169-10 Contract

no encumbrances or other impediments of title that might interfere with or be adverse to Lessee. Lessee understands and agrees that the Township of West Orange Board of Education owns the Stagg Field site, but the Lessor controls the Stagg Field site. Interference with Lessee’s Business. During the Lease Term, Lessor shall not enter into any ground lease, license, easement or other agreement with respect to the Leased Premises or any property adjacent thereto for the same or similar uses as provided for in this Agreement. Additionally, Lessor agrees that it will not permit the construction, installation or operation on Lessor’s Property of (i) any additional wireless communications facilities or (ii) any equipment or device that interferes with Lessee’s use of the Leased Premises for wireless communications facilities. Each of the covenants made by Lessor in this Section is a covenant running with the land for the benefit of the Leased Premises. Quiet Enjoyment. Lessor covenants that Lessee, on paying Rent and performing the covenants of this Agreement, shall peaceably and quietly have, hold and enjoy the Leased Premises and Non-exclusive licenses. Default. (A) Notice of Default; Cure Period. In the event that there is a default by the Defaulting Party with respect to any of the provisions of this Agreement or Lessor’s or Lessee’s obligations under this Agreement, the Non-Defaulting Party shall give the Defaulting Party written notice of such default. After receipt of such written notice, the Defaulting Party shall have thirty (30) days in which to cure any monetary default and sixty (60) days in which to cure any non-monetary default. The Defaulting Party shall have such extended periods as may be required beyond the sixty (60) day cure period to cure any non-monetary default if the nature of the cure is such that it reasonably requires more than sixty (60) days to cure, and Defaulting Party commences the cure within the sixty (60) day period and thereafter continuously and diligently PPAB 1693726v5 5 West Orange; BU878830

pursues the cure to completion. The Non-Defaulting Party may not maintain any action or effect any remedies for default against the Defaulting Party unless and until the Defaulting Party has failed to cure the same within the time periods provided in this Section. (B) Consequences of Lessee’s Default. Lessor acknowledges that under the terms of this Agreement, Lessee has the right to terminate this Agreement at any time upon one hundred eighty (180) days’ notice. Accordingly, in the event that Lessor maintains any action or effects any remedies for default against Lessee, resulting in Lessee’s dispossession or removal, (i) the Rent shall be paid up to the date of such dispossession or removal; (ii) Lessor shall be entitled to recover from Lessee, in lieu of any other damages, as liquidated, final damages, a sum equal to six months’ Rent; and (iii) Lessor shall continue to honor all of the terms and conditions of those Existing Ground Leases through the expiration or termination of any such Existing Ground Leases in accordance with their own terms and conditions, as same shall survive the termination of this Agreement. All assigned leases shall revert back to the Lessor upon termination or expiration in accordance with Section 27(A). In no event shall Lessee be liable to Lessor for consequential, indirect, speculative or punitive damages in connection with or arising out of any default. (C) Consequences of Lessor’s Default. In the event that Lessor is in default beyond the applicable periods set forth above, Lessee may, at its option, upon written notice: (i) terminate this Agreement and be relieved from all further obligations under this Agreement; (ii) perform the obligation(s) of Lessor specified in such notice, in which case any expenditures reasonably made by Lessee in so doing shall be deemed paid for the account of Lessor and Lessor agrees to reimburse Lessee for said expenditures upon demand; (iii) take any actions that are consistent with Lessee’s rights; and/or (iv) sue for injunctive relief, and/or sue for specific performance, and/or sue for damages. In no event shall Lessor be liable to Lessee for consequential, indirect, speculative or punitive damages in connection with or arising out of any default. Lessor’s Waiver. Lessor hereby waives and releases any and all liens,

iable to Lessee for consequential, indirect, speculative or punitive damages in connection with or arising out of any default. Lessor’s Waiver. Lessor hereby waives and releases any and all liens, whether statutory or under common law, with respect to any of Lessee’s Property now or hereafter located on the Leased Premises. Applicable Law. This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State where the Leased Premises is located. The parties agree that the venue for any litigation regarding this Agreement shall be Essex County, New Jersey. Assignment, Sublease, Licensing and Encumbrance. Except as provided below, with the prior approval of the Lessor, which shall not be unreasonably withheld, Lessee has the right to assign its interest in this Agreement. Assignment of this Agreement by Lessee shall be effective upon Lessee sending written notice to Lessor, and the Lessor thereafter approving the assignment. Notwithstanding the foregoing, no approval is necessary for Lessee to assign its interest in this Agreement to any parent, subsidiary, or parent entity or to any entity that merges with or into Lessee or that acquires all or substantially all of Lessee’s assets. In the event the assignment is approved by Lessor or as otherwise allowed above, the assignment shall relieve Lessee from any further liability or obligations under this Agreement, but Lessee shall retain and be responsible to satisfy all liabilities accrued during the Lease Term prior to the assignment. Lessee has the further right to pledge or encumber its interest in this Agreement. Upon request to Lessor from any leasehold mortgagee, Lessor agrees to give the holder of such leasehold mortgage written notice of any default by Lessee and an opportunity to cure any such default within fifteen (15) days after such notice with respect to monetary defaults and within a commercially reasonable period of time after such notice with respect to any non-monetary default. Lessee shall have the right to enter into ground leases, subleases or licenses for use of all or any portion of the Leased Premises, Non-exclusive licenses and/or Improvements (hereinafter each is individually a “Sublease”) with any third party or multiple parties, which Subleases may include the installation, operation and maintenance of equipment on the Leased

mprovements (hereinafter each is individually a “Sublease”) with any third party or multiple parties, which Subleases may include the installation, operation and maintenance of equipment on the Leased Premises and/or Improvements located thereon. Lessee shall provide to Lessor written notice of any such leases, subleases or licenses. Such leases, subleases or licenses shall be only for those accepted and permitted uses of the Leased Premises and/or the Improvements located thereon and shall be performed in accordance with all applicable laws. PPAB 1693726v5 6 West Orange; BU878830

Representations and Warranties. (A) Lessee’s Representations and Warranties. Lessee hereby represents and warrants as follows: (i) Lessee is duly organized and in good standing under the laws of the state of its formation; (ii) this Agreement has been duly authorized and approved by all required corporate action of Lessee; (iii) Lessee is financially and legally able to meet its obligations under this Agreement; and (iv) neither the execution nor the delivery of this Agreement nor the consummation of the transaction it contemplates will conflict with, or result in any material violation or default under, any term of the articles of incorporation, management agreement, by-laws of Lessee, or any agreement, mortgage, indenture, license, permit, lease or other instrument, or law by which Lessee is bound. Each of Lessee's representations and warranties will survive throughout the Lease Term. (B) Lessor’s Representations and Warranties. Lessor hereby represents and warrants as follows: (i) Lessor is duly organized and in good standing under the laws of the state of its formation; (ii) this Agreement has been duly authorized and approved by all required corporate action of Lessor; (iii) Lessor is financially and legally able to meet its obligations under this Agreement; and (iv) neither the execution nor the delivery of this Agreement nor the consummation of the transaction it contemplates will conflict with, or result in any material violation or default under, any term of the articles of incorporation, management agreement, by-laws, ordinance or other formation documents of Lessor, or any agreement, mortgage, indenture, license, permit, lease or other instrument, or law by which Lessor is bound. Each of Lessor's representations and warranties will survive throughout the Lease Term. (C) Lessor does not represent or warrant the actual payment of the rent from the lessee or licensees under the Existing Ground Leases from the Commencement Date during the Lease Term. To the extent that any lessee or licensee fails to make any payment, Lessor shall reasonably cooperate with Lessee’s efforts to collect the rent from the lessee(s) or licensee(s) but shall not be liable for any defaults or breaches by

to make any payment, Lessor shall reasonably cooperate with Lessee’s efforts to collect the rent from the lessee(s) or licensee(s) but shall not be liable for any defaults or breaches by the lessee(s) or licensee(s) during the Lease Term under the Existing Ground Leases. No conduct, breaches or defaults by the lessee(s) or licensee(s) under the Existing Ground Leases shall be a basis for any termination of this Agreement or demand on Lessor. Miscellaneous. Recording. At no cost to Lessor, Lessee shall have the right to record a memorandum of this Agreement with the appropriate recording officer. Lessor shall execute and deliver such a memorandum, for no additional consideration, promptly upon Lessee’s request. Entire Agreement. Lessor and Lessee agree that this Agreement and the Existing Ground Leases contains all of the agreements, promises and understandings between Lessor and Lessee regarding the Leased Premises. No oral agreements, promises or understandings shall be binding upon either Lessor or Lessee in any dispute, controversy or proceeding at law. Any addition, variation or modification to this Agreement shall be void and ineffective unless made in writing and signed by the parties hereto. Captions. The captions preceding the Sections of this Agreement are intended only for convenience of reference and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof. Construction of Document. Lessor and Lessee acknowledge that this document shall not be construed in favor of or against the drafter by virtue of said party being the drafter and that this Agreement shall not be construed as a binding offer until signed by Lessee. PPAB 1693726v5 7 West Orange; BU878830

Notices. All notices hereunder must be in writing and are effective only when deposited in the U.S. mail, certified and postage prepaid, or when sent via overnight delivery. The notices shall be sent to Lessor at Lessor’s Notice Address and to Lessee at Lessee’s Notice Address. Partial Invalidity. If any term of this Agreement is found to be void or invalid, then such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect. IRS Form W-9. Lessor agrees to provide Lessee with a completed IRS Form W-9, or its equivalent, upon execution of this Agreement and at such other times as may be reasonably requested by Lessee. In the event the Property is transferred, the succeeding Lessor shall have a duty at the time of such transfer to provide Lessee with a completed IRS Form W-9, or its equivalent, and other related paper work to effect a transfer in Rent to the new Lessor. Lessor’s failure to provide the IRS Form W-9 within thirty (30) days after Lessee’s request shall be considered a default and Lessee may take any reasonable action necessary to comply with IRS regulations including, but not limited to, withholding applicable taxes from Rent payments. 1. Additional Provisions. (A) Lessor and Lessee agree that simultaneously with the execution of this Agreement, Lessor shall assign to Lessee all of Lessor’s right, title and interest as lessor in the Existing Ground Leases pursuant to a separate assignment document for each such Existing Ground Lease. The assignment agreement for each Existing Ground Lease shall be in substantially the form attached hereto as Exhib it “D”. Such assignment shall include the right to all rents under each of the Existing Ground Leases and during the Lease Term, Lessee shall: (i) hold all right, title and interest in the Existing Ground Leases, and shall have the sole and exclusive right to bill, collect and keep all rent from same; (ii) be the exclusive point of contact for all lessees or licensees under the Existing Ground Leases, and use commercially reasonable efforts to respond to all inquiries and communications from same; and (iii) not hold itself out as Lessor’s agent or attorney-in-fact, unless and to the extent expressly authorized by Lessor under this Agreement or in writing. Each such

mmunications from same; and (iii) not hold itself out as Lessor’s agent or attorney-in-fact, unless and to the extent expressly authorized by Lessor under this Agreement or in writing. Each such assignment shall be for the Lease Term of this Agreement, and upon the expiration or termination of the Lease Term of this Agreement, the right, title and interest of Lessor in the Existing Ground Leases shall revert back to the Lessor, except for the Stagg Lease (as defined below) and the Fire House #1 Lease (as defined below) with Sprint Spectrum, L.P., its successors or assigns, as Lessee shall continue to receive all rents from said Existing Ground Leases as was such arrangement prior to this Agreement. Lessee shall prepare an assignment to Lessor for each Existing Ground Lease and any Sublease upon the expiration or termination of the Lease Term. (B) In the event Lessee enters into one or more Subleases with an unaffiliated third party during the Lease Term pursuant to Section 24 of this Agreement, Lessee shall pay to Lessor fifty percent (50%) of the rental, license or similar payments actually received by Lessee (excluding any reimbursement of taxes, construction costs, installation costs, revenue share reimbursement or other expenses actually incurred by Lessee (“Reimbursements”)) within thirty (30) days after receipt of said payment by Lessee. Lessee shall have no obligation for payment to Lessor of such share of rental, license or other similar payments if not actually received by Lessee. Non-payment of such rental, license or other similar payment by a sublessee, licensee or other occupant shall not be a default under this Agreement. Lessee shall have the sole discretion as to whether, and on what terms, to enter into a Sublease of all or any portion of the Leased Premises, but there shall be no express or implied obligation of Lessee to do so. Upon expiration of the Lease Term, Lessee shall assign its interest in the Subleases to Lessor and one hundred percent (100%) of all of such rental, license or other similar payments for a Sublease shall be paid directly by said sublessee, licensee or other similar occupant directly to Lessor pursuant to the applicable Sublease. To the extent there are any Reimbursements, Lessee shall keep an accurate accounting of same, including, without

or other similar occupant directly to Lessor pursuant to the applicable Sublease. To the extent there are any Reimbursements, Lessee shall keep an accurate accounting of same, including, without limitation, for which tenant, subtenant or licensee such Reimbursement was from, and what effect, if any, any Reimbursement has on the payments due to Lessor under this Paragraph 27(B). Lessee shall provide an accounting of same PPAB 1693726v5 8 West Orange; BU878830

to Lessor upon Lessor’s request for same. (C) Notwithstanding the duration of the Lease Term, Lessor and Lessee do hereby amend (i) that Existing Ground Lease between Lessor and Sprint Spectrum, L.P., dated November 6, 1998 for that property at Stagg Field, St. Cloud Avenue, West Orange, being designated as Block 168, Lot 25, for approximately 2,400 square feet (“Stagg Lease”), and (ii) that Existing Ground Lease between Lessor and Sprint Spectrum, L.P., dated November 6, 1998 for that property at the West Orange Fire Station, Valley Road, West Orange, being designated as Block 16, Lot 5, for approximately 3,200 square feet (“Fire House #1 Lease”), to extend the term of the Stagg Lease and the Fire House #1 Lease to December 31, 2040. Upon the Lessee’s request, Lessor shall execute such additional documentation to provide notice and evidence of such amendment to the Stagg Lease and the Fire House #1 Lease to extend the term of each said lease. (D) Following the expiration of the Lease Term, notwithstanding Sections 3 and 4 of each of the Stagg Lease and the Fire House #1 Lease, Lessor and Lessee do hereby amend the amount of the monthly rent to be paid to Lessor under each said lease to Three Thousand One Hundred Dollars ($3,100.00) per month payable in advance on or before the first day of each month for the remainder of the term of each said lease (until expiration or earlier termination). There shall be no escalations of rent for the remainder of the terms of each said lease. Upon the Lessee’s request, Lessor shall execute such additional documentation to provide notice and evidence of such amendment to the Stagg Lease and the Fire House #1 Lease to modify the rent being paid thereunder. (E) If at any time between January 1, 2021 and December 31, 2030 the Lessee terminates the Stagg Lease or the Fire House #1 Lease, as to each applicable lease, Lessee shall pay a termination fee (“Termination Fee”) equal to the amount of rent that Lessee would have owed to Lessor under each applicable lease, as amended, between the date of such early termination and December 31, 2030. The Termination Fee will be due and payable in the same manner and on the same dates set forth in the applicable lease. Notwithstanding the foregoing, Lessee will be released from any and all of its obligations under the