225-18 Exhibit to Resolution Providing Consent for Crown Castle to Sublease Monopole at Recycling Center.pdf

increase in real property taxes attributed solely to any improvements to the Monopole Site made by Omnipoint, or by Co-Locator (or by any other co-Licensee, sub-Licensee, or other user of the Monopole or Monopole Site); and any personal property taxes assessed upon, or arising from use of, the Monopole or Monopole Site; any other taxes payable by Omnipoint pursuant to the Ground Lease Agreement; provided, however, that if Omnipoint determines, in its reasonable discretion, that it would be inequitable and result in a material, disproportionate financial burden, or any user of the Monopole or Monopole Site to allocate such taxes on a pro rata basis, based upon the number of users (for example, due to Co-Locator's facilities on the Monopole Site having disproportionately high value in comparison to the other facilities installed on the Monopole, or due to such personal property taxes being separately billed to, and payable by, the various users of the Monopole Site), then Omnipoint shall, in its reasonable discretion, determine a more equitable means of pro rating such taxes. 3. Division and Sharing of Rent. All rent shall be payable to the Township of West Orange. Co-Locators shall not pay rent to Omnipoint. 4. Indemnification. Omnipoint and New Cingular shall defend, indemnify and hold harmless the other and the Township of West Orange for any claim, costs or expenses including reasonable attorney's fees arising from the installation, use, maintenance, repair or removal of the Communication Facility or resulting from the breach of Omnipoint's or New Cingular's obligations or failure to perform as required thereunder, except to the extent attributable to the gross negligence or intentional act of the Township of West Orange, its employees, agents or the Township of West Orange's independent contractors. Notwithstanding the forgoing, no Co- Locator or Omnipoint shall be liable for consequential or incidental damages or Jost profits. 5. Township Use Of Antenna. Users affiliated with the

tractors. Notwithstanding the forgoing, no Co- Locator or Omnipoint shall be liable for consequential or incidental damages or Jost profits. 5. Township Use Of Antenna. Users affiliated with the Township of West Orange have the right to use, without paying rent to Omnipoint, the tree pole for municipal use. The Township of West Orange shall be responsible for the cost of its antennas and related equipment. Omnipoint shall place the Township's antennas on the pole, at no cost to 'the Township of West Orange, so long as such placement is done at the same time Omnipoint is placing its antennas on the monopole. 6. Interference. {a) When New Cingular installs it communications equipment, including antennas, it shall reasonably cooperate with Omnipoint and any other prior existing Co-Locators. Moreover, New Cingular's communications equipment, including antennas, shall be installed in a manner that avoids and/or substantially and materially minimizes or eliminates any interference to Omnipoint and other prior existing Co-Locators. Omnipoint and New Cingular acknowledge that they are subject to the rules, regulations, directives, and policies of the Federal Communications Commission concerning interference and agree to abide by it. In the event any such interference does occur, the interfering party will promptly cease its' operations except for intermittent testing. In the event any such interference does not cease promptly, the parties acknowledge that continuing interference may cause irreparable injury and, therefore, the 12