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<br />delivery via a nationally recognized overnight courier to the addresses set forth below. Landlord or Tenant may from time to
<br />time designate any other address for this purpose by providing written notice to the other party.
<br />
<br />If to TenanL to:
<br />
<br />With a CODV to:
<br />
<br />T -Mobile USA, Inc.
<br />12920 SE 38th Street
<br />Bellevue, W A 98006
<br />Attn: PCS Lease Administrator
<br />With a copy to: Attn: Legal Dept.
<br />
<br />Omnipoint Communications Inc.,d/b/a T-Mobile
<br />2380 Bisso Ln.
<br />Concord, CA 94520
<br />Attn: Lease Administration Manager
<br />
<br />If to Landlord. to:
<br />
<br />With a CODV to:
<br />
<br />City of Pleasanton
<br />200 Bernal Ave, Pleasanton,Ca 94566
<br />
<br />13. Ouiet Eniovrnent. Title and Authoritv. Landlord covenants and warrants to Tenant that (i) Landlord has full right.
<br />power and authority to execute this Lease; (ii) it has good and unencumbered title to the Property and the Tower free and clear of
<br />any liens or mortgages, except those disclosed to Tenant and which will not interfere with Tenant's rights to or use of the
<br />Premises; and (iii) execution and performance of this Lease will not violate any laws, ordinances, covenants, or the provisions of
<br />any mortgage, lease, or other agreement binding on Landlord. Landlord covenants that at all times during the term of this Lease,
<br />Tenant's quiet enjoyment of the Premises or any part thereofshaJl not be disturbed as long as Tenant is not in default beyond any
<br />applicable grace or cure period.
<br />
<br />14. Environmental Laws. Landlord represents that it has no knowledge of any substance, chemical or waste
<br />(collectively, "Hazardous Substance") on the Property that is identified as hazardous, toxic or dangerous in any applicable
<br />federal, state or local law or regulation. Landlord and Tenant shall not introduce or use any Hazardous Substance on the
<br />Property in violation of any applicable law. Landlord shall be responsible for, and shall promptly conduct any investigation and
<br />remediation as required by any applicable environmental laws, all spiHs or other releases of any Hazardous Substance not caused
<br />solely by Tenant. that have occurred or which may occur on the Property. Each party agrees to defend, indemnifY and hold
<br />hannless the other from and against any and all administrative and judicial actions and rulings, claims, causes of action, demands
<br />and liability (collectively, "Claims") including, but not limited to, damages, costs, expenses, assessments, penalties, fines, losses,
<br />judgments and reasonable attorney fees that the indemnitee may suffer or incur due to the existence or discovery of any
<br />Hazardous Substances on the Property or the migration of any Hazardous Substance to other properties or the release of any
<br />Hazardous Substance into the environment (collectively, "Actions"), that relate to or arise from the indemnitor's activities on the
<br />Property. Landlord agrees to defend, indemnifY and hold Tenant harmless from Claims resulting from Actions on the Property
<br />not caused by Landlord or Tenant prior to and during the Initial Term and any Renewal Term of this Lease. The
<br />indemnifications in this section specifically include, without limitation, costs incurred in connection with any investigation of site
<br />conditions or any cleanup, remedial, removal or restoration work required by any governmental authority. This Section 14 shall
<br />survive the termination or expiration of this Lease.
<br />
<br />15. Assil!lll11ent and Subleasin.. Tenant may, upon written notice to Landlord, assign or transfer (by sublease or
<br />otherwise) its rights arising under this Lease to any corporation, partnership or other entity other entity which is (i) controlled by,
<br />controlling or under common control with Tenant, (ii) shall merge or consolidate with or into Tenant, (iii) shall succeed to all or
<br />suhstantially all the assets, property and business of Tenant. or (iv) any affiliate or subsidiary or other party as may be required in
<br />connection with any offering. merger, acquisition, recognized security exchange or financing. Upon any such assignment,
<br />Tenant shall be relieved of a1lliahilities and obligations hereunder and Landlord shall look solely to the assignee for performance
<br />under this Lease and all obligations hereunder. Under all other circumstances, Tenant's proposed assignment. transfer or sublet
<br />shall require Landlord's written consent. which consent shall not be iInreasonably withheld, conditioned or delayed.
<br />t6.
<br />Additionally, Tenant may, upon notice to Landlord, collaterally assign or grant a security interest in this Lease and the
<br />Antenna Facilities, and may assign this Lease and the Antenna Facilities to any mortgagees or holders of security interests,
<br />including their successors or assigns (collectively "Secured Parties"). In such event, Landlord shall execute such consent to
<br />leasehold financing as may reasonably be required by such Secured Parties.
<br />
<br />16. Successors and Assil!11s. This Lease and the Easements granted herein shall run with the land, and shall be binding
<br />upon and inure to the benefit of the parties, their respective successors, personal representatives and assigns.
<br />
<br />17. Waiver of Landlord's Lien. Landlord hereby waives any and all lien rights it may have, statutory or otherwise,
<br />concerning the Antenna Facilities or any portion thereof, which shall be deemed personal property for the purposes of this Lease,
<br />whether or not the same is deemed real or personal property under applicable laws, and Landlord gives Tenant and Secured
<br />Parties the right to remove all or any portion of the same from time to time, whether before or after a default under this Lease, in
<br />Tenant's and/or Secured Parties' sole discretion and without Landlord's consent.
<br />
<br />Site Number:
<br />Site Name:
<br />Market:
<br />
<br />BAU7M
<br />Water T..k Hill
<br />80, Area
<br />
<br />4
<br />
<br />CA Version 7.6.05
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