169-10 Contract

Eminent Domain. If Lessor receives notice of a proposed taking by eminent domain of any part of the Leased Premises or the Non-exclusive licenses, Lessor will notify Lessee of the proposed taking within five (5) days of receiving said notice and Lessee will have the option to: (i) declare this Agreement null and void and thereafter neither party will have any liability or obligation hereunder; or (ii) remain in possession of that portion of the Leased Premises and Non-exclusive licenses that will not be taken, in which event there shall be an equitable adjustment in rent on account of the portion of the Leased Premises and Non-exclusive licenses so taken. With either option Lessee shall have the right to contest the taking and directly pursue an award. Sale of Property. If Lessor sells all or part of Lessor’s Property, of which the Leased Premises is a part, then such sale shall be under and subject to this Agreement. Intentionally Deleted. Indemnity. Lessee indemnifies the Lessor and will hold the Lessor harmless from any and all costs and claims of liability or loss which arise out of the Lessee’s use and/or occupancy of the Leased Premises. The Lessor indemnifies Lessee and shall hold Lessee harmless from any and all costs incurred for actual out-of-pocket expenditures which are incurred and arise out of the Lessor’s acts, and from the acts of its employees and agents who may cause damage to Lessee’s equipment and other assets located at the Leased Premises. Neither Lessee nor Lessor shall indemnify each other from acts arising out of the negligence or intentional misconduct of any third party including but not limited to invitees or licensees at the Leased Premises. Each party’s indemnification obligations under this Agreement shall be limited to the limits of its insurance required to be maintained under this Agreement. The indemnity obligations under this Section shall survive termination of this Agreement. Lessor’s Covenant of Title. Lessor covenants that Lessor holds good and marketable fee simple title to Lessor’s Property and the Leased Premises and has full authority to enter into and execute this Agreement. Lessor further covenants that there are 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

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