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Home My WebLink AboutL 12976 P 83 • I I I I I I I I I I I I I I I I I I I I I I l l I I I l I l I l I I l I l I l I I I I I I I I I I I I I l l I 111111 I I I I 1111111111 IN SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE , Type of Instrument: EASEMENT Recorded: 08/29/2018 Number of Pages : 22 At: 03 : 00 : 19 PM Receipt Number : 18-0161792 TRANSFER TAX NUMBER: 18,-03256 LIBER: D00012976 PAGE : 083 District: Section: Block: Lot: 1000 109.00 02 . 00 017 . 001 EXAMINED AND CHARGED AS FOLLOWS Deed Amount: $38,500 .00 Received the 'Following Fees For Above Instrument Exempt Exempt Page/Filing $110 .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 $200 . 00 NO Transfer tax $154 .00 NO Comm.Pres $0 . 00 NO Fees Paid $509 . 00 TRANSFER TAX NUMBER: 18-03256 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County RECORDED Number of pages 2018 Aug 29 03:00:19 PM ?UDITH A. PASCALE CLERK OF This document will be public SUFFOLK COUNTY record. Please remove all L D00012976 Social Security Numbers P 083 prior to recording. DT# I6-03256 Deed/Mortgage Instrument Deed/Mortgage Tax Stamp Recording/Filing Stamps 3 FEES Page/Filing Fee � Mortgage Amt. 1.Basic Tax Handling 20. 00 2. Additional Tax TP-584 - SubTOtal Spec./Assit. Notation or EA-52 17(County) Sub Total (� r Spec./Add. EA-5217(State) TOT.MTG.TAX �OO Dual Town Dual County R.P.T.S.A. Held forAppointment Comm.of Ed. 5. 00 Transfer Tax _ Affidavit • �. Mansion Tax �� The property covered by this mortgage is Certified Copy or will be improved by a one or two NYS Surcharge 15. 00 � ? family dwelling only. Sub Total YES or NO Other Grand Total If N0, see appropriate tax clause on page# of this instrum n . -a- Q Dist 3701835 1000 10900 0200017001 5 Community Preservation Fund Real Prop- p T S ro, Consideration Amount T Age cY 29-AUG-11153111111� CPF Tax Due $ v Verificati Improved { Satisfactions/Discharges/Releases List Propperty Owners Mailing Address 6 RECORD&RETURN TO: Vacant Land WHEN RECORDED RETURN TO: TD OLD REPUBLIC 161.E AM:POST CLOSING 530 SOUTH MAIN STREET TO SURE 1031 AKRON.ON 44311 TD Mail to:Judith A. Pascale,Suffolk County Clerk 7 Title Company Information 310 Center Drive, Riverhead, NY 11901 Co.NameOL-bC TITLE www.suffolkcountyny.gov/clerk Title# _ 8 Suffolk County Recording & Endorsement Page This page forms part of the attached-TEL�-C-0NNLN1CA77 L(7 04 E*)-F made by: (SPECIFY TYPE OF INSTRUMENT) pkksC r450010 o F The premises herein is situated in C Lure W)6 V-- SUFFOLK COUNTY,NEW YORK. TO In the TOWN of_�rtCQ�i�1E WAV- SKt/TDt1J�2S [[N LSI In the VILLAGE or HAMLET of BOXES 6 THRU S MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDING OR FILING. over Prepared by and when recorded,return to: Tax parcel Number: Blue Sky Towers 11,LLC 1000-109.00-02.00-017.001 86 West Street Suffolk County,NY Chagrin Falls,Ohio 44022 TELECOMMUNICATIONS FACILITY EASEMENT AGREEMENT AND ASSIGNMENT OF EXISTING BUILDING SPACE LICENSES THIS TELECOMMUNICATIONS FACILITY EASEMENT AGREEMENT AND ASSIGNMENT OF EXISTING BUILDING SPACE LICENSES(this"Agreement") is made as of the Effective Date by and between The Presbyterian Church or Society of Cutchogue,a New York religious corporation with an address of 27245 Main Road,Cutchogue,New York, 11935,hereinafter"Grantor"and Blue Sky Towers 11,LLC,a Delaware limited liability company with an address of 86 West Street,Chagrin Falls,Ohio 44022,hereinafter"Grantee": A. Grantor is the owner of certain real property located at 27245 Main Road in the Hamlet of Cutchogue,Town of Southold,County of Suffolk,State of New York as more particularly described in Exhibit A attached hereto and incorporated herein by reference(the "Grantor's Pr_opertY")upon which is located a building (the "Buil 'n "), portions of which are used by tenants pursuant to the occupancy agreements identified on Exhibit C attached hereto and incorporated herein by reference(the "Existin Buildine Soace Licenses" and together with the additional occupancy agreements entered in the future pursuant to this Agreement(the"Additional Building Space Licenses"),the"Building Space Licenses")for the placement of the Communications Equipment(defined below)of such tenants(the"Existing Tenant Equipment"). '114O�� B. Pursuant to A Purchase and Sale Agreement dated November 23,2017,as amended by First Amendment to Purchase and Sale Agreement dated 1*4*' , 2018 between Grantor, as seller,and Grantee,as buyer(collectively,the"Purchase Agreement"),Grantor has agreed to sell to Grantee (i)the exclusive right to all space in,on,over,under and around the Building necessary for the maintenance of the Existing Tenant Equipment and the placement and maintenance from time to time of additional Communications Equipment in,on or around the Building and Grantor's Property and(ii)all assets,rights and improvements owned by Grantor relating to placement of the Existing Tenant Equipment and additional Communications Equipment on the Building and Grantor's Property, including existing Building Space Licenses, antenna support structures, conduits, risers, equipment structures or closets, utility lines and connections and any other property of Grantor used or useful in connection with the Existing Tenant Equipment, additional Communications Equipment and the Building Space Licenses (the "Transferred Assets"). C. In connection with the sale of the Transferred Assets,Grantor has agreed,(i)to grant to Grantee an exclusive easement in,on,over, under and around those portions of Grantors Property and Building in or on which the Existing Tenant Equipment is situated and in,on,over,under and around all other exterior portions of Grantors Property and Building that are able to accommodate additional Communications Equipment,such Existing Tenant Equipment to be depicted in a Survey attached hereto as Exhibit B as adjusted from time to time to reflect additional Communications Equipment,the location of which shall be approved by Grantor as set forth in this Agreement,and in,on,over,under and around such interior portions of the Building and Grantor's Property necessary to support Existing Tenant Equipment and future Communications Equipment and(ii)to grantto Grantee any non-exclusive easements needed to provide for access and utilities to the Communications Equipment. 1 1601928.4CRA012017 I NOW,THEREFORE,on the terms and subject to the conditions set forth in this Agreement, and for the Rent set forth in Section 1.8,the parties agree as follows: i. Basic Terms: This Agreement is made with reference to the following basic terms: 1.1 Effective Date: 1.2 Grantee: Blue Sky Towers 11, LLC,a Delaware limited liability company. 1.3 Grantor: The Presbyterian Church or Society of Cutchogue,a Religious Corporation. 1.4 Easement Premises: (i)All space in, on, over, under and around the Building and Grantor's Property upon which is currently located the Existing Tenant Equipment or necessary for the maintenance of the Existing Tenant Equipment, as such space may be further described in the Existing Building Space Licenses, (ii)all space in, on, over, under and around the Building and Grantor's Property on which is located any portion of the Transferred Assets or necessary for the maintenance of the Transferred Assets, and (iii)all space in, on, over, under and around the Building and Grantor's Property (including, without limitation,conduits,risers,all surface areas of the Building such as the roof and facades and airspace above and around the Building,ground space and all Building and ground space appurtenances)for the placement and maintenance from time to time of additional Communications Equipment so long as Grantee's use of the Building and Grantor's Property does not materially interfere with Grantor's normal use of the Building or Grantor's Property. Grantee's right to an easement in, on, over, under and around all portions of the Building and Grantor's Property for the purposes stated in the recitals to this Agreement are exclusive as described in Section 13. 1.5 Access Easements, if any: Those portions of Grantor's Property and Building more particularly described in Section 3.1 below. 1.6 Utility Easement, if any: Those portions of Grantor's Property and Building more particularly described in Section 3.2 below. 1.7 Term: Forty(40)years,subject to termination as set forth in this Agreement and to the condition that in the event Grantee and any tenants under Building Space Licenses voluntarily cease to use the _ Easement Premises for a period of more than five years(for reasons other than casualty, condemnation or occurrences beyond the control of Grantee and its subtenants), the Easement Premises shall be deemed surrendered. 1.8 Easement Rent: of net revenue(i.e.,revenue less expenses)attributable to any future subtenants of Grantee, payable monthly. if any subtenant identified on Exhibit C abandons its Communications Equipment, terminates its Building Space License or reduces its rent, the Rent will be reduced by the amount required to allow Grantee to retain of the monthly net revenue plus current escalators. Should the aggregate monthly net revenue fall below' plus current escalators,the Rent shall be reduced to$0.00. No Rent will be due and payable until such time as Grantee has added subtenants paying rent under occupancy agreements for the placement of additional Communications Equipment to the Building. 1.9 Grantor's Notice Address: Presbyterian Church or Society of Cutchogue 27245 Main Road Cutchogue,NY 11935 Attn: Barbara McAdams/Pastor Richard King 11601928.4CRA012017 1.10 Grantee's Notice Address: Blue Sky Towers 11, LLC 86 West Street Chagrin Falls,OH 44022 Attention: Tom Remillard Blue Sky Towers I1, LLC 352 Park Street, Suite 106 North Reading, MA 01864 Attn: Legal 2. Grant of Easement. Upon the terms and conditions set forth herein, Grantor hereby grants, bargains,sells and transfers to Grantee an exclusive easement in,to,under and over the Easement Premises. 3. Access and Utility Easements. 3.1 Access Easements. Grantor hereby grants, bargains and conveys to Grantee, its subtenants, and their successors and assigns,and Grantee and its subtenants are hereby given and granted irrevocable,non- exclusive and unconditional easements which Grantor shall maintain in a manner to allow for ingress and egress(vehicular,as applicable,and pedestrian)at all times,twenty-four(24)hours a day,to the Easement Premises over, upon, across and through Grantor's Property and Building and adjoining lands and rights- of-way owned by Grantor as may be required by Grantee and its subtenants for the purpose of erection, installation, operation, maintenance, replacement and removal of the Communications Equipment including any antenna support structures and other necessary appurtenances and for telephone lines and power lines used in connection with the Communications Equipment (the "Access Easements"). Grantee will notify Grantor in advance of its need to install, maintain or repair its cables,wires, related fixtures and Communications Equipment located in the Easement Premises; EXCEPT HOWEVER, in the case of an emergency whereupon notification shall follow. Grantee will use best efforts not to interfere with church services. 3.2 Utility Easements. Grantor hereby grants, bargains and conveys to Grantee, its subtenants, and their successors and assigns,or to such utility company which Grantee shall designate,and Grantee or such utility company is hereby given and granted irrevocable, non-exclusive and unconditional easements twenty-four(24) hours a day for providing utilities to the Easement Premises (hereinafter, the "Utility Easement"). The Utility Easement shall be for the installation, maintenance and operation (whether by Grantee or by Grantee's designated utility company)of necessary utilities from the point of connection with the utility company's distribution network to Grantee's or its subtenants' Communications Equipment located on the Easement Premises. The Utility Easement shall be sufficient for providing the applicable utility services to the Easement Premises. It is understood that Grantee and the utility company providing utility services shall have access to all areas of the Easement Premises,Grantor's Property,the Building and rights-of-way owned by Grantor as necessary for the installation, maintenance and/or repair of such utility services provided that such access does not materially interfere with Grantor's normal use of Grantor's Property, the Building or rights of way owned by Grantor. Grantee will notify Grantor in advance of its need to install,maintain or repair its cables,wires,related fixtures and Communications Equipment located in the Easement Premises;EXCEPT HOWEVER,in the case of an emergency whereupon notification shall follow. 3.3 Utility Lines. Grantee and its subtenants may have electrical current meters installed on the Easement Premises. Grantee shall have the right to run the utility lines directly or in such a manner as may be reasonably necessary from the utility source to the Communications Equipment including the right to install cables and wires in and through the existing raceways, elevator shafts, or other areas within and between the Easement Premises, including but not limited to the space and areas between the 11601928ACRA012017 3 0 Communications Equipment and the Grantors roof or other surface areas of the Building; provided, however,Grantor shall have the right to approve the location and manner of installation of such cables and wires but such approval shall not be unreasonably withheld or delayed. The cost of such meter and the installation, maintenance and repairs thereof shall be paid by Grantee or its subtenants. Grantee and any utility company providing services to Grantee shall have access to all portions of the Easement Premises, Grantor's Property, the Building or other adjacent or adjoining land of Grantor as is reasonably necessary for the installation, maintenance and/or repair of such utility services provided that such access does not materially interfere with Grantor's normal use of Grantor's Property, the Building or such adjoining or adjacent land. Grantee will notify Grantor in advance of its need to install, maintain or repair its cables, wires, related fixtures and Communications Equipment located in the Easement Premises; EXCEPT HOWEVER, in the case of an emergency whereupon notification shall follow. Grantee will use best efforts not to interfere with church services. 4. Building Space Licenses. 4.1 Assignment of Existing Building Space Licenses. Grantor hereby transfers and assigns to Grantee as of the Effective Date all of its right,title and interest in,to and under the Existing Building Space Licenses and any amendments thereto, including without limitation,all rents,security deposits and other monies due to Grantor. Grantor and Grantee intend that this Agreement serve as an absolute assignment and transfer to Grantee of all rents and other monies due Grantor pursuant to the Existing Building Space Licenses. Grantee assumes the obligations and liabilities of Grantor under the Existing Building Space Licenses only to the extent that such obligations and liabilities(i)are not the responsibility of the Grantor pursuant to the terms of this Agreement and(ii)accrue on or after the Effective Date. It is specifically agreed that Grantor will retain and continue to be responsible for the provisions of the Existing Building Space Licenses that can only be satisfied by Grantor as owner of the Building including without limitation (a) obligations relating to the ownership and use of Grantor's Property and Building, (b)all maintenance and repair obligations relating to the Building and Grantor's Property, (c)the payment of real property taxes, (d) any covenant or obligation of Grantor relating to the environmental condition of the Building or Grantor's Property and (e)any procedure established under the Existing Building Space Licenses to provide access to the Building. 4.2 Additional Building Tenants. To facilitate Grantee's right to place and maintain from time to time additional Communications Equipment on the Building, Grantor hereby irrevocably grants to Grantee the authority to negotiate and consummate Additional Building Space Licenses (which Additional Building Space Licenses in form consistent with industry standards for placement of Communications Equipment in,on or around buildings similar to the Building). Grantor ratifies and acknowledges the right of Grantee to enter into such agreements, and Grantor shall be bound by such agreements throughout and after the termination of this Agreement for any reason. 5. Term. 5.1 Term. The term of this Agreement shall be as provided in Section 1.7, commencing on the Effective Date and subject to termination only as provided in this Agreement(the "Term"). 6. Easement Rent. 6.1 Grantee covenants and agrees to pay to Grantor on a monthly basis during the Term the Rent set forth in Section 1.8. Rent shall be payable to Grantor on the last day of each month (with respect to subtenant rent collected during that month) at the address designated in Section 1.9 hereof or at another address designated by Grantor in accordance with Section 25. 1 1601928.40 RAO 12017 4 6.2. [Intentionally Omitted]. 7. Use. Grantee shall use the Easement Premises for the purpose of installing, constructing, maintaining, repairing, replacing and operating such Communications Equipment reasonably required by Grantee and its subtenants for use as a telecommunications facility and any other incidental activities or activities relating thereto as may be required or permitted by applicable laws, rules, regulations or guidelines. As used in this Agreement, "Communications Equipment" shall include but is not limited to the following equipment,whether owned by Grantee or any of its subtenants:(a) antenna support structures (including towers) and building(s) and cabinets to house equipment, including generators, necessary to operate the equipment; (b) flexible coaxial transmission lines between antennas and telecommunications equipment; (c)radio communication antennas and equipment consisting of transmitters, receivers and accessories; (d)a fence to enclose all improvements, including the antenna support structures (including towers), buildings, cabinets and all equipment;and(e)any and all equipment,supplies or materials related to the foregoing. All improvements constructed or installed by Grantee upon the Easement Premises shall be at Grantee's expense. Grantor grants Grantee and its subtenants the right to use Grantor's Property,the Building and any land adjoining and adjacent to the Easement Premises as is reasonably required for the construction, installation, maintenance, repair, replacement and operation of the Communications Equipment. Grantee,or any assignee or subtenant of Grantee,may construct or erect such additional storage structures or otherwise add or modify its Communications Equipment or telecommunications equipment, as the case may be, on the Easement Premises as reasonably required for the maintenance or operation of the Communications Equipment,or any telecommunications equipment of an assignee or subtenant. Unless otherwise permitted under the Existing Building Space Licenses, any additional Communications Equipment shall be subject to prior written approval of plans by Grantor, which will not be unreasonably withheld,conditioned,or delayed. On the date which is ten(10)business days after actual delivery of any request with receipt verified(either by return receipt or signature accepting delivery for a reputable courier) for approval plans, such request shall be deemed approved unless Grantor provides to Grantee such proposed reasonable changes as Grantor may request in writing, the parties agree to promptly confer and attempt to resolve any disagreements regarding the same. However, no work shall be commenced under such plans unless and until the parties resolve their disagreement, Grantor agrees to the plan or a modified plan in writing, or Grantor's changes or objections are deemed unreasonable by a court of competent jurisdiction. The request from Grantee must specify the deadline for approval. Grantor's approval of plans described herein shall apply to equipment changes proposed by which are not otherwise permitted under the Existing Building Space Licenses as well as the initial installation under any Additional Building Space Licenses. Except as may be permitted under the Existing Building Space License, all additional Communications Equipment shall be concealed within the church steeple or located within the existing ground space depicted in Exhibit B attached hereto unless authorized by the prior written consent of Grantor. Except to the extent that obligations are imposed on the building occupants by the Building Space Licenses,Grantor shall be solely responsible for the maintenance of Grantor's Property and the Building. 8. Insurance. Grantee shall,at its expense,maintain during the Term,comprehensive general liability and property liability insurance with liability limits of not less than One Million Dollars ($1,000,000.00) for injury to or death of one or more persons in any one occurrence, and Five Hundred Thousand Dollars ($500,000.00) for damage to or destruction of property in any one occurrence. Grantor shall be named as an additional insured,as its interest may appear,and the policies shall contain cross liability endorsements. Grantee may carry said insurance under a blanket policy. Grantee shall deliver to Grantor, upon request, certificates evidencing the existence and amounts of such insurance. No policy shall be cancelable or subject to reduction of coverage except after ten(10)days prior written notice to Grantor. 9. Termination. In addition to other rights of termination Grantee may have under this Agreement, Grantee shall have the right to terminate this Agreement at any time if the approval(s) (including any required renewal(s)or extension(s))of any agency,board,court,or other governmental authority necessary l 1601928ACRA012017 5 for the construction and/or operation of the Communications Equipment or any other intended and permitted use of Grantee or its subtenants of the Easement Premises cannot be obtained,or is revoked or if Grantee in its sole discretion determines that the cost of obtaining or retaining such approval(s) is cost prohibitive or commercially unreasonable. Grantee shall give Grantor thirty (30) days written notice of termination of this Agreement under this Section 9. Upon termination, neither party shall have any further obligation to the other under the terms of this Agreement. Grantee agrees to remove the Communications Equipment from the Easement Premises within one hundred and eighty(180) days following termination, and further agrees to restore the portions of the Easement Premises occupied by Grantee, to the extent practicable, to its original condition, normal wear and tear, damage by storm, fire, lightning, earthquake and other conditions beyond Grantee's control excepted. This Agreement may not be terminated by Grantor. 10. Defaults and Remedies: (a) Notwithstanding anything in this Agreement to the contrary,Grantee shall not be in default under this Agreement for the failure to perform obligations under this Agreement for the payment of money until fifteen(15)days after receipt of written notice from Grantor specifying the payment due,and neither Grantor or Grantee shall be in default under this Agreement for failure to perform any other obligation under this Agreement until thirty(30)days after receipt of written notice of the act or omission constituting the default; provided, however, where any such non-monetary default cannot reasonably be cured within thirty(30)days,neither party shall be deemed to be in default under this Agreement if such defaulting party commences to cure such default within said thirty (30) day period and thereafter diligently pursues such cure to completion. (b) Should Grantee fail to perform any obligations under this Agreement for the payment of money within the fifteen(15)day period provided in paragraph 10(a)above or breach any material term or covenant in this Agreement, and such breach shall continue uncured thirty(30) days following the receipt of written notice, as provided in paragraph 10(a)above, Grantor may seek specific performance or actual damages or invoke any other remedies available in law or in equity except for termination of this Agreement. (c) Should Grantor breach any material term or covenant in this Agreement or fail to perform any obligation under this Agreement,and such breach shall continue uncured thirty(30)days following the receipt of written notice, as provided in paragraph 10(a)above, Grantee may terminate this Agreement effective upon receipt of written notice by Grantor or, at its option, cure such default including but not limited to payment of mortgage,tax obligations or other encumbrances. All costs and expenses of any such Grantee performance shall be reimbursed upon invoice therefore and, or abated from any Rent due to Grantor until Grantee is reimbursed in full. 11. Taxes. Grantor acknowledges that a portion of the purchase price delivered by Grantee to Grantor pursuant to the Purchase Agreement 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 (the "Taxes") attributable to Grantor's Property and this Agreement. Without limiting the foregoing, except to the extent Taxes are the obligation of tenants under the Building Space Licenses, Grantor shall be solely responsible for the payment of such Taxes. Within ten (10) days of receiving a request from Grantee,Grantor shall furnish to Grantee a copy of each bill for any such Taxes and evidence of Grantor's payment of such bill. In the event that Grantor fails to pay any Taxes when due,Grantee shall have the right, but not the obligation, to pay such Taxes on behalf of Grantor after Grantee gives Grantor thirty(30) day written notice. Grantor shall reimburse Grantee for the full amount of such Taxes paid by Grantee on Grantor's behalf within five(5)business days of Grantor's receipt of an invoice from Grantee. l 1601928.4CRA012017 6 12. Tests. Throughout the Term,Grantee and its subtenants shall have the right to conduct survey,soil, radio coverage, and environmental tests and conduct any other investigations needed to determine if the Easement Premises is suitable for the construction, installation, operation, maintenance, repair and replacement of the Communications Equipment. 13. Exclusive Rights, Non-Interference. During the Term, Grantor will not grant a lease, license, or easement or transfer or convey any other interest in Grantor's Property or Building upon which the Easement Premises is located or any other property owned by Grantor contiguous to the property upon which the Easement Premises is located to any party for the purposes of operating Communications Equipment or to any party if such lease, transfer or conveyance would in any way adversely affect or interfere,in Grantee's reasonable but sole discretion,with any Communications Equipment or the operation of the Easement Premises, it being mutually agreed the Grantee shall have the sole and exclusive right to install, operate and maintain Communications Equipment on Grantor's Property and Building pursuant to the terms of this Agreement. 14, Fixtures. Grantor covenants and agrees that notwithstanding any contrary provision of statutory or common law, no part of the improvements, including without limitation,the Communications Equipment, constructed, erected or placed by Grantee or subtenants on the Easement Premises shall be deemed by Grantor to be or become affixed to or a part of the Easement Premises, it being the specific agreement of Grantor and Grantee that all improvements of every kind and nature constructed, erected or placed by Grantee or any subtenants on the Easement Premises shall be and remain the personal property of Grantee or its subtenants and shall be removed by Grantee as provided in this Agreement. Grantee agrees to save Grantor harmless on account of claims or mechanic's, materialman or other liens imposed upon the Easement Premises in connection with any alterations,addition,or improvements to the Easement Premises made by Grantee, Grantee's agents, employees, contractors or subtenants. Such claims and liens shall be removed or bonded from the Premises within sixty(60) days from written notice from Grantor to Grantee thereof. 15. Assignment. Grantee may assign, transfer or otherwise encumber all or any part of the Easement Premises without the prior consent of Grantor provided that such assignee assumes in full all of Grantee's obligations under this Agreement. Grantee shall also have the right to sublet the Easement Premises without the prior consent of Grantor. 16. Governmental Condemnation or Taking. In the event that any governmental,quasi-governmental agency or other public body exercises its power of eminent domain and thereby takes all or part of the Easement Premises or adjoining or adjacent property subject to an easement hereunder, apportionment thereby making it physically or financially unfeasible, as determined by Grantee in its sole discretion, for the Easement Premises to be used in the manner it was intended to be used by Grantee under this Agreement, Grantee shall have the right to assert a claim against the condemning agency for the portion attributable to Grantee's interest in the Easement Premises and to terminate this Agreement effective as of the date the condemning agency takes possession and the rental shall be equitably prorated. If only a portion of the Easement Premises is taken by eminent domain, and Grantee does not elect to terminate this Agreement under this provision, then this Agreement shall continue. Grantee reserves its right under paragraph 17. 17. Damage or Destruction. (a) Grantor acknowledges and agrees that it is extremely important that Grantee and its subtenants maintain continuous operation of the Communications Equipment on the Easement Premises. Therefore, in the event of any damage to or destruction of the Easement Premises, or any condemnation thereof,which renders the Communications Equipment inoperable or unusable,Grantee and its subtenants shall have the right, at its option, to construct or install temporary facilities, including temporary or 11601929.4CRA012017 7 replacement antennae, if necessary, elsewhere on the Easement Premises on either the Grantor's Property or Building, in such location as may be reasonably acceptable to Grantor and in a manner which will not interfere with any repair or reconstruction efforts, in order to continue operation of the Communications Equipment. Grantor shall allow Grantee and its subtenants to install such additional equipment and fixtures, including but not limited to, antennas, cables, wires, and shall permit Grantee and its subtenants access, repair and maintenance rights as may be necessary to allow Grantee and its subtenants to operate and maintain such temporary facilities until the Easement Premises have been sufficiently repaired to permit use of the Communications Equipment on its prior location on the Easement Premises, or until a substitute permanent location on the Easement Premises that does not materially interfere with Grantor's normal use of the Building or Grantor's Property has been chosen by Grantee and a substitute permanent facility has been completed. (b) If the Easement Premises are repaired, Grantee and it subtenants shall have the right to construct and install replacement Communications Equipment, including, but not limited to, the antenna support structures,antennae,cables,conduits,poles,wires and electronic or other equipment,in and on the repaired Easement Premises, in substantially the same location and manner as prior to the occurrence of the damage or at another location on the Easement Premises provided that such relocation does not materially interfere with Grantor's normal use of Grantor's Property or the Building. It is the intention of the parties that Grantee and its subtenants shall be able to maintain continuous operation and use of the Existing Tenant Equipment and any future Communications Equipment throughout the Term. (c) If Grantee elects to continue operation of the Existing Tenant Equipment pursuant to this paragraph, this Agreement shall not terminate on account of such damage, destruction or condemnation, but shall continue in effect. Rent and Grantee's other obligations under this Agreement shall be equitably abated or adjusted to account for any damage, destruction or reduction of the Easement Premises or the conditions under which Grantee's temporary or replacement facilities are being used and operated, commencing from the date of damage, destruction or condemnation and continuing during the period of such repair or restoration. 18. First Right of Refusal. In the event Grantor proposes to enter into a transaction or series of transaction that would involve the transfer to an unrelated third party of any of Grantor's rights hereunder Grantor shall, prior to entering into any such transaction, communicate the terms of such proposed transaction to Grantee and offer to sell and assign to Grantee Grantor's rights hereunder upon the same terms and conditions, including any financing terms, as such rights would be sold to the third party in the proposed transaction. Grantee shall have thirty(30)days from receipt of said notice from Grantor to accept said offer in writing. If Grantee accepts Grantor's offer within thirty (30) days, Grantor shall be bound to sell the relevant rights to Grantee,and Grantee shall be bound to purchase the relevant rights from Grantor, in accordance with the written notice. If Grantee fails to exercise such right of first refusal within the stated time, Grantor may sell its relevant rights hereunder subject to any and all terms and conditions of this Agreement; provided, however, that if the terms of sale change and if Grantor has not sold or transferred title to such property within ninety (90) days of the date of Grantor's written notice to Grantee, any such sale and transfer of title shall again be subject to Grantee's said right of first refusal. Grantee's right of first refusal shall continue in effect as to any subsequent proposed sale by the current Grantor or by any transferee. In no event may any proposed transaction contemplated in this Section adversely affect Grantee's rights hereunder or lessen the obligations of Grantor or any proposed transferee hereunder, regardless of whether or not Grantee exercises its purchase rights as described above. 19. Consents and Approvals. Grantee and/or its subtenants shall maintain the permits necessary for the Communications Equipment. Upon execution of this Agreement, Grantor agrees to cooperate with Grantee in all respects in connection with any application made by Grantee, in the name of Grantor,to any governmental authority for any license, permit or approval or renewal thereof. Procurement of licenses, 1 1601928.4CRA012017 8 permits and/or approvals necessary for the construction, maintenance and operation of Grantee's or its subtenants' Communications Equipment shall be made at Grantee's expense, and Grantor shall have no obligations with respect thereto. Whenever the consent or approval of either party is required or a determination must be made by either party under this Agreement, no such consent or approval shall be unreasonably withheld,denied or delayed, and all such determinations shall be made on a reasonable basis and in a reasonable manner. 20. Quiet Possession; Maintenance of Grantor's Property. Grantor hereby covenants that Grantee is seized and possessed of a valid easement estate in and to the Easement Premises, that Grantee shall have quiet and peaceable possession of the Easement Premises, that Grantor shall defend title to the Easement Premises for and on behalf of Grantee, and that Grantor shall provide such further assurances of title as may be necessary or appropriate. Grantor further agrees to maintain Grantor's Property and the Building. Without limiting the foregoing, except to the extent maintenance is the obligation of tenants under the Building Space Licenses,Grantor shall be solely responsible for the maintenance of Grantor's Property and Building. If the foregoing covenant of quiet possession or promise to maintain Grantor's Property and Building shall be breached, Grantor shall be liable to Grantee for all damages incurred as a result of such breach. 21. Debt Security. Grantor covenants and agrees that,without the prior consent of Grantor,at all times during the Term, Grantee shall have the right to mortgage or convey by deed of trust, deed to secure debt or other instrument adequate for the purpose of securing any bona fide indebtedness or evidence thereof, this Agreement or the easement holder's interest of Grantee created hereby, together with all of Grantee's right, title, and interest in and to the improvements hereinafter constructed, erected, or placed on the Easement Premises by Grantee, provided that no such mortgage, conveyance or encumbrance, nor any foreclosure thereof, nor any purchase thereunder,shall impair or abridge"the rights of Grantor,as provided herein. 22. Estoppel Certificates, Grantor's Acknowledgment of Rights, and other Similar Documents. Both parties agree that they will from time to time,within ten(10)days after request by the other party, execute and deliver an estoppel certificate,a party's acknowledgement of rights or other similar statement,in a form that is reasonably acceptable to both Grantor and Grantee certifying that (i)this Agreement is unmodified and in full force and effect(or if there have been modifications,that the same is in full force and effect as so modified); (ii)stating the dates to which Rent and other charges payable hereunder have been paid; (iii)stating that Grantee is not in default hereunder(or if Grantor alleges a default stating the nature of such alleged default);and(iv) acknowledging the rights of Grantee,Grantee's mortgagee or assignee,if any,and further stating such other matters as Grantee,Grantee's mortgagee or assignee shall reasonably require. 23. Subordination. If the Easement Premises is and shall be subject and subordinate to a mortgage, deed of trust or deed to secure debt in favor of Grantor's lender, Grantor shall provide to Grantee a non- disturbance agreement in the form attached as Exhibit 7.4(b)to the Purchase Agreement. 24. Environmental Matters. The operation of Grantor's Property and Building has met, in all material respects, the applicable laws and regulations of all federal, state, and local government authorities having jurisdiction, including,without limitation,all requirements pursuant to environmental protection,health,or safety laws and regulations (including the disposal of hazardous substances and solid wastes). Neither Grantor nor any of its agents or affiliates have, in connection with the operation of Grantor's Property, ever generated, stored, treated, transported, handled, disposed of, or released any hazardous substance or solid, liquid, or gaseous waste in a manner that would give rise to any material liability under any statute or governmental regulation. Grantor is not a"potentially responsible party," as defined in the Comprehensive Environmental Response,Compensation and Liability Act of 1980 or under any comparable state or local 1 1601928.aCRA012017 9 . I statute, in connection with any past or present waste disposal practices undertaken by it or on its behalf during its ownership or occupancy of Grantor's Property. 25. Notices. Notices will be effective if and when sent by registered or certified U.S.mail return receipt requested or reputable same-day or overnight courier,postage prepaid or otherwise accounted for by sender, and sent to the addresses set forth in Sections 1.9 and 1.10 above. Any party may change the address to which notices are to be addressed by giving the other party notice in the manner set forth in this Section 25. 26. Entire Agreement and BindingEffect.ffect. The Purchase Agreement,this Agreement and any attached Exhibits constitute the entire agreement between Grantor and Grantee. No prior written or prior, contemporaneous or subsequent oral promises or representations shall be binding. This Agreement shall not be amended or changed except by written instrument signed by authorized representatives of the parties hereto. The provisions of this Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties. 27. Due Authorization. If Grantor is a corporation, partnership or limited liability company, the undersigned represents that he or she is a duly authorized to execute this Agreement and bind Grantor to the terms hereof.. 28. Counterparts. This Agreement may be executed in any number of counterparts,each of which shall be an original,but all of which together shall constitute but one instrument. 29. Recording of Easement. Grantee, at its sole expense,shall have the right to file this Easement and Assignment of record in the county and state where the Easement Premises is located after redacting Section 1.8 and the rental rate information on Exhibit C. 30, Further Assurances. Grantor will, from time to time after the date of this Agreement, upon the reasonable request of Grantee, execute and deliver all such further documents and assurances as may be reasonably required to transfer to and to vest in Grantee all interest of Grantor in and to the Easement Premises,the Access and Utility Easements and Building Space Licenses and to protect the right,title, and interest of Grantee in and to such interests. Grantor further agrees to sign such reasonable documents to evidence its agreement to be responsible under Additional Building Space Licenses for certain obligations that can only be satisfied by Grantor as owner of the Building including without limitation(a) obligations relating to the ownership and use of Grantor's Property and Building, (b) all maintenance and repair obligations relating to the Building and Grantor's Property, (c)the payment of real property taxes, (d)any covenant or obligation of Grantor relating to the environmental condition of the Building or Grantor's Property and(e)any procedure established under Building Space Licenses to provide access to the Building. 31. Time is of the Essence. Time is of the essence of this Agreement and each and all of its provisions. 32. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the state in which the Easement Premises is located. 33. Severability. If any term,covenant,condition or provision of this Agreement or application thereof shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and shall be valid and enforceable to the fullest extent permitted by law. 34. Waiver. No failure or delay of the parties hereto to exercise their rights hereunder or to insist upon the strict compliance with any obligation imposed hereunder,and no course of dealing or custom or practice of either party hereto at variance with any term hereof, shall constitute a waiver or a modification of the terms hereof or the right to demand strict compliance with the terms hereof. 1 1601928.4CRA012017 10 35. Covenant Running with the Land. The provisions of and covenants contained in the Agreement and this Agreement shall run with the land and shall bind and inure to the benefit of Grantor, Grantee and their respective successors, heirs and assigns. 36. Indemnification By Grantor. After the Effective Date,Grantor agrees to indemnify Grantee against any loss, cost, liability, or expense (including, without limitation, costs and expenses of litigation and, to the extent not prohibited by law, reasonable attorney's fees) (all of which are referred to as "Losses") incurred by Grantee by reason of, resulting from, or arising out of (a) the incorrectness of any of the representations or warranties, or the breach of any of the covenants or agreements of Grantor contained in this Agreement or in any other instrument executed or delivered by Grantor in connection with this Agreement or given on or before the Effective Date; (b)Grantor's breach, on or before the Effective Date, of any agreements with third parties;(c)Grantor's operation of the Property on or before the Effective Date; or(d)the assertion against Grantee of any liability of Grantor. 37. Indemnification By Grantee. After the Effective Date,Grantee agrees to indemnify Grantor against any losses incurred by Grantor by reason of, resulting from, or arising out of(a)the incorrectness of any of the representations or warranties, or the breach of any of the covenants of Grantee contained in this Agreement or given on the Effective Date;(b)Grantee's breach,after the Effective Date or(c) the assertion against Grantor of any liability of Grantee. 38. In the event that there is a conflict between this document and the previously executed Purchase and Sale agreement, then the Purchase and Sale agreement shall control. [Signatures are on the following page] 11601928.4CRA012017 11 Executed by the parties'duly authorized representatives as of the Effective Date. GRANTOR: The Presbyterian Church or Society of Cutchogue,a Religious Corporation By: Nam : Barbara McAdam TitleTrustee 1 STATE OF NEW YORK ) SS: COUNTY OF SUFFOLK } On this f day of May , 2018 before me, the undersigned Notary Public, personally appeared Barbara McAdam , 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 s/he executed the same in his/her capacity as authorized Trustee of The Presbyterian Church or Society of Cutchogue, a Religious Corporation and that by his/her signature on the instrument executed the instrument. In witness whereof, I hereunto set my hand and official seal. Notary Public es: (SEAL) Notary IPubk Std of Now York No.4963U9,&ftI k Ca>irq Oc�—eL Cammissian Expires Mara 12, CZ [Signatures continued on the following page} 11601928.4CRA012017 12 Tj Trustees of resbyterian Church or Socie of Cutchogue,a Rell i us Corporation By: Name: Tit TATE OF NEW YORK ) SS: COUNTY OF FOLK ) On this day of , 2018 before me, the undersigned N Public, personally appeared ,personall wn to me or proved to me on the basis of satisfactory evidence a the individual whose n is subscribed to the within instrument and acknowledged to me that s/he a uted the s n his/her capacity as o rustees of the Presbyterian Church or Society of Cuichogue, a Religious Corporation and tha is/her sl ature on the instrument executed the instrument. In witness eof, 1 hereunto set my hand and official seal. Notary Public Print Name: My Commission expires: (SEAL) l 1601928.4CRA012017 13 [Signatures continued from the previous page] GRANTEE: Blue Sky Towers ll, LLC, a Delaware limited liability company (:: By: NamerTim Rech Title: Chief Executive Officer STATE OF MASSACHUSETTS) } SS: COUNTY OF - Y On this r n ' day ofa 2018 before me, the undersigned officer,personally appeared Jim Rech who ackno edge himself to be the Chief Executive officer of Blue Sky Towers II, LLC, a Delaware limited liability company and that he as such,being authorized to do so,executed the foregoing instrument for the purposes therein contained the name of the limited liability company by himself as Chief Executive Officer. In witness whereof, I hereunto set my hand and official seal. Notary Public Print Name: My Commission expires: 2 l 6 �2 STEVEN J.OUINN NOTARY PUBLIC COMMONWEALTH OF MASSACHUSETTS i MY COMMISSION EXPIRES ON " DECEMBER 16.2022 1 1601928.4CRA012017 14 EXHIBITS AND SCHEDULES EXHIBITS Legal Description of Grantor's Property A Existing Tenant Equipment B Existing Tenants and Building Space Licenses C 11601928.4C RA012017 IS EXHIBIT A LEGAL.. DESCRIPTION OF GRANTOR'S PROPERTY SITUATED IN THE TOWN OF SOUTHOLD, COUNTY OF SUFFOLK, STATE OF NEW YORK: BEGINNING AT A POINT ON THE NORTHERLY SIDE OF THE MAIN ROAD(ROUTE 25)AT THE SOUTHWESTERLY CORNER OF LAND OF THE PRESBYTERIAN CHURCH; FROM SAID POINT OF BEGINNING RUNNING THENCE ALONG THE NORTH SIDE OF MAIN ROAD (ROUTE 25) SOUTH 52°11'50"WEST 21.06 FEET; THENCE ALONG THE EASTERLY SIDE OF HIGHLAND ROAD THE FOLLOWING FOUR(4) COURSES AND DISTANCES: (1) ALONG THE ARC OF A CURVE BEARING TO THE RIGHT HAVING A RADIUS OF 25.00 FEET,A DISTANCE OF 39.27 FEET; (2) NORTH 37°48'10"WEST 40.00 FEET; (3) ALONG THE ARC OF A CURVE BEARING TO THE LEFT HAVING A RADIUS OF 463.60 FEET,A DISTANCE OF 157.04 FEET; (4) NORTH 57°12'40"WEST A DISTANCE OF 18.99 FEET TO THE LAND OF CORNELL; RUNNING THENCE ALONG SAID LAND NORTH 32047'20" EAST 51.12 FEET TO THE LAND OF THE PRESBYTERIAN CHURCH; RUNNING THENCE ALONG SAID LAND SOUTH 44°39'10" EAST 255.78 FEET TO THE POINT OR PLACE OF BEGINNING. SAID PREMISES BEING SHOWN AND DESIGNATED AS 75 HIGHLAND ROAD CORP. ON A CERTAIN MAP ENTITLED, "MAP OF HIGHLAND ESTATES"AND FILED IN THE OFFICE OF THE CLERK OF THE COUNTY OF SUFFOLK ON APRIL 26, 1977 AS MAP NO. 6537. BEING THE SAME PROPERTY CONVEYED TO TRUSTEES OF THE PRESBYTERIAN CHURCH OR SOCIETY OF CUTCHOGUE, GRANTEE, FROM 75 HIGHLAND ROAD CORP., GRANTOR, BY DEED RECORDED 6/18/1981, AS BOOK 9019, PAGE 224 OF THE SUFFOLK COUNTY RECORDS. AND ALL THAT CERTAIN PLOT, PIECE OR PARCEL OF LAND WITH ANY BUILDINGS AND IMPROVEMENTS THEREON ERECTED, SITUATE, LYING AND BEING IN THE TOWN OF SOUTHOLD, COUNTY OF SUFFOLK AND STATE OF NEW YORK,AND ACQUIRED BY TAX DEED ON MARCH 20, 1985, FROM GENERAL L. RAINS, THE DEPUTY COUNTY TREASURER OF SUFFOLK COUNTY, NEW YORK,AND RECORDED ON MARCH 21, 1985, IN LIBER 9756, PAGE 52154 AS TAX MAP NO. 1000-109.00-02.00-017.001, CORRECTED TO TAX MAP NO. 1000-109.00-02- 00-PI0 017.001 BY AFFIDAVIT DATED JANUARY 27, 1986 BY JEAN H. TUTHILL, SUFFOLK COUNTY TREASURER RECORDED JANUARY 29, 1986 IN LIBER 9967, AT PAGE 382, AND OTHERWISE KNOWN AS AND BY TOWN OF SOUTHOLD SCH PLAT 09 N-L I VINEYARDS E-S H CHURCH-ANO S- PRES CH-ANO W-FASZCZEWSKI-ANO. BEING THE SAME PROPERTY CONVEYED TO TRUSTEES OF THE PRESBYTERIAN CHURCH OR SOCIETY OF CUTCHOGUE, GRANTEE, FROM COUNTY OF SUFFOLK, GRANTOR, BY DEED RECORDED 12/16/1986,AS BOOK 10193, PAGE 428 OF THE SUFFOLK COUNTY RECORDS. TAX I.Q. NUMBER: DISTRICT 1000, SECTION 109.00, BLOCK 2.00, LOT 17.001 11601928.4 C-1 EXHIBIT B SURVEY DEPICTING COMMUNICATIONS EQUIPMENT Survey of Existing Communications Equipment attached hereto. 11601928A C-2 5't�»- m gV) 9Z x ys1 1 N : us m$ Lo $ m �7 Z z 1 n o O Mr Aa giX n NTF ; ZZ O L _ _;o sum+ _ IQ�2 i b§�[� X0 zN L rnzrm_ i I $ u p m r�1 N w I yyCb N N m + Z G67 Am% 17+in3. { I E STLD 0 x�� I�SIIII�I!'�II��IIIIIIIIIIIIillll,i=_ z� m '�' z r7* Z = I n AX ri o _ S�p rn A / z Z 0 4 - �1p rn LA aoIIIIIIIIIIIIi111lIIIIII— �Z F� O M O _ _ 1.0 1 L'1 _ Z>. -- J vN N m 1 ----- A µ ----____—_ ?Vf ——— Z I � _ 47 N 0 Gt =__ 1 p k =_= m v z c'm x 2z c7 m M.m rr mY' vz z 5 I"flvim mz o Amz Qx tri rc Z 0 0 q min —� rn cm m�o m mi WN �v N f - - >z-' zm Nw 9y m% ip1M, 5 r �'� o g � �aiZ c x �i o � An \ zr� as Yzm m GZ) -0 AOS f=Y ;O cU1 m n mz �Y zNzm c�i IQy� A� >m) > zn X r^ � � v`m eT p4A A Aust 1mn6 {gym mz AdNN ROAD N r W w PREPARED AY: REVISIONS REV 021E p�Dpi BYcwkppoPr®Terra BLUE SKY TOWERS II,LLC = o w/Zsna Hoff R.AR Aro EILVAROi srz ic.r DESIGN GROUP, LLC I"Ucdn su..ts,rt.2 rag 4 O.p Road 910• Rm 9 0205E 111 Ph:: ((EEE)960-7956 =IM MOM Aa(413P20-4016 m �w N mZ za T 1 m p +ri i I I 1 m I x I N zz oA�o X 'o go; m m j io�nr� y I i0 z n x � I nA = I =0 z Go i't m K N I a m O I lilllllllj L � I � m I c) m Ic g >8 lP 1� OX 14 ® ®. 1.2o E` R Ammzy� gZ ri'RIN yzZ 1% mlC-=yGzi t" ® ® I IS 1 .=z- 1 m IC 3.-0 mm z I �6MMpz Am j F lmi X I zb ca ®� ®1 Do a y w ®II IItl Ul`"' 0 A m N z37'3 EXISTING MAIN ROOF z z � o A 51'3 r(E) T-MOBILE PANEL ANTENNAS z ro 80'3 EXISTING OVERALL BUILDING HEIGHT i 87'# EMST1NG HIGHEST APPURTENANCE PREPARED ET: REVISIONS GREY DATE DESCWTM BY P« 1 BLUE SKY TOWERS 11,LLC D D4 /1E RD9f RAN AND[].L„A71911 ST2 TE.! 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A'I z m �� m m Z v> �� Fm W + m i m FR �� „ �a C I x =2S oX r ) _2� X 0x oz� zg sa > �' x w AZGz7Zm67 N { I m N , Y 09% � ��1 mi i n � a m1 A A W Z O r O Z m O o m A-6. "p ¢pi T" i 0 Fq y 0 fA�l 'j m N mz �z x A r N PREPARED R: REVISIONS XEv DATE DESORPTION BY a7K rn Pr®Terra BLUE SKY TOWERS 11.LLC _ o o{�xsra noDE n vI AND UEVATM FrZ TEJ ,uI $ DF-810H GROUP, LLC Ise 11 amsl...L$Wt.2 W N=1 WA 0205E fq {e.Y:, m"A Ph: (8W)960-7900 IA N'r.}IIA e11w ft(413M t-wm 4 EXHIBIT C EXISTING TENANTS AND BUILDING SPACE LICENSES RENT ROLL: BUILDING SPACE-LICENSES , 1. That certain Site Lease with Option dated August 27,2007,as may be amended, by and between The Presbyterian Church or Society of Cutchogue as Lessor thereunder, and T-Mobile Northeast LLC, successor in interest to Omnipoint Communications,Inc.("T-Mobile")as Lessee thereunder; A. location: 27245 Main Road Cutcho ue NY 11935 B. Tenant: T-Mobile C. Current Term Commencement:' August 25 2010 D. Current Term Ex iration: August 24 2020 E. N _LNumber/Lenstth of Renewal Terms: Five 5 additional five 5 ear terms F. Current Monthly Rent other Pa menti: G. Escalator: -4 LICGrn5e- tS LLnfo cc,(-do-'Cl C-1