee in so doing shall be deemed paid for the account of Grantor and Grantor agrees to reimburse Grantee for said expenditures upon demand; (iii) take any actions that are consistent with Grantee's rights; (iv) sue for injunctive relief, specific performance, and damages; or (v) set-off such amounts expended against any amounts due to Grantor, including any remaining Installments Payments. In the event that any sums expended by Grantee pursuant to this Easement are not reimbursed by Grantor within thirty (30) days of demand as provided hereunder, Grantee shall have the right to collect such amounts from Grantor together with interest on such amounts at the greater of the (i) the rate provided by statute where the Easement is located or (ii) 12% per annum (calculated from date such amounts are expended until Grantor pays such sums due to Grantee) and shall have a lien against Grantor's Property with respect thereto. Grantor grants Grantee a lien against Grantor's Property to secure its obligations to repay Grantee for any sums expended by Grantee pursuant to this Section 15. In the event that Grantor maintains any action or effectuates any remedies for default against Grantee, resulting in Grantee's dispossession or removal, (i) the Installment Payments shall be paid up to the date of such dispossession or removal and (ii) Grantor shall be entitled to recover from Grantee, in lieu of any other damages, as liquidated, final damages, a sum equal to the next six months Installment Payments; however, Grantee shall be relieved of any obligation to pay the remaining balance of the Purchase Price and Grantee shall not owe any Installment Payments due after the date of dispossession or removal. 16. Limitation on Damages. In no event shall Grantee be liable to Grantor for consequential, indirect, speculative or punitive damages in connection with or arising from this Easement, the Permitted Use or the Easement Area. 17. Recording. Grantor acknowledges that Grantee intends to record this Easement, or a memorandum of this Easement, with the appropriate recording officer upon execution of this Easement. Grantor acknowledges that Grantee may record a subsequent memorandum of this Easement within two years of the date of this Easement if, in Grantee's sole discretion, Grantee desires to record a more accurate description of the Easement Area. Grantor agrees to fully cooperate in any subsequent recordings without additional consideration. 18. Hold Harmless. Grantor hereby indemnifies, holds harmless, and agrees to defend Grantee against all damages asserted against or incurred by Grantee by reason of, or resulting from: (a) the breach by Grantor of, any representation, warranty, or covenant of Grantor contained herein or (b) any negligent act or omission of Grantor, excepting however such damages as may be due to or caused by the acts of Grantee or its agents. Grantee hereby indemnifies, holds harmless, and agrees to defend Grantor against all damages asserted against or incurred by Grantor by reason of, or resulting from: (a) the breach by Grantee of any representation, warranty, or covenant of Grantee contained herein or (b) any negligent act or NY Cutchogue BU 806579 7 omission of Grantee, excepting however such damages as may be due to or caused by the acts of Grantor or its agents. 19. Grantor's Covenant of Title. Grantor covenants: (a) Grantor is seized of fee simple title to the Grantor's Property of which the Easement Area is a part and has the right and authority to grant this Easement; (b) that this Easement is and shall be free and clear of all liens, claims, encumbrances and rights of third parties of any kind whatsoever; (c) subject to the terms and conditions of this Easement, Grantee shall have quiet possession, use and enjoyment of the Easement Area; (d) there are no aspects of title that might interfere with or be adverse to Grantee's interests in and intended use of the Easement Area; and (e) that Grantor shall execute such further assurances thereof as may be required. 20. Non-Interference. From and after the date hereof and continuing until this Easement is terminated (if ever), Grantor shall not permit (a) the construction, installation or operation of any communications facilities that emit radio frequencies on Grantor's Property other than communications facilities constructed, installed and/or operated on the Easement Area pursuant to this Easement or the Lease Agreements or (b) any condition on Grantor's Property which interferes with the Permitted Use. Each of the covenants made by Grantor in this Section 20 is a covenant running with the land for the benefit of the Easement Area and shall be binding upon Grantor and each successive owner of any portion of Grantor's Property and upon each person having any interest therein derived through any owner thereof. 21. Eminent Domain. If the whole or any part of the Easement Area shall be taken by right of eminent domain or any similar authority of law, the entire award for the value of the Easement Area and improvements so taken shall belong to Grantee. 22. Grantor's Property. Grantor shall not do or permit anything that will interfere with or negate any special use permit or approval pertaining to the Easement Area or cause any communications or energy facilities on the Easement Area to be in nonconformance with applicable local, state, or federal laws. Grantor covenants and agrees that it shall not subdivide the Grantor's Property if any such subdivision will adversely affect the Easement Area's compliance (including any improvements located thereon) with applicable laws, rules, ordinances and/or zoning, or otherwise adversely affects Grantee's ability to utilize Grantor's Property for the Permitted Use. Grantor may initiate or consent to changes in the zoning of Grantor's Property so long as said zoning changes do not prevent or limit Grantee from using the Easement Area for the Permitted Use. 23. Entire Agreement. Grantor and Grantee agree that this Easement contains all of the agreements, promises and understandings between Grantor and Grantee. No verbal or oral agreements, promises or understandings shall be binding upon either Grantor or Grantee in any dispute, controversy or proceeding at law. Any addition, variation or modification to this Easement shall be void and ineffective unless made in writing and signed by the parties hereto. 24. Construction of Document. Grantor and Grantee acknowledge that this document shall not be construed in favor of or against the drafter and that this document shall not be construed as an offer until such time as it is executed by one of the parties and then tendered to the other party. NY Cutchogue BU 806579 8 25, Applicable Law. This Easement and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State where the Easement is located. The parties agree that the venue for any litigation regarding this Easement shall be the county in which the Easement Area is located. 26. Notices. All notices hereunder shall be in writing and shall be given by (a) established express delivery service which maintains delivery records, (b) hand delivery, or (c) certified or registered mail, postage prepaid, return receipt requested. Notices may also be given by facsimile transmission, provided that the notice is concurrently given by one of the above methods. Notices are effective upon receipt, or upon attempted delivery if delivery is refused or if delivery is impossible because of failure to provide reasonable means for accomplishing delivery. The notices shall be sent to the parties at the following addresses: If to Grantor: Arthur V. Junge 418 Moulton Hill Road Lyman, NH 03585 If to Grantee: Crown Castle Towers 09 LLC E. Blake Hawk, General Counsel Attn: Legal - Real Estate Dept. 2000 Corporate Drive Canonsburg, PA 15317 27. Assignment. The parties hereto expressly intend that the easements granted herein shall be easements in gross, and as such, are transferable, assignable, inheritable, divisible and apportionable. Grantee has the right, within its sole discretion, to sell, assign, lease, convey, license or encumber any of its interest in the Easement Area without consent. In addition, Grantee has the right, within its sole discretion, to grant sub-easements over any portion of the Easement Area without consent. In connection with the foregoing, Grantor irrevocably constitutes and appoints Grantee as its true and lawful attorney-in-fact, with full power of substitution and resubstitution to negotiate and consummate subleases, licenses, sublicense or any other agreements for the use or occupancy of the Easement Area. Grantor ratifies and acknowledges the right of Grantee to enter into such agreements and Grantor will be bound by such agreements throughout and after any termination of this Easement and acknowledges that all such agreements entered into by Grantee shall survive any termination of this Easement. Any such sale, assignment, lease, license, conveyance, sub-easement or encumbrance shall be binding upon the successors, assigns, heirs and legal representatives of the respective parties hereto. An assignment of this Easement shall be effective upon Grantee sending written notice thereof to Grantor at Grantor's mailing address stated above and shall relieve Grantee from any further liability or obligation accruing hereunder on or after the date of the assignment. NY Cutchogue BU 806579 9 28. Partial Invalidity. If any term of this Easement is found to be void or invalid, then such invalidity shall not affect the remaining terms of this Easement, which shall continue in full force and effect: 29. Mortgages. This Easement shall be subordinate to any mortgage given by Grantor which currently encumbers Grantor's Property including the Easement Area, provided that any mortgagee holding such a mortgage shall recognize the validity of this Easement in the event of foreclosure of Grantor's interest and Grantee's rights under this Easement. In the event that the Easement Area is or shall be encumbered by such a mortgage, Grantor shall obtain and furnish to Grantee a non-disturbance agreement for each such mortgage, in recordable form. 30. Successors and Assigns. The terms of this Easement shall constitute a covenant running with the Grantor's Property for the benefit of Grantee and its successors and assigns and shall extend to and bind the heirs, personal representatives, successors and assigns of the parties hereto and upon each person having any interest therein derived through any owner thereof. Any sale, mortgage, lease or other conveyance of Grantor's Property shall be under and subject to this Easement and Grantee's rights hereunder. 31. Construction of Easement. The captions preceding the Sections of this Easement are intended only for convenience of reference and in no way define, limit or describe the scope of this Easement or the intent of any provision hereof. Whenever the singular is used, the same shall include the plural and vice versa and words of any gender shall include the other gender. As used herein, "including" shall mean "including, without limitation." This document may be executed in multiple counterparts, each of which shall be deemed a fully executed original. 32. IRS Form W-9. Grantor agrees to provide Grantee with a completed IRS Form W-9 or its equivalent (the "W-9 Form") upon execution of this Easement and at such other times as may be reasonably requested by Grantee. Grantor's failure to provide the W-9 Form within thirty (30) days after Grantee's request shall be considered a default and Grantee may take any action necessary to comply with IRS regulations including, but not limited to, withholding applicable taxes from the Installment Payments. In the event the Grantor's Property is transferred, the successor in interest to Grantor's rights under this Easement (the "Successor Grantor") shall have a duty to provide Grantee with a deed evidencing the transfer of the Grantor's Property, a completed W-9 Form signed by the Successor Grantor, and other related paperwork requested by Grantee (the "Transfer Documents") in order to effectuate a transfer in the payment of Installment Payments from Grantor to the Successor Grantor. Grantee shall have no obligation to pay Installment Payments to the Successor Grantor until Crown receives the Transfer Documents. 33. Non-Interference with Lease Agreements. Grantor acknowledges and agrees that Grantee shall have fully vested rights immediately upon the full execution of this Easement; provided, however, that this Easement shall be subject to all legal rights, title and interest of the Lessee under any Lease Agreement and the Easement Area. In the event of any conflict or interference between this Easement and any legal rights, title and interests of the Lessee in and to any Lease Agreement or the Easement Area, the terms of the applicable Lease Agreement shall control. Notwithstanding anything to the contrary contained in this Section 33, if any provisions NY Cutchogue BU 806579 10 of this Easement which, but for this Section 33, would cause Grantee, as successor lessor, to be in breach of any of the Lease Agreements or to acquire rights under any of the Lease Agreements or any part of the Easement Area in violation of the Lease Agreements, then (1) such provisions shall not take effect with respect to such Lease Agreement until the earlier to occur of (a) the scheduled expiration of the Lease Agreement, including any renewals or extensions thereof, or (b).termination of the Lease Agreement; (2) to the fullest extent permissible under the Lease Agreement without causing Grantee, as successor lessor, to violate any of the Lessees' rights, title or interests under the Lease Agreement, (x) Grantee shall serve as Grantor's manager and operator of the Lease Agreement until such time that the terms of this Easement no longer interfere with or otherwise cause Grantee to be in breach of the Lease Agreement, (y) Grantee shall have and retain all beneficial rights under the Lease Agreement and/or the Easement Area, including, but not limited to, the right to receive all rent, license fees, or other revenue under the Lease Agreement or to be derived from the Easement Area, and (z) Grantor shall provide written instructions to all subtenants, licensees and/or payors to pay all amounts due Grantor in connection with the Easement Area directly to Grantee; and (3) any provisions of this Easement which are found to conflict or interfere with Lessee's rights, title or interests under the Lease Agreement shall not affect Grantee's vested rights under this Easement with respect to any other Lease Agreement. In furtherance of the foregoing, Grantor hereby irrevocably appoints Grantee as Grantor's agent and attorney-in-fact, with full power of substitution and resubstitution (but only for such time as Grantee is acting as manager and/or operator of the Easement Area), to review, negotiate and execute on Grantor's behalf all documents and instruments relating to the Lease Agreements and to otherwise act on Grantor's behalf in connection with the Lease Agreements. 34. Grantor's Right To Terminate. If Grantee abandons the Easement Area, and it remains abandoned for a period in excess of three (3) years, Grantor may terminate this Easement only after first providing written notice to Grantee and giving Grantee the opportunity to reclaim the Easement Area within sixty (60) days of receipt of said written notice. In the event Grantee fails to reclaim the Easement Area within the sixty (60)-day period, Grantor may thereafter terminate this Easement by providing written notice of termination to Grantee. Upon termination of this Easement, this Easement shall become null and void and all of the parties shall have no further obligations to each other. Upon termination of this Easement, Grantee shall, within one hundred eighty (180) days from the date of termination of this Easement, remove its building(s), tower and all above ground property and restore the surface of the Easement Area to its original condition, reasonable wear and tear excepted. 35. Transfer of Ownership of Building. Grantor is the owner of a certain building located on the Easement Area that is more particularly shown as "Sprint BLD (Nextel)" on the survey attached hereto as Exhibit "B" ("Building"). Grantor agrees that the Building is expressly included as part of the exclusive Easement Area and Grantee shall have the exclusive right and full authority, as exercised in Grantee's sole discretion, to use, modify or remove the Building at any time during the term of this Easement, which use may include allowing third parties to use the Building pursuant to a sublease, license or other occupancy agreement(s). Grantor warrants and covenants that (i) Grantor is seized and possessed and has full ownership of the Building, including the right to authorize the use, modification or removal of the Building; (ii) the Building is free and clear of all liens, claims, encumbrances and rights of third parties of any kind NY Cutchogue BU 806579 11 whatsoever; and (iii) no third party has the current right or future ability to use, lease, option, purchase or otherwise obtain a legal or equitable interest in the Building. Grantor shall have no rights to use the Building from and after the date first above written. Grantor agrees it shall execute further assurances as may be requested by Grantee. Grantor agrees to indemnify and hold Grantee harmless against all damages asserted against or incurred by Grantee by reason of or resulting from Grantor's breach of any representation, warranty or covenant with respect to the Building or by reason of or resulting from or any negligent act or omission of Grantor with respect to the Building. In no event will Grantee be liable to Grantor for consequential, indirect, speculative or punitive damages in connection with or arising in any way from the use, modification or removal of the Building. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] NY Culchogue BU 806579 12 IN WITNESS WHEREOF, Grantor and Grantee, having read the foregoing and intending to be legally bound hereby, have executed this Grant of Easement as of the day and year first written above. GRANTOR: LAM (SEAL) Arthur V. Junge STATE OF ) COUNTY OF )ss.: On the s , day of _ Uy\f in the year 2013, before me, the undersigned, a Notary Public in and for said State, personally appeared Arthur V. Junge, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within Grant of Easement and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the Grant of Easement, the individual, or the person upon behalf of which the individual acted, executed the instrument. By: L e Print Name: -PJ Notary Public :S ln~ My Commission Expires: 0J 3ZILO . [affix notary stamp or seal) \\\\\\\\I\tltlllU//Ay/~~/~' SAW, 76 NY Cutchogue BU 806579 13 • i IN WITNESS WHEREOF, Grantor and Grantee, having read the foregoing and intending to be legally bound hereby, have executed this Grant of Easement as of the day and year first written above. GRANTEE: Crown Castle Towers 09 LLC, a Delaw limited liability company By: (SEAL) Print Name: PlA tE ttmi(. Title: ;NP STATE OF TE}CAS ) SS. COUNTY OF kAIRMIS ) On the day of 3VIX- in the year 2013 before me, the undersigned, personally appeared '$LAY ttRWk [name], personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within Grant of Easement and acknowledged to me that she/he executed the same in . her/his capacity as rye [title] of Crown Castle Towers 09 LLC, a Delaware limited liability company, and that by his/her signature on the Grant of Easement, the individual, or the person upon behalf of which the individual acted, executed the Grant offiase, vent. By: Print Name: /1 eY,,L C Title: ~D IP,Cr CW p Dl /JA~02 My Commission Expires: 3 dS 14 [affix notary stamp or seal] KELSER RONNETTE MCMILLER Notary Public, State of Texas My Commission Expires March 25, 2014 NY Cutchogue BU 806579 14 EXHIBIT A Grantor's Property The land referred to herein below is situated in the County of Suffolk, State of New York, and is described as follows: " ~CJt uno~ ~>ust l ~ul~ Beginning at a point on the northwest line of middle road (C.R. 48) 750 feet more or less southwesterly along said line from Cox'a Lane, said point being the Southeast comer of the premises herein described and the Southwest corner of other land of the party of the first part running. Thence along the Northwest line of middle Road (C.R. 48) South 25° 32' 30" West 168.17 feet to land of Harris; running Thence along said land North 60° 34' 20" West 252.68 feet to land of the Town of Southold; running Thence along said land North 23° 14' 00" East 188.15 feet to land of the party of the first part; running Thence along said land South 36° 42' 30" East 263.16 feet to the point of place of beginning. Being and intended to be the same premises conveyed to the party of the first part by deed dated 12/23/76, recorded 12/24/76 in Liber 8164, Page 422. Parcel ID #1000-096.00-01.00-019.001 This being the same property conveyed Arthur V. Jung E. from Timothy Scott Gray in a deed dated April 5, 1987 and recorded May 18, 1987 in Book 10321 Page 162. NY Cutchogue BU 806579 EXHIBIT B SURVEY The Easement Area shall include any portion of Grantor's Property on which communications facilities exist on the date of this Easement together with the portion of the Grantor's Property leased by Grantor pursuant to the Lease Agreement and the portion of the Property described as follows: [Attached Hereto] 01 t" r NY Cutchogue BU 806579 a ~ z 5, yg~Qtl "VIII sgkya0@~ y r' :]Elf 6 ~'Iff C ~ r~i~~ ~p 1 ~ ~ W+°a k ~0~ Ind 4 a ~dz a "~19!gLL ~b 11 e~ s ~s 51 ® ~ y~ C7 Nye ° ~it~ Rile s N lil \ suoUeIn2aa 4ua1Udojanap pae1 ajgeaildde ,Cue \ \ yum aauegdwoo aoj ,Caua2v JUaw1UaA09 y s ieaol e ,(q paeiainaJ uaaq IOU seq avbB \ pue AaAAnS POUT uaa a loa st dew sigy "aaaaa = ~ a °akfo'. fiR°-C Apop;; f\ e Z~'1. ~K MOb Jns^ 6 WW1222SWWW ° ~•°2(J 1yJJ,f Y.°4 SLY .°c~.~n66^on va Lp OV04, [Y~ NNNZZNZZxz ~~llo h W Wy YANJ °ry R9~~='~tl ^-,379 p Aga , j. S <ea / 7g Rid / g q ° b.vy s3,w(av / I' ,er~~, ~ LW2W2WW333W2WW O $y ' ~ .rte. , ~U ~ h` 4~\,` ~ ( ~ ~ NN NNNNNN2 N ~ d , i A m d i8b8b8bJi ~ d d~ k \ F _ NF ~ ' yl no tl QQ 6 Fj^o ` G YI ~g F 'p G 2<5 ~ gg ~11~1 ;33333 3 W 2 ~ ~ ~ C NNE R NNNNN 2222 ~~¢0 ~¢0 Q s( ~W ~99~ ~XX~P~~ yyy §93399 I J ry~ ° d I I ° WZU lit ~f i n n 51 jig A 1 f~ I C V j} ~1 € r~b C R gil oil / fir, a / fl pd ,p gg8~ Cj s Ma 82 WivT3WWW ~gvl T1 % \ jy~ ffiffiffiffiNIN2222 ~i3~nN_n3'J7 / `x o n / \ i / a wRg / C oz m % i ~ s VI ~ % tlo< g 25 n FV{y~ g q 49 .n Naasae:. a ~ 3 n< W333i T3WTW N ` \ Nn ~ ;R~ NNNNN 5222 W ~ \ iSii S` TW3WTWiWW 7399~99~ oy anSo6=,R,a \ ' p ~ZZa- R k: Nx s11011e1n8a NNNNNSSLN 3 Iuawdolanap pueJ a1geaildde ,Cue 99; 79 9 g1imooueildwoo103 CauaBeIuawuianoP 1eooi a Aq pamainw uoaq jou seq pue AoAins payiuao u lou si dew SIU EXHIBIT C Easement Area and Access Easement Page 1 of 2 TOWER EASEMENT A certain Tower Easement located West of Country Road 48 in the Town of Cutchogue, County of Suffolk, New York, containing 2578.41 square feet (0.059 acre) more or less of land. Located within land of the grantors described in Book 10321 Page 162. Said parcel is described as follows: Beginning at a Northwest Corner of a Tower Easement herein described; said point being S29°13'48"E a distance of 21.7 feet from the Northwest comer of the Parent Parcel, thence; along the bounds of said Tower Easement, along a chain link fence, the following ten (10) courses and distances; S57°43'57"E 43.78 feet to a point, thence; S35°06'07"W 17.68 feet to a point, thence; S38°55'05"W 11.93 feet to a point, thence; S32°44'09"W 10.08 feet to a point, thence; S33°30'34"W 12.53 feet to a point, thence; S32°44'59"W 17.98 feet to a point, thence; N57°10'44"W 20.44 feet to a point, thence; N32°22'31"E 17.47 feet to a point, thence; N58°25'04"W 20.67 feet to a point, thence; N32°19'36"E 52.69 feet to the point of beginning; Parcel Contains: 2578.41 square feet (0.59 acre) more or less of land 20 FOOT WIDE ACCESS EASEMENT A certain 20 foot Wide Easement located West of Country Road 48 in the Town of Cutchogue, County of Suffolk, New York, containing 4466.06 square feet (0.103 acre) more or less of land. Located within land of the grantors, described in Book 10321 Page 162 being Tax ID. 1000-096- 00-01-00-019-001 located at 21855 Country Road 48, Cutchogue, New York. Said parcel is described as follows: Beginning at a Northeast Corner of a Tower Easement, said point being S29°13'48"E 21.7 feet from the Northwest Comer of the Parent Parcel, and S57°43'57"E 43.78 feet along the northerly bounds of a Tower Easement, along a chain link fence, to the Northeast comer of said Tower Easement; thence along the northerly bounds of said 20 foot Access Easement the following two (2) courses and distances: S54050'46"E 110.10 feet to a point, thence; S58°08'59"E 91.49 feet to a point on the westerly bounds of Country Road 48, thence S25°52'32"W 20.11 feet along the westerly bounds of Country Road 48 to a point, thence; along the southerly bounds of said 20 foot wide Access Easement the following four (4) courses and distances: N58°08'59"W 94.16 feet to a point, thence;N54°50'46"W 90.81 feet to a point, thence; S35042155" W 20.00 feet to a point, thence; N53052'21"W 20.01 feet to a point on the easterly bounds of a Tower Easement, thence; along the easterly bounds of said Tower Easement, along a chain link fence, the following three (3) courses and distances:N32°44'09"E 10.08 feet to a point, thence;N38°55'05"E 11.93 feet to a point, thence; N35°06'07"E 17.68 feet to the point of beginning. Parcel Contains: 4466.06 square feet (0.103 acre) more or less of land NY Cutchogue BU 806579 EXHIBIT C Easement Area and Access Easement Page 2 of 2 UTILITY EASEMENT A certain Variable Width Utility Easement located West of Country Road 48 in the Town of Cutchogue, County of Suffolk, New York, containing 3266.13 square feet (0.075 acre) more or less of land. Located within land of the grantors, described in Book 10321 Page 162 being Tax ID. 1000-096-00-01-00-019-001 located at 21855 Country Road 48, Cutchogue, New York, Said parcel is described as follows: Beginning at a point on the westerly bounds of a Tower Easement, said point being S29'1 3'48"E 21.7 feet from the Northwest Corner of the Parent Parcel, and S32°19'36"W 44.38 feet along a chain link fence on the westerly bounds of a Tower Easement to a point, thence; along the bounds of a Variable Width Utility Easement, along a chain link fence on the westerly and southerly bounds of said Tower Easement the following four (4) courses and distances: S32°19'36"W 8.30 feet to a point, thence; S58°25'04"E 20.67 feet to a point, thence; S320223 1"W 17.47 feet to a point, thence; S57°1 0'44"E 9.53 feet to a point, thence; along the northerly bounds of said Variable width Utility Easement the following three (3) courses and distances: S11°43'07"W 72.88 feet to a point, thence; S53°16'45"E 103.34 feet to a point, thence; S68°34'11"E 102.02 feet to a point on the westerly bounds of Country Road 48, thence; S25°52'32"W 10.03 feet along the westerly bounds of Country Road 48 to a point, thence; Along the southerly and westerly bounds of said Variable Width Utility Easement the following six (6) courses and distances: N68034'11"W 102.58 feet to a point, thence; N53'1 6'45"W 111.05 feet to a point, thence; N11°43'07"E 78.39 feet to a point, thence; N26°37'11"W 30.49 feet to a point, thence; N32019'36"E 14.11 feet to a point, thence; S58°25'04"E 5.00 feet to the point of beginning. Parcel Contains: 3266.13 square feet (0.075 acre) more or less of land NY Cutchogue BU 806579 EXHIBIT D Lease Agreements [Attached Hereto) h 6 Y' NY Cutchogue BU 806579 F/ ' - "6PTION -ANQ,I ASH `AGREEMENT This -Agreement--. made this. day of Ye 1991, between.Arthur V. Junge, having ' offices at '21855 Country Road, Cutchogue, New York 11935 (hereinafter referred. 'to as--Lessor.), and New York SMSA Limited Partnership, a Delaware limited partnership.in.whtch New York Cellular Geographic Service Area, I -Qc., a subsidiary of NYNEX Mobile Communications Company,' is the General Partner, having its principal offices at 2000 Corporate Drive, Orangeburg, New York 10962 - (hereinafter referred to,aa'Tenant). OPTION AGREEMENT WHEREAS Lessor : is the owner of certain real property located at 21855 Country Road, Cutchogue, New York; and WHEREAS Tenant desires.:to obtain an option to lease a portion of said real property, for the purpose of constructing, maintaining and operating a mobile COmmunications facility, consisting of a prefabricated equipment building of approximately 312. square feet to:be installed by Tenant in the premises and one free-standing monopole-antentia'structure.approximately 100 feet in height, with a' right of way for 'access thereto, and the. installation of wires, cables and neces- airy connections between the equipment' building and the monopole, all as substan- tially shown..on Exhibits "A" and "B", attached hereto and made a part hereof. - NOW,. THEREFORE, in consideration of the sum of Five Hundred Dollars (5500.00), hereinafter referred to as the Option Money, paid by Tenant to Lessor upon. execution of this Agreement~ by both parties, Lessor grants to Tenant the option to 'lease said property, including a r-fight of way for access thereto, seven days a week, twenty-four.hours a day,.for the installation and maintenance of its < •'Kin~ Y ,.1.n`-~fi,~'d4'tat~+-n4 -a]VL ra ~"X a1pl-b „C~{` I -+1 i~ Y : ~r facility, as herein described,.'. ;for-_ the term and in accordance with the Lease Agreement and its covenants ,and,-cond'i'tions set forth therein. This option may be exercised at any time on or prior to November 15, 1991. The time during which the optioq:"may be exercised may be extended by Tenant for six months through May .15, 1992, by Tenant giving,Lessor written notice of said extension not later than October 151 1991, and the payment by Tenant to Lessor of an additional, Five Hundred Dollars (§500.00) Option, Money. If during' the option period Lessor decides to sell the subject premises or make alterations thereto, Lessor shall. immediately notify Tenant in writing so that Tenant may take steps necessary to protect Tenants interest in the property.. Any sale or alters- tion, however, shall be subject and subordinate to the terms of this Agreement. This Agreement may be sold, assigned or transferred at any time without the consent of Lessor to a partnership or corporation having a general partner or a shareholder, respectively,- which is a subsidiary or affiliate of NYNEX Mobile Communications Company.. As to other parties, this Agreement may not be sold, assigned or transferred without the written consent of Lessor, ouch consent not to be unreasonably withheld or delayed. Should Tenant fail to exercise its option within the time herein limited, all rights and privileges granted hereunder shall be deemed completely 'surrendered, this.;option terminated, and Lessor shall retain all option Money, and no additional money shall.be payable by either party to the other. Should Tenant exercise its option,-no part of any Option Money shall be applied toward the rent. Lessor shall giant Tenant,'during the option period, free ingress and egress to the -premiaes-:to conduct' engineering testsand other activities of similar nature as Tenant may deem necessary, at the sole cost of Tenant. Lessor agrees to execute a Memorandum of Agreement, to be prepared by Tenant, if . requested'by.Tenant,"which"Memorandum of Agreement may be recorded by . Tenant at Tenants expense., This Agreement -and the performance hereunder shall be governed, inter- preted, construed and regulated by the laws of the State of New York. If Tenant exercises the option, notice of such exercise shall be.given . 'y by Tenant to Lessor in 'writing by. certified mail, return receipt requested. Notice, shall be deemed effective on the date it is posted. On the first day of the month following the giving of such notice, the following Lease Agreement shall become effective. LEASE AGREEMENT This Agreement, made between Arthur V. Junge, having offices at 21855 Country Road, Cutchogue, New York. 1.1935 (hereinafter referred to as Lessor), and New York SMSA Limited Partnership, a Delaware limited partnership in which New York Cellular Geographic Service Area, Inc., a subsidiary of NYNEX Mobile . Communications Company, is the General Partner, having its principal offices at 2,000 Corporate Drive, Orangeburg*", New York 10962 (hereinafter referred to as Tenant). WITNESSETH, 1, Lessor hereby leases. to.Tenant that certain interior space and a parcel of property located at premises designated 21855 Country Road, Cutchogue, New York, with a right of.way for access thereto, seven days a week, twenty-four hours a day, all as substantially shown on Exhibits "A" and "B", attached hereto and made a part hereof. 2. This. Lease Agreement .:.shall be.for an initial term of five years, beginning on the first day of:the month following Tenant's giving of notice to Lessor of.its exercise .of:,the option to lease these premises (hereinafter referred r. - I \ 1 to as the Commencement Date) at an annual rental of Twenty-Four Thousand Dollars ($24,000.00), to be paid in equal monthly installments of Two Thousand Dollars ($2,000.00) 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 days in advance.of any rental payment date. While Tenant intends.to make each payment due hereunder on or before its due date, in. the event Tenant fails to make a payment within ten days after its due date Lessor will give Tenant written notice of such nonpayment and Tenant will immediately make such payment. _ No action may be maintained by Lessor against' Tenant for such nonpayment unless Tenant has failed to make payment within ten' days after receipt of. such written notice from Lessor. 3. Tenant shall' have the option to extend this lease for three addi- tional five year terms by giving the Lessor written notice of its intention to do so at least six months prior to tha end of the then current lease term, 4., The annual rental for each year of the first five year.extensfon term shall' be Thirty Thousand Dollars ($30,000.00) payable in equal monthly installments of Two Thousand Five Hundred Dollars ($2,500.00) on the first day of each month; the annual rental for each year of the second five year extension term shall be Thirty-Seven Thousand Five Hundred Dollars ($37,500.00) payable in equal monthly installments of,Three Thousand..One Hundred Twenty-Five Dollars ($3,125.00) on the first day of each month; and the annual rental for each year of the third five year extension' term shall be 'Forty-Six Thousand Eight Hundred Seventy-Five Dollars ($46,875.00) payable in equal monthly installments of Three Thousand Nine Hundred Six-Dollars Twenty-Five Cents ($3,906.25) on the first day of-each month. 5. If at the end of the third five year extension term this Lease Agreement has not been terminated by either party by giving to the other written notice of an intention, to. terminate it at least six months prior to the end of 'SfEdSa..J such term, this Lease Agreement.*shall continue in force upon the same terms and conditions for a further.term of one year and for annual terms thereafter until terminated' by either party by giving to the other written notice of its intention to so terminate at least six months prior to the end of such term. Monthly rental for this period shall be equal to the rent paid for the last month of the third five year extension term. 6. Tenant intends to use the premises for the purpose of constructing, maintaining. and operating a mobile communications facility and uses incidental thereto, consisting of a' prefabricated equipment building to be installed by Tenant in Lessor's building, and one free-standing monopole antenna structure approximately 100 feet in height, and all necessary connecting appurtenances, all as aforesaid. A security fence consisting of chain link or comparable construe- tion may be placed on the property if deemed necessary or advisable by Tenant. Tenant may install' electrical, air conditioning, sprinkler and other systems and meters as may be.necessary to maintain its equipment, and all costs of services for same shall be borne by Tenant. All improvements shall be at Tenant's expense. Tenant will maintain the property in a reasonable condition. 7. Lessor acknowledges that Tenant's ability to use the premises is contingent upon its obtaining, :either before or after the Commencement Date of this Lease Agreement,, all of the;-certificates, permits, licenses and other ap- provals that may be required by any federal, state and local authorities. Lessor shall cooperate with Tenant in its efforts to obtain such approvals and shall take no action which would adversely affect the status.of the premises with respect to the proposed use, thereof by Tenant. In the event that Tenant de- termines; in its sole judgment,-that it will be unable to'obtain all necessary governmental approvals, or if any of'such applications should be rejected or any certificate, permit,- license. or approval issued to Tenant is subsequently can- -5- rc .i ~+.x rY;7. T.cy',. .•ri n .f a.'<,.' + - t:¢.,,.*r+.-_. m Mme':' 1 .1 I I I II I~~,I }I I ~ celled, expires, lapses or is otherwise withdrawn or terminated by governmental authority so that Tenant; in its. exercise of reasonable judgment determines that it will be unable to use the premises for, its intended purposes, Tenant shall have the right to terminate this Lease Agreement. Notice of Tenant'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 mailing of such notice by Tenant (the Termination. Date). All rentals paid to the Termination Date shall be re- tained by Lessor, but all rentals allocable on a pro rata basis to the period subsequent to the Termination Data shall be refunded to Tenant. Upon such termination this Lease Agreement shall become null and void and the parties shall have no further obligation, including the payment of money, to each other, except for Tenant's obligation pursuant to Paragraph 11 hereof. . 8. Tenant, shall indemnify and hold Lessor harmless against any claim of liability, or. loss for personal injury or property damage resulting from or arising out of the use and occupancy of the premises by Tenant, its servants or agents, excepting, however, such claims or damages as may be due to or caused by the acts of Lessor, its employees or agents. 9. Tenant shall provide Lessor with a certificate of insurance issued by a reputable.insurance company licensed to do business in the State of New York indicating comprehensive general -liability insurance in the amount of $1 million for bodily injury and $1 million for property damage, and in which Lessor is named as an additional insured with respect to the leased premises. Tenant will provide Lessor with a renewal certificate when requested by Lessor. 10. Provided Tenant is not in default hereunder and shall have paid all rents and sums due and payable to Lessor by Tenant, Tenant shall have the right to terminate this Lease' Agreement upon the annual anniversary of the Commencement Date of this Lease Agreement;' provided that six months prior written notice is r6 . given to Lessor. 11. Tenant, upon..,termination of this Lease Agreement, shall, within a reasonable period, remove its,equipment building'; personal property, equipment, - monopole antenna, 'security fence (if any), connections and other fixtures and restore the premises to its original condition, reasonable wear and tear excepted. 12. Should Lessor, at any time during the term of this Lease Agreement, decide to sell the leased premises or make alterations thereto which may adversely affect Tenant's operation of its mobile communications facility, Lessor shall immediately notify Tenant in writing. Any sale or alteration, however, shall be subject and subordinate to the terms of this Lease Agreement and Tenant's rights hereunder, and Lessor shall do nothing which would interfere with the use of the premises by Tenant in connection with its mobile communications operations. 13. Lessor, covenants that;Tenant, on paying the rent and performing the covenants, shall peaceably,and quietly have, hold and enjoy the leased premises. 14. Lessor warrants and covenants that Lessor is seized of good and sufficient title and interest to the-subject premises and has full authority to . enter into and execute this Lease Agreement, and that there are no liens, judg- ments or impediments of title which would adversely affect this Lease Agreement. Any breach of these warranties and.covenante which preclude Tenant's use of said premises for its intended purpose shall entitle Tenant to terminate this Lease Agreement and receive back all monies paid hereunder. 15. In the event Tenant fails to comply with any of the provisions of. this Lease Agreement.or to perform any of its obligations hereunder, including the payment of rent, Lessor shall give,Tenant written notice of such breach or non- payment of rent, and Tenant shall have ten days after receipt of such written notice from Lessor to cure such default. No action may be maintained by Lessor against Tenant for, such breach unless Tenant has failed to cure same within ten ,M . • 4 days_aftor receipt of..auch':written~.7Totice." 16. This Lease, Agreement contains all the agreements, promises and j understandings between Lessor and :Tenant; and no oral agreements, promises or understandings shall be binding upon either Lessor or Tenant in any dispute, controversy or proceeding at,law.' Any addition, variation or modification of this Lease Agreement shall be void and ineffective unless made in a writing signed by I the parties. 17; This Lease ";Agreement and the performance thereunder shall be governed, interpreted,' construed and regulated by the laws of the State of New York. 18. This Lease. Agreement may be sold, assigned or transferred at any time without the consent of Lessor ..-to a partnership or corporation having a general partner or a shareholder, respectively, which is a subsidiary or affiliate of NYNER Mobile Communications Company. As to other parties, this Lease Agreement may not be sold, assigned or transferred without the written consent of Lessor, such consent not to be unreasonably withheld or delayed. 19. All notices hereunder -must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested, addressed as follows (or any other address-that the party to be nptified may have designated to the sender by like notice): Tenant: New York SMSA Limited Partnership 2000 Corporate Drive Orangeburg, New York 10962 Attn: Manager -.Real Estate Copy to: Joseph A. Hallock, Esq. Hallock b Amann 175.Fairfield Avenue, Suite 1A West Caldwell,.New jersey 07006 Lessor: Mr. Arthur V. Junge 21855 Country Road Cutchogue, New York 11935 20.. This., Lease `Agreement shall" inure to the benefit of and bind the 'heir-s, personal representatives, succeasors and assigns of the parties hereto. 21. At..Lessor'soptigp,.rhis Lease Agreement shall be subordinated to any future- mortgage'~mede „by'Leasor-,which from time to time may encumber all or ' part of lessor's property. `of~ whidh.,the leased premises are a part; provided, however, every such .mortgage'shall'recognize the validity of this Lease Agreement .dn' the event. of a : foreclosure of-Lessora interest and also Tenant's right to remain in occupancy of and have access-to the 'leased premises.as long as Tenant is not in default under this. Lease Agreement.' Tenant shall execute whatever instru- ments may reasonably be iequired't'Deyidence this subordination provision: - -i In the event the leased premises are presently encumbered by a mortgage; Lessor will obtain and furnish to Tenant a non-disturbance instrument for each such mortgage in recordable form,. 22.. Lessor agrees.. to execute a Memorandum of Agreement to be prepared . by Tenant, if requested by Tenant; which Memorandum of Agreement may be recorded by Tenant at Tenant's exeense:' IN WITNESS WHEREOF, the parties hereto have set their hands and affixed . their respective seals the day and year first above written. Witness: Lessor: Arthur V. Junge Date: 6.3 1991 Witness: Tenant: New York SMSA Limited : Partnership r ,(}~~J By:;y,ll . Noreen A. Con3oFrr Viice Pre@ i4t New York Celfufh-rA ;eggrapl§f o ~ c Service Area;;' General Parti)¢1-' .r== . . ^ ' _ Hate: rrMIM X ACK146WPDGEMENT STATE OF NEW .YORK ` SS COUNTY OF On the 3/14!'day of , 1991,. before me came Arthur V. Junge, to me sworn did acknowledge that he'ie the person named in the known, who being duly within document., and-that he executed said document as his voluntary act and deed for the uses set forth.-therein... SUSANJ.NAOY Notary PuMe, State of Now YWk No, 18987n ' 'CtttBfied hi SUM County Commbion E*0 Nay 28;19$3 00 STATE OF NEW YORK : SS COUNTY OF ROCKLAND : On the 3 /*"djay of , 1991, before me came Noreen A. Conlon, to me known, whom -being duly.sworn, did acknowledge that she is Vice President of New York Cellular Geographic Service Area, Inc., General Partner, described in and which executed the foregoing Instrument; that the seal of the corporation is affixed hereto; and that.this document was signed and made by the corporation as its voluntary act and deed by virtue of authority from its Board of Directors. KATHM01 MM NOTARY h AL "EXHIBIT A Monopole . Fenced Area Equipment ' x 26' Prefab Shelter i ' PARKING AREA i i t j i JUNGE MECHANI lAL CORPORATION HEADQOARTERS.. ,f I FROM f ARCEL SOUND VENUE. (.EXHIBIT. B) ALP 9212 TX . r a~ o 100 ft Monopole - ~II Not 'co Scale I~ w t" ~ ' ia3'A.J"'~"- cnn~s ~ ixy •i..:. .rr~ - -ec . 's s i• -?ir n;.-r..-irru- _ _ m ~ C;':s:.~:e.sL•n-~,Y~~h•t~.~.fi.~e„x;~~~^-•wr~.+~.~.,•>~r- BU# 906519 AMENDMENT TO LEASE AGREEMENT THIS AMENDMENT TO LEASE AGREEMENT is made and entered into as of the date set forth below, by and between ARTHUR V. LUNGE, an individual having an address at PO Box 299, Orient, New York 11957 ("Lessor"), and CROWN ATLANTIC COMPANY LLC, a Delaware corporation, having an address of 2000 Corporate Drive, Canonsburg, Pennsylvania 15317 ("Lessee"). RECITALS WHEREAS, the Lessor entered into a lease agreement with New York SMSA Limited Partnership, a Delaware limited partnership, having an address at 2000 Corporate Drive, Orangeburg, New York 10962 dated June 3, 1991 (the "Lease"), which was commenced on May 1, 1992; and WHEREAS, such Lease was assigned by New York SMSA Limited Partnership to the Lessee in an Assignment Agreement dated March 31, 1999, which was recorded on December 2, 1999 with the Suffolk County Clerk's Office at Liber 12004 at Page 499; and WHEREAS, Lessor and Lessee desire to amend the terms of the Lease as described herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee agree as follows: 1. Defined Terms. Any capitalized terms not defined herein shall have the meanings ascribed to them in the Lease. 2. Deleted and Reolaced Section or Sentence. Section 3 of the Lease is hereby deleted and replaced with the following: "Tenant shall have the option to extend this lease for eight additional five year terms by giving the Lessor written notice of its BUN 806579 intention to do so at least six months prior to the end of the then current lease term." 3. Section 4 of the Lease shall be amended by adding the following at the end of the last sentence: the annual rental for each year of the fourth five year extension term shall be Fifty-Eight Thousand Five Hundred Ninety Three and 75/100 Dollars ($58,593.75) payable in equal monthly installments of Four Thousand Eight Hundred Eighty-Two and 81/100 Dollars ($4,882.81) on the first day of each month; the annual rental for each year of the fifth five year extension term shall be Seventy-Three Thousand Two Hundred Forty-Two and 19/100 Dollars ($73,242.19) payable in equal monthly installments of Six Thousand One Hundred Three and 521100 Dollars ($6,103.52) on the first day of each month; the annual rental for each year of the sixth five year extension term shall be Ninety-One Thousand Five Hundred Fifty-Two and 74/100 Dollars ($91,552.74) payable in equal monthly installments of Seven Thousand. Six Hundred Twenty-Nine and 39/100 Dollars ($7,629.39) on the first day of each month; the annual rent for each year of the seventh five year extension term shall be One Hundred Fourteen Thousand Four Hundred Forty and 93/100 Dollars ($114,440.93) payable in equal monthly installments of Nine Thousand Five Hundred Thirty-Six and 74/100 Dollars ($9,536.74) on the first day of each month; and the annual rental for each year of the eighth five year extension term shall be One Hundred Forty Three Thousand Fifty One and 161100 Dollars ($143,051.16) payable in equal monthly installments of Eleven Thousand Nine Hundred Twenty and 93/100 Dollars ($11,920.93) on the first day of each month." 4. Section 5 of the Lease is hereby deleted and replaced with the following: If at the end of the eighth five year extension term this Lease Agreement has not been terminated by either party by giving to the other written notice of an intention to terminate it at least six months prior to the end of such term, the Lease Agreement shall continue in force upon the same terms and conditions for a further term of one year and for annual terms thereafter until terminated by either party by giving to the other written notice of its intention to so terminate at least six months prior to the end of such term. Monthly rental for this period shall be equal to the rent paid for the last month of the eighth five year extension term. 2 FACrown PIMCrown-Cumhogue\Orsl amendment to kue.doc BUN 806579 5. All other terns and conditions of the Lease shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have executed this agreement as of this _ day of o h r 2 2005. O V Arthur V. Junge CROWN T NTICCOMPAN LLC By. N e: ttle: Area President STATE OF ) )ss.: COUNTY OF t~ iALn1Il ) On the day of in the year 2005 before me, the undersigned, a Notary Public in and for said Sta&, per nally appeared Arthur V. Junge, personally known to me or ~pto me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument) Nota& Public, State of New York CYNTHIA M. MANWARING NOTARY PUBLIC, STATE OF NEW YORK NO:01 MA6100507 QUALIFIED IN SUFFOLK COUNTY COMMISSION EXPIRES OCT. 20 lL 3 FACrom PEMm=-Cutcho8uclfim1 amendment to lewc.doc 0 " BUk 806579 STATE OF ) )ss.: COUNTY OF N~Mnj ) On the ID day of to the y2003 before me, the undersigned, a Notary Public in and for said State, pers6nally appeared YYY~1rk ACVSQmnu~ . personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the 7ent. Notary Pub tc, State of New York ROBERTA FAHD Notary Publlo, state of New York No.OIFA6064399 Cusittled In Albany County Commission Expires September 24, 20 Q 4 F:1Cmm PEP\Crow -Cutchogue W ancndment to Imcdoc BUN 806579 MEMORANDUM OF LEASE AGRULIENT AND AMENDMENT To LEASE AGREEMENT KNOW ALL PERSONS BY THESE PRESENTS that Landlord and Tenant are parties to that certain Lease dated June 3, 1991 (the "Lease"). The Lease was assigned to Crown Atlantic Company LLC by an Assignment Agreement dated March 31, 1999, a memorandum of which was recorded with the Suffolk County Clerk's office on December 2 1999 at Liber 12004 at Page 499. The parties entered into an amendment to the Lease dated I tA / 2005. Name and Address of Arthur V. Junge Landlord: P.O. Box 299 Orient, New York 11957 Name and Address of Crown Atlantic Company LLC Tenant: 2000 Corporate Drive Canonsburg, Pennsylvania 15317 Leased Premises: The real property leased by Landlord to Tenant is a parcel of property located at premises designated 21855 Country Road, Town of Southold, State of New York, as more particularly described in Exhibit "A" attached to this Memorandum of Lease Agreement and Amendment to Lease Agreement and incorporated hereby by reference, together with a right-of-way for access thereto, seven days a week, twenty- four hours a day. Initial Lease Term: The initial term of five (5) years began on May 1, 1992 and expired on April 30, 1997. It was renewed for two (2) additional five (5) year periods with an expiration date of April 30, 2007. Expiration Date: If not otherwise extended or renewed, the Lease would have expired on April 30, 1997. It has been extended. Rights to Extend or Renew: Pursuant to the Lease and amendments, Tenant has the right to extend/renew the Lease as follows: eight (8) additional options to extend the Initial Term for periods of five (5) years each (the "Option Terms") and additional extension terms of one (1) year each that may extend the term of the Lease until one party shall give six (6) • • I l BUN 906579 months written notice to the other of its intention to terminate the Lease. If the Tenant exercises all the Option Terms, the final expiration of the Lease Will occur on April 30, 2037 unless extended year to year thereafter. Option to Purchase: No. Right of First Refusal: No. This Memorandum of Lease Agreement and Amendment to Lease Agreement will be , recorded in the applicable land records and is intended to provide notice to third parties of the Lease and any and all amendments thereto. The Lease and any and all amendments thereto contain terms and conditions in addition to those set forth in this Memorandum of Lease ' Agreement and Amendment to Lease Agreement. This Memorandum of Lease Agreement and. Amendment to Lease Agreement is not intended to amend or modify the terms and conditions of the Lease or of any amendments thereto. To the extent that the terms and conditions of this Memorandum of Lease Agreement and Amendment to Lease Agreement differ from the terms and conditions of the Lease and/or any amendments thereto, the terms and conditions of the ; Lease and/or any amendments thereto shall govern and prevail. Capitalized terns not otherwise ; defined herein shall have the meaning defined in the Lease and/or any amendments thereto. A . copy of the Lease and any amendments thereto is kept at Tenant's place of business, at the address noted above. IN WITNESS WHEREOF, this Memorandum of Lease Agreement and Amendment to Lease Agreement this day of o 7 2005. 4A.4 99 Arthur V.Junge CROWN ANTI COMPANY LL By: N e: emian T' e: klerd 2 SCHEDULE Q ALL that certain plot, piece or parcel of land with the building and bnprovements thereon erected, situate, 'lying and being at Cutchogue, Town of Southold, County of Suffolk and State of New York, being more particularly bounded and described as follows: ' BEGINNING at a point on the northwasl line of Middle Road (C.R. 46) 750 feet more or less southwesterly along seta line from Cox's Lane said point being the southeast comer of the premises herein described and ' the southwest comer bf other land of the parry of the first pan; RUNNING THENCE along the Northwest One of Middle Road (C.R, 46) south 25 degrees 52 minutes 30 seconds west, %&V feet to land of Hams; RUNNING THENCE Wong said land north 60 degrees 54 mIn}rles'20 seconds west, 252.66 feet to land of the Town of Southold; RUNNING THENCE along said land north 23 degrees 14 minutes 00 seconds eas1,166.15 feet to land of the party of the first W; RUNNING THENCE along said land south 56 degrees 42 minutes 20 seconds east, 263.16 feet to the point or place of BEGINNING.. Dist 7000 see: Mix Block: 01.00 Lot; 019.007 SITE LEASE WITH OPTION 1 THIS SITE LEASE WITH OPTION (this "Lease") is by pad between Arthur Junge' . ("Landlord") and Omnipoint / Facilities Network 2, LLC, By., Ontrupoint Communications, Inc., its Agent, a Limited Liability Corporation("Tenant").• L Option to Lease. (a) Io consideration of the payment of five hundred and no/100 dollars ($500.00) (the "Option Fee') by Tenant to Landlord, Landlord hereby grant to Tenant an option to lease the use of a portion of the real property described in the attached Exhibit (the "Property), on the terms and conditions set forth harrin (the "Option'). The Option shall be for an Initial term of twelve (12) months, commencing on the, Effective Date (as defined below)-(the "Option Period"). The Option Period maybe extended by Tenant for an additional twelve (12) months upon written notice to Landlord and payment of the sum of five hundred and no/100 dollars ($500.00) ("Additional Option Fee") at any time prior to the end of the Option Period. (b) During the Option Period and any extension thereof, and during the term of this Lease, Landlord agrees to cooperate with Tenant in obtaining, at Tenant's expense, all licenses and permits or authorizations required for Tenant's use of the Promises (as defined below) from all applicable government and/or regulatory entities (including, without limitation, zoning and 'land can authorities, and the Federal Communication Commission ("FCC') ("Governmental Approvals"), including appointing Tenant as agent ibr all land use and zoning permit applications, and Landlord agrees to cooperate with and to allow Tenant, at no war to Landlord, to obtain a title report, zoning approvals and variances, land-use permits, and Landlord expressly grants to Tenant a right of access tothe Property to perform surveys, soils taste, and other engineering procedures or environmental Investigations on the Property necessary to determine that Tenant's use of the Premises will' be Compatible with Tenant's mglneering specifications, system design, operations and Governmental Approvals. Notwithstanding the foregoing, Tenant may not change the zoning classification of the Property without first obtaining•Landlord's written Consent. During the Option Period and any extension thereof, Landlord agrees that it will not interfere with Tenant's eilbrts to secure other licenses and pennits or .authorizations that relate to other property. During the.Option Period and any extension thereof, Tenant may exercise the Option by an notifying Landlord in writing, at Landlord's addroai in accordance with Section 12 hereof, (c) If Tenant exercises the Option, then, subject to the following tans and conditions, Landlord hereby leases to Tenant the use of that portion of the Property sufficient for placement of the Antenna Facilities (as defined below), together with . all necessary space and Casements. for access and utilities, as generally described and depicted in the attached $ahtbit B (Collectively referred to hereinafter as the "Premises'). The Premises, located st 21855 CR48, Cutchouge, NY 11915, comprises approximately 200 squaie feet. L I. The initial term of this Leese shell be-fivo (5) years commencing on the date of the exercise of the Option (the "Commencement Date'), and terminating at midnight on the last day of the Initial term (the "Initial Term'). 3. Permitted Use. The Premises may be used by Tenant for the transmission and reception of radio communication signals and for the Construction, installation, operation, maintenance, repair, removal or replacement of related facilities, tower and bass, antemes, microwave dishes, equipment shelom and/or cabinets and related activities. 4. Tenant shall pay Landiord, as rent, one thousand and nof100 dollsra (51,000.00) psi month('Rcnt'). Rent snail be psyabte ty (20) days following the Commencement Date prorated for tise remainder of the month In which the Commencement Date thereafter Rent will be payable monthly in advance by the fifth day of each month to ilia jynge at Landlord's address apanifi on 1122 below. If this Lease is terminated at a time other than on the lest day of e month, Rent shell he prorated as of the date o 'nation for shy reason (other than a default by Tenant) and all prepaid Rcpt shall be f rmudlately refunded to Tenant 5. Renewal. Tenant shall have the right to extend this Lease or additional, five-year terms (each a "Renewal Term"). Each Renewal Toter shall be on the same terms and conditions as set forth except that Rent shell be increased by . three percent (3°h) of the Rent paid over the preceding term This Lease shall antomatlca "r or each eucceadve Renewpl Tam unless Tenant notifies Landlord, in writing, of Tenant's intention not to renew this Lease, at Ices 60) days prior to the expiration of the Initial Term or any Renewal Term. If Tenant shall remain in possession of the Premises at 'Lion of this Lease or any Renewal Term without a wntten agreement, such tenancy shag he deemed a month-to-month tweney on s same terms and conditions of this Lease. 6. Interfemnc . Tenant shall not use the Promises in any way which interferes with the use of the Property by Landlord, or lessees or licensees of Landlord with rights in the Property prior in time to Tenant's (subject to Tem arm rights undo this Lease, Including, without limitation, non-interference). Sindlarly, Landlord shall not use, nor shall Landlord permit its lessees, licensees, employees, invitees or agents to use, any portion of the Property in any way which interferes with the operations of Tenant Such Interference shall be deemed a material breach by the interfering party, who shall, upon written 81te Nembm: M-1e•e44A I Yerdoa 142-01 Sip Nue°: Cuteh"up 1 MYYGC NYaTA .a notice from the other, be responsible for terminating said interference. In the event-any such interference does not cease promptly, the parties acknowledge that continuing interference nay cause irreparable injury and therefore, the injured party shall have the right, in addition to any other rights that it may have at law or in equity; to bring a court action to enjoin such interference or to terminate this Lease irattediately upon written notice. 7. Movements: Utilities: Access, (a) Tenant shall have the right, at its expense, to erect end maintain on the Premises improvements, personal property and facilities necessary to operate its communications system, including, without limitation, radio transmitting and receiving antennas, microwave dishes, tower and base, equipment shelters and/or cabinets and related cables and utility lines and a location based system, including, without limitation, antenna(s), coaxial cable, base units and other associated equipment (collectively, the "Antetma Facilities'), as such location based system may be required by any county , state or federal agency/deparmmnt. Tenant shall have the right to alter, replace, expand, enhance and upgrade the Antenna Facilities at any time during the term of this Least Tenant shall cause all construction to occur lien-free and in compliance with all applicable Iaws and ordinances. Landlord acknowledges that it shall not interfere with any aspects of construction, including, without limitation, attempting to direct consiruction personnel as to the location of or method of installation of the Antenna Facilities and the Basements (as defined below) ("Construction Interfercnce'~. Landlord farther acknowledges that it will be responsible for any costs and damages (including, fines and penalties) that an directly attributable to Landlord's Construction Interference. The Antenna Facilities shall remain the exclusive property of Tenant. Tenant shall have the right to remove the Antenna Facilities at any time during and upon the expiration or termination of this Least ' (b)' Tenant, at its expense, may use any and all appropriate means of restricting access. to the Antenna Facilities, including, without limitation, the construction of a fence. - (c) Tenant shall, at Taunt's expense, keep and maintain the Antenna Facilities now or hereafter located on the Property in commercially reasonable condition and repair during the term of this Lease, normal wear and tear and casualty excepted. Upon termination or expiration of this Lease, the Premises shall be returned to Landlord in good, usable condition, normal wear and tear and casualty excepted. ' (d) Tenant shall have the right to install utilities, at Tenant's expense, and to improve the present utilities on the Property (Including, but not limited to, the installation of emergency power generators). Landlord agrees to use reasonable efibrts in assisting Tenant to acquire necessary utility service. Tenant shall, wherever practicable, install sepanoa meters for utilities used on the Property by Tenant. Landlord shall diligently correct any variation, intCrta ption or failure of utility Service (e) As partial consideration for Rent paid under this Lean, Landlord hereby grunts Tenant an easement in, under and across the Property for ingress, egress, utilities and access (including access for the purposes described in Section 1) to the Premises adequate to install and maintain utilities, which include, but am not limited to, the installation of power and telephone service cable, and to service the Premises and the Antenna Facilities at an times during the Initial .Term, of this Leese and any Renewal Tcrm (collectively, the "Basements"). The Basements provided hereunder shall have the same term as this Lease. (q Tenant shall have 24-hours-a-day, 7-days-a-week access to the Premises ("Access") at all times during the Initial Term of this Lease and any Renewal Tenn. In the event Landlord,•its-lmployees or agents impede or deny Access to Tment, its employees or agents, Tenant shall, without waiving any other rights that it may have at law or in equity, deduct from Rent amount due'under this Lease an amount equal to five hundred and no/100 dollars (S500.00) per day for mob day that Access is impeded or denied. 8. Termination. Bxcept as otherwise provided heroin, this Lease may be terminated, without any penalty or farther liability as follows: (a) upon thviy (30) days' written notice by Landlord if Tenant fails to cure a default for payment of amoants.due under this Lease within that thirty (30) day period; (b) immediately if Tenant notMes Landlord of unacceptable results of any title report, environmental or soil tests prior to Tenant's installation of the Antenna Facilities on the Premises, or 1f Tenant is unable to obtain, maintain, or otherwise forfeits or ceneels any license (including, without limitation, an FCC license), permit or any Governmental Approve] necessary to the installation and/or operation of the Antenna Facilities or Tenant's business; _ (e) upon ninety (90) days' written notice by Tenant if the Property or the Antenna Facilities am, or become unacceptable under Tenant's design or engineering specifications for its Antenna Facilities or the communications system to which the Antenna Facilities belong; ' (d) immediately upon written notice by Tenant if the Premises or the Antenna Facilities are destroyed or damaged so as in Tenants reasonable judgment to substantially and adversely affect the effective use of the Antenna Facilities. In such event, Sim Nmonben Li-13.514A 2 Veda. 10-2-Di Sae Name: Cumbause i McAae NYBTA i . . e ,o all rights and obligations of the parties shall cease as of the date of the damage or destruction, and Tenant shall be entitled to the reimbursement of any Rent prepaid by Tenant If Tenant elects to continue this Lease, then all Rent shall abate until the Premises and/or the Antetma Facilities are restored to the condition existing immediately prior to ouch damage or destruction; or (e) at the time title to the Property transfers to a condemning authority, pursuant to a taking of all or a portion of the Property sufficlent in Tenant's determination to render the Premises unsuitable for Tenant's use. Landlord and Tenant sball each be entitled to pursue their own separate awards with respect to such taking. Sale of all or part of the Property to a purchaser with the power of eminent domain in the face of the exercise of the power shall be treated 00- a taking by condemnation. 9. Default and Right to Cure. Notwithstanding anything contained herein to the contrary and without waiving any other rights granted to it at law or in equity, each parry shall have the right, but not the obligation, to terminate this Lease on written notice pursuant to Section 12 hereof, to take effect immediately, if the other party (i) thils to perform any covenant for a period of thirty (30) days after receipt of written notice thereof to cum or (i) eomrrdta a material breach of this Lease and fails to diligently pursue such cure to its completion after sixty (60) days' written notice to the defaulting party, 10, IM. Landlord shall pay when due all real property taxes for the Property, Including the Premises. . In the event that Landlord fails to pay any such real property taxes or'other fees and assesaments, Tenant shall have the right, but not the obligation, to pay such owed amounts and doductthem from Rent amounts due under this Lease. Notwithstanding the foregoing., Tenant shag pay any personal property tax, real property tax of any other tax or fee which an directly attributable to the presence or installation of the Ternmes Antenna Facilities, only for w long as this Lease has not expired of its own temps or is not ! terminated by either party. Landlord hereby grants to Tenant the right to challenge, whether in a Court, Administrative Proceeding, or other venue, on behalf of landlord and/or Tenant, any personal property or real property tax assessments that may effect Tenant. If Landlord receives notice of any personal property of real property tax assessment against the Landlord, Which may affect Tenant and is directly attributable to Tenant's installation, Landlord shall provide timely notice of the assessment to 'tenant sufficient to allow Tenant to-consent to or challenge such assessment Further, Landlord shall provide to Tenarit any and all documentation associated with the assessment and shan, execute any and all documents reasonably necessary to effoctuate the intent of this Section 10. 11. Insurance and Subrogation and Indemnification. (a) Tenant shall provide Commercial General Liability Insurance in an aggregate nmoeat of One Million and no/100 dollars ($1,000,000.00). Tenant may satisfy this requirement by obtaining the appropriate endorsement to any master policy of liability insurance Tenant may maintain. (b) Landlord and Tenant hereby mutually release each other (and their successors or assigns) tram liability and waive all right ofmcovery against the other for any loss or damage covered by their respective first party property insurance policies for all perils Insured thereunder. In the event of such insured loss, neither partys insurance company shall have a subrogated claim against the other. To the extent lose or damage is not covered by their first party property insurance policies, Landlord and Tenant each agree to indemnify and hold harmless the other party from ad against any and all claims, damages, cost and expenses, including reasonable attorney fees, to the extent caused by or arising out of (a) the negligent sots or omissions or willNl misconduct in the operations or activities on the property by the.indemnitying party or the employees, agents, connector; licensees, tenants and/or subtenants of the indemnifying party, or (b) a breach of any obligation of the indemnifying party under this Lease. Notwithstanding the foregoing, this indemnification shall not extend to indirect, special, incidental or consequential damages, including, without limitation, loss of profits, income or business opportunities to the indenified party or anyone claiming tlvough.thb indemnified party. The indemnifying party'e obligations under this section = contingent upon (I)-Its receiving prompt written notice of any event giving rise to an obligation to indemnifying the other parry and (h) the indemnified I party's granting it the right to control the defense and settlement of the same. Notwithstanding anything to the contrary in this Leese, the parties hereby confirm that the provisions of this section shall survive the expiration or termination of this Lease. Tenant shall not be meponalble to Landlord, or any third-party, for any ciains, costs or damages (including, fines and penalties) attributable to any pro-exieting violations of applicable wdes, statutes or other regulations governing the Property, including the Premises. 12. Notices, All notices, requests, demands and other 'communications shall be in writing and am effective three (3) days after deposit in the U.S. mail, certified and postage paid, or upon receipt if personally delivered or sent by next-business-day delivery via a nationally recognized overnight courier to the addresses set forth below. Landlord or Tenant may from time to time designate nay other address for this purpose by providing written notice to the other party. i Sim Nm16er. LI.13-544-A 3 vwea 10-2-01 Slur Nanm: . Cammuse ..I Maaat . NYRTA ' e If to Tenant, to: With a cony to: Voicestream Wireless Corporation Onnipoint Facilities Network 2, LLC, By: Onmdpoint 12920 SE 38a Street Communications, Inc., its Agent Bellevue, WA 98006 360 NawarkkPompton Turnpike Attn: PCS Lease Administrator Wayne; NJ 07470 With a copy to: Attn: Legal Dept. Attn: Lane Administration Manager . If to Landlord, to: With a copy to: Arthur Junge' . 513 5th Street Orempoint, NY 11944' 13. Quiet Enjoyment. Title and Authority. Landlord covenants and warrants to Tenant that (i) Landlord has full right, power and authority to execute this Lease; (fi) it has good and unencumbered title to the Property free and clear of.my liens or mortgages, except those disclosed to Tenant and which will not interfere with Tenant's rights to or use of the Promisee; and (ii() execution and performance of this Lease will not violate any laws, ordinances, covenants, or the provisions of any mortgage, lease, or other agreement binding on Landlord. Landlord covenants that at all tines during the term of this Lease, Tenant's quiet 'eNoyment of the Premises or any part thereof shall of be disturbed w long as Tenant is not in default beyond any applicable grace or cure period. 14. Monmeatal Lem. Landlord represents that it has no knowledge of any substance, chemical or waste (collectively, "Hazardoui Substance') on the Property that is identified as hazardous, toxic or dangemus in say applicable federal, state or local law or regulation. Landlord and Tenant shall not introduce or use any Hazardous Substance on the Property in violation of any applicable law. Landlord shall be responsible for, and shall promptly conduct any investigation and ranedistion as required by any applicable envirodmentsl lam, all spills or other releases of any Hazardous Substance not caused solely by Tenant, that have occurred or which may occur on the Property. Bach party agrees to defend, indemnify and hold harmless the other from and against any and all administrative and judicial actions and rulinga, claims, causes of action, demands and liability (collectively, "Claims") including, but not limited to, damages, costs, expenses, assessmente, penalties, fines, losses, judgments and reasonable attorney fees that the indermitee they suffer or incur. due to the existence or discovery of any Hazardous Substances on the Property or the migration of any Hazardous Substance to other properties or the release-of any Hazardous Substance into the environment (collectively, "Actions'), that relate to or arise from the indemaitor's activities on the Property. Landlord agrees to defend, indemnify and hold-Tenant bemttess'fiiom Claims resulting from Actions on the Property not caused by Landlord or Twat prior to and during the Initial Term and any Renewal Tern of this Lease. The indenmifncetions in this section specifically include, without imitation, coots incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any governments) authority. This Section 14 shall survive the temilnation or expiration of this Lease. 15. Assirnmmt and Subleasinc. Tenant may assign this Lease and the Easements (w defined above) granted herein upon written notice to Landlord. Upon such assignment, Tenant shall be relieved of all liabilities and obligations hereunder and Landlord shall look solely to the assignee for performance under this Lease and 411 obligations hereunder. Tenant may sublease the Premises, upon written notice to Landlord. Additionally, Tenant may, upon notice to Landlord, mortgage or grant a security interest in this Leese and the Antenna Facilities; and may assign this Lane and the Antenna Facilities to any mortgagees or holders of security interests, including their successors or assigns (collectively "Mortgagees"), provided ouch Mortgagees agree to be bound by the terns and provisions of this Lease. In such event, landlord shall execute such consent to leasehold financing.as may reasonably be required by Mortgagees. Landlord agrees to notify. Tenant and Tenant's Mortgagees simultaneously of any default by Tenant and to give Mortgagees the same right to cure any default as Tensmt or to remove any property of Tenant or Mortgagees located on the Premises, except that the cure period for any Mortgage= shall not be less than thirty (30) days after receipt of the default notice, as provided in Section 9 of this Leese. All such notices to Mortgagees shall be sent to Mortgagees at the address specified by Tenant, Failure by Landlord to give Mortgagees such notice shall not diminish Landlord's rights against Tenant, but shall preserve all rights of Mortgage= to cure any default and to remove any property of Tenant or Mortgagee located on the Premis=es provided in Section 17 of this Lease. .16. Successors and Assims. This Leese and the Basements granted herein shall ten with the lend, and shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives and assigns. 17. Waiver of Landlord's Lien. Landlord hereby waives any and all lien' rights it may have, statutory or otherwise, =coming the Anterina Facilities or any portion thereof, which shall be deemed personal property for the purposes of this Leese, whether or not the acme is deemed real or personal property under applicable lam, and Landlord gives Tment and Mortgagees SIIe N,mbar L1.1e.544-A 4 Victim 104.04 Sim Nana: Cutdouae mie&ea NVarA e the right to remove all or any portion of the same from time to time, whether.before or after a default under this Lease, in ,Tenant's and/or Mortgagee's sole discretion and without Landlord's consent. 18. Miscellaneous.. (a) The prevailing party in any litigation arising hereunder shall be entitled to its reasonable aftomays' fees and court costs, including appeals, if any. . (b) Each party agrees to famish to the Other, within twenty (Nr) days after request, such truthful estoppel information in • the other may reasonably request. (c) This Lease constitutes the entire agreement and understanding of the parries, and supersedes all-offers, negotiations and other agreements. There are no representations or understandings of any kind not set forth herein. Any amendments to this Lease must be in writing and executed by both parties. (d) Each party agree to cooperate with the other in executing any documents (including a Memorandum of Leese in substantially the forth efteched hereto as Exhibit9 necessary to protect its rights or use of the Premises. The Merrorandmn of Lease may be recorded in place of this Lease by either party. In the event the Property is encumbered by a mortgage or deed of trust, Landlord agrees, upon request of Tenant, to obtain and furnish to Tenant a non-disturbance and anornment agreement for each such mortgage or deed of trust, in a form reasonably acceptable to Tenant. Tenant may obtain title insurance on its interest in the Premises. Landlord agrees to execute such documenti.w.the title company mayrequire in connection there with, (e) This Lease shall be construed in accordance with the laws of the state in which the Property is located. ' (f) If any term of this Leese is found to be void or invalid, such finding shall not affect the remaining terms of this Lease, which 'shall continua in fall force and effect. The parties agree that if any provisions are deemed not enforceable; they shall be deemed modified to the extent necessary to make them enforceable. Any questions of particular interpretation shall not be interpreted against the draftsman, but rather in accordance with the fair meaning thereof. No provision of this Lease will be deemed waived by either party unless expressly waived in writing signed by the waiving party. No waiver shall be implied by delay or any other act or omlasfoa of either party. No waiver by tither party of any provision of this Lease shall be deemed a waiver of such provision with respect to any subsequent matter relating to such provision. (g) The persona who have executed this Lease represent and warrant that ibey are duly authorized to execute this inn in their individual or representative capacity as indicated. - (h) This Lease may be executed in any number of counterpart copies, each of which shall be deemed an original, but all of which together shall constitute a single instrument. (f) All Exhibits referred to herein and any Addenda are incorporated herein for all purposes. The parties understand and acknowledge that Exhibit A (the legal description of the Property) and Exhibit B (the Premises location within the Property), they be attached to this Lease and the Memorandum of Lease, in preliminary form. Accordingly, the parties agree that upon the preparation of final, more complete exhibits, Exhibits A, and/or B, as the case may be, which may have been attached hereto in preliminary form, may be replaced by Tenant with such final, more complete exhibit(s). The terms of all Exhibits are incorporated herein for all purposes, 0) If Landlord is represented by any broker or any other leasing agent, Landlord is responsible for all comrrdinion fee or other payment to such agent, and ag m to indemnity and hold Tenant harlydess from all claims by such broker or anyone claiming through such broker. If Tenant is represented by any broker or any other leasing agent, Tenant is responsible for all commission fee or other payment to such agent, and agrees to indemnify and hold Landlord hmvdess from all claims by mob broker or anyone claiming through such broker The effective date of this Lease is the date of execution by the Ing party to sign (the "Effective Date"). LANDLORD; lunge BY Printed Name: Arthur Jurist a Its: Owner Date: Sin Nuaaer: Lr-I164&A 5 Vahan 10-2-01 She Name: Cunaouae Marko: NYBTA e .'TENANT: Omnlpoint Facilities Network 2, LLC, BBy~Om/niirpoint Communications, Inc., its Agent By. Printed Neon: seph M. elsh ' Its: Technical Directors Date: r~ Approved as to form l N I X Sla Hunt= EPlalaIPA 6 vasbo 10-2-01 Sik Name: Cekkeuaa Market NYOTA 0 ADDENDUM TO SITE LEASE WITH OPTION, [Additional Terms] In the event of conflict or inconsistency between the terms of this Addendum and this Lease, the ter., of the Addendum shall govern and control. All capitalized terms shall have the same meaning as in this Lease. 1. Paragraph 4 in hereby deleted in its entirety and replaced as follows: ' 4. &g. Tenant shall pay Landlord, as rent, One Thousand and No/100 Dollars (51,000.00) per month. Rent shall increase on each anniversary of the Commencement Date by an amount equal to three percent (3°/.) Rent for the previous twelve (12)' month period ("Rent" Rent shall be payable in advance beginning on the Commencement Date prorated for the remainder of the month in which the Commencement Date falls and thereafter Rent will be payable monthly in advance by the fiftm day of each month to Landlord at Landlord's address specified In Section 12 below. If this Lome is terminated at a time other . than on the last day of a month, Rent shall be prorated as of the date of termination for my reason other than a default by Tenant, and all prepaid Rent shall be immediately refunded to Tenant 2, Paragraph 5 is hereby deleted in its entirety and replaced as follows: 5. jjSmmal. Tenant shall have the right to extend this Lease for five (5) additional, five-year terms ('Renewal Term'). Each Renewal Terra shall be on the acme temna'and conditions as set forth herein, except that Rent shall be incrcmed by three percent (3e%) of the Rent paid over the preceding year as apecified in Paragraph 4 above. This Lease shall automatically renew for each successive Renewal Term union Tenant noti6m Landlord, in writing,, of Tenant's intention not to renew this Lase, at ]east sixty (60) days prior to the expiration of the Initial Term or any Renewal Tenn. If Anant shall remain In possession of the Premises at the expiration of this Lease or any Renewal Tenn without a written agreement, such tenancy shall be dcamed a nohth-to-month tenancy under the some temp and conditions of this Lease. 3. Paragraph 12 is hereby deleted in its entirety and replaced as follows: 12. Noll ep~. All notices, requests, demands and other communications hereunder shall be in writing and are effective three (3) days after deposit in U.S. mail, certified and postage paid, or upon receipt if personally delivered, or sent by next- business-day delivery via a nationally recognized overnight courier to the addresses set forth below. Landlord or Tenant may from time to time designate my other address for this purpose.by providing written nodoe to the other party. Ifto Tenant to With a cow m: Omnipofnt Facilities Network 2, LLC Omnipoint Facilities Network 2, LLC 12920 SE 38a Street Attn: Lease Management Department Bellevue, WA 98006 360 Newark-Pompton Turnpike Attn: PCS Leming Administrator Wayne, New Jersey 07470 With a copy to: Attn: Legal Deportment If to Landlord, to: Arthur Junge 513 5a Street Oreenport, NY 11944 LANDLORD: Arthur Junge ay: Printed Name: Arthur unn ~m Its: Owner Date: ` 0 r[ ShoNumber: 11-115".A 7 VOISIN 10,241 SIMNsue: ttrmhoeae Markee NYSTA 0 LANDLORD: . By, . Printed Narne: . Its: Date: TENANT: Omt'p ' 1 Facilities Network 2, L LC, By: Omaipoint Communications, Inc., its Agent 00, By: Printed Name: aseph M. aleh ' Its: Technical Director Dote: ~ ~'~7 ffik NWrAw. LI•13-544-A Vadoa 10.1.01 Sib Name: Cutemwe ' Mvbl: NY87A THE, NORTH FORK SANK 6 TRUST CO1tPA?;Y an" V: =GE - 10!19/88 14632PC024 SCHEDULE A t0vecriptionl PARCEL TWO ALL that certain plot, Pioea Or parrot of land, with the buildings and improvements thereon arectod, situate, Wing and being at Cutchogue. Town of Southold, County of Suifolk and State of Now York, being more particularly bounded and described as follows: BEGINNING at a point on the northwest lino of Middle Road (C.R. 48) 7913Sfeet more or less southweviterly along Bald line from Cox's Lane. said point being the southeast: corner of the premises heroin described and the southwest corner of other land of the party of the first pare; running thence along the northwest line of Middle Road (C.R. 48) South 25" 52' 30" Went, 168,17 feet to Land of Harris; running thence along said land North 60' 54' 20" West, 252.68 feat to land of the Town of Southold; running thence along said land North 23° 14' 00" East, 188.15 feet to land of tho party of the first part; running thence along said land South 56" 42' 30" East, 263.16 roet to the point or place of BEGINNING. BEINC AND INTENDED TO BE the same premises conveyed to the mortgagor herein by deed doted 4/6/87, recorded 5118187 in Libor 10321 p. 162. 0 BXMBIT B The location of the Premises within the Property (together with accen amd utilities) is more particularly described and depicted as follows: See attached LB-1, LB-2 & LE-3 by William F. Collins, AIA Architechts, LLP dated 7/ak, . SiwNm*w..- LI.134ea-A vm1m 10-2-01 SitaNsme: CLtehoye Markel N"TA , L[OI~IWPp, OJpNWlpt1/~1]M i = 8 EE Y` AmL A~ rq ~2~cZ C mCO $ Y~ ti~ p~ g 0°3000 e a" g = j$7 DY M~ ~ 1 Dq e"•p a~~ NQC o m~ N c5 8 ~ r ° 0 rw~ 0 ~ ~ c D h • \ ^T fig.{ C Jill °a O' a. ~Lm+roosa O~mym~Mao)xl J ~ gig ~ 3 z8 q~ S 3¢~ 1^ ZmX1 I yr~ m ~ 41 ~Z~ ZO Z Z ! C m z e SAM -io ma q O o§ g o m •1 p ~ ~i y 8 \ r m m ro h+ ~ N Z r r r n a a. ~C~ N o C7 o x x X X x b x' O x I I SECT 'A' x m CC Z-~ L-- --J ~ VF 9 x -x' x x E E§ qq~ .zQQ pp~ O x o 2 ExISTIry,C ~ x ~m Y x bap Z AMU $3§Aa ~O b b b OA, gql!P.'p _O? Z~ 0 O o F~ ~e Wig N C~! ~ ~ ~ ~ A O - SgA A e ~ o ~ ~ 7 ~ gQ ddJ~ ts~ 9 e~ ~ ~ ~ ~ ^ _ o 9 o A uE ~ i _ . e n - &XXMBIT C Memorandum of Lease Shc Nun6u: U-IMII-A Vcnlon 10.2-01 She Ncme: Cutcboup Mubu N"TA Memorandum of Lease Assessor's Parcel Number: 1000-096-01.019.001 Between ArthurJunge ("Landlord") and O r mipoint Facilities Network 2, LLC, By. Ommpmm Communications, Inc:, Its Agent ("Tenant") A Site Lease with Option (the "Leese") by and between Arthur Junge, C'Landlord") and Omnipoint Facilities Network 2, LLC, By. Omnipoint Communications, Inc,, its Agent, a Limited Liability Corporation ("Tenant") was made regarding a portion of following the property: See Attached Exhibit "A" incorporated heroin for all purposes , The Option is for a term of twelve (12) months after the Effective Date of the Leese (as defined under the Lease), with up to one additional twelve (12) month renewal ("Optional Perio(P). The Lease Is for a tam of five (5) years and will commence on the date as sefforth in the Lease (the "Commencement Date'). Tenant shall have the right to extend this Lease for five (5) additional five-year terms. IN WITNESS WHEREOF, the parties hereto have respectively executed this memorandum effective as of the date of the Inst party to sign. LANDLORD: Arthur Junge - By. LILA- Printed Name: Arthur limit . Its; Owner Date: LANDLORD: By. Printed Name: Its: Date: TENANT: Omnipoint Facilities Network 2, LLC, By:: O~mninniipoint Communications, Inc„ its Agent By: vv! lC~~~, Printed Name: Its: 2 `•ml wileovir Date: Stte Nomber: Lt-IbSaPA Vag. 10,2-01 Site Name: cuteaaute Maftt: NYBTA 1- fiVorary block for Landlord] QVolary block for Corporation, Pannersbip, LbnAed Llabill(v Company) STATE OF NP.u.S LM ) e9. COUNTY Oz ) . This instrument was aelmowledged before me on by . [title] of a [type of entity], on behalf of said [name of entity]. _ Dated: Wiry Public Print Name My commission expire •u ~ •IN19t No'ary Pa., . cam~+~ia1In W.' Dk saaoD~ (Use this space for notary stamplaeal) /Norary block for Individual] STATE OF ) ) 69. COUNTY OF ) This instrument, was aclmowledgcd before 'me on by Dated: Notary Public Print Name My commission expires (Use this space for notary stampleeal) (Notary block for recant] STATE of r1 )m. COUNTY OF e n ) I certify that I know or have satisfactory evidence that Joseph M. Walsh is the person who appeared before me, and said person aelmowledged that he signed this insttmenf, on oath stated that he wag authorized to execute the instrument and acknowledged it as the Technical Director of Omnipoint Facilities Network 2, LLC, By: On nipoint she Wcotwr. M-13-644-A Verdm 10.2.01 Sim N~- Cufe up Muht NYBTA s,. Communications, Ina, its Agent, a Limited Liability Corporation, to be the free and voluntary act of such party for the e ieatru' ment uses and purposes me ' ? d O Dated: Notary Public Print Name -11 P. MORICZ My commission expires Godnagdoo 0rgra~ lyt6/2005 (Use this space for notary stamp/seal) v n Baa Nmohm LI.13-5I4-A vex f. 10.7-01 Siw Nnae: careewaa Mn4ee NVBTA THE, NORTH FORK SARK b TRUST CWA.Y MnUR V. MMGE - 10/19/88 14632PM24 SCHEDULE A (Doscriptianl PARCEL TWO ALL that certain plot, pieta or parcel of land. with the buildings and improvements thereon eroctod,situate, tying and being at Cutchogue, Town of Southold, County of Suifolk and State of Now York, being more particularly bounded and described as follows: BEGINNING at a point on the northwest lino of Middle Road (C.R. 48) 79,7j5feet more or lass southwesterly along said line from Cox's Lane, said point being the southeast corner of the pramises huruin described and Chu southwest corner of other land of she party of the first part; running thence along the northwest line of Middle Road (C.R, 48) South 25" 52' 30" Mane, 168.17 feet to land of Harris; running thence along said laud North 60' 54' 20" West, 252.68 feat co land of the Town of Southold; running thence along said land North 23° 14' 00" East, 158.15 feet co land of the party of the first part; running chance along said land South 56" 42' 30" Bast, 263.16 feet to the paint or place of BEGLNNING. BEING AND INTENDED TO BE the same premises conveyed to the mortgagor herein by dead dated 4/6187, recorded 5/18/87 in Liber 10321 p. 162. Mzkd: Long Island . Cell SiteNmnbor. NYCENY1027 Call Site Name: CUMHOWE N.Y. LAND LEASE AG#tEEMENT j THIS LEASE. AGREEMENT ("Agreement"), dated as of the latter of the signature dates below ("Effective Date"), is entered into by Arthur V: Jungo, an Individual, having a mailing address of 418 Moulton Hill Road, Lyman New Hampshire 03585 (hereinafter referred to as "Landlord") and Cellular Telephone Company d/b/a AT&T Wireless, a New York partnership, by LIN Cellular Communications Corporation, a New York corporation, its general partner, having a mailing address of PO Box 2088, Rancho Cordova CA 95741-2088 (hereinafter referred to as "Tenant"). BACKGROUND Landlord owns or controls that certain plot, parcel or tract of land, together with all rights and privileges arising in connection therewith, located at 21855 Country Road 48, Cutchogue, in the County of Suffolk, State of New York (collectively, the "Property'D. Tenant desires to use a portion of the Property in connection with its ! federally licensed communications business. Landlord desires to grant to Tenant the right to use a portion of the j Property in accordance with this Agreement. j The parties agree as follows: il! 1. LEASE OF PREMISES; Landlord leases to Tenant a certain portion of the Property containing t approximately 310.50 square feet as described on attached Exhibit 1, together with unrestricted access for i Tenant's uses from the nearest public right-of-way along the Property to the Premises as described on the attached Exhibit I (collectively, the "Premises"). 2, PERMITTED USE. Tenant may use the Premises for the transmission and reception of communications signals and the installation, construction, maintenance, operation, repair, replacement and upgrade of its communications fixtures and related equipment, cables, accessories and improvements, which may include a 1 suitable support structure, associated antennas, equipment shelters or cabinets and fencing and any other items necessary to the successful and secure use of the Premises (collectively, the "Communication Facility"), as well as the right to test, survey and review title on the Property; Tenant further has the right to add, modify, and/or replace equipment in order to be in compliance with any current or future federal, state or local mandated application, including, but not limited to, emergency 911 communication services, at no additional cost to Tenant or Landlord (collectively, the "Permitted Use"). Landlord and Tenant agree that any portion of the Communication Facility that may be conceptually described on Exhibit 1 will not be deemed to limit Tenant's Permitted Use. If Exhibit I includes drawings of the initial installation of the Communication Facility, Landlord's execution of this Agreement will signify Landlord's approval of Exhibit 1. - Tenant has the right to install and operate transmission cables from the equipment shelter or cabinet to the antennas, electric lines from the main feed to the equipment shelter or cabinet and communication lines from the main entry point to the equipment shelter or cabinet, and to make Property improvements, alterations, upgrades or additions appropriate for Tenant's use ("Tenant Changes"). Tenant Changes include the right to construct a fence around the Premises and undertake any other appropriate means to secure the Premises. Tenant agrees to comply with all applicable governmental laws, riles, statutes and regulations, relating to its use of the Communication Facility on the Property. Tenant has the right to modify, supplement, replace, upgrade, expand the equipment, increase the number of antennas or relocate the Communication Facility within the Premises at any time during the term of this Agreement. Tenant will be allowed to make such alterations to the Property in order to accomplish Tenant's Changes or to insure that Tenant's Communication Facility complies with all applicable federal, state or local lawb, rules or regulations.. In rrres'nnon,curaoare the event Tenant desires to modify or upgrade the Communication Facility, and Tenant requires an additional portion of the Property (the "Additional Premises") for such modification or upgrade, Landlord agrees to lease to Tenant the Additional Premises, upon the same terms and conditions set forth herein, except that the Rent shall increase, in conjunction with the lease of the Additional Premises, by a reasonable amount consistent with rental rates then charged for comparable portions of real property being in the same area. Landlord agrees to take such actions and enter into and deliver to Tenant such documents as Tenant reasonably requests in order to effect and memorialize the lease of the Additional Premises to Tenant. i 3. TERM. (a) The initial lease term will be five (5) years ("Initial Term"), commencing on the Effective Date: The Initial Term will terminate on the fifth (5b) annual anniversary of the Effective Date. (b) This Agreement will automatically renew for four (4) additional five (5) year term(s) (each five (5) year term shall be deemed as the "Extension Term"), upon the same term and conditions unless the Tenant notifies the Landlord in writing of Tenant's intention not to renew this Agreement at least sixty (60) days prior to the expiration of the existing Tam. (c) If Tenant remains in possession of the Premises after the termination or expiration of this Agreement then Tenant will be deemed to be occupying the Premises on a month to month basis (the "Holdover Term"), subject to the terms and conditions of this Agreement. (d) The Initial Term, the Extension Term and the Holdover Tenn are collectively referred to as the Term ("Term"). 4. RENT. (a) Commencing on the first day of the month following the date that Tenant commences construction (the "Rent Commencement Date'), Tenant will pay the Landlord a monthly rental payment of One Thousand Dollarsand No/100 Dollars ($1,000.00) ("Rent"), at the address set forth above on or before the fifth (5,b) day of each calendar month in advance. In partial months occurring after the Rent Commencement Date, Rent will be prorated. The initial Rent payment will be forwarded by Tenant to Landlord within thirty (30) days after the Rent Commencement Date. (b) In year two (2) of the original term, and each year thereafter, monthly Rent will increase by time percent (3%) over the Rent paid during the previous Term. 5. APPROVALS. (a) Landlord agrees that Tenant's ability to use the Premises is contingent upon the suitability of the Premises for Tenant's Permitted Use and Tenant's ability to obtain and maintain all govermnental licenses, permits, ` approvals or other relief required of or deemed necessary or appropriate by Tenant for its use of the Premises, I including without limitation applications for zoning variances, zoning ordinances,, amendments, special use permits, and construction pemtits (collectively,. the "Government Approvals"). Landlord authorizes Tenant to prepare, execute and file all required applications to obtain Governmental Approvals for Tenant's Permitted Use under this Agreement and agrees to reasonably assist Tenant with such applications and with obtaining and maintaining the Government Approvals. In addition, Tenant shall have the right to initiate the ordering and/or scheduling of necessary utilities. (b) Tenant has the right to obtain a title report or commitment for a leasehold title policy from a title insurance company of its choice and to have the Property surveyed by a surveyor of Tenant's choice. In the event Tenant determines, in its sole discretion, due to the title report results or survey results, that the condition of the Premises is unsatisfactory, Tenant will have the right to terminate this Agreement upon notice to Landlord. (c) Tenant may also perform and obtain, at Tenant's sole cost and expense, soil borings, percolation tests, engineering procedures, environmental investigation or other tests or reports on, over, and under the Property, necessary to determine if the Tenant's use of the Premises will be eompatible with Tenant's engineering specifications, system, design, operations or Governmental Approvals. NYUWLr 2 . 2M 6. TERMINATION. This Agreement may be terminated, without penalty or further liability,.as follows: (a) by either party on thirty (30) days prior written notice, if the other party remains in default under Paragraph 15 Default and Right to Cure of this Agreement after the applicable cure periods; (b) by Tenant upon written notice to Landlord, if Tenant is unable to obtain, or maintain, any required approval(s) or the issuance of a license or permit by any agency, board, court or other governmental authority necessary for the construction or operation of the Communication Facility as now or hereafter intended by Tenant; or if Tenant determines in its sole discretion. that the cost of obtaining or retaining the same is commercially unreasonable; or (c) by Tenant upon written notice to landlord for any reason, at any time prior to commencement of construction by Tenant; or (d) by Tenant on sixty (60) days prior written notice to Landlord for any reason, so long as Tenant pays Landlord a termination fee equal to three (3) months Rent, at the then curreurrate, provided, however, that no such temrinstion foe will be payable on account of the termination of this Agreement by Tenant under any. one or more of Paragraphs-5(b) Approvals, 6(a) Termination, 6(b) Termination, 6(c) Termination, 8 Interference, I I(d) Environmental, 18 Severability, 19 Condemnation or 20 Casualty of this Agreement, 7. INSURANCE. Tenant will carry during the Term, at its own cost and expense, the following insurance: (i) "All Risk" property insurance for its property's replacement cost; (ii) commercial general liability insurance with a minimum limit of liability of $2,500,000 combined single limit for bodily injury or death/property damage arising out of any one occurrence; and (iii) Workers' Compensation Insurance as required by law. The coverage afforded by Tenant's commercial general liability insurance also shall apply to Landlord as an additional insured, but only with respect to Landlord's liability arising out of its interest in the Property. 8. INTERFERENCE. (a) Where there are existing radio frequency user(s) on the Property, the Landlord will provide Tenant with a list of all existing radio frequency user(s) on the Property to allow Tenant to evaluate the potential for interference. Tenant warrants that its use of the Premises will not interfere with existing radio frequency user(s) on the Property so disclosed by Landlord, as long as the existing radio frequency user(s) operate and continue to operate within their respective frequencies and in accordance with all applicable laws and regulations. (b) Landlord will not grant, after the date of this Agreement, a lease, license or any other right to any third party for the use of the Property, if such use may in any way adversely affect or interfere with the Communication Facility, the Communication Facility, the operations of Tenant or the rights of Tenant under this Agreement. Landlord will notify Tenant in writing prior to granting any third party the right to install and operate cormm mications equipment on the Property. Nothing contained herein will restrict Tenant nor its successors and assigns from installing and modifying its communications equipment. (c) Landlord will not use, nor will Landlord permit its employees, tenants, licensees, invitees or agents to use, any portion of the Property in any way which interferes with the operations of Tenant or the rights of. Tenant under this Agreement. Landlord will cause such interference to cease within twenty-four (24) hours after receipt of notice of interference from Tenant. In the event any such interference does not cease within the aforementioned cure period then the parties acknowledge that Tenaot will suffer irreparable injury, and therefore, Tenant will have the right, in addition to any other rights that it may have at law or in equity, for Landlord's breach . of this Agreement, to elect to enjoin such interference or to terminate this Agreement upon notice to Landlord. 9. INDEMNIFICATION. (a) Tenant agrees to indemnify, defend and bold Landlord harmless from and against any and all injury, lose, damage or liability (or any claims in respect of the foregoing), costs or expenses (including reasonable attorneys' fees and court costs) arising directly from the installation, use, maintenance, repair or removal of the Communication Facility or Tenant's breach of any provision of this Agreement, except to the extent attributable to the negligent or intentional act or omission of Landlord, its employees, agents or independent contractors. (b) Landlord agrees to indemnify, defend and hold Tenant harmless from and against any and all injury, loss, damage or liability (or any claims in respect of the foregoing), costs or expenses (including reasonable Nrr..Ur 3 2004 I 1 attorneys' fees and court costs) arising directly from the actions or failure to act of Landlord or its employees or agents, or Landlord's breach of any provision' of this Agreement, except to the extent attributable to the negligent or intentional act or omission of Tenant, its employees; agents or independent contractors. ! (c) Notwithstanding anything to the contrary in this Agreement, Tenant and Landlord each waives any j claims that each may have against the other with respect to consequential, incidental or special damages. 10. WARRANMS. 1 (a) Tenant and Landlord each acknowledge and represent that it is duly organized, validly existing and in good standing and has the right, power and authority to enter into this Agreement and bind itself hereto through the party set forth as signatory for the party below. (b) Landlord represents and warrants that (i) Landlord. solely owns the Property as a legal lot in fee simple, or controls the Property by lease or license; (ii) the Property is not encumbered by any liens, restrictions, mortgagor, covenants, conditions, easements, leases, or any other agreements of record or not of record, which would adversely affect Tenant's Permitted Use and enjoyment of the Premises under this Agreement; (iii) as long as Tenant is not in default then Landlord grants to Tenant sole, actual, quiet and peaceful use, enjoyment and possession of the Premises; (iv) Landlord's execution and performance of this Agreement will not violate any laws, ordinances, covenants or the provisions of any mortgage, lease or other agreement binding on the Landlord; and (v) if the Property is or becomes encumbered by a deed to secure a debt, mortgage or other security interest, Landlord will use best efforts to provide promptly to Tenant a mutually agreeable Subordination, Non-Disturbance and Attornment Agreement. 11. ENVIRONMENTAL. (a) Landlord represents and warrants that the Property is tree of hazardous substances as of the date of this Agreement, and, to the best of Landlord's knowledge, the Property has never been subject to any contamination or hazardous conditions resulting in any environmental investigation, inquiry or remediation. Landlord and Tenant agree that each will be responsible for compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene condition or other matters as may now or at any time hereafter be in effect, that are now or were related to that party's activity conducted in or on the Property. (b) Landlord and Tenant agree to hold harmless and indemnify the other from, and to assume all duties, responsibilities and liabilities at the sole cost and expense of the indemnifying party for, payment of penalties, sanctions, forfeitures, losses, costs or damages, and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is related to (i) the indemnifying party's failure to comply with any environmental or industrial hygiene law, including without limitation any regulations, guidelines, standards or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions br matters as may now or j hereafter be in effect, or (ii) any environmental or industrial hygiene conditions that arise out of or are in any way related to the condition of the Property and activities conducted by the party thereon, unless the environmental j conditions are caused by the other party. (c) The indemnifications of this Paragraph 11 Environmental specifically include reasonable costs, expenses and fees incurred in connection with any investigation of Property conditions or any clean-up, remediation, removal or restoration work required by any governmental authority. The provisions of this Paragraph 11 Environmental will survive the expiration or termination of this Agreement. (d) In the event Tenant becomes aware of any hazardous materials on the Property, or any environmental or industrial hygiene condition or matter relating to the Property that, in Tenant's sole determination, renders the condition of the Premises or Property unsuitable for Tenant's use, or if Tenant believes that the leasing or continued leasing of the Premises would expose Tenant to undue risks of government action, { intervention or third-party liability, Tenant will have the right, in addition to any other rights it may have at law or in equity, to terminate the Agreement upon notice to Landlord. NYLWLr 4 - ma I, ` 12. ACCESS. At all times throughout the Term of this Agreement, and at no additional charge to Tenant, Tenant and its employees, agents, and subcontractors, will have twenty-four (24) hour per day, seven (7) day per week pedestrian and vehicular access to and over the Property, from an open and improved public road to the Premises, for the installation, maintenance and operation of the Communication Facility and any utilities serving the Premises and Landlord grants to Tenant an easement for such access and Landlord agrees to provide to Tenant such codes, keys and other instruments necessary for such access at no additional cost to Tenant. Upon Tenant's request, Landlord will execute a separate recordable easement evidencing this right. In the event any public utility is unable to use the access or easement provided to Tenant then the Landlord agrees to grant additional aoma or an easement either to Tenant or to the public utility, for the benefit of Tenant, at no cost to Tenant. 13. REMOVALIMTORATION. All portions of the Communication Facility brought onto the Property by Tenant will be and remain Tenant's personal property and, at Tenant's option, may be removed by Tenant at any time during the Term Landlord covenants and agrees that no part of the Communication Facility constructed, erected or placed on the Premises by Tenant will become, or be considered as being affixed to or a part of, the Property, it being the specific intention of the Landlord that all improvements of every kind and nature constructed, erected or placed by Tenant on the Premises will be and remain the property of the Tenant and may be removed by Tenant at any time during the Term Notwithstanding the foregoing, at the earlier of the expiration or termination of this Agreement, Tenant will not be responsible for the replacement of any trees, shrubs, or other vegetation, nor will Tenant be required to remove from the Premises or the Property any foundations, underground utilities, or any part of the Communication Facility,' 14. MARCMANCUUTILITTES. (a) Tenant will keep and maintain the Premises in good condition, reasonable wear and tear and damage from the elements excepted. Landlord will maintain and repair the Property and access thereto, in good ` and tenantable condition, subject to reasonable wear and tear and damage from the elements. t (b) Tenant will be responsible for paying on a monthly or quarterly basis all utilities charges for electricity, telephone service or any other utility used or consumed by Tenant on the Premises. In the event Tenant cannot secure its own metered electrical supply, Tenant will have the right, at its own cost and expense, to submeter from the Landlord. When submetering is necessary and available, Landlord will read the meter on a monthly or quarterly basis and provide Tenant with the necessary usage data in a timely manner to enable Tenant to compute such utility charges. Failure by Landlord to perform this function will limit utility fee recovery by i Landlord to a 12-month period. Landlord will fully cooperate with any utility company requesting an easement over, under and across the Property in order for the utility company to provide service to the Tenant. Landlord will + not be responsible for interference with, interruption of or failure, beyond the reasonable control of Landlord, of } such services to be famished or supplied by Landlord. 15. DEFAULT AND RIGHT TO CURE. (a) The following will be deemed a default by Tenant and a breach of this Agreement; (i) non- payment of Rent if such Rent remains unpaid for more than thirty (30) days after receipt of written notice from Landlord of such failure to pay, or (ii) Tenant's failure to perform any other term or condition under this Agreement within forty-five (45) days after receipt of written notice from Landlord specifying the failure. No such failure, however, will be deemed to exist if Tenant has commenced to cure such default within such period and provided that such efforts are prosecuted to completion with reasonable diligence. Delay in caring a default will be excused if due to causes beyond the reasonable control of Tenant. If Tenant remains in default beyond any applicable cure period, Landlord will have the right to exercise any and all rights and remedies available to it under law and equity. (b) The following will be deemed a default by Landlord and a breach of this Agreement. Landlord's failure to perform any term, condition or breach of any warranty or covenant under this Agreement within forty- five (45) days after receipt of written notice from Tenant specifying the failure. No such failure, however, will be deemed to exist if Landlord has commenced to cure the default within such period and provided such efforts are prosecuted to completion with reasonable diligence. Delay in curing a default will be excused if due to causes NY ICE Ina 5 >oa e 6 beyond the reasonable control of Landlord. If Landlord remains in default beyond any applicable cure period, Tenant will have the right to exercise any and all rights available to it under law and equity, including the right to cure Landlord's default and to deduct the costs of such cure from any monies due to Landlord from Tenant 16. ASSIGNMENT/SUBLEASE. Tenant will have the right to assign this Agreement or sublease the Premises and its rights herein, in whole or in part, without the Landlord's consent. Upon notification to Landlord of such assignment, Tenant will be relieved of all future performance, liabilities and obligations under this Agreement. 17. NOTICES, All notices, requests, demands and communications hereunder will be given by first class certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, postage prepaid, to be effective when properly sent and received, refused or returned undelivered. Notices will be addressed to the parties as follows: If to Tenant: AT&T Wireless Lease Administration clo Wireless Asset Management Re: AWS Cell Site # NYCENY1027; Cell Site Name: curcttooaa PO Box 2088 Rancho Cordova, CA 95741-2088 With a copy to: AT&T Wireless Attn: Legal Department Re: AWS Cell Site # NYCENYto27; Cell Site Name: cvrcttoarm 150 ML Airy Road Basking Ridge, NJ 07920 If to Landlord: Arthur V. Junge 418 Moulton Bill Road Lyman Now Hampshire 03585 Either party hereto may change the place for the giving of notice to it by thirty (30) days prior written notice to the other as provided herein 18. SEVKRABIL TY. If any term or condition of this Agreement is found unenforceable, the remaining terms and conditions will remain binding upon the parties as though said unenforceable provision were not contained' herein. However, if the invalid, illegal or unenforceable provision materially affects this Agreement then the Agreement may be terminated by either party on ten (10) business days prior written notice to the other party hereto. 19. CONDEMNATION. In the event Landlord receives notification of any. condemnation proceedings affecting the Property, Landlord will provide notice of the proceeding to Tenant within forty-eight (48) hours. If a condemning authority takes all of the Property, or a portion sufficient, in Tenant's sole determination, to render the Premises unsuitable for Tenant, this Agreement will terminate as of the date the title vests in the condemning authority. no parties will each be entitled to pursue their own separate awards in the condemnation proceeds, which for Tenant will include, where applicable, the value of its Communication Faciliy, moving expenses, prepaid Rent, and business dislocation expenses, provided that any award to Tenant will not diminish Landlord's recovery. Tenant will be entitled to reimbursement for any prepaid Rent on a prorata basis. 20. CASUALTY. Landlord will provide notice to Tenant of any casualty affecting the Property within forty- eight (48) hours of the casualty. If any part of the Communication Facility or Property is damaged by fire or other casualty so as to render the Premises unsuitable, in Tenant's sole determination, then Tenant may terminate this Agreement by providing written notice to the Landlord, which termination will be effective as of the date of such NY L~ Lr 6 7001 i t damage or destruction. Upon such termination, Tenant will be entitled to collect all insurance proceeds payable to Tenant on account thereof and to be reimbursed for any prepaid Rent on a prorata basis. 1 21. WAIVER OF LANDLORD'S LIENS. Landlord waives any and all lien rights it may have, statutory or otherwise, concerning the Communication Facility or any portion thereof. The Communication Facility shall be deemed personal property for purposes of this Agreement, regardless of whether any portion is deemed real or i personal property under applicable law, and Landlord consents to Tenant's right to remove all or any portion of the Communication Facility from time to time in Tensor's sole discretion and without Landlord's consent. 22. MISCELLANEOUS. (a) Amendment/Wafver. This Agreement cannot be amended, modified or revised unless done in writing and signed by an authorized agent of the Landlord and an authorized agent of the Tenant. No provision may be waived except in a writing signed by both parties. (b) Memorandum/Short Form Lease. Either party will, at any time upon fifteen (15) business days prior written notice from the other, execute, acknowledge and deliver to the other a recordable Memorandum or Short Form of Lease. Either party may record this Memorandum or Short Form of Lease at any time, in its absolute discretion. (c) Bind and Benefit. The terms and conditions contained in this Agreement will run with the ..Property and bind and inure to the benefit of the parties, their respective heirs, executors, administrators, I successors and assigns. (d) Entire Agreement. This Agreement and the exhibits attached hereto, all being a part hereof, constitute the entim agreement of the parties hereto and will supersede all prior offers, negotiations and agreements with respect to the subject matter of this Agreement. (e) Governing Law. This Agreement will be governed by the laws of the state in which the Premises are located, without regard to conflicts of law. (f) Interpretation. Unless otherwise specified, the following rules of construction and interpretation apply: (i) captions are for convenience and reference only and in no way define or limit the constmction of the terms and conditions hereof, (ii) use of the term "including" will be interpreted to mean "including but not limited to"; (iii) wherever a party's consent is required under this Agreement, except as otherwise stated in the Agreement or. as same may be duplicative, such consent will not be unreasonably withheld, conditioned or delayed; (iv) exhibits arc an integral part of the Agreement and are incorporated by reference into this Agreement; (v) use of the terms "termination" or "expiration" are interchangeable; and (vi) reference to a default will take into consideration any applicable notice, grace and cure periods. (g) Estoppel. Either party will, at any time upon twenty (20) business days prior written notice from the other, execute, acknowledge and deliver to the other a statement in writing (i) certifying that this Agreement is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying this Agreement, as so modified, is in full force and effect) and the date to which the Rent and other charges am paid in advance, if any, and (ii) acknowledging that there are not, to such party's knowledge, any uncured defaults on the part of the other party hereunder, or specifying such defaults if any are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Premises. The requested party's failure to deliver such a statement within such time will be conclusively relied upon by the requesting party that (i) this Agreement is in full force and effect, without modification except as may be properly represented by the requesting party, (ii) there are no uncured defaults in either party's performance, and (iii) no more than one month's Rent has been paid in advance. (h) No Electronic Signature/No Option. The submission of this Agreement to any party for examination or consideration does not constitute an offer, reservation of or option for the Premises based on the terms set forth herein. This Agreement will become effective as a binding Agreement only upon the handwritten legal execution, acknowledgment and delivery hereof by Landlord and Tenant. (SIGNATURES APPEAR ON THE NEXT PAGE] mirr.mm..w 7 menu IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the last date j written below. i WITNESSES: "LANDLORD" r Arthur V. Junge, an Indiviudal. Print Name: By: Print Name: Print Name; M"a Its: Owner Date.. "TENANT" Cellular Telephone Company, d/b/a AT&T Wireless, Print Name: a New York partnership, by LIN Cellular Communications Corporation, a New York corporation, ~~yy its general partner l~lyueciltzt!YK.t+tio By: Print Name: C'hrI S `~TQ mrn c-YLS Print Name: Its: i s N Date: Qiiet.~ /f~ t~ ro V AC /YO 6.AS /'YPJAiR~iQM~Ns [ACKNOWLEDGMENTS APPEAR ON THE NEXT PAGE] M~ g NY~L. TENANT ACKNOWLEDGMENT STATE OFD as: COUNTY OF 1 .19/4 On the _ day of in a ear_ before me, the undersigned, a notary public in and for said i state, personally appeared personally known to me or proved to me on the basis of 1 satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/tho r signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted, executed the instrument. i No Public: my commission E al. NOTARY PUBLIC OF NEW JERSE` LANDLORD ACKNOWLEDGMENT MY COMMISSIONEXPMFEB.20,2009 Y D ) STATE OF NP -W c1K 1 ss: COUNTY OP N1 t On the rL day of L LEI . in the year Afore me, the undersigned, a notary public in and for said state, personally appeared Arthur V. Junge, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted, executed the instrument. ,'I a 1 0 , Notary Public: My Commissio Ecpires. NO LUNAN~NTARY PUaIICBW E OFtVEYY YOAK 110,01NEED2ean QUALIFIED IN SUFFOLK CW Nry MY COLWWON EXPIRES OCTOBER 16, K!Y- M • rrv ~.ea ~e 9 2a EXHIBIT DESCRIPTION OF PREMISES Page _ of _ to the Agreement dated 200,_, by and between Arthur V. Junge, an Individual, as Landlord, and Cellular Telephone Company, d/b/a AT&T Wireless, a Now York partnership, by LIN Cellular Communications Corporation, a New York corporation, its general partner, as Tenant. The Promises are described and/or depicted as follows: ' I Notes; L This "bit may be replaced by a land survey and/or wastruoaon drawings of the promises once received by Tenant 2. ' Any setbook of the pmmism from the Property's boundarim sbell be the distance required by the applicable governmental authorities. 3. Width of aacros mad shall be the width required by the applicable governmental amboritim, including police and fun depMmante. 4. The type, oumber and mounting positions and location of antennae and transmission linen am illuabstive only. Actual types, number and mmmtimg positions may vary 6om what is aMwn above rrr race rd,. f 'eat EYISMIG C3C CA9W17 4-~"- x~ ' I 1 F]OSNNG 120' Z ~7E ' ~FA~I~ ' I NONWO E CO UffyPO1PET8T mm, I I~ II R_ 11 1 GNO ~ I NEV FRWE ' I APPMU ATE LOCATION OF I EIOSTINO PROPERTY IDLE (TV.) ~ I Dcalm BUILDING I l/f~f jf~\ E)MMO TRANSFORMER I I ' 1 I I 1 I I 1 1y~917; - ts~yea'w's' COUNTY ROAD 48 CAM NINTH OVERALL SITE PLAN GRAPHIC SCALE 50' 0 50' APPROXIMATE SCALE: 1" = 50'-0' 4ERO ONWIIVImS. PAGE 1 OF 3 PIWEM 11FVtAATIONi I?PxOY. SCAIE RWW ux I* AT&T i n f a n ' N~ LEASE EXHIBIT PLAN DDlRB ~ C, =3 ZONING O,WL1O1r: nO UU~cto D/21/" SITE I.D. LI-1027 Of 0 AT8,T WIRELESS SERVICES 21855 COUNTRY ROAD 15 ~U wOOM llE EM F 50-M w CUTCHOGUE, NY 11935 -0(1512° ANTENNAS I O #120' ACL 11 AND-0OFF T_A511 W/ANIENi1 MOUK" PPE (5/ TO/RR NFR) 0oSM110 MONOPOLE -EX=N0, ANTENNAS PROPPOSEEDD ATT&TTTApM)ENW 011066 AGL A1J9 0 7770.00 y AND l..00 0 -EXISTM ' 0 3±95 AO N ANTENNA FRAME PLAN VIEW UAT*'AERA xo1 ro wu gWp~ M20'. 010 6 Nmw PRQ°iDSEO cw r DaSTING ICE ORDOE--\ PROPOSED II.E nOF EQWWNT aw#dv FENCE EAST MONOPOLE ELEVATION NOT TO -Sc" ' OWNEN NO1NL4i MIFi Affil INIR4A DAM PAGE 7 Of 3 AT&T AN Nom LEASE EXHIBIT PLAN PAPERY TTA%°Mµ i n f i n i g N ADD=' e n M I n e v r 1 n e mm. SITE I. D. LI-1027 r(MN OF 90 ° ° AT&T WIRELESS SERVICES~,p„ ' AnO8 55 COUNTRY ROAD 16 AFARAMM1° woi~ E `~N 01p-"O CUTCHOGUE, NY 11935 I E%ISfWO C x x x x x z x x x x i EWN 12V MONOPOLE PXBRNC 6XPMENf •'.r • AND CONCRETE: PAO 7-71 F-7 wN. Y1 V p~sm ~ •l. Jan . ATGF [f AY I 5wI taA I Mo osm O(Wl _ 6Y' BREDOE• IXSgNC SNQTPR IK "!y \r t ~h DOM \ • \ S MTER r Sd~1.f h.. ',1 S:r J x At ~.'t 4 Yi w PROPOSED Miff ~x x• x x~ t E EXISTING GATE E70SONC CPNFAATOR ' PYtQA0.SED GOTE . 4WAWN OF AW ECU/PErEN/ ON l0'-0krB=67x6' DUF MWRET£ PAO EWxr NG FENCE CAVED NOUN SITE LAYOUT GRAPHIC SCALE 10, 0 10, APPROXIMATE SCALE: 1" = 10'-0" 'Mr aW DAM DAM PACE R OF 3 g mwxmmt APP% 5"x TAX a Q AT&T i n f i n i gLEXHIBIT PLAN TAX t EA e n g I e r 1 n p m DAM k 0/21/04 S. L1- 1027 'AT&T WIRELESS SERIACES xl" ''Oe JDO~ IDEABi MIDIAND AVENUE °r' F^E 21855 COUNTRY ROAD PARAMUS,ruon6z 160 WO CUTCHOGUE, NY 11935 COMMUNICATIONS SITE LEASE AGREEMENT THIS COMMUNICATIONS SITE LEASE AGREEMENT ("Leese Agreement") dated as of , is made by and between MetmPCS New York, LLC, a Delaware limited liability company ("Lessee'h and Arthur V. Junge, an individual ("Lessor'. RECITALS This Lease Agreement is entered into based upon the following facts, circumstances and understandings: A. Lessor owns certain real properly legally described in Exhibit "A" attached hereto and commonly known as 21855 County Road 48, Cutchogue, NY 11935 Assessor's Parcel Number Section 096, Block 0001, Lot 019.001 ("Lessor's Real Property"). Lessee desires to lease a portion of Lessor's Real Property with any necessary easements over other portions of Lessor's Real Property and/or shared use of Lessor's easements over other real property necessary for Lessee's access and utilities to the leased area (altogether the "Premises"), as described on Exhibit "B" attached hereto. Lessor represents and warrants that it has the right to grant the rights set forth herein and that it has fall rights of ingress to and egress from the Premises from a public roadway, B. Lessee desires to construct and operate a wireless communications site at the Promises. C. Based on the promises set forth herein and on the terms and conditions set forth below, Lessor is willing to lease the Premises to.Lessee for Lessee's proposed use subject to the terms and conditions of this Lease Agreement. WHEREFORE, in consideration of the Premises set forth above and the terms and conditions set forth herein, the parties, intending to be legally bound, hereto agree as follows: 1. Grant of Lease Lessor hereby leases to Lessee the Premises for Lessee's proposed use, subject to the following terms and conditions for the Term. 2. Permitted Uses. The Premises may be used by Lessee for the operation of a wireless communications site. Under this Lease Agreement, Lessee may install, place, use and operate on the Promises such antennas, radio transmitting and receiving equipment, conduits, wires, batteries, back-up generators, utility lines and facilities,. supporting structures, storage facilities, telephone facilities, microwave equipment, and related equipment (collectively "Lessee's Facilities") as Lessee deems necessary for the operation of its wireless communications site at the Premises. Further, Lessee may perform construction, maintenance, repairs, additions to, and replacement of Lessee's Facilities as necessary and appropriate for its ongoing business and has the right to do all work necessary to prepare, modify and maintain the Premises to accommodate Lessee's Facilities and as required for Lessee's communications operations at the Premises. Site No.: N Y 7314 Page I of 15 Site Addrem:21855 County Rd 48, Cutchogue, NY 11935 EXECUTION COPY 7.2.09 3. Conditions Precedent: Prior Aonrovals. This Lease Agreement is conditioned upon Lessee obtaining all governmental licenses, permits and approvals enabling Lessee to construct and operate wireless communications facilities on the Promises without conditions which are not standard or typical for promises where wireless communications facilities are located. Lessor agrees to cooperate with Lessee's reasonable requests for Lessor's signatures as real property owner on permit applications, for allowing site inspections by governmental agencies required in connection with reviewing permit applications, and for assistance in obtaining such necessary approvals, provided that such cooperation and assistance shall be at no expense to Lessor. 4. Term. The term of this Lease Agreement ("Tenn") shall be five (5) years commencing on the date Lessee begins construction of Lessee's Facilities on the Premises or eighteen (18) months from the date of Rill execution of this Lease Agreement, whichever occurs first ("Commencement Date"). Lessee shall promptly deliver written notice to Lessor of the Commencement Date, Lessee shall have the right to extend the Tenn of this Lease Agreement for four (4) additional terms (each a "Renewal Term") of five (5) years each. The terms and conditions for each Renewal Term shall be the same terms and conditions as In this Lease Agreement, except that the Rent shall be increased as set forth herainbelow. This Lease Agreement shall automatically be extended for each successive five (5) year Renewal Term unless Lessee notifies Lessor In writing of Lessee's intention not to extend this Lease Agreement at least thirty (30) days prior to the expiration of the first Term or any Renewal Term. 5. )wit. (a) Within forty-five (45) days of the Commencement Date, Lessee shall pay I Lessor, as rent, the sum of One Thousand and no/00 Dollars ($1,000.00) ("Rent") per month. Rent shall r be payable on the first day of each month, in advance, to Lessor or Lessor's alternate payee specified in 1 Section 22, Notices and Defiveriea. If the Commencement Date of this Lease Agreement is other than the first day of a calendar month, Lessee may pay on the first day of the Term the prorated Rent for the remainder of the calendar month in which the Term) commences, and thereafter Lessee shall pay a full month's Rent on the first day of each calendar month, except that payment shall be prorated for the final fractional month of this Lease Agreement, or if this Lease Agreement is terminated before the expiration of any month for which Rent should have been paid. Rent shall be increased on each anniversary of the Commencement Date by an amount of three percent (3%) of the Rent for the then previous year. (b) Lessee hereby assigns all rights to receive Rent under this Agreement to Arthur V ]unge Inc., a New Hampshire Corporation (the "Assignment"), In the event Lessor revokes the Assignment, Lessor shall immediately notify Lessee pursuant to Paragraph 22 hereunder. Lessor waives all rights of recovery and releases Lessee from any and all claims arising from the Assignment. 6. Due Dilleem Contingency and Pre-Commencement Date Access to Premises. Lessee shall have the right (but not the obligation) at any time following the full execution of this Lease Agreement and prior to the Commencement Date, to enter the Premises for the purpose of making necessary inspections, taking measurements and conducting engineering surveys (and soil tests where applicable) and other reasonably necessary tests to determine the suitability of the Premises for Lessee's Facilities ("Due Diligence'l, and for the purpose of preparing the Premises for the installation or construction of Lessee's Facilities. During any Due Diligence activities or pro-construction work, Lessee shall have insurance which covers such activities as ad forth in Section 16, Insurance. Lessee will notify Site No.: N Y 7314 Page 2 of 15 Site Addross:21855 County Rd 48, Cutchogue, NY 11935 13XBCUTION COPY 7.2.09 Lessor of any proposed tests, measurements or pre-construction work and will coordinate the scheduling of such activities with Lessor. If in the course of its Due Diligence Lessee determines that the Premises are unsuitable for Lessee's contemplated use, then Lessee shall have the right to terminate this Lease Agreement prior to the Commencement Date by delivery of written notice thereof to Lessor as set forth in Section 13, Termination. . 7. Ongoing Aceeas to Premises Throughout the Term and any Renewal Term of this Loose Agreement, Lessee shall have the right of access without escort to the Premises for its employees and agents twenty-four (24) hours a day, seven (7) days per week, at no additional charge to Lessee. In exercising its right of access to the Premises herein, Lessee agrees to cooperate with any reasonable security procedures utilized by Lessor at Lessor's Real Property and further agrees not to unduly disturb or interfere with the business or other activities of Lessor or of other tenants or occupants of Lessor's Real Property. Lessor shall maintain all existing access roadways or driveways extending from the nearest public roadway to the Premises in a manner sufficient to allow for Lessee's access to the Promises. Lessor shall be responsible for maintaining and repairing such roadways and driveways at Lessor's sole expense, except for any damage caused by Lessee's use of such roadways or driveways. If Lessee causes any such damage, Lessee shall promptly repair the same at its sole expense, Except those constructed by Lessee, Lessor, not Lessee, shall be responsible for the maintenance and compliance with laws of all towers and structures located on the Premises, including compliance with Part 17 of the Federal Communications Commissions' Rules. 8. Lessee's Work. Maintenance and Revairs. All of Lessee's construction and installation work at the Promises shall be performed at Lessee's sole cost and expense and in a good and workmanlike manner. Lessee shall submit copies of the site plan and specifications to the Lessor for prior approval, which approval will not be unreasonably withheld, conditioned or delayed, Lessor shall give such approval or provide Lessee with its requests for changes within five (5) business days of Lessor's receipt of Lessee's plans, If Lessor does not provide such approval or request for changes within such five (5) business day period, Lessor shall be deemed to have approved the plans. Lessor shall not be entitled to receive any additional consideration in exchange for giving its approval of Lessee's plans. Lessee shall maintain Lessee's Facilities and the Promises in neat and safe condition in compliance with all applicable codes and governmental regulations, Lessee shall not be required to make any repairs to the Premises except for damages to the Premises caused by Lessee, its employees, agents, contractors or subcontractors. Upon the expiration, cancellation or termination of this Lease Agreement, Lessee shall surrender the Premises in good condition, less ordinary wear and tear, however, Lessee shall not be required to remove any foundation supports for Lessee's Facilities or conduits which have been installed + by Lessee. 9. Title to Lessee's Facitltlea. Title to Lessee's Facilities and any equipment placed on the Promises by Lessee shall be hold by Lessee. All of Lessee's Facilities shall remain the property of Lessee and are not fixtures. Lessee has the right to remove all Lessee's Facilities at its sole expense on or before the expiration or termination of this Lease Agreement. Lessor acknowledges that Lessee may enter into financing arrangements including promissory notes and financial and security agreements for the financing of Lessee's Facilities (the "Collateral") with a third party financing entity and may in the future. enter into additional financing arrangements with other financing entities. In connection therewith, Lessor (i) consents to the installation of the Collateral to the extent that the Collateral is part of the approved Lessee's Facilities; (ii) disclaims any interest in the Collateral, as fixtures or otherwise, whether arising at low or otherwise, including, but not limited to any statutory landlord's lien ; and (iii) agrees that the Collateral shall be exempt from execution, foreclosure, sale, levy, attachment, or distress for any Reat Site No.: N Y 7314 Page 3 of 15 Site Addross:21855 County Rd 48, Cutchogue, NY 11935 EXECUTION COPY 7.2.09 due or to become due and that such Collateral may be removed at any time without recourse to legal proceedings. 10. II illties Lessee shall have the right to install utilities, at Lessee's expense, and to improve the present utilities on or near the Promises (including, but not limited to the installation of emergency back-up power). Subject to Lessor's approval of the location, which approval shall not be unreasonably withheld, conditioned, or delayed, Lessee shall have the right to place utilities on (or to bring utilities across) Lessor's Real Property in order to service the Premises and Lessee's Facilities. Upon Lessee's request, Lessor shall execute recordable epsement(s) evidencing this right. Lessee shall fully and promptly pay for all utilities furnished to the Premises for the use, operation and maintenance of Lessee's Facilities. Upon Lessee's request, Lessor shall allow Lessee to install sub-metering equipment on existing Lessor utility service(s). Lessee agrees to install, at Lessee's cost, the required equipment, meters and connections and will reimburse Lessor for Lessee's use of utilities at a rate equal to Lessor's unit cost for the utilities. Lessee shall pay the cost of utility service provided to the Premises and attributable to Lessee's use ("Utility Charge"). Lessee shall pay the estimated cost of the Utility Charge monthly in advance. The parties estimate the Utility Charge at the commencement of construction to be Three Hundred and no/00 ($_300.00, per month. During the term of this Lease Agreement, at Lessor's request (which request shall not be more frequent than once every twelve months), Lessee shall calculate the actual Utility Charge for the immediately preceding twelve (12) months based on the readings from the privately installed sub-meter at Lessor's property. If the actual Utility Charge varies from the estimated Utility Charges paid, the parties shall reconcile past payments of utility charges and adjust future estimates of the Utility Charge to reflect Lessee's actual usage. 11. Interference with Communication. Lessee's Facilities and operations shall not interfere with the communications configurations, frequencies or operating equipment which exist on Lessor's Real Property on the effective data of this Lease Agreement ("Pre-existing Communications" and Lessee's Facilities and operations shall comply with all non-interference rules of the Federal Communications Commission ("FCC'7. Upon written notice from Lessor of apparent interference by Lessee with pre-existing Communications, Lessee shall have the responsibility to promptly terminate such interference or demonstrate to Lessor with competent information that the apparent interference in fact is not caused by Lessee's Facilities or operations. Lessor shall not, nor shall Lessor permit any other tenant or occupant of any portion of Lessor's Real Property to, engage in any activities or operations which interfere with the communications operations of Lessee described in Section 2, above. Such interference with Lessee's communications operations shall be deemed a material breach by Lessor, and Lessor shall have the responsibility to promptly terminate said interference. In the event any such interference does not cease promptly, the patties acknowledge that continuing interference will cause irreparable injury to Lessee, and therefore Lessee shall have the right to bring a court action to enjoin such interference or to terminate this Lease Agreement immediately upon notice to Lessor. Lessor agrees to incorporate equivalent provisions regarding non-interference with Pre-existing Communications into any subsequent leases, licenses or rental agreements with other persons or entities for any portions of Lessor's Real Property. 12. Taxes. Lessee shall pay personal property taxes assessed against Lessee's Facilities, and Lessor shall pay when due all real property taxes and all other taxes, fees and assessments attributable to the Premises and this Lease Agreement. 13. Termination. This Lease Agreement may be terminated by Lessee effective immediately without further liability by delivery of written notice thereof to Lessor prior to the Site No.: N Y 7314 Page 4 of 15 Site Address:21855 County Rd 48, Cutchogue, NY 11935 EXECUTION COPY 7.2.09 Commencement Date for any reason resulting from Lessee's Due Diligence, or if a title report obtained by Lessee for Lessor's Real Property shows any defects of title or any liens or encumbrances which may adversely affect Lessee's use of the Premises for Lessee's intended use, or for any other or no reason. This Lease may be terminated without further liability on thirty (30) days prior written notice as follows: (i) by either party upon a default of any covenant, condition, or term hereof by the other party, which default is not cured within sixty (60) days of receipt of written notice of default; (ii) by Lessee if it does not obtain licenses, permits or other approvals' necessary to the construction or operation of Lessee's Facilities ("Permits"), is unable to obtain such Permits without conditions which arc not standard or typical for promises where wireless communications facilities are located or is unable to maintain such licenses, permits or approvals despite reasonable efforts to do so; (iii) by Lessee if Lessee is unable to occupy or utilize the Premises due to ruling or directive of the FCC or other governmental or regulatory agency, including, but not limited to, a take back of frequencies; or (iv) by Lessee if Lessee determines that the Premises are not appropriate for its operations for economic, environmental or technological reasons, including, without limitation, signal strength or interference. Other than as stated herein, Lessor shall not have the right to terminate, revoke or cancel this Lease Agreement. 14. Destruction of Premises. If the Promises or Lessor's Property is destroyed or damaged so as in Lessee's judgment to hinder its effective use of Lessor's Property for the ongoing operation of a wireless communications site, Lessee may elect to terminate this Lease Agreement without further liability of Lessee as of the date of the damage or destruction by so notifying Lessor no more than thirty (30) days following the date of damage or dostruction. In such event, all rights and obligations of the parties which do not survive the termination of this Lease Agreement shall cease as of the date of the damage or destruction. 15. Condemnation. If a condemning authority takes all of Lessor's Real Property, or a i portion which in Lessee's reasonable opinion is sufficient to render the Premises unsuitable for Lessee's ongoing operation of a wireless communications site, then this Lease Agreement shall terminate without thRher liability of Lessee as of the date when possession is delivered to the condemning authority. In any condemnation proceeding each party shall be entitled to make a claim against the condemning authority for just compensation recoverable under applicable condemnation law. Sale of all or part of the Premises to a purchaser with the power of eminent domain in the face of the exercise of its power of eminent domain shall be treated as a taking by a condemning authority. 16. Insurance. Lessee shall maintain the following insurance: (l) Commercial General Liability with limits of One Million Dollars ($1,000,000.00) per occurrence, (2) Automobile Liability with a combined single limit of One Million Dollars ($1,000,000.00) per accident, (3) Workers Compensation as required by law, and (4) Employer's Liability with limits of One Million Dollars ($1,000,000.00) per occurrence. Lessor, at Lessor's sole cost and expense, shall procure and maintain on the Property, bodily injury and property damage insurance with a combined single limit of at least One Million Dollars ($1,000,000.00) per occurrence. Such insurance shall insure, on an occurrence basis, against liability of Lessor, its employees and agents arising out of or in connection with Lessor's use,, occupancy and maintenance of the Property. Each party shall be named as an additional insured on the other's policy. Each party shall provide to the other a certificate of insurance evidencing the coverage required by this paragraph within thirty (30) days of the Commencement Date. Each party waives any rights of recovery against the other for injury or loss due to hazards covered by their property insurance, and each party shall require such insurance policies to contain a waiver of recovery against the other. Site No.: N Y 7314 Page 5 of 15 Site Address:21855 County Rd 48, Cutchogue, NY 11935 EXECUTION COPY 7.2.09 I 17. Assignments or Transfers. Lessor may assign or transfer this Lease Agreement to any person or entity without any requirement for prior approval by Lessee, provided that such assignee or transferee agrees in writing to fulfill the duties and obligations of the Lessor in said Lease Agreement, including the obligation to respect Lessee's rights to nondisturbance and quiet enjoyment of the Premises during the remainder of the Term and any Renewal Term hereof Lessee may assign or transfer this Lease Agreement without prior approval by Lessor to any of Lessee's partners, shareholders, members, subsidiaries, or affiliates, to any entity in which Lessee or any of its affiliates holds an ownership interest, or to a person or entity acquiring by purchase, merger or operation of law a majority of the value of the assets of Lessee or to any entity whose business is the ownership of telecommunication towers. Lessee shall not assign or transfer this Lease Agreement to any other person or entity without the prior written approval of Lessor, which approval shall not be unreasonably withhold, conditioned, or delayed, Lessee may assign or transfer this Lease Agreement upon written notice to Lessor provided that any such assignee assumes all of Lessee's obligations hereunder. Notwithstanding anything to the contrary contained in this Agreement, Lessee may assign, mortgage, pledge, hypothecate or otherwise transfer without consent its Interest in Us Agreement to any financing entity, or agent on behalf of any fmancing entity to whom Lessee (i) has obligations for borrowed money or in respect of guaranties thereof, (ii) has obligations evidenced by loans, bonds, debentures, notes or similar instruments, or (iii) has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof. 18. Subleases . Lessee at its sole discretion shall have the right; without any need to obtain the consent of Lessor, to license or sublease all or a portion of the Premises and the Lessee's Facilities to others whose business includes the provision of wireless communication services. Lessee's licensee(s) and sublessee(s) shall be entitled to modify the Lessee's Facilities and to erect additional improvements on the Premises Including but not limited to antennas, dishes, cabling, additional storage buildings or equipment shelters as are reasonably required for the operation and maintenance of the communications equipment to be installed on the Promises by said Heensee(s) and sublessee(s). Lessee's licensee(s) and sublessees) shall be entitled to all rights of ingress and egress to the Premises and the right to install utilities on the Premises as if said licensee or sublessee were the Lessee under this Lease Agreement. 19. Nondlsturbance and Quiet Enjoyment, 8ubordlnaHon Eetommel Certificates. (a) So long as Lessee is not in default under this Lease Agreement, Lessee shall be entitled to quiet enjoyment of the Premises during the term of this Lease Agreement or any Renewal Terre, and Lessee shall not be disturbed in its occupancy and use of the Promises. (b) This Lease Agreement shall be subordinate to each and every deed of trust, mortgage or other security instrument which may now or hereafter affect Lessor's Real Property and to any renewals, extensions, supplements, amendments, modifications or replacements thereof. In confirmation of such subordination, Lessee shall execute and deliver promptly any certificate of subordination that Lessor may reasonably request, provided that such certificate acknowledges that this Lease Agreement remains in full force and effect, recognizes Lessee's right to nondisturbanco and quiet enjoyment of the Promises so long as Lessee is not in default under this Lease Agreement, only contains true and accurate statements and Lessee's liability shall be capped at the remaining rent under this Lease Agreement. If any mortgagee or lender succeeds to Lessor's interest in Lessor's Real Property through a foreclosure proceeding or by a deed in lieu of foreclosure, Lessee shall attom to and recognize such successor as Lessor under this Lease Agreement. Site No.: N Y 7314 Pago 6 of 15 Site Address:21855 County Rd 48, Cutchogue, NY 11935 EXECUTION COPY 7.2.09 (c) At any time upon not less than ten (10) days' prior written notice by Lessor, Lessee shall execute, acknowledge and deliver to Lessor or any other party specified by Lessor a statement in writing certifying that this Lease Agreement is in full force and effect, if true, and the status of any continuing defaults under this Lease Agreement. 20. Indemnifications. (a) ILassee's Indemnity. Lessee'hereby agrees to indemnify and hold Lessor and Lessor's officers, directors, partners, shareholders, employees, agents, contractors or subcontractors harmless from and against any and all losses, claims, liabilities, damages, costs and expenses (including reasonable attorney's fees and costs) and injuries (including personal injuries or death) arising from or in connection with Lessee's use, operation, maintenance or repair of Lessee's Facilities at the Premises or access over Lessor's Real Property or Lessee's shared use of Lessor's easements for access to the Premises, except those resulting from the negligence or willful misconduct of Lessor or Lessor's officers, directors, partners, shareholders, employees, agents, contractors or subcontractors. (b) J@ssor's IndemnHv. Lessor hereby agrees to indemnify and hold Lessee and Lessee's officers, directors, partners, shareholders, employees, agents, contractors or subcontractors harmless from and against any and all losses, claims, liabilities, damages, costs and expenses (including reasonable attorney's fees and costs) and injuries (including'personal injuries or death) arising from or in connection with Lessor's use, operation, maintenance or' repair of improvements on Lessor's Real Property, Lessor's shared use of easements for access to Lessor's Real Property, any violation of governmental regulations relating to the Premises and any towers used by Lessee (including the lighting or painting for aviation pathways), except those resulting from the negligence or willful misconduct of Lessee or Lessee's officers, directors, partners, shareholders, employees, agents, contractors or ! subcontractors. (c) Survival of Indemnity Provisions, The indemnity provisions of this section shall survive the expiration, cancellation or expiration of this Lease Agreement. 22. Hazardous Materials. Lessee agrees that it will not use, generate, store or dispose of any Hazardous Material on, under, about or within the Lessor's Real Property in violation of any law or regulation. Lessor represents, warrants and agrees (1) that neither Lessor nor, to Lessor's knowledge, any third party has used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazardous Material (defined below) on, under; about or within Lessor's Real Property in violation of any law or regulation, and (2) that Lessor will not, and will not permit any third party to use, generate, store or dispose of any Hazardous Material on, under, about or within Lessor's Real Property in violation of any law or regulation. Lessor and Lessee each agree to defend, indemnify and hold harmless the other and the other's partners, affiliates, agents and employees against any and all losses, liabilities, claims and/or costs (including reasonable attorneys' fees and costs) arising from any breach of any representation, warranty or agreement contained in this paragraph. As used in this paragraph, "Hazardous Material" shall mean petroleum or any petroleum product, asbestos, any substance known by the state in which Lessor's Real Property is located to cause cancer and/or reproductive toxicity, and/or any substance, chemical or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation. This paragraph shall survive the termination of this Agreement Site No.: N Y 7314 Page 7 of 15 Site Address:21855 County Rd 48, Cutchogue, NY 11935 EXECUTION COPY 7.2.09 f 22. Notices and Deliveries. Any notice or demand required to be given herein shall be made by certified or registered mail, return receipt requested, confirmed fax, or reliable overnight delivery service to the address of the respective parties set forth below: Lessor: Arthur V, Junge 418 Moulton Hill Rd Lyman, NH, 03585 Attn: Arthur V. Junge Telephone: 603 838 8982 Facsimile: Federal Taxpayer ID Number: Lessee: MetroPCS New York, LLC 2250 Lakeside Boulevard Richardson, TX 75082 Attn: Property Manager Telephone: 215-265-2550 with a copy Lessor or a for notices or deliveries by written notice to the 23. e Agreement is held to be invalid or uncnforceabl y party, the remainder of this Lease Agreement o those as to whom it is held invalid or uncnforceabl Agreement shall be valid and enforceable hall negotiate in good faith to amend this Lease A unenforceable provisions. d warrants that said party has full power and au ent have full power and authority, to execute and ent constitutes a valid and binding obligation of eept as enforceability may be limited by applicable r other laws affecting the enforcement of creditor's (whether enforcement is sought in proceedings ' ding on and inure to the benefit of the successors an ment shall be deemed to have been waived by a party against whom enforcement of Site No.: N Y Page 8 of 15 Site Addre+s:21855 County Rd 48, Cutchogue, NY 11935 EXECUTION COPY 7.2.09 the waiver is attempted. No custom or practice which may develop between the parties in the implementation or administration of the terms of this Lease Agreement shall be construed to waive or lessen any right to insist upon strict performance of the terms of this Lease Agreement. (d) Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State in which the Promises are located. (e) Attorneys' Fees and Costs. The prevailing party in any legal claim arising hereunder shall be entitled to its reasonable attorneys' fees and court costs. (1) Survival. Terms and conditions of this Lease Agreement which by their sense and context survive the termination, cancellation or expiration of this Lease Agreement will so survive. (g) Memorandum of Leese. Lessor acknowledges that a Memorandum of ' Agreement substantially in the form annexed hereto as Exhibit C will be recorded by Lessee in the Official Records of the County where the Property is located. (h) Entire Agreement, Amendments. This Lease Agreement constitutes the entire agreement and understanding between the parties regarding Lessee's lease of the Premises and supersedes all prior and contemporaneous offers, negotiatlons and other agreements concerning the subject matter contained herein. There are no representations or understandings of any kind not set forth herein. Any amendments to this Lease Agreement must be in writing and executed by duly authorized representatives of both parties, (1) No Presumptions Regarding Preparation of Lease Agreement. The parties acknowledge and agree that each of the parties has been represented by counsel or has had ftdl opportunity to consult with counsel and that each of the parties has participated in the negotiation and drafting of this Lease Agreement. Accordingly it is the intention and agreement of the parties that the language, terms and conditions of this Lease Agreement are not to be construed in any way against or in favor of any party hereto by reason of the roles and responsibilities of the parties or their counsel in connection with the preparation of this Lease Agreement. Site No.: N Y 7314 Page 9 of 15 Site Address:21955 County Rd 48, Cutohogue, NY 11935 MCUTION COPY 7.2.09 l [SIGNATURE PAGE FOLLOWS] I I .v . Site No.: N Y 7314 Page 10 of 15 Site Address:21855 County Rd 48, Cutchogue, NY 11935 EXECUTION COPY 7.2.09 IN WITNESS WHEREOF, the parties have caused this Lease Agreement to be executed by their duly authorized representatives on the dates set forth below and acknowledge that this Lease Agreement is effective as of the date first above written. LESSOR: Arthur V. Jun en i dividu I By; ) ~ "04,t (Signature) Print Name: • V k `e Title: C'9 G? y -C f~ Date: By: (Signature) Print Name: Title: Date: LESSEE: MetroPCS New York a Delaware limited 'A pany By: (Signature) Print Name: Dan Olmetti _ Title; VP-General n er- e w York I Date; Site No.: N Y 7314 Page 1 I of 15 Site Address:21855 County Rd 48, Cutchogue, NY 11935 EXECUTION COPY 7.2.09 1 ,y i EXHIBIT A DESCRIPTION OF LESSOR'S REAL PROPERTY to the Lease Agreement dated , 200 by and between Arthur V. Junge, an individual as Lessor, and MetroPCS New York, LLC, a Delaware limited liability company, as Lessee. Lessor's Property of which Premises ate a part is described as follows: ALL that certain plot, piece or parcel of lass, with the buildings and improvements thereon eroded, shuatq lying and being at 0AohogueN Two of Southold. County of Suffolk and State of New York being more particul* bounded and described as follows. BEGINNING at a point on the northwest One of Middle Road (C.R. 48) 750 fiat more or less southwatorly along sold line item Con's Lane, said point being the southeeet comer, orthe premises heroin described and the southwest sorter of WW now on lbrroody of Ioseph Scheentak RUNNING THENCE 410119 the aoahwest line of Middle Road (C.R. 48) South 25 degrees 52 minutes 30 seconds Wet, 168.17 fast to land of Hanna; RUNNING THENCE along said land Noah 60 dogma 54 minutes 20 seconds West, 25168 faa to land ofthe Town of Southold; RUNNING THENCH along said held North 23 degrees 14 minutes 00 seconds East, 1 Bit I S Ibet to land ofthe patty of the Brat pan; RUNNING THENCE along said lend South 55 degrees 42 minutest 30 seconds Fast, 263.16 foot to the point or place of BEGINNING. Assessors Parcel Number: Section 096, Block 0001, Lot 019.001 r 1 Site No.: N Y 7314 Page 12 of 15 Site Address:21855 County Rd 48, Cutohogue, NY It 935 EXECUTION COPY 7.2.09 i 1 i EXHIBIT B DESCRIPTION OF PREMISES to the Lease Agreement dated 200J by and between Arthur V. Junge, an individual as Lessor, and MetroPCS Now York LLC, a Delaware limited liability company, as Lessee. The Promises consist of those specific areas described/shown below or attached where Lessee's communications antennae, equipment and cables occupy Lessor's Real Property. The Premises and the associated utility connections and access, including easements, ingress, egress, dimensions, and locations as dwor[bed/shown, are approximate only and may be adjusted or changed by Lessee at the time of construction to reasonably accommodate sound engineering criteria and the physical features of Lessor's Real Property. See Attached Drawings (A,Jinal drawing or copy of a property survey or site plan depicting the above shall replace this Exhibit B when initialed by Lessor or Lessor's designated agent and may be modified from time to time when Initialed by both Lessor and Lessee.) Site No.: MY 7314 Page 13 of 13 Site Address:21855 County Rd 48, Cutchogue, NY 11935 EXECUTION COPY 7.2.09 I E .PROPOSED 6ECIRIG PPOX EASTMS FCfBt STACK NEXT TO /OrO SMYSW W W4 CONPAID - . >:~ya; ~ ~ • yt (4 APPROIAMAYE 0 . PROFC,G/6AAMD BINS " STR LOCATION / T . PROPOSED lpf.0 PROM EAST" CSO GABPBT TO 01 GOF1POl117:~, t r I r i f 2 KEY vewewNrPx PLAhI~... SGALn NOT TO SCALE UclmExe 6 E OTHM Cr mw 8'( arNa N RmJ w ewsnNS OttBLE ogre EXI5TINS ALPHA 1001-W SECTOR valoms EOIIR' w (SY OIIBts) MONOPOLE F9LTVSED hew PC8 ANTem (Il'P OF 0 MR MTOF. S TOTNJ FIORM TO FJASTINS MONOPOLE ON FROPOWD T-MRM BRAOITIB O70' EXgnNI SAI'MA S°STOR NEXTEL 5 tum CASnNS CSC CABINET IBC eXISTEN T BRA ECMPwmr TOR (Br 011EItM E>4511 LEY OTNBt5) I sn MLITIE•5 WaSTTNS 41W SATE (1 VAQ I Mmmc,y F m F'fi5 SPS "°D I 1 1 A"om xroR °T roT I a~D 1 PParos>a I I - I FriCPOSED MW MO T.Y41P1®lT ABLE BMWO I I CABIRM (iTP. or 41 Ham® ON RAM U&R I I PROPOSED STM MIL'. ANOIOM TO EXISTMS IB9 CONG M SLAB N W X 00' T4"La I I COFYaND WO S0. FT LEW MEN WUM46W I I I s I I I om n I , ---1--- e© a PaDTeO R I SITE PLAN HO FM GA OM - - - - -i ' Brun r.Ta'.a' FOIn t M TOATE,O ARILIIBCSUJOrhUjMCCLETWGTKN OOaLIMMY VARr TO DATE DESGR PiION B COELTSTMALLmMDODLSAOM(YIKCFEMC42v S ].IM INFCRIATM SM 15 TMa Plt2i A UFS MAY Fe(VMW BT TE MN OE51OL W. Ew" EE NM NW. A LOGDOINIOLI B APFA'MO1ATR FWL LXAOM DtALL OR MMR4®N TVE DF5Y+7AbNEMOP Le-] T MGSb B fdQG®FCRSERNLE iLgNGAN' 414/ NCOBTFWTLTWLW-NM-CM BTO ULALL WMVE LWMOT. 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COAAAL CABLES ROVIEO HONG HEM CABLE ORME 70 "'no Hatiraf 0 a PROPO6eD AVI PCb MOURTED F4~P.O 4) ON PRaPOEEP OTM ev area PROPOSED METRO FOS no RAE5 AWAORM TO CARNET ON aPPORT POt" LOT COO ME BLAB MOLVTIV TO FROF05W SLAB PROPOSED METED PC6 MDRIC LISW IS • N 16'4' COIL'Nffm 110650 iit 1 4'0' PIPE GATE PROPOSED Pew Pce adacoMrOUO VVERMOUND rr ETER mo MEEK CCNURf mom M PROPOSED METRO PM IMDWARaw TF1H4101E CWONT FROM EXEMIM Cw TO DATE DESGR PTION BY PROPOSED n6 CABMEf EQUIPMENT PLAN B V 06/21/09 REVISED COMOUND LAYOUTMT6 SCN2~ 4••I'•0" O Omsk EOUIPMENT PLAN RaP~n 11033 COUNTr ROAD 40 z arzx GROUP.. meil l- e ~ 71866 WUNTY ROAD 40 LE-3 S N 0 F AMW Yam UP CUTCHOWE, NY 11939 ~i Y~.{ev,lertny .D0110. OMM1 i L'.lBtm T\ fM Atli m,mau.auwru.w''O1 O%VST0014 BHo JPs NY1314 ( EXI3IIIJT C MEMORANDUM OF AGREEMENT CLERK: Please return this document to: MetroPCS New York, LLC 5 Skyline Drive, Hawthorne, NY 10532 Arm.. Property Manager This Memorandum of Agreement is entered into on this day of 200 by and between Arthur V.. Jung, an individual with an office at 418 Moulton Hill Rd,. Lyman, NH, 03585 (hereinafter referred to as "Lessor"), and MetroPCS New York LLC, a Delaware limited liability company, with an office at Skyline Drive, Hawthorne, NY 10532 (hereinafter referred to as "Lessee"). 1. Lessor and Lessee entered into a Communications Site Lease Agreement ["Agreement"I on the day of for the purpose of installing, operating and maintaining a communications facility and other improvements. All of the foregoing is set forth in the Agreement. 2. The term of the Agreement is for five (5) years commencing on the date Lessee begins construction of Lessee facility, or eighteen (18) months from full execution of the Lease Agreement, whichever first occurs ("Commencement Date") and terminating gn the fifth anniversary of the Commencement Date, with four (_4_) successive five (5) year options to renew. In no event shall the term of the Agreement exceed thirty-Ave (35) years. 3. The Land which is the subject of the Agreement is described in Exhibit A annexed hereto. M WITNESS WHEREOF, the parties have executed this Memorandum of Agreement as of the day and year first above written. LESSOR: LESSEE: -Arthur V. Juuge a(an) individual MetroPCS New York LLC, a Delaware limited liability company sy: ?4 / ~ e 4 f d t b Name: am: Title: Date: By: Name: Title: Date: ` C V Site No.: NY 7314 Page 14 of IS Site Address:21855 County Rd 48, Cutchogue, NY 11935 EXECUTION COPY 7.2.09 STATE OF COUNTY OF On before me, Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose mama(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacit(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the perton(s) acted, executed the instrument. WITNESS my hand and official seal. (SEAL) Notary Public Exh "b Ot art STATE OF COUNTY OF Sign""t"vivre on before me, Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacit(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. (SEAL) Notary Public Site No.: N Y 7314 Page 15 of 15 Site Address:21855 County Rd 48, Cutchogue, NY 11935 EXECUTION COPY 7.2.09 EXHIBIT E Payment Schedule [ATTACHED HERETO] i ~a is NY Cutchogue BU 806579 EXHIBIT PAYMENT SCHEDULE (Easement) for 806579 Date of Full Execution of Easement: 6/26/2013 11 Consecutive Annual Installment Payment(s) Interest Rate:.0% Purchase Price $1,870,000.00 Down Payment (paid at closing) $200,000.00 Payoff Amount after Down Payment and Prior to 1st Installment Payment $1,670,000.00 Installment Payoff Amount # Payment Principal Interest Installment after current Due Date Payment Installment Payment 1 6/26/14 $151,818.18 $0.00 $151,818.18 $1,518,181.82 2 6/26/15 $151,818.18 $0.00 $151,818.18 $1,366,363.64 3 6/26/16 $151,818.18 $0.00 $151,818.18 $1,214,545.45 4 6/26/17 $151,818.18 $0.00 $151,818.18 $1,062,727.27 5 6/26/18 $151,818.18 $0.00 $151,818.18 $910,909.09 6 6/26/19 $151,818.18 $0.00 $151,818.18 $759,090.91 7 6/26/20 $151,818.18 $0.00 $151,818.18 $607,272.73 8 6/26/21 $151,818.18 $0.00 $151,818.18 $455,454.55 9 6/26/22 $151,818.18 $0.00 $151,818.18 $303,636.36 1o 6/26/23 $151,818.18 $0.00 $151,818.18 $151,818.18 11 6/26/24 $151,818.18 $0.00 $151,818.18 $0.00