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<br />14. Force Maieure. "I'he time for performance by Grantor or Grantee of any term, provision, or covenant of this Agreement
<br />shall be deemed extended by time lost due to delays resulting from strikes, civil riots, floods, labor or supply shortages, material or labor
<br />restrictions by governmental authority, litigation, injunctions, and any other cause not within the control of Grantor or Crantee, as the case
<br />may be.
<br />15. Recording. This Agreement shall be recorded.
<br />16. Miscellaneous. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
<br />respective heirs, legal representatives, successors and assigns. This Agreement shall be governed by and construed in accordance with the
<br />laws of the state or commonwealth where the Premises are located.
<br />17. Captions and Headings, The captions and headings in this Agreement are for convenience and shall not be held or
<br />deemed to define, limit, describe, explain, modify, amplify or add to the interpretation, construction or meaning of any provisions of or the
<br />scope or intent of this Agreement.
<br />18. Cumulative Remedies. Except as otherwise expressly provided herein, each and every one of the rights, benefits and remedies
<br />provided to Grantor or Grantee by this Agreement, or by any instrument or documents executed pursuant to this Agreement, are cumulative and
<br />shall not be exclusive of any other of said rights; remedies and benefits allowed by law or equity to Grantee.
<br />19. Counteroarts. "11tis Agreement may be executed in one or more counterparts, and by the different parties hereto in separate
<br />counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same
<br />agreement.
<br />20. Severability. if any provision of this Agreement is deemed unenforceable in whole or in part, such provision shall be
<br />limited to the extent necessary to render the same valid or shall be excised from this Agreement, as circumstances require, and this
<br />Agreement shall be construed as if such provision had been so limited or as if such provision had not been included herein, as the case may
<br />be. Additionally, if any laws, rules or regulations promulgated by any state, county or local jurisdiction, including without limitation those
<br />concerning zoning, subdivision or land use; or should any court of competent jurisdiction, make the sale of the Easements herein either void
<br />or voidable, Grantor agrees that upon the written request of Grantee, the grant of the Easements shall convert to a ground lease between
<br />Grantor, as lessor, and Grantee, as lessee, (with the Exclusive Easement area being the leased premises therein, and the Access and Utility
<br />F.',asement area remaining anon-exclusive easement for access and utility purposes) for uses consistent with those set forth in Section 6
<br />hereof, and containing other terms and conditions acceptable to both parties; provided that Grantee shall not be required to obtain the consent
<br />of Grantor to enter into any sublease or license of any portion of the Exclusive Easement or to permit sublessees or licensees to utilize the
<br />Access and Utility Easement; nor shall Grantor be entitled to any additional consideration in connection with such subleases and licenses;
<br />and provided that that the delivery of the consideration paid by Grantee to Grantor for ibe I%asements ai the execution of this Agreement shall
<br />constitute the prepayment of rent under such ground lease for an extended term of 99 years, or as long as permitted by applicable law.
<br />21. Attornev's Fees. If there is any legal action or proceeding between Grantor or Grantee arising from or based on this
<br />Agreement, the unsuccessful party to such action or proceeding shall pay to the prevailing party all costs and expenses, including reasonable
<br />attorney's fees and disbursements incurred by such prevailing party in such action or proceeding and in any appeal in connection therewith.
<br />if such prevailing party recovers a judgment in any such action, proceeding or appeal, such costs, expenses and attorney's fees and
<br />disbursements shall be included in and as a part of such judgment.
<br />22. Entire Understanding and„Amendment. This Agreement, the Easement Acquisition Agreement by and between Grantor
<br />and Grantee, and the closing documents executed in connection therewith, constitute the entire understanding between the parties with regard
<br />to the subject matter hereof and there are no representations, inducements, conditions, or other provisions other than those expressed herein.
<br />"Phis Agreement may not be modified, amended, altered or changed in any respect except by written agreement and signed by each of the
<br />parties hereto.
<br />23. Zo_ninp,. To the extent any improvements upon the Exclusive Easement do not meet zoning or other land-use
<br />requirements, or to the extent such improvements may otherwise have to be relocated, Grantor hereby consents to the reasonable relocation
<br />of such improvements to accommodate such requirements. Grantor hereby agrees to reasonahly cooperate with Grantee to create a revised
<br />legal description for the Exclusive Easement and the Access and Utility Easement that will accommodate the requirements for any relocated
<br />tower, including its access and utility needs. Grantor hereby covenants and agrees that neither Grantor nor an affiliate of Grantor shall at any
<br />time file an opposition to a zoning or land use application of Grantee or in any way publicly oppose Grantee at a zoning hearing or other land
<br />use proceedings in connection with the Premises and the Easements; and that Grantor shall promptly cooperate with Grantee in making
<br />application for obtaining all licenses, permits, and any other necessary approvals that may be required for Grantee's intended use of the
<br />Easements.
<br />24, Rule Against Perpetuities. If the rule against perpetuities or any other rule of law would invalidate the Easements or any
<br />portion or provision hereof or would limit the time during which the Easements or any portion or provision hereof shall be effective due to
<br />the potential failure of an interest in property created herein to vest within a particular time, then each such interest in property shall be
<br />effective only from the date hereof until the passing of twenty (20) years after the death of the last survivor of the members of Congress of
<br />the United States of America (including the House of Representatives and the Senate) representing the state in which the Premises is located
<br />who are serving on the date hereof, but each such interest in property shall be extinguished after such time, and all other interests in property
<br />created herein and all other provisions hereof shall remain valid and effective without modification.
<br />Easement Agreement Site Name: Shelton NE
<br />Site Number: 98583
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