Sjp Investment Partners LLC v. Cellco Partnership
Court Docket Sheet

Northern District of Alabama

2:2017-cv-00079 (alnd)

COMPLAINT against Cellco Partnership, filed by SJP Investment Partners LLC.

Case 2: 17-cv-00079-AKK Document 1 Filed 01/17/17 Page 1 of 5 FILED 2017 Jan-17 PM 03: 37 U. S. DISTRICT COURT N. D. OF ALABAMA IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION SJP INVESTMENT PARTNERS, LLC,) CIVIL ACTION NO: Plaintiff, VS. 2: 17-cv. CELLCO PARTNERSHIP D/BA/VERIZON WIRELESS, Defendant. COMPLAINT COMES NOW the Plaintiff, SJP Investment Partners, LLC, and complains as follows: PARTIES 1. SJP Investment Partners, LLC, is a Georgia limited liability company whose partners are domiciled in the State of Georgia. 2. Cellco Partnership, d/b/a Verizon Wireless is, upon information and belief, a Delaware general partnership whose principal place of business is in New Jersey. 3. This Court has jurisdiction pursuant to 28 U. S. C. $ 1332 in that there exists a complete diversity of citizenship between the Plaintiff and the Defendant. Page 1 of 5 Case 2: 17-cv-00079-AKK Document 1 Filed 01/17/17 Page 2 of 5 4. The basis of this complaint concerns an agreement between Cellco Partnership, d/b/a Verizon Wireless and SJP Investment Partners, LLC's predecessor in interest, Pickwick Investments, LLC related to real property located in the Southern District of Alabama. Venue is proper in the United States District Court for the Northern District of Alabama, Southern Division. FACTS 5. On or about July 7, 2006, Cellco Partnership, d/b a Verizon Wireless entered into a certain Building and Rooftop Lease Agreement with SJP Investment Partners, LLC's predecessor and interest, Pickwick Investments, LLC regarding a Building and Rooftop Lease Agreement for the lease of rooftop space on the Pickwick Hotel for the erection and maintenance of a communications tower (Exhibit " A "). 6. The Building and Rooftop Lease Agreement, in pertinent part, provided as follows: LESSEE, shall furnish and install an electrical submeter at the Premises for the measurement of electrical power used by LESSEE's installation. If LESSEE is unable to install an electrical submeter LESSEE shall pay for its own power consumption used thirty (30) days after receipt of an invoice from LESSOR indicating the usage amount. 7. To date, Cellco Partnership, d/b/a Verizon Wireless (ie. Lessee) has failed and/or refused to install an electrical sub-meter as required by the Agreement Page 2 of 5 Case 2: 17-cv-00079-AKK Document 1 Filed 01/17/17 Page 3 of 5 8. As a result of the breach of the Agreement by Cellco Partnership, d/b/a Verizon Wireless, SJP Investment Partners, LLC and its predecessor and interest have been charged for and paid for the electrical power used by Cellco Partnership, d/b/a Verizon Wireless in connection with the operation of the communication equipment installed by Cellco Partnership, d/b/a Verizon Wireless on the rooftop premises owned by SJP Investment Partners, LLC and its predecessor and interest. COUNT ONE BREACH OF AGREEMENT 9. Plaintiff incorporates by reference the paragraphs above as if fully set forth herein, 10. On or about July 7, 2006, the Plaintiff and Defendant entered into a Building and Rooftop Lease Agreement whereby, among other provisions, the Defendant agreed to furnish and install an electrical submeter at the premises for the measurement of electrical power used by the Defendant's installation. 11. The Defendant has breached the Agreement by failing and/or refusing to install the electrical submeter as required by the Agreement 12. As a result. of the Defendant s breach of the Agreement the Plaintiff has been damaged in that the Plaintiff has paid for the electrical power used by the Defendant in the operation of its communication equipment in the amount of $ 184, 500. Page 3 of 5 Case 2: 17-cv-00079-AKK Document 1 Filed 01/17/17 Page 4 of 5 13. All I contractual conditions precedent to the institution of this lawsuit have been satisfied. WHEREFORE, PREMISES CONSIDERED, the Plaintiff demands judgment against the Defendant in the amount of $ 184 500, plus prejudgment interest, plus costs of court, attorney's fees and any further and different relief to which the Plaintiff may be entitled. COUNT TWO UNJUST ENRICHMENT 13. Plaintiff incorporates by reference the paragraphs above as if fully set forth herein. 14. On or about July 7, 2006, the Plaintiff and Defendant entered into a Building and Rooftop Lease Agreement whereby, among other provisions, the Defendant agreed to furnish and install an electrical submeter at the premises for the measurement of electrical power used by the Defendant s installation. 15. The Defendant has breached the Agreement by failing and/or refusing to install the electrical submeter as required by the Agreement. 16. The Defendant has been unjustly enriched by Plaintiffs payment of the electrical power attributable to the Defendant's operation of its communication equipment in the amount of $ 184, 500. WHEREFORE, PREMISES CONSIDERED, the Plaintiff demands judgment against the Defendant in the amount of $ 184, 500, plus prejudgment Page 4 of 5 Case 2: 17-cv-00079-AKK Document 1 Filed 01/17/17 Page 5 of 5 interest, plus costs of court, attorney's fees and any further and different relief to which the Plaintiff may be entitled. Respectfully submitted, Massey, Stotser & Nichols, PC Richard A. Bearden (ASB-0873-$ 41R) rbearden@msnattorneys.com Of Counsel: Massey, Stotser & Nichols, PC 1780 Gadsden Highway Birmingham, Alabama 35235 (205) 838-9000 (205) 838 9071 fax DEFENDANT TO BE SERVED BY CERTIFIED MAIL: Cellco Partnership d/b/a Verizon Wireless c/o CT Corporation System, its Registered Agent 2 No. Jackson St, Ste. 605 Montgomery, AL 36104 Page 5 of 5

Exhibit A

FILED 2017 Jan-17 PM 03: 37 U. S. DISTRICT COURT N. D. OF ALABAMA LESSEE Site Name: PICKWICK HOTEL LESSEE Market No. 100041 LESSEE Location No. 170596 DOCK-BRA9-26-97 BUILDING AND ROOFTOPLEASE AGREEMENT This Agreement, made this. day of 2006 between PICKWICK INVESTMENTS, LLC, with an office located at 1023 20th Street South, Birmingham, Alabama 35205, Tax ID # 630910800, hereinafter designated LESSOR and CELLCO PARTNERSHIP, a Delaware General Partnership, d/b/a Verizon Wireless, with its principal offices at 180 Washington Valley Road, Bedminster New Jersey 07921, hereinafter designated LESSEE. The LESSOR and LESSEE are at times collectively referred ifo hereinafter as the " Parties' or individually as the " Party. WITNESSETH In consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Parties hereto agree as follows: LEASE AGREEMENT PREMISES. LESSOR hereby leases to LESSEE Five Hundred Thirty Seven (537) square feet on the roof of the property at 1023 20th Street South, Birmingham, Alabama, (the entirety of LESSOR's property is referred to hereinafter as the Property ") as shown in Exhibit " A " attached hereto and made a part hereof together with the non-exclusive right for ingress and egress for the purpose of installation and maintenance of the demised premises during normal business hours, except in the case of emergency, in which case LESSEE shall have access to the demised premises seven (7) days a week, twenty-four (24) hours a day, which roof space and access are collectively referred to hereinafter as the " Premises ". Furthermore, routine maintenance on the Premises shall only be performed by the LESSEE or its authorized agents or representatives between the hours of 10: 00 a. m. and 4: 00 p. m. LESSOR also grants to the LESSEE the right and sufficient space for the installation and maintenance of wires, cables, conduits and pipes as shown in Exhibit " A " running from the leased floor space to the leased roof space. ICAL This Agreeinent shall be effective as of the date of execution by both parties, provided, however, the initial term shall be for five (5) years and shall commence on the Commencement Date (as hereinafter defined), at which time rental payments will be due at an annual rental of Twenty-Two Thousand Eight Hundred and 00/100 Dollars ($ 22, 800 00) to be paid in equal monthly installments of One Thousand Nine Hundred and o0/100 Dollars ($ 1, 900. 00) on the first day of the month, in advance, to Pickwick Investments, LLC, 1023 20th Street South, Birmingham, Alabama 35205, or to such other person, firm or place as the LESSOR may, from time to time, designate in writing at least thirty (30) days in advance of any rental payment date. The Commencement Date is defined as the first (1st) day of the month following the date this Agreement is executed by the Parties or the first (1st day of the month following the date LESSEE is granted a building permit by the governmental agency charged with issuing such permits, whichever event occurs first however, in no event shall the Commencement Date be later than July 1, 2006. LESSEE shall furnish and install am electrical submeter at the Premises for the measurement of electrical power used by LESSEE s installation. If LESSEE is inable to install an electrical submeter, LESSEE shall pay for its own power consumption used thirty (30) days after receipt of an invoice from LESSOR indicating the usage amount EXTENSIONS. This Agreement shall automatically be extended for four (4) additional five (5) year terms unless the LESSEE terminates it at the end of the then current term by giving the LESSOR written notice of the intent to terminate at least six (6) months prior to the end of the then Current term. EXHIBIT EXTENSIONERENTALS. Beginning, on the first anniversary of the Contronicеnment Dafo, and occurring on each situbsequentativOrsary, LESSEE agrees to increase, the annual rental amount by three percent (3%) over the previous year s rental amomt throughout the Initial Torm and any Renewalletin. ADDITIONALEXTENSIONS. it at the end of the fourth (4 fro year-extension team this Agreement has not been terminated by either Party by giving to the other wiven notice of an intention to terminate it list three (3) months prior to the end of such term, this Agreement shall continue in force upon thie same covenants, terms and conditions for a further term of five (5) years and for five (5) year terms thereafter until forminated by either Party by. giving to the other writen notice of its intention to 10 feetinate, at least three 3) months prior to the end of such term. Annual rental for each such additional five () year term-shall be equal to TI5%. oftheannual rental payable with' Tespect to the inimediatelyPretending five (5) year. term, 6; JSE-GOVERNMENTAL APPROVALS. LESSEE shali, use the Premises for the putpoee of constructing, maintaining and. operating a communications facility and uses incidental thereto LESSEE WImaintain th leased portion of the Toof in a weather tight condition: All. inprovençnts shall bo at LESSEE s expense arid, the installation, of all improvements, shall be at the discretion and option of the LESSER LESSEE shall have the right to fePlaco, repair add or otherwise modify its equipment or any portion thereof whether the equipinent is specified or not on any exhibit attached hereto, during the term oftis Agreemčnt The LESSEB shall not take unreasoria le noise and shall perform all kordinary servicing, alterations or construction during reasonable busiess hours, and shall not engage in any activity which affects the quiet enjoyment of other tenants to the Building. LESSEEIwill maintain, the Premises in good condition, reasonable swear and tear oxcopted, The LESSRE shall be responsible for any damage caused to the roof and, other property of the LESSOR by its operations, ordinary wear and tear, and casualty not ocoasioned by the LESSEE excepted _ If such damage occurs and if the LESSEE fails to make appropriate repairs within a reasonable period of time, the LBSSEE shall pay to the LESSOR, in addition to any damages reasonable expenses of repair and collection, including attorney s fee amid costs. In the event any subcontractors aro used to perform heavy equipment cois Fiction ot pranite, services, EASSEE will makesreasonable efforts to use Union subcontractors a perform all Sch construction on the Premises. Title to the LESSEE s equipment shaltby held by LESSEE LESSOR wit maintain the Property around the Premises, 8xcluding the Premises in good conditions reasonable wear and tear orcepted. It is understood and agroed that LESSEB s ability touse the Premises is contingent upon its obiaining after the éxecution dat of this Agreement all of the-certifioates, permits and other approvals (collectively the Governmental Approvals, the may be required by any Federal, state or Local authorities, as well as a satisfactory building structural analysis which will pernitLESSEE use of the Premises as set forth above: LESSORIstall reasonably and aerio-cost to LESSOR cooperate with LESSEEin, its effort to obtain such approvals and shall taken® ention which would advrsely affect the natius of the Property with respectto two proposed use thereof by LESSEE in the eyent that any of such applications for siich Goveminental Approvals should be finally rejected at LESSED determines that such Coveniental Approvals may not be obtained in a timely manner or any. Governmental Approval issued to LASSEE is canceled expires, lapsés, or is otherwise withdrawnor terminated by a governmcna authority or that the LESSEE determine that the site is nolonger intendВd purposes, TESSRL shall have the Meht to terminate this Agreeingnt, Notice: of the LESSEE s Cxercise of its right to terminate shal be given to LESSOR in writing by certified: mail, retuunreceiptrequested, and shall be effective pop the ailing of such notice by the EESSEE Al Tentals paid to, said termination date shall be retained by the LESSOR, Up Eh timination, this Agreement shall become null and void and the Parties shall have no further obligations inclicing the payment ofmQney, to cach. other. INDEMNIFICATION: Bach, Party shall indlernity and hold the other harmlessingetinst any claim of liability or loss from personal injury or property damage resulting for or asing out of the ite and occupancy of the Premises or the Property by the Party, its servants or agents, excepting, however such claims or damages as may bö due caused by the acts or omissions of the other Party, or its servants or agents: NSURANCE The Parties hereby waive any and all rights of action for negligence against the other which may thereafter arise on account of damage to the premises or to property resulting from any fire, or other casualty covered by standard fire insurance policies with, extended coverage, LESSOR, and LESSEE each agree that. at is own cost and expertise each wil maintain comprehensive general liability and property liability insurance, with 404 06 444538 liability limits of not less than $ 1, 000, 000 for injury to or death of one or more persons in any one occurrence and $ 500 000 for damage or destruction to property in anyone oоurrence. INTERHERENCE. LESSEE agrees is have installed Tadio $ quipment of the type and fegueingy which will not cause measurable interference to the Equipment existing base of the gate this Agreement is: executed by the Parties, including normal telectronic appliances of reception of radio or television signals: of the LESSOR. or other LESSEEls of the Property in the event LESSEE s equipment causes such initerference, and aſſer LESSOR has notified LESSEE of such interference, LESSHE will take all steps iecessary to correct and eliminates the interferenide; ' LESSEE agrees to cagperate with all present amid titure LESSEBS, ask teasonably necessary to prevent interference, LESSEE specifically understands and agrees that LESSOR, may Icase: Othor portions other than the PremisOs) of roof to other tenants for the reception aid transmissioi of Cothrinitation-signals, so long ag suck future tenants do not. install equipment that interferes with LESS Batanuipment. The Parties acknowledge that there will not be an adequate remedy at law for non-coinpliance with the provisions of this paragraph, and therefore, ither Party shall have the right to specifically enforce theptovisions ofthis paragraph ima Court of competent jurisdiciton. 10; REMOVAL UPON TERMINATION. LESSEE, upon termination of the Agreement shal, within iniety (O0) dayH, remove its enuipment fixtures and all personal property and restore the Prefiniges to its original condition, reasonable car and tear excepted, Lesson agrees and acknowledges that all of this fixtures and menit personal property of tie LESSEE shall remain the Pergonal property of the LESSEE said the LESSEE shall have the Right to remove the same, whether or not said items are considered fixtures and, attaclitieis to real propeity under applicable law. If such time for removal causes LESSEE to remain on the Pronises after termination. of this Agreement LESSEE shall payrent at the thien existing monthly rate of on the existing monthly pro-rata basis ifbasedlupon alonger payment term, until such time as the removal of the building, antenna tirištire, fixtures and all-personal property are completed. LIGHTSUPON SALE Should, the, LESSOR, at any time during the term of this Agreement decide to sell all or any part of the Property to a purchasers other than LESSEE, such sale, shall be subject to this Agreeinent and UESSEE s sights hereunder. 12, QUIETENIOYMENT LESSOR covenants that, LESSEE, on paying thic redit and performing Covenants shall peaceably and quietly have hold. and enjoy the Pronises 13. TITETLE, LESSOR covenants: that. LESSOR is seized ot good and sufficient title and interest to: thio Property (subject for matters of record) and has full authority to enter into and execute this Agreement LESSOR fušther covenants that there are no other unrecorded liens, judgment of innipediments of ntle on, the Property, or affecting LESSORs titte to the same and that tiefecare no unrecorded. covenants, Öasements or restrictions which prevent the use ofthe Premises by the LESSEE as set fort, ab 14. INTEGRATION: It is agreed and understood that this: Agreenen t contains all agreements, promises and understandings betweer the LESSOR and LESSEE and h tno verbal of oral agreements promises ar understandings shall be binding upon either the LESSOR of DESSEErin any dispute controversy of proceeting at law and any addition ariation or modifitation to $ AEreement shallbe void and ineffective unless trade in writing signed ity the Parties, I the event any provision of the Agreement is found to be invalid or unenforceable, such finding shall got effect the validity and onforcóability of the remaining provisions of this Agreenient The failure of either party to insist upon sleperformance of any of the ferrys. Or conditions of this Agreement or to exercise any of its rights under the Agreement shalnot waive schrights: and such Party shall: have the right to enforce suchwights at any time atd, takö stion action as may be lawfil and authorized under this Ágreement either in law or in empity. 15.. GOVERNING LAW This Agreement and the performance thertof Shall be governed, interpreted, construed and regulated by the laws of the State in which the Propetty located; A44538 16. ASSIGNMENT This Agreement may be sold, assigned or transferred by the LESSEE without any approval or consent of the LESSOR to the LESSEE s principal affiliates, subsidiaries of its principal or to any entity which acquires all or substantially all of LESSEE s assets in the market defined by the Federal Communications Commission in which the Property is located by reason of a merger, acquisition or other business reorganization. As to other parties, this Agreement may not be sold, assigned or transferred without the written consent of the LESSOR, which such consent will not bo unreasonably withheld or delayed. 17. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, retum receipt requested or by commercial courier, provided the courier s regular business is delivery service and provided further that it guarantees delivery to the addrossee by the end of the next business day following the courier's receipt from the sender, addressed as follows (or any other address that the Party to be notified may have designated to the sender by like notice) LESSOR: Pickwick Investments, LLC 1023 20l Street South Birmingham, Alabama 35205 LESSEE: Cellco Partnership d/b/a Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attention Network Real Estate Notice shall be effective upon mailing or delivering the same to a commercial courier, as permitted above. 18. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal representative, successors and assigns of the Parties hereto. 19. SUBORDINATION AND NON-DISTURBANCE. At LESSOR's option, this Agreement shall be subordinate to any mortgage or other security interest by LESSOR which from time to time may encumber all or part of the Property or right-of way; provided, however, overy such mortgage or other security interest shall recognize the validity of this Agreement in the event of a foreclosure of LESSOR s interest and also LESSEE s right to renain in occupancy of and have access to the Premises as long as LESSEB is not in default of this Agreement. LESSEE shall Oxecute whatever instruments may reasonably be required to evidence this subordination clause. In the event the Property is cncumbered by a mortgage or other security interest, the LESSOR inediately after this Agreement is cecuted, will use commercially reasonable efforts to obtain and fornish LESSEE a non-disturbance agreement for each such mortgage or other security interest in recordable form. In the event the LESSOR defaults in the payment and/or other performance of any mortgage or other security interest encumbering the Property, LESSEE may, at its sole option and without obligation, cute or correct LESSOR's default and upon doing so, LESSEE shall be subrogated to any and all rights, titles, liens and equities of the holders of such mortgage or security interest and the LESSEE shall be entitled to deduct and setoff against all rents that may otherwise become due Under this Agreement the sums paid by LESSEE to cure or correct such defaults, 20. RECORDING, LESSOR agrees to execute a Memorandum of this Lease Agreement which LESSEE may record with the appropriate Recording Officer. The date set forth in the Memorandum of Lease is for recor rding purposes only and bears no reference to commencement of either term or rent payments. 21 DEFAULT. In the event there is a default by the LESSEE with respect to any of the provisions of this Agreement or its obligations under it, including the payment of rent, the LESSOR shall givo LESSEE written notice of such default. After receipt of such written notice, the LESSEE shall have fifteen (15) days in which to cure any nonetary default and thirty (30) days in which to cure any noi-monetary default, provided the LESSEE shall have such extended period as may be required beyond the thirty 30) days if the nature of the curo reasonably requires more than thirty (30) days and the LESSEE commences the cure within the thirty 30) day period and thereaftor 04/04/06 444538 continuously and diligently pursues the cure to completion, The LESSOR may not maintain any action or effect any remedies for default against the LESSEE uоless and until the LESSEE has failed to cure the same within the tine periods provided in this paragraph. HE LESSEE defáults and fails to cure, all of tho rent for the remainder of the then current term shall, at LESSOR's option, become immediately due and payable. In addition to LESSOR's rights and remedies under applicable law, LESSOR may terminate this lease upon LESSEE's default and the passing of the applicable cure period if LESSEE has not reasonable cured such default, by giving thirty (30) days notice LESSEF agrees to pay all of LESSOR's reasonable costs and expenses, including reasonable attorneys' fees incurred in enforcing this lease, 22. ENVIRONMENTAL LESSOR will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with rogard to any environmental industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way related to activity now conducted in, on, or in any way related to the LESSOR's use of the Property, unless such conditions or concerns are caused by the activities of the LESSEE. b, LESSEE will be responsible for all obligations of compliance with any and all onvironmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental oI industrial hygiene conditions or concerns as may now or at any time hereaftor be in effect, that are in amy way related to activity now conducted in, on, or in any way related to LESSEE's use of the Premises, unless such conditions or concerns are caused by the activities of the LESSOR. LESSOR shall hold LESSEE hamless and indemnify the LESSEB from and assume all duties, responsibility and liability at LESSOR's sole cost and expense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for TOsponding to any action, notice, slaim, order, summons, citation, directive, litigation, investigation or proceeding which is in any way related to: a) LESSOR's failure to comply with any environmental or industrial hygiene law, including without limitation any regulations, guidelines, standards or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions a may now or at any time hereafter be in effect, unless such compliance results from conditions caused by the LESSEE; and b) any environmental or industrial hygiene conditions arising out of or in any way related to the LESSOR's use of the Property or activities conduclod thereon, unless such environmental conditions are caused by the LESSOR's use of the Properly. d. LESSEE shall hold LESSOR hamless and indemnify the LESSOR from and assume all duti rosponsibility and liability at LESSEE's solo cost and Qxpense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, forfolitures, losses, costs, or damages) and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is in any way related to a) failure to comply with any environmental or industrial hygiene law, including without limitation any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene cornOCLS or conditions as may now any time hereafter be in effect unless such compliance results from conditions caused by the LESSOR; and b) any environmental or industrial hygiene conditions arising out of or in any way related to LESSEE's use of the Premises or activities conducted thereon, unless such environmental conditions are caused by the LESSOR. 23 In the event of darnage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within forth-five (45) days following same ar, if the Property is damaged by fire or other casualty so that such darnage may reАsonably be expected to disrupt LESSEE's operations at the Premises for more than forty-fivo (45) days, then LESSEE may at any time following such fire or other casualty, provided LESSOR Mt completed the restoration required to permit LESSEE to resume its operation at the Premises, terminate thi Lease upon fifteen (15) days written notico to LESSOR, Any such notice of tonination shall cause this L case to expire 04/07/06 44453B with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Lease and the parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Lease. Notwithstanding the foregoing, all rental shall abate during the period of such fire or other casualty. 24. CONDEMNATION. In the event of any condemnation of the Property, LESSEE may terminate this Lease upon fifteen (15) days written notice to LESSOR if such condemnation may reasonably be expected to disrupt LESSEE's operations at the Premises for more than forty-five (45) days. LESSEE may on its own behalf make a claim in any condemnation proceeding involving the Promises for losses related to the antennas, equipment, its relocation costs and its damages and losses (but not for the loss of its leasehold interest. Any such notice of termination shall cause this Lcase to oxpire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Lonse and the parties shall make an appropriate adjustment as of such termination date with respect to payments due to the other under this Lease. 25. SUBMISSION OF LEASE. The submission of this Lease for examination does not constitute an offer to lease the Premises and this Lease becomes effective only upon the full execution of this Lease by the Partie: If any provision herein is invalid, it shall be considered deleted from this case and shall not invalidate the remaining provisions of this Lease. Each of the Parties hereto warrants to the other that the person or porsOLS executing this Lease on behalf of such party has the fill right, power and authority to enter into and execute this Lease on such Party's behalf and that no consent from any other person or entity is necessary as a condition precedent to the legal effect of this Lease. 26. APPLICABLE LAWS. LESSEE shall use the Premises as may be required or as permitted by applicable laws, rules and regulations, LESSOR agrees to reasonably cooperate with the LESSEE regarding any compliance required by the LESSEE in respect to its use of the Premises. 27 SURVIVAL. The provisions of the Agreement relating to indemnification from one Party to the other Party shall survive any termination or expiration of this Agreement. Additionally, any provisions of this Agreement which require performance subsequent to the termination or expiration of this Agreement shall also survive such termination or expiration. 28. CAPTIONS. The caption: contained in this Agreement are inserted for convenience only and are not intended to be part of the Agroement They shall not affect or be utilized in the construction or interpretation of the Agreement. 29 The LESSOR shall have tho right to show said Premises to prospective purchasers at any reasonable time during the tem hereof and to right to show thс Premises to prospective tenants during the last year of each term hereof so long as neither LESSOR's representative nor any prospective purchaser disturb LESSEE's equipment in any Way, 30. LESSEE agrees to cooperate with LESSOR in connection with any repais or replacement of the roof, including temporary relocation of its equipment at no cost to LESSOR, so long as such relocation allows LESSEE to maintain the same level of courage, allows for no interruption in the service provided by LESSEE, and occurs no more than once per five (5) year term. 31 LESSEE agrees that it will not puncture the roof 32 LESSEE may not install or use a generator or fuel storage tank. 33 LESSEE agrees that only one D telecommunication provider or company may operate from the Premises at any one time. 34. LESSEE shall be responsible for all ad valorem taxes directly related to any of LESSEE's improvements on the Promises, 04/04/06 444538 IN WITNESS WHEREOF, the Parties hereto havo set their hands and affixed their respective seals the day and yoar first above written LESSOR: Pickwick Investments, LLC BY: ITS: N ANLt whether WITNESS See Reynoe manoueche SS ITS: Financict MLSITIL f LESSEE: Cellco Partnership d/b/a Verizon Wirele WINEcs BY: Hans F. Lcutenegger Area Vice President-Network-South Area Cokanis AND near WTTNESS 444467.] 04/07/06 444538 Exhibit A (Sketch ofProperty) 04/04/06 444 538 THEeel FLOOD NOT 215 The murd or on EE and S NOT is 8 W God tours are. lon or as an Inded for flion. DoT at sCRETURS CRIFICATION GAST da, 1978 PROFESSICNAL LES FU21 pit und this party and it is board has made a Te Mr. Kher rates' ALE, NM and Ns a 1 D a helda Marion, Robert ALINRY and Tan Sri ths E---DTIDUIONAB 1. PoIHurth LESLIE PFVII D, E JU, countre PICICK ELEVA DETAIL FLAFORY CCHIESUE " B " Tre ECEPTION NOTES MRVEYOR'S NOTES Brysled by RR InS, R MA, SEDOIED, labs harmlao, 200 A COO Rociop 5. Imed a C ground on the Serbian Is a Certo LA be a parentina in Dhn Arne Traine, Pa. An ETC Eurse this br two Dolan with t, An In RD Act, Sgy enly, of a party as a I valie Roe Bo Moofto Retent are the most complete TNS ser melo Anth, Heath born In a pool on Siro degrenalty and then Tom Hermer DE runnerſ Prepared by MAROT 36 sa FTA +-3 early or booty Cada A. O portion of Congonlineup a rousing repo recorded ple or that is not and prqug med, nd Cape C ral 27, Peg PR Neal Rao Van see, Poy 90 per ot affect Dal LoD, the infore PICKWICKHOTEt SEC. 1. T-8-S, R-3-w JEFFERSON COUNTY. A AANA

ANSWER to {{1}} Complaint by Cellco Partnership.

FILED 2017 Mar-13 AM 11:31 U.S. DISTRICT COURT N.D. OF ALABAMA IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION SJP INVESTMENT PARTNERS LLC,]] Plaintiff,]] v.] CIVIL ACTION FILE NO.:] 2:17-CV-79-AKK CELLCO PARTNERSHIP d/b/a] VERIZON WIRELESS,]] Defendant.] ANSWER Defendant Cellco Partnership d/b/a Verizon Wireless hereby responds to Plaintiff SJP Investment Partners LLC’s Complaint, showing the Court as follows: 1. Verizon Wireless lacks knowledge or information sufficient to form a belief about the truth of the allegations set forth in paragraph 1 of the complaint. 2. Verizon Wireless admits the allegations set forth in paragraph 2 of the complaint. 3. Verizon Wireless lacks knowledge or information sufficient to form a belief about the truth of the allegations set forth in paragraph 3 of the complaint. 4. Verizon Wireless admits that venue is proper in this Court and this dispute arising from certain real property located in this district as alleged in paragraph 4 of the complaint. Verizon Wireless lacks knowledge or information 1 sufficient to form a belief about the truth of the remaining allegations set forth in paragraph 4 of the complaint. 5. Verizon Wireless admits that it entered into a Building and Rooftop Lease Agreement with Pickwick Investments, LLC as alleged in paragraph 5 of the complaint. Verizon Wireless, however, lacks knowledge or information sufficient to form a belief about the truth of the remaining allegations set forth in paragraph 5 of the complaint. 6. Verizon Wireless admits the allegations set forth in paragraph 6 of the complaint. 7. Verizon Wireless denies the allegations set forth in paragraph 7 of the complaint. 8. Verizon Wireless denies the allegations set forth in paragraph 8 of the complaint. COUNT ONE BREACH OF AGREEMENT 9. Verizon Wireless incorporates it responses to paragraphs 1-8 of Plaintiff’s complaint fully as if set forth verbatim herein. 10. Verizon Wireless denies the allegations set forth in paragraph 10 of the complaint. 11. Verizon Wireless denies the allegations set forth in paragraph 11 of the complaint. 2 12. Verizon Wireless denies the allegations set forth in paragraph 12 of the complaint. 13. Verizon Wireless denies the allegations set forth in paragraph 13 of the complaint. Verizon Wireless denies that Plaintiff is entitled to any recovery as sought in the ad damnum clause following Count One. COUNT TWO UNJUST ENRICHMENT 14. Verizon Wireless incorporates it responses to paragraphs 1-13 of Plaintiff’s complaint fully as if set forth verbatim herein. 15. Verizon Wireless denies the allegations set forth in paragraph 14 of the complaint. 16. Verizon Wireless denies the allegations set forth in paragraph 15 of the complaint. 17. Verizon Wireless denies the allegations set forth in paragraph 16 of the complaint. Verizon Wireless denies that Plaintiff is entitled to any recovery as sought in the ad damnum clause following Count Two. 18. In response to the Complaint as a whole, Verizon Wireless specifically denies any allegations except those specifically admitted herein. 3 Verizon Wireless further sets forth the following matters constituting an avoidance or affirmative defense: FIRST DEFENSE The Complaint fails to state a claim upon which relief may be granted. SECOND DEFENSE This action may be barred, either in whole or in part, by the following: estoppel, novation, statute of limitations, or waiver. THIRD DEFENSE This Court may lack jurisdiction over the subject matter. FOURTH DEFENSE Plaintiff failed to satisfy certain conditions precedent before bringing this action. FIFTH DEFENSE Plaintiff may lack standing to prosecute this action. SIXTH DEFENSE Since there is an alleged express agreement (i.e., lease agreement) between the parties, Plaintiff’s unjust enrichment claim is barred as a matter of law. Verizon Wireless reserves the right to supplement or amend its answer. WHEREFORE, Verizon Wireless respectfully prays that: 4 1. The Court dismiss with prejudice this action and tax all costs to Plaintiff; 2. The Court award Verizon Wireless its attorneys’ fees and costs; 3. The Court enter a final judgment in favor of Verizon Wireless; and 4. The Court award Verizon Wireless any other relief deemed appropriate./s/William H. Morrow Attorney for Defendant, Cellco Partnership d/b/a Verizon Wireless OF COUNSEL: William H. Morrow wmorrow@lightfootlaw.com LIGHTFOOT, FRANKLIN & WHITE, L.L.C. The Clark Building 400 North 20th Street Birmingham, AL 35203-3200 (205) 581-0700 CERTIFICATE OF SERVICE I hereby certify that on this 13th day of March, 2017, I electronically filed the foregoing with the Clerk of Court using the CM/ECF system, which will send notification of such filing to: Richard A. Bearden, Esq. MASSEY, STOTSER & NICHOLS, PC 1780 Gadsden Highway Birmingham, AL 35235/s/William H. Morrow Of Counsel 5

ALND UNIFORM INITIAL ORDER GOVERNING ALL FURTHER PROCEEDINGS reminding parties of their obligations under FRCP26(f)- with appendices attached. Signed by Judge Abdul K Kallon on 3/16/2017.

FILED 2017 Mar-16 AM 08:28 U.S. DISTRICT COURT N.D. OF ALABAMA IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION SJP INVESTMENT PARTNERS,) LLLC,)) Plaintiff,) Civil Action Number) 2:17-cv-0079-AKK vs.)) CELLCO PARTNERSHIP,)) Defendants.) ALND UNIFORM INITIAL ORDER GOVERNING ALL FURTHER PROCEEDINGS PLEASE TAKE NOTICE: All parties must thoroughly review the provisions of this order, which shall govern all proceedings in this action, unless subsequently modified by written order for good cause shown.1 I. DUTIES UNDER FEDERAL RULE OF CIVIL PROCEDURE 26(f) The parties are reminded of their obligations under Federal Rule of Civil Procedure 26(f) to confer, as soon as practicable, but in no event later than forty- five (45) days from the first appearance of a defendant, for the purposes of considering the nature and basis of their claims and defenses; the possibilities for a 1 By appearing in this case and practicing in this court, each attorney or pro se party certifies to this court that he or she has read and is prepared to fully comply with this court's local rules. Page 1 of 24 prompt settlement or resolution of the case; to make or arrange for the disclosures required by Fed. R. Civ. P. 26(a)(1); to develop a proposed discovery plan that indicates the parties' views and proposals concerning all of the matters addressed in sub-paragraphs (1) through (4) of Fed. R. Civ. P. 26(f); and in appropriate cases, to consider whether to consent to the exercise of magistrate judge jurisdiction under 28 U.S.C. § 636(c). If the parties are unable to agree upon a date, time, or place for such conference, the parties are hereby ORDERED to meet at 10:00 a.m. on the last Friday falling within the forty-five day period in the chambers of the undersigned judge. If use of the court's chambers is required, counsel should telephone chambers at least seven days prior to the required meeting to advise the court. If a party is proceeding without counsel, the obligation to telephone chambers rests upon counsel for the opposing party. A. Form of Report The court expects a report of the parties' planning meeting, in the general format of the scheduling order available at http://www.alnd.courts.gov/content/judge-abdul-k-kallon to be jointly filed by the parties with the Clerk of Court within fourteen (14) days after the meeting. Should the parties disagree about an item, the positions of the parties as to that Page 2 of 24 item should be clearly set forth in separate paragraphs. The report also should contain a synopsis of the case advising the court of the general claims and defenses of the parties. When preparing the report, be aware that the case should be ready for trial within twelve (12) months from the date of service of the complaint unless extraordinary circumstances exist. Note that the burden lies on the parties to explain why the case cannot be tried within that time frame. B. Compliance with HIPAA In accordance with the requirements of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Pub. L. No. 104-191, 110 Stat. 1936 (1996), and regulations promulgated thereto, when "protected health information" is relevant to the claims or defenses presented in an action, the party seeking such "protected health information" shall present a valid authorization at the Fed. R. Civ. P. 26 planning meeting to be executed by the party from whom such "protected health information" is sought. The parties shall include in their report a deadline (specific date) by which the authorization will be executed. Alternatively, the parties may present to the court a "qualified protective order" in substantially the form attached to this order as Appendix I, to be entered by stipulation of counsel for all parties. Page 3 of 24 C. Suitability of Action for Alternative Dispute Resolution All parties should give early consideration to the possibility of settlement to avoid unnecessary costs and fees. The court requires that the attorneys for all parties make an early analysis of the case along with their clients and be prepared to discuss settlement at an early date. The parties shall also consider and discuss whether this action may be suitable for mediation, whether under the court's ADR plan or otherwise. If any party thinks that a settlement conference with the court at any stage would be conducive to settlement, that party may make a written request that the court conduct such a conference. The results of all these discussions shall be included in the report of the parties' planning meeting to be filed with the court. Each attorney is directed to immediately forward a copy of the Initial Order to his or her client. Plaintiff(s)' attorney(s) are ORDERED to immediately discuss the feasibility of settlement with Defendant(s)' attorney(s). D. Commencement of Discovery The parties are authorized to commence discovery pursuant to the terms of Fed. R. Civ. P. 26 immediately after the required report has been filed. In cases removed from state court in which any discovery requests were filed before such removal, those discovery requests shall be deemed to have been filed on the Page 4 of 24 date the report required by Fed. R. Civ. P. 26(f) is filed in this court. The parties may elect, but are not required, to file discovery notices, requests and responses with the Clerk of Court. Even if the discovery notice or request is filed with the Clerk of Court, the discovery response does not have to be filed. Counsel are reminded to review the court's Administrative Procedures Manuals for electronic filing (on the court's website) for the importance of redacting or sealing personal identifiers (e.g., Social Security numbers, drivers' license numbers, birth dates, addresses, telephone numbers, bank account and credit card information) and other personal or sensitive information, in compliance with the E-Government Act. E. Dismissal of Non-Served Defendants Take Notice: Any defendant who has not been served with a summons and complaint within 90 days after the filing of the complaint (or within 90 days after the party was added to the action) may be dismissed without further order of the court unless prior to such time the party on whose behalf such service is required shows good cause why service has not been perfected. F. Hand Deliveries If counsel wishes to provide the court with a courtesy copy of a motion or brief, or if an order of this court requires submission of a copy in Page 5 of 24 addition to the original, such copy shall be clearly identified as a 'courtesy copy' and include the CM/ECF case number, document, date, and page stamp on each page. All hand deliveries, unless otherwise instructed, are to be delivered to the Clerk's Office for delivery to the court's chambers. Fax copies are not accepted. G. Electronic Submissions Since January 3, 2005, the official record of the court has been the electronic docket maintained pursuant to CM/ECF. Except in extraordinary circumstances, all filings shall be consistent with the court's Administrative Procedures Manuals for civil and criminal cases. Attorneys are required to register for electronic filing and service through the "Attorney Registration" link on the court's website, www.alnd.uscourts.gov. Once an attorney has so registered, his or her registration becomes permanent, and he or she is not required to re-register in each individual case. Documents filed through CM/ECF must be in pdf (Portable Document Format). As part of the CM/ECF system, the court has established a "chamber's email address" for each judicial officer. The address for the undersigned judge's chambers is kallon_chambers@alnd.uscourts.gov. This email address has been established to enable parties to submit proposed orders or other requested documents to the judge in WordPerfect format, or otherwise to Page 6 of 24 communicate with the judge on matters directly related to a case. Non-case- related communications should NOT be sent to the chambers email address. Ex parte communications are not acceptable; all communications to the chambers email address must show a copy to all opposing counsel or pro se parties. Counsel should send communications to the chambers email address only if the court is being requested to do something; counsel should not copy the chambers email address with communications, arguments, debates, or other matters occurring solely between counsel. II. ATTORNEY FEE SHIFTING CASES If a party anticipates that during or upon the completion of this action it may for any reason (other than as a sanction under the Federal Rules of Civil Procedure) seek an award of attorney's fees from the opposing party pursuant to any statute or other law, the party must, with the exception of cases pending before Judge William M. Acker, Jr., comply with the following requirements as a precondition to any such award: (a) Counsel must maintain a separate record of time with a complete and accurate accounting of all time devoted to this particular action (to the nearest 1/10 of an hour), recorded contemporaneously with the time expended, for each attorney and with sufficient detail to disclose the nature of the work performed in the action (i.e., not just "research" but the specific matter being researched; not just "conference" but identity of persons conferring Page 7 of 24 and general subject matter of the conference). (b) If a claim will be made for services performed by any person not a member of the bar, a separate time record shall be maintained for each such individual in accordance with (a) above. (c) Counsel is DIRECTED to review and verify all attorney and non- attorney time records no less than once per month. (d) Although the court does not require counsel to file a copy of the time records prior to a request for a fee, counsel may file with the Clerk of Court either a copy of the time record referred to in (a) above, or a separately prepared document setting forth the information described in (a) above. If counsel elects to file reports, they should be filed by the 15th day of the month following the month in which the work was performed during the pendency of the case. If counsel elects to file time reports, the material filed may be filed under seal, subject to further court order, by placing the same in a sealed envelope with the case name and number along with "ATTORNEY TIME RECORDS - FILE UNDER SEAL" written thereon. However, if the material is filed under seal, then the filing party must, at the time of such filing, also file (and serve a copy on opposing parties or their counsel) a document stating the total of the hours represented by the sealed filing, allocated as to total attorney hours and total non-attorney hours included in the current filing under seal. Upon the conclusion of this case, without further order the seal will be lifted as to all attorney fee materials filed under seal. (e) A Petition for Attorney's Fees shall be accompanied by Counsel's Certification that all time records are accurate; that such records were prepared contemporaneously with the performance of the work for which the fees are claimed; and that Counsel reviewed and verified all attorney and non-attorney time records no less frequently than once per month. Take Notice: Failure to comply with the foregoing requirements will normally result in attorney's fees being disallowed. Page 8 of 24 III. CASES THAT REQUIRE EEOC CHARGES If this case is one in which the filing of a charge of discrimination with the Equal Employment Opportunity Commission or similar agency is required as a prerequisite to suit, then the PLAINTIFF(S) MUST file with the Clerk of Court at the time of filing the disclosures required by Fed. R. Civ. P. 26(a)(1): (A) a copy of all charges of discrimination filed with the EEOC and which form the bases of the action; and (B) a copy of the EEOC's response to all such charges of discrimination filed with that agency, including the notice of right to sue. IV. MOTION PRACTICE A. Summary Judgment Motions Any motion(s) for summary judgment filed in this action must comply with all requirements of Appendix II to this order. B. Motions (Other than Summary Judgment Motions) Motions filed in this action (other than summary judgment motions) must comply with all requirements of Appendix III to this order. Prior to filing any motion (other than a potentially dispositive motion) in this case, moving counsel shall contact the opposing counsel and determine if counsel will oppose Page 9 of 24 the motion. All motions SHALL include, in the caption under the case number, a notation that the motion is either "Opposed" or "Unopposed." In addition to the requirements of Fed. R. Civ. P. 37(a)(2)(A), the first paragraph SHALL briefly summarize the parties' attempts to resolve the issue(s) and set forth areas of agreement and disagreement. C. Motion of Counsel to Withdraw Once an attorney has appeared as counsel for a party, he or she may not withdraw from the action merely by filing a "notice of withdrawal," but must file a motion seeking permission of the court to do so, explicitly stating the grounds therefor. Any motion to withdraw which, if granted, would leave a party unrepresented by counsel must include a certification that the moving attorney has served a copy of the motion on his or her client and has informed the client of the right to promptly file an objection with the court. The motion must also include the notation, "Future notice to (name of party) is to be made at the following address: (last known address of the party)." D. Type Size The court requires all documents created by counsel for submission to the court to be in 14 point type, except that footnotes may be in 12 point type. Page 10 of 24 DONE and ORDERED this 16th day of March, 2017. ________________________________ ABDUL K. KALLON UNITED STATES DISTRICT JUDGE APPENDIX I Page 11 of 24 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ALABAMA ________ DIVISION AAA,)) Plaintiff(s),)) vs.) Civil Action Number) BBB,)) Defendant(s).) QUALIFIED HIPAA PROTECTIVE ORDER The parties are hereby granted the right, upon compliance with the applicable discovery provisions of the Federal Rules of Civil Procedure and the orders of this court, to obtain from any health care provider, health plan, or other entity covered by the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191, 110 Stat. 1936 (1996) ("HIPAA"), any and all information relating to the past, present, or future medical condition of any individual who is a party to this action (or the decedent or ward of a party who sues in a representative capacity), as well as any and all information relating to the provision of health care to such individual and payment for the provision of such health care. This order authorizes any third-party who is provided with a subpoena requesting the production of documents or commanding attendance at deposition Page 12 of 24 or trial to disclose the Protected Health Information in response to such request or subpoena. This order is intended to authorize such disclosures under the privacy regulations issued pursuant to HIPAA. 45 C.F.R. § 164.512(e)(1)(i). The parties are expressly prohibited from using or disclosing the protected health information obtained pursuant to this order for any purpose other than this action. Further, the parties are ordered to either return to the covered entity from whom or which such protected health information was obtained, or to destroy the protected health information (including all copies made), immediately upon conclusion of this action. See 45 C. F. R. §§ 163.502(b); 164.512(e)(1)(v). DONE and ORDERED this ________ day of __________, 20__. ________________________________ ABDUL K. KALLON UNITED STATES DISTRICT JUDGE Page 13 of 24 APPENDIX II SUMMARY JUDGMENT REQUIREMENTS NOTICE This exhibit contains specific, mandatory instructions regarding the preparation and submission of briefs and evidentiary materials in support of and in opposition to summary judgment motions. These instructions must be followed explicitly. Except for good cause shown, briefs and evidentiary materials that do not conform to the following requirements may be stricken. SUBMISSION DATES The parties to the above-styled action have received or will receive a deadline for the filing of dispositive motions. Any motion for summary judgment and supporting brief and evidentiary materials will be due on or before that deadline. The responsive submission of the party opposing the motion for summary judgment shall be filed not later than 21 days after the motion for summary judgment is filed. The movant's reply submission shall be filed not later than 11 days after the date on which the opponent's responsive submission was due. To ensure that each party is afforded a full and fair opportunity to be heard, the parties must cause copies of briefs and evidentiary materials to be delivered to Page 14 of 24 opposing parties without undue delay and, generally, on the same date such materials are submitted to the court. SUBMISSIONS The parties' submissions in support of and opposition to summary judgment motions must consist of: (1) a brief containing, in separately identified sections, (i) a statement of allegedly undisputed relevant material facts and (ii) a discussion of relevant legal authorities; and (2) copies of any evidentiary materials upon which the party relies. More detailed requirements for these submissions are explained in the following sections. REQUIREMENTS FOR BRIEFS A. Format Initial and response briefs are limited to thirty (30) pages. Reply briefs are limited to ten (10) pages. Briefs that exceed twenty (20) pages must include a table of contents that accurately reflects the organization of the document. The table of contents is not included in the page limit. The text of briefs must be double spaced (except for quotations exceeding fifty (50) words, which may be block indented from the left and right margins and single spaced) using fourteen (14) point typeface, preferably Times New Roman. Page 15 of 24 B. Number Submitted The parties must file the original brief with the Clerk of Court or electronically using the CM/ECF system. For those filing a physical brief (i.e., pro se litigants or parties filing briefs under seal) with the Clerk of Court, the parties must simultaneously submit to the Clerk's Office, for delivery to the court's chambers by the Clerk, an exact copy of the original, clearly identified as a "courtesy copy," three-hole punched and securely bound by three-ring binder for ease of use, and, to prevent inadvertent loss of pages.2 Electronic filers shall submit to the Clerk's Office for delivery to chambers an exact "courtesy copy" of the brief, which includes the CM/ECF case, document, date, and page stamp on each page, that same day or, if after hours, by noon the next business day. All parties shall also e-mail to the court's chambers a copy of their brief in WordPerfect format at kallon_chambers@alnd.uscourts.gov. 2 This requirement applies as well to the parties' evidentiary materials in support of their respective positions. Page 16 of 24 C. Manner of Stating Facts The court no longer requires the parties to state their facts in numbered paragraphs or to respond "admit" and "deny" to each other's numbered paragraphs. Nonetheless, all briefs submitted either in support of or in opposition to a motion must begin with a statement of allegedly undisputed relevant material facts. Counsel must state facts in clear, unambiguous, simple, declarative sentences. All statements of fact must be supported by specific reference to evidentiary submissions, including page and line citations for depositions. Opposing and reply briefs that take issue with a party's alleged undisputed facts must also cite to the specific page and line of a deposition or the specific portion of the evidentiary record that purportedly contradicts the alleged undisputed fact. Any statements of fact that are disputed by either party must be followed by a specific reference, by page and line, to those portions of the evidentiary record upon which the dispute is based. All additional material facts set forth in the response will be deemed to be admitted for summary judgment purposes unless controverted by the reply. The court reserves the right sua sponte to STRIKE any statements of fact or responsive statements that fail to comply with these requirements. Page 17 of 24 REQUIREMENTS FOR EVIDENTIARY MATERIALS The parties must file electronically or with the Clerk of Court, simultaneously with their briefs, all evidentiary materials (e.g., affidavits, exhibits, depositions, or other products of discovery) relied upon in support of or opposition to summary judgment motions, except those materials included in the moving party's initial evidentiary submission may be referenced by any party opposing the motion, without re-submitting additional copies of the same documents. While the court reserves the right to consider evidentiary materials that are not specifically referenced in the brief, no party has a right to assume the court will consider such materials. A specific reference must include the exhibit number, page, and, when appropriate, the line number. A. Organization Each volume of evidentiary materials must include a table of contents that includes a brief narrative description of each document included: e.g., "Plaintiff's Exhibit 1, the Deposition of John Jones." For ease of citation, each affidavit, exhibit, deposition, or other product of discovery must be separately identified by a capital letter or numeral (i.e., "Exhibit A" or "Exhibit 1"); and, if the exhibit Page 18 of 24 contains more than one page, each page must be separately numbered.3 Counsel are directed to submit entire depositions, even if relying only on excerpts, in travel transcript format consisting of no more than four pages of deposition text per 8½ by 11 page. 3 A reference to that exhibit in the statement of facts or brief might be, "Plaintiff's Ex. 1, p. 41." The court does not, however, require any specific form as long as specific page references are used. Page 19 of 24 APPENDIX III NON-SUMMARY JUDGMENT MOTION SCHEDULING ORDER4 AND SUBMISSION GUIDELINES The court recognizes that a number of motions filed with the court do not require additional briefing before the court takes them under consideration. However, to the extent the parties determine that briefing is necessary on a non- summary judgment motion, or to the extent the court orders briefing on a non- summary judgment motion, this order establishes the schedule and requirements for the submission of such. Except for good cause shown, briefs that do not conform to the requirements of this Order will be stricken. A. Schedule 1. Upon the filing of any non-summary judgment motion, the movant shall either incorporate into the motion the arguments and/or authorities upon which it relies or simultaneously file a separate brief with its initial motion. 2. The opponent's responsive brief shall be filed not later than seven (7) calendar days thereafter, unless otherwise ordered by the court. (NOTE: If the due date falls on a weekend or court holiday, the due date shall be the next 4 NOTE: The following instructions do not apply to summary judgment motions unless an order of the court specifically provides otherwise. Any motion(s) for summary judgment filed in this action shall be governed by the provisions of Appendix II to the Uniform Initial Order, which can be viewed on the court's website at http://www.alnd.uscourts.gov/Kallon/KallonPage.htm. Page 20 of 24 business day.) 3. The movant's reply brief shall be filed not later than three (3) calendar days after the date on which the opponent's responsive brief was due, unless otherwise ordered by the court. (NOTE: If the due date falls on a weekend or court holiday, the due date shall be the next business day.) The parties shall transmit their briefs in such a manner that their opponents will not suffer any undue delay in the receipt of their service copies of any briefs. It is the intent of the court that each party shall be afforded a full and fair opportunity to be heard, and counsel are expected to take care that service of copies is not unreasonably delayed.5 Upon conclusion of the submission schedule, the court may take the motion under submission without further notice to the parties, and materials submitted after the close of the submission schedule will not be considered in ruling on the motion absent obtaining leave of court. B. Briefs The parties shall electronically file their briefs through the court's CM/ECF system and shall submit an exact courtesy copy of the brief, which includes the CM/ECF case, document, date, and page stamp on each page, to the Clerk's office 5 The opposing party should typically receive a copy of all materials on the same date that the submission is made to the court, but in no event more than one (1) business day later. Page 21 of 24 for delivery to the court's chamber.6 The parties are then required to email their briefs, in WordPerfect format, to the chambers email address at kallon_chambers@alnd.uscourts.gov. The courtesy copy submitted to the Clerk's office for delivery to the court's chamber, as well as files sent via email, shall contain the exact same materials and only the materials which are electronically filed through the court's CM/ECF system. There must be no differences between the electronically "filed" briefs and the "courtesy copy" provided to the court, except that the courtesy copy submitted for the court's chamber must be three-hole punched and securely bound by a three-ring binder for ease of use and to prevent inadvertent loss of pages. In the event of a later appeal, the court will look unfavorably upon motions to supplement the record on appeal to add materials on the ground that such materials were submitted to the court but were not electronically "filed" with the Clerk. Briefs should be entitled "[Movant's or Opponent's] [Initial, Responsive, or Reply] Submission, and if applicable, "[In Response to (document title)]" to ensure that the brief will be filed by the Clerk in the official court record. Briefs exceeding twenty (20) pages in length shall have incorporated therein a table of contents that accurately reflects the organization of the brief. Tables of Contents 6 Deliveries are no longer accepted in the court's chamber unless prior arrangements have been made. Page 22 of 24 shall not be included for purposes of computing the number of pages in a brief. 1. Page Limitation – Dispositive motions other than summary judgment (e.g., motion to remand, motion to dismiss) Initial and response briefs must be (1) typewritten, (2) double-spaced, (3) in fourteen (14) point type, except footnotes may be in twelve (12) point type, and (4) limited to fifteen (15) pages, exclusive of exhibits. Reply briefs are limited to five (5) pages. 2. Page Limitation – Non-dispositive motions (e.g., motion to compel, motion to quash) Initial and response briefs must be (1) typewritten, (2) double-spaced, (3) in fourteen (14) point type, except footnotes may be in twelve (12) point type, and (4) limited to ten (10) pages, exclusive of exhibits. Reply briefs are limited to five (5) pages. C. Required Certification Counsel for either party (or any individual under the direction or control of a party) signing any document, including an affidavit, in connection, either directly or indirectly, with a motion, response, or reply, shall certify by his or her personal signature and as an officer of the court that he or she has affirmatively and diligently sought to submit to the court only those documents, factual Page 23 of 24 allegations, and arguments that are material to the issues to be resolved in the motion, that careful consideration has been given to the contents of all submissions to ensure that the submissions do not include vague language, an overly broad citation of evidence, or misstatements of the law, and that all submissions are non-frivolous in nature. D. Oral Argument Upon receipt of the motion, the court may schedule the motion for consideration at a separate hearing. Oral argument is not required, but either party may submit a request for oral argument by serving a request on the court and opposing party. Requests for oral argument must be separately submitted for delivery to the court's chamber (not filed or requested within the motion or brief). The court will permit oral argument if it appears it is necessary or would be helpful to the motion's expedient and appropriate disposition. Page 24 of 24

MOTION for Leave to File Defendant's Motion for Leave to Amend and Supporting Memorandum by Cellco Partnership.

Case 2:17-cv-00079-AKK Document 29 Filed 05/26/17 Page 1 of 10 FILED 2017 May-26 PM 02:08 U.S. DISTRICT COURT N.D. OF ALABAMA IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION SJP INVESTMENT PARTNERS LLC,]] Plaintiff,]] v.] CIVIL ACTION FILE NO.:] 2:17-CV-79-AKK CELLCO PARTNERSHIP d/b/a] OPPOSED VERIZON WIRELESS,]] Defendant.] DEFENDANT’S MOTION FOR LEAVE TO AMEND AND SUPPORTING MEMORANDUM Certification: As required by the ALND Uniform Initial Order Governing All Further Proceedings (Doc. No. 21), prior to filing this motion, the parties have spoken and counsel have exchanged emails in an attempt to resolve the issues (e.g., unimpeded access to its leased property and easement) ultimately giving rise to the subject matter of this motion, but to no avail. Moreover, counsel for moving party emailed opposing counsel to confirm whether his client would consent or otherwise oppose this motion. Moving party’s counsel did not receive a response to his email; therefore, it is presumed this motion will be opposed. 1 Case 2:17-cv-00079-AKK Document 29 Filed 05/26/17 Page 2 of 10 1. Introduction. Since 2006, Defendant Cellco Partnership d/b/a Verizon Wireless has leased space on the rooftop of a Birmingham hotel. In its leased space, Verizon Wireless has installed and maintained radio equipment, which provides cell phone coverage for thousands of people in and around Birmingham. Verizon Wireless believes Plaintiff SJP Investment Partnership may now have an ownership interest in the hotel. SJP has sued Verizon Wireless, seeking over $180,000 allegedly due under a leased entered into by and between Verizon Wireless and another company. Verizon Wireless answered SJP’s complaint, denying that it owes SJP any money under the lease and raising doubts that SJP has standing to even bring this action. Since Verizon Wireless filed its answer, SJP has improperly denied or conditioned Verizon Wireless’ access to its leased premises. If Verizon Wireless cannot access its leased premises to inspect and maintain its radio equipment, the equipment will likely fail, causing significant disruption to businesses and others who rely on their cell phone coverage. Even more importantly, such failure will likely prevent many people from being able to place 911 emergency calls and thus communicating timely with persons whose urgent help they may need. 2 Case 2:17-cv-00079-AKK Document 29 Filed 05/26/17 Page 3 of 10 SJP has no right to interfere with Verizon Wireless’ leased premises (or its radio equipment), and it appears SJP is doing so in an effort to gain leverage in this litigation. In accordance with Fed. R. Civ. P. 13(e) and 15(d) and the April 28, 2017 Amended Scheduling Order (Doc. No. 27) (and as otherwise provided by law), Verizon Wireless seeks the Court’s permission to file the attached counterclaim, see Exhibit A, which asserts a number of now matured claims against SJP, including declaratory and injunctive relief and claims for breach of easement, tortious interference, and breach of contract (in the alternative)—all based primarily upon events that have occurred since Verizon Wireless answered the complaint. 2. Background. In July 2006, Pickwick Investments, LLC and Verizon Wireless entered into a Building and Rooftop Lease Agreement (the "Lease"). (Burdette Decl. ¶ 4.)1 Under the Lease, Pickwick leased to Verizon Wireless 537 square feet on the roof of a hotel located at 1023 20th Street South, Birmingham, Alabama (the "Premises"). (Id.) Pickwick also granted Verizon Wireless the right to access the Premises "during normal business hours, except in the case of emergency, in which case [Verizon Wireless] shall have access to the demised premises seven (7) days a 1 Mr. Thad Burdette’s declaration is attached as Exhibit 1 to Verizon Wireless’ Motion for Preliminary Injunction. 3 Case 2:17-cv-00079-AKK Document 29 Filed 05/26/17 Page 4 of 10 week, twenty-four (24) hours a day" (the "Access Rights"). (Id.) So long as the Lease is in effect, Verizon Wireless has the absolute right to the use of the Premises and the Access Rights. (Id.) Verizon Wireless installed certain equipment (e.g., radio antennas) on the Premises (the "Equipment"). (Burdette Decl. ¶ 5.) The Equipment allows Verizon Wireless’ customers and others to place and receive telephone calls and texts, search the internet, send and receive data, conduct business, and place 911 emergency calls. (Id.) The Equipment serves a potential population of over 50,000 people in and around Birmingham. (Id.) The Equipment also serves as a "hub" for seven other similar sites, which serve a potential population of over 325,000 people in and around Birmingham. (Id.) If the equipment fails for any reason, then it will likely cause the equipment at the other seven sites to fail as well, thus disrupting service to potentially hundreds of thousands of people in the Birmingham area. (Id.) The Equipment is located outside of the hotel and is subject to potential lighting strikes, storms, wind, rain, snow, hail, heat, cold, sun, birds, wildlife, interference by people, and other outside conditions and forces. (Burdette Decl. ¶ 6.) To ensure the Equipment continues to operate, Verizon Wireless must perform 4 Case 2:17-cv-00079-AKK Document 29 Filed 05/26/17 Page 5 of 10 regular inspections of and maintenance on the Equipment. (Id.) Moreover, Verizon Wireless must update the Equipment from time to time. (Id.) Ulysses Asset Sub II, LLC ultimately acquired Pickwick’s rights and obligations under the Lease. (Burdette Decl. ¶ 10.) To this day, the Lease remains in effect, Verizon Wireless continues to send rent payments to Ulysses, and Ulysses, as successor-in-interest of Pickwick under the Lease, continues to hold itself out as Verizon Wireless’ landlord. (Burdette Decl. ¶ 13.) SJP filed this suit claiming Verizon Wireless owes it money under the Lease. (Compl.) However, nothing in Verizon Wireless’ records indicates that SJP has any rights or is owed any money under the lease. (Burdette Decl. ¶ 14.) On March 13, 2017, Verizon Wireless answered the complaint, denying that it owes SJP any money under the Lease and asserting, in part, that SJP lacked standing to bring this action. (Answer, Fifth Defense [Doc. No. 19].) Since the filing of the answer, SJP has at times prevented Verizon Wireless from accessing the Premises and has interfered with its Access Rights. (Burdette Decl. ¶ 15.) For example, on May 12, 2017, Verizon Wireless tried to access the Premises, but SJP refused Verizon Wireless’ Access Rights, telling Verizon Wireless that it would have no access to the Premises because of this ongoing lawsuit. (Burdette Decl. ¶ 15.) On that same day, Verizon Wireless’ counsel 5 Case 2:17-cv-00079-AKK Document 29 Filed 05/26/17 Page 6 of 10 called and emailed SJP’s counsel demanding access to the Premises. (Kohler Decl. ¶ 4.)2 Five days later, SJP’s counsel stated that Verizon Wireless would have conditional access to the Premises only for the ensuing 30 days and so long as this dispute is resolved during that timeframe. (Kohler Decl. ¶ 6.) However, according to counsel for SJP, if this dispute is not resolved during that time period, then SJP subsequently "will not allow further access" to the Premises (Kohler Decl. ¶ 6.) Less than ten days later, however, SJP denied Verizon Wireless access again to the Premises. (Benson Decl. ¶ 5.)3 Also since the filing of the answer, SJP has harassed and threatened people working for or on behalf of Verizon Wireless while they accessed or tried to access its leased Premises. (Burdette Decl. ¶ 17.) On one occasion, SJP expressed hope that Verizon Wireless’ Equipment would burn down. (Burdette Decl. ¶ 17.) Verizon Wireless now seeks to hold SJP accountable for its conduct occurring in particular since the filing of Verizon Wireless’ Answer. 2 Mr. Michael P. Kohler’s declaration is attached as Exhibit 2 to Verizon Wireless’ Motion for Preliminary Injunction. 3 Mr. Danny Benson’s declaration is attached as Exhibit 3 to Verizon Wireless’ Motion for Preliminary Injunction. 6 Case 2:17-cv-00079-AKK Document 29 Filed 05/26/17 Page 7 of 10 3. Argument and Citation of Authority The April 28, 2017 Amended Scheduling Order allows Verizon Wireless to amend its pleading up until August 15, 2017. (Doc. No. 27 ¶ 11.) To do so, Verizon Wireless "must file a Motion for Leave to Amend." (Id.) "The court should freely give leave when justice so requires. Fed. R. Civ. P. 15(a)(2). "On motion and reasonable notice, the court may, on just terms, permit a party to serve a supplemental pleading setting out any transaction, occurrence, or event that happened after the date of the pleading to be supplemented." Fed. R. Civ. P. 15(a)(d). Such a supplement can include the filing of a counterclaim: "[t]he court may permit a party to file a supplemental pleading asserting a counterclaim that matured or was acquired by the party after serving an earlier pleading." Fed. R. Civ. P. 13(e). The Court has broad discretion in allowing a supplemental pleading. W. Alabama Women’s Ctr. v. Miller, 318 F.R.D. 143, 147 (M.D. Ala. 2016). The Court should permit Verizon Wireless to file the proposed counterclaim. First, Verizon Wireless timely moved to amend its pleading. See Am. Scheduling Order. Second, the claims and relief sought in the proposed counterclaim are based primarily upon events that occurred after Verizon Wireless filed its Answer. Third, justice will be promoted by allowing the counterclaim to proceed by allowing a party an opportunity to vindicate its property rights. Finally, judicial 7 Case 2:17-cv-00079-AKK Document 29 Filed 05/26/17 Page 8 of 10 economy will be advanced by allowing the proposed counterclaim to be pursued in this case instead of in a separate, redundant action, especially since this case is in its early stages (i.e., a scheduling order was entered just last month, discovery does not end until October 31, 2018, and the case is not set for trial until June 2018). 4. Conclusion. The Court should grant Verizon Wireless’ motion to amend, exercising its discretion to permit Verizon Wireless to amend its Answer by filing the proposed counterclaim filed herewith. 8 Case 2:17-cv-00079-AKK Document 29 Filed 05/26/17 Page 9 of 10 This 26th day of May, 2017. Respectfully submitted, s/William H. Morrow William H. Morrow Lightfoot, Franklin & White, L.L.C. The Clark Building 400 North 20th Street Birmingham, AL 35203-3200 205-581-0700 205-581-0799 (f) wmorrow@lightfootlaw.com Michael P. Kohler Georgia Bar No. 427727 Admitted Pro Hac Vice Miller & Martin PLLC 1180 West Peachtree Street, N.W., Suite 2100 Atlanta, Georgia 30309-3407 404-962-6403 404-962-6303 (f) michael.kohler@millermartin.com Attorneys for Defendant Cellco Partnership d/b/a Verizon Wireless 9 Case 2:17-cv-00079-AKK Document 29 Filed 05/26/17 Page 10 of 10 CERTIFICATE OF SERVICE I hereby certify that on May 26, 2017, the foregoing DEFENDANT’S MOTION FOR LEAVE TO AMEND AND SUPPORTING MEMORANDUM was E-filed with the Court, which will send notice (and make available a service copy) to the parties of record, including: Richard A. Bearden, Esq. Massey, Stotser & Nickols, PC 1780 Gadsden Highway Birmingham, Alabama 35235 Via Email: rbearden@msnattorneys.com s/William H. Morrow Of Counsel 10

Exhibit A

FILED 2017 May-26 PM 02:08 U.S. DISTRICT COURT N.D. OF ALABAMA IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION SJP INVESTMENT PARTNERS EEC,]] Plaintiff/Counter-Defendant,]] V.] CIVIL ACTION FILE NO.:] 2:17-CV-79-AKK CELLCO PARTNERSHIP d/b/a] VERIZON WIRELESS, Defendant/Counter-Plaintiff. COUNTERCLAIM Cellco Partnership d/b/a Verizon Wireless adopts and incorporates its March 13, 2017 Answer. Having obtained leave of court, Verizon Wireless now amends and supplements its Answer by including this counterclaim, showing the Court as follows: Jurisdiction and Venue 1. Jurisdiction and venue are proper in this Court. Specifically, this Court has personal jurisdiction over S JP Investment Partners, EEC because it availed itself of jurisdiction here by filing this action, and for the same reason venue is proper in this district. This Court has subject-matter jurisdiction over this action because the parties are diverse and the amount in controversy is more than EXHIBIT 1 A $75,000. Moreover, this counterclaim arises, in part, out of rights granted to Verizon Wireless under a lease—^the same lease SJP has sued under. The Lease and Access Rights 2. On July 7, 2006, Pickwick Investments, LLC and Verizon Wireless entered into a Building and Rooftop Lease Agreement (the "Lease"). Under the Lease, Pickwick leased Verizon Wireless 537 square feet on the roof of a hotel located at 1023 20^^ Street South, Birmingham, Alabama (the "Premises"). Pickwick also granted Verizon Wireless the right to access the Premises "during normal business hours, except in the case of emergency, in which case [Verizon Wireless] shall have access to the demised premises seven (7) days a week, twenty-four (24) hours a day" (the "Access Rights"). §0 long as the Lease is in effect, Verizon Wireless has the absolute right to the use of the Premises and the exercise of its Access Rights. The Equipment 3. Verizon Wireless erected certain equipment (e.g., radio antennas) on the Premises (the "Equipment"). The Equipment allows Verizon Wireless’s customers and others to place and receive telephone calls and texts, search the internet, send and receive data, conduct business, and place 911 emergency calls, among other things. The Equipment has the capacity to directly serve a potential 2 population of over 50,000 people. The Equipment also serves as a "hub" for seven other similar sites, which together have the capacity to serve a combined potential population of over 325,000 people in and around Birmingham. If the Equipment fails for any reason, then it will likely cause the equipment at the other seven sites to fail as well, thus disrupting wireless services to potentially hundreds of thousands of people in the Birmingham area. 4. The Equipment is located outside of the hotel and is subject to potential lighting strikes, storms, wind, rain, snow, hail, heat, cold, sun, birds, wildlife, interference by persons, and other outside conditions and forces. To ensure the Equipment continues to operate, Verizon Wireless must perform regular inspections of and maintenance on the Equipment. Moreover, Verizon Wireless must update the Equipment from time to time. Changes to the Lease 5. At some point in the past. Five Points Hospitality of Birmingham, EEC acquired Pickwick’s rights under the Lease. On February 26, 2010, Five Points assigned and transferred to T6 Unison Site Management EEC "all of its right, title and interest in, to and under" the Lease, "including without limitation, all rents, security deposits and other monies due" to Five Points. 3 6. On August 16, 2010, T6 Unison and Verizon Wireless amended the Lease. Sometime after that, Ulysses Asset Sub II, LLC acquired T6 Unison’s rights under the Lease. 7. In November 2013, November 2014, and April 2016, Ulysses and Verizon Wireless amended the Lease. 8. To this day, the Lease remains in effect. Verizon Wireless continues to send rent payments to Ulysses, and Ulysses, as success-in-interest of Pickwick under the Lease, continues to hold itself out as Verizon Wireless’s landlord. Interference with the Premises and Access Rights 9. On January 17, 2017, SJP filed this action, claiming Verizon Wireless owes it over $184,000 for certain utility charges due under the Lease. SJP contends that it is the successor-in-interest of Pickwick under the Lease. But other than its conclusory allegations that it is Pickwick’s successor-in-interest under the Lease, SJP failed to attach any documents (e.g., purchase agreement, assignment, transfer agreement, etc.) to its complaint or to plead any specific facts demonstrating that it is indeed Pickwick’s successor-in-interest under the Lease. Further, Verizon Wireless has no paperwork or anything else from SJP or anyone else confirming that SJP is now Pickwick’s successor-in-interest under the Lease. 4 10. After filing of this action, SJP has at times prevented Verizon Wireless from accessing the Premises and has interfered with its Access Rights. For example, on May 12, 2017, Verizon Wireless tried to access the Premises, but SJP refused Verizon Wireless’ Access Rights, telling Verizon Wireless that it would have no access to the Premises because of this ongoing lawsuit. On that same day, Verizon Wireless’s counsel called and emailed SJP’s counsel demanding access to the Premises and demanding that Verizon Wireless’s Access Rights be restored immediately. Five days later, SJP’s counsel responded that Verizon Wireless’s Access Rights would be restored for only the ensuing 30 days. Counsel for SJP further stated that, if this lawsuit is not resolved within the ensuing 30 days, SJP "will not allow further access" to the Premises. 11. SJP has also harassed and threatened people working for or on behalf of Verizon Wireless while they accessed or tried to access the Premises. On one occasion, SJP expressed hope that the Equipment would bum down. 12. SJP has no right to deny Verizon Wireless or its agents access to the Premises or to interfere with its Access Rights. This counterclaim seeks to preserve Verizon Wireless’s rights under the Lease and to hold SJP accountable for interfering with them. 5 13. Prior to filing this counterclaim, all conditions precedent have occurred or been performed or otherwise have been satisfied or waived. COUNT ONE: INJUNCTION 14. Verizon Wireless adopts and incorporates the allegations set forth in paragraphs 1 through 13 above as if set forth verbatim here. 15. Since 2006, Verizon Wireless has leased the Premises. Verizon Wireless pays rent when it becomes due. The Lease has not been terminated, and it remains in effect. 16. Verizon Wireless has the right to access the Premises and to inspect and maintain its Equipment. And Verizon Wireless and its agents have been doing so openly, notoriously, and with the knowledge of SJP. Verizon Wireless and its agents have at times not accessed the Premises or the Equipment only due to SJP’s recent efforts to deny Verizon Wireless access (or improperly condition such access) to the Premises. Verizon Wireless seeks a preliminary and permanent injunction to ensure its access to the Premises and Equipment and preserve its Access Rights. 17. The status quo (z.e., Verizon Wireless’ access to the Premises and use of its Access Rights) should be preserved until the merits of this case can be fully and finally adjudicated. A preliminary injunction will preserve such status quo. 6 18. There is a substantial likelihood that Verizon Wireless will prevail in this action: a. First, since S JP is neither a party nor a third-party beneficiary under the Lease, S JP does not have standing to seek relief or money under the Lease. b. Second, even if SIP somehow had standing, neither S JP nor anyone else can deny Verizon Wireless access to the Premises or interfere with its Access Rights so long as the Lease is in effect, which it is. c. Third, even if SJP could somehow overcome the prior two hurdles, SJP failed to satisfy certain conditions precedent before filing suit. Specifically, the Lease requires written notice and an opportunity to cure any alleged default before bringing suit. The written notice must be sent by certified mail or by a commercial carrier (e.g., UPS, FedEx) to Verizon Wireless’s Network Real Estate in New Jersey. And Verizon Wireless shall have 15 days to cure a monetary default and at least 30 days to cure a non-monetary default. SJP’s December 9, 2016 demand letter was sent by U.S. Mail to Verizon Wireless’s registered agent in Montgomery. The demand letter only gave Verizon Wireless six days to cure the alleged default. Moreover, the demand letter was substantively deficient. In the event the lessor sough reimbursement for payments relating to 7 Verizon Wireless’s electrical usage, the lessor was required to submit an invoice indicating Verizon Wireless’s "usage amount. S JP, however, failed to provide such information. For these and other reasons, SJP’s notice is deficient. d. Finally, the Lease is in effect, Verizon Wireless has timely paid rent due under the Lease, and Verizon Wireless is entitled to absolute access to the Premises and to the use of its Access Rights; yet SJP has improperly interfered with and denied such rights afforded to Verizon Wireless under the Lease. 19. Without an injunction, Verizon Wireless will not be able to inspect. maintain, install, or replace the Equipment, access the Premises, or exercise its Access Rights. If the Equipment is not regularly inspected, maintained, or replaced, it will likely fail before this case reaches a trial on the merits, which is scheduled for June 2018. If the Equipment fails, then seven other radio sites could fail as well, jeopardizing cell-phone and other wireless services to potentially over 350,000 people, disrupting businesses and others who depend on cell-phone and wireless services, and putting peoples’ lives at risk who could not effectively place 911 emergency calls. 20. SJP will suffer no harm from the injunction. It seems clear that SJP is denying Verizon Wireless access to the Premises and interfering with its Access Rights in an improper attempt to gain leverage in this action. As addressed above. 8 Verizon Wireless, including its customers and the public, will suffer significant harm without an injunction and access to the Premises and use of its Access Rights. 21. An injunction will not disserve the public interest, but further it. The, public has an interest that contractual rights and obligations are enforced and not interfered with. Moreover, public safety will be promoted with the issuance of an injunction, which will ensure that the Equipment is operational so that 911 emergency calls can be made without interruption. Finally, businesses and people who rely on cell-phone coverage and other wireless services will be served by an injunction, which will ensure their coverage is not interrupted. 22. Verizon Wireless respectfully requests that the Court enter a preliminary and permanent injunction against SJP that protects Verizon Wireless’s rights under the Lease, access to the Premises, and Access Rights. COUNT TWO: DECLARATORY JUDGMENT 23. Verizon Wireless adopts and incorporates the allegations set forth in paragraphs 1 through 13 above as if set forth verbatim here. 24. SJP contends it is a successor-in-interest under the Lease, has certain rights and powers under the Lease, and that Verizon Wireless owes it money under the Lease. 9 25. Verizon Wireless disputes that SJP is a party under the Lease, has any rights or powers under the Lease, or that Verizon Wireless owes it any money under the Lease. 26. Since there is a dispute with respect to SJP’s purported rights and status under the Lease, Verizon Wireless seeks a declaratory judgment, declaring that SJP (1) is not a party to (or a third-party beneficiary under) the Lease, (2) has no rights or powers under the Lease, (3) is not entitled to any money or other relief from Verizon Wireless under the lease, and (4) cannot deny, obstruct, condition, or otherwise interfere with Verizon Wireless’ access to the Premises or use of its Access Rights. Verizon Wireless further seeks any additional declarations that the Court may find just and proper. COUNT THREE: BREACH OF AND INTERFERENCE WITH EASEMENT 27. Verizon Wireless adopts and incorporates the allegations set forth in paragraphs 1 through 13 above as if set forth verbatim here. 28. Since 2006, Verizon Wireless has had an absolute right to access the Premises and the use of the Access Rights. 29. Verizon Wireless has an express, contractual, and/or implied easement that gives it access to the Premises and the Equipment for the purpose of installing. 10 maintaining, repairing, replacing, and using the Equipment and doing other things consistent with Verizon Wireless’s Access Rights and other right under the Lease. 30. When the Lease was initially entered into, the lessor owned the Premises and all real property interests subject to the easement in favor of Verizon Wireless. Having access to and use of the Premises and Access Rights are reasonably necessary and critical to Verizon Wireless and a right bargained for when Verizon Wireless entered into the Lease over a decade ago. Without access to and use of the Premises and Access Rights, Verizon Wireless cannot inspect. install, or maintain its Equipment. 31. Verizon Wireless’s access to the Premises and use of the Access Rights has been open, visible, continuous, and notorious since 2006. And over the years, Verizon Wireless has accessed the Premises to inspect, maintain and install its Equipment, which was open, visible, continuous, and necessary. 32. SJP knew of Verizon Wireless’ rights under the Lease and access and use of the Premises, Equipment, and Access Rights. Indeed, prior to filing suit, SJP demanded money from Verizon Wireless for monies allegedly owed under the Lease. 33. Nonetheless, SJP has interfered with Verizon Wireless’ lease rights. preventing it from accessing the Premises or improperly conditioning its access to 11 the Premises subject to the resolution of this case. Such interference is also inconsistent with Verizon Wireless’ rights under the Lease. SJP’s improper obstruction unreasonably interferes and is inconsistent with Verizon Wireless’s enjoyment of its rights under the Lease. 34. As a result of SJP’ interference with Verizon Wireless’ lease rights, Verizon Wireless has been damaged in an amount to be proven at trial. COUNT FOUR: TORTIOUS INTERFERENCE 35. Verizon Wireless adopts and incorporates the allegations set forth in paragraphs 1 through 13 above as if set forth verbatim here. 36. SJP knows Verizon Wireless has an interest in the Premises. 37. SJP is not a party to the Lease and, therefore, is a stranger to the Lease. 38. SJP has intentionally interfered with Verizon Wireless’ interests in the Lease, the Premises, and the Access Rights in part by denying Verizon Wireless access to the Premises or improperly conditioning access to the Premises. 39. SJP has no right (privilege or otherwise) to deny Verizon Wireless access or condition access to the Premises. 40. Verizon Wireless has been damaged because of SJP’s improper interference with its Lease and interest in the Premises and Access Rights. 12 COUNT FIVE: BREACH OF CONTRACT (Alternatively) 41. Verizon Wireless adopts and incorporates the allegations set forth in paragraphs 1 through 13 above as if set forth verbatim here. 42. Even if S JP were a successor-in-interest under the Lease, S JP has breached the Lease by (1) denying Verizon Wireless access to the Premises, (2) improperly conditioning Verizon Wireless’ access to the Premises, (3) interfering with Verizon Wireless’ Access Rights, and (4) failing to comply with the default and notice provisions of the Lease. 43. Verizon Wireless has been damaged as a result of SJP’s breaches of the Lease in an amount it will prove at the trial of this action. WHEREFORE, Verizon Wireless prays as follows: 1. As to Count One (Injunction), Verizon Wireless respectfully requests that the Court enter a preliminary and permanent injunction that prohibits SJP, including its officers, agents, servants, employees and other persons who are in active concert or participation with them, from denying, impeding, interfering, obstructing, or conditioning Verizon Wireless’ access to the Premises or Equipment or use of its Access Rights or doing anything inconsistent with Verizon Wireless’ rights under the Lease or to use of an easement relating to the Premises. 13 2. As to Count Two (Declaratory Judgment), since there appears to be a dispute with respect to SJP’s purported rights and status under the Lease, Verizon Wireless seeks a declaratory judgment, declaring that SJP (1) is not a party to the Lease or a third-party beneficiary under the Lease, (2) has no rights or powers under the Lease, (3) is not entitled to any money from Verizon Wireless under the lease, and (4) cannot deny, obstruct, condition, or otherwise interfere with Verizon Wireless’ access to the Premises or use of its Access Rights. Verizon Wireless further seeks any additional declarations that the Court may find just and proper. 3. As to Count Three (Breach of and Interference with Easement), Verizon Wireless seeks a monetary judgment against SJP in an amount to be proven at the trial of this case. 4. As to Count Four (Tortious Interference), Verizon Wireless seeks a monetary judgment against SJP in an amount to be proven at the trial of this case. 5. As to County Five (Breach of Contract), which is brought alternatively, Verizon Wireless seeks a monetary judgment against SJP in an amount to be proven at the trial of this case. 14 6. Verizon Wireless also seeks an award of punitive damages and attorneys’ fees and costs against SJP. 7. Verizon Wireless seeks any additional relief the Court finds just and proper. 15 This 26* day of May, 2017. Rosoectfully submitted, ^rchael P. Kohler Ge^ia Bar No. 427727 Admitted Pro Hac Vice Miller & Martin PLLC 1180 West Peachtree Street, N.W., Suite 2100 Atlanta, Georgia 30309-3407 404-962-6403 404-962-6303 (f) michael.kohler@millermartin.com William H. Morrow Lightfoot, Franklin 4& White, L.L.C. The Clark Building 400 North 20* Street Birmingham, AL 35203-3200 205-581-0700 205-581-0799 (f) wmorrow@lightfootlaw.com Attorneys for Defendant CellCO Partnership d/b/a Verizon Wireless 16 CERTIFICATE OF SERVICE I hereby certify that on May 26, 2017, the foregoing COUNTERCLAIM was E-filed with the Court, which will send notice (and make available a service copy) to the parties of record, including: Richard A. Bearden, Esq. Massey, Stotser & Nickols, PC 1780 Gadsden Highway Birmingham, Alabama 35235/Via Email: rbearden@msnattoiinevs.com Michel P. Kohler Georgia Bar No. 427727 Admitted Pro Hac Vice Miller & Martin PLLC 1180 West Peachtree Street, N.W., Suite 2100 Atlanta, Georgia 30309-3407 404-962-6403 404-962-6303 (f) michael.kohler@millermartin.com 17

MOTION for Preliminary Injunction Defendant's Motion for a Preliminary Injunction and Supporting Memorandum by Cellco Partnership.

Case 2:17-cv-00079-AKK Document 30 Filed 05/26/17 Page 1 of 12 FILED 2017 May-26 PM 02:56 U.S. DISTRICT COURT N.D. OF ALABAMA IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION SJP INVESTMENT PARTNERS LLC,]] Plaintiff,]] v.] CIVIL ACTION FILE NO.:] 2:17-CV-79-AKK CELLCO PARTNERSHIP d/b/a] OPPOSED VERIZON WIRELESS,]] Defendant.] DEFENDANT’S EMERGENCY MOTION FOR A PRELIMINARY INJUNCTION AND SUPPORTING MEMORANDUM Certification: As required by the ALND Uniform Initial Order Governing All Further Proceedings (Doc. No. 21), prior to filing this motion, the parties have spoken and counsel have exchanged emails in an attempt to resolve the issues (e.g., unimpeded access to its leased property and easement) ultimately giving rise to the subject matter of this motion, but to no avail. Moreover, counsel for moving party emailed opposing counsel to confirm whether his client would consent or otherwise oppose this motion. Moving party’s counsel did not receive a response to his email; therefore, it is presumed this motion will be opposed. 1 Case 2:17-cv-00079-AKK Document 30 Filed 05/26/17 Page 2 of 12 SJP Investment Partners, LLC is intentionally interfering with Cellco Partnership d/b/a Verizon Wireless’ right to access its leased property, thereby preventing Verizon Wireless from inspecting and maintaining its radio equipment—equipment that must remain operational for Verizon Wireless’ cellular network to function. Under Fed. R. Civ. P. 65, Verizon Wireless is entitled to a preliminary injunction prohibiting SJP from continuing to interfere. 1. Facts Warranting an Preliminary Injunction. On July 7, 2006, Pickwick Investments, LLC and Verizon Wireless entered into a Building and Rooftop Lease Agreement (the "Lease"). (Ex. 1, Burdette Decl. ¶ 4.) Pickwick leased to Verizon Wireless 537 square feet on a hotel roof at 1023 20th Street South, Birmingham, Alabama (the "Premises"). (Id.) The Lease permits Verizon Wireless to access the Premises "during normal business hours, except in the case of emergency, in which case [Verizon Wireless] shall have access to the demised premises seven (7) days a week, twenty-four (24) hours a day" (the "Access Rights"). (Id.) Verizon Wireless installed various radio antennas and supporting equipment on the Premises (the "Equipment"). (Burdette Decl. ¶ 5.) The Equipment allows Verizon Wireless’ customers and others to make telephone calls and texts, search the internet, send and receive data, conduct business, and place 911 emergency 2 Case 2:17-cv-00079-AKK Document 30 Filed 05/26/17 Page 3 of 12 calls. (Id.) The Equipment directly serves up to 50,000 or more people and indirectly serves as a "hub" for seven other sites, which combined serve up to 325,000 people or more. (Id.) If the Equipment failed, then it would likely cause equipment at the other sites also to fail. (Id.; see Ex. 3, Bishop Decl. ¶ 4.) The Equipment is subject to potential lighting strikes, storms, wind, rain, snow, hail, heat, cold, sun, birds, wildlife, interference by persons, and other environmental conditions. (Burdette Decl. ¶ 6.) To ensure the Equipment continues to operate, Verizon Wireless must inspect, maintain, and update it. (Id.) Five Points Hospitality of Birmingham, LLC eventually acquired Pickwick’s rights under the Lease. (Burdette Decl. ¶ 7.) On February 26, 2010, Five Points assigned and transferred to T6 Unison Site Management LLC "all of its right, title and interest in, to and under" the Lease, "including without limitation, all rents, security deposits and other monies due" to Five Points. (Id.) On August 16, 2010, the Lease was amended, allowing Verizon Wireless to install additional antennas. (Burdette Decl. ¶ 9.) Later, Ulysses Asset Sub II, LLC acquired T6 Unison’s rights under the Lease. (Burdette Decl. ¶ 10.) In November 2013, November 2014, and April 2016, Ulysses and Verizon Wireless made additional changes to the Lease. (Burdette Decl. ¶¶ 10-12.) To this day, the Lease remains in effect, Verizon Wireless continues pay Ulysses, and Ulysses continues to hold itself out as Verizon 3 Case 2:17-cv-00079-AKK Document 30 Filed 05/26/17 Page 4 of 12 Wireless’ landlord. (Burdette Decl. ¶ 13.) SJP, contending that it is Pickwick’s successor-in-interest under the Lease, sued Verizon Wireless for over $184,000 in allegedly unpaid utility charges. (Compl.) But SJP failed to plead any specific facts or documents showing it is in fact Pickwick’s successor-in-interest. Verizon Wireless has no documentation or other information causing Verizon Wireless to believe that SJP is in fact Pickwick’s successor-in-interest. (Burdette Decl. ¶ 14.) SJP has at times interfered with Verizon Wireless’ Access Rights. (Burdette Decl. ¶ 15; Bishop Decl., ¶¶ 3–9.) On May 12, 2017, SJP refused Verizon Wireless’ access to the Premises, saying that Verizon Wireless could have no access due to this lawsuit. (Burdette Decl. ¶ 15.) In response to a later demand for access, SJP’s counsel said that Verizon Wireless would be permitted access only for the ensuing 30 days. (Ex. 2, Kohler Decl. ¶¶ 4–6.) Counsel for SJP made the following threat: If the lawsuit were not "resolved" in 30 days (presumably by Verizon Wireless paying SJP’s demand), SJP "will not allow further access." (Id., ¶ 6.) Then on May 25, 2017, a field engineer for Verizon Wireless was denied access to the Equipment. (Ex. 3, Bishop Dec. ¶¶ 5–9.) SJP has also harassed and threatened people working for or on behalf of Verizon Wireless while they accessed or tried to access the Premises. (Burdette Decl. ¶ 17.) SJP even expressed 4 Case 2:17-cv-00079-AKK Document 30 Filed 05/26/17 Page 5 of 12 hope that the Equipment would burn down. (Burdette Decl. ¶ 17.) 2. Argument and Citation of Authority A preliminary injunction here will "preserve the status quo until the merits of the controversy can be fully and fairly adjudicated." Northeastern Fl. Chapter of Ass’n of Gen. Contractors of Am. v. City of Jacksonville, Fl., 896 F.2d 1283, 1284 (11th Cir.1990). Further, a preliminary injunction is proper because Verizon Wireless can show: (1) a substantial likelihood of success on the merit; (2) a substantial threat of irreparable injury if the injunction is not granted; (3) the threatened injury to the plaintiff outweighs the harm an injunction may cause the defendant; and (4) granting the injunction will not disserve the public interest. Am. Red Cross v. Palm Beach Blood Bank, Inc., 143 F.3d 1407, 1410 (11th Cir.1998). a. Likelihood of Success. There is a substantial likelihood that Verizon Wireless will prevail on SJP’s claims and Verizon Wireless’ counterclaims. First, SJP lacks standing to sue under the Lease. Because SJP "is neither a party to that contract nor an intended third-party beneficiary.... [SJP] does not have standing to sue [Verizon Wireless] for breach of contract because [SJP] lacks a legally protected interest in that contract." See Stinson v. Twin Pines Coal Co., No. 1:14-CV-334-WKW, 2014 WL 4472605, at *1–8 (M.D. Ala. Sept. 11, 2014). 5 Case 2:17-cv-00079-AKK Document 30 Filed 05/26/17 Page 6 of 12 Second, even if SJP had standing, it may not interfere with Verizon Wireless’ Access Rights while the Lease remains in effect. Alabama "[g]eneral contract law requires a court to enforce, as it is written, an unambiguous and lawful contract" such as the Lease. See Caribbean I Owners’ Ass’n, Inc. v. Great Am. Ins. Co. of N.Y., 600 F. Supp. 2d 1228, 1244 (S.D. Ala. 2009). Under the Lease, Verizon Wireless has the unconditional right to access the Premises "during normal business hours, except in the case of emergency, in which case [Verizon Wireless] shall have access to the demised premises seven (7) days a week, twenty-four (24) hours a day." (Burdette Decl., ¶ 4; Lease ¶ 1.) Third, even if SJP had standing, SJP failed to satisfy conditions precedent to suing. The Lease requires written notice of and an opportunity to cure any alleged default before suing. (Burdette Decl., ¶ 4; Lease ¶ 21.) The notice must be sent by certified mail or by a commercial carrier (e.g., UPS, FedEx) to Verizon Wireless’ Network Real Estate in New Jersey. (Burdette Decl., ¶ 4; Lease ¶ 17.) Verizon Wireless must be given 15 days to cure a monetary default and at least 30 days to cure a non-monetary default. (Burdette Decl., ¶ 4; Lease ¶ 21.) Verizon Wireless has located only two demand letters from SJP—one dated December 9, 2016, and the other dated November 29, 2016. (Doc. No. 14-2 ¶¶ 5-6.) The December letter failed to comply with the Lease: It was sent by U.S. Mail to Verizon Wireless’ 6 Case 2:17-cv-00079-AKK Document 30 Filed 05/26/17 Page 7 of 12 registered agent in Montgomery and gave Verizon Wireless only six days to cure the alleged non-monetary default. (Id.) The November letter was also deficient: It was delivered by "Personal Service" to Verizon Wireless’ registered agent in Montgomery, and the Lease provides that if a lessor seeks reimbursement for payments relating to Verizon Wireless’s electrical usage, the lessor must submit an invoice indicating Verizon Wireless’ "usage amount," which SJP failed to do. (Id.) Next, Verizon Wireless’ counterclaims will likely succeed. First, under 28 U.S.C. § 2201 Verizon Wireless is entitled to a declaratory judgment that SJP lacks standing to sue under the Lease and, in any event, has no right under the Lease to interfere with Verizon Wireless’ Access Rights. Second, Verizon Wireless has both a contractual and an implied easement to the Premises to install, maintain, repair, and use the Equipment. (Burdette Decl., ¶ 4; Lease ¶ 1 (Verizon Wireless shall have a "non-exclusive right for ingress and egress for the purpose of installation and maintenance of the demises premises[.]").) Express easement rights must be enforced as written. Romar Dev. Co. v. Gulf View Mgmt. Corp., 644 So. 2d 462, 465 (Ala. 1994). Alternatively, Verizon Wireless has implied easement rights to the Premises. "Easements by implication are recognized in Alabama." Polhemus v. Cobb, 653 So. 2d 964, 966 (Ala. 1995). When the Lease was first executed, Pickwick 7 Case 2:17-cv-00079-AKK Document 30 Filed 05/26/17 Page 8 of 12 Investments, LLC owned the Premises. (Burdette Decl., ¶ 4; Lease ¶¶ 1, 29, 21); see Helms v. Tullis, 398 So.2d 253, 255 (Ala. 1981). Verizon Wireless’ use of and access to the Equipment are reasonably necessary, and Verizon Wireless has openly, visibly, and continuously accessed its Equipment for years. (Burdette Decl. ¶¶ 5-6, 15-16); Helms, 398 So.2d at 255. Verizon Wireless’ easement rights entitle it and its agents to access the Equipment even if SJP were the lessor. "It is... well recognized that Alabama law requires the owner of a servient tenement [SJP] to refrain from doing any act that would interfere with or be inconsistent with the proper right to use and enjoy the easement vested in the owner of the dominant tenement," Verizon Wireless. See Ala. Power Co. v. Drummond, 559 So. 2d 158, 161 (Ala. 1990). Third, Verizon Wireless will show that SJP has tortiously interfered with its rights under the Lease. Under Alabama law, tortious interference requires showing: "‘1) the existence of a contract or business relation; 2) the defendant’s knowledge of the contract or business relation; 3) intentional interference by the defendant with the contract or business relation; 4) the absence of justification for the defendant’s interference; and 5) damage to the plaintiff as a result of the interference.’" Tom’s Foods, Inc. v. Carn, 896 So. 2d 443, 453 (Ala. 2004). Verizon Wireless has Access Rights to the Premises, of which SJP has knowledge 8 Case 2:17-cv-00079-AKK Document 30 Filed 05/26/17 Page 9 of 12 and with which SJP has intentionally interfered without justification to gain leverage in this action. (See Burdette Decl., ¶¶ 4–5, 15–17; Bishop Decl., ¶¶ 4–9; Kohler Decl., ¶¶ 4–6.) Fourth, alternatively, even if SJP could show that it is a successor lessor under the Lease, it would have no right under the Lease to deny Verizon Wireless’ Access Rights or condition those rights in any way so long as the Lease remains in effect—which it is. (Burdette Decl., ¶ 4; Lease ¶¶ 1, 21.) b. Substantial Threat of Irreparable Harm. Absent an injunction, Verizon Wireless will not be able to inspect, maintain, install, or replace the Equipment, which will likely fail before this case reaches a trial on the merits (scheduled for June 2018). (Am. Scheduling Order ¶ 17.) If the Equipment fails, then seven other similar radio sites may fail as well, jeopardizing cell phone service to potentially over 350,000 people, disrupting businesses and others who depend on cell phone service, and putting peoples’ lives at risk who could no longer place 911 emergency calls. (See Burdette Decl., ¶¶ 5-6.) c. Threatened Injury Outweighs Harm of an Injunction. SJP will suffer no harm from the injunction. It seems clear that SJP is denying Verizon Wireless access to the Premises and use of its Access Rights in an improper attempt to gain leverage in this action. Verizon Wireless, including its 9 Case 2:17-cv-00079-AKK Document 30 Filed 05/26/17 Page 10 of 12 customers and the public, will suffer significant harm without an injunction and access to the Premises and use of its Access Rights. d. An Injunction Would Promote Public Interest. An injunction will not disserve the public interest, but further it. The public has an interest that contractual rights and obligations are enforced and not interfered with. Public safety will be promoted by ensuring that 911 emergency calls can be made without interruption. And businesses and individuals who rely on cell phone coverage will not be subject to cell-phone service interruption. 3. Conclusion Verizon Wireless respectfully requests that the Court enter a preliminary injunction that prohibits SJP, including its officers, agents, servants, employees and other persons who are in active concert or participation with them, from denying, impeding, interfering, obstructing, or conditioning Verizon Wireless’ access to the Premises or use of its Access Rights or doing anything inconsistent with Verizon Wireless’s rights under the Lease. Verizon Wireless requests an evidentiary hearing and any additional relief the Court deems just and proper. 10 Case 2:17-cv-00079-AKK Document 30 Filed 05/26/17 Page 11 of 12 This 26th day of May, 2017. Respectfully submitted, s/William H. Morrow William H. Morrow Lightfoot, Franklin & White, L.L.C. The Clark Building 400 North 20th Street Birmingham, AL 35203-3200 205-581-0700 205-581-0799 (f) wmorrow@lightfootlaw.com Michael P. Kohler Georgia Bar No. 427727 Admitted Pro Hac Vice Miller & Martin PLLC 1180 West Peachtree Street, N.W., Suite 2100 Atlanta, Georgia 30309-3407 404-962-6403 404-962-6303 (f) michael.kohler@millermartin.com Attorneys for Defendant Cellco Partnership d/b/a Verizon Wireless 11 Case 2:17-cv-00079-AKK Document 30 Filed 05/26/17 Page 12 of 12 CERTIFICATE OF SERVICE I hereby certify that on May 26, 2017, the foregoing DEFENDANT’S EMERGENCY MOTION FOR A PRELIMINARY INJUNCTION AND SUPPORTING MEMORANDUM was E-filed with the Court, which will send notice (and make available as service copy) to the parties of record, including: Richard A. Bearden, Esq. Massey, Stotser & Nickols, PC 1780 Gadsden Highway Birmingham, Alabama 35235 Via Email: rbearden@msnattorneys.com s/William H. Morrow Of Counsel 12

Exhibit 1

FILED 2017 May-26 PM 02:56 U.S. DISTRICT COURT N.D. OF ALABAMA IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION SIP INVESTMENT PARTOERS EEC,] Plaintiff,]] v.] CIVO-. ACTION FIEE NO.:] 2:17-CV-79-AKIC GEEECO PARTNERSHIP d/b/a VERIZON WIREEESS,] Defendant. DECLARATION OF THAD W. BURDETTE 1. My name is Tliad W. Burdette, I am over eighteen (18) years old, and suffer from no infirmities, either mental or physical. I am competent to provide this declaration. 2. I make this declaration based on my investigation into or personal knowledge of the facts, acts, events or occun’ences described herein and my review of Cellco Partnership d/b/a Verizon Wireless’ ("Verizon Wireless") business records for which I am the custodian. 3, I work for Verizon Wireless, My job responsibilities include handling real estate network matters in Alabama and Georgia. For example, I assist (1) in identifying places where there is a gap or insufficient network coverage, (2) in EXHIBIT 1 1 identifying locations where equipment may be installed to help with network coveragej (3) in negotiating and entering into lease agreements to erect certain network equipment to address network coverage issues, and (4) in addressing matters that may arise from time to time at locations leased by Verizon Wireless. 4. In July 2006, Pickwick Investments, LLC and Verizon Wireless entered into a Building and Rooftop Lease Agreement (the "Lease"), Under the Lease, Pickwick leased Verizon Wireless 537 square feet on the roof of a hotel located at 1023 20^’^ Street South, Birmingham, Alabama (the "Premises"). Pickwick also granted Verizon Wireless the right to access the Premises "during normal business hours, except in the case of emergency, in which case [Verizon Wireless] shall have access to tlie demised premises seven (7) days a week, twenty-four (24) hours a day" (the "Access Rights"). A genuine copy of the Lease is attached as Exhibit A, 5. Verizon Wireless erected certain equipment (e.g,, radio antennas) on the Premises (the "Equipment"), The Equipment allows Verizon Wireless’ customers and others to place and receive telephone calls and texts, search the internet, send and receive data, conduct business, and place 911 emergency calls. The Equipment serves a potential population of over 50,000 people in and around Birmingliam. The Equipment also serves as a "hub" for seven other similar sites, 2 which serve a potential population of over 325,000 people in and around Birmingham. If the Equipment fails for any reason, then it will likely cause the equipment at the other seven sites to fail as well, thus dismpting service to potentially hundreds of thousands of people in the Bimiingham area. 6. The Equipment is located outside and is subjected to potential lighting strikes, storms, wind, rain, snow, hail, heat, cold, sun, birds, wildlife, and other outside conditions and forces. To ensure the Equipment continues to operate, Verizon Wireless must perform regular inspections of and maintenance on the Equipment. Moreover, Verizon Wireless must update the Equipment from time to time. 7. At some point Five Points Hospitality of Birmingham, EEC acquired Pickwick’s rights under the Eease. On February 26,2010, Five Points assigned and transferred to T6 Unison Site Management EEC '‘all of its right, title and interest in, to and under" the Eease, "including without limitation, all rents, security deposits and other monies due" Five Points (the "Assignment"). Attached as Exhibit B is a genuine copy of the Assignment. It is customary for Verizon Wireless to keep and maintain records like the Assignment (and notices provided under its leases) since they may have an impact on its leased property or operations. 3 8. On or about Februaiy IS, 2010, Verizon Wireless received a letter from T6 Unison, confirming the Assignment and directing that all future rent payments should be remitted to T6 Unison (the'‘Letter'’). Attached as Exhibit C is a genuine copy of the l^etter. 9. On August 16,2010, T6 Unison and Verizon Wireless amended the Lease. Attached as Exhibit D is a genuine copy of the First Amendment to Building and Rooftop Lease Agreement. 10. Sometime after that, Ulysses Asset Sub 11, LLC acquired T6 Unison's rights under the Lease. In November 2013, Ulysses and Verizon Wireless amended the Lease again. Attached as Exhibit E is a genuine copy of the Second Amendment to Building and Rooftop Lease Agi'eement. 11. In November 2014, Ulysses and Verizon Wireless amended the Lease for a third time. Attached as Exhibit F is a genuine copy of the Third Amendment to Building and Rooftop Lease Agreement. 12. In April 2016, Ulysses and Verizon Wireless amended the Lease for a fourth time. Attached as Exhibit G is a genuine copy of the Fourth Amended to Building and Rooftop Lease Agreement. 4 13. To this day, the Lease remains in effect, Verizon Wireless continues to send rent payments to Ulysses, and Ulysses, as success-in-interest of Pickwick under the Lease, continues to hold itself out as Verizon Wireless’ landlord. 14. I recently reviewed Verizon Wireless’ business records and have not seen anything from Pickwick Investments, LI.C or any of its successors-in-interest confirming that the Lease was assigned, sold or transferred (either in whole or in part) to SJP Investment Partners, LLC. Indeed, from my review of Verizon Wireless records, it appears SJP has no rights under the Lease. 15. For years Verizon Wireless has openly and notoriously accessed the Premises and exercises its Access Rights to inspect, maintain and install its Equipment. SJP, however, has recently prevented Verizon Wireless from accessing the Premises and has interfered with its Access Rights. For example, on May 12, 2017, Verizon Wireless tried to access the Premises, but SJP refused Verizon Wireless’ Access Rights, telling Verizon Wireless that it would have no access to the Premises because of the above-captioned lawsuit. 16, Without access to the Premises or Equipment or use of its Access Rights, Verizon Wireless will not be able to inspect, maintain, install or replace the Equipment, If the Equipment is not regularly inspected, maintained, installed or replaced, it will likely fail (in whole or in part) before June 2018, If the Equipment 5 Mis, then seven otlier radio site may fail as well, jeopeu’dizing cell phone sei^vice to potentially over 350,000 people, disrupting businesses and others who depend on cell phone service, and putting peoples’ lives at risk who could no longer place 911 emergency calls. 17. SIP has harassed and threatened people working for or on behalf of Verizon Wireless while they accessed or tried to access the Premises. On one occasion, S JP expressed hope that the Equipment would burn down. 18. The exliibits attached to my declaration are the type of records that are routinely made, received, kept, and maintained in the ordinary course of Verizon Wireless’ business. The records that Verizon Wireless made were done so at or near the time of the occurrences set forth in the record, and were based on sources with a business duty to report who were basing their reporting on their personal Imowledge. As for the records that Verizon Wireless received from other businesses, Veiizon Wireless relies on such records, which are received by people at Verizon Wireless with a duty to receive and, if necessaiy, report on or comply with such records. 6 I declare under the penalty of perj ury that the foregoing is true and correct.:ni This t day of May, 2017./] Thad W. Burdette 7 LKSSHE Site Name; PICKWICK HOTEL LESSEE Market No. 100041 I.liSSlIE Location No. 170596 i:)OC #-BRA9-26-97 BUILDING AND ROOFTOP LEASE AGREEMFNT This Agreement, made this? day ol‘____ ■________ 20 ^4 between PICKWICK Ill INVESTMENTS, LLC, with an ofYlce located at 1023 20 uth, Birmingham, Alabama 35205, Tax ID ft 630910800, hereinafter designated LESSOR and CELLCO PARTNERSHIP, a Delaware General Partnership, d/b/a Verizon Wireless, with its principal ofllces at 180 Washington Valley Road, Bedminster, New Jersey 07921, hereinafter designated LESSEE. The LESSOR and LESSEE are at limes collectively referred to hereinafter as the "Parties" or individually as the "Party". WITNESSETH In consideration of the mutual covenants conlaiiied herein and intending to be legally bound hereby, the Parties hereto agree as follows: LEASE AGREEMENT PREMISES. LESSOR hereby lea.ses to LESSEE Hive Hundred Thirty Seven (537) square feet on the roof of the property at 1023 20th Street South, Birmingham, Alabama, (the entirety of LESSOR’S propeny is referred to hereinafter as the "Propeily") as shown in Exhibit "A" attached hereto and made a part hereof together with the non-exclusive right for ingress and egress for the purpose of installation and maintenance of the demised premises during normal business hours, except in the case of emergency, in which case LESSEE shall have access to the demised premi.ses seven (7) days a week, twenty-four (24) hours a day, which roof space and access are collectively referred to hereinafter a.s the "Premises". Furthermore, routine maintenance on the Premises shall only be performed by the LESSEri or its tuiLhorized agents or representatives between the hours of 10:00 a.m. atid 4:00 p.m. LESSOR also grants to the LESSEE; the right aitd sufftcient space for the installation and maintenance of wires, cables, conduits and pipes as shown in Exhibit "A" running from the leased floor space to the leased roof space. 2. TERM: ELECTRICAL. 'I’hi.s Agreement shall be effective as of the date of execution by both parties, provided, however, the initial term shall be for five (5) years and shall commence on the Commencement Date (as hereinafter defined), at which time rental payment.s will be due at an annual rental of Twenty-Two Thousand Eight Hundred and 00/100 Dollars ($22,800.00), to be paid in equal monthly installments of One Thousand Nine Hundred and 00/100 Dollars ($1,900,00) on the first day of the inonlh, in advance, to Pickwick Investments, LLC, 1023 20''' Street South, Birmingham, Alabama 35205, or to sudi other person, firm or place as the LESSOR may, from time to lime, designate in writing at least thirty (30) days in advance of any rental payment date. The Commencement Date is defined as the first (1st) day of the month following the date this Agreement is executed by the Parties or the first (1st) day of the montli following the date LESSEE is granted a building permit by the governmental agency charged with issuing such permits, whichever event occurs lirst, however, in no event shall the Commencement Date be later than July 1,2006. LESSEE shall furnish and install an electrical submeter at the Premises for the measurement of electrical power used by LESSEE'S installation. Ifl.ESSEE, is unable to install an electrical submeter, LESSEE shall pay for its own power consumption used thirty (30) days after receipt of an invoice from LESSOR indicating the usage amount. 3. EXTENSIONS, This Agreement shall automatically be extended for four (4) additional five (5) year terms unless the LESSEE terminates it at the end olThe then current term by giving the LESSOR written notice of the intent to terminate at least six (6) months prior to the end of the then current term. EXHIBIT A 4. EXTliiNSION RENl^ALS. Uyginning on tlie first anniversary of llie Coinniencemenl Dale, and occurring on each subsequent aimiversury, LJiSSld: agrees to increase tlie annual rental amount by three percent (3/u) over the previous year’s rental amount throughout the Initial 1 enn and any Renewal 1 enn. 5. ADDI'ldONAL EXTENSIONS. If at the end of the fourth (4'‘‘) five (5) year extension term this Agreement has not been tenninated by cither Party by giving to the other written notice of an intention to lernimate it at least tliree (3) months prior lo (he end of such term, this Agreement shall continue in force upon (he same covenants, temis and conditions for a further term oi' live (5) years tind for five (5) year terms ihercalter until terminated by eithei Party by giving to the other wTillen notice of its intention lo so terminate at least three (3) months prior to the end ul such tcnii. Annual rental for each such additional five (5) year leiin shall be equal lo 115% ol the annual rental payable with respect (o the immediately preceding five (5) year term. 6. ' USE: GQVHRNMliNTAL APIMIOVALS. LESSfili shall use the Premises for lire purpose of constructing, maintaining and operating a communications facility and uses incidental thereto, IJiSSEH will maintain the leased portion of the roof in a weather light condition. All improvements sliall be at LESSEE'S expense and the installation of all improvements shall be at the di.screiiun and option of tlie LESSEff LESSEE shall have the nglii to replace, repair, add or othei-wise modify its equipment or any portion thcreol, whetlier the equipment is specihed oi not on any exhibit attached hereto, during (he term of this Agreement, 'fhe LESSEE shall not make unreasonable noise and vShall perform all ordinary servicing, alterations or constiLiclioii during reasonable business hours, and shall not engage in any activity which affects the quid enjoyment of other tenants to the Building. LESSEE will inaintam the Premises m good condition, reasonable wear and (ear excepted. Tlie IJ3SSEE shall be responsible for any damage caused to the roof and oUicr properly of the l.,ESSOR by its operations, ordinary wear and tear, and casualty not occasioned by ibe LESSEE excepted. If such damage occurs and if the IdiSSEE fails lo make appropriate repairs within a reasonable period of time, the LESSEE shall pay to tlie i.LiSSOR, in addition to any damages, rea.sonablc expenses of repair and collection, including atlomcy's fee and costs. In tlie event any subcontractors are used to perform heavy equipment constnidion or crane scivices, LESSE13 will make reasonable cnbrts to use Union subcontractors lo perlonn all such construction on the Premises, d'itle to tl.e LESSlifi’s equipment shall by held by L1ZSS13E IJiSSOR will maintain the Properly around the Promises, excluding the Premises, in good condition, reasonable wear and tear excepted. It is understood and agreed that LESSEE'S ability to use the Picmi.ses is eontiiigcnl upon its obtaining alter the execution date of this Agreement all of tlie certificates, permits and other approvals (collectively the "Governmental Ap irovals) tliat maybe required by any Eederal, Stale or Local authorities as well as a satisliiclory building structural analysis whicli will permit LESSEE use of the Premises as set forth above. LESSOR shall reasonably and at no cost to IJ.SSOR cooperate witli LESSEE in its clfort to obtain siicli approvals and shall take no action which would adversely a Teel the status ol the Property with respect to tlio proposed use thereof by L1.-SSEH, In the event that any of such applications lor such Governmental Appioval-s should be finally rejcciod or l.liSSHE dclermlnes iliat such OovemmenWl Approvals.my no. be obtained in.. lunely.mumer or any Oovernniental Approval issued lo LESSlili is canceled, expuM. lapses or is olherwisc wiUidrnMa. or Ic inimUcd by a govemmcmal aulhority or lltal the I.RSSEI-de.cmimes that Che sue.s no longer lechnically compatible lor ils u.se or dial LESSEE, in ils sole discretion, will be uniible to use the I'rcmiscs lo. its Intended puiposes, LESSEE shall have the right to tcnninale this Agreement. Notice ol the LfiSSlihs exeicisc oi its rigid to tenninatc shall be given lo IdiSSOR in writing by cenilied mail, return receipt requested, and shall be enectiye upon the mailing of such notice by the LESSlii;. All rentals paid to said termination date shall be retained by the LESSOR, Upon such tennination, this Agrccinenl sliall become null and void and the Parties sliall have no lurt lei obligations including (he pa>'ment of money, to each oilier. 7 INDEMNIFICATION. Eacli Parly.shall iiidemiiiry and hold the other hannlcss against any claim of liability or lo.ss from personal injury or iiroperly damage resulting from or arising out ol the use and uccupaticy ol tlie Premises or the Properly by (he Parly, ils ser\'aius or agents, excepting, however, such claims or damages as may be due to or caused by the acts or omissions f the other Party, or ils servants or agents. « INSURANCE. The Partie.s hereby waive any and all lights ol'action for negligence against the Ollier which m..y hcl-lillcr aiisc'cm accoiml of damage to the premfeca or lo properly, resulting liom any file, or Ollier casually covered by standard lire insurance polices with extended coverage, LESSOR and LESSEE each agree that at ils own cost and expense, each will maintain comprehoiisive general liability and properly liability insiiianee with 04/04/06 4dd53S liability liniits ol' not less than $1,000»000 for injury to or death of one or more persons in any one oecuiTcnee and $500,000 for damage or destruction to properly in any one occurrence. 9. ___ INfliKiyiRENCE. LUSSliH agrees to have installed radio equipment ol' the lyiK and frequency whicli will not cause measurable interference to the equipment existing as ol' the date this Agrcenieiit i.s executed by (he Parties including norma! electronic appliances or reception of radio or television signals ol the LESSOR Ol other LKSShlis of the Property. In the event LliSSlIB's equipment causes such interference, and after l.li.SSOR has noiified LliSSl'H of such interference, UiSSEM will take all steps necessary to correct and eliminate the interference. LllSSni: agrees to cooperate with all present and future LOSSBES as reasonably necessary to prevent interfeienee. LESSEE specifically understands and agrees that LESSOR may lease otlier portions (other than the Premises) of the roof to otlier tenants for (he reception and transmission of communication signals so long as such future tenants do not install equipmeni that interferes with LlLSSliE’s equipment. 'I'he Parties ackjiowledgc that (here will not be an adequate remedy at law for non-compliance with the provisions ol this paragraph and therefore, citlrer Party shall have the tight to specilically enforce the provisions of this paragrupii in a court of competent Jurisdiction. 10. REMOVAL-UPON TERMINAd'ION. LESSEE, upon Icnnination of the Agreement,.shall, within ninety (90) days, remove its equipment, llxture-s and all personal property and restore the Premises to Us original condition, reasonable wear and tear excepted. LfiSSOK agrees and acknowledges that all ol the equipmcMii, fixtuies and personal property of the LESSEE shall remain (he personal property of the LESSlili and the LESSEE shall have the right to remove the same, wlielhcr or not said items arc considered fixtures and attachments to real projicrty under applicable law. If such lime for removal causes LESSEE to remain on tlie Premises after termination of this Agreement, LESSEE, shall pay rent at the then existing monthly rate or on the existing monthly pro-rala basis it based upon a longer payment term, unlil such time as the removal of the building, antenna slrucluie, n.Ktures and all pcisonal properly are completed. 11. RKillTS UPON SALE, Should the LESSOR, at any lime during the term of this Agroeinent, decide to sell all or any pan of the Properly to a purchaser other than LESSEE, such sale shall be siibjeet to tins Agreement and ld'SSliE:'s rights hereunder. 12. OUll'l^ ENJOYMEN'l'. LliSSOR covenants that LESSEE, on paying the rent and perfonning covenants shall peaceably and quietly have, hold and enjoy the [‘remises. 13 'rrri.E. lessor covenanls that LESSOR is seized of good and sufllcient title and interest to the Properly (subject to matters ofrecord) and has full aulliorily to enter into imd.execute this Agreement, LESSOR luiiher covenants that (here are no other unrecorded liens, judgments or iinpediment.s of title on the Property, or alleclmg LliSSOR's title to the same, and that there are no unrecorded covenants, easements or restrictions whicli prevent the use of the Premises by the LESSEE as sol forlli above, 14. INTEGRATION, It is agi'ced and understood that this Agreement contains all agreements, promises and understandings between the LliSSOR and LliSSEE and that no verbal or oral agreements, promi.ses or understandings shall be binding upon either the LESSOR or LESSEE in any dispute, controversy or proceeding at law, and any addition, variation or moditication to this Agreement shall be void and inenective unless intide m writing signed by the Parties. In the event any provision of the Agreement is found to be invalid or unenforceable, such Imdmg shall not efiect (he validity and enforceability of the remaining provisions of this Agreement, 'flie failure o(either Party to insist upon strict perfonnance of any of the terms or conditions of this Agreement or to exercise any ol ns rights under the Agreement shall not waive such rights and such Party shall liavc the-right to enforce such rights at any time and lake such action as may be lawful am! authorized under this Agreement, eithei in law oi in equity, 15 GOVERNING 1..AW. 'i'liis.Agreement and the performance thereof sliall be governed, interpreted, construed and regulated by the laws ol the Stale in which the Piopeity is located. 04/04/06 44453K 3 16, ASSlGNMliNT. 'I’his AgrcemeiU may be sold, assigned or transferred by the LESSEE without any approval or consent of ilie LESSOR to the LESSEE'S principal, affiliates, subsidiaries of its principal or to any entity which acquires all or substantially all of LESSEE'S assets in the market defined by the Federal Conunumcations Commission in which the Ihoperty is locttled by reason of a merger, acquisition or oUier business reorganizat^n. As to other parlies, this Agreement may not be sold, assigned or transfeired witliout the written consentof the LESSOR, which such consent will not be unreasonably withheld or delayed. 17 NtJTlCFS All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by eominercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of die next business day following the courier's receipt I'rom the sender, addressed as Ibllows (or any oUicr address tliat the Parly to be notified may have designated to the sender by like notice); LESSOR:’ Pickwick Investments, LLC 1023 20"’ Street South Birmingham, Alabama 35205 LESSEl Celko ParUiership d/lVa Verizon Wireless 180 Washington Valley Road Bedminstcr, New Jersey 07921 Allenlion: Network Real Estate Notice shall ho effective upon mailing or delivering tlie same to a commercial courier, as pcmiilted above, and bind die heirs, personal representative, 18, SUCCESSORS. This Agreement shall extend to successors and assigns of the Parties hereto. simoKnlNATION ANI> NON-DiaTUKHANCE, Al LESSOR'S oplion, ll.is AgreenKnt shall be 19. subordinate lo any niorlBage or other security ittleresi by LESSOR which from time to time may encumber ait or part ol the Property or riglil-ol-wity; provided, however, every such tnortgage or other.secunty tnlerMi sitai recogmze Uie iiidily of litis Agreettienl iti (he cvet.l of it foreclosure of LESSOR'S interral and also LESSLEs ngltj ra™'" oeoupLy of and Itave access to titc l-retttises as lottg a.s LESSEE is not tn default of tins ^8^"'"""', execL whatever inslrumenis may reasonahly be required to evidence this subordination clause. In die event die PropertyT eLumbered by it mortgage or other.security itt.ercsi, the LESSOR immedtately after Uus Agreement ts executed will use commereially reasonable elTorts to oblaiii and furnish LESSEE a non-dtslurbancc agreement for eacli ^rnortrat or other security interest it. recordable fortn. In the event the LESSOR dcMts m llte payment andor other Derfomiaiice of any.ttorigage or other security interest encumbering the Property, LESSEE, may, al its sole option:mrwm.»rohHga.ion, lure or^trree. i.ESSOR's default attd upon LESSEE sit^i all rights, lilies, liens and equities of the holders of such mortgage or secur. y mlcresi and Ihe LESSLL shall be ci ded,0 deduce and scloITagai.tsl all rents that may otherwise become due under Hits Agreement the sums paid by LESSEL to cure or correct such defaults. Memorandum of this Incase Agreement which 20. recording. LLSSOR agrees to execute a, LfitSiSEE may record with the tip]iropriatc Recording Officer. The date set forth in the Memorandum ol Lease is lor recording purposes only and bears no rcfcrcncc to commencement of cither tenn or rent pa>Tnents, DEFAULf hi tlie event there is a default by the LESSEE with respeci to any oniic provisions 21. of litis Aitrecmeitl or Us obligalioiis under il. including llic pitymcnl ol' renl, llic LESSOR shall give l.liSSEE written notice ofltclt defatth. After receip, of.sttd, written notice, the LESSEE slmll have ftfleen (1« monetary default and thirty (30) days in which to cure any non-monelary default, provided the LESSEE shall Inuc a ch extended period as may be required beyond the thirty (30) days if the nature ol the cure is.such that it reasonably requites more than thirty (30) days and tl.e LliSSEE commences the cure within (he thirty (30) day period and the.eafter 04/04/06 444538 4 continuously and diligently pursues the cure to completion, The LESSOR may not maintain any action or effect any remedies for default against the LESSEE unless and until the LESSEE has failed to cure the same within the time periods provided in this paragraph. If LESSEE defaults and fails to cure, all of the rent for the remainder of the then current tcmi shall, at LESSOR’S option, become immediately due and payable. In addition to LESSOR’S rights and remedies under applicable law, LESSOR may terminate this lease upon LESSEE'S default and the passmg of the applicable cure period if LESSEE has not reasonable cured such default, by giving thirty (30) days notice. LESSp agrees to pay all of LESSOR’S reasonable costa and expenses, including reasonable attorneys’ fees incurred in enforcing this lease. 22, ENVIRONMENTAL. a. LESSOR will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way related to activity now conducted in, on, or in any way related to the LESSOR’S use of the Property, unless such conditions or concerns are caused by the activities of the LESSEE. b. LESSEE will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any pvemmental autliorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are in any way related to activity now conducted in, on, or in Euiy way related to LESSEE’S use of the Premises, unless such conditions or concerns arc caused by the activities of tire LESSOR. c. LESSOR shall hold LESSEE harmless and indemnify the LESSEE from and assume all duties, responsibility and liability at LESSOR’S sole cost and expense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, forfeitures, losses, co.sts, or damages) and for responding to any aorion, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding vidiich is in any way related to; a) LESSOR’S failure to comply with any environmental or industrial hygiene law, including without limitation any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, unless such compliance results from conditions caused by the LESSEE; and b) auy environmental or industrial hygiene conditions arising out of or in any way related to the LESSOR’S use of the Property or activities conducted thereon, unless such environmental conditions are caused by the LESSOR’S use of the Property. d. LESSEE shall hold LESSOR harmless and indemnify the LESSOR from and assume all duties, responsibility and liability at LESSEE’S sole cost and expense, for all duties, responsibilities, and Uabilily (for payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is in any way related to. a) failure to comply with any environmental or industrial hygiene law, including without limitation any regulations, guidelines, standards, or policies of any govenuncntal autliorities regulating or imposing standards of liability or standards of conduct widi regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, unless such compliance results from conditions caused by the LESSOR; and b) any environmental or industrial hygiene conditions arising out of or in any way related to LESSEE’S use of the Premises or activities conducted thereon, unless such environmental conditions are caused by the LESSOR. 23. CASUALTY. In tlie event of damage by fire or other casualty to tlie Premises that cannot reasonably be expected to be repaired within forth-fivc (45) days following same or, if the Property is damaged by fire or other casualty so tliat such damage may reasonably be expected to disrupt LESSP^b s operations at the Premises for more than forty^five (45) days, dien LESSEE may at any time following such fire or other casualty, provided LESSOR has not completed the restoration required to permit LESSEE to resume its operation at the Premises, terminate tliis Lease upon fifteen (15) days written noUcc to LESSOR, Any such notice of termination shall cause this Lease to expire 04/07/06 444538 5 willi the same force and effect as (hough tlie date set forth in such notice were the date originally set as the expiration date of this Lease and the parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Lease. Notwithstanding the foregoing, all rental shall abate during the period of such fire or other casualty. 24. ______________ CONDliMNAPlON. in the cvetit of any condemnation of tlic Property, LESSHf: may tenninate this Lease upon fifteen (15) days wiilcn notice to l.d.iSSOK if such condemnation may reasonably be expected to disrupt LESSEE’S operations at die Premises for more than Ibrly-five (45) days. LESSEIi may on its own behalf make a claim it! any condemnation proceeding involving tlic Promi.scs for losses related to the antennas, ecjuipment, its relocation costs and its damages and losses (but not for the loss of its leasehold interest). Any such notice of leriiiinalion shall cause this Lease to expire with the same force and elTcct tis though the date set forth in such notice were (he date originally set as the expiration date of (his Lease and the i)arties shall make an appropriate adjustmcnl as of such termination date with respect to payments due to the oilier under this Lease. 25. ________________ SUBMISSION OF LEASE. 'fhe submission of this Lease for examination docs not constitute an olTer to lease the Premises and this Lease becomes eficctive only upon (he full execution of this Lease by the Parties. If any provusion herein is invalid, it sliaM be considered deleted from this Lease and shall not invalidate the remaining provisions of (his Lease. Each of (he Parlies hereto warrants to the otJier that the per.son or persons executing this Lca.se on behalf of such Party ha.s the full right, power and authority to enter into and e.xeciite this Lease on such Party’s behalf and tliat no consetil from any other person or entity is necessary as a condition precedent to the legal cITect of this Lease. 26. API>LICABLI.> LAWS. l.liSSEE shall use the Premises as may be reciuired or as pcnniiiod by applicable laws, rules and regiilalion.s. LESSOR agree.s to reasonably cooperate with (he LESSEE regarding any compliance required by the LliSSEE in respect to il.s use ol the Premises. 27. SURVIVAL. 'I’lie provisions of the Agreement relating to indcmnincalion from one Party to the other Party shall survive any (cnninalion or expiration of this Agreement. Additionally, any provisions of this Agreement which require pcrfonnance subsequent to the (cnninalion or expiration of this Agreement shall also survive such tennination or expiration. 2«. __________ CAPTIONS. The captions contained in this Agreement are inserted for convenience only and are not intended to he part ol'the Agreeinem. 'fhey shall not alTect or be utilized in the consiruclioii or inteiprctation of the Agreement. 29. 'I'he LESSOR shall have the right to show said Premises to prospective purcha.scrs at any reasonable lime during the term hereof and the right to.show the Premises to pro.spectivc tenants during the last year of each term hereof so long as neither LESSOR'S representative nor any pro.spectivc purchaser disturb LESSEE’S c(iuii)mcnt in any way. 30. LHSSEIi agrees to cooperate with LESSOR in connection with any repairs or replacement of the roof, including temporary rolocnlion of its ec uipmom at no cost to LESSOR, so long as such relocation allow.s LhSSE.li to maintain the same level of courage, allows for no interruption in the service provided by LLS'Shl:, and occurs no more than once per five (5) year (cnn. 31. LESSEE agrees that it will not puncture the roof. 32. LESSEE may not install or use a generator or fuel storage lank. 33. LESSliE agree.s that ojily i.mc telecommunication provider or compiiny may operate Irom the Premises at any one lime. 34. LESSlOi sliall bo re.sponsible for all ad valorem taxes directly related to any of LESSEE’S improvements on the Premises. 04/04/06 44453S t) IK WITNESS WHEREOF, tlic Parties hereto have set their hands and affixed their respective seals the day and year first above written. LESSOR: Pickwick Investments, LLC BY: rrs: BY: n'S: LESSEE: Cellco Partnership d/b/a Verizon Wufcless BY: WITNESS...... Hans F. Ceutenegger Area Vice President-Network-South Area WITNESS W467.1 04/07/06 444538 7 Hxhibil A (Skolch of Property) 04/04/06 444538 8 j! Prepared by: Robert W. Mouton Locke Lord Bissetl & Uddell LLP 601 Poydras Street, Suite 2660 New Orleans, LA 70130 File; 110590924/03586 Record and Return to: Kathy Markallnski First American Title Insurance Company National Commercial Services 12751 New Brittany Blvd,, Suite 401 Fort Myers, Florida 33907 Phone: 1.600.585.2906 Fax: 1.239.938.8885 FATICQ: itNCS-427602~FTM Unison Site: 11302772 WIRELESS COMMUNICATION EASEMENT AND ASSIGNMENT AGREEMENT ii ROOFTOP ♦1 THIS WIRELESS COMMWICATION EASEMENT AND ASSIGNMENT AGREEMENT ("Agreement’^ is made as of the day of 2010 ^‘Effective Date"!, by and between Five Points Hospitality of Birmingham, LLC, a Georgia lirniteu liability company, whose address is 1820 Water Place, Suite 180, Atlanta, Georgia 30339 ("Site Owner*’) and T6 Unison Site Management LLC, a Delaware limited liability company, whose address is P. O. Box 1951, Frederick, Maryland 21702-0951 ("Unjson"). All references hereafter to "Unison" and "Site Owner" shall include their respective heirs, successors, personal representatives, lessees, licensees and assigns (Unison and Site Owner, collectively, "Parties’*y RECITALS WHEREAS, Site Owner is the owner of that certain building and property (collectively, the "Property") located in the City of Birmingham, and Count)' of Jefferson, in the State of Alabama, having a street address of 1023 20"' Street South, Birmingham, Alabama 35203, and which Property is more particularly described on Exhibit A attached hereto. NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars and other good and valuable consideration, the receipt and sufficiency of which Site Owner does hereby acknowledge and grant Unison full discharge and acquittance therefor, Site Owner and Unison agree to the following: 1, Grant of Easement. (a) Site Owner grants, bargains, sells, transfers and conveys to Unison: I N0:0590924/03586;138956vl EXHIBIT% (i) an exclusive easement in, to, under and over the building portion of the Property substantially as shown and/or described on Exhibit B-1 ("Communication Easement") for the transmission and reception of any and all wireless communication signals and the construction, maintenance, repair, replacement, improvement, operation and removal of towers, antennas, buildings, fences, gates, generators and related facilities (collectively, ''Facilities"') and any related activities and uses including those necessary for Unison to comply with its obligations under the agreements listed on Exhibit C CExistinE Agreements’^ together with the right to enter the Property and access the Easements described below, without notice to Site Owner, twenty-four (24) hours a day, seven (7) days a week, as may be required in connection with the activities and uses described in this Agreement, and (ii) a non-exclusive easement in, to, under and over portions of tlie Property substantially as shown and/or described on Exhibit B-2 ("Access and Utility Easemenis:" Communication Easement and Access and Utility Easements, collectively "Easements") for ingress and egress to and from the Communication Easement and a publicly dedicated roadway, and for the installation, repair, replacement, improvement, maintenance and removal of utilities providing service to the Communication Easement and the Facilities, and any related activities and uses; and (iii) a non-exclusive easement in, to, and under and over portions of the Property for ingress and egress to building risers, conduits, shafts, raceways or other designated space to connect the telecommunications equipment to other locations in the building as is necessary to install wiring, electronic equipment and other persona) property to support and maintain the Facilities, (b) The Parties agree that the Communication Easement includes, without limitation, (i) the ponion of the Property leased by Site Owner under the Existing Agreements, and (ii) the portion of the Property upon which any Facilities are located on the Effective Date. The Parties acknowledge and agree that the Easements are intended to be appurtenant to any and all leases described on Exhibit C hereof. 2. Assignment of Existing Agreements. Site Owner transfers and assigns to Unison, as of the Effective Date, all of its right, title and interest in, to and under the Existing Agreements, including without limitation, all rents, security deposits and other monies due the Site Owner specified therein. The Parties intend that this Agreement serve as an absolute assignment and transfer to Unison of all rents and other monies due the Site Owner pursuant to the Existing Agreements. Unison assumes the obligations and liabilities of Site Owner under the Existing Agreements only to the extent that such obligations and liabilities (i) are not the responsibility of the Site Owner pursuant to the terms of this Agreement; and (ii) accrue on or after the Effective Date, 3. Use of Easements. Consistent with the uses set forth in Section 1 above. Unison shall have the unrestricted right to lease, license, transfer or assign, in whole or in part, or permit the use of the Easements and/or its rights under this Agreement by any third parties including communication service providers or tower owners or operators, and any lessee or licensee under the Existing Agreements and the affiliates, agents, contractors, invitees and employees of Unison and/or Unison’s present or future lessees or licensees (collectively, "Customers"). 4, Term. This Agreement and the Easements shall be perpetual commencing on the Effective Date, Notwithstanding the foregoing, in the event Unison and Customers voluntarily cease to use the Easements (as defined in Section 1) for a period of more than five years (for reasons other than casualty, condemnation or Act of God), the Easemenis shall be deemed surrendered. Unison may surrender the Easemenis for any reason or at any time by giving thirty (30) days’ notice to Site Owner, Upon surrender, this Agreement shall be terminated, and Unison and Site Owner shall execute and record such documents reasonably required to terminate the Easements. This Agreement may not be teiminated by Site Owner,. 5. Improvements; Utilities, Unison and its Customers, may, at their discretion and expense, construct such improvements in, to, under and over the Easements, consistent with the uses specified in Section 1, all of which shall be deemed part of the Facilities, The Facilities shall remain the property of Unison and its Customers, as applicable, and Site Owner shall possess no right, title or interest therein. In the event that utilities necessary to serve the Facilities cannot be installed within the Easements, Site Owner agrees to cooperate (at no cost to Site Owner) with Unison and to act reasonably and in good faith in granting Unison the right to locate such utilities on the Pi'operry 2 N0;0590924/03586:l38956vl without requiring the payment of additional fees. If necessary', Site Owner shall, upon Unison’s request, execute and record a separate written easement with Unison or with the utility company providing the utility service to reflect such right, Site Owner hereby irrevocably constitutes and appoints Unison as its true and lawful attomey-in-fact, with full power of substitution and resubstitution, to apply for and obtain any and all licenses, permits, consents or approvals which may be required in connection with the use of the Easements by Unison and as necessary to comply with applicable laws, statutes or regulations. 6. Taxes. Site Owner acknowledges that a portion of the purchase price delivered by Unison to Site Owner is for and in consideration of the-continuing obligation of Site Owner to pay, on or before the due date, all present and future real property taxes, transfer taxes, penalties, interest, roll-back or additional taxes, sales and use taxes and all other fees and assessments, regardless of the taxing method (the "Taxes"’) attributable to the Property', this Agreement and the Easements. Without limiting the foregoing, except to the extent Taxes are the obligation of tenants under the Existing Agreements, Site Owner shall be solely responsible for the payment of such Taxes. Within ten (10) days of receiving a request from Unison, Site Owner shall furnish to Unison a copy of each bill for any such Taxes and evidence of Site Owner’s payment of such bill. In the event that Site Owner fails to pay any Taxes when due, Unison shall have the right, but not the obligation, to pay such Taxes on behalf of Site Owner. Site Owner shall reimburse Unison for the full amount of such Taxes paid by Unison on Site Owner’s behalf within five (5) business days of Site Owner’s receipt of an invoice from Unison. 7, Building Property Maintenance and Access. Site Owner agrees to maintain the Property. Without limiting the foregoing, except to the extent maintenance is the obligation of tenants under the Existing Agreements, Site Owner shall be solely responsible for the maintenance of the building or any other portion of the Property. Site Owner agrees to provide Unison and its Customers access to and from the Easements and all other space in the building and Propeity consistent with tlie grant of the Easements set forth in Section 1 above, twenty-four (24) hours a day, seven (7) days a week. 8, Representations: Other Covenants of Site Owner. Site Owner represents, warrants and agrees that: (a) it is the legal owner of indefeasible and marketable title to the Property with the right, power and authority to enter into this Agreement and to grant the Easements to Unison, and any consents and authorizations required in connection with the execution and delivery of this Agreement have been obtained; (b) except for the Existing Agreements and as disclosed on Exhibit D. no leases, mortgages, deeds of trust or other encumbrances affect the Property as of the Effective Dale; (c) Site Owner will comply with all governmental laws, rules and regulations applicable to the Property; (d) Site Owner has delivered to Unison true, correct and complete copies of the Existing Agreements, and, to Site Owner's best knowledge, no party is in default of any of their respective obligations under the Existing Agreements; (e) no party under the Existing Agreements has advised of any intention to exercise, nor have they exercised, any right of early termination set forth in its Existing Agreements, and further, no party has requested a reduction in the rental amount or escalator due under the Existing Agreements; (f) as of the Effective Date, Site Owner shall not, without the prior written consent of Unison, amend or modity' the Existing Agreements in any respect or exercise, any rights granted by Site Owner to Unison under this Agreement, including, without limitation, any and all rights and remedies of Site Owner under the Existing Agreements; (g) notwithstanding anything to the contrary in this Agreement, Site Owner shall comply with all obligations of the lessor under the Existing Agreements, which relate to the use, ownership and operation of Property; and (h) Site Owner shall not use nor permit its affiliates, licensees, invitees or agents to use any portion of the Property or any other;property owned or controlled by Site Owner, either directly, indirectly or by action or inaction, in a manner whlch 'jn any way could result in default of the Existing Agreements or otherwise interfere with the operations of Unison and/or any Customers. 9. Environmental Covenants and Indemnity. Site Owner represents that it has not permitted or engaged in the use of, and has no knowledge of, any substance, chemical or waste (collectively'^Substance") located on, under or about the Property that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation. Neither Site Owner nor Unison will introduce or use any such Substance on, under or about the Propeity in violation of any applicable law or regulation. No underground storage tanks for petroleum or any other Substance, or underground piping or conduits, are or have previously been located on the Property, and no asbestos-containing insulation or products containing PCB or other Substances have been placed anywhere on the Property-by Site Owner or, to Site Owner’s knowledge, by any prior owner or user of the Property', Site Owner and Unison shall each defend, indemnify', protect and hold the other part)' harmless from and against all claims, costs, fines, judgments and liabilities, including attorney's fees and costs, arising out of or in connection with the presence, storage, use or 3 N0;0590924/03586:138956v) disposal of any Substance on, under or about the Property caused by the acts, omissions or negligence of the indemnitying party and their respective agents, contractors and employees. The foregoing indemnity shall survive any termination of this Agreement, 10. General Indemnity. In addition to the Environmental Indemnity set forth above, Site Owner and Unison shall each indemnify, defend and hold the other harmless against any and all costs (Including reasonable attorney’s fees) and claims of liability or loss arising (a) due to the breach of any representation, warranty or covenant of such indemnifying pany set forth herein; and (b) out of the use and/or occupancy of the Property' and Easements by the indemnifying party. This indemnity shall not apply to any claims to the extent arising from the gross negligence or intentional misconduct of the indemnified party. 1 1, A ssignment: Secured Parties. Unison has the unrestricted right to assign, mortgage or grant a security interest in all of Unison’s interest in and to this Agreement and the Easements, and may assign this Agreement and the Easements to any such assignees, mortgagees or holders of security interests, including their successors and assigns ('"Secured Party" or, collectively, "Secured Parties"’), Site Owner agrees to notify Unison and Secured Parties (provided Unison has given Site Owner notice and contact information of Secured Parties) simultaneously of any default by Unison and give Secured Parties the same right to cure any default. If a termination, disaffrmation or rejection of this Agreement shall occur, pursuant to any laws (including any bankruptcy or insolvency laws), Site Owner will notify Secured Parties (provided Unison has given Site Owner notice and contact information of Secured Parties) promptly and Site Owner shall enter into a new easement agreement with any such Secured Party' upon the same terms of this Agreement, without requiring the payment of any additional fees. If any Secured Party shall succeed to Unison’s interest under this Agreement, such Secured Party shall have no obligation to cure and no liability for any defaults of Unison accruing prior to the date that such Secured Party succeeds to such interest. Site Owner will enter into modifcations of this Agreement reasonably requested by any Secured Party. Site Owner hereby waives any and all lien rights it may have, statutory or otheiwvise, in and to the Easements and/or the Facilities or any portion thereof. 12. Estoppel Certificate. At any time during the term hereof, each party' shall have the right to deliver to the other a statement of such party certifying: (i) that this Agreement is unmodified and in full force and effect (or, if there have been modifications, stating the modifications and that the modified Agreement is in full force and effect); (ii) whether or not, to the best knowledge of the responding party, the requesting party is in default in performance of any of its obligations under this Agreement, and, if so, specifying each such default; (iii) that there are no amounts due to the responding party from the requesting party; and (iv) any other information reasonably requested concerning this Agreement (the "Estoppel Certificate"). In the event the responding party fails to dispute the Estoppel Certificate by delivery to the requesting party of a notice specifying the nature and circumstances of any matter in the Estoppel Certificate that is disputed by the responding party within ten (10) days of receipt of the Estoppel Certificate, then all matters specified in the Estoppel Certificate shall be deemed true and correct, and the Estoppel Certificate shall thereafter be binding on the Parties, Secured Party or any party designated by the requesting party, and all of such parties may thereafter rely on the Estoppel Certificate as a conclusive statement of fact by the responding party as to the matters set forth therein. 13, Additional Customers, It is the intent pf the Parties to encourage the addition of Customers to the Property throughout and after the term hereof. Site Owner hereby irrevocably constitutes and appoints Unison as its true and lawful attorney-in-fact, with full power of substitution and resubstitution to negotiate and consummate leases, licenses and/or other agreements of use with Customers having a duration beyond the term of this Agreement. Site Owner ratifies and acknowledges the right of Unison to enter into such agreements, and the Property and Site Owner will be bound by such agreements throughout and after the termination of this Agreement for any reason. Site Owner acknowledges that all such agreements entered into by Unison shall survive the termination of this Agreement for any reason, Site Ow'ner agrees that it shall not, directly or indirectly, divert or solicit the business of any of Unison’s Customers on behalf of itself or on behalf of any third party. Unison shall have a right of first refusal to acquire, on the same terms and conditions offered by or to a third paity, any interest in the Property or any portion thereof being transferred by Site Owner for wireless communication purposes such as described in Section 1 above. Site Owner shall, prior to granting or transferring such interest, notify Unison with a copy of the offer including the price and terms thereof. The foregoing is a continuing right in favor of Unison and shall not be extinguished by Unison’s exercise or non-exercise of such right on one or more occasions, Upon the grant or transfer of the Propert)', or any 4 NO;0590924/03586:138956y1 portion thereof, to a third part)', Site Owner shall immediately notify Onison in writing of such grant or transfer, with the name and address of the purchaser, 14, Conde mnation. In the event of any condemnation of the Easements in whole or in part, Unison shall be entitled to file claims against the condemning authority for, and to receive, the value of the portion of the Property so taken on which the Easements are located, business dislocation expenses and any other award or compensation to which Unison may be legally entitled. Site Owner hereby assigns to Unison any such claims and agrees that any claims made by Site Owner will not reduce the claims made by Unison. 15, Cove nant Running with the Land, The provisions of and covenants contained in this Agreement shall run with the land and shall bind and inure to the benefit of the Parties and their respective successors, heirs and/or assigns as their interests may appear, 16, Dispute Resolution. (a) If Unison fails to perform any of its obligations under this Agreement, Site Owner agrees to notify' Unison and any Secured Parties, provided Unison has given Site Owner notice and contact information of Secured Parties, in writing of any default by Unison, and to give Unison and/or any Secured Parties the right to cure any default within a period of not less than sixty (60) days from Unison’s receipt of the written default notice. If Unison or any Secured Parties shall fail to cure any default in accordance with this Section, Site Owner agrees that its only remedies for such default shall be specific performance or damages. Any and all damages for which Site Owner may be compensated is limited to the actual damages of Site Owner and Unison’s liability shall be limited to its interest in the Property, In the event that any dispute or claim arises that could impair the use or possession of the Facilities by Unison or its Customers, Unison shall have the right to seek injunctive relief, without the necessity of posting a bond. (b) Except as set forth in Section 16(a), in the event of any dispute arising out of this Agreement, the following dispute resolution process shall be followed: (i) upon a party’s written notice of dispute to the other parly, an authorized representative of the Site Owner and Unison shall, through a good faith negotiation, attempt to settle a w'ritten resolution within thirty (30) days and (ii) if such negotiation attempts fail, the dispute shall be submitted by (he parties to a mutually agreed upon arbitrator for a binding and final arbitration decision in accordance with the rules of the American Arbitration Association ("AAA") and using the Federal Rules of Evidence and Civil Procedure. In the event the parties are unable to mutually agree to an arbitrator, each party shall select their own arbitrator, and each such arbitrator shall thereafter mutually agree on a third arbitrator, and the majority decision by all such arbitrators shall be final and binding on the parties. Each party shall pay one-half of all arbitrator professional fees and the prevailing party, in any proceedings under this Section 16, shall be entitled to recover all costs incurred in connection therewith, including legal fees. 17. Notices, All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given one (1) business day after posting with a nationally recognized overnight courier service, or the earlier of receipt or ten (10) days after posting by registered or certified mail, return receipt requested, to the adch’esses of Site Owner and Unison set forth on the signature page. Either part)' may change its notice address by providing a new recipient name and address by notice as set forth in this paragraph, 18. Miscella neous, (a) This Agreement and all Exhibits attached hereto constitute the entire agreement and understanding of Site Owner and Unison with respect to the subject matter of this Agreement, and supersedes all offers, negotiations and any other written or verbal agreements; (b) any amendments to this Agreement must be in writing and executed by both parties; (c) this Agreement is governed by the laws of the State in which the Property is located; (d) if any term of this Agreement is found to be void or invalid, such provision shall be fully severable herefrom and such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect, and this Agreement shall be reformed and construed as if such invalid provision had never been contained herein, and if possible, such provisions shall be reformed to the maximum extent permitted under applicable law to render same valid, operative and enforceable to reflect the intent of the Parties as expressed herein; (e) upon the request of Unison, Site Owner shall execute a Memorandum of this Agreement and such plats or surveys as deemed reasonably necessary by Unison for recordation in the public records of the County in which the Property is located; (f) the paragraph headings of this Agreement have been inserted for convenience of reference only, and shall in no way modify or restrict the terms of this Agreement; (g) Site Owner acknowledges that Unison has not provided any 5 NO:0590924/03586;13B95bv] legal or tax advice to Site Owner in connection with the execution of this instrument; and (h) this Agreement may be executed in any number of counterparts, each of which shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same instrument, ______ 19, Ins urance Unison shall carry and maintain commercial general liability insurance against bodily injury and propert)' damage with minimum limits of One Million and No/100 Dollars ($1,000,000,00) each occurrence and Five Million and No/100 Dollars ($5,000,000,00) general aggregate. The policy shall name Site Owner as an additional insured with respect to liability arising out of Unison’s use of the Property, Certificates of insurance showing Site Owner as additional insured, premiums prepaid, shall be deposited with Site Ovimer upon request and shall contain provision for thirty (30) days notice to Site Owner prior to any cancellation or non-renewal except for ten (10) days notice for non-payment of premium. ISIGNATURE PAGES TO FOLLOW. 1 6 N0:05 9 0 9 24/03 5 86:13 8956v 1!N WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. t f WITNESSES: SITE OWNER"; FIVE POINTS HOSPITALTIY OF BIRMINGHAM z 6?yiK>yX2y\, LLC, a Georgia limited liability company i Prim Name: m''?;'p/jjen By: Long and Cox erties, Inc., a Georgia corporation, it fe ihaMger U Print Name; f By: Name: 1)0 Title: PresidCTt By:. NameT_^ sUZ. Title; Secretaiy Address: 1820 Water Place Southeast City: Atlanta State; Georgia Zip: 30339-2071 Tel; ■i'^n-q65-OoA'h Fax:.DlO-iolA-OS-hO 7 N0;0590924/03586:l 38956V1 f^lohc/^rcCK STATE OF COLHs'TY OF On this " 2^^ day of UYVCM_____ ^ 2010, before me the undersigned, a Notar>' Public in and for said County and State, personally appeared "iSg D-^ to me personally known,, who, being by me duly sworn, did say that he/she is the President of Long and Cox Properties, Inc,, a Georgia corporation, the sole manager of said Five Points Hospitality of Birmingham, LLC, a Georgia limited liability company; that no seal has been procured by the said limited liability company; that said instrument was signed on behalf of said limited liability company by authority of its Manager and/or Members, and the said President acknowledged the execution of said instrument to b^he free act an<^-of said/imited liability company, by it and by him/or voluntarily executed./Not ublic in anqfdr/said County and Stale STATE OF)) ss: COUNTY OF) On this day of A___________, 2010, before me the undersigned, a Notary Public in and for said County and State, personally appeared/t\j v^eJ. to me personally known, who, being by me duly sworn, did say that he/she is the Secretary'of Long and Cox Properties, Inc., a Georgia corporation, the sole manager of said Five Points Hospitality of Birmingham, LLC, a Georgia limited liability company; that no seal has been procured by the said limited liability company; that said instrument was signed on behalf of said limited liability company by authority of its Manager and/or Members, and the said Secretaiy' acknowledged the execution of said instrument to be the free act and deed of said limited liability company, by it and by him/or voluntarily executed. •-S C Notary Public in and for said County and State \ EXP'RGS \. GEORGIA, i \ MAR. 21.2010' 7% 8 N0:0590924/03 586; 138956v 1 IN WITNESS WHEREOF, the panics hereto have executed this Agreement as of the date first written above. •UNISON": WITNESSES:. T6 UNISON SITE MANAGEMENT LLC, a D^wa-r-e limited liabili’//, JByr----G 7*-Print Naiue:/■' Name: wes'RTHolmes TitT^ uthorized Signatory Print Narne:_ Daryn Strauss Addresst P, O, Box 1951 Frederick State: Maryland Zip: 21702-0951 Tel: (646) 452-5455 Fax; (301) 360-0635 STATE OF NEW YORK)) ss. COUNTY OF NEW YORK) On the 16th day of Februar>' in the year of 2010, before me, the undersigned, a Notary Public in and for said state, personally appeared James R. Holmes, Authorized Signatory of T6 Unison Site Management LLC, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/lier signature on the instrument the individual or the entity upon behalf of which the individual acted, executed the instrument. WITNESS my h^d and official seal. Signatory My Commission •ires; Commission Number: STEPHANIE NOVICK Notary Public, State of New York NO.O1NO5O35990 Qualified In New York County Commission Expires Nov, 14,2010 9 N0:0590924/03586:138956V) EXHIBIT A LEGAL DESCRIPTION OF PROPERTY B, fn Pickwick Place, a Co^ndominlum Devebpent, In M, Place, a CcntoWiim Devefeifpmeiit dated Septemibsr 1?, 1ISS and in October 2S, 1S8^^, In Real Volsma 2W, page 412, in the Profoste Oftce of Jrfferaon County, Ay^ama fto Exhibit B theretc; die By-Uws of Pickwick Place, Inc. are attached as Exhibit C thereto; Declaration of Eaeernents and Restrictions k attached as Exhibits D theretot together with an undivided 7B J2 percent intar^t m the common elements assigii^tl to said Unit B, a$ set forth i ¥ U 10 N0:0590924/035B6;138956V1 EXHIBIT B-1 COMMUNICATION EASEMENT That portion of the Property on which any Facilities exist on the date of this Agreement together with the portion of the Property leased by Site Owner under the Existing Agreements, and the portion of the Property described as follows: The entire roof of the building located on the Propeny described in Exhibit A hereof (the '‘Building’’); and the roof exterior walls and interior space of the penthouse structure located on the roof of the Building; that portion of the interior and exterior of the Building necessary for the existing coax cable, and cabling runs connecting the antennas mounted on the roof of the Building to the Facilities, Site Owner herein agrees that this legal description may be substituted at a later date upon presentation of a survey of the property more clearly defining the location thereof. Agreed and Approved: Site Owner: Five Points Hospitalitywf inghj^, LLC By: Long an IX P/opertie! my? mager By: Name: Title: Presidei Date:______ By: ■Name: I ji.-4 f Title: Secretary'' Date: UoMii (■Ntme; 'ames R. Holmes Title: Kuthcfrized Signatory Date:/icr7'O 11 N0:0590924/03586; 1 38956y 1 EXHIBIT B-2 ACCESS AND UTILITY EASEMENTS Thai portion of the Property on which any Facilities exist on the date of this Agreement or provided by Site Owner under the Existing Agreements for access and utility providers, including the following; Access Easement: All rights of ingress and egress across the Property, more fully described on Exhibit "A" hereof, to and from the Communication Easement described in Exhibit B-) hereof, providing access to a publicly dedicated roadway, including but not limited to 20th Street South (hereinafter the "Access Easement"!, along with the right to use said Access Easement for the development, repair, maintenance and removal of utilities providing service to the Communication Easement and the Facilities, as defined herein, and any related activities and uses. Utility Easement; A non-exclusive easement in, to, underand over portions of the Property for ingress and egress to the Communication Easement, conduits, shafts, raceways or other designated space to connect the telecommunications equipment to other locations inside or outside the building as is necessaiy to install wiring, electronic equipment and other persona) property, and to support and maintain the Facilities (hereinafter the "Utility Easement’T along with the right to use said Utility Easement for the development, repair, maintenance and removal of utilities providing service to the Communication Easement and the Facilities, as defined herein, and any related activities and uses, Site Owner herein agrees that this legal description may be substituted at a later date upon presentation of a survey of the property more clearly defining the location thereof Agreed and Approved: Site Owner: Five Points Hospitalii Eimingham, LLC By: Long Cpx rfmeerlCe^ i, its »le manager r By: Name: 11 {.0^ Title: Presided Date: I pv.//d;3' By: Name: 11 1 Title: Secret ary Date; fjJbrVa/rY <^1 Unii m: By: ^ame: Jaynes R, Holmes Title; Attlmri&ed Stenatory Date;__ ^ \ii LCrid 12 N0:0590924/03586:l 38956V1 EXHIBIT C EXISTING AGREEMENTS Site Owner assigns and transfers to Unison, as of the effective date herein, a)) of its right, titie and interest in, to and under any existing lease agreements, and any amendments, transfers, modifications and/or assignments thereof, affecting any portion of the Property leased by Site Owner under any Existing Agreements, including, without limitation, the following; 1, That certain Building and Roof Lease Agreement by and between Pickwick Investments, L.L.C., as lessor, and Powertel/Birmingham, Inc,, as lessee, dated May 16,1997, together with all modifications and memoranda related thereto. 2. Building and Rooftop Lease Agreement by and between Pickwick Investments, LLC, as Lessor, and Cellco Partnership, a Delaware general partnership, d/b/a Verizon Wireless, as Lessee, dated July 7, 2006, as evidenced by a Memorandum of Building and Rooftop Lease dated July 6, 2006 and recorded July 11, 2006 in Book LR 200611, Page 21749. Read, Agreed and Approved: Site Owner: Five Points Hospital/Birmingham, LLC By; Long ^diCo^Fn niann\its sole manager By: A Name; j 2 Date: ^ jT<W^ Title: President By; cSL\nr\ Name: \ i ^ iQ Title: Secretaly Date:....bruizy A6 Uniwn: By: ame: JaJWJsrPrFloTme's itle: AuthyrizecfSignatory Date: \2J(9>J 13 N0;0590924/03586:138956vl EXHIBIT D TITLE ENCUMBRANCES The Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing in the amount of up to $4,600,000.00, dated as of January 10, 2007, and executed by Five Points Hospitalit)' of Birmingham, LLC, as borrower, in favor of The National Republic Bank of Chicago, a national bank, as lender, recorded January 10, 2007 in Book LR200701, Page 16533, for which a Non-Disturbance Agreement has been executed in favor of Unison and recorded in Book, Page Jefferson Count)', Alabama, 14 N0:059 0 9 2 4/03 586; 138956v 1 SITE management 6%^oS5 T6 Unison Site Management LLC 92 Thomas Johnson Drive, Suite 130, Frederick, Maryland 21702 (212) 755-4900 r wvw.unisonsite.com February,2010 Via Certified Mail/Return Receipt Verizon Wireless 180 Washington Valley Road Bedminster, NJ 07921 Attention: Network Real Estate Re: Building and Rooftop Lease Agreement ("Lease") entered the 7th day of July, 2006 by and between Five Points Hospitality of Birmingham, LLC, a Georgia limited liability company, successor in interest to Pickwick Investments, LLC ("Landlord) and (2ellco Partnership, a Delaware general partnership d/b/a Verizon Wireless ("Tenant"), as evidenced by Memorandum of Building and Rooftop Lease dated the 6 day of July, 2006 and recorded the 1day of July, 2006 in Book LR200611, page 21749. Landlord Name: FIVE POINTS HOSPITALITY OF BIRMINGHAM, LLC Site Name/ID: PICKWICK HOTEL/170596 T6 Unison ID: 302772 Dear Lessee; Please take notice that, pursuant to an agreement ("Agreement") effective as of the effective date indicated on the attached Wireless Communication Easement and Assignment, the Lease has been assigned to T6 Unison Site Management LLC ("Unison"). Pursuant to the Agreement of the parties, rent is to be remitted to Unison. Please note the new payment and notice addresses set forth below; For Purposes of Payment: T6 Unison Site Management LLC P.O. Box 75655 Baltimore, Maryland 21275-5655 ffGHT OF THE HCTURN ADDRESS, FOLD AT DOTTED LINE For Billing and Rent Questions: CERTIFIED MAIL TM T6 Unison Site Management LLC Attn: Lease/Contract Administration 92 Thomas Johnson Drive, Suite 130 Frederick, Maryland 21702 Phone: (646) 452-5455 7UU^ EE50 DQOD bbflO For Purposes of Notice: T6 Unison Site Management LLC Attn: Lease/Contract Administration 92 Thomas Johnson Drive, Suite 130 EXHIBIT Frederick, Maryland 21702 UNISON SITE MANAGEMENT T6 Unison Site Management LLC www.unisonsite.com With A Copy To: T6 Unison Site Management LLC 340 Madison Avenue Suite 12F New York, NY 10173 Please ensure that either your site id or UNISON'S is printed on the remittance advice for each payment. Any other reference may not allow UNISON to properly and/or timely recognize the payment. Site Owner and Unison agree that any rent payments received by Site Owner after the date of this correspondence will be immediately endorsed to be payable to T6 Unison Site Management LLC and forwarded to Unison at the PAYMENT address noted above. Site Owner also agrees to immediately reimburse Unison for any payment or portion thereof received prior to settlement but which covers a period of time from the settlement date forward; except any of same prorated on the Settlement Statement and withheld at closing. However, Tenant is ultimately responsible for proper payment of the rent. We trust this information will enable you to process the payments on Lease. If there are any other items you require, please let us know at the new notice address. We also request that you review and execute the Tenant Estoppel letter to confirm Unison’s understanding of the contract terms and conditions governing this site. Please feel free to contact Mark Kasten at (646) 452-5455 if you have any questions regarding this matter. Thank you for your time and attention to this matter. Sincerely yours, Five Points Hospitality of Birmingham, LLC T6 Unison Site Management LLC: By: Long aidyCox Properties, Inc., its sole manager. By^ ames R. Holmes Titfe: Authorized Signatory Byi U to, Title'; President \J By: i)■ i/p<,(> Up r Title: Secretary U N SON SITE MANAGEMENT T6 Unison Site Management LLC www.unisonsite.com cc: Rebecca Baker, Esq. PENNINGTON LAW FIRM, LLP 1501 Main Street, Suite 600 (29201) P.O. Box 2844 Columbia, SC 29202 TENANT ESTOPPEL LETTER March 30, 2010 T6 Unison Site Management LLC 92 Thomas Johnson Drive, Suite 130 Frederick, Maryland 21702 Attention: Lease Admin./Contracts Re: Building and Rooftop Lease Agreement ("Lease") entered the 7th day of July, 2006 by and between Five Points Hospitality of Birmingham, LLC, a Georgia limited liability company, successor in interest to Pickwick Investments, LLC ("Landlord") and Cellco Partnership, a Delaware general partnership d/b/a Verizon Wireless ("Tenant"), as evidenced by Memorandum of Building and Rooftop Lease dated the 6'^ day of July, 2006 and recorded the 11*^ day of July, 2006 in Book LR200611, page 21749. Landlord Name: FIVE POINTS HOSPITALITY OF BIRMINGHAM, LLC Site Name/ID: PICKWICK HOTEL/170596 T6 Unison ID: 302772 Dear Sirs: In connection with the acquisition of the Premises by T6 Unison Site Management LLC, or its nominee ("Assignee"), and the corresponding assignment of the above referenced Lease, the undersigned Tenant hereby certifies to Assignee that the following statements are true, correct and complete as of the date hereof: 1. Tenant is the tenant under the Lease for the Premises. The term of the Lease commenced on and will expire on. There have been no amendments, modifications or revisions to the Lease, and there are no agreements of any kind between Landlord and Tenant regarding the Premises, except as provided in the Lease. 2. The Lease has been duly authorized and executed by Tenant and is in full force and effect, and attached hereto as Exhibit A is a true, correct and complete copy of the Lease. 3. Tenant has accepted and is in possession of the Premises and is presently occupying the Premises. Other than assignments of a collateral nature in connection with financings, the Lease has not been assigned, by operation of law or otherwise, by Tenant. If the landlord named in the Lease is other than Assignee, Tenant recognizes Assignee as the landlord under the Lease and agrees to make all payments under the Lease to Assignee. Tenant Estoppel Letter Page 1 of 4 4. Tenant began paying rent on________. Tenant is currently obligated to pay rent under the Lease in the monthly amount of ($ _______). No rent under the Lease has been paid more than (__) month(s) in advance, and no other sums or security deposits have been deposited with Landlord except in the amount of $. (If none, state "NONE"). Tenant is not entitled to rent concessions or free rent except as set forth below: [Describe exceptions to foregoing representation. If there are none, state "none."] _________. 5. All conditions and obligations of Landlord under the Lease to be satisfied or performed by Landlord as of the date hereof have been fully satisfied or performed except as set forth below; [Describe exceptions to foregoing representation. If there are none, state "none."] ______ 6. There exists no defense to, or right of offset against, enforcement of the Lease by Landlord. Neither Landlord nor Tenant is in default under the Lease and no event has occurred which, with the giving of notice or passage of time, or both, could result in such a default except as set forth below: [Describe exceptions to foregoing representation. If there are none, state "none."] _________.. 7. Tenant has not received any notice of any present violation of any federal, state, county or municipal laws, regulations, ordinances, orders or directives relating to the use or condition of the Premises, 8. Assignee may from time to time grant to certain lenders selected by Assignee and its affiliates (the "Lenders") a lien on and security interest in Assignee’s interest in the Lease as collateral security for the repayment of any indebtedness to the Lenders. Tenant hereby agrees to subordinate any security interest, lien, claim or other similar right, including, without limitation, rights of levy or distraint for rent, Tenant may have in or on the Lease, whether arising by agreement or by law, to the liens and/or security interests in favor of the Lenders, whether currently existing or arising in the future. Nothing contained herein shall be construed to grant a lien upon or security interest in any of Tenant’s assets. Should Lender exercise any rights of Assignee under the Ground Lease, including the right to exercise any renewal option(s) or purchase optlon(s) set forth in the Ground Lease, Tenant agrees to accept such exercise of rights by Lenders as if same had been exercised by Assignee, and Assignee, by signing below, confirms its agreement with this provision. If there shall be a monetary default by Assignee under the Ground Lease, Tenant shall accept the cure thereof by Lenders within fifteen (15) days after the expiration of any grace period provided to Assignee under the Ground Lease to cure such default, prior to terminating the Ground Lease. If there shall be a non-monetary default by Assignee under the Lease, Tenant shall accept the cure thereof by Lenders within thirty (30) days after the expiration of any grace period provided to Assignee under the Lease to cure such default, prior to terminating the Lease. The Lease may not be amended in any respect which would be reasonably likely to have a material adverse effect on Lenders’ interest therein or surrendered, terminated or cancelled, without the prior written consent.of Lenders to the Tenant Estoppel Letter Page 2 of4 extent that Tenant has actual notice of such material adverse effect standards or unless Tenant is willing to enter into a new lease as follows. If the Lease is terminated as result of an Assignee default or is rejected in any bankruptcy proceeding, Tenant will enter into a new lease with Lenders or their designee on the same terms as the Lease within 15 days of Lenders’ request made within 30 days of notice of such termination or rejection (if Tenant has been provided with notice of Lender’s address as provided below), provided Lenders pay all past due amounts under the Lease. The foregoing is not applicable to normal expirations of the term of the Ground Lease. In the event Tenant gives Assignee any notice of default under the terms of the Lease, Tenant shall simultaneously give a copy of such notice to Lender at an address to be supplied by Assignee to Tenant by certified mail or other delivery with acknowledged receipt not less than ten (1,0) days prior to the original notice. Assignee shall have the right to record a memorandum of the terms of this paragraph. The agreements and certifications set forth herein are not intended to affect Lessor’s obligations and duties under the Lease are made with the knowledge and intent that Assignee will rely on them in purchasing the Premises, and Assignee’s successors and assigns, and no other parties, may rely upon them for that purpose. Very truly yours, [TENANT]: By; Name: Title; Tenant Estoppel Letter Page 3 of 4 EXHIBIT A LEASE Tenant Estoppel Letter Page 4 of 4 Lessee Site Name: Pickwick Hotel Lessee Contract Number: 67085 FIRST AMENDMENT TO BUILDING AND ROOFTOP LEASE AGREEMENT This First Amendment to Building and Rooftop Lease Agreement (the "Amendment") is made as of the (day of At,, 2010 (the "Effective Date"), by and between T6 Unison Site Management LLC, a elaware limited liability company ("Lessor"), and Cellco Partnership, a Delaware general partnership, d/b/a Verizon Wireless ("Lessee"), with reference to the facts set forth in the recitals below: RECITALS A. Pickwick Investments, LLC (^"Original Lessor"), predecessor-in-interest to Lessor, and Lessee entered into that certain Building and Rooftop Lease Agreement dated July 7, 2006 (the "Agreement"), pursuant to which Original Lessor granted Lessee the right to lease a portion of the property (the "Premises") located at 1023 20^^ Street South, Birmingham, Alabama (the "Property"), all as more particularly described in the Agreement, together with utility cable space, a right of access and a right to install utilities. B. By that certain Wireless Communication Easement and Assignment Agreement dated as of February 26, 2010 (^"Assignment Agreement"), by and between Lessor and Five Points Hospitality of Birmingham, LLC, a Georgia limited liability company ("Site Owner"), successor-in-interest to Original Lessor, Site Owner assigned its rights, title and interest in the Agreement to Lessor. Lessor is the current lessor under the Agreement. C. Lessor and Lessee have agreed to amend the Agreement to, among other things, permit Lessee to install six (6) additional antennas on the Premises and increase the monthly rent payable to Lessor. AGREEMENT NOW, THEREFORE, in consideration of the facts contained in the recitals above, the mutual covenants and conditions below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Modification to Premises. The Agreement is hereby amended to allow Lessee to modify its equipment at the Premises, specifically for the installation, maintenance and operation of six (6) additional antennas, along with associated cables, conduits and appurtenances, as shown on Exhibit "A-l" attached hereto and incorporated by reference herein. Exhibit "A" to the Agreement is hereby deleted in its entirety and replaced with Exhibit "A-l" attached hereto. Lessor specifically consents to the changes, alterations, improvements, revisions, additions, substitutions, and/or replacements which are necessai^ to substantially conform the existing facility to the facility depicted in Exhibit "A-l". Lessee shall provide Lessor with a certification fiom a structural engineer certifying that the existing rooftop can structurally accommodate the additional antennas at the locations reflected in Exhibit A-l attached hereto. (EXHIBIT Unison Site 302772 1 D Pickwick Hotel Lessee Site Name: Pickwick Hotel Lessee Contract Number: 67085 2. Additional Rent Effective the first day of the month following the full execution of this Amendment, the monthly rent payable by Lessee to Lessor shall increase by Three Hundred and 00/100 Dollars ($300.00). Rent shall continue to escalate annually in accordance with the terms of the Agreement. 3. Continued Effect. Except as specifically modified by this Amendment, all of the terms and conditions of the Agreement shall remain in full force and effect. In the event of a conflict between any term and provision of the Agreement and this Amendment, the terms and provisions of this Amendment shall control. In addition, except as otherwise stated in this Amendment, all initially capitalized terms will have the same respective defined meaning stated in the Agreement. All captions are for reference purposes only and shall not be used in the construction or interpretation of this Amendment. 4. Authority. Each party represents, warrants and stipulates that it has full right and authority to enter into this Amendment. Lessor represents, warrants and stipulates that it is the legal successor-in-interest to Site Owner under the Agreement and that the Agreement, which this Amendment amends, is a legal, valid, binding and enforceable obligation of Lessor. In the event of any dispute arising out of or related to this Amendment or the Agreement that it amends. Lessor hereby waives, relinquishes and discharges any defense it may have that it is not a party to the original Agreement or is not the proper party to execute this Amendment. Further, Lessor agrees to indemnify, defend and hold Lessee harmless against any claim by Site Owner directly resulting from the breach of the representations and warranties of Lessor specified in this Section, 5. Notices. Notices to Lessor are to be sent to: T6 Unison Site Management LLC, P.O. Box 1951, Frederick, Maryland 21702-0951, Attn.: Lease Administration, with a mandatory copy to: T6 Unison Site Management LLC, 340 Madison Avenue, Suite 12F, New York, New York 10173, Attn.: CEO. 6. Assignment Agreement, Lessee acknowledges that it has read and received the Assignment Agreement and agrees that Lessee shall not perform any act or omission which would cause Lessor to default under the Assignment Agreement. Through the remuinder of the existing term, including renewal terms, of the Agreement only. Lessee does not waive, and specifically reserves any rights it may have to object to the legality, validity and enforcement of the granting of the Assignment Agreement, as well as the transfer and assignment of the Agreement to Lessor pursuant to the Assignment Agreement. Lessor acknowledges that it has received written notice of the above from Lessee. 7. Successors and Assigns. This Amendment will be binding on and inure to the benefit of the parties herein, their heirs, executors, administrators, successors-in-interest and assigns. [Signatures to appear on following page] Pickwick Hotel Unison Site 302772 Lessee Site Name: Pickwick Hotel Lessee Contract Number: 67085 JN WITNESS WHEREOF, Lessor and Lessee have caused this Amendment to be executed by each party's duly authorized representative effective as of the date first above written. Lessor; T6 ON SITE MANAGEMENT LLC, a] 0jimhe^iahility,6empany By: le; rHohnes/roe:. vuthprieed &gnatoiy 15 Lessee; CELLCO PARTNERSHIP,, a Delaware general partnershij d/b/a Verizon Wifeless//By: Name: Hahs F/Leuienegger Its: Area ViceiPresident Network Date: Unison Site 302772 Piclwick Hotel 3 EXHIBIT A-1 SITE ELAN [SEE ATTACHED] Lessor and Lessee agree lhat the draft site plan attached hereto may be suh^ti^d at a later date upon the parties’ mutvud approval of construction dravrtngs more clearly defining and depicting Lessee’s installation at the Premises. Unisoti Site 3Q2772 Pickwick Hotel Pkkwick Hotel Aatenna Diagram mstm mm/NEW tESSEE MEW USSEE^—V BRIDGE. SEEDEIML4 COW ROUTED 0N\ penthouse: ROOF X im SHEET S5/—EJQCTIMC 12" CCNCRETE SIEEPCR (TYP) EXBIINS HdaSlWD 1 lESSEE FUTURES-----^ tomepout\ UQDCEU. CASMET ^ NEW lESS^— UOOCEU. CASHErX^ V LOWER t LEVEL ROOF X I NEW LESSEE---25’-B’*ir-ir Vi LEASE AREA ^NEW LESSEE COAX LADDER.-NEW LESSEE-^ SEE OETAIIS I * 2 SHEET 07^ B-CONC NEW LESSEE----I V cable TRAY; SLEEP ELBMTEO STEEL. SEE 0E7AJL 3 EXlStlNO PLATFORM Ei 'SHEET 07 HYAC i.: LESSEE SATTBRY CABINEr DfiSHK itMo 1>V wall-J' ^-lessee FUTURE \ BATTESi^ CABINET-EXISHKG BUllXJlNO V UPPER COLUNN LEVEL ROOF ~\ Prqpriotaiy & Cofifideiitial Lessor Site Name/Number: FIVE POINTS HOSPITALITY RT AL, AL/275996 Lessor Contract Number: 313596 Lessee Site Name/Number: Pickwick Hotel/170596 SECOND AMENDMENT TO BUILDING AND ROOFTOP LEASE AGREEMENT This Second Amendment (the "Second Amendment") to that certain Building and Rooftop Lease Agreement dated July 7, 2006 by and between Pickwick Investments, LLC and Cellco Partnership, as amended by a First Amendment to Building and Rooftop Lease Agreement between T6 Unison Site Management LLC and Cellco Partnership dated August 16, 2010 (as amended, the "Agreement") is made and entered into as of the latter signature date hereof, by and between Ulysses Asset Sub II, LLC, a Delaware limited liability company, as successor in interest to Pickwick Investments, LLC (the "Lessor") and Cellco Partnership (the "Lessee") (collectively, the "Parties"). RECITALS WHEREAS, Lessor owns an easement and the right to lease a portion of the property (the "Premises") located at 1023 20th Street South, Birmingham, AL 35205-2622, more commonly known to Lessor as the FIVE POINTS HOSPITALITY RT AL, AL tower site (the "Property"); and WHEREAS, Lessor and Lessee entered into the Agreement for the use of a certain portion of the Premises; and WHEREAS, Lessee desires to modify its equipment at the Premises ("Modified Equipment"). NOW THEREFORE, in consideration of the foregoing promises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: 1) Lessor and Lessee agree and acknowledge that Lessee shall modify its equipment for a final installed configuration pursuant to Exhibit A-2. 2) Lessor and Lessee agree and acknowledge that as of the date this First Amendment is fully executed. Lessee’s equipment information set forth in the Agreement shall hereby be deleted in its entirety and shall be replaced with Exhibit A-2 attached hereto and incorporated by this reference. In the event of inconsistency or discrepancy between the Exhibit A-2 and Lessee s equipment information set forth in the Agreement, the Exhibit A-2 shall control. 3) Notwithstanding anything to the contrary in the Agreement, the offer to Lessee expressed in this Second Amendment shall automatically become null and void with no further obligation by either party hereto if a structural analysis of the Premises completed after the execution of this First Amendment by Lessor but before the commencement date of the installation of Lessee’s Modified Equipment indicates that the Premises is not suitable for Lessee’s Modified EXHIBIT 1-E Lessor Site Name/Number: FIVE POINTS HOSPITALITY RT AL, AL/275996 Lessor Contract Number: 313596 Lessee Site Name/Number: Pickwick Hotel/170596 Equipment unless Lessor and Lessee mutually agree that structural modifications or repairs shall be made to the Premises on mutually agreeable terms. 4) Lessor and Lessee agree and acknowledge that all future payments of the Rent shall be made to the Lessor at the following remittance address: T6 Unison Site Management P.O. Box 75655 Baltimore, MD 21275-5655 Or for overnight delivery to: T6 Unison Site Management C/O Wachovia Bank Lockbox #75655 7175 Columbia Gateway Drive Columbia, MD 21046 5) Capitalized terms contained herein, unless otherwise defined, are intended to have the same meaning and effect as that set forth in the Agreement. 6) All other terms and provisions of the Agreement remain in full force and effect. [SIGNATURES APPEAR ON THE NEXT PAGE] [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY] 2 Lessor Site Name/Number: FIVE POINTS HOSPITALITY RT AL, AL 7275996 Lessor Contract Number: 313596 Lessee Site Name/Number: Pickwick Hotel/170596 IN WITNESS WHEREOF, the Parties hereto have set their hands to this Second Amendinent to that certai n Building and Rooftop Lease Agreement as of the day and year written below: LESSOR: LESSEE Ulysses Asset Sub Ih LLC Cellco Partnership a Delaware limited liability company a Delaware general partnership d/b/a Verizon Wireless By By: A Name: Aparna Kliuijekar ^^""^Margarot Robinson Title; Senior Counsel Title: Aiea Vice President Network Date: iiMo Date: lca]ailjLbra> 3 Lessor Site Name/Number: FIVE POINTS HOSPITALITY RT AL, AL/275996 Lessor Contract Number; 313596 Lessee Site Name/Numben Pickwick Hotel/170596 EXraBITA-2 4 t • AIVIERICAIM TOWER A i:\iiitin \Vt i ivf Lv;AS^tsi»A<:KKF.oiaui:Mi:.vrs •KIM^KV.1’^ l,l^\SI.MU A. IK>i«.‘rih'4i«' l.xUMInil.'iW.'vn li­ nn. Js n NA lull) Ik-xKiI OUAVIIIVOI l AIlIM IS* N',\ Wol'hf liii llh) lull) liXhlul nmsH' l.vWsllllU K'A K'A Mill II u WWIn till »»0 llV^vliiUK I .i jil*fivn! I xWxIlihi S’A N'A r.xMttJi I UNIM WVi/ln (ill lb«> t ull) I InV^xIIihi S A M \!«»S Ni I I ts HI i-M r v :. i i 11 i:k A i ins (ii 1-NA ihx'li ir*'i» x\1i *(fji.c «•! IlK'I’JitMiu^i, IIACkllP l*()\VKK UiCijtIlUFMKNTS Dl.>.IHAinii,Mil Ill OUmiU X.(SI liMnii iimui^h^lJ U.l,-.1M UmIv ISMlIliti vimilKSMIl MK I'liinjrx k, ',tl(L3Ji I, J'CjI \nlMHO\Al IIASI AKI UliVllHlI* I sV\ ini S A UlkllAI tlilMSiW.lU. I Al'Ai in (kVV S \ ll<M iVI'l S A M\S1 lAl'lUlil K S'\ MAkI. MIMMI N A ‘Anil)l<.<;i,MI<:\I.Oli. iuikii\ii'ii4 I vVVvIl till S'lA l^iiL Ma'IUiII S'a \V\ \ JANK I \SV\ll (III S'/V ll',u>.ni>i«*]<' l>tt\lllll>SA liilh ,^i.lvil WVvliHlI'O N A l»,U» I (> r I 1,1 I \M; lil JV4firt.tll!1 SrXONIlAin' (iUOUS'Dt.KASK AUK.\:i(Klj(!IUKMr.NT.S Y N X' '' j;HhT»*u..":^v:l.\Wvll,(lllS.A nil Si 1. N.'A rp')cv, Jlk-nw lil»*»lil) ll>*' In lli».t, Ai)J)i I ins.M. 11,M il'Nirxi. 1'L-4v.V. JilV ).ituii*(-'ii* l.x^V xH lltiN'vN sA it.ji ■ ■ 11 am SlAO; M»H S J'K;.wili llu‘ •-»-»!» J jrrJ i»\>«tn'nl' •. i*o\vi:iurFL(:<)iu:Qi>iiu'.^ti:iNr.s AVI IIAlil Ml iM III V IS >\V II (I ISM Niri II IS (I iiij ii)isiVi’K(ivii>iniS'ii»» N A i'nK\S1li«ilM.N’‘A riHintnMrANViimirf IIIMI IMSnl'iKlVtniNiilMWI 11 IMWrjl I’linVIlHIUlV i X IMKHOrill.S III i o iN.H ui 1 isNJ i:rui;i,iiiMii;i,Mi:K lA hiis I ii: x MH (inwAVi •ruANKMi‘n:i':ii si-Kt ivicATKtNS (A unncivKU) SA SM NA lai'iCinitirf ■ S’A i niAS’sMi n i.K-iii n iviiMMi lr»i’i>it;« tm.>1 IKASSM! I'M HS HI I IIVJ KS >’A \\ NA VA S.'A SA \-'A \A-S \ N A MAMM Ani HI M N.ifU-I SVA NA S'A Mni.HVIl iMkLII N'A iVri.A 4SMHiI t;'A N'A SA I M N \ ivit.ivr ii-t iisniiKJV lOMA NA sA MW SA S A lMl)\SrillH'll1'i S'A S A M Ml*/N A MKI’iWhUvI N-A S A NA N'A S'A in.(IHIl'Sl MVil I I; I^I llllDiAn.i* A'.*I''I:iMi >ii) V;N.V'N l/lS/HJtilfsVKriMI v-n' \-;S VS V.N \ N V.N V S' • uxi \‘.S V N ws \\ Vs VS •V fUM.Ms IM C-,S \ s N \ V.' \s \ s i;‘»p {V iiii VN vs v.s \ s \ M\r)\V\n\V N'.'N VS.A VfS V.S \',S VA V,\ A)S V.'N \’,'N vs VuN V/S V.N \'/N.V)S VA V’S \ S V.N \N VA.1 1,1. •'! Jmi i s ilhHM/Vil.n' ‘» A 6.nir axi.n, •'» \ N V:,S V.N VS s, V,N I’VSniM llUll MIliUM/V V.N \ N V\ Vs I.STJ^ai ItO VS V.N V.N V N \ N V s It.LW \ S-•,KMV V..S vs vs vs «l'.\\'MTN,SpisynVlf{IN UXiJliHVj VS VS' V:'i VN \VN, V N V.N V.N V.S v,,s ■. V.'N.. H IllftUVJiiNVU'.1 NHIV.M io I WN \'N V.N \','S \ s V/N MAI iNiUJDi LSIIV.il.H‘»l \s V, s V.S V.N VS • ■,VA mniiMi iM ivw»iv iN iiv.ii H vs Vs \ s VS \^'n: ISMN rsill! Vl\ll.) AI.VHnOMUll J*' MVI \s vs vs V s V.S, •MAI iNllS.n u’n ss()i,tA-.)iJi.Ki.is,l.!i;^iv<iiiif)3 v^J^;■I.l.^;v V'S VS-V »•! A »‘i i/iK/M;iLiisvi(n.sii V,.S V.N •)''IHM'II:mai INI I.f.ivV-\'/.S V.S (Mil r i‘C! Jli»L> S/ ;IlM/:V I,nj •At<t:isri N S’ VN r I (lit \ s vs \ s \ S \s'S \ S •N '•N..Wm, p-' VS •'S V..S \ s 'msiv:-'::.•JUN ^MIN tv-v:: •V\\ AIN vs V.N SUN iVI-ML >nis 'MIN \ >N bKl lU iSl ■ N'.'S VA (M III i-III..'I iinius Iiiiiivi/vioviuf Air».ni (i I.IXU'lKil IKM HIV l«li I nri ti<ic ox V I I V AIILSViU'l IShVillMCH tl ■M'Ml h i'Ml »■ MM * ' « w*'•II tr h.'ip.tj h»i.vi.‘if.'iftiiii.:ni'.t Ml-tvl '.CM >'-ru '-I ii.MV-Cl' J> ' A:i.Vi ui' w'rii NSMhs liMfi IS nvMM'* i M' MMrSI* Himsi CMO IM »ri'r w ms •Mtl 1*1 PliNAll M'j n’Mirn* uiN 3 MMUIV IMIN.IIMCm.5r.C.Ti ri-'v V»l I’l-'V IIMMMVI ISVU IMIN.II UI.I MAI fSil'HV I’MIV.II KOI Kill KiM xiil vf> Kill Mil lllflllll l,\; l»IV IMIN.II Il'M V;H V/N V/N \'<N V.S \'.A (NIIMl 'N IlirVINd.) •'■I AlKlIiiSlI >II.IM MAI I.IAI ISUMI.H'I ss!(i . ,ypi.Hi.xi.(s j.s!;iiv.iinf):i v.v.s;;i.i.s!v."I j.uaywox ini v3ih3iai v V Lessor Site Name/Nuiriber: FIVE PQlNtS HOSPI'I'ALTTY RT AL, AL/275996 Lessor Contract Nurnber: 313596 Lessee Site Name/Numb^': Pickwick Hotel/170596 TBim) AMENDMENT TO BUILDING AND ROOFTOP LEASE AGREEMENT Tiii$ third Aitiendment f"Third Amendnienf') to th^ certain Building and Rooftop Lease Agreement dated July%, 2P06 by and between Pickwick Inyestnients, LLC and Cellcb Partnersliip, as amended by a First Amendment to Building and Rooftop Lease A^’Cement dated August 16, 2010, and as aniended by that certain Second Amendment to Building and Rooftop Lease Agreemeiit dated KoVeinber 7, 2013 (colleotiVeiy, the) is ihade and entered into as of the latter signature date hereofj by and between Ulysses Asset Stub n, LLG, a Pelawai’e lirhited liability company. as successor in interest to Pickwick Investments, LLG (^Lessof') and pellco Partnership, a Delaware general pailnerShip, d/b/a Verizon Wireless ("LcwCc") (collectively, the RECITALS WHEl^AS, Lessor owns; an easemeht and the fight to lease a portion of the property Q'PremisQs'') located at 1023 2()th Sheet South, Birriiin^am, AL 35205-2622, more commonly known to Lessor as the FIVE POINTS HOSPITALITY RT AL, AL tower site Property)], WHEREAS, Lessor and Lessee. entered into the Agreement for the use of a certain portion of the Prem ises; and WlTEREAS, Lessee desires to modify its equipment at the Premises Q"Modified Eqiiipmenf*); mSi WHEREASj the Parties agree that as consideration fbr Lessee’a Modified Equipment, the current Rent payable under the Agreement shall be increased as set forth herein. jJOW THEREFORE, in consideration of the foregoing promises and for other good and valu^ie considefation, the receipt and sufficiency of ^hich is hereby acknowledged, the Parties hereto agree as follows: Lessee shall modify its equipment for a final installed configuration pursuant to Exhibit A-3:, 2) Exhibit A-2 to the Agreement is hereby deleted in its entiicty aS of the date this Thhd Amendment is hilly executed arid;shall be replaced with Exhibit A-3 attached hereto and incorporated by this relbionee. hr the event of inconsistency of discrepancy betweenthe Exhibit A-3 and Tenant’s equipment information set forth in the Agreement, the Exhibit Ar3 shall control. 3) Effective Upon the earlier to ocCuf of 1) the issue date Of the NTP by Lessor; pr ii) October 1, 2014 (""CQmmeiicemeni T>ate% the Rent sMU be: increased by Two Hundred Sevehty and 00/100 Dollars ($270.00) per month EXHIBIT 1 E LbssorSiteName/Nuniber: FIVE POINTS H0SPITALITYTITAL,AL 7275996 Lessor Gonti'act Number: 31359o Lessee Site Name/Number: Pickwick Hotel/170596 tlip Increasea Fee for any fractional month at the beginning or end of the shall be ahprDpriately prorated. 4) Gapitaiized terms contained herein, unless otlrerWise defined, are intended to have the same ineahing and effhPt that set forth in the Agreement. 5) Except as modified by this Third Amendmeht, the Agreenieht and all the covenants, agreenients, teims, provisions and conditions thereof shall remain m full force and effect and are hereby ratified and affirmed. The covenants, agreements, terhis, provisions and conditions contained in this Third Amendment shall bind and inure to the henefit of the paities hereto and their respective successors and permitted assi;^is, IntheeVentofacdnfUGtbetMentheterms contained in this Third AniOndment and the Agreement, the terms herein contained shall supersede and control the obligations and liabilities of the Parties. [SIGNATURES APPEAR OISI THE NEXT PAGE] [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY] 2 tesspr Sitel^ame/Numben FIVE POINTS HOSPITALITY RT ^, ^/275996 Lessor GoiitractNiiinbei*: 313596 Lessee Site Name/Numbei" Pickwick Hotel/170596 IN WITNESS WHEJlEOr, thfe Parties hereto h^e set their hands to this Third Ainendrnent to that certain Build ing and Rooftop Lease. Agreement as of the day and year wi'itteri LESSOR: LESSEE: Ulysses Asset Sub 11, LLG, a OellcQ Partnership, a belay/are beiaware limited liability company general pattnership, d/b/a Verizon Wireless By: By: Name: Name: Lisa Aliperta Title:...... Vlee Pfesident, FinanBe Title: Arr<. l/irp. Date: Date: joIsdI/u 3 Lessor SiteName/Nuniber: FIVE POINTS HOSPITALITY ^ AL, AL/275996 Lessor Contract Number: 313596 Lessee Site Name/Number: JPicjkwick Hotel/170596 EXHIBIT A-3 4 * KXHMMT rm VerifmW'irejtfM roiNTa To** f LE^VSEKPACK IlKQUmKMfcVrX lftf\IAHYi(M!nia.».:iJS UAJK AKJ'A ste.tnM' a»..s<'i 0A.vnitl>f<’A»*t‘EW* ii'A rai/l.<«SeJW*7Mra>bii* yjK TWQrUuSfJ ruiiUliu' J(A M^tUL K‘A {iacA^ LlUUKIII WrViiraHj) Ucaca ivJ^ l.-A Epipau if in.\nid4i N'A WietfJihlU) ■ tJCdin fWirtMiiJ:.,J, Djujc^ KA liLTitrxxf UVVilhii ••'A »^A lacK=», nOTtS ULATtVK li*t«*Apitirai^ifK:,.', ■ luacui’ powEU riKmnur.NtRKTi^ OE}A]un«rx^r. AlC?a\«EOnSinATp^ r cMflc (MO: l:3IC ^ aiStriAtEX S [LL11JI r CC£XATCAHfUI^4 r 'CCIlL<l»;«(MU jis.*-aln«i»rfeay ADOdKt^LkASI^ABPA fts^cvis: Fi>itMCKw»pc»r£muTVi*>i __. luainric ^WM'ACTCKpl!5‘A 1^ AKB/MT-Oa 'ii'A pAcirriKW) tvs rAOMArtliAATvU 1 r »wfi;T.CX r nninuK»3(U\vieh ri'.\ XUjXSUEipIl fi-A.___•< i^(» vdruH.tA'a:»ir. j DdEsrsoca lUW iC.ii' CONPAHY CHOU.NI) l.E^VSE AllEA nEqUlBmiiinS Y_r iF\TiAOpfac<tu;iiU8KABi-Ai^iin.'saaiu\riri(^!i'A:^yK «'A AlXXnC<UL £91>U MF-j.7 MUD:S!C£S(LiWi ilrB». itJA. A(:i^li^L\i.XQ(nniD.T U‘A row’EiyraLcoiu-oumKMKNTs nX[T r KjAtA IROVCC^uV. unmir TO.CAiiV iK^Ki-i, l»l.».1 suiLiv«}txc47iX:niK‘^i; tlwH'JM inivu ASPEa«Qmoxs(A m:cEiv>:tO n ti'A):'A, 'i^A;n'a. IRAMMI rrtHWL'Cft'pR TTFC IfEiiTi**-frA Ul VrI UAt'UMrmU liic^uix JrA.7S'A •ivA iwiu.KA' M»7?«y.JtvHU •' «‘A. mCAlK'^ '^'A jrA; 'jVa-mScX MH WCTJRTJTt ri'A!.•« •Wv K'A d'A imAlAViJrAOE SA-KA MA rcirALAvrnufc »j‘2M ANtENN.V EQUir>MOfTKPEC1EICATIONS ■Ii'A'; l<<'IF^CJ.T7iTC..riui N'A LTE tv I* Ifl-.s r <r.T I EJa rr<* I (» H* w ■ 'irA)1A!^A. Mia.T uctj.T-nre l.-A f,-A 'KA IVUMfcNf M»A«FACIVF£R >»>0TiAVJt A'TSI EQtn^aNTMC-CfX* ^KA Ji'A fcVtaA»»r hMEKaKusimwi'iD) i»iP£ai*A d'A EV l> itv Ji r>.FK4ft F^.««=.u.w. Mni.i^a; JiA >i'A-■M trA EVWJjniTC.o.unrn‘ ■i--i Ariuunii^cxRtciKCJcnwrUTRtit^^-ii _____ SJCfO'IM..*?A yiv LiEAJ*HA2iMini yircTC«,i« *t'i niMiS6 j:’A!i*A;34iWt7 TxniiiiL^JiiJr. KA 7J*.7k^ 17tl4 AXrrtv’Hi-V. nw^»or-n< II >>A ivA, IfA laeikr?) tf' 'iVA., A*nCClAi7AL*J I 1?A Wa: [VK IDIAL »iV I efti tf•pTfMl b as '7J-A, irxQiT. uVa«h AAW»m> arm’* It ■ypi 'MT ______________ tiuS ir-T-ntr VijUiJiAl',■ ji'A' iiA K-A; ii\Ttit^ucTCxrsaci‘i MV Ax:HiiNNA KQUihMiyyTSPF.a^^.,:j;'A d:A Wa cguniu^mr ftA'tUA »A J.-'A SKA hiti ^ itcTT* 4 *>iv i]QUi\ii3 »i\ • Si-X iK;iiiBktn/rAL:v:.TiE3ac<f> ■K‘A' ii'A" Itvi KA bVia I^SrS^t AklfS.T.mc.• ka: iv\ i(j 1A ktfiir»wswrACTwtJf. srA TJA I.'A ■niu-’^oc-va ka ».‘'A. KA Fc.mriiEKT DMC3>ua(iuv>vi>) 'jvyitUtii'ilBiS' ij 3‘Aio *• rgiiB&fsiTwauifrir<f(iiB.«Ui I li.m' »rx/(?A '■h’\'KA:,KA} K<ivitfTn‘Viwnn\ KA-AZAMIU/Eotccrv-f^u HAIB \ rh'M lil-MS HO 7:'A n "t.‘HA7*r _____________ _ l)U Wfl.KA SPA r,% KA Rxnu^-uDArr: As. ¥ K'A JW jwhEiiA'airr Kv •■■kv MA Va; TtOTAL « «nX^ fi list giyjb EApi.\n<n MII/i^KiTTOft. 11; its.KA 'Aa »: A its.•i«7A iVA.....}iC its S'A j:'A ikRiitsvtfiiElVittEi'j, DRAWING INDEX PROJECT INFOR PREPARED FOR;' T-1 TITLE iSHEET, PROJECT TNFORMATlciN SUE/fflOREss: 1023-20TH-BIRMINGHAM, C-‘t. GENERAL.NOTES ZOMINOJUMSDianON:';CI.TY O ■^C-2 DETAILED:.SITE. PLAN C-3;BUILDING..:ELEVAT10N........................ COUfnY: JEFFERSON 0-4 TOVER ELEVATION. &. ANTENNA SCHEDULE.lAinUDL-■33-' 30’ 4.7 ■0-5 ANTENNA REPLACEMENT SCHEDULE wireless.‘LBNGtnjoe 86-47‘ 47. WBt p CKVflCI<..H •1023 20TH BIRMINGHAM 10300 OLD ALABAMA ROAD CONNECTOR ALPHARETTA; GA 30022 SUE MAHWEB:. AMERICAN. T 829 PICKEN MARIETTA, VERIZON. W 10300-OLD ALPHARETT SiTE-■NAME; 678-277-3 DRIVE DIRECTION.S ROM ATIANTA. ENirlrtthte TOTVERSOUR TB75.OIJD..TAK6.I-20 WEST.(145:mO ROSWELL, G PICPaA/ICK HOTEL TAKE EXIT 126A FOR US-i51 5/03-280 E.(0.9 Ml) MERGE ONTO US-2B0.E/US-;31.(0.9 Ml) TAKE THE UNIV BLVD EX1T.(0.2 Ml) TURN RIGHT ONTO UNIVERSITY BLVD,(0.5 Ml). TURN IfJT ONTO 201H ST S AND THE:BUILDING VnU-.-BE ON THE l£FT.(0.3 Ml) COKnCT:-678-990-2 EUZABETH DAVIDTPAR:678-99P-2 f LOCATION MAP V J '^^CINITY MAP anteNna;,Modification on:^ T Decatur (Rome.• CfMlUhoodw NawSirForesi PICKWICK' Jsspef Cullman ^ Gadsden ■1.-.Jr-;Hoiwdl Al Anniston*. Birmingham < SITE,. Hoo«r PKEMKEE'EY:'•':NationafrWMl... A Ja ba rn 2 ■•■'E3, w V, T875. OM> AMBAMAt KCAD SUTTETDClS; ROSWELL.. GA 30076 TEL;WS-99Q-2338 FAX: 678-990-23fe __________ GENERAI 1. l NOTES: COKIRACTOR IS TO COMPLY HTH THE.KQUESTlW flOOTATlGM.OlfD) P» eOHSIFUCTKH gti^CTVRAL..?m NOTg; L STIlUCIUlWL Sm SKAlL OWFORU TO THE LATESTvEDfllON OP THE PISC^SPEanCAHON RR THE DESCN,: «. lESTDOeUMEHTATKN!;^ B.L THE FOOBKHC data MUST Be Biauoen FOR EACH: AlilEHHA T OATESTHEyiaaO 4 BUMMCMMWFACTUfffitt-DBAWIW AIL. PREVIOUSLY PBCMDED BY^V^^ FAaWAT10H * EreCTaH OF ^CIURAL STEEL FOR BUItOWSS*. S.1.1. IHSERIION loss; DATA. 1 DNERSORS TO Aa EJmittG STE FEATURES SHAli.,BE HELD VEXraj BY THE OOHTRACTER * ANY liiireroS! L^KrowTHfldLiSEff^amwt^ nSCREPAHOES SHALL BE.REPORTED TO THE OWER'S SEPHESEHTATIVE.;pMM51. PfOAtt SHALL S£ P61F0WD AFTER 9^0P FABRiCAIKN TO 1HE GRCAlOT.EXIENT POSSSlL^AU.. 5^ DOCUMQfTATICH'FmAli.mCS,:Sa^^f^S. U.MS,A mDS Km PRII^ areas shall be ie>AIFra BY FIEIB TOXH-UP PRICR.^^ «.2;1. C0PCS GF ALLIESr DATA UU^K liACZD H BMDDtS. 3. THE COmHAnOR.WAU. DETERiaiE-K EXACT LOCATKW,OF EJBTIIC UTUTIES, PIPES,'OR Alff OTWH. COMPlflWH:0F THE:*!*. SilPROWE TWO [g C^ OF ALL TEST DATA, ORE COPY Tb RM '.SUBSUIFAE SIRUCIURES.PHIDR TO eOMMEiraW-WWt THE:CONTRACTOR SHALL COMTACT.THE LOCAL UTIUTY tOailNO SERVICE « WS PRIOR:TO BBCWCi DRUJNeL; OR BLASTHt 3. all-EXTERIOR:SimjCn)RAL STEEL aAlL BE OALVAHEED IH. ACCOflOANCE.WTH THE SPEOFTCATION ASTV AT23 aVVii. 'Ss'SisrKUWO^SB^Mm^ ialsthf measurewkts must be chart REcdRCiED* dated.. Al; VEIRON^S a PROilTWNACER CRXiSlijiH’:; KPREZktATTVE shall K HOira IN KRTONG,DTOaPOTSaEjaDJ*5,;SCRAPESL MARS,.* WXIS SHALL BE REPAIRED. BT.FEID TDUOF-UP PRIOR. TO tbt RESULTS SHOULD OCMFLT WTOTHE VEIWCN SFEO; OF ANY CtfWTIONS THAT VARY^FROM THE PLANS. THE CCKTRACIDR^ HORK SHALL MOT VARY FROM THE..COWWTON OF THE rat. GA-ALJNlINMAJTSIEILStBB>-PBL.TESrjB. PLANS TTHOUT THE EXPRESSED XHRmEH. APPROVAL OF VEHnaTS CORSIRUCOOM PROJECT HAHACER OR: VESZOKS lOTESEHTATIVE 4i::i«XES 5HAiI NOYBE PiACED THROUeH-STRUCTURAL STEEL MEMBERS EXCEPT AS,SH0«N AND DETAILED OH:THE.DRAWIH0S.. S..ir aWL BE THE COHtRXCTOR^' RESPOMSIBjtY^TO EjWa'KE-A^^^ TO ■: t.COHieiTIflHa. COORDMATE HS DORK WIH TNE.WDRK OF. ALL^OTFERS,TO. ENSURE.THAT IKHC PROCRESSpN^IS HOT 5.L Aa WELDIHS WALL K OOHE USWC ETOXX ELECTROOES'ANO WALL COHFORW TO AISO ANO AWS Dl-T. WTERRUPTED. WHERE FILLET HELD.SEES: ARE NOT WOHN, PROWDE THEvNIBIMUM SOE PER TAOE.J14 « DE AISC •MAHUAL of STEEL COHSTRUCItOH",-13lh EDlTIOH.,AT THE COMPLETION OF. WELDtie. ■ ALL DAMAGE TO K CCWRACnOR.aAU. COORDINATE THE COHSIROCmW SCHEDULE^WH THE PROPERTY OWER AS.TO AWIO CALVAICED. COATING aAa BE’BEPAWED. ANT ipRRUPTIQNS Yirm THErPROPERTYlOWER'S OPE^ 5l2. BaiED CflMECnONS aALL USE BEARlNC TffE^GALVAWZED ASDI Aja BOLTS p/■4.^ AND SHALL HAVE A•. MtmiUM OF TW-BOLTS UHESS NOTED OTWRHISE. 7.-COKTRACTCR~a{ALL KEEP\THE PRO,ECT'.SnE.FREE'FROM 'ACCUTREATION. OF'-WASTE MATERIALS.Ss'RLA6ISH AT.. _• un, m,, 'n J-i--nnu. triw niv. v ju* ki,* 'j.ii ALL TWES OIRRW THE CmslRUCTION PERIOO.v:* a*U. BEM^ ALL'.WASIE MATERMLS*; RUBBISH FROM 5^ «ATW MAY USE-5/W WA eALVAMZED ASTU A307 BOLTS THE PROJECT aiE AT THE COMPlEnOH-OF WORK. EXCEPT THOSE;SPECIFlCAaY..(SQU IED BY THE. CONTRACT mi,.ar oncn-m-arUrm ____ OOCUMEms.TO. BEJfFT.FpR-THEOHHK-S lUAlNTENANCt COHHECTKN.OEaOH BY rAWCATOR WL.Be SUBJECT TO REVIEW.AMO APPROVAL BY ENBWER. a. THE COmtWnOR WAailKTOre ALLTOPERTT to rii PHEHXWSIRra OONDmoiH TO THE.CIHHER'S AiinniltlA WflT^r SATISFAGDON...AFTER ANTENNA IHSTAUATICN, LABEL EACH COAHAL'CABLE UKE WIH STRK OF COLORED, UV.lEaSTAHT TAPE AT BOTH ENOS OF EVERT. UtC IDENITflCATlON TAPE ASiSHOWH ON TOWER ELEVAHW PAiOE. 9.. TT£. CONTRACTOR'ailL PROTECT OKTMG.nlOPERTY tilC HONuM^ ANY LHSiURBED.:DAMAGEDj OR REMOVAL OF MaiLICfrATItM WALL BE: replaced: at THE ConRACTDR'S EiroiSE UNDER 'lie-aiPERV SlON:2. tef; ALL COMPOKENTS UPON COMPIEROH.OF WSTAIUHON TO ENSURE THAT Aa ITEMS HAVE BEEN 0F.A. REIK1EHED LAND SIRVEm. PROPERLY INSTALLED. AMO ARE OPERATIONAL^ AS WTENDED. ID l3AUAG£:TO B0STINCSTRUCIURES*UTEniESWALL BEREPAllED CRREPLAcED'TO aillHElTS SATlSFACTIClH::jL TEST CRITERiA; AT THE CONTHACratt EXPENSE: UAWTAM FLOW FOR ALL UTUTLES:,3.t; ALL. OABLES aAli BE TESTED BEIWEEN TOO-iSOOm.. 3.2. AIL'IAKTEHNAS MUST MEET A RETURN LOSS OF TSdB. OB BETTER, IT. Aa UTiriY eOWECnOHS TO EBSDNC SYSTEMS SHALL BE COOROINATEL WOH THE OWNER OR OWNER’S; '33 Aa INSERTION: LOSS aAa:MEEr OR BE LESS THAN THAT S-ECBED ON THE EBTS WORNStBET. REPREScHTATIVE AW THE UDUTY COMPANY PRIOR TO EACH CDNWCIIOH... 4. EQIIPMENT REQUIRED-MMHUM. TEST EOUlFMENT SKAa WaUDE:' Tl LMESS OTHERMSE NXCATEa VERIZON apa OBTAIt * PROVDE CONSIRUCBON PERMITS: THE CONIRACIOR' 4.T: SwePT-FREQUENCY SCALAR NEWMRK ANALYZER SVSTEM.. SHAa OBTAH AT HIS:0»N EWWSE. Aa REQUIRED LOCAL, cnv, STATE, AND/OR COUNTY CONSTWOCDGH 4Ji SKHAL-SEPARATKH OEHCE WITH A DIRECIMTY OF AT LEAST. 40dB BETTER.THAN THE HoeTREIUSN UCENSES: UPON COMFUnON OF THE WCBK. THE CONTRACTOR apa APPLY FOR t PROVTOE A CERDFICATE-LOSS IT B REUUIREO TO-MEASURE...' OF OCCUPANCY. 43.-PBHTER OB'. PLOTTER CABLE CAPABLE OF PBOOUaNC 8.5’fIT COPIES {OKfra PBiHTERS UHACeEPTABlEJ FOR LBEOROMC PERMANENT. RECORD. OF MEASURED RETURN LOSS * HSERTION LOSS AMT MSERDON T3 THE COHTWACTOR aPa DE RESPONSBEFOR OEWATERMS AND-THE MAKIEHANCE OF SURFACE FDR CHARAdERBTtt A TIME:DOMA»(: iePl£CrOUEIER (TT*y.FDN FAIJU’LOCATION. CCHSTRUCnW. S: TESTS REQUIREOe 14^' raLTRACTOR.SHAa cOMTiY NTH AIL LOda state: *-fEDERa:REGLIUTl«S.:&t. CABLE RETURH.LOSS ONaDOES.HP '* BOTTOM JUMPERS), 12. LOAD TESTi SHOtXD. BE-AfldJ.OR BEnER. 11 CONSTWUCWa.WASTE MAY NEITHER,BE:aFMED NOR BUnED-AND MUST BE TAKEN TO-M APPROVED 13.;CABtE:INSat'nOM LOSS-MUST MEET (R BE LESS THaH;'THE nANUFACIURE)TS PUBLISHED: ■ LAWFia SPEOncATTONS..... 14^ SYSTEM REIUm LOSS IF;SrSTEH SWEEPS BETTER THAN LOAD,.THERE IS A PROBLEM M: THE STSTEU.. 11 SECUmiY ■ro:TVK.5nE3HAa,BE:MAIKrAINED:.AT:Aa.T1UES; 17. CCNTRACTOR:IS HESPOHSM£.FW:THE:-COHO(T10N'OF'THE SNaTER:DUimG.‘AHO.AnERCOHSrRUCT10N..‘THE. EOUPMEHT: aaTER-SHAa HOT BE USED.TOR. S1CRAIC. DF TDOS;, CONSTRUCDW MATERIALS Oft EOULPMENT. CONTRACnxr aAa ENSURE Tie 'SHaTER,tS: aEAJIED, AT COHOliaa OF CCHSIRUCITON •ANO THE.aOW CUEANED, WAIELL AMI BUFFED TO:aME.;ii iRjR grEenfed/t^ TO*re;snEi c«iractor;6s re ehsubng tie ■toWer uwts'arE:. MONITORED MDRMIC Aw HGHT EACH 24 HRS FROM THE TIME THE TOWER IS TOPPED OUT UNTIL STE HAS. ALARMS,CONNECTED TO THE OPERAWOKS SWICH-OR HOC. COflHACTOl TO NOWFT PROJECT MANAGER AT. L££Ebia THE TWJE THE TOWER IS TOPPED OUT TO FOWARO NOWnCATlOH TO IHTIZOH REGUUTWHY AND FCCAAA. FEME com^R. uhe. cmX PASS GRITERIAr e 700/800; MHZ COAX PASS CRIIERIA; e 1900 MHZ WOPERIY UHEv/not;i^-STSTW-RiL>HjM9 syst«n RL-SYSTW RL-SHQRT Ma-UIAB ■L>w 7/r 1-1/4' i-ts/r 7/r 1-1/4' 1-5/r 7/1' 1-1/4* l-S/B' LEASE. Lenoth 7/8' 1-1/4' ll-S/t--7/8' l-i/4' 1-5/8-7/8* 1-1/4' 1-5/r (ft) £fsbm 100'-17-1&8-32.--2.fr,-a3-22-22-Z2.100'-17.4-i7a-17-4.9-3.5-tt-22-K 150'.,-173-n-IM-43-3.4-2.9-22-22’.-22 150'-17,7-17.4-1743.-fc7 t52 ^5-22-22 O DBCONNECr SMTOf 200/-ITfr;-173-m-•5A-41-U-23-23-23 200'-18-17.7.-173-173-t.4-102-73 53-rC.5-23-23-23-23 BM METER.250':.-173.-17.5.-173-«3-4.9-42.-23-23 2S0'-183-17.9 ORcurr/TOucER 30r-183-lU-173-11*9-7,5 •^4,-24--24 300' rll-17.fr-173-73-V:;-4.9.,-24-24-24 CODES Non NUtttO^ 350'v-lU-173-173:-55-24 •-24-24 350'.-18.4-102-181:-13.7-103.-83-24-24-2+.400'-182-17.9-17*7-93-73.;rfr2. 'tM-r2S ■400'.,-18.5;.-183-183-154.^lU-M-25-«©• CHEMCH. cnxirio ROD. GJWUHO WO: THE ABOVE TABLE IS *THE' MINIMUH THAT OWATKJHS ^REQUIRED. TO PROVIDE'DURING A.eOUPlETE-.SrSTEy REIURK LOSS'TEST (I,E. WITH IN-UNE DUPLEXERS, DIPLEXERS,. SURGE ARRESTORS. ETC:): THE VALUES::VrtTHlN. THIS TABLE-ARE CONSIDERED EASS. El GMXJND noo.nnH wspccnoN siecc. VALUES FOR A NEW 0R;EX1ST1NG SYSTEM. GENERAL CCIHRACTOR^ THESE'TAatR,GC IS ISMRED.lO PWW^ CAWEm.TTlPC'C^^ STSTEU SHEEP FROU TK C0»«EXniX? AT THE HATCH PUTE^^ I^ A REAONG OF-20(B OR BETTER, TO ALLOW OPEIUlKMS TO cpiTOS^./m;..CdH^^ GETIHEIR FBMREDrREAOM^^ TO DTF TESlMffi IfTH IQtf TEBflHA^iaH CH HEW OR BKTIHC CQAX^flWffiCniB!; PASS CHTEHA FW MAW TO UHE (llfU OR A«T JUMPER-40 dB OR BETtER cRouw m. PASS CUTEHA fob OIH and MFL COHHECTORS-30 dB « BETTER K PASS CWnERIA FOR K CCMNECIORS-Z7.5 da a BETTER r lESSEE' WdENHAS:(12 TOTAU: MOUKTID TO PIN1HOUSC YfAUJS)-(3) MSTWS DE ANTHNAS TO BE TEHOIB).-.(3) NEW KATHBEM RET-LTE AHTEMHAS TO BE INSTAUH)..-.(3) NEW yesiOL UE TMA^S TD BE MSTAUEO BEHIND KT-LTE AHlEMMAS •-■(i),ESICSSOH:A« 33 ANTHWAS TO BE HEPLACED irH:WCS5(W AIR 11 AHTENHAS-(I) RATCAP <750 ROOFTOP DBIRBimOM OVP AND (I) ASSOCIATED l-5/B* HWBD FIBER CABIX TO REMAIN. Horn ND^ RQQ-C3) RATCAP TOM SECTOR OTP^ AND ASSODATEO; SECTOR GABIES TO REUAM-(C) EffilMC BDO/ltOOUHZ AHTENIAS AND ASSOCIATES EDUPNENT TO' REMAM PENETRMIGN^-C6) EMSTMC T/B* COAX TO REMAIN-(E) BOSTHG l-syr COAX TO REMAIN ANTENNA^;MQDI-SEE PAGES C-4 * C-5 FOR ADOTOOHAL DETAILS i~~ EM^C: LESSEE EOUIPHEKT CABNEIS EDGE.OTEXBimc: BUUWC EWUNC LESSEE ':.., EOWPMENT PLATFORM/= SO: NEW-GROUND. EQUIPMENT <5RAEHIC:.S£ALES BUILDING ELEVATION BEInG: ADDED AND; NO. GROUND to-o-to, SCALE 1* TO BE DISTURBED DURING ANTENNA MODIFIGATION 'SOALE: ^1"' = 10'-P" r i> ill??■ >;■ idO S O TH ozg O GO P Q 5 ^3 O o gg^ c» O:?3 2 a ^ p iMi 1^ CD C G z 3 o > d P z HI? D I I I I i r I III 13323333 SSj If' a? ■3's iSiar f4 sg liisPi V. iPi i§ 2&g»S iSafg Jlii S ' m,'6 ^sitSx m 5*5 ant im s I ''Mill!'' a ■-X1 y/E")S'C^3(DOCWPHQH: <r> PICKWICK HOTEL o.dn)/ISSUED fOW WEV1CT 'Wireless 0,<Z2SD.<iSSUB ro<! PpMTTHQ,.:.!jt* BUILDING ELEVATION Iff COWECTWHS m§ K1 >LAIAHETTA.GA9^ 11 r ■N Si n PI >,3^ ^1? f lH fl J ♦" z I SIS UM-'-1! in-/o 5 O H o ss fi ii; I m/m t Ip XXX x -*--u n a V iri?i? £ i if >< a I X off O.C So II I? Sf 3 O o?1 X)!i i I--. Wg. a 5 s •f-¥ Jf ^ XXXX-<a o a iSli II: a-"0>-A O m/-iS\^= II II I! Bm O G? fp f) If II II g i i4' 'ofp ir Av'' — ■3:. ''Mill*'' 1 3f \r I g&.CSBj 5 n flt-ME PICKWICK HOTEL TOWER ELEVATION AND wireless O.CSSDj [ssuoi fon tEW» ISSUED TM rBUTn(«<-4^ ANTENNA SCHEDULE m lOMQ OLD ALABAMA now COCtKCTOH AmHAAETTA.aA90^. Hf oawoiiioHs y» 1 r:ANTEN:N:^;;REPLi^GEHEN:T SQHEBULE RDOFIDP OF PIGKVICK HOTEL <MANAGED BY ATC): ________________feAD-CENTER lOQ' _______ ___ Quantity Description EXISTING ANXENNA^/EGUIPMENT ANTENNAS 6 CSS;XDUOI416-80-64I ANXEL BXA^70040-1 ANTEL BXA:-70063 3 ERICSSON AIR 33 COAX 6: 7/8' COAX 6; 1-5/8' COAX: 1 1-5/.8' HYBRID FIBER □THER EQUIPMENT 1 RAYGAP RRFDGr4750-PF-48, 3 RAYGAP RRFDC-1064-PF-48. anTeNNaS/equipment td:;be removed ANTENHAS. 2 ANTEL EXA-70040: 1 ANTEL BXA-70063. 3 ERICSSON AIR • 33-COAX: NONE vOTHER £QUIRMENT; none NEW ANTENNAS/EQUIPMENT TO BE INStALLED ON ROOFTOP ANTENNAS 3 KATHREIN 800.10736V01 3, ERICSSON AIR 21 COAX NONE OTHER.EQUIPMENT-3. VESTELL TTMA-700G-VC FINAL GONFlGyRATION ANTENNAS-•:E GSS XDUO1416-80-64I 3 KATHREIN 800 10736V01 3 ERICSSON AIR 21 COAX 6 7/8' COAX 6 1-5/8' COAX 1 1-5/8' HYBRID FIBER other equipment 1 RAyCAP RRFDC-4.750-PF-48 3 RAYGAP RRFDG-1064-PF-48 3 WESTELL TTMA-700C-VG J Licensor Site Number/Name: AL-6500/FIVE POINTS HOSPITALITY RT AL Licensor Contract Number: 28634 Licensee Site Number/Name: Loc # 170596/Pickwick Hotel FOURTH AMENDMENT TO BUILDING AND ROOFTOP LEASE AGREEMENT This Fourth Amendment (the'Tourth Amendment) to that certain Building and Rooftop Lease Agreement dated July 7, 2006 by and between Pickwick Investments, LLC and Cellco Partnership d/b/a Verizon Wireless, as amended by that certain First Amendment to Building and Rooftop Lease Agreement dated August 16, 2010, as amended by that certain Second Amendment to Building and Rooftop Lease Agreement dated November 7, 2013, as amended by that certain Fourth Amendment to Building and Rooftop Lease Agreement dated November 14, 2014 (collectively, the Agreement) is made and entered into as of the latter signature date hereof, by and between Ulysses Asset Sub n, LLC, a Delaware limited liability company, as successor in interest to Pickwick Investments, LLC (the "Lmor") and Cellco Partnership, a Delaware general partnership d/b/a Verizon Wireless (the "Lessee'') (collectively, the "Parties"). RECITALS WHEREAS, Lessor holds an easement over the rooftop at certain building located at 1023 20th Street South, Birmingham, AL 35205 more commonly known to Lessor as the FIVE POINTS HOSPITALITY RT AL (the "Property"), and WHEREAS, Lessor and Lessee entered into the Agreement for the use of portions of the roof at the antenna site (the "Premises")', and WHEREAS, Lessee desires to modify its equipment at the Premises {"Modified Equipment")', and WHEREAS, the Parties agree that as consideration for Lessee’s Modified Equipment, the current annual rental payable under the Agreement shall be increased as set forth herein. NOW THEREFORE, in consideration of the foregoing promises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: 1) Lessee shall modify its equipment for a final installed configuration pursuant to Exhibit B-4. 2) Licensee’s equipment information set forth in the Agreement shall hereby be deleted in its entirety as of the date this Fourth Amendment is fully executed and shall be replaced with Exhibit B-4 attached hereto and incorporated by this reference. In the event of inconsistency or discrepancy between the Exhibit B-4 and Licensee’s equipment information set forth in the Agreement, the Exhibit B-4 E EXHIBIT 1 Licensor Site Number/Name: AL-6500/FIVE POINTS HOSPITALITY RT AL Licensor Contract Number: 28634 Licensee Site Number/Name: Loc # 170596/Pickwick Hotel shall control. 3) Exhibit A-3 to the Agreement is hereby deleted in its entirety as of the date this Fourth Amendment is fully executed and shall be replaced with Exhibit A-4 attached hereto and incorporated by this reference. In the event of inconsistency or discrepancy between the Exhibit A-4 and Lessee’s construction drawings set forth in the Agreement, the Exhibit A-4 shall control. In the event of inconsistency or discrepancy between the Exhibit B-4 and the Exhibit A-4, the Exhibit B-4 shall control. 4) Effective upon the earlier to occur of: i) the first day of the month following commencement of installation of the Modified Equipment; or ii) April 1, 2016 {"Commencement Date'’), the annual rental shall be increased by Five Hundred Forty and 00/100 Dollars ($540.00) per month {"Increased Fee"). 5) Lessee and Lessee’s contractors and subcontractors shall cause Lessor and its parent entity American Tower Corporation, the Property owner (the "Owner"), and Owner’s property manager, and such entities as required under the Lease, to be included as additional insureds, by endorsement or otherwise, as their interests may appear under all policies of insurance described in the Agreement, except workers’ compensation. 6) Lessor’s Notice Address shall be amended as follows: Ulysses Asset Sub II, LLC 10 Presidential Way Woburn, MA 01801 Attention: Contracts Lessor Phone: 781-926-4500 Fax: 781-926-4721 With a copy to: American Tower Corporation 116 Huntington Avenue, 11 th Floor Boston, MA 02116 Attn: General Counsel 7) Capitalized terms contained herein, unless otherwise defined, are intended to have the same meaning and effect as that set forth in the Agreement. 8) Merger. Except as modified by this Fourth Amendment, the Agreement and all the covenants, agreements, terms, provisions and conditions thereof shall remain in full force and effect and are hereby ratified and affirmed. The covenants, agreements, terms, provisions and conditions contained in this Fourth Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. In the event of a conflict between 2 Licensor Site Number/Name: AL-6500/FIVE POINTS HOSPITALITY RT AL Licensor Contract Number: 28634 Licensee Site Number/Name: Loc # 170596/Pickwick Hotel the terms contained in this Fourth Amendment and the Agreement, the terms herein contained shall supersede and control the obligations and liabilities of the Parties, [SIGNATURES APPEAR ON THE NEXT PAGE] T [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 3 Licensor Site Number/Name: AL-6500/FIVE POINTS HOSPITALITY RT AL Licensor Contract Number: 28634 Licensee $ite Number/Name: Loc # 170596/Pickwick Hotel IN WITNESS WHEREOF, the Parties hereto have set their hands and seals to this Fourth Amendment to that certain Building and Rooftop Lease Agreement as of the day and year written below: LESSOR: LESSEE: Ulysses Asset Sub n, LLC Cellcp Partnership a Delaware limited liability company a Delaware general partnership d/b/a Verizon Wireless By By: Name: nsaAliperta ^ Name; Aparna Khurjekar Vice President, f-inance Title; Title; Vice President-Field Network Date: h Ut Date; 4 Licensor Site Number/Name: AL-6500/FIVE POINTS HOSPITALITY RT AL Licensor Contract Number: 28634 Licensee Site Number/Name: Loc # 170596/Pickwick Hotel Exhibit A-4 See attached construction drawings 5;StRUeTURAL REVIEW PREPARED FOR PRQJECT^NFpRMATIQ CONTmCTOR SHALL ATTAIN AND VERIPr STRUCTURAkEVALUATION NEPORT Of EXHTMB RaOFTDP FDR EXACT IHACXMENT OF ANTENNAS AND COAX CABLES; OONTNACTON BHAa COMPLY WTTM THE NEdUINEUEHTS OF THE SITE MANASER sriE^DDRESS; 1023 20th STREE WTHE CASE OF ANY DISCREPANCIES. ANY STRUCTURAL MOt lFiamoNS, IF BIRMINGHAM. AL REQUIRED, SHALLSE DONE PRIOR TO THE INSTALLATION OF ANTENNAS. ZONING JURlSDIGtlON; CITY OF BIRMING VICINITY MAP COUNTY: JEFFERSON verizon 10300 OLD ALABAMA ROAD CONNECTOR ALPHARETTA, GA 30022 LATrrUDE; LONGITUDE; BUiLblNG OWNER:: SITE MANAGER: 33* 30’04.79" 86*4r47JZ9" PICKWICK HOTEL 1023 20th STREE BIRMINGHAM. AL AMERICAN TOWER CO 829. PICKENS INDUSTR SUITES MARIETTA. GA 30062 PH: 770-919-9003 APPLICANT: VERIZON WIRELESS 1G300 OLD ALABAMA R ALPHARETTA,: GA300 SITENAME ENGINEERING: TOWERSOURCE, INC. LOCATIONMAP 1875 OLD ALABAMA R v PICKWICK HOTEL SUITE 1008 ROSWELL. GA 30076 PH; 678-99&-233B ELIZABETH B USHER, CONTAGT-DAVID PARKS PH; 678-990-2338 ■ SITE DESCRIPTION. SHEET INDEX MO. DESGRIPnON.. ROOFTOPOF T-1 TITLEPAGE THE HOTEL HIGHLAND C-1 C-2 GENERAL NOTES SITE PLAN ELEVATION VIEW & MOUNTING DET C-3 FROM ATLANTA, GA DRIVING DIRECTIONS DOWNTOWN-C-4 EQUIPMENT SCHEDULE A RF DESI TAKE wo WEST 1*2 Ml. TAI« EXIT tMA ON RIGHT FOR UMI1S/US-2Ba EAST •l.TMI. TAKE RAMP ON RIGHT FOR UNlV. BLVC.. 02. Ml,. TURN RIGHT ONTO AL-14S 7 UNIVERSITY BLVD. 05MI.' TURN LEFT ONTO 20THSTiS.. ROOFTOP SITE IS LOCATED ON THE RIGHT.0.SMI. A&E FIRM lOWERSOURCEi 1875 OLD ALABAMA ROAD, SUITE 1008 Roswell, GA 30076 TEL 678-990-2338 FAX 678-990-2342 • GENEPALWOTESl--■ StRUetUWAL^Et; MOTES!'. CONTRACTOR IS TO COMPLY WITH THE.REQUEST FOR QUOTATION (RFQ) AND CONSTRUCTION • •1.. BTRUCTIWAL STEEL SWOi. CONFORM TO.THE LATEST EDIT)ON:OFTHEAWC-SPECIFICATION FOR THE. SPEC1F1CAT70N8 (LATEST RCVISION) & BUILDING MANUFACTURERS DRAWINGS. Aa PREVIOUSLY DESIGN; FABRICATION A ERECTION OF STRUCTURAL STEEL FOR BUlLDMOS*.. 8.' TEST DOCUMENTATION:, • PROVIDED BYVERIZDN WIRELESS., • B.1.’' THE FOLLOWWO DATA MUST BE INCLUDED FOR EACH ANTENNA TESTED. 2. ALLfNTERIORSTRUCTURALSTEEL'SHAaBEFINtSHEDWrmONeCOATFABRK:ATOR^NOH.LEAD.-RED • '1.1.1. INSERTION LOSS DATA. 2. ■DIMEM$lbNStO'ALLGCISTiNG8l*^FEAtlJRES8HALLBiEnELOVERIFi^fiYTHECDNTMCTQRAAMY.. OXIDE primer; PRIMING SHALL BE PERFORMED AFTER SHOP FABRICATION TO THE GREATEST EXTENT <• 6.1.2: RETURN LOSS'INTO SOoIrm LOAD. SWEEP MEASUREMENT! • DISCREPANCIES SHALL BE REPORTED.TO THE OWNER'S REPRESENTATIVE.. POSSIBLE. ALL DINGS; SCRAPS; MARS..& WELDS IN THE PKUeD AREAS SHALLBE REPAIRED BY FIELD'..61.T RETURN LOSS INTO ANTENNA SWEEP MEASUREMENTS........................................ TOUCHUP PRIOR TO COMPLETION OF THE WORK. 0.2..'DOCUMENTATION FORMAT;.' 3. THE-CONTRACTORSHALLDETErMINETHEE)CACrLOCATIOMOFEXISTING:UT(LmE5.PIPES, ORANY'.«.2.'l. COPIES OPAaTESTDATAUUSTBE PLACEDIN BWDERS. OTHERSUBSURFACC:STRUCTUREaPRIORTOCbMMENCINaWOflK.THeCONTRACTORSHALLCONTACr 3. AU EXTCRiaRSTRUCTURALSTESLSHALLBE GALVANIZED IN ACCORDANCE WTTHTHE SPECIFICATION.. 6.2J. FROVDE TWO (21 COPIES OF AU TEST DATA. ONC.COPY TO REMAIN AT' ' THE LOCALimLITV LOCATING SERVlCE4a HRS:PRiaR TO DIGGING. DRILLING; OR BLASTING. ASTM Alas UNLESS OTHERWISE NOTED. OALVANBINC SHAa BE PERFORMED AFTER SHOP FABRICATION FOR THE VERIZON PROJECTMANAGER TO THE GREATEST EXTENT POSSIBLE. Aa DINGE. SCRAPES. MARS. S WELDS SHAa BE REPAIRED SV ALL TESTS MUST BE LOGGED AND DATED. 4; VERCON'S CONSTRUCTION PROJECT MANAGER.ORVERIZONSREPRESENTATME SHAa BE NOTIFIED IN FIEUD TOUCH-UP PRIOR TO COMPLETION OF THE WORK. 9X4. SWEEP MEASUREMENTS MUST BE CHANT RECORDED A DATED. WHITINO OF any CbNblTIONB THAT VARY FROM THE PLANS. THE CONTRACTORS WORK SHAa NOT VARY 9X5. Aa TEST RESULTS SHOULD COMPLYWITHTHE VERIZON SPEC ■ '■ VFROMTHEPLAN5WITHOUrTHEE)tPRESSED,WRrrTENAPPROVALOFVERnOlf8CONSTRUCTION 4. HOLE6SHAaNOTD£PLACEDtHROUGHaTRUCrrURM.aTEELMEMBERSEXCEPTA38HOWNAND 6A4M..AHTENNA.8YSTEM^SWBEP.PlMjrEST_ « PROJECT MANAGER OR VERBONE REPRESENTATIVE DETAILED ON THE DRAWINGS. 3:-'.-ITaHALLBETHECONTRACTORGRESPONSlBH.rTYTOEXAMINEALLDRAWWCS4SPECIFICAT10NSANDTO 'S. CONNECTIONS! ■ COORDINATE HiS WORK WITH THE WORK OF Aa OTHERS TO ENSURE THAT WORK PROGRESSION IS NOT 3.1. Aa WELDINO SHAa BE DONE USING ETOIOC ELECTRODES AND SHaLL CONFORM TO AlSC AND AWS' INTERRUPTED. D1.1.WHEREnLLETWEL05IZEBARENaT8HOWN.PROVIOETHEMfNiMUMaiZEPERTABL£J2:4lN-THE AlSC-MANUAL OF STEEL CONSTRUCTION-, i 3lh EDITIQN. ATTHE COMPLEnON OF WELDING. ALL. 6. CONTRACTOR SHAa COORDINATE THE CONSTRUCTION SCHEDULE WITH THE PROPERTY OWNER AS TO DAMAGE TO GALVANIZEO COATING SHAa BE REPAIRED. ■ AVDD ANY IKTERRUPTIONB WITH THE PROPERTY OWNERS OPERATIONS. S.2 BOLTED CONNECTIONS SHAa USE BEARING TYPE GALVANIZED ASTM A325 BOLTS f3M^} AND SHAa HAVE A MINIMUM OF TWO BOLTS UNLESS NOTED OTHERWISE. 7. CONTRACTOR SHAa KEEP THE PROJECT SITE FREE FROM ACCUMULATION OF WASTE MATERIALS A 5.3. NON-STRUCTURAL CONNECTIONS FDR STEEL 6RATINQ MAY USESm-OIA GALVANIZED ASTM A307. RUBBISH AT Aa TIMES DURING THE OONSTRUCTTON PERtOO. A SHAa REMOVE Aa WASTE MATERIALS A BOLTS UNLESS NOTED OTNCRWISE....................... RUBBISH FROM THE PROJECT SITE AT THE COMPLETION OF WORK. EXOEPTTHOSE SPECIFICAaY BA: CONNECTION DESIGN BYFABRlCATORWia BESUBJECT tO REVIEWAND APPROVAUBY ENGINEER: REQUIRED BY THE CONTRACT DOCUMBTTS TO BE LEFT FOR THE OWNERS MAINTENANCE. e. THE CONTRACTOR SHAa RESTORE Aa PROPERTY TO irS PRE-CONSTRUCTlON CONDITION TO THE r^^AnERAfSsSNA installation, label EACH COAXIAL CABLE LINE WITH STRIPS'OF COLORED. UV OWNERS SATISFACTION. RESISTANT TAPE AT BOTH ENDS OF EVERY LINE-IDEffnPlCATlON TAPE AS SHOWN ON TOWER aCVATlON PAGE 9. THE CONTRACTOR SHAU PROTECT EXBTNG PROPERTY LWE MONUMENTATIDN. ANY DISTURBED. DAMAGED, OR R94DVAL OFMONUMENTATION SHAa BE REPLACED ATTHE COKTIMCTOR'S EXPENSE 2. TEST Aa COMPONENTS UPON COMPLETION OF INSTAUATION TO ENSURE THAT AU' ITEMS HAVE BEEN UNDER THE SUPERVISION OF A REGISTERED LAND BURVEYOR. PROPERLY INSTALLED AND ARE OPERATIONALAS INTENDED. 10. OAMAGETO EXISTING STRUCTURES A UTlUmES SHAa BE REPAIRED OR REPLACED TO OWNER'S 3. TESTCRITERIA: SATISFACTION ATTHE CONTRACTORS OPENSE MAINTAIN FLOW FOR AU ITTILmES. 3.1. AaCABLESSKAaBETESTED'SETWEENTOO-ldOOMHl. 3X Mi-ANTENNABMUSTMEETAREtURNLOSSOFiedBORBETTER. 11. ALL UTILITY CONNECTIONS TO EXISTING SYSTEMS SHAa BE COOROmTED WITH THE OWNER OR 3J: Aa INSERTION LOSS SHAa MEET OR BE LESS THAN THAT SPECmEO ON THE EBTS WORKSHEET. OWNERS REPRESENTATIVE AND THE UTUTY COMPANY PRIOR TO EACH CONNECTION. 4. EaUIPMGNTREOUIREO.MtNIMUMTESTEOUIPMeNTSHAaiNCLUOEi 12. UNLESS OTHERWISE INDICATED. VERIZON SHAa OBTAM A PROVIDE CONSTRUCTION PERMITS. THE 4.1. SWEPT-FREaUENCYOCALARNETWORKANALYZERSYSTEM. CONTRACTOR SHAa OBTAM, AT HIS OWN EXPENSE Aa REOUIRED LOCAL. CTTY. STATE AND/OR COUNTY 4.2, SIGNAL SEPARATION DEVICE WITH A DIRECTTVITY OF AT LEA$r40dB BETTER THI^ THE HIGHEST. CONSTRUCTION LICENSES. UPON COMPLETION OFTHEWORK, THE CONTRACTOR SHAa APPLY FOR 5 RETURN LOSS ms REQUIRED TO MEASURE PROVIDE A CERTIFICATE OF OCCUPANCY 4J PRINTER OR PLCmEH CABLE CAPABLE OP PRODUCINQ B.S-xii* CafPlES Digital PRINTERS. UNACCEPTABLE) FDR RECORONO PERMANENT RECORD OF MEASURED RETURN LOSS A INSERTION 13. THE CONTRACTOR SHALL BE RESPONSIBLE FOR DEWATERING AND THE MAINTENANCE OF SURFACE FDR LOSS AND INSERTION CHARACTERISTICS. ATIMCDOMAM REFLECTOMETER (TOR) FOR FAULT CONSTRUCTION. location. 14. CONTRACTOR SHAa COMPLY WITH Aa LOCAL STATE. 5 FEDERAL REGULATIONS. 5. TESTS RGQUIRED: 51. CABLE Return-Loss (INCLUDESTOP & bottom'jump»0}. 15. CONSTRUCTION WASTE MAY NEITHER BE BURNED NOR BURIED AND MUST betaken TO AN approved 5J. LOAD TEST: SHOULD BE-40dB OR BETTER. LANDFla 5J. CABLE INSERTION LOSS-Must MEET OR BE LESS THAN THE MANUFACTURER’S PUBUSHED SPECIFICATIONS.-.., 18. SECURDY TO THE SITE SHAa BE MAINTAINED AT AaTIMES. 54. SYSTEM RETURN LOSS-IF SYSTEM SWEEPS BETTER THAN LOAD, THERE IS A PROBLEM IN THE SYSTEM. 17. CONTRACTORISRESpONSfiLEFDRTHECONDmONOFTHESHEtTERDURiNOANDAFTBR CONSTRUCTION. THE EQUIPMENT SHELTER SHAa HOT BE USED FOR STORAGE OF TOOLS, CONSTRUCTION MATERIALS OR EQUIPMENT. CONTRACTOR SHAa ENSURE THE SHELTER IS CLEANED AT CONCLUSION OF CONSTRUCTION AND THE FLOOR aSANED. WAXED. AND BUFFED TO BHINE. II. FOR GREENFIELSTNEW TOWERS SITES. CONTRACTOR IS REBPONSIBLE FOR ENSURING THE TOWER LIGHTS ARE MONITORED MORNING AND NIGHT EACH 24 HRS FROM THE TIME THE TOWER IS TOPPED OUT UNTIL SITE HAS ALARMS CONNECTED TO THE OPERATIONS SWITCH OR HOC. CONTmCTORTO NOTIPY LEGEND PROJECT MANAGER AT THE TIME THE TOVI/ER IS TOPPED OUT TO FOWARD NOTIFICATION TO VERIZON REOUIATORT AND FCCVFAA. FENCE------liSj------CONTOURL'INE COAX PASS CRITERIA@700/800 MHZ COAX PASS CRITERIA@1900 MHZ...............-PROPERTY LINE/ROW RL-SY$TEM RL-SHORT RL-LOAD •RL.5YSTEM-RL-SHORT RLrLOAD Une LEASE AREA-•T/r 1-SflP T/r l-IN* \4T 7W 1-1M-1W Length (til T/a-,1 MM-1.W-. 7JF I.W T»-1.1M-iiS/r EASEMENT.17 •1U-11.7-u-a.0-3J •23 •22 >22 lOff-174 •17.1--17, A.9 •3.5-22.4!2-•23 lOff 15D-17J •17-1U •ij •2JI •22 •22 •22 150* ••17.7.-•17.4-17J 47-52'... >4.5-22 •22. ■22 D DISCONNECT.BWrrCH 20(7-174-17J-17.1 •54-4.1 •aj-23-23 •33:20cr-17.7.A7S ■4.4 4.5; 55.-23 •22 ■23' METER 2Sff 47J-174 47J 44 4.0 42 •/3 •23 •33 250*-182..-17.8-17.8-102-7J, 4A-23 ■ •23 CIRCUITBREAKER-57 300*-184-10.1 •174,..-1,1.8, •-74,-24-•£4 •24 3oa-17.8-1T4 •Y.l •24 •24-24. CODED NOTE NUMBER •18.1-17.1 •171 •84-54 •24 •74-24..35ir.-184,412. •-18.1-13.7-103.•8.6-24 •74-14. 35Cr •2S. CH^ICAL GROUND RdO. AWT-1&2-174-17.7 4.B-72 42 •25 •25 •25 AWT:.-184.-112.-18.2-;-1B4 •••11.8 44 •2S •25 GROUNOROO THE ABOVE TABLE IS THE MINIMUM THAT OPERATIONS IS REQUIRED TO PROVIDE DURING A COMPLETE SYSTEM RETURN LOSS ■H:. QROUNDROO WlTHINSPECnON SLEEVE TEST (I.E. WTTH IN-LINE DUPLEXERS/DIPLEXERS. SURGE ARRESTORS; ETC.) THE VALUES WITHIN THIS TABLE ARE CONSIDERED. PASS VALUES FOR A NEW OR EXISTING SYSTEM. GENERAL CONTRACTOR-BASED ON THESE TABLES, GC IS REQUIRED TO CAOWELDTYPE COMNECtlbN' PROVDE A SYSTEM SWEEP FROM THE CONNECTOR ATTHE HATCH PUTE WITH A READING OF.20dB OR BETTER/TO ALLOW (TOMPWWiON TYPE CONNECTION • OPERATIONS TO GETTHEIR REQUIRED READINGS.-• GROUND W1R6. FOP DTFTtgriHG wm LOPPTgRMWATtOH 9N.N^ORjasJ3g.S).ffi?.07ffE.CT0R.S-PASS CRTTERJA FOR MAIN FEED UNE (MP.) OR ANY JUMPER-40 dB OR BETTER PASS CRITERIA FOR DIN AND MFL CONNECTORS-30 dB OR BETTER PASS CRITERIA FOR N COMcrORS-27.5 dB OR DETTER EQUiPMENT IN EACH'SECTOR. AFTER COMPLETION OF ANTENNA MODIFICATIONS:, (12)TOTAL VERIZON ANTENNAS EXISTING NOTE: NO NEW. RbdFT0P!PE-.(2) NEW KATHREINHEXPORT A^rrENNAS^ C12) TOTAL VERIZON ANTENNAS IN FINAL CONFIGURATION; OR PAINT biSTURBANCERE-(2) EXISTING CSS BSD MHl ANTENNAS ■ FOR ANTENNA MODFICATIO.-, (1) HYBRID FIBER.CABLE.. SEE PAGE C4 FOR DETAILED EOUlPMElTr SCHEDULE.:-(2y7/8" eOAX •-'(l)RAYCAPOVP. •.-(a) REMOTE RADIOUNITS ''ERIZON ALPHA SECTOR (ATOTALAKTENNAS)-•WJ^aMUTH-■. VERIZON RETAINS LEASE RIGHTS TO INSTALL THE FOLLOWING. •existing-..; EQU PMENT:AT A FUTURE DAT^^^^ ANTENNA' (OTHERS)-^ (TYP), ^ ja EDGE OF EXISTING-BUILDING SITE PUN ■GRAPHIC SCALES. SCALE; rxiff-^r-NO NEW GROUND EQ ■i:o/:0; ■1d. BEING ADDED AND N TO BE DISTURBED DU • SCALE: ANTENNA MODIFICAT EQUIPMENT:SQHEDUI£ ANTENNA CONFIGURATION PICKWICK HOTEL (REF DWS Rll)..SECTOR 1-ALPHA SECTOR 2-BETA SECTOR GAMMA LTE2X4MIMO Amenna Center Line. ■..106 106 106 Anlenna Model. 600 10866 800 10866 80010666 N Antenna Manufacturer KATHREIN KATHREIN. KATHREIN ^ Coax (Ili-Sm-Hybrid Fiber (in-5/r Hybrid Fiber (T) 1-S8'Hybrid Fiber Azimuth 80 200 320 O Mechanical Tilt 0 0 0 ID [V. lEleetrieamit 4 8■ 8 Remote Radio Head Model RRUS-B13+A2(70O) RRUS-B13+A2 (TOO) RRUS-B13»A2(700) Remote Radio Head Quantity 1 1-I..;-' Remote Radio A2 Module 1 1 1: CDMA Antenna Center Line. 108. 108 108 N.Antenna Model XDU01416-80-641 XDU01416-eD-64i XDU01416-80-641'Antenna Manufacturer CSS CSS CSS Antenna Quantity 2 2 2: I Coax (2) 7/r Coax. (2) 7/8-Coax (2) 7/8" Coax ID CO Azimuth 80 200 320 Mechanical Tilt 0 6 6 HBCtrIcamit N/A N/A N/A L'TE4X4MIMO Antenna Canter Line 106 ■106.106 Antenna Model 800 10666 800 10866 600 10866 CO KATHREIN Antenna Manutacturer KATHREIN KATHREIN O Q_ Coax Hybrid shared w/700 MHz Hybrid shared w/700 MHz ■ Hybrid shared w/700 MHz Azimuth 80.200 320: Mechanical Tilt 0 0 0 MICROWAVE INFO Hectrical Tilt 4 8 8 Remote Radio Head Model RRUS-32 PCS HRU&G2PCS RRUS-32PCS.-(N/A)-Remote Radio Head Quantity t 1 1 CDMA CO Antenna Center Line 108 108 108 Q..-Antenna Model Shared With 850 MHz Shared with 850 MHz Shared with 850 MHz Q:. Antenna Manutacturer CSS CSS CSS Coax Coax shared with 850 MHz Coax Bhared with 850 MHz Coax shared with 850 MHz-LTE4X4MIMO Antenna Center Line 106 106 106 CO Antenna Model Shared with 700 MHz 800 10866 80010866 5 Antenna Manulaeturer Coax KATHREIN Hybrid shared W700 MHz KATHREIN Hybrid ahared w/7D0 MHz KATHREIN Hybrid shared W/7D0 MHz LUGENT:COLOR GgPE: muk eel;-/Remote Radio Head Model RRUS-32 AWS RRUS-32 AWS RRU&-32AWS AIpKs SacM-.. Remote Radio Head Quantity 1 1 1 ■Red Om? TsI m Mit Wht OlvEriHy Red; 8m Wit Mit BeU SedMr RayCap OVP Model Number RC3DC-33r5-PF-48 Blus Omy Tel. Wit wii Wit NOTE: DiversHy Blus: Bm Wit Wit Wit <2 RayCap OVP Quamity (3) On Penthousey (3j.ln Shelter Gdmme. Sector '. til-IF THE RRUSOZs ARE NOT AVAILABLE. 1/ERIZON MAY. Oni, Onli Tel.. Wit: Wit.. Wit SUBSTITUTE RRUS-12'8 IN THE INTERIM OlMerelty Cm Bm Wit. Wit Wit K O DiplexerType N/A DIplexer Manutacturer • Add.1 WhlU iWpe-VERIZON RETAINS LEASE RIGHTS TO INSTALL THE Q — Add:z white aWpw FOLLOWING EQUIPMENT AT A FUTURE DATE;: <O DIplexer Model-(B)1-5ffl'COAX Add 3 whlte; iWpes DIplexer (auamlty; None CONTRACTOFI SHALLCONFIRM'ECIUIPHENT CCNROURATION WiTHFINAL VERIZON RF DWS BEFORE PROCEEDING WITH AWTENNA MODIFICATIONS. Licensor Site Number/Name: AL-6500/FIVE POINTS HOSPITALITY RT AL Licensor Contract Number: 28634 Licensee Site Number/Name: Loc # 170596/Pickwick Hotel Exhibit B-4 See attached Rooftop Relocation/Reconfiguration Application 6 EcnrorTB-i VcrornWiekii rown Tn«t* AL6Sa) •;o.!=:;.»:>msEsrAixaEquiiuMiJ\^ rmiUAM-CMfnCW)L'JlJA«EAtt\* Dsaa».Li>»‘Jlth) Qi'wvnn Of cASB.Tn* M> I •LiVillifti e^i Cl«s.-ei LiKdltfii Oc=dxi.L>Wi]{({i» Ifiaw WTESrJlAnM: ro UCATIDN Id La (W«. f r« frsJ. • friieML!=p:i>,PACKCTW\mREQnRDfPfI5 Gcxaij on h-OT rDQLiuni (T AtrtiiUfDCD{n.A r SLAUD CEMDATW US.A(ZiK«-) tKmEa-'rrouaiiiaLnK.u>Drni»(.u.ti:MEA*£% uql'Kez) r. (axBArOK(i«WUaiJ p=a>fe^a en» no •uLum n • t< L-arJ M dil r o) fc.B<irg) roEB.scKt.Trnwt»i‘ —*- cArAanix^ VILTWE liANlTACTt'Ult IIAKEJMOOa. rAnrOROTOATOK r IKIID>SOKia»«'C IVELTAIIS n tOJDIC(JNS«U«*in)) TAKE nZEI^I rADmiFV‘a.TAi.-xu r_ naiiKSotiSiuwtfiii. •-i. SECOXDAttVCttOUtll l£ASEAWlA HEQinnOtOfTS:i! ireJ. IFmAM)inOHALUA£EAmO!>417£S(r<tlL.Vdl<fu> Y n N K ADDmONAlBgiTTMOfr DUl>:S0MSiLiViHn'iH ADOmcXALBQL'irUlKr; PMDiUCetSiLtWdKriA r • MUX«rtlXCO REqUlHESlESIS' ro«zs rrj3\tDai RV L'^UTYCOIlrA^TDlJIrT nr feVEDtKCltOI Atm^BTcfUj r«a mmsoTrcoMon ixQL'EiuDrr(r F r r:;m.^!mxR cteotcatio^ (it,«cEnTR>l' rV.\N!U[TTlllT.EZ]>tX 1 grf f< iTAf;aJiTTmcEs\ K'A KAKLTACTtTlX nTEAMODD. rVTSrrTHniKOLDGY TOTAL \OLTAC ruTALAurocACx invTU T: ApfTMA' EQUjr^TjOTCm CATTO^S.-J EQLirUCKrTTrE. nTTHTHniKaUTOYf* CT>MA.1DDL Llm» njumiEKT 11 DLlfT HSaiT tf>l EqiviiDauoL'KT-nrE Eqt'IFUDO' II AhX'FACn.'XOt KBlna cgLvUENrKQca.* ACL'aMIKiOAli IMIiSM njimioirDsiBduhSiiitm'tb) I'UIIMJ* D]Lin IDO* RDGtrr ( B (a. ■ >«) aiLmiorr QL'AHTm.u»iunit/oxicnoM n radutiom loroi-u •fep.stu-t»nai4y on*, m CACM AZBIUn/CnXQl'BiCY n)-IV1LJ.CM Uld.rr^AI. ___ ______ itv-iwu/TWTn/miYPM/mwJM/kFKEQVEXCI' »M-3i-d AHm;NAn.\!N rtiTiVL • rt UKCa ftr t Itolcsflirfftcd K'A Uhx QTY. B Eini Azoitmi! zzmi. i uKE-nre UKEDLOjeTBirflZEl'I l-iVIOInibt A.:;:.; ajLiruDn-nTE iBpSeyrtui* RXUCTJI lAVKni nreif TSCHKOLuGYle. OHJ A.[a(L'iniEhTUoL-TfninatT«A BJLnnlDO'UOllfrTYTE OQUml Rn* IIAKlTAm-K£K EQl'iniDmiUDO.I r/jcC'UH-rr-ii RRL'S-n D]L'imEhTD>4E»&OKSi11«V EQinruDrTRsrdni SQimiorTQVAKnn* AZ»IUniS/D£BCn0C«tlR.VDIATnl> TiCiXOLI ».V2aS3» 9rY.at\aiAZS4L'ni/SrTO(Lir '* IXFIETL-EKrY AKnMfAn.UN TOTAL «rYUKTS ((T iawhs3 m>X9TT tkEsniAZDIL'nUSTTOR.I LDs-nre La<£DLutETU/Luer t

Exhibit 2

FILED 2017 May-26 PM 02:56 U.S. DISTRICT COURT N.D. OF ALABAMA IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION SJP INVESTMENT PARTNERS EEC,]] Plaintiff,]] V.] CIVIE ACTION FIEE NO.:] 2:17-CV-79-AKK CEEECO PARTNERSHIP d/b/a] VERIZON WIREEESS,]] Defendant. DECLARATION OF MICHAEL P. KOHLER 1. My name is Michael P. Kohler. I am more than eighteen (18) years of age and competent to testify to the matters stated in this declaration. The facts provided in this declaration are based upon my personal knowledge. 2. I represent Cellco Partnership d/b/a Verizon Wireless in this case. 3. On May 12, 2017, Verizon Wireless contacted to me to let me know that SJP Investment Partners, EEC was denying Verizon Wireless access to the th premises it leases at 1023 20 Street South, Birmingham, Alabama (the Premises"). 4. On May 12, 2017, I called Rick Bearden, counsel for SJP, to discuss the situation with him. I got his voicemail greeting, so I left a message demanding EXHIBIT X, that Verizon Wireless have immediate access to the Premises. I followed my voicemail message with an email, again demanding that Verizon Wireless’ access to the Premises be restored. Attached as Exhibit A is a genuine copy of my email to Mr. Bearden. 5. After not hearing back from Mr. Bearden or anyone else on my demand that Verizon Wireless’ access to the Premises be restored, I followed up with Mr. Bearden by email on May 15, 2017. Attached as Exhibit A is a genuine copy of my follow-up email to Mr. Bearden. 6. On May 17, 2017, I received an email from Mr. Bearden’s office responding in substance to my demand for access to the Premises. Attached as Exhibit A is a genuine copy of the email I received from Mr. Bearden’s office. 7. I declare under the penalty of perjury that the foregoing is true and correct. Executed this 23rd day of May, 2017, im^tlanta, Georgia. ICTAEL P. KOHLER Michael Kohler From: Chesley P. Payne <cpayne@msnattorneys.com> Sent: Wednesday, May 17, 2017 1:28 PM To: Richard A. Bearden; Michael Kohler Subject: RE: Pickwick Hotel (Notice of Default) Michael, I am following up on Rick's email from earlier. Effective today, Verizon shall have access for the next thirty days. During that thirty day period, any and all issues regarding the payment of electricity fees should be resolved during that time. If they should not be resolved during that time period, our client will not allow further access and begin proceedings against Verizon to recover any and all outstanding amounts at that time. Thank you. M S & N Mossey, Stotser tk Nictiols PC AHorneyfi 1780 Gadsden Highway Birmingham, AL.35235 Chesley P. Payne Attorney Massey, Stotser & Nichols, PC Direct: 205-838-9008 Facsimile: 205-838-9028 Email: cDavne@msnattornevs.com Main: 205-838-9000 Web: www.msnattornevs.com oft l^eb<K>k From: Richard A. Bearden Sent: Wednesday, May 17, 2017 8:05 AM To: Michael Kohler Cc: Chesley P. Payne Subject: RE: Pickwick Hotel (Notice of Default) Michael: I’ve been in a jury trial to which I am returning this morning. 1 One of my partners is meeting with our client this morning and will address this issue with him. He or I will advise following the meeting. Thanks. Rick. From: Michael Kohler fmailto:Michael.Kohler@millermartin.com1 Sent: Monday, May 15, 2017 1:18 PM To: Richard A. Bearden Subject: RE: Pickwick Hotel (Notice of Default) Rick, Anything to report on the below? Thank you. Michael P. Kohler mu d (404) 962-6403 f (404) 962-6303 ER Suite 2100 1 1180 W Peachtree Street, NW j Atlanta, GA 30309 A CONFIDENTIALITY NOTICE The information contained in this e-mail message is legally privileged and confidential, and is intended only for the use of the addressee. If you are not the intended recipient, please be aware that any dissemination, distribution or copy of this e-mail is prohibited, If you have received this e-mail in error, please immediately notify us by reply e-mail and delete this message and any attachments. Thank you. From: Michael Kohler Sent: Friday, May 12, 2017 3:14 PM To: rbearden@msnattornevs.com Subject: Pickwick Hotel (Notice of Default) Importance: High Rick, To follow my voicemail, I received communications this afternoon that your client is preventing Verizon from accessing its equipment because of this dispute. As you likely know, the lease provides that Verizon Wireless "shall have access to the demised premises seven (7) days a week, twenty-four (24) hours a day." Your client is in default, and we demand that it provide Verizon immediate access to the premises. Please look into this matter as soon as possible and confirm your client will comply with the lease and give Verizon immediate access. Otherwise, we will need to pursue appropriate relief. Thank you. 2

Exhibit 3

FILED 2017 May-26 PM 02:56 U.S. DISTRICT COURT N.D. OF ALABAMA IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION SJP INVESTMENT PARTNERS EEC,] Plaintiff, V.] CIVIL ACTION FILE NO.: 2:17-CV-79-AKK CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS,] Defendant. DECLARATION OF DANNY BISHOP 1. My name is Danny Bishop, I am over eighteen (18) years old, and suffer from no infirmities, either mental or physical. I am competent to provide this declaration. 2. I make this declaration based on my investigation into or personal knowledge of the facts, acts, events or occurrences described herein and my review of Cellco Partnership d/b/a Verizon Wireless’ ("Verizon Wireless") business records for which I am the custodian. 3. I work for Verizon Wireless. I am a senior manager in Network Assurance. My job responsibilities include maintaining the hardware (e.g., radio equipment) and software associated with Verizon Wireless’ cellular EXHIBIT 1 3 communications network in Birmingham and central Alabama. I have a team of eleven field engineers who are responsible for hundreds of site locations, including a site that Verizon Wireless leases at 1023 20^^ Street South, Birmingham, Alabama, which is a hotel. Verizon Wireless calls this location Pickwick Hotel 125 (the "Pickwick"). 4. Installed on these sites, including at Pickwick, are radio and other equipment that provides cellular phone coverage to thousands of people in and around Birmingham. The equipment needs to be regularly inspected, maintained, and updated. If not, the equipment will fail, thus disrupting cell phone coverage for thousands of people. 5. On Thursday, May 25, 2017, at approximately 6:30 p.m. (Central Time), Ken Wyatt, one of my field engineers, was denied access to Pickwick. Specifically, a staff member at the hotel would not allow Mr. Wyatt access to Pickwick. 6. Mr. Wyatt was trying to respond to an alarm reported to him by Verizon Wireless’ Network Operations Center. The alarm was "Battery on Discharge/Rectifier Failure" in Verizon Wireless’ DC power plant. This is the plant that supplies power to the cellular communications equipment located at Pickwick. 2 7. Verizon Wireless needed access to Pickwick because the site may fail without addressing the issues giving rise to the alarm. 8. A failure at this site would result in loss of communication service to Verizon Wireless’ customers, including the ability for customers to place 911 emergency calls. 9. This is not the first time people working for or on behalf of the hotel has denied Verizon Wireless access to Pickwick. I declare under the penalty of perjury that the foregoing is true and correct. This 26* day of May, 2017. DaHHV BMop Danny Bishop 3

COUNTERCLAIM against SJP Investment Partners LLC, filed by Cellco Partnership.

Case 2:17-cv-00079-AKK Document 29-1 Filed 05/26/17 Page 1 of 17 FILED 2017 2017May-26 02:08 Jul-05 PM 04:47 U.S. DISTRICT COURT N.D. OF ALABAMA IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION SJP INVESTMENT PARTNERS EEC,]] Plaintiff/Counter-Defendant,]] V.] CIVIL ACTION FILE NO.:] 2:17-CV-79-AKK CELLCO PARTNERSHIP d/b/a] VERIZON WIRELESS, Defendant/Counter-Plaintiff. COUNTERCLAIM Cellco Partnership d/b/a Verizon Wireless adopts and incorporates its March 13, 2017 Answer. Having obtained leave of court, Verizon Wireless now amends and supplements its Answer by including this counterclaim, showing the Court as follows: Jurisdiction and Venue 1. Jurisdiction and venue are proper in this Court. Specifically, this Court has personal jurisdiction over S JP Investment Partners, EEC because it availed itself of jurisdiction here by filing this action, and for the same reason venue is proper in this district. This Court has subject-matter jurisdiction over this action because the parties are diverse and the amount in controversy is more than 1 Case 2:17-cv-00079-AKK Document 29-1 Filed 05/26/17 Page 2 of 17 $75,000. Moreover, this counterclaim arises, in part, out of rights granted to Verizon Wireless under a lease—^the same lease SJP has sued under. The Lease and Access Rights 2. On July 7, 2006, Pickwick Investments, LLC and Verizon Wireless entered into a Building and Rooftop Lease Agreement (the "Lease"). Under the Lease, Pickwick leased Verizon Wireless 537 square feet on the roof of a hotel located at 1023 20^^ Street South, Birmingham, Alabama (the "Premises"). Pickwick also granted Verizon Wireless the right to access the Premises "during normal business hours, except in the case of emergency, in which case [Verizon Wireless] shall have access to the demised premises seven (7) days a week, twenty-four (24) hours a day" (the "Access Rights"). §0 long as the Lease is in effect, Verizon Wireless has the absolute right to the use of the Premises and the exercise of its Access Rights. The Equipment 3. Verizon Wireless erected certain equipment (e.g., radio antennas) on the Premises (the "Equipment"). The Equipment allows Verizon Wireless’s customers and others to place and receive telephone calls and texts, search the internet, send and receive data, conduct business, and place 911 emergency calls, among other things. The Equipment has the capacity to directly serve a potential 2 Case 2:17-cv-00079-AKK Document 29-1 Filed 05/26/17 Page 3 of 17 population of over 50,000 people. The Equipment also serves as a "hub" for seven other similar sites, which together have the capacity to serve a combined potential population of over 325,000 people in and around Birmingham. If the Equipment fails for any reason, then it will likely cause the equipment at the other seven sites to fail as well, thus disrupting wireless services to potentially hundreds of thousands of people in the Birmingham area. 4. The Equipment is located outside of the hotel and is subject to potential lighting strikes, storms, wind, rain, snow, hail, heat, cold, sun, birds, wildlife, interference by persons, and other outside conditions and forces. To ensure the Equipment continues to operate, Verizon Wireless must perform regular inspections of and maintenance on the Equipment. Moreover, Verizon Wireless must update the Equipment from time to time. Changes to the Lease 5. At some point in the past. Five Points Hospitality of Birmingham, EEC acquired Pickwick’s rights under the Lease. On February 26, 2010, Five Points assigned and transferred to T6 Unison Site Management EEC "all of its right, title and interest in, to and under" the Lease, "including without limitation, all rents, security deposits and other monies due" to Five Points. 3 Case 2:17-cv-00079-AKK Document 29-1 Filed 05/26/17 Page 4 of 17 6. On August 16, 2010, T6 Unison and Verizon Wireless amended the Lease. Sometime after that, Ulysses Asset Sub II, LLC acquired T6 Unison’s rights under the Lease. 7. In November 2013, November 2014, and April 2016, Ulysses and Verizon Wireless amended the Lease. 8. To this day, the Lease remains in effect. Verizon Wireless continues to send rent payments to Ulysses, and Ulysses, as success-in-interest of Pickwick under the Lease, continues to hold itself out as Verizon Wireless’s landlord. Interference with the Premises and Access Rights 9. On January 17, 2017, SJP filed this action, claiming Verizon Wireless owes it over $184,000 for certain utility charges due under the Lease. SJP contends that it is the successor-in-interest of Pickwick under the Lease. But other than its conclusory allegations that it is Pickwick’s successor-in-interest under the Lease, SJP failed to attach any documents (e.g., purchase agreement, assignment, transfer agreement, etc.) to its complaint or to plead any specific facts demonstrating that it is indeed Pickwick’s successor-in-interest under the Lease. Further, Verizon Wireless has no paperwork or anything else from SJP or anyone else confirming that SJP is now Pickwick’s successor-in-interest under the Lease. 4 Case 2:17-cv-00079-AKK Document 29-1 Filed 05/26/17 Page 5 of 17 10. After filing of this action, SJP has at times prevented Verizon Wireless from accessing the Premises and has interfered with its Access Rights. For example, on May 12, 2017, Verizon Wireless tried to access the Premises, but SJP refused Verizon Wireless’ Access Rights, telling Verizon Wireless that it would have no access to the Premises because of this ongoing lawsuit. On that same day, Verizon Wireless’s counsel called and emailed SJP’s counsel demanding access to the Premises and demanding that Verizon Wireless’s Access Rights be restored immediately. Five days later, SJP’s counsel responded that Verizon Wireless’s Access Rights would be restored for only the ensuing 30 days. Counsel for SJP further stated that, if this lawsuit is not resolved within the ensuing 30 days, SJP "will not allow further access" to the Premises. 11. SJP has also harassed and threatened people working for or on behalf of Verizon Wireless while they accessed or tried to access the Premises. On one occasion, SJP expressed hope that the Equipment would bum down. 12. SJP has no right to deny Verizon Wireless or its agents access to the Premises or to interfere with its Access Rights. This counterclaim seeks to preserve Verizon Wireless’s rights under the Lease and to hold SJP accountable for interfering with them. 5 Case 2:17-cv-00079-AKK Document 29-1 Filed 05/26/17 Page 6 of 17 13. Prior to filing this counterclaim, all conditions precedent have occurred or been performed or otherwise have been satisfied or waived. COUNT ONE: INJUNCTION 14. Verizon Wireless adopts and incorporates the allegations set forth in paragraphs 1 through 13 above as if set forth verbatim here. 15. Since 2006, Verizon Wireless has leased the Premises. Verizon Wireless pays rent when it becomes due. The Lease has not been terminated, and it remains in effect. 16. Verizon Wireless has the right to access the Premises and to inspect and maintain its Equipment. And Verizon Wireless and its agents have been doing so openly, notoriously, and with the knowledge of SJP. Verizon Wireless and its agents have at times not accessed the Premises or the Equipment only due to SJP’s recent efforts to deny Verizon Wireless access (or improperly condition such access) to the Premises. Verizon Wireless seeks a preliminary and permanent injunction to ensure its access to the Premises and Equipment and preserve its Access Rights. 17. The status quo (z.e., Verizon Wireless’ access to the Premises and use of its Access Rights) should be preserved until the merits of this case can be fully and finally adjudicated. A preliminary injunction will preserve such status quo. 6 Case 2:17-cv-00079-AKK Document 29-1 Filed 05/26/17 Page 7 of 17 18. There is a substantial likelihood that Verizon Wireless will prevail in this action: a. First, since S JP is neither a party nor a third-party beneficiary under the Lease, S JP does not have standing to seek relief or money under the Lease. b. Second, even if SIP somehow had standing, neither S JP nor anyone else can deny Verizon Wireless access to the Premises or interfere with its Access Rights so long as the Lease is in effect, which it is. c. Third, even if SJP could somehow overcome the prior two hurdles, SJP failed to satisfy certain conditions precedent before filing suit. Specifically, the Lease requires written notice and an opportunity to cure any alleged default before bringing suit. The written notice must be sent by certified mail or by a commercial carrier (e.g., UPS, FedEx) to Verizon Wireless’s Network Real Estate in New Jersey. And Verizon Wireless shall have 15 days to cure a monetary default and at least 30 days to cure a non-monetary default. SJP’s December 9, 2016 demand letter was sent by U.S. Mail to Verizon Wireless’s registered agent in Montgomery. The demand letter only gave Verizon Wireless six days to cure the alleged default. Moreover, the demand letter was substantively deficient. In the event the lessor sough reimbursement for payments relating to 7 Case 2:17-cv-00079-AKK Document 29-1 Filed 05/26/17 Page 8 of 17 Verizon Wireless’s electrical usage, the lessor was required to submit an invoice indicating Verizon Wireless’s "usage amount. S JP, however, failed to provide such information. For these and other reasons, SJP’s notice is deficient. d. Finally, the Lease is in effect, Verizon Wireless has timely paid rent due under the Lease, and Verizon Wireless is entitled to absolute access to the Premises and to the use of its Access Rights; yet SJP has improperly interfered with and denied such rights afforded to Verizon Wireless under the Lease. 19. Without an injunction, Verizon Wireless will not be able to inspect. maintain, install, or replace the Equipment, access the Premises, or exercise its Access Rights. If the Equipment is not regularly inspected, maintained, or replaced, it will likely fail before this case reaches a trial on the merits, which is scheduled for June 2018. If the Equipment fails, then seven other radio sites could fail as well, jeopardizing cell-phone and other wireless services to potentially over 350,000 people, disrupting businesses and others who depend on cell-phone and wireless services, and putting peoples’ lives at risk who could not effectively place 911 emergency calls. 20. SJP will suffer no harm from the injunction. It seems clear that SJP is denying Verizon Wireless access to the Premises and interfering with its Access Rights in an improper attempt to gain leverage in this action. As addressed above. 8 Case 2:17-cv-00079-AKK Document 29-1 Filed 05/26/17 Page 9 of 17 Verizon Wireless, including its customers and the public, will suffer significant harm without an injunction and access to the Premises and use of its Access Rights. 21. An injunction will not disserve the public interest, but further it. The, public has an interest that contractual rights and obligations are enforced and not interfered with. Moreover, public safety will be promoted with the issuance of an injunction, which will ensure that the Equipment is operational so that 911 emergency calls can be made without interruption. Finally, businesses and people who rely on cell-phone coverage and other wireless services will be served by an injunction, which will ensure their coverage is not interrupted. 22. Verizon Wireless respectfully requests that the Court enter a preliminary and permanent injunction against SJP that protects Verizon Wireless’s rights under the Lease, access to the Premises, and Access Rights. COUNT TWO: DECLARATORY JUDGMENT 23. Verizon Wireless adopts and incorporates the allegations set forth in paragraphs 1 through 13 above as if set forth verbatim here. 24. SJP contends it is a successor-in-interest under the Lease, has certain rights and powers under the Lease, and that Verizon Wireless owes it money under the Lease. 9 Case 2:17-cv-00079-AKK Document 29-1 Filed 05/26/17 Page 10 of 17 25. Verizon Wireless disputes that SJP is a party under the Lease, has any rights or powers under the Lease, or that Verizon Wireless owes it any money under the Lease. 26. Since there is a dispute with respect to SJP’s purported rights and status under the Lease, Verizon Wireless seeks a declaratory judgment, declaring that SJP (1) is not a party to (or a third-party beneficiary under) the Lease, (2) has no rights or powers under the Lease, (3) is not entitled to any money or other relief from Verizon Wireless under the lease, and (4) cannot deny, obstruct, condition, or otherwise interfere with Verizon Wireless’ access to the Premises or use of its Access Rights. Verizon Wireless further seeks any additional declarations that the Court may find just and proper. COUNT THREE: BREACH OF AND INTERFERENCE WITH EASEMENT 27. Verizon Wireless adopts and incorporates the allegations set forth in paragraphs 1 through 13 above as if set forth verbatim here. 28. Since 2006, Verizon Wireless has had an absolute right to access the Premises and the use of the Access Rights. 29. Verizon Wireless has an express, contractual, and/or implied easement that gives it access to the Premises and the Equipment for the purpose of installing. 10 Case 2:17-cv-00079-AKK Document 29-1 Filed 05/26/17 Page 11 of 17 maintaining, repairing, replacing, and using the Equipment and doing other things consistent with Verizon Wireless’s Access Rights and other right under the Lease. 30. When the Lease was initially entered into, the lessor owned the Premises and all real property interests subject to the easement in favor of Verizon Wireless. Having access to and use of the Premises and Access Rights are reasonably necessary and critical to Verizon Wireless and a right bargained for when Verizon Wireless entered into the Lease over a decade ago. Without access to and use of the Premises and Access Rights, Verizon Wireless cannot inspect. install, or maintain its Equipment. 31. Verizon Wireless’s access to the Premises and use of the Access Rights has been open, visible, continuous, and notorious since 2006. And over the years, Verizon Wireless has accessed the Premises to inspect, maintain and install its Equipment, which was open, visible, continuous, and necessary. 32. SJP knew of Verizon Wireless’ rights under the Lease and access and use of the Premises, Equipment, and Access Rights. Indeed, prior to filing suit, SJP demanded money from Verizon Wireless for monies allegedly owed under the Lease. 33. Nonetheless, SJP has interfered with Verizon Wireless’ lease rights. preventing it from accessing the Premises or improperly conditioning its access to 11 Case 2:17-cv-00079-AKK Document 29-1 Filed 05/26/17 Page 12 of 17 the Premises subject to the resolution of this case. Such interference is also inconsistent with Verizon Wireless’ rights under the Lease. SJP’s improper obstruction unreasonably interferes and is inconsistent with Verizon Wireless’s enjoyment of its rights under the Lease. 34. As a result of SJP’ interference with Verizon Wireless’ lease rights, Verizon Wireless has been damaged in an amount to be proven at trial. COUNT FOUR: TORTIOUS INTERFERENCE 35. Verizon Wireless adopts and incorporates the allegations set forth in paragraphs 1 through 13 above as if set forth verbatim here. 36. SJP knows Verizon Wireless has an interest in the Premises. 37. SJP is not a party to the Lease and, therefore, is a stranger to the Lease. 38. SJP has intentionally interfered with Verizon Wireless’ interests in the Lease, the Premises, and the Access Rights in part by denying Verizon Wireless access to the Premises or improperly conditioning access to the Premises. 39. SJP has no right (privilege or otherwise) to deny Verizon Wireless access or condition access to the Premises. 40. Verizon Wireless has been damaged because of SJP’s improper interference with its Lease and interest in the Premises and Access Rights. 12 Case 2:17-cv-00079-AKK Document 29-1 Filed 05/26/17 Page 13 of 17 COUNT FIVE: BREACH OF CONTRACT (Alternatively) 41. Verizon Wireless adopts and incorporates the allegations set forth in paragraphs 1 through 13 above as if set forth verbatim here. 42. Even if S JP were a successor-in-interest under the Lease, S JP has breached the Lease by (1) denying Verizon Wireless access to the Premises, (2) improperly conditioning Verizon Wireless’ access to the Premises, (3) interfering with Verizon Wireless’ Access Rights, and (4) failing to comply with the default and notice provisions of the Lease. 43. Verizon Wireless has been damaged as a result of SJP’s breaches of the Lease in an amount it will prove at the trial of this action. WHEREFORE, Verizon Wireless prays as follows: 1. As to Count One (Injunction), Verizon Wireless respectfully requests that the Court enter a preliminary and permanent injunction that prohibits SJP, including its officers, agents, servants, employees and other persons who are in active concert or participation with them, from denying, impeding, interfering, obstructing, or conditioning Verizon Wireless’ access to the Premises or Equipment or use of its Access Rights or doing anything inconsistent with Verizon Wireless’ rights under the Lease or to use of an easement relating to the Premises. 13 Case 2:17-cv-00079-AKK Document 29-1 Filed 05/26/17 Page 14 of 17 2. As to Count Two (Declaratory Judgment), since there appears to be a dispute with respect to SJP’s purported rights and status under the Lease, Verizon Wireless seeks a declaratory judgment, declaring that SJP (1) is not a party to the Lease or a third-party beneficiary under the Lease, (2) has no rights or powers under the Lease, (3) is not entitled to any money from Verizon Wireless under the lease, and (4) cannot deny, obstruct, condition, or otherwise interfere with Verizon Wireless’ access to the Premises or use of its Access Rights. Verizon Wireless further seeks any additional declarations that the Court may find just and proper. 3. As to Count Three (Breach of and Interference with Easement), Verizon Wireless seeks a monetary judgment against SJP in an amount to be proven at the trial of this case. 4. As to Count Four (Tortious Interference), Verizon Wireless seeks a monetary judgment against SJP in an amount to be proven at the trial of this case. 5. As to County Five (Breach of Contract), which is brought alternatively, Verizon Wireless seeks a monetary judgment against SJP in an amount to be proven at the trial of this case. 14 Case 2:17-cv-00079-AKK Document 29-1 Filed 05/26/17 Page 15 of 17 6. Verizon Wireless also seeks an award of punitive damages and attorneys’ fees and costs against SJP. 7. Verizon Wireless seeks any additional relief the Court finds just and proper. 15 This 26* day of May, 2017. Rosoectfully submitted, ^rchael P. Kohler Ge^ia Bar No. 427727 Admitted Pro Hac Vice Miller & Martin PLLC 1180 West Peachtree Street, N.W., Suite 2100 Atlanta, Georgia 30309-3407 404-962-6403 404-962-6303 (f) michael.kohler@millermartin.com William H. Morrow Lightfoot, Franklin 4& White, L.L.C. The Clark Building 400 North 20* Street Birmingham, AL 35203-3200 205-581-0700 205-581-0799 (f) wmorrow@lightfootlaw.com Attorneys for Defendant CellCO Partnership d/b/a Verizon Wireless 16 Case 2:17-cv-00079-AKK Document 29-1 Filed 05/26/17 Page 17 of 17 CERTIFICATE OF SERVICE I hereby certify that on May 26, 2017, the foregoing COUNTERCLAIM was E-filed with the Court, which will send notice (and make available a service copy) to the parties of record, including: Richard A. Bearden, Esq. Massey, Stotser & Nickols, PC 1780 Gadsden Highway Birmingham, Alabama 35235/Via Email: rbearden@msnattoiinevs.com Michel P. Kohler Georgia Bar No. 427727 Admitted Pro Hac Vice Miller & Martin PLLC 1180 West Peachtree Street, N.W., Suite 2100 Atlanta, Georgia 30309-3407 404-962-6403 404-962-6303 (f) michael.kohler@millermartin.com 17

AMENDED COMPLAINT against Ulysses Asset Sub II, LLC, filed by SJP Investment Partners LLC.

FILED 2017 Jul-28 AM 11:32 U.S. DISTRICT COURT N.D. OF ALABAMA IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION SJP INVESTMENT PARTNERS,) LLC)) Plaintiff,) Case Number: 2:17-CV-79-AKK) v.)) CELLCO PARTNERSHIP D/B/A) VERIZON WIRELESS; ULYSSES) ASSET SUB II, LLC, Defendants. AMENDED COMPLAINT COMES NOW, the Plaintiff, SJP Investment Partners, LLC, and complains as follows: PARTIES 1. SJP Investment Partners, LLC, is a Georgia limited liability company whose partners are domiciled in the State of Georgia. 2. Cellco Partnership, d/b/a Verizon Wireless (hereinafter "Cellco") is, upon information and belief, a Delaware general partnership whose principal place of business is in New Jersey. 1 3. Ulysses Asset Sub II, LLC (hereinafter "Ulysses") is, upon information and belief, a Delaware limited liability company whose principal place of business is in Maryland. 4. This Court has jurisdiction pursuant to 28 U.S.C. § 1332 in that there exists a complete diversity of citizenship between the Plaintiff and the Defendants. 5. The basis of this complaint concerns an agreement between Cellco Partnership, d/b/a Verizon Wireless and SJP Investment Partners, LLC’s predecessor in interest, Pickwick Investments, LLC related to real property located in the Southern District of Alabama. Venue is proper in the United States District Court for the Northern District of Alabama, Southern Division. FACTS 6. On or about July 7, 2006, Defendant Cellco entered into a certain Building and Rooftop Lease Agreement with SJP Investment Partners, LLC’s predecessor and interest, Pickwick Investments, LLC for the lease of rooftop space on the Pickwick Hotel for the erection and maintenance of a communications tower (Exhibit "A"). 7. The Building and Rooftop Lease Agreement, in pertinent part, provided as follows: 2 LESSEE, shall furnish and install an electrical submeter at the Premises for the measurement of electrical power used by LESSEE’s installation. If LESSEE is unable to install an electrical submeter, LESSEE shall pay for its own power consumption used thirty (30) days after receipt of an invoice from LESSOR indicating the usage amount. 8. To date, Defendant Cellco (i.e. Lessee) has failed and/or refused to install an electrical sub-meter as required by the Agreement. 9. As a result of the breach of the Agreement by Defendant Cellco, SJP Investment Partners, LLC and its predecessor and interest have been charged for and paid for the electrical power used by Defendant Cellco in connection with the operation of the communication equipment installed by Defendant Cellco on the rooftop premises owned by SJP Investment Partners, LLC and its predecessor and interest. 10. Defendant Cellco has sent money owed to SJP Investment Partners, LLC for the electrical power usage to Defendant Uylsses. 11. Defendant Ulysses holds itself out as Defendant Cellco’s landlord and has received money from Defendant Cellco for the electrical power usage as referenced in the Building and Roof Lease Agreement. 12. As of this date, SJP Investment Partners, LLC has not received any reimbursement from Defendant Ulysses for the money paid for the electrical power used by Defendant Cellco in the connection with the operation of the communication equipment installed by Defendant Cellco on the rooftop 3 premises owned by SJP Investment Partners, LLC and its predecessor and interest. COUNT ONE BREACH OF AGREEMENT 13. Plaintiff incorporates by reference the paragraphs above as if fully set forth herein. 14. On or about July 7, 2006, the Plaintiff and Defendant entered into a Building and Rooftop Lease Agreement whereby, among other provisions, the Defendant agreed to furnish and install an electrical sub-meter at the premises for the measurement of electrical power used by the Defendant’s installation. 15. The Defendant Cellco has breached the Agreement by failing and/or refusing to install the electrical sub-meter as required by the Agreement. 16. As a result of the Defendant Cellco’s breach of the Agreement, the Plaintiff has been damaged in that the Plaintiff has paid for the electrical power used by the Defendant Cellco in the operation of its communication equipment in the amount of $184,500. 17. All contractual conditions precedent to the institution of this lawsuit have been satisfied. 4 WHEREFORE, PREMISES CONSIDERED, the Plaintiff demands judgment against the Defendant Cellco in the amount of $184,500, plus prejudgment interest, plus costs of court, attorney’s fees and any further and different relief to which the Plaintiff may be entitled. COUNT TWO UNJUST ENRICHMENT 18. Plaintiff incorporates by reference the paragraphs above as if fully set forth herein. 19. On or about July 7, 2006, the Plaintiff and Defendant Cellco entered into a Building and Rooftop Lease Agreement whereby, among other provisions, the Defendant Cellco agreed to furnish and install an electrical sub-meter at the premises for the measurement of electrical power used by the Defendant Cellco’s installation. 20. The Defendant Cellco has breached the Agreement by failing and/or refusing to install the electrical sub-meter as required by the Agreement. 21. The Defendant Cellco has been unjustly enriched by Plaintiff’s payment of the electrical power attributable to the Defendant Cellco’s operation of its communication equipment in the amount of $184,500. WHEREFORE, PREMISES CONSIDERED, the Plaintiff demands judgment against the Defendant Cellco in the amount of $184,500, plus 5 prejudgment interest, plus costs of court, attorney’s fees and any further and different relief to which the Plaintiff may be entitled. COUNT THREE DECLARATORY JUDGMENT 22. Plaintiff incorporates by reference the paragraphs above as if fully set forth herein. 23. SJP Investment Partners, LLC is the successor-in-interest to certain provisions of the Building and Rooftop Lease Agreement. 24. SJP Investment Partners, LLC further contends that it is owed money for the Defendant Cellco’s electrical usage as referenced in the Building and Rooftop Lease Agreement. 25. To the extent that Defendant Cellco has made payments for the electrical usage, it has made the payments to Defendant Ulysses and not SJP Investment Partners, LLC. 26. A justiciable controversy exists as to who is owed the money for Defendant Cellco’s electrical usage under the Building and Rooftop Lease Agreement. 27. SJP Investment Partners, LLC requests the Court enter a declaratory judgment that money owed for Defendant Cellco’s electrical usage as referenced in the Building and Rooftop Lease Agreement is owed to SJP Investment Partners, LLC. 6 WHEREFORE, PREMISES CONSIDERED, the Plaintiff demands a declaratory judgment stating that Plaintiff is entitled to the money owed for Defendant Cellco’s electrical usage at issue and any further and different relief to which the Plaintiff may be entitled. COUNT FOUR UNJUST ENRICHMENT 28. Plaintiff incorporates by reference the paragraphs above as if fully set forth herein. 29. Defendant Ulysses has benefitted from the Building and Rooftop Lease Agreement between Defendant Cellco and SJP Investment Partners, LLC’s predecessor and interest, Pickwick Investments, LLC. 30. The benefits to Defendant Ulysses came at the expense of SJP Investment Partners, LLC. 31. The circumstances under which Defendant Ulysses derived benefits that were owed to SJP Investment Partners, LLC under the Building and Rooftop Lease Agreement make it unfair for Defendant Ulysses to retain such benefits without compensating SJP Investment Partners, LLC. 32. SJP Investment Partners, LLC is entitled to recover from Defendant Ulysses under the doctrines of quantum merit and unjust enrichment in an amount of the reasonable value of the principle owed under the Building and Rooftop 7 Lease Agreement, together with all unpaid interest and other legally-recoverable amounts. WHEREFORE, PREMISES CONSIDERED, the Plaintiff demands judgment against Defendant Ulysses and for an award of all profits and other income derived by Defendant Ulysses for money owed for Defendant Cellco’s electrical usage at issue and any further and different relief to which the Plaintiff may be entitled. Respectfully Submitted,/s/Spenser Templeton SPENSER TEMPLETON Alabama Bar No. ASB-5104-V19U stempleton@msnattorneys.com/s/Richard A. Bearden___________ RICHARD A. BEARDEN Alabama Bar No. ASB-0873–E41R rbearden@msnattorneys.com Of Counsel: Massey, Stotser & Nichols PC 1780 Gadsden Highway Birmingham, Alabama 35235 (205) 838-9000 (205) 838-9071 FAX 8 DEFENDANT TO BE SERVED BY CERTIFIED MAIL: Ulysses Asset Sub II, LLC c/o CSC Lawyers Incorporating SVC Inc., its Registered Agent 150 S Perry Street Montgomery, Alabama 36104 CERTIFICATE OF SERVICE I hereby certify that on July 28, 2017, I have served a copy of the foregoing to the following counsel and/or parties of record by electronic mail, by placing a copy of the same, properly addressed and postage prepaid by United States Mail, and/or by using the CM/ECF electronic filing system which will provide electronic notice to all counsel of record to the following counsel and/or parties of record: Michael P. Kohler Miller & Martin PLLC 1180 West Peachtree Street NW Suite 2100 Atlanta, Georgia 30309 William H. Morrow Lightfoot, Franklin & White, LLC The Clark Building 400 North 20th Street Birmingham, Alabama 35203/s/Spenser Templeton Of Counsel 9

ANSWER to {{41}} Amended Complaint by Ulysses Asset Sub II, LLC.

FILED 2017 Sep-12 AM 11:59 U.S. DISTRICT COURT N.D. OF ALABAMA IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION SJP INVESTMENT PARTNERS, LLC,)) Plaintiff,)) v.) Case Number: 2:17-CV-79-AKK) CELLCO PARTNERSHIP D/B/A) VERIZON WIRELESS; ULYSSES) ASSET SUB II, LLC,)) Defendants.) DEFENDANT ULYSSES ASSET SUB II, LLC'S ANSWER TO AMENDED COMPLAINT Defendant Ulysses Asset Sub II, LLC ("Defendant" or "Ulysses") hereby states as follows for its Answer to the Amended Complaint (Doc. 41) filed by Plaintiff SJP Investment Partners, LLC ("Plaintiff" or "SJP") (unless otherwise specifically noted, the numbered paragraphs below correspond to the numbered paragraphs of the Amended Complaint): PARTIES 1. Ulysses is without sufficient knowledge or information to either admit or deny the allegations contained in Paragraph 1 and therefore denies the same. 2. Ulysses is without sufficient knowledge or information to either admit or deny the allegations contained in Paragraph 2 and therefore denies the same. 3. Ulysses is a Delaware limited liability company. The remaining allegations of Paragraph 3 are denied. 4. Ulysses is without sufficient knowledge or information to either admit or deny the allegations contained in Paragraph 4 and therefore denies the same. 5. Ulysses is without sufficient knowledge or information to either admit or deny the allegations contained in Paragraph 5 and therefore denies the same.1 FACTS 6. Ulysses admits the allegations contained in Paragraph 6. 7. The agreement referenced in Paragraph 7 speaks for itself. 8. Ulysses is without sufficient knowledge or information to either admit or deny the allegations contained in Paragraph 8 and therefore denies the same. 9. Ulysses is without sufficient knowledge or information to either admit or deny the allegations contained in Paragraph 9 and therefore denies the same. 10. Ulysses denies the allegations contained in Paragraph 10. 11. Ulysses denies the allegations contained in Paragraph 11. 12. Ulysses is without sufficient knowledge or information to either admit or deny the allegations contained in Paragraph 12 and therefore denies the same. 1 Ulysses would note that Paragraph 5 of the Amended Complaint states, as grounds for the allegations regarding the correctness of venue being placed in this Court, that the subject matter of this action is "related to real property located in the Southern District of Alabama." (emphasis added). 2 COUNT ONE BREACH OF AGREEMENT 13. To the extent a response is required to Paragraph 13, Ulysses denies the allegations contained in Paragraph 13. 14. The agreement referenced in Paragraph 14 speaks for itself and Ulysses denies all attempts by SJP to mischaracterize the same. 15. Ulysses is without sufficient knowledge or information to either admit or deny the allegations contained in Paragraph 15 and therefore denies the same. 16. Ulysses is without sufficient knowledge or information to either admit or deny the allegations contained in Paragraph 16 and therefore denies the same. 17. Ulysses is without sufficient knowledge or information to either admit or deny the allegations contained in Paragraph 17 and therefore denies the same. COUNT TWO UNJUST ENRICHMENT 18. To the extent a response is required to Paragraph 18, Ulysses denies the allegations contained in Paragraph 18. 19. Ulysses is without sufficient knowledge or information to either admit or deny the allegations contained in Paragraph 19 and therefore denies the same. 20. Ulysses is without sufficient knowledge or information to either admit or deny the allegations contained in Paragraph 20 and therefore denies the same. 3 21. Ulysses is without sufficient knowledge or information to either admit or deny the allegations contained in Paragraph 21 and therefore denies the same. COUNT THREE DECLARATORY JUDGMENT 22. To the extent a response is required to Paragraph 22, Ulysses denies the allegations contained in Paragraph 22. 23. The allegations of Paragraph 23 are so vague as to prevent any response and Ulysses and therefore denies the same. 24. Ulysses is without sufficient knowledge or information to either admit or deny the allegations contained in Paragraph 24 and therefore denies the same. 25. Ulysses is without sufficient knowledge or information to either admit or deny the allegations contained in Paragraph 25 and therefore denies the same. 26. Ulysses is without sufficient knowledge or information to either admit or deny the allegations contained in Paragraph 26 and therefore denies the same. 27. Paragraph 27 consists entirely of legal conclusions requiring no response; to the extent any response is required, Ulysses denies the allegations and further denies that SJP is entitled to any relief, declaratory, equitable, or legal in nature. 4 COUNT FOUR UNJUST ENRICHMENT 28. To the extent a response is required to Paragraph 28, Ulysses denies the allegations contained in Paragraph 28. 29. Ulysses denies the allegations contained in Paragraph 29. 30. Ulysses denies the allegations contained in Paragraph 30. 31. Ulysses denies the allegations contained in Paragraph 31. 32. Ulysses denies the allegations contained in Paragraph 32. AFFIRMATIVE DEFENSES FIRST AFFIRMATIVE DEFENSE Plaintiff’s claims are barred for failure to state a claim upon which relief may be granted. SECOND AFFIRMATIVE DEFENSE To the extent Plaintiff has suffered any damages, such damages were caused by and are the responsibility of persons, parties, and/or entities other than Ulysses, including Plaintiff’s own actions and omissions. THIRD AFFIRMATIVE DEFENSE Any losses or damages are not the proximate result of any act or omission by Ulysses, and Plaintiff has failed to mitigate any losses or damages. FOURTH AFFIRMATIVE DEFENSE 5 Plaintiff’s claims are barred by Plaintiff’s breach of contract. FIFTH AFFIRMATIVE DEFENSE Plaintiff’s claims are barred to the extent there has been any spoliation of evidence relevant or material to the claims and defenses of Ulysses. SIXTH AFFIRMATIVE DEFENSE Plaintiff’s claims are barred by the doctrine of unclean hands. SEVENTH AFFIRMATIVE DEFENSE Plaintiff’s claims are barred by fraud or illegality on the part of Plaintiff. EIGHTH AFFIRMATIVE DEFENSE Plaintiff’s claims are barred, in whole or in part, by the applicable statute(s) of limitations. NINTH AFFIRMATIVE DEFENSE Plaintiff's claims are barred, in whole or in part, by the doctrine of laches. TENTH AFFIRMATIVE DEFENSE Plaintiff lacks standing or capacity to assert or bring all or some of the claims purportedly asserted in the Amended Complaint. ELEVENTH AFFIRMATIVE DEFENSE Plaintiff is estopped from asserting some or all of the claims purportedly asserted in the Amended Complaint. TWELTH AFFIRMATIVE DEFENSE 6 Plaintiff has released some or all of the claims purportedly asserted in the Amended Complaint. THIRTEENTH AFFIRMATIVE DEFENSE Plaintiff's claims are barred, in whole or in part, by the statute of frauds. FOURTEENTH AFFIRMATIVE DEFENSE To the extent not listed above, Ulysses hereby incorporates all affirmative defenses set forth in Federal Rules of Civil Procedure 8(c) and 12(b). RESERVATION OF DEFENSES Ulysses reserves the right to assert additional defenses as discovery progresses in this case. To the extent any of the allegations in the Amended Complaint (Doc. 41) have not been expressly admitted or denied, they are hereby denied./s/W. Patton Hahn W. PATTON HAHN (HAH 002) SAMUEL C. PIERCE (PIE 032) Attorneys for ULYSSES ASSET SUB II, LLC OF COUNSEL: BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C. 420 North 20th Street, Suite 1400 Birmingham, Alabama 35203 (205) 244-3832-telephone (205) 488-3832-facsimile Email: scpierce@bakerdonelson.com 7 CERTIFICATE OF SERVICE I hereby certify that the foregoing was served upon the parties listed below via the Court's electronic filing system on September 12, 2017. Michael P. Kohler Miller & Martin, PLLC 1180 West Peachtree Street NW, Suite 2100 Atlanta, Georgia 30309 William H. Morrow Lightfoot, Franklin & White, LLC The Clark Building 400 North 20th Street Birmingham, Alabama 35203 Joseph A. Fawal Fawal & Spina 1330 21st Way South, Suite 200 Birmingham, Alabama 35205/s/W. Patton Hahn OF COUNSEL 8

MOTION to Amend/Correct {{27}} Scheduling Order, Set Deadlines/Hearings, (Unopposed) by Cellco Partnership.

FILED 2017 Dec-01 PM 01:27 U.S. DISTRICT COURT N.D. OF ALABAMA IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION SJP INVESTMENT PARTNERS LLC,]] Plaintiff,]] v.] CIVIL ACTION FILE NO.:] 2:17-CV-79-AKK CELLCO PARTNERSHIP d/b/a] VERIZON WIRELESS, et al.]] Defendants.] UNOPPOSED MOTION TO AMEND SCHEDULING ORDER Certification: As required by the ALND Uniform Initial Order Governing All Further Proceedings (Doc. No. 21), all parties consent to the relief sought in this motion. 1. The parties mediated this dispute on November 16, 2017. The parties adjourned the mediation, in part, to gather additional information (e.g., the costs to install a direct meter to the cellular equipment site) that will be needed in order to consider a possible resolution of this matter. 2. In an effort to conserve resources, the parties agreed to postpone certain depositions and the deadline to file dispositive motions while they gather 1 the needed information relating to a possible resolution of this dispute. 3. Accordingly, the parties request that the April 28, 2017 Amended Scheduling Order (doc. no. 27) be amended to allow the parties up to January 15, 2018, to take party depositions and up to January 31, 2018, to file dispositive motions. This 1st day of December, 2017. Respectfully submitted, By:/s/Michael P. Kohler Michael P. Kohler Georgia Bar No. 427727 Admitted Pro Hac Vice Miller & Martin PLLC 1180 West Peachtree Street, N.W. Suite 2100 Atlanta, Georgia 30309-3407 404-962-6403 404-962-6303 (f) michael.kohler@millermartin.com William H. Morrow Lightfoot, Franklin & White, L.L.C. The Clark Building 400 North 20th Street Birmingham, AL 35203-3200 205-581-0700 205-581-0799 (f) wmorrow@lightfootlaw.com Attorneys for Defendant Cellco Partnership d/b/a Verizon Wireless 2 CERTIFICATE OF SERVICE I hereby certify that on December 1, 2017, the foregoing UNOPPOSED MOTION TO AMEND SCHEDULING ORDER was E-filed with the Court, which will send notice (and make available a service copy) to the parties of record. By:/s/Michael P. Kohler Michael P. Kohler Georgia Bar No. 427727 Admitted Pro Hac Vice Miller & Martin PLLC 1180 West Peachtree Street, N.W. Suite 2100 Atlanta, Georgia 30309-3407 404-962-6403 404-962-6303 (f) michael.kohler@millermartin.com 3

RESPONSE to Motion re {{63}} MOTION to Amend/Correct Opposed Motion to Amend Scheduling Order filed by Cellco Partnership, Ulysses Asset Sub II, LLC.

FILED 2018 Jan-25 PM 03:14 U.S. DISTRICT COURT N.D. OF ALABAMA IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION SJP INVESTMENT PARTNERS,LLC,)) Plaintiff,)) v.)Case Number: 2:17-CV-79-AKK) CELLCO PARTNERSHIP D/B/A) VERIZON WIRELESS; ULYSSES) ASSET SUB II, LLC,)) Defendants.) DEFENDANTS' JOINT RESPONSE TO PLAINTIFF'S MOTION TO AMEND SCHEDULING ORDER Defendants Ulysses Asset Sub II, LLC ("Ulysses") and Cellco Partnership d/b/a Verizon Wireless ("Verizon," and together with Ulysses, collectively, the "Defendants") respond to Plaintiff SJP Investment Partners, LLC' ("SJP") Motion to Amend Scheduling Order (the "Motion to Amend)(Doe. 63) as follows: 1. SJP commenced this action more than a year ago on January 17, 2017. (Doc. 1). Initially, Ulysses was not a party to this action. (See id.). 2. On April 27, 2017, the Court — in whole or in part in reliance on proposed deadlines contained in a report of parties planning meeting co-authored by Plaintiffs' counsel (see Doc. 22) — entered a Scheduling Order (Doe. 25)(the "Original Scheduling Order"), establishing a discovery deadline of October 31, 2017 and a dispositive motion deadline of March 15, 2018. 3. On April 28, 2017, the Court amended the Original Scheduling Order (the "First Amended Scheduling Order")(Doc. 27) to provide a dispositive motion deadline of December 1, 2017. 4. The First Amended Scheduling Order stated as follows: EXTENSIONS FOR THE DEADLINES SET FOR DISCOVERY CUTOFF AND DISPOSITIVE MOTIONS WILL NOT BE EXTENDED ABSENT GOOD CAUSE SHOWN.' 5. Contrary to SJP's assertions within the Motion to Amend, Verizon provided Initial Disclosures to SJP on May 15, 2017, the deadline established by the First Amended Scheduling Order:2 A true and correct copy of these disclosures is attached hereto as Exhibit A. 6. SJP never provided Initial Disclosures to the Defendants. 7. On July 28, 2017, SJP filed an Amended Complaint (Doc. 41) naming Ulysses as a party-defendant. 8. Pursuant to Court Order (see Doc. 57), the parties mediated this case on November 16, 2017, but have not been able to resolve this matter. 9. Thereafter, Verizon filed an Unopposed Motion to Amend Scheduling Order (Doc. 61), moving the Court to extend discovery to allow the parties to take party-depositions until January 15, 2018, and to extend the dispositive motion Doc. 27 at 11 1. 2 On January 21, 2018, counsel for Verizon noti lied SJP's counsel that their statement that Verizon had failed to serve initial disclosures was false, provided them with the initial disclosures Verizon served on May 15, 2017, and demanded that they correct the misrepresentation they had made to the Court; to date, they have failed to correct this statement. 2 deadline until January 31, 2018. The Court granted this motion (the "Second Amended Scheduling Order"). (Doc. 62). 10. Defendants deposed SJP on January 15, 2018. 1 1. The Motion to Amend was filed on January 19, 2018 (Doc. 63), and set forth three purported reasons why the Court should, again, amend the discovery and dispositive motion deadlines in this case (to March 16, 2018 and March 31, 2018, respectively). None of these arguments have any merit whatsoever. 12. First, SJP asserts that Defendants "presented documents. . . critical to the claims and defenses in this case" at the deposition of SJP, and that SJP "was not aware of Defendants [sic] defenses prior to [SJP's] deposition on January 15, 2018." Doc. 63 at ¶¶ 4-5. Notwithstanding that SJP does not identify or explain what "critical" documents it was missing, why it was unable to ascertain Defendants' defenses in the absence of these documents, or why not having these documents somehow renders it unable to prepare for trial, this argument is baseless for several reasons.3 13. To start, Defendants filed Answers responsive to SJP's complaint, which set forth their respective affirmative defenses. (See Does. 19, 56). Next, although SJP commenced this action in January 2017, and was able to take 3 It is likely this statement is simply untrue, but given that the "critical" documents arc not identified in the motion, it is not possible to ascertain what SW is referring to. SJP's corporate representative, Jay Patel, testified that he had seen or was aware of almost all of the documents used as exhibits to his deposition. 3 discovery as early as April 13, 2017 (see Fed. R. Civ. P. 26(d)(1)), SJP failed to conduct or even seek to conduct any discovery prior to the original discovery deadline of October 31, 2017 or the extended deadline of January 15, 2018. SJP never served requests for production of documents or any other written discovery on either of the Defendants, never subpoenaed documents from any source, and never deposed or sought to depose either of the Defendants (or any third-party witnesses). SJP's voluntary and unexcused failure to take discovery does not demonstrate "good cause" supporting an extension of discovery. 14. Second, SJP argues that the Motion to Amend is due to be granted because Verizon did not file Initial Disclosures pursuant to the Federal Rules of Civil Procedure. (Doc. 63 at ¶ 7). However, as evidenced by Exhibit A attached hereto, this is simply not the case. SJP has delayed in prosecuting its case, failed to take any discovery, and now (without any factual foundation) seeks to shift blame to Verizon for its failure to acquire information to support the lawsuit that it filed.4 The Court should reject Plaintiffs attempt to shift the blame for its own inactivity. 1 5. Finally, SJP asserts Verizon "did not mention the Critical Documents at mediation," and SJP claims that "[a]s a result of Defendants' failure to disclose these defenses, Plaintiff seeks to amend the scheduling order. . . ." Doc. 63 at 8-9. Predictably, SJP cites no authority for the proposition that Verizon was 4 SJP did not serve Initial Disclosures on the Defendants. 4 required to mention "Critical Documents" at mediation because no such authority exists; the parties statements and actions at mediation are privileged (and wholly irrelevant). This is another red herring aimed at distracting from the real reason SJP wants to extend discovery: to overcome its own failure to take discovery. 16. Contrary to SJP's motions, Defendants will definitely be prejudiced by an extension of the discovery and dispositive motion deadlines. Defendants have taken all the discovery they need and are in the process of finalizing their summary judgment pleadings (to be filed by January 31, 2018 in accordance with the Court's Second Amended Scheduling Order). 1 7. In conclusion, the motion before the Court was brought solely as the result of SJP's voluntary decision not to take discovery. A party's desire to avoid self-inflicted harm does not amount to or even approach "good cause" and the motion should be denied. WHEREFORE,the Defendants respectfully request that the Court deny the Motion to Amend filed by SJP (Doc. 63), and grant the Defendants such other, further and additional relief as the Court deems proper and just. /s/ W Patton Hahn W. PATTON HAHN(HAH 002) SAMUEL C. PIERCE (PIE 032) Attorneys for ULYSSES ASSET SUB II, LLC 5 OF COUNSEL: BAKER,DONELSON,BEARMAN, CALDWELL & BERKOWITZ,P.C. 420 North 20th Street, Suite 1400 Birmingham, Alabama 35203 (205)244-3832 - telephone (205)488-3832 - facsimile Email: scpierce@bakerdonelson.com /s/ Michael P. Kohler Michael P. Kohler A dmitted Pro Hac Vice Attorney for CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS OF COUNSEL: MILLER & MARTIN,PLLC 1 180 West Peachtree Street NW,Suite 2100 Atlanta, Georgia 30309 (404)962-6403 michael.kohler@millermartin.com /s/ William H. Morrow William H. Morrow Attorney for CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS OF COUNSEL: LIGHTFOOT,FRANKLIN & WHITE,LLC The Clark Building 400 North 20th Street Birmingham, Alabama 35203 (205)581-0700 wmorrow@lightfootlaw.com CERTIFICATE OF SERVICE I hereby certify that the foregoing was served upon the parties listed below via the Court's electronic filing system on January 25, 2018. Bryan M. Knight KNIGHT JOHNSON,LLC 1360 Peachtree Street NE, Suite 1201 Atlanta, Georgia 30309 Attorney for Plaintiff Joseph A. Fawal FAWAL & SPINA 1 330 21st Way South, Suite 200 Birmingham, Alabama 35205 Attorney for Plaintiff /s/ W. Patton Hahn OF COUNSEL 7 EXHIBIT A IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION SJP INVESTMENT PARTNERS LLC, Plaintiff, I I v. II CIVIL ACTION FILE NO.: 2:17-CV-0079-AKK CELLCO PARTNERSHIP d/b/a I VERIZON WIRELESS, I Defendant. I DEFENDANT'S INITIAL DISCLOSURES In accordance with Fed. R. Civ. P. 26(a)(1)(A), Defendant Cellco Partnership d/b/a Verizon Wireless makes the following initial disclosures based on the information reasonably available to it at this time. i. The name and, if known, the address and telephone number of each individual likely to have discoverable information along with the subjects of that information that the disclosing party may use to support its claims or defenses, unless the use would be solely for impeachment. Response: Thad Burdette and Allan Wolff. Mr. Burdette and Mr. Wolff work for Verizon wireless and can be reached through Verizon Wireless' counsel. They have knowledge regarding the 2006 Building and Rooftop Lease Agreement(and amendments to it) that Verizon Wireless entered into with Pickwick Investments, LLC relating to the lease of certain rooftop space located at 1023 20th Street South, Birmingham, Alabama. Mr. Burdette also has knowledge regarding the leased location, the installation of a sub-meter at the leased location, and notices provided pursuant to the lease. Mr. Wolff also has knowledge regarding the amount of the typical electrical bill for these types of locations. Danny Bishop and Wayne Wright, Mr, Bishop and Mr. Wright work for or on behalf of Verizon Wireless and can be reached through Verizon Wireless' legal counsel, Mr. Bishop and Mr. Wright have knowledge regarding Plaintiff's failure to allow Verizon Wireless access to the leased premises. ii. A copy—or description by category and location of all documents, electronically stored information, and tangible things that the disclosing party has in its possession, custody, or control and may use to support its claims or defenses, unless the use would be solely for impeachment. Response: The file relating to the leased location, including the lease, lease amendments, notices provided under the lease, the installation and operation of a sub-meter at the leased location, payments made under the lease, and utility 2 information relating to similarly leased locations. Documents relating to Verizon Wireless' efforts to access the leased premises. These documents are in the possession, custody or control of Verizon Wireless. iii. A computation of each category of damages claimed by the disclosing party who must also make available for inspection and copying as under Rule 34 the documents or other evidentiary materials, unless privileged or protected from disclosures, on which each computation is based, including materials bearing on the nature and extent of injuries suffered, Response: Plaintiff has recently denied Verizon Wireless access to the lease premises. Verizon Wireless has demanded access to the leased premises. If access is not immediately granted, Verizon Wireless reserves all rights under the lease, including seeking all relief and damages allowed by law and the lease, iv. For inspection and copying as under Rule 34, any insurance agreement under which an insurance business may be liable to satisfy all or part of a possible judgment in the action or to indemnify or reimburse for payments made to the satisfy the judgment. Response: Not Applicable. -3- tfully submitted, ichael P. Kohler Georgia Bar No. 427727 Admitted Pro Hac Vice Miller & Martin PLLC 1 180 West Peachtree Street, N.W., Suite 2100 Atlanta, Georgia 30309-3407 404-962-6403 404-962-6303 (f) michael.kohler@millermartin.corn William H. Morrow Lightfoot, Franklin & White, L.L.C. The Clark Building 400 North 20`11 Street Birmingham, AL 35203-3200 205-581-0700 205-581-0799 (f) wmorrow@lightfootlaw.com Attorneysfor Defendant Cellco Partnership d/b/a Verizon Wireless 4 CERTIFICATE OF SERVICE I hereby certify that on May 15, 2017, a genuine copy of the foregoing Defendant's Initial Disclosure was served upon the following by Email: Richard A. Bearden, Esq. Massey, Stotser & Nickols, PC 1780 Gadsden Highway Birmingham, Alabama 3523 Via Email: rbearden ael P. Kohler eorgia Bar No. 427727 Admitted Pro Hac Vice Miller & Martin PLLC 1 180 West Peachtree Street, N.W., Suite 2100 Atlanta, Georgia 30309-3407 404-962-6403 404-962-6303 (f) michael.kohler@millermartin.com 5

MOTION for Summary Judgment by Ulysses Asset Sub II, LLC.

FILED 2018 Jan-31 PM 01:47 U.S. DISTRICT COURT N.D. OF ALABAMA IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION SJP INVESTMENT PARTNERS, LLC,)) Plaintiff,)) v.) Case Number: 2:17-CV-79-AKK) CELLCO PARTNERSHIP D/B/A) VERIZON WIRELESS; ULYSSES) ASSET SUB II, LLC,)) Defendants.) DEFENDANT ULYSSES ASSET SUB II, LLC'S MOTION FOR SUMMARY JUDGMENT Pursuant to Fed. R. Civ. P. 56, Defendant Ulysses Asset Sub II, LLC ("Ulysses") moves for summary judgment as to all claims against it on the grounds that there are no material issues of fact and it is entitled to judgment as a matter of law as to all claims against it contained in Plaintiff's Amended Complaint [Doc. 41]. As grounds for this motion, Ulysses submits the Deposition of Plaintiff's corporate representative, Jay Patel, and the exhibits thereto (attached hereto as Exhibit A), and the Amendment to Registration (attached hereto as Exhibit B). WHEREFORE, Ulysses moves the Court to enter summary judgment in its favor and to dismiss it as a party-defendant to this action. /s/ W. Patton Hahn W. PATTON HAHN (HAH 002) SAMUEL C. PIERCE (PIE 032) Attorneys for ULYSSES ASSET SUB II, LLC OF COUNSEL: BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C. 420 North 20th Street, Suite 1400 Birmingham, Alabama 35203 (205) 244-3832 - telephone (205) 488-3832 - facsimile Email: scpierce@bakerdonelson.com CERTIFICATE OF SERVICE I hereby certify that the foregoing was served upon the parties listed below via the Court's electronic filing system on January 31, 2018. Bryan M. Knight Joseph A. Fawal Knight Johnson, LLC Fawal & Spina 1360 Peachtree Street NE, Suite 1330 21st Way South, Suite 200 1201 Birmingham, Alabama 35205 Atlanta, Georgia 30309 Michael P. Kohler William H. Morrow Miller & Martin, PLLC Lightfoot, Franklin & White, LLC 1180 West Peachtree Street NW, The Clark Building Suite 2100 400 North 20th Street Atlanta, Georgia 30309 Birmingham, Alabama 35203 /s/ W. Patton Hahn OF COUNSEL 2

Exhibit B

FILED 2018 Jan - 31 PM 01: 47,U.S. DISTRICT COURT N. D. OF ALABAMA. . . . . . . . . . EXHIBIT B John H. Merrill Secretary of State P. O. Box 5616 Montgomery, AL 36103 - 5616 STATE OF ALABAMA I, John H. Merrill, Secretary of State of Alabama, having custody of the Great and Principal Seal of said State, do hereby certify that as appears on file and of record in this office, the pages hereto attached, contain a true, accurate, and literal copy of the Articles of Amendment filed on behalf of Ulysses Asset Sub II, LLC, as received and filed in the Office of the Secretary of State on 01 / 06 / 2012. In Testimony Whereof, I have hereunto set my hand and affixed the Great Seal of the State, at the Capitol, in the city of Montgomery, on this day. Idd ISSISSIM GᎬ 0 Ꭱ Ꮐ 1Ꭺ 01 / 30 / 2018 sanaan Date ATSE XA. MM 20180130000018008 John H. Merrill Secretary of State. . . . . . STATE OF ALABAMA FOREIGN LIMITED LIABILITY COMPANY (LLC) AMENDMENT TO REGISTRATION PURPOSE: In order to amend the registration of a foreign entity (any entity formed outside of Alabama), the entity must deliver to the Secretary of State for filing an Amendment to Registration pursuant to Section 10A - 1 - 7. 06, Code of Alabama 1975. $ 125. 00 FLL 2 Pg 17: 00 事, 如 $ 25. 00 1 / 06 / 2012 $ 1 00. 00 Sec. Of State Alabama Entity Change 619 - 048 Date Time 1201 12 Ackn File Total 03 / 010 ExР INSTRUCTIONS: Mail one (1) signed original of this completed Amendment to Registration, a (1) copy if you want an acknowledgement copy, and the filing fee of $ 25. 00 (credit card, check, or money order) to the Secretary of State, Business Services, P. O. Box 5616, Montgomery, Alabama, 36103 - 5616 or you may email the filing to foreign. entities sos. alabama. gov (send only 1 (For SOS Office Use Only) . copy - must use credit card) . The entity amendment will not be registered if the credit card does not authorize and will be removed from the index if the check is dishonored. All filed document copies are mailed standard USPS unless envelopes with special postage or overnight courier envelopes are included with the request. Any overnight courier envelopes must have a completed airbill with the billing information completed and clearly marked " bill recipient. " Email return is available with expedited processing - see payment sheet options for details. This form must be typed or laser printed. 048 619 1. Alabama Entity ID Number (Format: 000 - 000): INSTRUCTION TO OBTAIN ID NUMBER TO COMPLETE FORM: If you do not have this number immediately available (it is on the face of your original registration filing), you may obtain it on our website at www. sos. alabama. gov under the Government Records tab. Click on Business Entity Records, click on Entity Name, enter the registered name of the entity in the appropriate box, and enter. The six (6) digit number containing a dash to the left of the name is the entity ID number. If you click on that number, you can check the details page to make certain that you have the correct entity - this verification step is strongly recommended. 2. The name of the foreignentity as currently registered with the Alabama Secretary of State: T6 Unison Site Management LLC eᏔ na 3. If amending the name of the foreign entity, the new name of the entity (Must contain the words " Limited Liability Company " or the abbreviation " L. L. C. " or " LLC " (10A - 1 - 5. 06) ]: Ulysses Asset Sub II, LLC 4. The undersigned certifies that the foreign entity exists as a valid Limited liability Company under the laws of the entity's jurisdiction of formation. Foreign LLC Amendment - 5 / 2011 Page 1 of 2 AL. 071 - 05 / 1201 LCTSystem Online . . ' . * . . OQ: ZT $ 25. 00 020 ' $ $ 100. 00 $ 125. 00 FOREIGN LIMITED LIABILITY COMPANY (LLC) AMENDMENT TO REGISTRATION - FLL 2 Pg Alabama Sec. Of State Entity. Change Date 1 / 06 / 2012 619 - 048 Time 120112 File Ackn Exp Total 03 / 010 116 Huntington Avenue, 11th floor, Boston MA 02116 5. Change Street (No PO Boxes) Address of principal office to: 116 Huntington Avenue, 11th floor, Boston MA 02116 Change Mailing Address of principal office to: _ 6. Change state / country of formation to: NIA 7. Attach copies of any other amendments. Copies attached. 12 139, 2011 Michael J. McCormack, Senior VP and Asst. Secretary Typed Name and Title of Signature Below. . . . . . . . . . . Date Alan / dAllanmak Signature of Persos Authorized to Sign per 10A - 1 - 4. 01, Alabama Code In order to review the sections of the Code of Alabama 1975 referred to in this filing form you may access www. sos, alabama. gov and click the Government Records tab. Choose the Code of Alabama link to review. Foreign LLC Amendment - 5 / 2011 Page 2 of 2 - ' r AL071 - 05 / 10 201ICT Syslein Online

Supplement Brief

FILED 2018 Jan-31 PM 01:47 U.S. DISTRICT COURT N.D. OF ALABAMA IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION SJP INVESTMENT PARTNERS,LLC,) Plaintiff,)) v.)Case Number: 2:17-CV-79-AKK) CELLCO PARTNERSHIP D/B/A) VERIZON WIRELESS; ULYSSES) ASSET SUB II, LLC,)) Defendants.) BRIEF IN SUPPORT OF MOTION FOR SUMMARY JUDGMENT FILED BY DEFENDANT ULYSSES ASSET SUB II, LLC Defendant Ulysses Asset Sub II, LLC ("Ulysses") submits this brief in support of its Motion for Summary Judgment, filed simultaneously herewith, as to Count Four of the Amended Complaint [Doc. 41].' I. Introduction. This case arises from Plaintiff SJP Investment Partners, LLC's ("SJP") purchase of the former Pickwick Hotel located in the Five Points South area of Birmingham. SJP purchased the hotel in September 2016 from a court-appointed receiver. Count Four of the Amended Complaint is the only count that clearly asserts or purports to assert any claim against Ulysses. Counts One through Three of the Amended Complaint assert claims against Defendant Cellco Partnership d/b/a Verizon Wireless ("Verizon"). To the extent Count III of the Amended Complaint, which asserts a claim for declaratory judgment, purports to assert a claim against Ulysses, the claim is meritless for the reasons discussed inti.a at fn. 5. Long before that purchase, back in 2006, one of the prior owners of the hotel leased space on its roof to Verizon to locate cellular communications equipment there.' In 2010, the then-owner of the hotel, Five Points Hospitality of Birmingham, LLC ("Five Points Hospitality"), sold and assigned its interest as lessee in, and all rights to receive rent from, the Verizon lease to T6 Unison Site Management, LLC ("Unison") and granted Unison and its successors-in-interest a permanent easement for the roof cell sites. Unison subsequently changed its name to Ulysses.3 Thus, when SJP purchased the hotel in 2016, it (1) purchased its property subject to the easement in Ulysses' favor and (2) did not acquire any interest in the lease or the payment stream generated by the leases. SJP was aware of both of these facts before it purchased the hotel. Even with this knowledge, shortly after purchasing the hotel, SJP caused its counsel to make demands on both Ulysses and Verizon for the rent due under the Verizon lease and for reimbursements for electricity used by Verizon. However, 2 In 1997, another owner of the hotel leased space on the roof to Powertel for location of celluar communications equipment. See Ex. 3 to Deposition of Jay Patel ("Patel Deno."). That lease, the lessee's interest in which was ultimately assigned to T-Mobile, is not at issue in this litigation. 3 While Ulysses' interest in the Assignment is not at issue (after all, SW sued Ulysses), the Amendment to Registration amending Unison's name to Ulysses is attached to Ulysses' Motion for Summary Judgment as Exhibit B. This document is a self-authenticated admissible copy under the Federal Rules of Evidence. Fed. R. Evid. 902(4), 1005. as noted before, SJP did not acquire any rights to payment from the Lease when it purchased the hotel. After suing Verizon over its use of the electricity, SJP added Ulysses as an additional defendant when it filed its Amended Complaint. The Amended Complaint asserts a single cause of action against Ulysses — for unjust enrichment arising from Verizon's electricity consumption. This claim is meritless, both factually and legally. There is no evidence — either before or after SJP purchased the hotel — Ulysses has ever been paid anything by Verizon for its use of electricity at the hotel and thus no evidence it has been "enriched," much less unjustly enriched. Moreover, SJP's unjust enrichment claim is barred because the issue of responsibility for electrical charges is covered by the applicable contracts. II. Statement of Undisputed Material Facts 1. On or about July 6, 2006, Verizon, as lessee, entered into that certain Building and Rooftop Lease Agreement (the "Lease") with Pickwick Investments, LLC, as lessor, whereby Verizon leased 537 square feet on the roof of a hotel located at 1023 20th Street South, Birmingham, Alabama ("the Premises"). See Declaration of Thad W. Burdette, previously submitted to the Court as Doc. 30-1, at ¶ 4; Exhibit 1 hereto.4 While the Lease and Assignment (as defined infiv) have previously been submitted to the 2. Since entering the Lease, Verizon has continuously maintained and operated cellular telecommunications equipment on the Premises. See id. at 111] 5, 6. 3. The Lease is recorded in the Jefferson County Probate Judge's Office (the "Probate Office") at Book LR20061 1, Page 21749. See Ex. 7 to Patel Depo. at 1 4. On February 26, 2010, Five Points Hospitality, which had acquired the hotel, and Unison entered into that certain "Wireless Communication Easement and Assignment Agreement" (the "Assignment"). See Exhibit 2 hereto. 5. Section 2 of the Assignment provides as follows: Assignment of Existing Agreements. Site Owner [Five Points Hospitality] transfers and assigns to Unison, as of the Effective Date, its right, title and interest in, to, and under the Existing Agreements, including without limitation all rents, security deposits and other monies due the Site Owner specified therein. The Parties intend that this Agreement serve as an absolute assignment and transfer to Unison of all rents and other monies due the Site Owner pursuant to the Existing Agreements. Unison assumes the obligations and liabilities of Site Owner under the Existing agreements only to the extent that such obligations and liabilities (i) are not the responsibility of the Site Owner pursuant to the terms of this Agreement; and (ii) accrue on or after the Effective Date. Assignment at § 2(emphasis added).5 Court, and are attached to the deposition of Jay Patel (as Exhibits 2 and 4, respectively), they are attached hereto for the Court's ease of reference as Exhibits 1 and 2. Count Three of the Amended Complaint (Doe. 41 at 111 22-27) purports to assert a claim for C 4 6. The Assignment defined the "Existing Agreements" as the Lease and the lease with T-Mobile (see fn. 2, supra). Id. at § 1(a)(i), Ex. C. 7. The Assignment also contained provisions regarding the use of utilities at the Site and, importantly, did not make these the responsibility of the assignee, Ulysses. See Assignment at § 5.6 8. The Assignment was recorded on March 11, 2010 in the Jefferson County Probate Judge's Office at Book LR201002, Page 20037. See Assignment. 9. On September 19, 2016, SJP purchased the hotel from Jeffrey Kolessar in his capacity as receiver under order entered in Jefferson County Circuit Court Case No. 01-cv-2015-904100. See Ex. 6 to Patel Depo.7 declaratory judgment that SIP is entitled to payment for Verizon's electrical usage as the "successor-in-interest" to certain provisions of the [Leased" As noted earlier, it is unclear whether this count is being pursued against Ulysses. To the extent it is, the above-quoted provisions of the Assignment, which represent an "absolute assignment and transfer" of all rights to payment under the Lease, conclusively establish that SJP is not entitled to payment of these monies by Ulysses, a fact Mr. Patel confirmed he was aware of. See Patel Depo. at 141:22- 142:7; 146:2-6. Accordingly, to the extent SJP is pursuing Count Three against Ulysses, Ulysses is entitled to summary judgment on this claim as well. 6 Section 5 of the Assignment provides: Improvements: Utilities. Unison and its Customers may, at their discretion and expense, construct such improvements in, to, under and over the Easements, consistent with the uses specified in Section 1, all of which shall deemed part of the Facilities In the event that utilities necessary to serve the Facilities cannot be installed within the Easements, Site Owner agrees to cooperate (as no cost to Site Owner) with Unison and to act reasonably and in good faith in granting Unison the right to locate such utilities on the Property without requiring the payment of additional fees. The Assignment does not contain any provision which obligates Unison or its successors-in- interest to pay SJP for utility consumption by Verizon, T-Mobile, or any other entity. 7 According to the Agreement of Purchase and Sale (Ex. 8 to Patel Depo.), Mr. Kolessar was appointed as Receiver for the real property by court order entered on December 1, 2015. 5 10. Prior to purchasing the hotel, SJP received a title report indicating it was purchasing the hotel subject to both the Lease and Assignment. Ex. 7 to Patel Depo. 11. SJP is aware that Ulysses has no responsibility under the Lease to pay SJP for utility consumption at the Site. Patel Depo. at 141:22-142:7; 146:2-6. 12. When asked about the facts that supported his claims against Ulysses, SJP's corporate representative, Jay Patel, could not identify any facts related to the Lease, Assignment, or Verizon's consumption of electricity at the Site (which are the only matters at issue in this action based on the allegations of the Complaint). As Mr. Patel testified: Q. My question was simply SJP has sued American Tower's subsidiary. Is that true or false? A. That is true, for failure to comply with their obligations. Q. Okay. What obligations are those? A. They are party to -- they have some sort of duty to SJP. They're the intermediary between Verizon and T-Mobile. If, you know, their position is they have nothing to do with it, I guess that's their position. Q. Okay. What contractual provision has American Tower breached? A. I don't know. Q. Okay. You're the corporate representative of SJP Partners Investments; you understand that, right? A. American Tower has breached the Net Profits Agreement. Q. That wasn't my question. My question was you understand you're the corporate representative? A. I do. Q. And you're here to -- one of the things we've asked you to do is to testify about the claims against Ulysses Asset Sub, the subsidiary of American Tower. You understand that? A. I do. Q. Okay. What are all the facts that support your claims against Ulysses Asset Sub? A. American Tower has breached the Net Profits Agreement. Q. Are there any other facts? A. No. They have breached the Net Profits Agreement. I've asked for [an accounting], they've concealed that, perhaps due to fraud. hi.. at 149:14-150:23 (emphasis added). 1 3. SJP has also admitted that it has no information whatsoever to support the primary factual allegation against Ulysses contained in the Amended Complaint, that Ulysses has "received money from [Verizon] for the electrical power usage as referenced in the [Lease.]" See Doc. 41 at ¶ 11; see also la'. at 1 2. As Mr. Patel testified: When it was pointed out to him that the Amended Complaint did not contain any claims arising out of nor any references to the Net Profits Agreement (or, for that matter, any mention of this agreement at all), Mr. Patel said he would be amending his complaint. Patel Depo. at 1 51:22-24. The deadline for amending pleadings and adding parties passed on August 1, 2017, though SJP was expressly given leave to and did acid Ulysses as a party by filing the Amended Complaint on July 28, 2017. See Does. 27 (at ¶ 11), 40, 41. Given the lack of any factual basis for a claim against Ulysses revealed during Mr. Patel's deposition of, it seems doubtful that the Amended Complaint complies with Fed. R. Civ. P. 11(b), as required by the Court's scheduling order. See Doc. 27 at fn. 1. 9 The actual "claim" against Ulysses contained in the Amended Complaint, Count Four (see Doc. 41 at ¶¶ 28-32) is, to put it mildly, muddled and confusing. For example, SJP claims that the "circumstances under which Defendant Ulysses derived benefits that were owed to [SJP] under the [Lease] make it unfair for Defendant [Ulysses] to retain such benefits without compensating [SW]." Nowhere does the Amended Complaint explain these "circumstances," or itemize or even estimate the "benefits" Ulysses received "unfairly." Id. at ¶ 31. Paragraph 32 claims that SW is entitled to recover the "reasonable value of the principle [sic] owed under the [Lease] together all unpaid interest." As the Lease is a lease which calls for, inter cilia, payment of rent, 7 Q. Okay. Do you know whether American Tower has collected separate utility reimbursements from Verizon? A. No. If they have, they should have passed them through [to SJP]. Q. But you don't know whether they have? A. I don't know whether they have, no. Patel Depo. at 152:22-153:3. Thus, SJP is unaware of any basis for any allegation that Ulysses has been paid for electricity used by Verizon. III. Argument. A. Summary Judgment Standard. Rule 56(c) of the Federal Rules of Civil Procedure provides that summary judgment may be rendered if "the pleadings, depositions, answers to interrogatories, and admissions on file, together with affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(c). In order to prevail, the moving party has the burden of proving the absence of a genuine issue of material fact as to some essential element of the opposing party's claim. Celotex Corp. v. Catrett, 477 U.S. 317(1986). In order to create a genuine factual issue, the nonmoving party must show "there is sufficient evidence favoring the nonmoving party for a jury to return a verdict for that party." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). The nonmoving party may not rest on mere allegations or denials, but must and not a loan agreement or note, there is no principal and interest owed thereunder. 8 respond by setting forth specific facts, supported by evidence, indicating a genuine issue for trial. Thompkins v. Lilt Joe Records, Inc., 476 F.3d 1294, 1302 (11th Cir. 2007). B. Alabama Law Applies To Plaintiffs Claims. A federal court sitting in diversity must apply the substantive law of the state in which it sits, including the forum state's choice-of-law rules. See Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 495-97 (1941). However, Alabama law does not (at least based on the research of the undersigned) have a choice-of-law rule for equitable claims like the unjust enrichment claim in Count IV. Nonetheless, Alabama law should apply to SJP's unjust enrichment claim based on the facts of this case. First, this case clearly arises out of a dispute centered in Alabama and there are no facts implicating any other state which would suggest applying that state's substantive law. The Site is located in Birmingham, Alabama. The only two agreements at issue — the Lease and Assignments — deal exclusively with the Site and not with any other property located outside of Alabama and performance of both occurs in Alabama. The Lease and Assignment provide that Alabama law governs both agreements. See Lease at § 15; Assignment at § 18(c).10 10 While, as noted above, Alabama does not have conflict-or-laws rules for equitable claims, the Restatement of Conflicts of Laws would provide that Alabama law would apply to SP's claim against Ulysses. The District Court in Chase Manhattan Bank, N.A. v. CVE, Inc., 206 F. Supp. 9 In short, there are no facts and no other material considerations which would suggest SJP's unjust enrichment claim arises from any state's law other than Alabama or should not be decided by application of Alabama law. Applying Alabama law, as noted below, it is obvious that SJP's claim against Ulysses is meritless bordering on frivolous. C. Ulysses is Entitled to Summary Judgment as to SJP's Unjust Enrichment Claim. 1. SJP Cannot Establish the Elements of a Claim for Unjust Enrichment. In order to prevail on its unjust enrichment claim, SJP must prove that (1) Ulysses knowingly accepted and retained a benefit; (2) that benefit was provided 2d 900 (M.D. Tenn. 2002), was faced with a similar situation to that here (like Alabama, Tennessee has no conflicts-of-laws rule for equitable claims) and applied the Restatement to hold that Tennessee law applied to an unjust enrichment claim arising out of an erroneous transfer of shares from a custodian account. It stated the Restatement rule as follows: Section 221 of the Restatement (Second) of Conflict of Laws suggests that unjust enrichment cases fall somewhere between contract and tort. Although Tennessee courts have not enumerated conflict of laws principles to be considered in determining which state's laws to apply to an unjust enrichment claim, the Restatement provides helpful guidance. See Restatement (Second) of Conflict of Laws §§ 221 (1971). Under the Restatement test, the local law of the state which "has the most significant relationship to the occurrence and the parties" should be applied. The Restatement outlines the factors that should be taken into account in making this determination: (a) the place where a relationship between the parties was centered, provided that the receipt of enrichment was substantially related to the relationship; (h) the place where the benefit or enrichment was received; (c) the place where the act conferring the benefit or enrichment was done; (d) the domicile, residence, nationality, place of incorporation and place of business of the parties; and (e) the place where a physical thing, such as land or a chattel, which was substantially related to the enrichment, was situated at the time of the enrichment. Based on these criteria, it appears that Tennessee law also applies to the unjust enrichment claim. CUE, Inc., supra at 906. Apart from the location of the parties, all other factors in this test conclusively point to application of Alabama law to SW's claim against Ulysses. 10 by another; and (3) the other has a reasonable expectation of compensation. RREF KB-AL SLDL, LLC v. Saxon Land Dev., 968 F. Supp. 2d 1133, 1141 (M.D. Ala. 2013). Further, Ulysses' retention of the benefit must be unjust, otherwise there is no claim for unjust enrichment. See Wildfire Grp., LLC v. Prime Ins. Co., No. 2:12-CV-847-MHT-PWG, 2015 WL 10015378, at *8 (M.D. Ala. Sept. 22, 2015) ("To prevail on a claim of unjust enrichment, the plaintiff must show that the 'defendant holds money which, in equity and good conscience, belongs to the plaintiff or holds money which was improperly paid to defendant because of mistake or fraud.'" (quoting Scrushy v. Tucker, 955 So. 2d 988, 101 1 (Ala. 2006) (internal citations omitted)).1 1 Retention of a benefit is unjust if(1) the donor of the benefit ... acted under a mistake of fact or in misreliance on a right or duty, or (2) the recipient of the benefit ... engaged in some unconscionable conduct, such as fraud, coercion, or abuse of a confidential relationship. In the absence of mistake or misreliance by the donor or wrongful conduct by the recipient, the recipient may have been enriched, but he is not deemed to have been unjustly enriched. Matador Holdings, Inc. v. HoPo Realty Inv., LLC, 77 So. 3d 139, 146 (Ala. 2011)((internal quotations, citations omitted)). In this case, SJP has no proof to meet any element of its unjust enrichment claim against Ulysses. SJP has no information suggesting Ulysses has been paid Report and recommendation adopted, No. 1:12CV847-MHT, 2016 WL 540797 (M.D. Ala. Feb. 9, 2016), judgment entered, No. 1:12CV847-MHT, 2016 WL 540828 (M.D. Ala. Feb. 9, 2016). 11 for electricity used by Verizon and there is no evidence suggesting SJP had any reasonable expectation Ulysses would compensate SJP for electricity. There is certainly no evidence SJP engaged in "unconscionable conduct, such as fraud, coercion, or abuse of a confidential relationship." There is simply zero evidence to support SJP's unjust enrichment claim against Ulysses, and summary judgment is due to be entered in Ulysses' favor. 2. Under Alabama law, SJP Cannot Maintain an Claim for Unjust Enrichment Because the Subject Matter of its Claim is the Subject of a Contract Between the Parties. Even if SJP could establish any of the elements of an unjust enrichment claim, its claim is still barred — by the Assignment. "[T]he existence of an express contract extinguishes an unjust enrichment claim altogether because unjust enrichment is an equitable remedy which issues only where there is no adequate remedy at law." Univalor Trust, SA v. Columbia Petroleum, LLC, 315 F.R.D. 374, 382 (S.D. Ala. 2016). Accord Selman v. CitiMortgage, Inc., 2013 WL 838193, at * 13 (S.D.Ala. Mar. 5, 2013) ("[N]o cause of action for unjust enrichment is cognizable where, as here, there is an express contract between the parties."); Kennedy v. Polar-BEK & Baker Wildwood P'ship, 682 So. 2d 443, 447(Ala. 1996) ("[W]here an express contract exists between two parties, the law generally will not recognize an implied contract regarding the same subject matter."). 12 Under the Assignment, SJP predecessor-in-title transferred to Ulysses (then known as Unison) all rights in the Lease, including all rights to payment. The Assignment provides does not provide SJP with any right to payment for utility consumption. SJP's predecessor-in-title's failure to negotiate for a utility reimbursement in the Assignment (or, perhaps, its potential decision to negotiate a higher fee for the assignment) does not give rise to an unjust enrichment claim. As it is, the Assignment, which governs Ulysses and SJP's rights regarding the Lease and Premises, bars any unjust enrichment claim arising out of the subject matter of those Agreements. IV. Conclusion. SJP's sole claim against Ulysses, for unjust enrichment, is meritless. SJP has no evidence to support any of the elements of an unjust enrichment claim. Alternatively, any unjust enrichment claim is barred because the subject matter of that claim — rights to payment arising out of the Lease — is the subject of a contract — the Assignment — between the parties. Accordingly, summary judgment is due to be entered in Ulysses' favor and it is due to be dismissed as a party-defendant to this action. 13 /s/ W. Patton Hahn W. PATTON HAHN(HAH 002) SAMUEL C. PIERCE(PIE 032) Attorneys for ULYSSES ASSET SUB II, LLC OF COUNSEL: BAKER,DONELSON,BEARMAN, CALDWELL & BERKOWITZ,P.C. 420 North 20th Street, Suite 1400 Birmingham, Alabama 35203 (205)244-3832 - telephone (205)488-3832 - facsimile Email: scpierce@bakerdonelson.com CERTIFICATE OF SERVICE I hereby certify that the foregoing was served upon the parties listed below via the Court's electronic filing system on January 31, 2018. Bryan M. Knight Joseph A. Fawal Knight Johnson, LLC Fawal & Spina 1 360 Peachtree Street NE, Suite 1 330 21st Way South, Suite 200 1 201 Birmingham, Alabama 35205 Atlanta, Georgia 30309 Michael P. Kohler William H. Morrow Miller & Martin, PLLC Lightfoot, Franklin & White, LLC 1 180 West Peachtree Street NW, The Clark Building Suite 2100 400 North 20th Street Atlanta, Georgia 30309 Birmingham, Alabama 35203 /s/ W. Patton Hahn OF COUNSEL 14 EXHIBIT 1 LESSEE Site Name: PICKWICK HOTEL LESSEE Market No. 100041 LESSEE Location No. 170596 DOC ft -BRA9-26-97 BUILDING AND ROOFTOP LEASE AGREEMENT This Agreement, made this day of, 20034, between PICKWICK INVESTMENTS, LLC, with an office located at 1023 20" trees ufh, Birmingham, Alabama 35205, Tax ID # 630910800, hereinafter designated LESSOR and CELLCO PARTNERSHIP, a Delaware General Partnership, d/b/a Verizon Wireless, with its principal offices at 180 Washington Valley Road, Bedminster, New Jersey 07921, hereinafter designated LESSEE. The LESSOR and LESSEE are at times collectively referred to hereinafter as the "Parties" or individually as the "Party". WITNE,SSETH In consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Parties hereto agree as follows: LEASE AGREEMENT 1. PREMISES. LESSOR hereby leases to LESSEE Five Hundred Thirty Seven (537) square feet on the roof of the property at 1023 20th Street South, Birmingham, Alabama,(the entirety of LESSOR's property is referred to hereinafter as the "Property") as shown in Exhibit "A" attached hereto and made a part hereof together with the non-exclusive right for ingress and egress for the purpose of installation and maintenance of the demised premises during normal business hours, except in the case of emergency, in which case LESSEE shall have access to the demised premises seven (7) days a week, twenty-four (24) hours a day, which roof space and access are collectively referred to hereinafter as the "Premises". Furthermore, routine maintenance on the Premises shall only be performed by the LESSEE or its authorized agents or representatives between the hours of 10:00 a.m. and 4:00 p.m. LESSOR also grants to the LESSEE the right and sufficient space for the installation and maintenance of wires, cables, conduits and pipes as shown in Exhibit "A" running from the leased floor space to the leased roof space. 2. TERM; ELECTRICAL. This Agreement shall be effective as of the date of execution by both parties, provided, however, the initial term shall be for five (5) years and shall commence on the Commencement Date (as hereinafter defined), at which time rental payments will be due at an annual rental of Twenty-Two Thousand Eight Hundred and 00/100 Dollars ($22,800.00), to be paid in equal monthly installments of One Thousand Nine I lundred and 00/100 Dollars ($1,900.00) on the first day of the month, in advance, to Pickwick Investments, LLC, 1023 20th Street South, Birmingham, Alabama 35205, or to such other person, firm or place as the LESSOR may, ftom time to time, designate in writing at least thirty (30) days in advance of any rental payment date. The Commencement Date is defined as the first (1st) day ofthe month following the date this Agreement is executed by the Parties or the first(1st) day of the month following the date LESSEE is granted a building permit by the governmental agency charged with issuing such permits, whichever event occurs first, however, in no event shall the Commencement Date be later than July 1, 2006. LESSEE shall furnish and install an electrical submeter at the Premises for the measurement ofelectrical power used by LESSERs installation. If LESSEE is unable to install an electrical submeter, LESSEE shall pay for its own power consumption used thirty(30)days after receipt of an invoice from LESSOR indicating the usage amount. 3. EXTENSIONS. This Agreement shall automatically be extended for four(4)additional five (5)year terms unless the LESSEE terminates it at the end of the then current term by giving the LESSOR written notice of the intent to terminate at least six (6) months prior to the end ofthe then current term. 4. EXTENSION RENTALS. Beginning on the first anniversary of the Commencement Date, and occurring on each subsequent anniversary, LESSEE agrees to increase the annual rental amount by three percent(3%) over the previous year's rental amount throughout the Initial Term and any Renewal Tenn, 5. ADDITIONAL EXTENSIONS. If at the end of the fourth (41h)five (5) year extension term this Agreement has not been terminated by either Party by giving to the other written notice of an intention to terminate it at least three (3) months prior to the end of such term, this Agreement shall continue in force upon the same covenants, terms and conditions for a further term of five (5) years and for five (5) year terms thereafter until terminated by either Party by giving to the other written notice of its intention to so terminate at least three(3) months prior to the end of such term. Annual rental for each such additional five (5) year term shall be equal to 115% of the annual rental payable with respect to the immediately preceding five (5) year term. 6. USE; GOVERNMENTAL APPROVALS. LESSEE shall use the Premises for the purpose of constructing, maintaining and operating a communications facility and uses incidental thereto, LESSEE will maintain the leased portion of the roof in a weather tight condition, All improvements shall be at LESSEE's expense and the installation of all improvements shall be at the discretion and option of the LESSEE. LESSEE shall have the right to replace, repair, add or otherwise modify its equipment or any portion thereof, whether the equipment is specified or not on any exhibit attached hereto, during the term of this Agreement. The LESSEE shall not make unreasonable noise arid shall perform all ordinary servicing, alterations or construction during reasonable business hours, and shall not engage in any activity which affects the quiet enjoyment of other tenants to the Building. LESSEE will maintain the Premises in good condition, reasonable wear and tear excepted. The LESSEE shall be responsible for any damage caused to the roof and other property of the LESSOR by its operations, ordinary wear and tear, and casualty not occasioned by the LESSEE excepted. If such damage occurs and if the LESSEE fails to make appropriate repairs within a reasonable period of time, the LESSEE shall pay to the LESSOR, in addition to any damages, reasonable expenses of repair and collection, including attorney's fee and costs. In the event any subcontractors arc used to perform heavy equipment construction or crane services, LESSEE will make reasonable efforts to use Union subcontractors to perform all such construction on the Premises. Title to the LESSEE's equipment shall by held by LESSEE. LESSOR will maintain the Property around the Premises, excluding the Premises, in good condition, reasonable wear and tear excepted, It is understood and agreed that LESSEE's ability to use the Premises is contingent upon its obtaining after the execution date of this Agreement all of the certificates, permits and other approvals (collectively the "Governmental Approvals") that may be required by any Federal, State or I,ocal authorities as well as a satisfactory building structural analysis which will permit LESSEE use of the Promises as set forth above. LESSOR shall reasonably and at no cost to LESSOR cooperate with LESSEE in its effort to obtain such approvals and shall take no action which would adversely affect the status of the Property with respect to the proposed use thereof by LESSEE. In the event that any of such applications for such Governmental Approvals should be finally rejected or LESSEE determines that such Governmental Approvals may not be obtained in a timely manner or any Governmental Approval issued to LESSEE is canceled, expires, lapses, or is otherwise withdrawn or terminated by a governmental authority or that the LESSEE determines that the site is no longer technically compatible for its use or that LESSEE, in its sole discretion, will be unable to use the Premises for its intended purposes, LESSEE shall have the right to terminate this Agreement. Notice of the LESSEE's exercise of its right to terminate shall be given to LESSOR in writing by certified mail, return receipt requested, and shall be effective upon the mailing of such notice by the LESSEE. All rentals paid to said termination date shall be retained by the LESSOR. Upon such termination, this Agreement shall become null and void and the Parties shall have no further obligations including the payment of money, to each other. 7. INDEMNIFICATION. Each Party shall indemnify and hold the other harmless against any claim of liability or loss from personal injury or property damage resulting from or arising out of the use and occupancy of the Premises or the Property by the Party, its servants or agents, excepting, however, such claims or damages as may be clue to Or caused by the acts or omissions of the other Party, or its servants or agents. 8. INSURANCE, The Parties hereby waive any and all rights of action for negligence against the other which may hereafter arise on account of damage to the premises or to property, resulting from any fire, or other casualty covered by standard fire insurance policies with extended coverage, LESSOR and LESSEE each agree that at its own cost and expense, each will maintain comprehensive general liability and property liability insurance with 04/04/06 444538 2 liability limits of not less than $1,000,000 for injury to or death of one or more persons in any one occurrence and $500,000 for damage or destruction to property in any one occurrence. 9. INTERFERENCE. LESSEE agrees to have installed radio equipment of the type and frequency which will not cause measurable interference to the equipment existing as of the date this Agreement is executed by the Parties including normal electronic appliances or reception ofradio or television signals of the LESSOR or other LESSEEs of the Property, In the event LESSEE's equipment causes such interference, and after LESSOR has notified LESSEE of such interference, LESSEE will take all steps necessary to correct and eliminate the interference. LESSEE agrees to cooperate with all present and future LESSEES as reasonably necessary to prevent interference. LESSEE specifically understands and agrees that LESSOR may lease other portions (other than the Premises) of the roof to other tenants for the reception and transmission of communication signals so long as such future tenants do not install equipment that interferes with LESSEE's equipment. The Parties acknowledge that there will not be an adequate remedy at law for non-compliance with the provisions of this paragraph and therefore, either Party shall have the right to specifically enforce the provisions of this paragraph in a court of competentjurisdiction. 10, REMOVAL UPON TERMINATION, LESSEE, upon termination of the Agreement, shall, within ninety (90) days, remove its equipment, fixtures and all personal property and restore the Premises to its original condition, reasonable wear and tear excepted. LESSOR agrees and acknowledges that all of the equipment, fixtures and personal property of the LESSEE shall remain the personal property of the LESSEE and the LESSEE shall have the right to remove the same, whether or not said items are considered fixtures and attachments to real property under applicable law. If such time for removal causes LESSEE to remain on the Premises after termination of this Agreement, LESSEE shall pay rent at the then existing monthly rate or on the existing monthly pro-rata basis if based upon a longer payment term, until such time as the removal of the building, antenna structure, fixtures and all personal property are completed. 1 1. RIGHTS UPON SALE. Should the LESSOR, at any time during the term of this Agreement, decide to sell all or any part of the Property to a purchaser other than LESSEE, such sale shall be subject to this Agreement and LESSEE's rights hereunder. 1 2. QUIET ENJOYMENT, LESSOR covenants that LESSEE, on paying the rent and performing covenants shall peaceably and quietly have, hold and enjoy the Premises. 13. TITLE. LESSOR covenants that LESSOR is seized of good and sufficient title and interest to the Property (subject to matters of record) and has full authority to enter into and execute this Agreement. LESSOR further covenants that there are no other unrecorded liens, judgments or impediments of title on the Property, or affecting LESSOR'S title to the same, and that there are no unrecorded covenants, easements or restrictions which prevent the use of the Premises by the LESSEE as set forth above, 14. INTEGRATION. It is agreed and understood that this Agreement contains all agreements, promises and understandings between the LESSOR and LESSEE and that no verbal or oral agreements, promises or understandings shall be binding upon either the LESSOR or LESSEE in any dispute, controversy or proceeding at law, and any addition; variation or modification to this Agreement shall be void and ineffective unless made in writing signed by the Parties. In the event any provision of the Ageement is found to be invalid or unenforceable, such finding shall not effect the validity and enforceability of the remaining provisions of this Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have the right to enforce such rights at any time and take such action as may be lawful and authorized under this Agreement, either in law or in equity. 15. GOVERNING LAW, This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State in which the Property is located. 04/04/06 444538 3 16, ASSIGNMENT. This Agreement may be sold, assigned or transferred by the LESSEE without any approval or consent of the LESSOR to the LESSEE's principal, affiliates, subsidiaries of its principal or to any entity which acquires all or substantially all of LESSEE's assets in the market defined by the Federal Communications Commission in which the Property is located by reason of a merger, acquisition or other business reorganization. As to other parties, this Agreement may not be sold, assigned or transferred without the written consent of the LESSOR, which such consent will not be unreasonably withheld or delayed. 17. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by commercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed as follows (or any other address that the Party to be notified may have designated to the sender by like notice): LESSOR: Pickwick Investments, LLC 1023 201h Street South Birmingham, Alabama 35205 LESSEE: Celle° Partnership d/h/a Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attention: Network Real Estate Notice shall be effective upon mailing or delivering the same to a commercial courier, as permitted above. 1 8. SUCCESSORS, This Agreement shall extend to and bind the heirs, personal representative, successors and assigns of the Parties hereto. 1 9. SUBORDINATION AND NON-DISTURBANCE. At LESSOR's option, this Agreement shall be subordinate to any mortgage or other security interest by LESSOR which from time to time may encumber all or part of the Property or right-of-way; provided, however, every such mortgage or other security interest shall recognize the validity of this Agreement in the event of a foreclosure of LESSOR's interest and also LESSEE's right to remain in occupancy of and have access to the Premises as long as LESSEE is not in default of this Agreement. LESSEE shall execute whatever instruments may reasonably be required to evidence this subordination clause. In the event the Property is encumbered by a mortgage or other security interest, the LESSOR immediately after this Agreement is executed, will use commercially reasonable efforts to obtain and furnish LESSEE a non-disturbance agreement for each such mortgage or other security interest in recordable form. In the event the LESSOR defaults in the payment and/or other performance of any mortgage or other security interest encumbering the Property, LESSEE, may, at its sole option and without obligation, cure or correct LESSOR's default and upon doing so, LESSEE shall be subrogaled to any and all rights, titles, liens and equities of the holders of such mortgage or security interest and the LESSEE shall be entitled to deduct and setoff against all rents that may otherwise become due under this Agreement the sums paid by LESSEE to cure or correct such defaults, 20. RECORDING. LESSOR agrees to execute a Memorandum of this Lease Agreement which LESSEE may record with the appropriate Recording Officer, The date set forth in the Memorandum of Lease is for recording purposes only and bears no reference to commencement of either term or rent payments. 21, DEFAULT. In the event there is a default by the LESSEE with respect to any of the provisions of this Agreement or its obligations under it, including the payment of rent, the LESSOR shall give LESSEE written notice of such default. After receipt ofsuch written notice, the LESSEE shall have fifteen (15) days in which to cure any monetary default and thirty (30) days in which to cure any non-monetary default, provided the LESSEE shall have such extended period as may be required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and the LESSEE commences the cure within the thirty (30) day period and thereafter 04/04/06 444538 4 continuously and diligently pursues the cure to completion, The LESSOR may not maintain any action or effect any remedies for default against the LESSEE unless and until the LESSEE has failed to cure the same within the time periods provided in this paragraph. If LESSEE defaults and fails to cure, all of the rent for the remainder of the then current term shall, at LESSOR's option, become immediately due and payable, In addition to LESSOR's rights and remedies under applicable law, LESSOR may terminate this lease upon LESSEE's default and the passing of the applicable cure period if LESSEE has not reasonable cured such default, by giving thirty (30) days notice. LESSEE agrees to pay all of LESSOR's reasonable costs and expenses, including reasonable attorneys' tees incurred in enforcing this lease, 22, ENVIRONMENTAL. a, LESSOR will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way related to activity now conducted in, on, or in any way related to the LESSOR's use of the Property, unless such conditions or concerns are caused by the activities ofthe LESSEE. b. LESSEE will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are in any way related to activity now conducted in, on, or in any way related to LESSEE's use of the Premises, unless such conditions or concerns are caused by the activities of the LESSOR. c. LESSOR shall hold LESSEE harmless and indemnify the LESSEE from and assume all duties, responsibility and liability at LESSOR's sole cost and expense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is in any way related to: a) LESSOR's failure to comply with any environmental or industrial hygiene law, including without limitation any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, unless such compliance results from conditions caused by the LESSEE; and b) any environmental or industrial hygiene conditions arising out of or in any way related to the LESSOR's use of the Property or activities conducted thereon, unless such environmental conditions are caused by the LESSOR's use ofthe Property. d. LESSEE shall hold LESSOR harmless and indemnify the LESSOR from and assume all duties, responsibility and liability at LESSEE's sole cost and expense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is in any way related to: a) failure to comply with any environmental or industrial hygiene law, including without limitation any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, unless such compliance results from conditions caused by the LESSOR; and b) any environmental or industrial hygiene conditions arising out of or in any way related to LESSEE'S use of the Premises or activities conducted thereon, unless such environmental conditions are caused by the LESSOR. 23. CASUALTY. In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within forth-five (45) days following same or, if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt LESSEE's operations at the Premises for more than forty-five (45) days, then LESSEE may at any time following such fire or other casualty, provided LESSOR has not completed the restoration required to permit LESSEE to resume its operation at the Premises, terminate this Lease upon fifteen (15)days written notice to LESSOR, Any such notice of termination shall cause this Lease to expire 04/07/06 444538 5 with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Lease and the parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Lease. Notwithstanding the foregoing, all rental shall abate during the period of such fire or other casualty. 24. CONDEMNATION. In the event of any condemnation of the Property, LESSEE may terminate this Lease upon fifteen (15) days written notice to LESSOR if such condemnation may reasonably be expected to disrupt LESSEE's operations at the Premises for more than forty-five (45) days, LESSEE may on its own behalf make a claim in any condemnation proceeding involving the Premises for losses related to the antennas, equipment, its relocation costs and its damages and losses (but not for the loss of its leasehold interest). Any such notice of termination shall cause this Lease to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Lease and the parties shall make an appropriate adjustment as of such termination date with respect to payments due to the other under this Lease. 25. SUBMISSION OF LEASE. The submission of(his Lease for examination does not constitute an offer to lease the Premises and this Lease becomes effective only upon the toll execution of this Lease by the Parties. If any provision herein is invalid, it shall be considered deleted from this Lease and shall not invalidate the remaining provisions of this Lease. Each of the Parties hereto warrants to the other that the person or persons executing this Lease on behalf of such Party has the full right, power and authority to enter into and execute this Lease on such Party's behalf and that no consent from any other person or entity is necessary as a condition precedent to the legal effect of this Lease. 26. APPLICABLE LAWS. LESSEE shall use the Premises as may be required or as permitted by applicable laws, rules and regulations. LESSOR agrees to reasonably cooperate with the LESSEE regarding any compliance required by the LESSEE in respect to its use of the Premises, 27. SURVIVAL. The provisions of the Agreement relating to indemnification from one Party to the other Party shall survive any termination or expiration of this Agreement. Additionally, any provisions of this Agreement which require performance subsequent to the termination or expiration of this Agreement shall also survive such termination or expiration. 28. CAPTIONS. The captions contained in this Agreement arc inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction or interpretation of the Agreement. 29. The LESSOR. shall have the right to show said Premises to prospective purchasers at any reasonable time during the term hereof and the right to show the Premises to prospective tenants during the last year of each term hereof so long as neither LESSOR's representative nor any prospective purchaser disturb LESSEE's equipment in any way. 30, LESSEE agrees to cooperate with LESSOR in connection with any repairs or replacement of the roof, including temporary relocation of its equipment at no cost to LESSOR, so long as such relocation allows LESSEE to maintain the same level of courage, allows for no interruption in the service provided by LESSEE, and occurs no more than once per five(5) year term. 31. LESSEE agrees that it will not puncture the roof 32. LESSEE may not install or use a generator or Mel storage tank. 33. LESSEE agrees that only one telecommunication provider or company may operate from the Premises at any one time. 34. LESSEE shall be responsible for all ad valorem taxes directly related to any of LESSEE's improvements on the Premises, 04/04/06 444538 6 IN WITNESS WHEREOF,the Parties hereto have set their hands and affixed their respective seals the day and year first above written. LESSOR: Pickwick Investments, LLC BY: 11'S: BY: • rrS: tiNailtivk permAtt'gaNY- LESSEE; Celle° Partnership d/b/a Verizon Wi.relc BY; Hans F. Leutenegger Area Vice President — Network — South Area NA-A(3,6u WITNESS t)J 444467.1 04/07/06 444538 7 Exhibit A (Sketch ofProperty) 04/04/06 444538 8 E 5 E E 1,0*«DlieBW, n Crert. orrl+, FLC, ' D NOTE eL7Irr (We Jrry) ALTO. 11=1. Py. Warm, 1Tit otabo,I sc~y oatoa.ro 2....1Dote e. Ite;bed Ittalo mop PI' +LK 27,on.t. ra, 0101,41,318C, .1140, [can on de, cn .leforkay 1,s9 45 move,a., werg ar, IS. WI' c. •,•titt /two, one., ft. rttoptrarrorlt. wont Itt•d t1tO cas 4.4rax Pcore otevtten 0,1,, et, to root. 1,,ILACcarat, 14,C 0>K10.Ett \.),B A 11 OEM,. LP(ICtr ear /Orr a- 508V67CRS CERTIFICATION J," pm, 1.7 29,r, t • L2 5 0-11,,rr, 0 MOP, ! 4 I. 4 2,11-44 Mott:t-ort.nor 141197W uvr, ruir Inot W. n,P accorcknno oith .td t1, 4, T1°T Stcniatrt Zotel Rocoolterreott lor ALTIOC2.1 loccr Arm., E Lootepottot PROFESSIONAL r Sane," jiggly =WK... clad attopto0 ty KS+ 1.05 1099. ad SW...Silt llot, 7-, 10-12 a Lb Von,. E7.77,99, Itto Psdatt> Skottlarata aa 4,3.0 by SR".ell, .4124,,41, 27r, 4. no..1 cltect it. tobt of ttri urt~ed 1.114r cv0p4C •S`b corGT• LYt • co vs, noltroarorront• seta mono In acctottorsco 4,1 rho "1,,,trrt we, Cirtanco. 09,7. 9,7,97,, 1. 1., ElMorka UK, FU. ?me' VV,0,>' "= -. 3 P.ILF—rr LL. 1" -) 440E14.4. A 751r 62, TOP AMIN. El- .9.7' 4.1.9ott-, Ittopotored ILo 1075.3 ElitRad.WITENILO EL 724., asTnni, ANTENNO CI- 111.T LOS 14 2442,, V P9411-10LI lt.24 0,5,5, V L., N 46.03. 02, . L N,C P.ORNtEl El. 72,9 rOJC-7111t- EL 7,8 Í f .1 .1,55Cf LENT.7,4.42EA - . 4113 t TYPE OF SURVEY lESSES s cu Ft, T SS,. .04.7[3 » 11,1,171 w 7l, dr-47.47,5.5. POOP 1,121,41111, 795.4' 9001,5,4 7,712.19.9(97797) EL 4561. 9111KVICK Haig!. EL,P4A710,V scHMTZTLE '"' E 771.?.. EUCE...TICH NOTES loi, 1 ttre, tto cendu<tod 'et tv.tooro lo o Corrvitmonl 7, T1,:naton.o. 5L~CT's N.TW 70 0,0 .5y Ryt, Inc., 1,4 14. .e....ae. mbo. 499920, e. 2411, cet L. e.rn. .. 4,11,o Re,. 5....r.m, mat. en Ito ground untcr th.c aurnatetak^ ot on Arab... rk, 4:414,4d Lc.r. Sterp.. On al Gold v.-re, tt .tat,..., 33. 21.6. ewtt. rt.. 1,1d, Lobo wo ttordo., tr. tuccept,tre. cr.tricr aric ml •-Lctlers 2 0..,,, drc ›,..., on ....j.l. 1....ct Slett• FIrro Coo,FrAtni MAD 53. or Ir I.P., ottt.ttn In LW. ounnry. J., .444,,,,...: 427,'cc, Ltiot-rotntl oncrow.on-otda or bald, tountlarbro tree rmrantront et taco., aa a parr cl trit sun, tonlvat atar* 41.4.1. Imo. c.,r:Pa ®,,,.,=.1 ...., . tiocorna r,... ^...,npany et r7,77ne, /n Pe, 197:47 26771. net Iced, vn4-st ....11.../......4 Ytoont +2r Na 4. Bec,,,,,, 4n..4 4 o cl.,-,tatt .........,.,.1.3 •nt boom 2:.. 55 Cdutn tt,t1, on at 007.-,,,, Cs,,,,, /-tatoma. Can rod 411ac1,,,,, 777000', ia rot 9,9500, 9777.797T, 97, 763 fa,. 7",23,..7 77,779,7 MD .2,14. 0,47 77..,,,, 77,e 94 anc, 7,7,97,,..77,77 teo......_ Deootta.rat áToen ate WI tort KT] t,lo 1.,3 liAlt, 50. 1 itklo vt,roy eel ere, rvel,1 ror 1. o.,..... o,n *oaf!, Strtary an', cl, le 9.91. C 1 E.,,,,ow [9,7,,,, a.74, rototntonl at roc,.., in Re, er'... TS, Ptt, 42, .too,... 4‹,,,,,,,..., htTlitcalbot ta d:trootte In.a "'R..,.,, t.,ort,.. tncr, ottt-t-t:44,1,, t '"' art a,...tat. »to oittor •,...lcr tot,ty.., . t'ob., .t tt‹,, .rn ., co rererdeal 41 P.., tlot. 315., Itntgo 515 (be rntr aflect 5.. Mont., It ...4 I. th.• .ó.á7,7 1.72a JtorTy etr.,,,e0 k ttortga, t.trotc.to è net 4......... 1.mnay... ..,x• du., to toocd,,,..n. T•to .I. ter teen,fe cenottorotten who,. 12.1,,,..g occted Caen., a.. 5...tat I5re.arrcr.1 by 4..1.. Toto twrta,..1... 4.c.4 vattro-ce la e Cemertrnere ler /erwreer preps,. by MITE. TO, ots.tEN G atJ.. LEO,SC .E.A5 • 5,4, FJ, - No•-10,to. lt,t,ne_rt,n. 3 hew Yr.r. Pettno,, T` ro. No. T`,7.5,Ktat.. eat. Mary O., 204 4 a.L.0 • . C2,97-1,,,79,7nern -arnett 2.313/1491. or, era w rtra,ee in 6L,6,.0. tkct, b, Itta Cotattolk Co,e.r.otaa and Ito deratlan ottrton,or tto 77, net 99,9,, Ter w ore cI U. 1.c.cr Ls*,972119 tc 9742777 e./.- 15 lid 9..yttatkily oM Ia • •crn. the rntlo per pert/ CtoPo.ty M1. 0/- 2 Soot <OA 4-conatT1 NA 1,t).. blank, in rtotton, Ilatettert naLt 77177,77 9. So-7, a* 9.7,o can,,, In 9, 14,1111,1 er, 97.147 Cp, at 2727,7,9,177, el Kean, >2, .4 6 0...3 rat cl/t, ruortat, tot a ato 9,77 t.n, 1 71, P412 too, hog prte,e c, 1797 Ina 7,77 922-ram .0 11,3oo (1915..o) 97.4 7797, 1901 areca nek .98, 10 a099,777 77.,, 11, .9,7,4 9,1 91 1,4 num.,' of 1,..tera ltotars. en 7,7 ca a at, in Ita.ti ttng,, rtoK Votyend picnvicK HOTEL SEC. 1, T-18-S, R-3-W JEFFERSDN COUNTY,foLAPodC,IN EXHIBIT 2 1\11\1161\61\1\011110 2 LR20104002 1/14 0t0031100026 10 Pg:20031 County,Plabama Bk: efferson instrument filed on: J certify this AN p King I 111/2010 1050,34 L. 0 Probate- Plan Judy of Prepared by: Robert W. Mouton Locke Lord Bissell & Liddell LLP 601 Poydras Street, Suite 2660 New Orleans, LA 70130 File: #0590924/03586 Record and Return to: Kathy Markalinski First American Title Insurance Company National Commercial Services 12751 New Brittany Blvd., Suite 401 Fort Myers, Florida 33907 Phone: 1.800.585.2906 Fax: 1.239.938,8885 FAT1CO: #NCS-427602-FTM Unison Site: #302772 WIRELESS COMMUNICATION EASEMENT AND ASSIGNMENT AGREEMENT "ROOFTOP" THIS WIRELESS COMM1LN CATION EASEMENT AND ASSIGNMENT AGREEMENT ("Agreement") is made as of the ? day of, 2010 ("Effective Date"), by and between Five Points Hospitality of Birmingham, LLC, a Georgia limited lability company, whose address is 1820 Water Place, Suite 180, Atlanta, Georgia 30339 ("Site Owner") and T6 Unison Site Management LLC, a Delaware limited liability company, whose address is P. 0. Box 1951, Frederick, Maryland 21702-0951 ("Unison"), All references hereafter to "Unison" and "Site Owner" shall include their respective heirs, successors, personal representatives, lessees, licensees and assigns (Unison and Site Owner, collectively, "Parties"), RECITALS WHEREAS, Site Owner is the owner of that certain building and property (collectively, the "Property") located in the City of Birmingham, and County of Jefferson, in the State of Alabama, having a street address of 1 023 20`h Street South, Birmingham, Alabama 35203, and which Property is more particularly described on Exhibit A attached hereto. NOW,THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars and other good and valuable consideration, the receipt and sufficiency of which Site Owner does hereby acknowledge and grant Unison full discharge and acquittance therefor, Site Owner and Unison agree to the following: I. Grant of Easement. (a) Site Owner grants, bargains, sells, transfers and conveys to Unison: NO:0590924/03586:138956vl (i) an exclusive easement in, to, under and over the building portion of the Property substantially as shown and/or described on Exhibit B-1 ("Communication Easement") for the transmission and reception of any and all wireless communication signals and the construction, maintenance, repair, replacement, i mprovement, operation and removal of towers, antennas, buildings, fences, gates, generators and related facilities (collectively, "Facilities") and any related activities and uses including those necessary for Unison to comply with its obligations under the agreements listed on Exhibit C ("Existing Agreements") together with the right to enter the Property and access the Easements described below, without notice to Site Owner, twenty-four (24) hours a day, seven (7) days a week, as may be required in connection with the activities and uses described in this Agreement, and (ii) a non-exclusive easement in, to, under and over portions of the Property substantially as shown and/or described on Exhibit B-2("Access and Utility Easements;" Communication Easement and Access and Utility Easements, collectively "Easements") for ingress and egress to and from the Communication Easement and a publicly dedicated roadway, and for the installation, repair, replacement, improvement, maintenance and removal of utilities providing service to the Communication Easement and the Facilities, and any related activities and uses; and a non-exclusive easement in, to, and under and over portions of the Property for ingress and egress to building risers, conduits, shafts, raceways or other designated space to connect the telecommunications equipment to other locations in the building as is necessary to install wiring, electronic equipment and other personal property to support and maintain the Facilities. (h) The Parties agree that the Communication Easement includes, without limitation, (i) the portion of the Property leased by Site. Owner under the Existing Agreements, and (ii) the portion of the Property upon which any Facilities are located on the Effective Date. The Parties acknowledge and agree that the Easements are intended to be appurtenant to any and all leases described on Exhibit C hereof, 2. Assignment of Existing Agreements, Site Owner transfers and assigns to Unison, as-of the Effective Date, all of its right, title and interest in, to and under the Existing Agreements, including without limitation, all rents, security deposits and other monies due the Site Owner specified therein, The Parties intend that this Agreement serve as an absolute assignment and transfer to Unison of all rents and other monies due the Site Owner pursuant to the Existing Agreements. Unison assumes the obligations and liabilities of Site Owner under the Existing Agreements only to the extent that such obligations and liabilities (i) are not the responsibility of the Site Owner pursuant to the terms of this Agreement; and (ii) accrue on or after the Effective Date, 3. Use of Easements. Consistent with the uses set forth in Section 1 above, Unison shall have the unrestricted right to lease, l icense, transfer or assign, in whole or in part, or permit the use of the Easements and/or its rights under this A greement by any third parties including communication service providers or tower owners or operators, and any lessee or l icensee under the Existing Agreements and the affiliates, agents, contractors, invitees and employees of Unison and/or Unison's present or future lessees or licensees (collectively, "Customers"). 4, Term, This Agreement and the Easements shall be perpetual commencing on the Effective Date, Notwithstanding the foregoing, in the event Unison and Customers voluntarily cease to use the Easements (as defined in Section 1) for a period of more than five years (for reasons other than casualty, condemnation or Act of God), the Easements shall be deemed surrendered. Unison may surrender the Easements for any reason or at any time by giving thirty (30) days' notice to Site Owner, Upon surrender, this Agreement shall be terminated, and Unison and Site Owner shall execute and record such documents reasonably required to terminate the Easements. This Agreement m ay not be terminated by Site Owner, 5. Improvements; Utilities. Unison and its Customers, may, at their discretion and expense, construct such i mprovements in, to, under and over the Easements, consistent with the uses specified in Section 1, all of which shall be deemed part of the Facilities. The Facilities shall remain the property of Unison and its Customers, as applicable, and Site Owner shall possess no right, title or interest therein. In the event that utilities necessary to serve the Facilities cannot be installed within the Easements, Site Owner agrees to cooperate (at no cost to Site Owner) with Unison and to act reasonably and in good faith in granting Unison the right to locate such utilities on the Property 2 N O:0590911/03586:138956v 1 without requiring the payment of additional fees, If necessary, Site Owner shall, upon Unison's request, execute and record a separate written easement with Unison or with the utility company providing the utility service to reflect such right. Site Owner hereby irrevocably constitutes and appoints Unison as its true and lawful attorney-in-fact, with hill power of substitution and resubstitution, to apply for and obtain any and all licenses, permits, consents or approvals which may be required in connection with the use of the Easements by Unison and as necessary to comply with applicable laws, statutes or regulations. 6. Taxes. Site Owner acknowledges that a portion of the purchase price delivered by Unison to Site Owner is for and in consideration of the continuing obligation of Site Owner to pay, on or before the due date, all present and future real property taxes, transfer taxes, penalties, interest, roll-back or additional taxes, sales and use taxes and all other fees and assessments, regardless of the taxing method (the "Taxes") attributable to the Property, this Agreement and the Easements, Without limiting the foregoing, except to the extent Taxes arc the obligation of tenants under the Existing Agreements, Site Owner shall be solely responsible for the payment of such Taxes, Within ten (10) days of receiving a request from Unison, Site Owner shall furnish to Unison a copy of each bill for any such Taxes and evidence of Site Owner's payment of such bill. In the event that Site Owner fails to pay any Taxes when due, Unison shall have the right, but not the obligation, to pay such Taxes on behalf of Site Owner. Site Owner shall reimburse U nison for the full amount of such Taxes paid by Unison on Site Owner's behalf within five (5) business days of Site Owner's receipt of an invoice front Unison. 7, Building Property Maintenance and Access, Site Owner agrees to maintain the Property. Without limiting the foregoing, except to the extent maintenance is the obligation of tenants under the Existing Agreements, Site Owner shall be solely responsible for the maintenance of the building, or any other portion of the Property. Site Owner agrees to provide Unison and its Customers access to and from the Easements and all other space in the building and Property consistent with the grant of the Easements set forth in Section 1 above, twenty-four (24) hours a day, seven (7) days a week. 8. Representations: Other Covenants of Site Owner, Site Owner represents, warrants and agrees that: (a) it is the legal owner of indefeasible and marketable title to the Property with the right, power and authority to enter into this Agreement and to grant the Easements to Unison, and any consents and authorizations required in connection with the execution and delivery of this Agreement have been obtained;(b) except for the Existing Agreements and as disclosed on Exhibit U, no leases, mortgages, deeds of trust or other encumbrances affect the Property as of the Effective Date; (c) Site Owner will comply with all governmental laws, rules and regulations applicable to the Property; (d) Site Owner has delivered to Unison true, correct and complete copies of the Existing Agreements, and, to Site Owner's best knowledge, no party is in default of any of their respective obligations under the Existing Agreements; (c) no party under the Existing Agreements has advised of any intention to exercise, nor have they exercised, any right of early termination set forth in its Existing Agreements, and further, no party has requested a reduction in the rental amount or escalator due under the Existing Agreements;(1) as of the Effective Date, Site Owner shall not, without the prior written consent of Unison, amend or modify the Existing Agreements in any respect or exercise any rights granted by Site Owner to Unison under this Agreement, including, without limitation, any and all rights and remedies of Site Owner under the Existing Agreements; (g) notwithstanding anything to the contrary in this Agreement, Site Owner shall comply with all obligations of the lessor under the Existing Agreements, which relate to the use, ownership and operation of Property; and (h) Site Owner shall not use nor permit its affiliates, licensees, invitees or agents to use any portion of the Property or any other property owned or controlled by Site Owner, either directly, indirectly or by action or inaction, in a manner which in any way could result in default of the Existing Agreements or otherwise interfere with the operations of Unison and/or any Customers, 9, Environmental Covenants and Indemnity. Site Owner represents that it has not permitted or engaged in the use of, and has no knowledge of, any substance, chemical or waste (collectively "Substance") located on, under or about the Property that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation. Neither Site Owner nor Unison will introduce or use any such Substance on, under or about the Property in violation of any applicable law or regulation. No underground storage tanks for petroleum or any other Substance, or underground piping or conduits, are or have previously been located o❑ the Property, and no asbestos--containing insulation or products containing PCB or other Substances have been placed anywhere on the Property by Site Owner or, to Site Owner's knowledge, by any prior owner or user of the Property, Site Owner and Unison shall each defend, indemnify, protect and hold the other party harmless from and against all claims, costs, fines, judgments and l iabilities, including attorney's fees and costs, arising out of or in connection with the presence, storage, use or 3 10:0590924/03586:138956v1 disposal of any Substance on, under or about the Property caused by the acts, omissions or negligence of the indemnifying party and their respective agents, contractors and employees, The foregoing indemnity shall survive any termination of this Agreement. 1 0. General Indemnity. In addition to the Environmental Indemnity set forth above, Site Owner and Unison shall each indemnify, defend and hold the other harmless against any and all costs (including reasonable attorney's fees) and claims of liability or loss arising (a) due to the breach of any representation, warranty or covenant of such indemnifying party set forth herein; and (b) out of the use and/or occupancy of the Property and Easements by the indemnifying party. This indemnity shall not apply to any claims to the extent arising from the gross negligence or intentional misconduct of the indemnified party. 1 1. A ssignment: Secured Parties. Unison has the unrestricted right to assign, mortgage or grant a security interest in all of Unison's interest in and to this Agreement and the Easements, and may assign this Agreement and the Easements to any such assignees, mortgagees or holders of security interests, including their successors and assigns ("Secured Party" or, collectively, "Secured Parties"), Site Owner agrees to notify Unison and Secured Parties (provided Unison has given Site Owner notice and contact information of Secured Parties) simultaneously of any default by Unison and give Secured Parties the same right to cure any default. If a termination, disaffirmation or rejection of this Agreement shall occur, pursuant to any laws (including any bankruptcy or insolvency laws), Site Owner will notify Secured Parties (provided Unison has given Site Owner notice and contact information of Secured Parties) promptly and Site Owner shall enter into a new easement agreement with any such Secured Parry upon the same terms of this Agreement, without requiring the payment of any additional fees, If any Secured Party shall succeed to Unison's interest under this Agreement, such Secured Party shall have no obligation to cure and no liability for any defaults of Unison accruing prior to the date that such Secured Party succeeds to such interest. Site Owner w ill enter into modifications of this Agreement reasonably requested by any Secured Party. Site Owner hereby waives any and all lien rights it may have, statutory or otherwise, in and to the Easements and/or the Facilities or any portion thereof. 1 2. Estoppl Certificate, At any time during the term hereof, each party shall have the right to deliver to the other a statement of such party certifying: (i) that this Agreement is unmodified and in full force and effect (or, if there have been modifications, stating the modifications and that the modified Agreement is in full force and effect); (ii) whether or not, to the best knowledge of the responding party, the requesting party is in default in performance of any of its obligations under this Agreement, and, if so, specifying each such default; (iii) that there are no amounts due to the responding party from the requesting party; and (iv) any other information reasonably requested concerning this A greement (the "Estoppel Certificate"). In the event the responding party fails to dispute the Estoppel Certificate by delivery to the requesting party of a notice specifying the nature and circumstances of any matter in the Estoppel Certificate that is disputed by the responding party within ten (10) days of receipt of the Estoppel Certificate, then all matters specified in the Estoppel Certificate shall be deemed true and correct, and the Estoppel Certificate shall thereafter be binding on the Parties, Secured Party or any party designated by the requesting party, and all of such parties may thereafter rely on the Estoppel Certificate as a conclusive statement of fact by the responding party as to the matters set forth therein. 1 3. Additional Customers. It is the intent of the Parties to encourage the addition of Customers to the Property throughout and after the term hereof Site Owner hereby irrevocably constitutes and appoints Unison as its true and lawful attorney-in-fact, with full power of substitution and resubstitution to negotiate and consummate leases, licenses and/or other agreements of use with Customers having a duration beyond the term of this Agreement. Site Owner ratifies and acknowledges the right of Unison to enter into such agreements, and the Property and Site Owner will be bound by such agreements throughout and after the termination of this Agreement for any reason, Site Owner acknowledges that all such agreements entered into by Unison shall survive the termination of this Agreement for any reason. Site Owner agrees that it shal l not, directly or indirectly, divert or solicit the business of any of Unison's Customers on behalf of itself or on behalf of any third party. Unison shall have a right of first refusal to acquire, on the same terms and conditions offered by or to a third party, any interest in the Property or any portion thereof being transferred by Site Owner for wireless communication purposes such as described in Section 1 above. Site Owner shall, prior to granting or transferring such interest, notify Unison with a copy of the offer including the price and terms thereof. The foregoing is a continuing right in favor of Unison and shall not be extinguished by Unison's exercise or non-exercise of such right on one or more occasions, Upon the grant or transfer of the Property, or any 4 N O:0590924/03586:138956v I portion thereof, to a third party, Site Owner shall immediately notify Unison in writing of such grant or transfer, with the- name and address of the purchaser. I d. Conde mnation. In the event of any condemnation of the Easements in whole or in part, Unison shall be entitled to file claims against the condemning authority for, and to receive, the value of the portion of the Property so taken on w hich the Easements are located, business dislocation expenses and any other award or compensation to which Unison may be legally entitled. Site Owner hereby assigns to Unison any such claims and agrees that any claims m ade by Site Owner will not reduce the claims made by Unison. 1 5. Cove nant Running with the Land. The provisions of and covenants contained in this Agreement shall run with the land and shall bind and inure to the benefit of the Parties and their respective successors, heirs and/or assigns as their interests may appear. 1 6. Dispute Resolution. (a) If Unison fails to perform any of its obligations under this Agreement, Site Owner agrees to notify Unison and any Secured Parties, provided Unison has given Site Owner notice and contact information of Secured Parties, in writing of any default by Unison, and to give Unison and/or any Secured Parties the right to cure any default within a period of not less than sixty (60) days from Unison's receipt of the written default notice. If Unison or any Secured Parties shall fail to cure any default in accordance with this Section, Site Owner agrees that its only remedies for such default shall be specific performance or damages. Any and all damages for which Site Owner may be compensated is limited to the actual damages of Site Owner and Unison's liability shall be limited to its interest in the Property. In the event that any dispute or claim arises that could impair the use or possession of the Facilities by Unison or its Customers, Unison shall have the right to seek injunctive relief, without the necessity of posting a bond. (0) Except as set forth in Section 16(a), in the event of any dispute arising out of this Agreement, the following dispute resolution process shall be followed: (i) upon a party's written notice of dispute to the other party, an authorized representative of the Site Owner and Unison shall, through a good faith negotiation, attempt to settle a written resolution within thirty (30) days and (h) if such negotiation attempts fail, the dispute shall be submitted by the parties to a mutually agreed upon arbitrator for a binding and final arbitration decision in accordance with the rules of the American Arbitration Association ("AAA") and using the Federal Rules of Evidence and Civil Procedure. In the event the parties are unable to mutually agree to an arbitrator, each party shall select their own arbitrator, and each such arbitrator shall thereafter mutually agree on a third arbitrator, and the majority decision by all such arbitrators shall be final and binding on the parties, Each party shall pay one-half of all arbitrator professional fees and the prevailing party, in any proceedings under this Section 16, shall be entitled to recover all costs incurred in connection therewith, including legal fees. 1 7. Notices. All notices; requests, demands and other communications hereunder shall be in writing and shall be deemed given one (1) business day after posting with a nationally recognized overnight courier service, or the earlier of receipt or ten (10) days after posting by registered or certified mail, return receipt requested, to the addresses of Site Owner and Unison set forth on the signature page, Either party may change its notice address by providing a new recipient name and address by notice as set forth in this paragraph, 1 8. Miscella neous. (a) This Agreement and all Exhibits attached hereto constitute the entire agreement and understanding of Site Owner and Unison with respect to the subject matter of this Agreement, and supersedes all offers, negotiations and any other written or verbal agreements; (b) any amendments to this Agreement must be in writing and executed by both parties; (c) this Agreement is governed by the laws of the State in which the Property is located; (d) if any term of this Agreement is found to be void or invalid, such provision shall be fully severable herefrom and such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect, and this Agreement shall be reformed and construed as if such invalid provision had never been contained herein, and if possible, such provisions shall be reformed to the maximum extent permitted under applicable law to render same valid, operative and enforceable to reflect the intent of the Parties as expressed herein; (e) upon the request of Unison, Site Owner shall execute a Memorandum of this Agreement and such plats or surveys as deemed reasonably necessary by Unison for recordation in the public records of the County in which the Property is located; (f) the paragraph headings of this Agreement have been inserted for convenience of reference only, and shall in no way modify or restrict the terms of this Agreement; (g) Site Owner acknowledges that Unison has not provided any 5 N O:0590924/03586:138956v1 legal or tax advice to Site Owner in connection with the execution of this instrument; and (h) this Agreement may be executed in any number of counterparts, each of which shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same instrument. 1 9. Ins trance.. Unison shall carry and maintain commercial general liability insurance against bodily injury and property damage with minimum limits of One Million and No/100 Dollars ($1,000,000,00) each occurrence and Five M illion and No/100 Dollars (55,000,000.00) general aggregate. The policy shall name Site Owner as an additional insured with respect to liability arising out of Unison's use of the Property. Certificates of insurance showing Site Owner as additional insured, premiums prepaid, shall be deposited with Site Owner upon request and shall contain provision for thirty (30) days notice to Site Owner prior to any cancellation or non-renewal except for ten (10) days notice for non-payment of premium. !SIGNATURE. PAGES TO FOLLOW.] 6 NO:0590924/03586A 38950v 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. WITNESSES: "SITE OWNER": FIVE POINTS HOSPITALTIY OF BIRMINGHAM,:VhieeM. LLC, a Georgia limited liability company Print Name: C--2 By: Long and Cox P,o t.iel y Inc., a Georgia eorporatio its ger Print By: Narne AIME • Ad Title: esic n By: k, Name: U. Title: Secretary Address: 1820 Water Place Southeast City: Atlanta State: Georgia Zip: 30339-2071 Tel: -734)-Q55- 001 -3 Fax: 7 (Cad (Veo,) 7 N O:0590924/03586:138956v1 STATE Of) ss: COUNTY OF c__.)(I? On this .2.,(-) day of >4), Jail,, 2010, before me the undersigned, a Notary Public in and for said County and State, personally tn.)eared, to me personally known, who, being by me duly sworn, did say that he/she is the President ofLong and ax Properties, Joe,, a Georgia corporation, the sole manager of said Five Points Hospitality, of Birmingham, LLC, a Georgia limited liability company; that no seal has been procured by the said limited liability company; that said instrument was signed on behalf of said limited liability company by authority of its Manger and/or embers, and the said President acknowledged the execution of said instrument to be the fr.e act al d deep of sail limited liability company, by it and by hitn/or voluntarily executed. (/4 Not said County and State STATE OF e..0 cc) ss: COUNFY OF C,0,9--).0 On this 17) day of, 2010, before me the undersigned, a Notary Public in and for said CC/linty and State, personally appe tied, to me personally known, w ho, being by me duly sworn, did say that he/she is the Secretary of Long and Cox Properties, Inc., a Georgia corporation, the sole manager of said Five Points Hospitality of Birmingham, LLC, a Georgia limited liability company; that no seal has been procured by the said limited liability company; that said instrument was signed on behalf of said limited liability company by authority of its Manager and/or Members, and the said Secretary acknowledged the execution of said instrument to be the free act and deed of said limited liability company, by it and by him/or voluntarily executecL Pc. HH, ' •1+ ▪ E xp\RL-s - S. N/otaiv Public in and for said County and State Gi&,02,1(.12 .10) i0A. 31 16- f'• -'CJI \14)0-111, ee 8 NO:0590924/03586: 138956v1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. "UNISON": WITNESSES: T UNISON SITE MANAC;E,IN ENT LLC, liabili comp ny B Print -1- Name: -yrock, Holmes uthorized Signatory Print Name Oat-y-r) SivatISR Address: P. O. Box 1951 City: Frederick Maryland Zip: 21702-0951 Tel: (646)452-5455 Fax: (301)360-0635 STATE OF NEW YORK)ss, COUNTY OF NEW YORK On the 16th day of February in the year of 2010, before me, the undersigned, a Notary Public in and for said state, personally appeared James R. Holmes, Authorized Signatory of '16 Unison Site Management LLC, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the individual or the entity upon behalf of which the individual acted, executed the instrument. WITNESS my lyyd and official seal, Signature My Comaission E Tres: Commission Number: STEPHANIE NOVICK Notary Public, State of New York No. 01N05035998 Qualified in New York County Commission Expires Nov, 14, 2010 9 N O:0590924/03586:138956v EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Unit B, In Pickwick Place, a Condominium Development, in the City of Birmingham, Jefferson County, Alabama, as established by that certain Declaration of Condominium of Pickwick Place, a Condominium Development dated September 17, 19& and recorded in October 25, 1985, in Real Volume 2794, page 413, in the Probate Office of Jefferson County, Alabama (to w iich Declaration of Condominium; plans are attached as an Exhibit thereto arid recorded In Mao Book 147, page 1; the Articles of Incorporation of Pickwick Place, Inc, are attached as Exhibit B thereto; the By-Laws of Pickwick Place, Inc, are attached as Exhibit C thereto; Declaration of Easements and Restrictions is attached as Exhibits D thereto} together with an undivided 76.72 percent interest in the common elements assiped to said Unit B, as set forth in said Declaration of Condominium. 10 NO:0590924/03586:138956v1 EXHIBIT 8-1 COMMUNICATION EASEMENT That portion of the Propeny on which any Facilities exist on the date of this Agreement together with the portion of the Property leased by Site Owner under the Existing Agreements, and the portion of the Property described as follows: The entire roof of the building located on the Property described in Exhibit A hereof (the "Building"); and the roof exterior walls and interior space of the penthouse structure located on the roof of the Building; that portion of the interior and exterior of the Building necessary for the existing coax cable, and cabling runs connecting the antennas m ounted on the roof of the. Building to the Facilities. Site Owner herein agrees that this legal description may he substituted at a later date upon presentation of a survey of the property more clearly defining the location thereof. Agreed and Approved: Site Owner: Five Points Hospitality By: LonLi at. By: N ame: ~,ta 1CLic..62„7 Title: Secret, Date: 1.0 1'1 11 NO:0590924/03 586: 138056v 1 EXHIBIT B-2 ACCESS AND UTILITY EASEMENTS That portion of the Property on which any Facilities exist on the date of this Agreement or provided by Site Owner u nder the Existing Agreements for access and utility providers, including the following: Access Easement: A li rights of ingress and egress across the Property, more fully described on Exhibit "A" hereof, to and from the Communication Easement described in Exhibit B-I hereof, providing access to a publicly dedicated roadway, i ncluding but not limited to 20th Street South (hereinafter the "Access Easement"), along with the right to use said Access Easement for the development, repair, maintenance and removal of utilities providing service to the Communication Easement and the Facilities, as defined herein, and any related activities and uses. U tility Easement: A non-exclusive easement in, to, under and over portions of the Property for ingress and egress to the Communication Easement, conduits, shafts, raceways or other designated space to connect the telecommunications equipment to other locations inside or outside the building as is necessary to install wiring, electronic equipment and other personal property, and to support and maintain the Facilities (hereinafter the "Utility Easement") along with the right to use said Utility Easement for the development, repair, maintenance and removal of utilities providing service to the Communication Easement and the Facilities, as defined herein, and any related activities and uses. Site Owner herein agrees that this legal description may be substituted at a later date upon presentation of a survey of the property more clearly defining the location thereof Agreed and Approved: Site Owner: Five Points Hospitality irdrtringham, LLC Long an is sole manager By: Name: • Title: President Date: I By: kA Name: ____414L((2/- Title: Secretary Date: 6„15j /4c'&A Uniso By: Name Jai ies R. Holmes /Title: horLed S -batory Date: 2-0-70 12 NO:0590924103586:138956vl EXHIBIT C EXISTING AGREEMENTS Site Owner assigns and transfers to Unison, as of the effective date herein, all of its right, title and interest in, to a nd under any existing lease agreements, and any amendments, transfers, modifications and/or assignments thereof, affecting any portion of the Property leased by Site Owner under any Existing Agreements, including, without limitation, the following: 1. That certain Building and Roof Lease Agreement by and between Pickwick Investments, L.L.C., as lessor, and Powertel/Birminghani, Inc., as lessee, dated May 16, 1997, together with all modifications and memoranda related thereto. 2. Building and Rooftop Lease Agreement by and between Pickwick Investments, LLC, as Lessor, and Cellco Partnership, a Delaware general partnership, d/b/a Verizon Wireless, as Lessee, dated July 7, 2006, as evidenced by a Memorandum of Building and Rooftop Lease dated July 6, 2006 and recorded July 11, 2006 in Book LR 200611, Page 21749. Read, Agreed arid Approved: Site Owner: Five Points flospitalit of minghain, LLC By: Long and s, Inc —le manager By: Name: Title: President Date: rl By:)QoA Name: (4)2 Title: Secretary Date: 1- (7, - 11)LiZ Unison B y:, Name: Ja yes R, Holmes Title: A thor'zed S'gnatory Date: 14 z-0 13 N O:0_590924/035 •i(-): I 38956v I EXHIBIT D TITLE ENCUMBRANCES The Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing in the amount of up to $4,600,000.00, dated as of January 10, 2007, and executed by Five Points Hospitality of Birmingham, LLC, as borrower, in favor of The National Republic Bank of Chicago, a national bank, as lender, recorded January 10, 2007 in Book LR200701, Page 16533, for which a Non-Disturbance Agreement has been executed in favor of Unison and recorded in Book 361_669.\, Page Jefferson County, Alabama. 20100311000254010 14/14 Bk: LR201002 Pg:20037 Jefferson County,Alabama 03/11/2010 10;50:04 AM D Fee - $44.00 Deed Tax -$295.00 Total of Fees and Taxes-$339.00 L YNN 14 NO:059092,1/03586 3S956v

MOTION for Summary Judgment and Supporting Memorandum by Cellco Partnership.

FILED 2018 Jan-31 PM 04:16 U.S. DISTRICT COURT N.D. OF ALABAMA IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION SJP INVESTMENT PARTNERS, LLC ] ] Plaintiff, ] ] v. ] CIVIL ACTION FILE NO.: ] 2:17-CV-79-AKK CELLCO PARTNERSHIP d/b/a ] VERIZON WIRELESS, et al., ] ] Defendants. ] DEFENDANT VERIZON WIRELESS' MOTION FOR SUMMARY JUDGMENT AND SUPPORTING MEMORANDUM Michael P. Kohler William H. Morrow Miller & Martin PLLC Lightfoot, Franklin & White, L.L.C. Georgia Bar No. 427727 The Clark Building Admitted Pro Hac Vice 400 North 20th Street 1180 West Peachtree Street, N.W., Birmingham, AL 35203-3200 Suite 2100 205-581-0700 Atlanta, Georgia 30309-3407 205-581-0799 (f) 404-962-6403 wmorrow@lightfootlaw.com 404-962-6303 (f) michael.kohler@millermartin.com Attorneys for Defendant Cellco Partnership d/b/a Verizon Wireless TABLE OF CONTENTS A. Statement of Facts ........................................................................................... 1 1. Verizon Wireless Obtained a Rooftop Lease and Access Rights. ............... 1 2. Verizon Wireless Installed and Maintains Equipment on the Rooftop. ...... 2 3. The Lease and Its Revenue Stream Were Sold........................................... 3 4. Amendments to the Lease. ......................................................................... 4 5. SJP Acquired the Hotel, but Not the Lease. ............................................... 5 6. SJP's Interference with the Premises and Access Rights. .......................... 6 B. Argument and Citation of Authority ................................................................ 9 1. Verizon Wireless is Entitled to Summary Judgment on SJP's Claims........ 9 a. Summary Judgment Should Be Granted on SJP's Breach-of-Lease Claim...................................................................................................10 b. Summary Judgment Should Be Granted on SJP's Unjust Enrichment Claim. ..............................................................................15 c. SJP's Claim for Declaratory Judgment Fails as a Matter of Law. ........21 2. Verizon Wireless is Entitled to Summary Judgment on its Counterclaims. .........................................................................................21 a. Verizon Wireless is Entitled to a Permanent Injunction .......................22 i. Likelihood of Success...................................................................22 ii. Substantial Threat of Irreparable Harm. ........................................24 iii. Threatened Injury Outweighs Harm of an Injunction. ...................25 iv. An Injunction Would Promote the Public Interest. .......................25 b. SJP Wrongfully Interfered with Verizon Wireless' Premises and Access Rights. .....................................................................................26 c. Verizon Wireless is Entitled to a Declaration of Rights Relating to the Lease. ........................................................................................28 C. Conclusion......................................................................................................28 ii CITATION OF AUTHORITIES Cases Airlines Reporting Corp. v. Higginbotham, 643 So. 2d 952 (Ala. 1994) ................................................................................11 Ala. Elec. Co-op., Inc. v. Jones, 574 So. 2d 734 (Ala. 1990) ................................................................................21 Ala. Power Co. v. Drummond, 559 So. 2d 158 (Ala. 1990) ................................................................................23 Am. Family Care, Inc. v. Fox, 642 So. 2d 486 (Ala. Civ. App. 1994) ................................................................21 Am. Red Cross v. Palm Beach Blood Bank, Inc., 143 F.3d 1407 (11th Cir. 1998) ..........................................................................22 Am. Safety Indem. Co. v. Fairfield Shopping Ctr., LLC, No. 2:12-CV-02415-SGC, 2014 WL 6607940 (N.D. Ala. Nov. 20, 2014) .........10 Arnold v. State Farm Fire & Cas. Co., No. CV 17-0148-WS-C, 2017 WL 5451749 (S.D. Ala. Nov. 14, 2017) ....... 10, 11 Barrett v. Radjabi–Mougadam, 39 So.3d 95 (Ala. 2009) .....................................................................................14 Blalock v. Conzelman, 751 So. 2d 2 (Ala. 1999) ....................................................................................27 Bernals, Inc. v. Kessler-Greystone, LLC, 70 So. 3d 315 (Ala. 2011) ..................................................................................13 i Callahan v. Point Clear Holdings, Inc., 579 F.3d 1207 (11th Cir. 2009) ..........................................................................27 Cook v. Trinity Universal Ins. Co. of Kan., 297 F. App'x 911 (11th Cir. 2008) ............................................................... 11, 12 DJR Assocs., LLC v. Hammonds, 241 F. Supp. 3d 1208 (N.D. Ala. 2017)..............................................................10 Dunning v. New England Life Ins. Co., 890 So. 2d 92 (Ala. 2003) ............................................................................ 11, 14 FBO David Sweet IRA v. Taylor, 4 F. Supp. 3d 1282 (M.D. Ala. 2014) .................................................................. 9 Gunter v. Chase Bank USA, N.A., 731 F. Supp. 2d 1238 (S.D. Ala. 2010) ........................................................ 16, 17 Helms v. Tullis, 398 So.2d 253 (Ala. 1981) .................................................................................23 Hughes v. Mitchell Co., 49 So.3d 192 (Ala. 2010) ...................................................................................19 In re Richardson, 538 B.R. 594 (Bankr. M.D. Ala. 2015) ..............................................................19 Matador Holdings, Inc. v. HoPo Realty Investments, L.L.C., 77 So. 3d 139 (Ala. 2011) ..................................................................................15 Peack v. Polk Cty. Sheriff's Office, No. 8:15-CV-2859-T-33JSS, 2017 WL 445750 (M.D. Fla. Feb. 2, 2017) ........... 9 ii Pickens v. Liberty Mut. Ins. Co., 966 F. Supp. 2d 1265 (N.D. Ala. 2013)..............................................................14 Polhemus v. Cobb, 653 So. 2d 964 (Ala. 1995) ................................................................................23 Ponder v. Lake Forest Prop. Owners Ass'n, 214 So. 3d 339 (Ala. Civ. App. 2015) ................................................................28 Romar Dev. Co. v. Gulf View Mgmt. Corp., 644 So. 2d 462 (Ala. 1994) ................................................................................23 RREF RB-AL SLDL, LLC v. Saxon Land Dev., 968 F. Supp. 2d 1133 (M.D. Ala. 2013) ................................................. 15, 16, 17 Schultz v. Se. Supply Header, LLC, 661 F. Supp. 2d 1260 (S.D. Ala. 2009) ........................................................ 18, 19 Shedd v. Wells Fargo Home Mortg., Inc., 2014 WL 6451245 & n.4 (S.D.Ala. Nov. 17, 2014) ...........................................20 Tull Bros. v. Peerless Prod., Inc., 953 F. Supp. 2d 1245 (S.D. Ala. 2013) (applying Alabama law) .......................12 Univalor Tr., SA v. Columbia Petroleum, LLC, 315 F.R.D. 374 (S.D. Ala. 2016)........................................................................15 Wynn v. Davison Design & Dev., Inc., No. CIVA 09-0790-CG-C, 2010 WL 891905 (S.D. Ala. Mar. 8, 2010) .............15 iii Statutes 28 U.S.C. §2201....................................................................................................28 Ala. Code § 6-2-34(9) ..................................................................................... 14, 20 Rules Fed. R. Civ. P. 56 ................................................................................................1, 9 iv Under Fed. R. Civ. P. 56, Plaintiff SJP Investment Partners, LLC's claims against Defendant Cellco Partnership d/b/a Verizon Wireless fail as a matter of law and summary judgment should be granted on them for Verizon Wireless. Verizon Wireless is further entitled to summary judgment in its favor as to its counterclaims against SJP. A. Statement of Facts There is no genuine dispute concerning the following material facts. 1. Verizon Wireless Obtained a Rooftop Lease and Access Rights. Pickwick Investments, LLC owned a hotel in Birmingham, Alabama, which is located at 1023 20th Street South (the "Hotel"). (Burdette Decl. [Ex. A] ¶ 4.)1 On July 7, 2006, Pickwick and Verizon Wireless entered into a Building and Rooftop Lease Agreement (the "Lease"). (Id.) Under the Lease, Pickwick leased to Verizon Wireless the right to use 537 square feet on the Hotel's roof (the "Premises"). (Id.) Pickwick also granted Verizon Wireless the easement right to access the Premises "during normal business hours, except in the case of emergency, in which case [Verizon Wireless] shall have access to the demised 1 In accordance with ALND Uniform Initial Order Governing All Future Proceedings (Doc. No. 21), the materials Verizon Wireless relies upon in support of summary judgment are attached as exhibits to Defendant Verizon Wireless' Submission of Materials in Support of Motion for Summary Judgment, which is filed contemporaneously with this Motion. As instructed, a Table of Contents is included with the submission, which describes each piece of evidence. 1 premises seven (7) days a week, twenty-four (24) hours a day" (the "Access Rights").2 (Id.) So long as the Lease is in effect, Verizon Wireless has the absolute right to the use the Premises and to access it via its Access Rights. (Id.) The Lease requires Verizon Wireless to make monthly rental payments and, if Verizon Wireless did not install its own electrical sub-meter, to "pay for its own power consumption used thirty (30) days after receipt of an invoice from [Pickwick] indicating the usage amount." (Id. ¶ 4 & Ex. A.) 2. Verizon Wireless Installed and Maintains Equipment on the Rooftop. Per its rights under the Lease, Verizon Wireless installed certain equipment—such as radio-wave antennas—on the rooftop Premises (the "Equipment"). (Id. ¶ 5.) Among other things, the Equipment enables Verizon Wireless' customers and others to place and receive telephone calls and texts, to search the internet, to send and receive data, to conduct business, and to place 911 emergency calls. (Id.) The Equipment has the technical capacity and radius to directly serve a potential local population of over 50,000 people. (Id.) The Equipment also serves as a transmittal "hub" for seven other similar antenna sites, which together have the capacity to serve a combined potential population of over 2 As current owner and operator of the Hotel, SJP testified that the Hotel's normal business hours are 24 hours per day, 7 days per week. (SJP Dep. [Ex. B] pp. 42:21–23, 43:17–20.) 2 325,000 people in and around Birmingham. (Id.) If the Equipment were to fail for any reason, then it would likely cause the equipment at the other seven sites to fail as well, thus disrupting wireless services to potentially hundreds of thousands of people in the Birmingham area. (Id.) Because the Equipment is located outside on the Hotel's roof, it is subject to being affected by weather conditions, wildlife interference, interference by people, and other outside conditions and forces. (Id. ¶ 6.) To ensure that the Equipment continues to operate properly, Verizon Wireless must regularly inspect and maintain the Equipment. (Id.) For the same reasons, from time to time Verizon Wireless must replace or update the Equipment. (Id.) 3. The Lease and Its Revenue Stream Were Sold. Five Points Hospitality of Birmingham, LLC later purchased the Hotel from Pickwick, succeeding to Pickwick's rights and obligations under the Lease. (Id. ¶ 7; SJP Dep. [Ex. B] p. 57:5–13, Ex. 4.) Having obtained the Hotel property and all rights and obligations under the Lease, Five Points stepped fully into the shoes of Pickwick as landlord under the Lease. Through a subsequent transaction, however, the landlord's rights and obligations under the Lease were divided from ownership of the Hotel. On February 26, 2010, in exchange for payment, Five Points assigned and transferred 3 to T6 Unison Site Management LLC "all of its right, title and interest in, to and under" the Lease, "including without limitation, all rents, security deposits and other monies due" to Five Points from Verizon Wireless (the "Assignment").3 (Burdette Decl. [Ex. A] ¶ 7; SJP Dep. [Ex. B] p. 57:5–13, Ex. 4.) "[M]onies due" under the Lease include rent payments from Verizon Wireless and reimbursement for its Equipment's power consumption. (See Burdette Decl. [Ex. A] ¶ 4 & Ex. A.) While T6 paid Five Points to acquire Five Points' income stream (i.e., rental and power consumption payments) from Verizon Wireless under the Lease, Five Points still continued to own and operate the Hotel. (Burdette Decl. [Ex. A] ¶ 8 & Ex. B; SJP Dep. [Ex. B] pp. 82:23–25, 83:1–8, & Ex. 4.) 4. Amendments to the Lease. On August 16, 2010, T6, which had succeeded to the landlord's position under the Lease but did not own the leased Premises, and Verizon Wireless amended the Lease. (Burdette Decl. [Ex. A] ¶ 9.) Subsequently, T6 changed its name to Defendant Ulysses Asset Sub II, LLC. ([Ex. C.]) In November 2013, November 2014, and April 2016, Ulysses and Verizon Wireless made further 3 When Five Points entered into the Assignment, it represented that Verizon Wireless was not in default under the Lease: "[T]o [Five Points'] best knowledge, no party is in default of any of their respective obligations under the Existing Agreements," e.g., the Lease. (See Burdette Decl. [Ex. A] ¶ 7.) 4 amendments to the Lease. (Burdette Decl. [Ex. A] ¶¶ 10–12.) To this day, the Lease remains in effect. (Id. ¶ 13.) When Verizon Wireless sends rent or "other monies due," they go to Ulysses as the Lease requires. (Id.) 5. SJP Acquired the Hotel, but Not the Lease. On December 1, 2015, Five Points' lender obtained a court order appointing a receiver for the Hotel after Five Points defaulted under a loan agreement. (SJP Dep. [Ex. B] pp. 82:23–25, 83:1–8 & Ex. 8.) In early 2016, SJP became interested in acquiring the Hotel. (Id. at 13:4–8.) Before doing so, SJP engaged in due diligence, which revealed the existence of the Lease and the Assignment. (Id. at p. 18:16–25, 22–23.) With full knowledge of the Lease and Assignment, SJP went forward with acquiring the Hotel. (Id. at pp. 26:4–10, 30:1–3, 53:24–25, 58:8–12, 76:14–17.) And on September 19, 2016, the receiver conveyed the Hotel to SJP, subject to the Lease and the Assignment. (Id. at p. 66:16–25 & Ex. 6; Jefferson Title Corp. Aff. [Ex. D] p. 12.) In other words, although SJP acquired fee simple ownership of the Hotel, SJP lacked the property rights transferred under the Assignment. SJP thus had no rights to receive the rent or "other monies due," such as reimbursement for power consumption, from Verizon Wireless under the Lease. And as easement-holder under the Lease, Verizon Wireless continued to have the right to use the Premises and its Access Rights. 5 6. SJP's Interference with the Premises and Access Rights. Despite the clear language of the Lease and Assignment, seven days after acquiring the Hotel, SJP nonetheless sent a letter to Verizon Wireless, demanding rent and "other monies due" under the Lease, including back rent of about $233,000 and reimbursement for power consumption—dating back to the beginning of the Lease—in the amount of $184,500. (SJP Dep. [Ex. B] pp. 92:16– 25, 93:1–7 & Ex. 9.) SJP also testified that it has no knowledge as to whether Verizon Wireless paid Ulysses, Five Points, Pickwick, or anyone else for its power consumption at the Hotel. (SJP Dep. [Ex. B] pp. 40:21–25, 41:1–6, 47:1–20, 48:12–15, 79:7–11, 81:6–10, 82:4–12, 97:23–25, 98:1–6.)4 SJP then filed this action, seeking relief under the Lease, in which it has no rights. As detailed below, SJP—frustrated with the litigation process (and Verizon Wireless' refusal to depart from the Lease)—began to take matters into its own hands by obstructing and denying Verizon Wireless' use of the Premises and Access Rights. • On May 12, 2017, Verizon Wireless tried to access the Premises, but SJP refused Verizon Wireless' Access Rights, telling Verizon Wireless that it 4 Undeterred, SJP nonetheless has remarkably demanded Verizon Wireless pay it for its possible power consumption dating back to 2006—the beginning of the Lease—which predates SJP's acquisition of the Hotel by ten years. 6 would have no access to the Premises because of this litigation. (Burdette Decl. [Ex. A] ¶ 15; SJP Dep. [Ex. B] p. 118:18–22.) • Later on May 12, 2017, Verizon Wireless' counsel called and emailed SJP's counsel demanding access to the Premises and demanding that Verizon Wireless' Access Rights be restored immediately. (Kohler Decl. [Ex. E] ¶¶ 3–6.) Five days later, SJP's counsel responded that Verizon Wireless' Access Rights would be restored only for the next 30 days. (Id. ¶ 6.) Counsel for SJP conditioned future access on the satisfaction of SJP's demands: If this lawsuit were not resolved within the ensuing 30 days, SJP's counsel stated, SJP "will not allow further access" to the Premises. (Id.; SJP Dep. [Ex. B] p. 120:13–25.) • Less than 30 days later, on May 25, 2017, SJP nonetheless denied a Verizon Wireless field engineer's access to the Equipment. (Bishop Decl. [Ex. F] ¶¶ 5–9; SJP Dep. [Ex. B] p. 121:1–20.) • SJP variously harassed and threatened people working for or on behalf of Verizon Wireless while they accessed or tried to access the Premises. (Burdette Decl. [Ex. A] ¶ 17.) SJP even expressed hope that the Equipment would burn down. (Id. ¶ 10.) • On May 26, 2017, to protect its Equipment and Access Rights to the Premises, Verizon Wireless moved for a preliminary injunction. (Doc No. 30.) 7 Also at that time, Verizon Wireless sought leave to file a counterclaim arising from SJP's interference with Verizon Wireless's Access Rights. (Doc. No. 29.) This incensed SJP. So, on May 31, 2017, despite the pendency of Verizon Wireless's motion for injunctive relief, SJP one again refused to allow Verizon Wireless's agents to access the Premises in denial of its Access Rights. (SJP Dep. [Ex. B] p. 122 & Ex. 11.) SJP's counsel admitted that SJP's actions were taken with retaliatory intent: "I believe this was reaction to your [Verizon Wireless's] preliminary injunction filing." (Id.) • On June 21, 2017, SJP again denied a Verizon Wireless representative's access to the Equipment. (Johnson Decl. [Ex. G] ¶ 4.) Based on all the facts, it may be inferred that SJP did so, as on prior occasions, with the following coercive objective: to force Verizon Wireless either to renegotiate the terms of the Lease and Assignment or to risk possibly losing wireless coverage to the detriment of hundreds of thousands of people in and around Birmingham and thus also to the detriment of Verizon Wireless's business. • On July 12, 2017, this Court granted Verizon Wireless's motion for preliminary injunction, enjoining SJP from interfering with Verizon Wireless's access to the Premises or Access Rights. (Doc. No. 38.) The Court also permitted Verizon Wireless leave to file a counterclaim, which asserts claims for an 8 injunction, declaratory relief, breach of and interference with easement, tortious interference, and, in the alternative, breach of the Lease. (Doc. Nos. 35 and 36.) Discovery is now complete, and the Court should grant summary judgment in favor of Verizon Wireless on all claims. B. Argument and Citation of Authority 1. Verizon Wireless is Entitled to Summary Judgment on SJP's Claims. SJP's Amended Complaint asserts three causes of action against Verizon Wireless: (1) breach of the Lease; (2) in the alternative, unjust enrichment; and (3) a duplicative claim for declaratory judgment. (Doc. No. 41, pp. 4–9.) Because each claim fails as a matter of law, the Court should grant summary judgment for Verizon Wireless. Under Fed. R. Civ. P. 56, summary judgment is warranted where, as here, the material facts are not genuinely disputed and judgment is appropriate as a matter of law. See FBO David Sweet IRA v. Taylor, 4 F. Supp. 3d 1282, 1283 (M.D. Ala. 2014). "'[S]ummary judgment is the 'put up or shut up' moment in [this] lawsuit, when [SJP] must show what evidence it has.'" See Peack v. Polk Cty. Sheriff's Office, No. 8:15-CV-2859-T-33JSS, 2017 WL 445750, at *7 (M.D. Fla. Feb. 2, 2017) (citation omitted). Because this is a diversity action, this Court "'is required to apply the laws, including principles of conflict of laws, of the state in which the federal court 9 sits.'" DJR Assocs., LLC v. Hammonds, 241 F. Supp. 3d 1208, 1220 (N.D. Ala. 2017) (citation omitted). The law of Alabama, where the Hotel and Premises are located, governs here. (See Doc. No. 30-1, p. 10 ¶ 15; Doc. No. 30-1, p. 21 ¶ 18(c); Doc. No. 30-1, p. 26). a. Summary Judgment Should Be Granted on SJP's Breach- of-Lease Claim. SJP contends that it is a party to the Lease and, therefore, has standing to enforce its terms against Verizon Wireless. (Am. Compl., [Doc. No. 41] ¶¶ 6, 14.) SJP is wrong. "A plaintiff that is neither a party to the contract, a successor in interest to a party to the contract, nor a third party beneficiary of the contract is in law a stranger to the contract and so can have no legally protected interest in the contract." Arnold v. State Farm Fire & Cas. Co., No. CV 17-0148-WS-C, 2017 WL 5451749, at *3 (S.D. Ala. Nov. 14, 2017). First, it is undisputed that SJP is not a party to the Lease, whether originally, as successor in interest, or as assignee. (See Burdette Decl. [Ex. A] ¶¶ 4, 7–12, 14, 18; Lease & related exhibits, [Doc. 30-1], pp. 8–71.) Because SJP lacks a legally protected interest in the lease, it lacks standing to sue for breach of the Lease. "Under Alabama law, one who is not a party to or a third-party beneficiary of a contract has no standing to sue for breach of the contract." Am. Safety Indem. Co. v. Fairfield Shopping Ctr., LLC, No. 2:12-CV-02415-SGC, 2014 WL 6607940, at 10 *4 (N.D. Ala. Nov. 20, 2014); accord Cook v. Trinity Universal Ins. Co. of Kan., 297 F. App'x 911, 914 (11th Cir. 2008) ("Under Alabama law, one who is not a party to a contract or in privity with a party cannot sue for breach of the contract."); Arnold, 2017 WL 5451749, at *3; Airlines Reporting Corp. v. Higginbotham, 643 So. 2d 952, 954 (Ala. 1994). Only Ulysses possesses the right to receive rent and "other monies due" from Verizon Wireless under the Lease. (See Burdette Decl. [Ex. A] ¶ 10.)5 Second, neither is SJP an intended third-party beneficiary of the Lease. Under Alabama law, although "'a direct third-party beneficiary may sue on the contract. . . the party claiming to be a third-party beneficiary of a contract must establish that the contracting parties intended, at the time the contract was created, to bestow a direct benefit on the third party.' An intended incidental benefit is insufficient to create standing." Cook, 297 F. App'x at 914; accord Dunning v. New England Life Ins. Co., 890 So. 2d 92, 97 (Ala. 2003). Thus, for SJP to recover as a third-party beneficiary of the Lease, it must show: (1) the contracting parties intended, at the time the Lease was created, to bestow a direct benefit upon SJP; (2) SJP was the intended beneficiary of the Lease; and (3) the Lease was 5 Even if SJP were a party to the Lease (it is not), the standing to sue for payments from Verizon Wireless has ultimately been transferred away to Ulysses. 11 breached. See Tull Bros. v. Peerless Prod., Inc., 953 F. Supp. 2d 1245, 1259 (S.D. Ala. 2013) (applying Alabama law). SJP cannot meet these requirements. The Lease and related documents, which amended and transferred the Lease, do not provide that SJP is an intended beneficiary of the Lease. (See Burdette Decl. [Ex. A] ¶¶ 4, 7–12, 14, 18; Lease & related exhibits, [Doc. 30-1], pp. 8–71.) In fact, when SJP purchased the Hotel through the receiver, it did so with full knowledge that the Premises were subject to the Lease and that landlord-related rights and duties under the Lease had been assigned to T6, which was later renamed Ulysses. (See SJP Dep. [Ex. B] pp. 18:16–25, 22–23, 26:4–10, 30:1–3, 53:24–25, 58:8–12, 66:16–25, 76:14–17 & Ex. 6; Jefferson Title Corp. Aff. [Ex. D] p. 12.) In other words, SJP knew that its ownership of the Hotel and the Premises would be encumbered by the Lease without any right to receive income from Verizon Wireless. In fact, SJP cannot point to any intended "indirect or consequential benefit" that it received from the Lease; but even if it could, it would render SJP only an incidental beneficiary—which would be insufficient to enable SJP to sue under the Lease. See Tull Bros., 953 F. Supp. 2d at 1260. Even an "intended incidental benefit is insufficient to create standing." Cook, 297 F. App'x at 914. This case is thus like Bernals, Inc. v. Kessler-Greystone, LLC, in which the court held that a 12 property-management company, which was not a party to the lease at issue, lacked standing to sue the tenant for breach of contract because it was neither a party to the lease nor a third-party beneficiary to it. 70 So. 3d 315, 319–21 (Ala. 2011). Because SJP cannot show that it has standing to sue under the Lease, summary judgment should be granted for Verizon Wireless on SJP's claim for breach of the Lease. (See Am. Compl. ¶¶ 13–17.) Alternatively, even if SJP could show that, when it purchased the Hotel, it obtained some interest in the Lease giving it standing to sue Verizon Wireless for rent or power consumption (it cannot), SJP could not exercise that right retroactively. SJP bought the Hotel through the receivership on September 19, 2016, taking it subject to the Lease and the Assignment. (SJP Dep. [Ex. B] pp. 66:16–25 & Ex. 6; Jefferson Title Corp. Aff. [Ex. D] p. 12.) Assuming SJP then obtained standing to sue Verizon Wireless under the Lease, whether via succeeding to Ulysses' right as assignee or obtaining some other kind of interest, SJP could not erase the fact that, until then, Ulysses and its predecessors in interest had alone possessed the right to receive power-related payments from Verizon Wireless. SJP's remedy, if any, for recovering payments relating to that prior period would have to be directed elsewhere than Verizon Wireless. When it comes to Verizon Wireless, SJP's right to sue would be limited to the period from September 19, 13 2016 and forward. In the alternative, SJP would at a minimum be prohibited from recovering allegedly unpaid amounts for which payment was due more than six years before this action was filed. See Ala. Code § 6-2-34(9) (limitation period for contractual actions is six years). Regardless, SJP lacks any proof that, at any time before September 19, 2016, Verizon Wireless failed to make any payment as required under the Lease or Assignment. (SJP Dep. [Ex. B] pp. 40:21–25, 41:1–6, 47:1–20; 48:12–15, 79:7– 11, 81:6–10, 82:4–12, 92:23–25, 98:1-6.) Nor can SJP prove the amount of any power that Verizon Wirelessly supposedly used but failed to pay for, whether before or after SJP bought the Hotel. (Id. at pp. 100:13–25, 101:1–15, 126:17–25, 127:125, 128:1–24, 132:1–25, 133:1–4.) For both reasons, SJP lacks proof sufficient to show that it has been damaged by nonpayment from Verizon Wireless. To "prove a breach of contract claim in Alabama, a plaintiff must meet these elements: '(1) a valid contract binding the parties; (2) the plaintiff's performance under the contract; (3) the defendant's nonperformance; and (4) resulting damages.'" Pickens v. Liberty Mut. Ins. Co., 966 F. Supp. 2d 1265, 1272 (N.D. Ala. 2013) (quoting Barrett v. Radjabi–Mougadam, 39 So.3d 95, 98 (Ala. 2009)). Because SJP cannot show that Verizon Wireless has caused SJP to be damaged, its 14 breach-of-contract claim fails. b. Summary Judgment Should Be Granted on SJP's Unjust Enrichment Claim. Assuming SJP has standing to sue under the Lease (it does not), then it would be barred from bringing a claim for unjust enrichment. Under Alabama law, "the existence of an express contract extinguishes an unjust enrichment claim altogether because unjust enrichment is an equitable remedy which issues only where there is no adequate remedy at law." Univalor Tr., SA v. Columbia Petroleum, LLC, 315 F.R.D. 374, 382 (S.D. Ala. 2016); accord Wynn v. Davison Design & Dev., Inc., No. CIVA 09-0790-CG-C, 2010 WL 891905, at *8 (S.D. Ala. Mar. 8, 2010). For largely the same reason, SJP would also be barred from bringing a claim for unjust enrichment even if it were not entitled to sue under the Lease. "To prevail on a claim of unjust enrichment under Alabama law, a plaintiff must show that: (1) the defendant knowingly accepted and retained a benefit; (2) provided by another; (3) who has a reasonable expectation of compensation." RREF RB-AL SLDL, LLC v. Saxon Land Dev., 968 F. Supp. 2d 1133, 1141 (M.D. Ala. 2013) (citation omitted). But "[o]ne is unjustly enriched [only] if his retention of a benefit would be unjust." Id.; accord Matador Holdings, Inc. v. HoPo Realty Investments, 15 L.L.C., 77 So. 3d 139, 145 (Ala. 2011). There is no proof in the record suggesting that Verizon Wireless has not paid as required per the Lease and Assignment. Thus, SJP has failed to prove facts showing Verizon Wireless's unjust retention of any benefit. See RREF RB-AL SLDL, LLC, 968 F. Supp. 2d at 1141. Further, when Five Points transferred, in exchange for payment, the right to the income stream under the Lease from Verizon Wireless to T6, which became Ulysses, that payment inured to the benefit of Five Points as owner of the Hotel and the Premises. (See Burdette Decl. [Ex. A] ¶ 7; SJP Dep. [Ex. B] p. 57:5–13, Ex. 4.) As subsequent purchaser of the Hotel and the Premises through the receiver, SJP may not justly seek additional consideration—now from Verizon Wireless—in exchange for the previous transfer of the income stream under the Lease. Moreover, the facts here come nowhere close to meeting Alabama's high standard for showing the unjust retention of a benefit. "Alabama courts require unconscionable conduct on the part of the defendant in order to make a claim for unjust enrichment." Gunter v. Chase Bank USA, N.A., 731 F. Supp. 2d 1238, 1249 (S.D. Ala. 2010). More specifically, to meet the unjust-retention element, one of the following circumstances must be proved: the Alabama Supreme Court concluded that the retention of a benefit is unjust if '(1) the donor of the benefit. . . 16 acted under a mistake of fact or in misreliance on a right or duty, or (2) the recipient of the benefit. . . engaged in some unconscionable conduct, such as fraud, coercion, or abuse of a confidential relationship. In the absence of mistake or misreliance by the donor or wrongful conduct by the recipient, the recipient may have been enriched, but he is not deemed to have been unjustly enriched.' Id. (citation omitted). There are no facts in the record showing that Verizon Wireless's contracting parties labored under any material mistake of fact about the Lease or the Premises. Nor are there any facts in the record showing that Verizon Wireless engaged in any inequitable conduct, such as fraud or coercion. There is nothing unconscionable about Verizon Wireless using and powering the rooftop Equipment and duly contracting for those benefits. In sum, under the circumstances, SJP—which knowingly took the Hotel subject to the Lease and Assignment—lacks any "reasonable expectation of compensation" from Verizon Wireless for use of the Premises or the receipt of power. See RREF RB-AL SLDL, LLC, 968 F. Supp. 2d at 1141. SJP's remedy, if any, must be sought elsewhere. Even if SJP could mount a prima-facie claim for unjust enrichment, any recovery would be barred due to SJP's own unconscionable misconduct. "The doctrine of unclean hands dictates that 'equity will not aid one in extracting himself or herself from hurtful consequences when his or her acts are reprehensible 17 and directly connected with the subject matter of the litigation.'" Schultz v. Se. Supply Header, LLC, 661 F. Supp. 2d 1260, 1269 (S.D. Ala. 2009), aff'd, 376 F. App'x 986 (11th Cir. 2010). Here, SJP has intentionally and maliciously interfered with Verizon Wireless's Access Rights to the Premises and the Equipment. On May 12, 2017, Verizon Wireless tried to access the Premises, but SJP refused Verizon Wireless' Access Rights, telling Verizon Wireless that it would have no access to the Premises because of this litigation. (Burdette Decl. [Ex. A] ¶ 15; SJP Dep. [Ex. B] p. 118:18–22.) In response to Verizon Wireless's protest, SJP tried to coerce Verizon Wireless into paying it to settle this lawsuit by threating to withhold the Access Rights. (Kohler Decl. [Ex. E] ¶¶ 3–6; SJP Dep. [Ex. B] p. 120:13–25.) Although SJP backed down, on May 25, 2017, it denied a Verizon Wireless field engineer's access to the Equipment. (Bishop Decl. [Ex. F] ¶¶ 5–9; SJP Dep. [Ex. B] p. 121:1–20.) Agents of SJP harassed and threatened people working for or on behalf of Verizon Wireless while they accessed or tried to access the Premises. (Burdette Decl. [Ex. A] ¶ 17.) This misconduct forced Verizon Wireless to move this Court for injunctive relief. (See Mot. [Doc. 30] (May 26, 2017).) In response to Verizon Wireless's motion for injunctive relief, SJP further intentionally interfered with Verizon Wireless's Access Rights, which threatened 18 to disrupt services provided by the Equipment. On May 31, 2017, SJP's agents refused to allow Verizon Wireless to access the Premises. (SJP Dep. [Ex. B] p. 122 & Ex. 11.) SJP's counsel even admitted that SJP's actions were retaliatory: "I believe this was reaction to your preliminary injunction filing." (Id.) On June 21, 2017, SJP again denied a Verizon Wireless representative's access to the Equipment. (Johnson Decl. [Ex. G] ¶ 4.) Eventually, to stop SJP's misconduct, this Court entered a preliminary injunction. (Doc. No. 38.) The Court should grant summary judgment that SJP's inequitable conduct amounts to unclean hands and that its claim for unjust enrichment is, for that reason alone, barred. See Schultz, 661 F. Supp. 2d at 1269. The Court should alternatively bar SJP's unjust enrichment claim based on the doctrine of waiver. "[I]t is well established that a party's intention to waive a right is to be established from the external acts manifesting the waiver. This intention to waive a right may be found where one's course of conduct indicates the same or is inconsistent with any other intention." In re Richardson, 538 B.R. 594, 603 (Bankr. M.D. Ala. 2015) (citing Hughes v. Mitchell Co., 49 So.3d 192, 201–02 (Ala. 2010)). By purchasing the Hotel (and the Premises) despite full knowledge of the Lease and Assignment, (SJP Dep. [Ex. B] pp. 26:4–10, 30:1–3, 53:24–25, 58:8–12, 76:14–17), SJP manifested through its conduct the intent to 19 waive any right to challenge those contractual arrangements and the burdens, including easement rights (the Access Rights), that they imposed on the Premises. (See Doc. No. 38, pp. 5–7 (discussing Verizon Wireless's easement rights.)) Even if SJP could show it is entitled to recover from Verizon Wireless under the doctrine of unjust enrichment, the Court should grant summary judgment, holding that SJP's damages are limited. First, as stated above, SJP cannot retroactively seek damages for the period preceding SJP's ownership of the Hotel. SJP bought the Hotel through the receivership on September 19, 2016, taking it subject to the Lease and the Assignment. (SJP Dep. [Ex. B] pp. 66:16–25 & Ex. 6; Jefferson Title Corp. Aff. [Ex. D] p. 12.) SJP could not possibly have obtained standing to sue Verizon Wireless for unjust enrichment before it bought the Hotel and Premises. As also stated above, there is no proof in the record that, at any time before September 19, 2016, Verizon Wireless failed to make any payment as required under the Lease or Assignment. (SJP Dep. [Ex. B] pp. 40:21-25, 41:1-6, 47:1-20; 48:12-15, 79:7-11, 81:6-10, 82:4-12, 92:23-25, 98:1-6.) Second, a claim for unjust enrichment sounding in contract, as here, is subject to the same six-year limitation period as a claim for breach of contract. See Shedd v. Wells Fargo Home Mortg., Inc., 2014 WL 6451245, *6 & n.4 (S.D.Ala. Nov. 17, 2014); Ala. Code § 6-2-34(9). Thus, the maximum period for which SJP 20 could seek such damages would be six years from the date it filed this lawsuit. In any event, as with its claim for breach of contract, SJP cannot prove the amount of any electric power that Verizon Wirelessly supposedly used but failed to pay for, whether before or after SJP bought the Hotel. SJP thus cannot prove "the amount of. . . the value of the benefit gained by the defendant," Am. Family Care, Inc. v. Fox, 642 So. 2d 486, 488 (Ala. Civ. App. 1994), which renders SJP's claim for damages impermissibly speculative, see Ala. Elec. Co-op., Inc. v. Jones, 574 So. 2d 734, 736 (Ala. 1990). c. SJP's Claim for Declaratory Judgment Fails as a Matter of Law. SJP's claim for declaratory judgment merely duplicates its arguments concerning breach of contract and unjust enrichment. (See Doc. 41.) For that reason, it is superfluous and stands or falls based on whether the underlying claims for breach of contract and unjust enrichment stand or fall. Because those claims fail, the declaratory judgment count also fails. The Court should grant summary judgment that SJP is not entitled to its requested declarations. 2. Verizon Wireless is Entitled to Summary Judgment on its Counterclaims. Because SJP interfered with Verizon Wireless' use of the Premises and Access Rights, Verizon Wireless has counterclaimed, asserting, in part, claims for 21 injunction, breach of and tortious interference with the Access Rights, and declaratory judgment. Verizon Wireless is entitled to summary judgment on each of these claims. a. Verizon Wireless is Entitled to a Permanent Injunction On July 12, 2017, the Court granted Verizon Wireless' motion for a preliminary injunction. (Doc. No. 38.) Verizon Wireless now requests that the injunction be made permanent. A permanent injunction is proper because Verizon Wireless has shown: (1) that is has succeeded on the merits; (2) a substantial threat of irreparable injury if a permanent injunction is not granted; (3) the threatened injury to Verizon Wireless outweighs the harm a permanent injunction may cause SJP; and (4) entering a permanent injunction will not disserve the public interest. Am. Red Cross v. Palm Beach Blood Bank, Inc., 143 F.3d 1407, 1410 (11th Cir. 1998). Verizon Wireless addresses each factor below. i. Likelihood of Success SJP has no right to interfere with Verizon Wireless' use of the Premises or Access Rights. Verizon Wireless has both a contractual (under the Lease) and an implied easement to the Premises to install, maintain, repair, and use the Equipment. (Burdette Decl. [Ex. A] ¶ 4; Lease ¶ 1 (Verizon Wireless shall have a "non-exclusive right for ingress and egress for the purpose of installation and 22 maintenance of the demises premises[.]").) Express easement rights in contracts must be enforced as written. Romar Dev. Co. v. Gulf View Mgmt. Corp., 644 So. 2d 462, 465 (Ala. 1994). Alternatively, Verizon Wireless has implied easement rights to the Premises. "Easements by implication are recognized in Alabama." Polhemus v. Cobb, 653 So. 2d 964, 966 (Ala. 1995). When the Lease was first executed, Pickwick owned the Premises. (Burdette Decl. [Ex. A] ¶ 4; Lease ¶¶ 1, 29, 21); see Helms v. Tullis, 398 So.2d 253, 255 (Ala. 1981). Verizon Wireless' use of and access to the Equipment are reasonably necessary, and Verizon Wireless has openly, visibly, and continuously accessed its Equipment for years. (Burdette Decl. [Ex. A] ¶¶ 5-6, 15–16); Helms, 398 So.2d at 255. Moreover, Verizon Wireless' easement rights entitle it and its agents to access the Equipment even if SJP were the lessor. "It is. . . well recognized that Alabama law requires the owner of a servient tenement [SJP] to refrain from doing any act that would interfere with or be inconsistent with the proper right to use and enjoy the easement vested in the owner of the dominant tenement," Verizon Wireless. See Ala. Power Co. v. Drummond, 559 So. 2d 158, 161 (Ala. 1990). But even if SJP could show that it is a successor lessor under the Lease (it cannot), it would have no right under the Lease to deny Verizon Wireless' Access Rights or to condition those rights in any way so long as the Lease remains in effect—which 23 it is. (Burdette Decl. [Ex. A] ¶ 4; Lease ¶¶ 1, 21.) ii. Substantial Threat of Irreparable Harm. Seven days after it acquired the Hotel, SJP demanded, without any factual or legal support, that Verizon Wireless pay SJP hundreds of thousands of dollars for back rent and power usage. (SJP Dep. [Ex. B] pp. 92:16–25,93:1–7, & Ex. 9.) When Verizon Wireless failed to comply with its demand, SJP sued; and when Verizon Wireless defended itself, SJP wrongfully threatened to deny or denied Verizon Wireless's use of the Premises and Access Rights, obviously doing so to try to coerce Verizon Wireless into capitulating and renegotiating the Lease. (Burdette Decl. [Ex. A] ¶¶ 15, 17; SJP Dep. [Ex. B] pp. 118:18–22,120:13– 25,121:1–20, 122, & Ex. 11; Kohler Decl. [Ex. E] ¶¶ 3–6; Bishop Decl. [Ex. F] ¶¶ 5-9; Johnson Decl. [Ex. G] ¶ 4.) Only since the Court enjoined SJP's wrongful conduct has Verizon Wireless been assured of its ability to enjoy its Access Rights. Given the history of SJP's conduct, Verizon Wireless reasonably believes that, absent a permanent injunction, SJP will pick up where it left off: interfering with Verizon Wireless' right to inspect, maintain, install, and replace the Equipment. If the Equipment failed, then seven other similar radio sites could fail as well, jeopardizing cell-phone service to potentially over 350,000 people in and around Birmingham, disrupting businesses 24 and others who depend on such wireless services, and putting peoples' lives at risk who might not be able to place a 911 emergency call because transmittal services had been knocked out. (See Burdette Decl. [Ex. A] ¶¶ 5–6.) iii. Threatened Injury Outweighs Harm of an Injunction. SJP will suffer no harm from the entry of a permanent injunction. As addressed above, SJP has no right to interfere with Verizon Wireless' contractual and property rights. Verizon Wireless, including its customers and the public, would suffer significant risk of harm without a permanent injunction because, without uninterrupted access to the Premises and use of its Access Rights, the Equipment could fail, resulting in hundreds of thousands of people in and around Birmingham losing cell-phone service and the ability to place or receive emergency calls, conduct business, or otherwise communicate. iv. An Injunction Would Promote the Public Interest. A permanent injunction will not disserve the public interest, but further it. The public has an interest that property rights and contractual rights and obligations are enforced and not interfered with. Public safety will be promoted by ensuring that 911 emergency calls can be made without interruption. And businesses and individuals who rely on cell-phone coverage will be less likely to suffer service interruptions. 25 For these reasons, summary judgment should be granted, making the injunction permanent. b. SJP Wrongfully Interfered with Verizon Wireless' Premises and Access Rights. Verizon Wireless has asserted claims for breach of Access Rights and tortious interference arising from SJP's repeated failure to allow Verizon Wireless the use of the Access Rights and the Premises. (Countercl., Doc. 36, Counts 3 & 4, pp. 10–12.) For each claim, Verizon Wireless requests the entry of summary judgment as to liability, while Verizon Wireless reserves the right to conduct further proceedings, including a hearing, on the amount of damages. The Lease has granted Verizon Wireless an absolute right to use the Premises and to enjoy its Access Rights: "[Pickwick] hereby leases to [Verizon Wireless the Premises] . . . together with the non-exclusive right for ingress and egress [to the Premises]." (Burdette Decl. [Ex. A] Ex. A.) SJP was aware of Verizon Wireless's rights before it bought the Hotel. (SJP Dep. [Ex. B] pp. 26:4– 10, 30:1–3, 53:24–25, 58:8–12, 76:14–17.) And when SJP bought the Hotel, it took it subject to Verizon Wireless's lease of the Premises and the Access Rights. (SJP Dep. [Ex. B] pp. 66:16–25, Ex. 6; Jefferson Title Corp. Aff. [Ex. D] p. 12.) 26 As owner of the Hotel, SJP has a right to concurrent use of the Premises subject to the Lease and Access Rights in favor of the easement-holder, Verizon Wireless. See Blalock v. Conzelman, 751 So. 2d 2, 5–6 (Ala. 1999). But SJP "'may not, without the consent of the easement holder [Verizon Wireless], unreasonably interfere with the latter's rights or change the character of the easement so as to make the use thereof significantly more difficult or burdensome.'" Blalock, 751 So. 2d at 6. "Alabama law regarding easements maintains the right of the landowner to use the land burdened by the easement, 'so long as such right does not conflict with the purpose and character of the easement.'" Callahan v. Point Clear Holdings, Inc., 579 F.3d 1207, 1212–13 (11th Cir. 2009). This Court granted Verizon Wireless' preliminary injunction because SJP, without justification or privilege, repeatedly interfered with Verizon Wireless's use of the Premises and Access Rights. (Doc. No. 38.) The Court should grant summary judgment that SJP is liable to Verizon Wireless for intentionally interfering (for improper, coercive purposes) with Verizon Wireless's easement rights under the Lease to use the Premises and with its Access Rights. Based on the same facts, the Court should also grant summary judgment that SJP knew of Verizon Wireless's contractual relationship under the Lease and its related 27 business relations with its wireless customers, but intentionally interfered with the Lease and those business relationships, thereby harming Verizon Wireless. See Ponder v. Lake Forest Prop. Owners Ass'n, 214 So. 3d 339, 349 (Ala. Civ. App. 2015). The Court should also enter an order permitting Verizon Wireless the opportunity to subsequently prove the amount of its damages for interference with its easement. c. Verizon Wireless is Entitled to a Declaration of Rights Relating to the Lease. For the reasons addressed above, under 28 U.S.C. §2201, Verizon Wireless is entitled to a declaratory judgment that SJP: (1) is not a party to (or a third-party beneficiary under) the Lease; (2) has no rights or powers under the Lease; and (3) is not entitled to any money or other relief from Verizon Wireless under the Lease. C. Conclusion Summary judgment is proper because there is no genuine dispute as to any material fact and Verizon Wireless is entitled to judgment as a matter of law. Verizon Wireless, therefore, respectfully requests that the Court: 1. Grant summary judgment dismissing with prejudice SJP's claims; 2. Make the July 12, 2017 preliminary injunction (Doc. No. 38) permanent; 28 3. Declare that SJP: (a) is not a party to (or a third-party beneficiary under the Lease); (b) has no rights under the Lease; and (c) is not entitled to any money or other relief from Verizon Wireless under the Lease; 4. Enter summary judgment as to liability in favor of Verizon Wireless on its claims for breach of and interference with the Access Rights and tortious interference and set an evidentiary hearing to decide damages; and 5. Award Verizon Wireless any additional relief that is just and proper. 29 This 31st day of January, 2018. Respectfully submitted, /s/ Michael P. Kohler By: Michael P. Kohler Georgia Bar No. 427727 Admitted Pro Hac Vice Miller & Martin PLLC 1180 West Peachtree Street, N.W., Suite 2100 Atlanta, Georgia 30309-3407 404-962-6403 404-962-6303 (f) michael.kohler@millermartin.com William H. Morrow Lightfoot, Franklin & White, L.L.C. The Clark Building 400 North 20th Street Birmingham, AL 35203-3200 205-581-0700 205-581-0799 (f) wmorrow@lightfootlaw.com Attorneys for Defendant Cellco Partnership d/b/a Verizon Wireless 30 CERTIFICATE OF SERVICE I hereby certify that on January 31, 2018, the foregoing DEFENDANT VERIZON WIRELESS' MOTION FOR SUMMARY JUDGMENT AND SUPPORTING MEMORANDUM was E-filed with the Court, which will send notice (and make available a service copy) to the parties of record. /s/ Michael P. Kohler Michael P. Kohler Georgia Bar No. 427727 Admitted Pro Hac Vice Miller & Martin PLLC 1180 West Peachtree Street, N.W., Suite 2100 Atlanta, Georgia 30309-3407 404-962-6403 404-962-6303 (f) michael.kohler@millermartin.com 31

Evidentiary Material re: {{66}} MOTION for Summary Judgment and Supporting Memorandum.

FILED 2018 Jan-31 PM 05:06 U.S. DISTRICT COURT N.D. OF ALABAMA IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION SJP INVESTMENT PARTNERS, LLC ] ] Plaintiff, ] ] v. ] CIVIL ACTION FILE NO.: ] 2:17-CV-79-AKK CELLCO PARTNERSHIP d/b/a ] VERIZON WIRELESS, et al., ] ] Defendants. ] DEFENDANT VERIZON WIRELESS' SUBMISSION OF MATERIALS IN SUPPORT OF MOTION FOR SUMMARY JUDGMENT In accordance with ALND Uniform Initial Order Governing All Future Proceedings (Doc. No. 21), Defendant Verizon Wireless hereby submits the following materials in support of summary judgment in its favor: Exhibit A: Declaration of Thad Burdette (and attached exhibits) Exhibit B: The Deposition Transcript of SJP Investment Partners, LLC (and attached exhibits) Exhibit C: Foreign Limited Liability Company (LLC) Amendment to Registration [T6 Unison Site Management LLC] Exhibit D: Jefferson Title Corporation Affidavit (and attached documents) Exhibit E: Declaration of Michael P. Kohler (and exhibit) 1 Exhibit F: Declaration of Danny Bishop Exhibit G: Declaration of Tamara C. Johnson This 31st day of January, 2018. Respectfully submitted, /s/Michael P. Kohler By: Michael P. Kohler Georgia Bar No. 427727 Admitted Pro Hac Vice Miller & Martin PLLC 1180 West Peachtree Street, N.W., Suite 2100 Atlanta, Georgia 30309-3407 404-962-6403 404-962-6303 (f) michael.kohler@millermartin.com William H. Morrow Lightfoot, Franklin & White, L.L.C. The Clark Building 400 North 20th Street Birmingham, AL 35203-3200 205-581-0700 205-581-0799 (f) wmorrow@lightfootlaw.com Attorneys for Defendant Cellco Partnership d/b/a Verizon Wireless 2 CERTIFICATE OF SERVICE I hereby certify that on January 31, 2018, the foregoing DEFENDANT VERIZON WIRELESS' SUBMISSION OF MATERIALS IN SUPPORT OF MOTION FOR SUMMARY JUDGMENT was E-filed with the Court, which will send notice (and make available a service copy) to the parties of record. /s/Michael P. Kohler Michael P. Kohler Georgia Bar No. 427727 Admitted Pro Hac Vice Miller & Martin PLLC 1180 West Peachtree Street, N.W., Suite 2100 Atlanta, Georgia 30309-3407 404-962-6403 404-962-6303 (f) michael.kohler@millermartin.com 3

Exhibit A

FILED 2018 Jan-31 PM 05:06 U.S. DISTRICT COURT N.D. OF ALABAMA E X H I B I T A 1 FILED 2017 May-26 PM 02:56 U.S. DISTRICT COURT N.D. OF ALABAMA IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION SIP INVESTMENT PARTOERS EEC, ] Plaintiff, ] ] v. ] CIVO-. ACTION FIEE NO.: ] 2:17-CV-79-AKIC GEEECO PARTNERSHIP d/b/a VERIZON WIREEESS, ] Defendant. DECLARATION OF THAD W. BURDETTE 1. My name is Tliad W. Burdette, I am over eighteen (18) years old, and suffer from no infirmities, either mental or physical. I am competent to provide this declaration. 2. I make this declaration based on my investigation into or personal knowledge of the facts, acts, events or occun'ences described herein and my review of Cellco Partnership d/b/a Verizon Wireless' ("Verizon Wireless") business records for which I am the custodian. 3, I work for Verizon Wireless, My job responsibilities include handling real estate network matters in Alabama and Georgia. For example, I assist (1) in identifying places where there is a gap or insufficient network coverage, (2) in 1 1 identifying locations where equipment may be installed to help with network coveragej (3) in negotiating and entering into lease agreements to erect certain network equipment to address network coverage issues, and (4) in addressing matters that may arise from time to time at locations leased by Verizon Wireless. 4. In July 2006, Pickwick Investments, LLC and Verizon Wireless entered into a Building and Rooftop Lease Agreement (the "Lease"), Under the Lease, Pickwick leased Verizon Wireless 537 square feet on the roof of a hotel located at 1023 20^'^ Street South, Birmingham, Alabama (the "Premises"). Pickwick also granted Verizon Wireless the right to access the Premises "during normal business hours, except in the case of emergency, in which case [Verizon Wireless] shall have access to tlie demised premises seven (7) days a week, twenty-four (24) hours a day" (the "Access Rights"). A genuine copy of the Lease is attached as Exhibit A, 5. Verizon Wireless erected certain equipment (e.g,, radio antennas) on the Premises (the "Equipment"), The Equipment allows Verizon Wireless' customers and others to place and receive telephone calls and texts, search the internet, send and receive data, conduct business, and place 911 emergency calls. The Equipment serves a potential population of over 50,000 people in and around Birmingliam. The Equipment also serves as a "hub" for seven other similar sites, 2 1 which serve a potential population of over 325,000 people in and around Birmingham. If the Equipment fails for any reason, then it will likely cause the equipment at the other seven sites to fail as well, thus dismpting service to potentially hundreds of thousands of people in the Bimiingham area. 6. The Equipment is located outside and is subjected to potential lighting strikes, storms, wind, rain, snow, hail, heat, cold, sun, birds, wildlife, and other outside conditions and forces. To ensure the Equipment continues to operate, Verizon Wireless must perform regular inspections of and maintenance on the Equipment. Moreover, Verizon Wireless must update the Equipment from time to time. 7. At some point Five Points Hospitality of Birmingham, EEC acquired Pickwick's rights under the Eease. On February 26,2010, Five Points assigned and transferred to T6 Unison Site Management EEC ''all of its right, title and interest in, to and under" the Eease, "including without limitation, all rents, security deposits and other monies due" Five Points (the "Assignment"). Attached as Exhibit B is a genuine copy of the Assignment. It is customary for Verizon Wireless to keep and maintain records like the Assignment (and notices provided under its leases) since they may have an impact on its leased property or operations. 3 1 8. On or about Februaiy IS, 2010, Verizon Wireless received a letter from T6 Unison, confirming the Assignment and directing that all future rent payments should be remitted to T6 Unison (the ''Letter''). Attached as Exhibit C is a genuine copy of the l^etter. 9. On August 16,2010, T6 Unison and Verizon Wireless amended the Lease. Attached as Exhibit D is a genuine copy of the First Amendment to Building and Rooftop Lease Agreement. 10. Sometime after that, Ulysses Asset Sub 11, LLC acquired T6 Unison's rights under the Lease. In November 2013, Ulysses and Verizon Wireless amended the Lease again. Attached as Exhibit E is a genuine copy of the Second Amendment to Building and Rooftop Lease Agi'eement. 11. In November 2014, Ulysses and Verizon Wireless amended the Lease for a third time. Attached as Exhibit F is a genuine copy of the Third Amendment to Building and Rooftop Lease Agreement. 12. In April 2016, Ulysses and Verizon Wireless amended the Lease for a fourth time. Attached as Exhibit G is a genuine copy of the Fourth Amended to Building and Rooftop Lease Agreement. 4 1 13. To this day, the Lease remains in effect, Verizon Wireless continues to send rent payments to Ulysses, and Ulysses, as success-in-interest of Pickwick under the Lease, continues to hold itself out as Verizon Wireless' landlord. 14. I recently reviewed Verizon Wireless' business records and have not seen anything from Pickwick Investments, LI.C or any of its successors-in-interest confirming that the Lease was assigned, sold or transferred (either in whole or in part) to SJP Investment Partners, LLC. Indeed, from my review of Verizon Wireless records, it appears SJP has no rights under the Lease. 15. For years Verizon Wireless has openly and notoriously accessed the Premises and exercises its Access Rights to inspect, maintain and install its Equipment. SJP, however, has recently prevented Verizon Wireless from accessing the Premises and has interfered with its Access Rights. For example, on May 12, 2017, Verizon Wireless tried to access the Premises, but SJP refused Verizon Wireless' Access Rights, telling Verizon Wireless that it would have no access to the Premises because of the above-captioned lawsuit. 16, Without access to the Premises or Equipment or use of its Access Rights, Verizon Wireless will not be able to inspect, maintain, install or replace the Equipment, If the Equipment is not regularly inspected, maintained, installed or replaced, it will likely fail (in whole or in part) before June 2018, If the Equipment 5 1 Mis, then seven otlier radio site may fail as well, jeopeu'dizing cell phone sei^vice to potentially over 350,000 people, disrupting businesses and others who depend on cell phone service, and putting peoples' lives at risk who could no longer place 911 emergency calls. 17. SIP has harassed and threatened people working for or on behalf of Verizon Wireless while they accessed or tried to access the Premises. On one occasion, S JP expressed hope that the Equipment would burn down. 18. The exliibits attached to my declaration are the type of records that are routinely made, received, kept, and maintained in the ordinary course of Verizon Wireless' business. The records that Verizon Wireless made were done so at or near the time of the occurrences set forth in the record, and were based on sources with a business duty to report who were basing their reporting on their personal Imowledge. As for the records that Verizon Wireless received from other businesses, Veiizon Wireless relies on such records, which are received by people at Verizon Wireless with a duty to receive and, if necessaiy, report on or comply with such records. 6 1 I declare under the penalty of perj ury that the foregoing is true and correct.:ni This t day of May, 2017. /] Thad W. Burdette 7 1 LKSSHE Site Name; PICKWICK HOTEL LESSEE Market No. 100041 I.liSSlIE Location No. 170596 i:)OC # -BRA9-26-97 BUILDING AND ROOFTOP LEASE AGREEMFNT This Agreement, made this ? day ol'____ ■________ 20 ^4 between PICKWICK Ill INVESTMENTS, LLC, with an ofYlce located at 1023 20 uth, Birmingham, Alabama 35205, Tax ID ft 630910800, hereinafter designated LESSOR and CELLCO PARTNERSHIP, a Delaware General Partnership, d/b/a Verizon Wireless, with its principal ofllces at 180 Washington Valley Road, Bedminster, New Jersey 07921, hereinafter designated LESSEE. The LESSOR and LESSEE are at limes collectively referred to hereinafter as the "Parties" or individually as the "Party". WITNESSETH In consideration of the mutual covenants conlaiiied herein and intending to be legally bound hereby, the Parties hereto agree as follows: LEASE AGREEMENT PREMISES. LESSOR hereby lea.ses to LESSEE Hive Hundred Thirty Seven (537) square feet on the roof of the property at 1023 20th Street South, Birmingham, Alabama, (the entirety of LESSOR'S propeny is referred to hereinafter as the "Propeily") as shown in Exhibit "A" attached hereto and made a part hereof together with the non-exclusive right for ingress and egress for the purpose of installation and maintenance of the demised premises during normal business hours, except in the case of emergency, in which case LESSEE shall have access to the demised premi.ses seven (7) days a week, twenty-four (24) hours a day, which roof space and access are collectively referred to hereinafter a.s the "Premises". Furthermore, routine maintenance on the Premises shall only be performed by the LESSEri or its tuiLhorized agents or representatives between the hours of 10:00 a.m. atid 4:00 p.m. LESSOR also grants to the LESSEE; the right aitd sufftcient space for the installation and maintenance of wires, cables, conduits and pipes as shown in Exhibit "A" running from the leased floor space to the leased roof space. 2. TERM: ELECTRICAL. 'I'hi.s Agreement shall be effective as of the date of execution by both parties, provided, however, the initial term shall be for five (5) years and shall commence on the Commencement Date (as hereinafter defined), at which time rental payment.s will be due at an annual rental of Twenty-Two Thousand Eight Hundred and 00/100 Dollars ($22,800.00), to be paid in equal monthly installments of One Thousand Nine Hundred and 00/100 Dollars ($1,900,00) on the first day of the inonlh, in advance, to Pickwick Investments, LLC, 1023 20''' Street South, Birmingham, Alabama 35205, or to sudi other person, firm or place as the LESSOR may, from time to lime, designate in writing at least thirty (30) days in advance of any rental payment date. The Commencement Date is defined as the first (1st) day of the month following the date this Agreement is executed by the Parties or the first (1st) day of the montli following the date LESSEE is granted a building permit by the governmental agency charged with issuing such permits, whichever event occurs lirst, however, in no event shall the Commencement Date be later than July 1,2006. LESSEE shall furnish and install an electrical submeter at the Premises for the measurement of electrical power used by LESSEE'S installation. Ifl.ESSEE, is unable to install an electrical submeter, LESSEE shall pay for its own power consumption used thirty (30) days after receipt of an invoice from LESSOR indicating the usage amount. 3. EXTENSIONS, This Agreement shall automatically be extended for four (4) additional five (5) year terms unless the LESSEE terminates it at the end olThe then current term by giving the LESSOR written notice of the intent to terminate at least six (6) months prior to the end of the then current term. EXHIBIT A 1 4. EXTliiNSION RENl^ALS. Uyginning on tlie first anniversary of llie Coinniencemenl Dale, and occurring on each subsequent aimiversury, LJiSSld: agrees to increase tlie annual rental amount by three percent (3 /u) over the previous year's rental amount throughout the Initial 1 enn and any Renewal 1 enn. 5. ADDI'ldONAL EXTENSIONS. If at the end of the fourth (4''') five (5) year extension term this Agreement has not been tenninated by cither Party by giving to the other written notice of an intention to lernimate it at least tliree (3) months prior lo (he end of such term, this Agreement shall continue in force upon (he same covenants, temis and conditions for a further term oi' live (5) years tind for five (5) year terms ihercalter until terminated by eithei Party by giving to the other wTillen notice of its intention lo so terminate at least three (3) months prior to the end ul such tcnii. Annual rental for each such additional five (5) year leiin shall be equal lo 115% ol the annual rental payable with respect (o the immediately preceding five (5) year term. 6. ' USE: GQVHRNMliNTAL APIMIOVALS. LESSfili shall use the Premises for lire purpose of constructing, maintaining and operating a communications facility and uses incidental thereto, IJiSSEH will maintain the leased portion of the roof in a weather light condition. All improvements sliall be at LESSEE'S expense and the installation of all improvements shall be at the di.screiiun and option of tlie LESSEff LESSEE shall have the nglii to replace, repair, add or othei-wise modify its equipment or any portion thcreol, whetlier the equipment is specihed oi not on any exhibit attached hereto, during (he term of this Agreement, 'fhe LESSEE shall not make unreasonable noise and vShall perform all ordinary servicing, alterations or constiLiclioii during reasonable business hours, and shall not engage in any activity which affects the quid enjoyment of other tenants to the Building. LESSEE will inaintam the Premises m good condition, reasonable wear and (ear excepted. Tlie IJ3SSEE shall be responsible for any damage caused to the roof and oUicr properly of the l.,ESSOR by its operations, ordinary wear and tear, and casualty not occasioned by ibe LESSEE excepted. If such damage occurs and if the IdiSSEE fails lo make appropriate repairs within a reasonable period of time, the LESSEE shall pay to tlie i .LiSSOR, in addition to any damages, rea.sonablc expenses of repair and collection, including atlomcy's fee and costs. In tlie event any subcontractors are used to perform heavy equipment constnidion or crane scivices, LESSE13 will make reasonable cnbrts to use Union subcontractors lo perlonn all such construction on the Premises, d'itle to tl.e LESSlifi's equipment shall by held by L1ZSS13E IJiSSOR will maintain the Properly around the Promises, excluding the Premises, in good condition, reasonable wear and tear excepted. It is understood and agreed that LESSEE'S ability to use the Picmi.ses is eontiiigcnl upon its obtaining alter the execution date of this Agreement all of tlie certificates, permits and other approvals (collectively the "Governmental Ap|irovals) tliat maybe required by any Eederal, Stale or Local authorities as well as a satisliiclory building structural analysis whicli will permit LESSEE use of the Premises as set forth above. LESSOR shall reasonably and at no cost to IJ.SSOR cooperate witli LESSEE in its clfort to obtain siicli approvals and shall take no action which would adversely a Teel the status ol the Property with respect to tlio proposed use thereof by L1.-SSEH, In the event that any of such applications lor such Governmental Appioval-s should be finally rejcciod or l.liSSHE dclermlnes iliat such OovemmenWl Approvals .my no. be obtained in .. lunely .mumer or any Oovernniental Approval issued lo LESSlili is canceled, expuM. lapses or is olherwisc wiUidrnMa. or Ic inimUcd by a govemmcmal aulhority or lltal the I.RSSEI- de.cmimes that Che sue .s no longer lechnically compatible lor ils u.se or dial LESSEE, in ils sole discretion, will be uniible to use the I'rcmiscs lo. its Intended puiposes, LESSEE shall have the right to tcnninale this Agreement. Notice ol the LfiSSlihs exeicisc oi its rigid to tenninatc shall be given lo IdiSSOR in writing by cenilied mail, return receipt requested, and shall be enectiye upon the mailing of such notice by the LESSlii;. All rentals paid to said termination date shall be retained by the LESSOR, Upon such tennination, this Agrccinenl sliall become null and void and the Parties sliall have no lurt lei obligations including (he pa>'ment of money, to each oilier. 7 INDEMNIFICATION. Eacli Parly .shall iiidemiiiry and hold the other hannlcss against any claim of liability or lo.ss from personal injury or iiroperly damage resulting from or arising out ol the use and uccupaticy ol tlie Premises or the Properly by (he Parly, ils ser\'aius or agents, excepting, however, such claims or damages as may be due to or caused by the acts or omissions f the other Party, or ils servants or agents. « INSURANCE. The Partie.s hereby waive any and all lights ol'action for negligence against the Ollier which m..y hcl-lillcr aiisc'cm accoiml of damage to the premfeca or lo properly, resulting liom any file, or Ollier casually covered by standard lire insurance polices with extended coverage, LESSOR and LESSEE each agree that at ils own cost and expense, each will maintain comprehoiisive general liability and properly liability insiiianee with 04/04/06 4dd53S 1 liability liniits ol' not less than $1,000»000 for injury to or death of one or more persons in any one oecuiTcnee and $500,000 for damage or destruction to properly in any one occurrence. 9. ___ INfliKiyiRENCE. LUSSliH agrees to have installed radio equipment ol' the lyiK and frequency whicli will not cause measurable interference to the equipment existing as ol' the date this Agrcenieiit i.s executed by (he Parties including norma! electronic appliances or reception of radio or television signals ol the LESSOR Ol other LKSShlis of the Property. In the event LliSSlIB's equipment causes such interference, and after l.li.SSOR has noiified LliSSl'H of such interference, UiSSEM will take all steps necessary to correct and eliminate the interference. LllSSni: agrees to cooperate with all present and future LOSSBES as reasonably necessary to prevent interfeienee. LESSEE specifically understands and agrees that LESSOR may lease otlier portions (other than the Premises) of the roof to otlier tenants for (he reception and transmission of communication signals so long as such future tenants do not install equipmeni that interferes with LlLSSliE's equipment. 'I'he Parties ackjiowledgc that (here will not be an adequate remedy at law for non-compliance with the provisions ol this paragraph and therefore, citlrer Party shall have the tight to specilically enforce the provisions of this paragrupii in a court of competent Jurisdiction. 10. REMOVAL- UPON TERMINAd'ION. LESSEE, upon Icnnination of the Agreement, .shall, within ninety (90) days, remove its equipment, llxture-s and all personal property and restore the Premises to Us original condition, reasonable wear and tear excepted. LfiSSOK agrees and acknowledges that all ol the equipmcMii, fixtuies and personal property of the LESSEE shall remain (he personal property of the LESSlili and the LESSEE shall have the right to remove the same, wlielhcr or not said items arc considered fixtures and attachments to real projicrty under applicable law. If such lime for removal causes LESSEE to remain on tlie Premises after termination of this Agreement, LESSEE, shall pay rent at the then existing monthly rate or on the existing monthly pro-rala basis it based upon a longer payment term, unlil such time as the removal of the building, antenna slrucluie, n.Ktures and all pcisonal properly are completed. 11. RKillTS UPON SALE, Should the LESSOR, at any lime during the term of this Agroeinent, decide to sell all or any pan of the Properly to a purchaser other than LESSEE, such sale shall be siibjeet to tins Agreement and ld'SSliE:'s rights hereunder. 12. OUll'l^ ENJOYMEN'l'. LliSSOR covenants that LESSEE, on paying the rent and perfonning covenants shall peaceably and quietly have, hold and enjoy the ['remises. 13 'rrri.E. lessor covenanls that LESSOR is seized of good and sufllcient title and interest to the Properly (subject to matters ofrecord) and has full aulliorily to enter into imd.execute this Agreement, LESSOR luiiher covenants that (here are no other unrecorded liens, judgments or iinpediment.s of title on the Property, or alleclmg LliSSOR's title to the same, and that there are no unrecorded covenants, easements or restrictions whicli prevent the use of the Premises by the LESSEE as sol forlli above, 14. INTEGRATION, It is agi'ced and understood that this Agreement contains all agreements, promises and understandings between the LliSSOR and LliSSEE and that no verbal or oral agreements, promi.ses or understandings shall be binding upon either the LESSOR or LESSEE in any dispute, controversy or proceeding at law, and any addition, variation or moditication to this Agreement shall be void and inenective unless intide m writing signed by the Parties. In the event any provision of the Agreement is found to be invalid or unenforceable, such Imdmg shall not efiect (he validity and enforceability of the remaining provisions of this Agreement, 'flie failure o(either Party to insist upon strict perfonnance of any of the terms or conditions of this Agreement or to exercise any ol ns rights under the Agreement shall not waive such rights and such Party shall liavc the- right to enforce such rights at any time and lake such action as may be lawful am! authorized under this Agreement, eithei in law oi in equity, 15 GOVERNING 1..AW. 'i'liis .Agreement and the performance thereof sliall be governed, interpreted, construed and regulated by the laws ol the Stale in which the Piopeity is located. 04/04/06 44453K 3 1 16, ASSlGNMliNT. 'I'his AgrcemeiU may be sold, assigned or transferred by the LESSEE without any approval or consent of ilie LESSOR to the LESSEE'S principal, affiliates, subsidiaries of its principal or to any entity which acquires all or substantially all of LESSEE'S assets in the market defined by the Federal Conunumcations Commission in which the Ihoperty is locttled by reason of a merger, acquisition or oUier business reorganizat^n. As to other parlies, this Agreement may not be sold, assigned or transfeired witliout the written consentof the LESSOR, which such consent will not be unreasonably withheld or delayed. 17 NtJTlCFS All notices hereunder must be in writing and shall be deemed validly given if sent by certified mail, return receipt requested or by eominercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of die next business day following the courier's receipt I'rom the sender, addressed as Ibllows (or any oUicr address tliat the Parly to be notified may have designated to the sender by like notice); LESSOR:' Pickwick Investments, LLC 1023 20"' Street South Birmingham, Alabama 35205 LESSEl Celko ParUiership d/lVa Verizon Wireless 180 Washington Valley Road Bedminstcr, New Jersey 07921 Allenlion: Network Real Estate Notice shall ho effective upon mailing or delivering tlie same to a commercial courier, as pcmiilted above, and bind die heirs, personal representative, 18, SUCCESSORS. This Agreement shall extend to successors and assigns of the Parties hereto. simoKnlNATION ANI> NON-DiaTUKHANCE, Al LESSOR'S oplion, ll.is AgreenKnt shall be 19. subordinate lo any niorlBage or other security ittleresi by LESSOR which from time to time may encumber ait or part ol the Property or riglil-ol-wity; provided, however, every such tnortgage or other .secunty tnlerMi sitai recogmze Uie iiidily of litis Agreettienl iti (he cvet.l of it foreclosure of LESSOR'S interral and also LESSLEs ngltj ra™'" oeoupLy of and Itave access to titc l-retttises as lottg a.s LESSEE is not tn default of tins ^8^"'"""', execL whatever inslrumenis may reasonahly be required to evidence this subordination clause. In die event die PropertyT eLumbered by it mortgage or other .security itt.ercsi, the LESSOR immedtately after Uus Agreement ts executed will use commereially reasonable elTorts to oblaiii and furnish LESSEE a non-dtslurbancc agreement for eacli ^rnortrat or other security interest it. recordable fortn. In the event the LESSOR dcMts m llte payment andor other Derfomiaiice of any .ttorigage or other security interest encumbering the Property, LESSEE, may, al its sole option:mrwm.»rohHga.ion, lure or^trree. i.ESSOR's default attd upon LESSEE sit^i all rights, lilies, liens and equities of the holders of such mortgage or secur. y mlcresi and Ihe LESSLL shall be ci ded,0 deduce and scloITagai.tsl all rents that may otherwise become due under Hits Agreement the sums paid by LESSEL to cure or correct such defaults. Memorandum of this Incase Agreement which 20. recording. LLSSOR agrees to execute a, LfitSiSEE may record with the tip]iropriatc Recording Officer. The date set forth in the Memorandum ol Lease is lor recording purposes only and bears no rcfcrcncc to commencement of cither tenn or rent pa>Tnents, DEFAULf hi tlie event there is a default by the LESSEE with respeci to any oniic provisions 21. of litis Aitrecmeitl or Us obligalioiis under il. including llic pitymcnl ol' renl, llic LESSOR shall give l.liSSEE written notice ofltclt defatth. After receip, of .sttd, written notice, the LESSEE slmll have ftfleen (1« monetary default and thirty (30) days in which to cure any non-monelary default, provided the LESSEE shall Inuc a ch extended period as may be required beyond the thirty (30) days if the nature ol the cure is .such that it reasonably requites more than thirty (30) days and tl.e LliSSEE commences the cure within (he thirty (30) day period and the.eafter 04/04/06 444538 4 1 continuously and diligently pursues the cure to completion, The LESSOR may not maintain any action or effect any remedies for default against the LESSEE unless and until the LESSEE has failed to cure the same within the time periods provided in this paragraph. If LESSEE defaults and fails to cure, all of the rent for the remainder of the then current tcmi shall, at LESSOR'S option, become immediately due and payable. In addition to LESSOR'S rights and remedies under applicable law, LESSOR may terminate this lease upon LESSEE'S default and the passmg of the applicable cure period if LESSEE has not reasonable cured such default, by giving thirty (30) days notice. LESSp agrees to pay all of LESSOR'S reasonable costa and expenses, including reasonable attorneys' fees incurred in enforcing this lease. 22, ENVIRONMENTAL. a. LESSOR will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way related to activity now conducted in, on, or in any way related to the LESSOR'S use of the Property, unless such conditions or concerns are caused by the activities of the LESSEE. b. LESSEE will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any pvemmental autliorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are in any way related to activity now conducted in, on, or in Euiy way related to LESSEE'S use of the Premises, unless such conditions or concerns arc caused by the activities of tire LESSOR. c. LESSOR shall hold LESSEE harmless and indemnify the LESSEE from and assume all duties, responsibility and liability at LESSOR'S sole cost and expense, for all duties, responsibilities, and liability (for payment of penalties, sanctions, forfeitures, losses, co.sts, or damages) and for responding to any aorion, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding vidiich is in any way related to; a) LESSOR'S failure to comply with any environmental or industrial hygiene law, including without limitation any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, unless such compliance results from conditions caused by the LESSEE; and b) auy environmental or industrial hygiene conditions arising out of or in any way related to the LESSOR'S use of the Property or activities conducted thereon, unless such environmental conditions are caused by the LESSOR'S use of the Property. d. LESSEE shall hold LESSOR harmless and indemnify the LESSOR from and assume all duties, responsibility and liability at LESSEE'S sole cost and expense, for all duties, responsibilities, and Uabilily (for payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is in any way related to. a) failure to comply with any environmental or industrial hygiene law, including without limitation any regulations, guidelines, standards, or policies of any govenuncntal autliorities regulating or imposing standards of liability or standards of conduct widi regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, unless such compliance results from conditions caused by the LESSOR; and b) any environmental or industrial hygiene conditions arising out of or in any way related to LESSEE'S use of the Premises or activities conducted thereon, unless such environmental conditions are caused by the LESSOR. 23. CASUALTY. In tlie event of damage by fire or other casualty to tlie Premises that cannot reasonably be expected to be repaired within forth-fivc (45) days following same or, if the Property is damaged by fire or other casualty so tliat such damage may reasonably be expected to disrupt LESSP^b s operations at the Premises for more than forty^five (45) days, dien LESSEE may at any time following such fire or other casualty, provided LESSOR has not completed the restoration required to permit LESSEE to resume its operation at the Premises, terminate tliis Lease upon fifteen (15) days written noUcc to LESSOR, Any such notice of termination shall cause this Lease to expire 04/07/06 444538 5 1 willi the same force and effect as (hough tlie date set forth in such notice were the date originally set as the expiration date of this Lease and the parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Lease. Notwithstanding the foregoing, all rental shall abate during the period of such fire or other casualty. 24. ______________ CONDliMNAPlON. in the cvetit of any condemnation of tlic Property, LESSHf: may tenninate this Lease upon fifteen (15) days wiilcn notice to l.d.iSSOK if such condemnation may reasonably be expected to disrupt LESSEE'S operations at die Premises for more than Ibrly-five (45) days. LESSEIi may on its own behalf make a claim it! any condemnation proceeding involving tlic Promi.scs for losses related to the antennas, ecjuipment, its relocation costs and its damages and losses (but not for the loss of its leasehold interest). Any such notice of leriiiinalion shall cause this Lease to expire with the same force and elTcct tis though the date set forth in such notice were (he date originally set as the expiration date of (his Lease and the i)arties shall make an appropriate adjustmcnl as of such termination date with respect to payments due to the oilier under this Lease. 25. ________________ SUBMISSION OF LEASE. 'fhe submission of this Lease for examination docs not constitute an olTer to lease the Premises and this Lease becomes eficctive only upon (he full execution of this Lease by the Parties. If any provusion herein is invalid, it sliaM be considered deleted from this Lease and shall not invalidate the remaining provisions of (his Lease. Each of (he Parlies hereto warrants to the otJier that the per.son or persons executing this Lca.se on behalf of such Party ha.s the full right, power and authority to enter into and e.xeciite this Lease on such Party's behalf and tliat no consetil from any other person or entity is necessary as a condition precedent to the legal cITect of this Lease. 26. API>LICABLI.> LAWS. l.liSSEE shall use the Premises as may be reciuired or as pcnniiiod by applicable laws, rules and regiilalion.s. LESSOR agree.s to reasonably cooperate with (he LESSEE regarding any compliance required by the LliSSEE in respect to il.s use ol the Premises. 27. SURVIVAL. 'I'lie provisions of the Agreement relating to indcmnincalion from one Party to the other Party shall survive any (cnninalion or expiration of this Agreement. Additionally, any provisions of this Agreement which require pcrfonnance subsequent to the (cnninalion or expiration of this Agreement shall also survive such tennination or expiration. 2«. __________ CAPTIONS. The captions contained in this Agreement are inserted for convenience only and are not intended to he part ol'the Agreeinem. 'fhey shall not alTect or be utilized in the consiruclioii or inteiprctation of the Agreement. 29. 'I'he LESSOR shall have the right to show said Premises to prospective purcha.scrs at any reasonable lime during the term hereof and the right to .show the Premises to pro.spectivc tenants during the last year of each term hereof so long as neither LESSOR'S representative nor any pro.spectivc purchaser disturb LESSEE'S c(iuii)mcnt in any way. 30. LHSSEIi agrees to cooperate with LESSOR in connection with any repairs or replacement of the roof, including temporary rolocnlion of its ec|uipmom at no cost to LESSOR, so long as such relocation allow.s LhSSE.li to maintain the same level of courage, allows for no interruption in the service provided by LLS'Shl:, and occurs no more than once per five (5) year (cnn. 31. LESSEE agrees that it will not puncture the roof. 32. LESSEE may not install or use a generator or fuel storage lank. 33. LESSliE agree.s that ojily i.mc telecommunication provider or compiiny may operate Irom the Premises at any one lime. 34. LESSlOi sliall bo re.sponsible for all ad valorem taxes directly related to any of LESSEE'S improvements on the Premises. 04/04/06 44453S t) 1 IK WITNESS WHEREOF, tlic Parties hereto have set their hands and affixed their respective seals the day and year first above written. LESSOR: Pickwick Investments, LLC BY: rrs: BY: n'S: LESSEE: Cellco Partnership d/b/a Verizon Wufcless BY: WITNESS ...... Hans F. Ceutenegger Area Vice President - Network - South Area WITNESS W467.1 04/07/06 444538 7 1 Hxhibil A (Skolch of Property) 04/04/06 444538 8 1 j 1 ! Prepared by: Robert W. Mouton Locke Lord Bissetl & Uddell LLP 601 Poydras Street, Suite 2660 New Orleans, LA 70130 File; 110590924/03586 Record and Return to: Kathy Markallnski First American Title Insurance Company National Commercial Services 12751 New Brittany Blvd,, Suite 401 Fort Myers, Florida 33907 Phone: 1.600.585.2906 Fax: 1.239.938.8885 FATICQ: itNCS-427602~FTM Unison Site: 11302772 WIRELESS COMMUNICATION EASEMENT AND ASSIGNMENT AGREEMENT ii ROOFTOP ♦1 THIS WIRELESS COMMWICATION EASEMENT AND ASSIGNMENT AGREEMENT ("Agreement'^ is made as of the day of 2010 ^'Effective Date"!, by and between Five Points Hospitality of Birmingham, LLC, a Georgia lirniteu liability company, whose address is 1820 Water Place, Suite 180, Atlanta, Georgia 30339 ("Site Owner*') and T6 Unison Site Management LLC, a Delaware limited liability company, whose address is P. O. Box 1951, Frederick, Maryland 21702-0951 ("Unjson"). All references hereafter to "Unison" and "Site Owner" shall include their respective heirs, successors, personal representatives, lessees, licensees and assigns (Unison and Site Owner, collectively, "Parties'*y RECITALS WHEREAS, Site Owner is the owner of that certain building and property (collectively, the "Property") located in the City of Birmingham, and Count)' of Jefferson, in the State of Alabama, having a street address of 1023 20"' Street South, Birmingham, Alabama 35203, and which Property is more particularly described on Exhibit A attached hereto. NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars and other good and valuable consideration, the receipt and sufficiency of which Site Owner does hereby acknowledge and grant Unison full discharge and acquittance therefor, Site Owner and Unison agree to the following: 1, Grant of Easement. (a) Site Owner grants, bargains, sells, transfers and conveys to Unison: I N0:0590924/03586;138956vl EXHIBIT % 1 (i) an exclusive easement in, to, under and over the building portion of the Property substantially as shown and/or described on Exhibit B-1 ("Communication Easement") for the transmission and reception of any and all wireless communication signals and the construction, maintenance, repair, replacement, improvement, operation and removal of towers, antennas, buildings, fences, gates, generators and related facilities (collectively, ''Facilities"') and any related activities and uses including those necessary for Unison to comply with its obligations under the agreements listed on Exhibit C CExistinE Agreements'^ together with the right to enter the Property and access the Easements described below, without notice to Site Owner, twenty-four (24) hours a day, seven (7) days a week, as may be required in connection with the activities and uses described in this Agreement, and (ii) a non-exclusive easement in, to, under and over portions of tlie Property substantially as shown and/or described on Exhibit B-2 ("Access and Utility Easemenis:" Communication Easement and Access and Utility Easements, collectively "Easements") for ingress and egress to and from the Communication Easement and a publicly dedicated roadway, and for the installation, repair, replacement, improvement, maintenance and removal of utilities providing service to the Communication Easement and the Facilities, and any related activities and uses; and (iii) a non-exclusive easement in, to, and under and over portions of the Property for ingress and egress to building risers, conduits, shafts, raceways or other designated space to connect the telecommunications equipment to other locations in the building as is necessary to install wiring, electronic equipment and other persona) property to support and maintain the Facilities, (b) The Parties agree that the Communication Easement includes, without limitation, (i) the ponion of the Property leased by Site Owner under the Existing Agreements, and (ii) the portion of the Property upon which any Facilities are located on the Effective Date. The Parties acknowledge and agree that the Easements are intended to be appurtenant to any and all leases described on Exhibit C hereof. 2. Assignment of Existing Agreements. Site Owner transfers and assigns to Unison, as of the Effective Date, all of its right, title and interest in, to and under the Existing Agreements, including without limitation, all rents, security deposits and other monies due the Site Owner specified therein. The Parties intend that this Agreement serve as an absolute assignment and transfer to Unison of all rents and other monies due the Site Owner pursuant to the Existing Agreements. Unison assumes the obligations and liabilities of Site Owner under the Existing Agreements only to the extent that such obligations and liabilities (i) are not the responsibility of the Site Owner pursuant to the terms of this Agreement; and (ii) accrue on or after the Effective Date, 3. Use of Easements. Consistent with the uses set forth in Section 1 above. Unison shall have the unrestricted right to lease, license, transfer or assign, in whole or in part, or permit the use of the Easements and/or its rights under this Agreement by any third parties including communication service providers or tower owners or operators, and any lessee or licensee under the Existing Agreements and the affiliates, agents, contractors, invitees and employees of Unison and/or Unison's present or future lessees or licensees (collectively, "Customers"). 4, Term. This Agreement and the Easements shall be perpetual commencing on the Effective Date, Notwithstanding the foregoing, in the event Unison and Customers voluntarily cease to use the Easements (as defined in Section 1) for a period of more than five years (for reasons other than casualty, condemnation or Act of God), the Easemenis shall be deemed surrendered. Unison may surrender the Easemenis for any reason or at any time by giving thirty (30) days' notice to Site Owner, Upon surrender, this Agreement shall be terminated, and Unison and Site Owner shall execute and record such documents reasonably required to terminate the Easements. This Agreement may not be teiminated by Site Owner,. 5. Improvements; Utilities, Unison and its Customers, may, at their discretion and expense, construct such improvements in, to, under and over the Easements, consistent with the uses specified in Section 1, all of which shall be deemed part of the Facilities, The Facilities shall remain the property of Unison and its Customers, as applicable, and Site Owner shall possess no right, title or interest therein. In the event that utilities necessary to serve the Facilities cannot be installed within the Easements, Site Owner agrees to cooperate (at no cost to Site Owner) with Unison and to act reasonably and in good faith in granting Unison the right to locate such utilities on the Pi'operry 2 N0;0590924/03586:l38956vl 1 without requiring the payment of additional fees. If necessary', Site Owner shall, upon Unison's request, execute and record a separate written easement with Unison or with the utility company providing the utility service to reflect such right, Site Owner hereby irrevocably constitutes and appoints Unison as its true and lawful attomey-in-fact, with full power of substitution and resubstitution, to apply for and obtain any and all licenses, permits, consents or approvals which may be required in connection with the use of the Easements by Unison and as necessary to comply with applicable laws, statutes or regulations. 6. Taxes. Site Owner acknowledges that a portion of the purchase price delivered by Unison to Site Owner is for and in consideration of the- continuing obligation of Site Owner to pay, on or before the due date, all present and future real property taxes, transfer taxes, penalties, interest, roll-back or additional taxes, sales and use taxes and all other fees and assessments, regardless of the taxing method (the "Taxes"') attributable to the Property', this Agreement and the Easements. Without limiting the foregoing, except to the extent Taxes are the obligation of tenants under the Existing Agreements, Site Owner shall be solely responsible for the payment of such Taxes. Within ten (10) days of receiving a request from Unison, Site Owner shall furnish to Unison a copy of each bill for any such Taxes and evidence of Site Owner's payment of such bill. In the event that Site Owner fails to pay any Taxes when due, Unison shall have the right, but not the obligation, to pay such Taxes on behalf of Site Owner. Site Owner shall reimburse Unison for the full amount of such Taxes paid by Unison on Site Owner's behalf within five (5) business days of Site Owner's receipt of an invoice from Unison. 7, Building Property Maintenance and Access. Site Owner agrees to maintain the Property. Without limiting the foregoing, except to the extent maintenance is the obligation of tenants under the Existing Agreements, Site Owner shall be solely responsible for the maintenance of the building or any other portion of the Property. Site Owner agrees to provide Unison and its Customers access to and from the Easements and all other space in the building and Propeity consistent with tlie grant of the Easements set forth in Section 1 above, twenty-four (24) hours a day, seven (7) days a week. 8, Representations: Other Covenants of Site Owner. Site Owner represents, warrants and agrees that: (a) it is the legal owner of indefeasible and marketable title to the Property with the right, power and authority to enter into this Agreement and to grant the Easements to Unison, and any consents and authorizations required in connection with the execution and delivery of this Agreement have been obtained; (b) except for the Existing Agreements and as disclosed on Exhibit D. no leases, mortgages, deeds of trust or other encumbrances affect the Property as of the Effective Dale; (c) Site Owner will comply with all governmental laws, rules and regulations applicable to the Property; (d) Site Owner has delivered to Unison true, correct and complete copies of the Existing Agreements, and, to Site Owner's best knowledge, no party is in default of any of their respective obligations under the Existing Agreements; (e) no party under the Existing Agreements has advised of any intention to exercise, nor have they exercised, any right of early termination set forth in its Existing Agreements, and further, no party has requested a reduction in the rental amount or escalator due under the Existing Agreements; (f) as of the Effective Date, Site Owner shall not, without the prior written consent of Unison, amend or modity' the Existing Agreements in any respect or exercise, any rights granted by Site Owner to Unison under this Agreement, including, without limitation, any and all rights and remedies of Site Owner under the Existing Agreements; (g) notwithstanding anything to the contrary in this Agreement, Site Owner shall comply with all obligations of the lessor under the Existing Agreements, which relate to the use, ownership and operation of Property; and (h) Site Owner shall not use nor permit its affiliates, licensees, invitees or agents to use any portion of the Property or any other;property owned or controlled by Site Owner, either directly, indirectly or by action or inaction, in a manner whlch 'jn any way could result in default of the Existing Agreements or otherwise interfere with the operations of Unison and/or any Customers. 9. Environmental Covenants and Indemnity. Site Owner represents that it has not permitted or engaged in the use of, and has no knowledge of, any substance, chemical or waste (collectively '^Substance") located on, under or about the Property that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation. Neither Site Owner nor Unison will introduce or use any such Substance on, under or about the Propeity in violation of any applicable law or regulation. No underground storage tanks for petroleum or any other Substance, or underground piping or conduits, are or have previously been located on the Property, and no asbestos-containing insulation or products containing PCB or other Substances have been placed anywhere on the Property- by Site Owner or, to Site Owner's knowledge, by any prior owner or user of the Property', Site Owner and Unison shall each defend, indemnify', protect and hold the other part)' harmless from and against all claims, costs, fines, judgments and liabilities, including attorney's fees and costs, arising out of or in connection with the presence, storage, use or 3 N0;0590924/03586:138956v) 1 disposal of any Substance on, under or about the Property caused by the acts, omissions or negligence of the indemnitying party and their respective agents, contractors and employees. The foregoing indemnity shall survive any termination of this Agreement, 10. General Indemnity. In addition to the Environmental Indemnity set forth above, Site Owner and Unison shall each indemnify, defend and hold the other harmless against any and all costs (Including reasonable attorney's fees) and claims of liability or loss arising (a) due to the breach of any representation, warranty or covenant of such indemnifying pany set forth herein; and (b) out of the use and/or occupancy of the Property' and Easements by the indemnifying party. This indemnity shall not apply to any claims to the extent arising from the gross negligence or intentional misconduct of the indemnified party. 1 1, A ssignment: Secured Parties. Unison has the unrestricted right to assign, mortgage or grant a security interest in all of Unison's interest in and to this Agreement and the Easements, and may assign this Agreement and the Easements to any such assignees, mortgagees or holders of security interests, including their successors and assigns ('"Secured Party" or, collectively, "Secured Parties"'), Site Owner agrees to notify Unison and Secured Parties (provided Unison has given Site Owner notice and contact information of Secured Parties) simultaneously of any default by Unison and give Secured Parties the same right to cure any default. If a termination, disaffrmation or rejection of this Agreement shall occur, pursuant to any laws (including any bankruptcy or insolvency laws), Site Owner will notify Secured Parties (provided Unison has given Site Owner notice and contact information of Secured Parties) promptly and Site Owner shall enter into a new easement agreement with any such Secured Party' upon the same terms of this Agreement, without requiring the payment of any additional fees. If any Secured Party shall succeed to Unison's interest under this Agreement, such Secured Party shall have no obligation to cure and no liability for any defaults of Unison accruing prior to the date that such Secured Party succeeds to such interest. Site Owner will enter into modifcations of this Agreement reasonably requested by any Secured Party. Site Owner hereby waives any and all lien rights it may have, statutory or otheiwvise, in and to the Easements and/or the Facilities or any portion thereof. 12. Estoppel Certificate. At any time during the term hereof, each party' shall have the right to deliver to the other a statement of such party certifying: (i) that this Agreement is unmodified and in full force and effect (or, if there have been modifications, stating the modifications and that the modified Agreement is in full force and effect); (ii) whether or not, to the best knowledge of the responding party, the requesting party is in default in performance of any of its obligations under this Agreement, and, if so, specifying each such default; (iii) that there are no amounts due to the responding party from the requesting party; and (iv) any other information reasonably requested concerning this Agreement (the "Estoppel Certificate"). In the event the responding party fails to dispute the Estoppel Certificate by delivery to the requesting party of a notice specifying the nature and circumstances of any matter in the Estoppel Certificate that is disputed by the responding party within ten (10) days of receipt of the Estoppel Certificate, then all matters specified in the Estoppel Certificate shall be deemed true and correct, and the Estoppel Certificate shall thereafter be binding on the Parties, Secured Party or any party designated by the requesting party, and all of such parties may thereafter rely on the Estoppel Certificate as a conclusive statement of fact by the responding party as to the matters set forth therein. 13, Additional Customers, It is the intent pf the Parties to encourage the addition of Customers to the Property throughout and after the term hereof. Site Owner hereby irrevocably constitutes and appoints Unison as its true and lawful attorney-in-fact, with full power of substitution and resubstitution to negotiate and consummate leases, licenses and/or other agreements of use with Customers having a duration beyond the term of this Agreement. Site Owner ratifies and acknowledges the right of Unison to enter into such agreements, and the Property and Site Owner will be bound by such agreements throughout and after the termination of this Agreement for any reason. Site Owner acknowledges that all such agreements entered into by Unison shall survive the termination of this Agreement for any reason, Site Ow'ner agrees that it shall not, directly or indirectly, divert or solicit the business of any of Unison's Customers on behalf of itself or on behalf of any third party. Unison shall have a right of first refusal to acquire, on the same terms and conditions offered by or to a third paity, any interest in the Property or any portion thereof being transferred by Site Owner for wireless communication purposes such as described in Section 1 above. Site Owner shall, prior to granting or transferring such interest, notify Unison with a copy of the offer including the price and terms thereof. The foregoing is a continuing right in favor of Unison and shall not be extinguished by Unison's exercise or non-exercise of such right on one or more occasions, Upon the grant or transfer of the Propert)', or any 4 NO;0590924/03586:138956y1 1 portion thereof, to a third part)', Site Owner shall immediately notify Onison in writing of such grant or transfer, with the name and address of the purchaser, 14, Conde mnation. In the event of any condemnation of the Easements in whole or in part, Unison shall be entitled to file claims against the condemning authority for, and to receive, the value of the portion of the Property so taken on which the Easements are located, business dislocation expenses and any other award or compensation to which Unison may be legally entitled. Site Owner hereby assigns to Unison any such claims and agrees that any claims made by Site Owner will not reduce the claims made by Unison. 15, Cove nant Running with the Land, The provisions of and covenants contained in this Agreement shall run with the land and shall bind and inure to the benefit of the Parties and their respective successors, heirs and/or assigns as their interests may appear, 16, Dispute Resolution. (a) If Unison fails to perform any of its obligations under this Agreement, Site Owner agrees to notify' Unison and any Secured Parties, provided Unison has given Site Owner notice and contact information of Secured Parties, in writing of any default by Unison, and to give Unison and/or any Secured Parties the right to cure any default within a period of not less than sixty (60) days from Unison's receipt of the written default notice. If Unison or any Secured Parties shall fail to cure any default in accordance with this Section, Site Owner agrees that its only remedies for such default shall be specific performance or damages. Any and all damages for which Site Owner may be compensated is limited to the actual damages of Site Owner and Unison's liability shall be limited to its interest in the Property, In the event that any dispute or claim arises that could impair the use or possession of the Facilities by Unison or its Customers, Unison shall have the right to seek injunctive relief, without the necessity of posting a bond. (b) Except as set forth in Section 16(a), in the event of any dispute arising out of this Agreement, the following dispute resolution process shall be followed: (i) upon a party's written notice of dispute to the other parly, an authorized representative of the Site Owner and Unison shall, through a good faith negotiation, attempt to settle a w'ritten resolution within thirty (30) days and (ii) if such negotiation attempts fail, the dispute shall be submitted by (he parties to a mutually agreed upon arbitrator for a binding and final arbitration decision in accordance with the rules of the American Arbitration Association ("AAA") and using the Federal Rules of Evidence and Civil Procedure. In the event the parties are unable to mutually agree to an arbitrator, each party shall select their own arbitrator, and each such arbitrator shall thereafter mutually agree on a third arbitrator, and the majority decision by all such arbitrators shall be final and binding on the parties. Each party shall pay one-half of all arbitrator professional fees and the prevailing party, in any proceedings under this Section 16, shall be entitled to recover all costs incurred in connection therewith, including legal fees. 17. Notices, All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given one (1) business day after posting with a nationally recognized overnight courier service, or the earlier of receipt or ten (10) days after posting by registered or certified mail, return receipt requested, to the adch'esses of Site Owner and Unison set forth on the signature page. Either part)' may change its notice address by providing a new recipient name and address by notice as set forth in this paragraph, 18. Miscella neous, (a) This Agreement and all Exhibits attached hereto constitute the entire agreement and understanding of Site Owner and Unison with respect to the subject matter of this Agreement, and supersedes all offers, negotiations and any other written or verbal agreements; (b) any amendments to this Agreement must be in writing and executed by both parties; (c) this Agreement is governed by the laws of the State in which the Property is located; (d) if any term of this Agreement is found to be void or invalid, such provision shall be fully severable herefrom and such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect, and this Agreement shall be reformed and construed as if such invalid provision had never been contained herein, and if possible, such provisions shall be reformed to the maximum extent permitted under applicable law to render same valid, operative and enforceable to reflect the intent of the Parties as expressed herein; (e) upon the request of Unison, Site Owner shall execute a Memorandum of this Agreement and such plats or surveys as deemed reasonably necessary by Unison for recordation in the public records of the County in which the Property is located; (f) the paragraph headings of this Agreement have been inserted for convenience of reference only, and shall in no way modify or restrict the terms of this Agreement; (g) Site Owner acknowledges that Unison has not provided any 5 NO:0590924/03586;13B95bv] 1 legal or tax advice to Site Owner in connection with the execution of this instrument; and (h) this Agreement may be executed in any number of counterparts, each of which shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same instrument, ______ 19, Ins urance Unison shall carry and maintain commercial general liability insurance against bodily injury and propert)' damage with minimum limits of One Million and No/100 Dollars ($1,000,000,00) each occurrence and Five Million and No/100 Dollars ($5,000,000,00) general aggregate. The policy shall name Site Owner as an additional insured with respect to liability arising out of Unison's use of the Property, Certificates of insurance showing Site Owner as additional insured, premiums prepaid, shall be deposited with Site Ovimer upon request and shall contain provision for thirty (30) days notice to Site Owner prior to any cancellation or non-renewal except for ten (10) days notice for non-payment of premium. ISIGNATURE PAGES TO FOLLOW. 1 6 N0:05 9 0 9 24/03 5 86:13 8956v 1 1 !N WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. t f WITNESSES: SITE OWNER"; FIVE POINTS HOSPITALTIY OF BIRMINGHAM z 6?yiK>yX2y\, LLC, a Georgia limited liability company i Prim Name: m''?; 'p/jjen By: Long and Cox erties, Inc., a Georgia corporation, it fe ihaMger U Print Name; f By: Name: 1)0 Title: PresidCTt By:. NameT_^ sUZ. Title; Secretaiy Address: 1820 Water Place Southeast City: Atlanta State; Georgia Zip: 30339-2071 Tel; ■i'^n-q65- OoA'h Fax: .DlO-iolA -OS-hO 7 N0;0590924/03586:l 38956V1 1 f^lohc/^rcCK STATE OF COLHs'TY OF On this " 2^^ day of UYVCM_____ ^ 2010, before me the undersigned, a Notar>' Public in and for said County and State, personally appeared "iSg D-^ to me personally known,, who, being by me duly sworn, did say that he/she is the President of Long and Cox Properties, Inc,, a Georgia corporation, the sole manager of said Five Points Hospitality of Birmingham, LLC, a Georgia limited liability company; that no seal has been procured by the said limited liability company; that said instrument was signed on behalf of said limited liability company by authority of its Manager and/or Members, and the said President acknowledged the execution of said instrument to b^he free act an<^- of said /imited liability company, by it and by him/or voluntarily executed. / Not ublic in anqfdr/said County and Stale STATE OF)) ss: COUNTY OF) On this day of A___________, 2010, before me the undersigned, a Notary Public in and for said County and State, personally appeared / t\j v^eJ. to me personally known, who, being by me duly sworn, did say that he/she is the Secretary'of Long and Cox Properties, Inc., a Georgia corporation, the sole manager of said Five Points Hospitality of Birmingham, LLC, a Georgia limited liability company; that no seal has been procured by the said limited liability company; that said instrument was signed on behalf of said limited liability company by authority of its Manager and/or Members, and the said Secretaiy' acknowledged the execution of said instrument to be the free act and deed of said limited liability company, by it and by him/or voluntarily executed. •-S C Notary Public in and for said County and State \ EXP'RGS \ . GEORGIA, i \ MAR. 21.2010 ' 7 % 8 N0:0590924/03 586; 138956v 1 1 IN WITNESS WHEREOF, the panics hereto have executed this Agreement as of the date first written above. •UNISON": WITNESSES: . T6 UNISON SITE MANAGEMENT LLC, a D^wa-r-e limited liabili' //, JByr----G 7*- Print Naiue: /■' Name: wes'RTHolmes TitT^ uthorized Signatory Print Narne:_ Daryn Strauss Addresst P, O, Box 1951 Frederick State: Maryland Zip: 21702-0951 Tel: (646) 452-5455 Fax; (301) 360-0635 STATE OF NEW YORK)) ss. COUNTY OF NEW YORK) On the 16th day of Februar>' in the year of 2010, before me, the undersigned, a Notary Public in and for said state, personally appeared James R. Holmes, Authorized Signatory of T6 Unison Site Management LLC, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/lier signature on the instrument the individual or the entity upon behalf of which the individual acted, executed the instrument. WITNESS my h^d and official seal. Signatory My Commission •ires; Commission Number: STEPHANIE NOVICK Notary Public, State of New York NO.O1NO5O35990 Qualified In New York County Commission Expires Nov, 14,2010 9 N0:0590924/03586:138956V) 1 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY B, fn Pickwick Place, a Co^ndominlum Devebpent, In M, Place, a CcntoWiim Devefeifpmeiit dated Septemibsr 1?, 1ISS and in October 2S, 1S8^^, In Real Volsma 2W, page 412, in the Profoste Oftce of Jrfferaon County, Ay^ama fto Exhibit B theretc; die By-Uws of Pickwick Place, Inc. are attached as Exhibit C thereto; Declaration of Eaeernents and Restrictions k attached as Exhibits D theretot together with an undivided 7B J2 percent intar^t m the common elements assigii^tl to said Unit B, a$ set forth i ¥ U 10 N0:0590924/035B6;138956V1 1 EXHIBIT B-1 COMMUNICATION EASEMENT That portion of the Property on which any Facilities exist on the date of this Agreement together with the portion of the Property leased by Site Owner under the Existing Agreements, and the portion of the Property described as follows: The entire roof of the building located on the Propeny described in Exhibit A hereof (the ''Building''); and the roof exterior walls and interior space of the penthouse structure located on the roof of the Building; that portion of the interior and exterior of the Building necessary for the existing coax cable, and cabling runs connecting the antennas mounted on the roof of the Building to the Facilities, Site Owner herein agrees that this legal description may be substituted at a later date upon presentation of a survey of the property more clearly defining the location thereof. Agreed and Approved: Site Owner: Five Points Hospitalitywf inghj^, LLC By: Long an IX P/opertie! my? mager By: Name: Title: Presidei Date:______ By: ■Name: I ji.-4 f Title: Secretary'' Date: UoMii (■Ntme; 'ames R. Holmes Title: Kuthcfrized Signatory Date: / icr7'O 11 N0:0590924/03586; 1 38956y 1 1 EXHIBIT B-2 ACCESS AND UTILITY EASEMENTS Thai portion of the Property on which any Facilities exist on the date of this Agreement or provided by Site Owner under the Existing Agreements for access and utility providers, including the following; Access Easement: All rights of ingress and egress across the Property, more fully described on Exhibit "A" hereof, to and from the Communication Easement described in Exhibit B-) hereof, providing access to a publicly dedicated roadway, including but not limited to 20th Street South (hereinafter the "Access Easement"!, along with the right to use said Access Easement for the development, repair, maintenance and removal of utilities providing service to the Communication Easement and the Facilities, as defined herein, and any related activities and uses. Utility Easement; A non-exclusive easement in, to, underand over portions of the Property for ingress and egress to the Communication Easement, conduits, shafts, raceways or other designated space to connect the telecommunications equipment to other locations inside or outside the building as is necessaiy to install wiring, electronic equipment and other persona) property, and to support and maintain the Facilities (hereinafter the "Utility Easement'T along with the right to use said Utility Easement for the development, repair, maintenance and removal of utilities providing service to the Communication Easement and the Facilities, as defined herein, and any related activities and uses, Site Owner herein agrees that this legal description may be substituted at a later date upon presentation of a survey of the property more clearly defining the location thereof Agreed and Approved: Site Owner: Five Points Hospitalii Eimingham, LLC By: Long Cpx rfmeerlCe^ i, its »le manager r By: Name: 11 {.0^ Title: Presided Date: I pv. / /d;3' By: Name: 11 1 Title: Secret ary Date; fjJbrVa/rY <^1 Unii m: By: ^ame: Jaynes R, Holmes Title; Attlmri&ed Stenatory Date;__ ^ \ii LCrid 12 N0:0590924/03586:l 38956V1 1 EXHIBIT C EXISTING AGREEMENTS Site Owner assigns and transfers to Unison, as of the effective date herein, a)) of its right, titie and interest in, to and under any existing lease agreements, and any amendments, transfers, modifications and/or assignments thereof, affecting any portion of the Property leased by Site Owner under any Existing Agreements, including, without limitation, the following; 1, That certain Building and Roof Lease Agreement by and between Pickwick Investments, L.L.C., as lessor, and Powertel/Birmingham, Inc,, as lessee, dated May 16,1997, together with all modifications and memoranda related thereto. 2. Building and Rooftop Lease Agreement by and between Pickwick Investments, LLC, as Lessor, and Cellco Partnership, a Delaware general partnership, d/b/a Verizon Wireless, as Lessee, dated July 7, 2006, as evidenced by a Memorandum of Building and Rooftop Lease dated July 6, 2006 and recorded July 11, 2006 in Book LR 200611, Page 21749. Read, Agreed and Approved: Site Owner: Five Points Hospital/ Birmingham, LLC By; Long ^diCo^Fn niann\its sole manager By: A Name; j 2 Date: ^ jT<W^ Title: President By; cSL\nr\ Name: \ i ^ iQ Title: Secretaly Date:....bruizy A6 Uniwn: By: ame: JaJWJsrPrFloTme's itle: AuthyrizecfSignatory Date: \2J(9>J 13 N0;0590924/03586:138956vl 1 EXHIBIT D TITLE ENCUMBRANCES The Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing in the amount of up to $4,600,000.00, dated as of January 10, 2007, and executed by Five Points Hospitalit)' of Birmingham, LLC, as borrower, in favor of The National Republic Bank of Chicago, a national bank, as lender, recorded January 10, 2007 in Book LR200701, Page 16533, for which a Non-Disturbance Agreement has been executed in favor of Unison and recorded in Book, Page Jefferson Count)', Alabama, 14 N0:059 0 9 2 4/03 586; 138956v 1 1 SITE management 6%^oS5 T6 Unison Site Management LLC 92 Thomas Johnson Drive, Suite 130, Frederick, Maryland 21702 (212) 755-4900 r wvw.unisonsite.com February,2010 Via Certified Mail / Return Receipt Verizon Wireless 180 Washington Valley Road Bedminster, NJ 07921 Attention: Network Real Estate Re: Building and Rooftop Lease Agreement ("Lease") entered the 7th day of July, 2006 by and between Five Points Hospitality of Birmingham, LLC, a Georgia limited liability company, successor in interest to Pickwick Investments, LLC ("Landlord) and (2ellco Partnership, a Delaware general partnership d/b/a Verizon Wireless ("Tenant"), as evidenced by Memorandum of Building and Rooftop Lease dated the 6 day of July, 2006 and recorded the 1day of July, 2006 in Book LR200611, page 21749. Landlord Name: FIVE POINTS HOSPITALITY OF BIRMINGHAM, LLC Site Name/ID: PICKWICK HOTEL/170596 T6 Unison ID: 302772 Dear Lessee; Please take notice that, pursuant to an agreement ("Agreement") effective as of the effective date indicated on the attached Wireless Communication Easement and Assignment, the Lease has been assigned to T6 Unison Site Management LLC ("Unison"). Pursuant to the Agreement of the parties, rent is to be remitted to Unison. Please note the new payment and notice addresses set forth below; For Purposes of Payment: T6 Unison Site Management LLC P.O. Box 75655 Baltimore, Maryland 21275-5655 ffGHT OF THE HCTURN ADDRESS, FOLD AT DOTTED LINE For Billing and Rent Questions: CERTIFIED MAIL TM T6 Unison Site Management LLC Attn: Lease/Contract Administration 92 Thomas Johnson Drive, Suite 130 Frederick, Maryland 21702 Phone: (646) 452-5455 7UU^ EE50 DQOD bbflO For Purposes of Notice: T6 Unison Site Management LLC Attn: Lease/Contract Administration 92 Thomas Johnson Drive, Suite 130 EXHIBIT Frederick, Maryland 21702 1 UNISON SITE MANAGEMENT T6 Unison Site Management LLC www.unisonsite.com With A Copy To: T6 Unison Site Management LLC 340 Madison Avenue Suite 12F New York, NY 10173 Please ensure that either your site id or UNISON'S is printed on the remittance advice for each payment. Any other reference may not allow UNISON to properly and/or timely recognize the payment. Site Owner and Unison agree that any rent payments received by Site Owner after the date of this correspondence will be immediately endorsed to be payable to T6 Unison Site Management LLC and forwarded to Unison at the PAYMENT address noted above. Site Owner also agrees to immediately reimburse Unison for any payment or portion thereof received prior to settlement but which covers a period of time from the settlement date forward; except any of same prorated on the Settlement Statement and withheld at closing. However, Tenant is ultimately responsible for proper payment of the rent. We trust this information will enable you to process the payments on Lease. If there are any other items you require, please let us know at the new notice address. We also request that you review and execute the Tenant Estoppel letter to confirm Unison's understanding of the contract terms and conditions governing this site. Please feel free to contact Mark Kasten at (646) 452-5455 if you have any questions regarding this matter. Thank you for your time and attention to this matter. Sincerely yours, Five Points Hospitality of Birmingham, LLC T6 Unison Site Management LLC: By: Long aidyCox Properties, Inc., its sole manager. By^ ames R. Holmes Titfe: Authorized Signatory Byi U to, Title'; President \J By: i)■ i /p<,(> Up r Title: Secretary 1 U N SON SITE MANAGEMENT T6 Unison Site Management LLC www.unisonsite.com cc: Rebecca Baker, Esq. PENNINGTON LAW FIRM, LLP 1501 Main Street, Suite 600 (29201) P.O. Box 2844 Columbia, SC 29202 1 TENANT ESTOPPEL LETTER March 30, 2010 T6 Unison Site Management LLC 92 Thomas Johnson Drive, Suite 130 Frederick, Maryland 21702 Attention: Lease Admin. /Contracts Re: Building and Rooftop Lease Agreement ("Lease") entered the 7th day of July, 2006 by and between Five Points Hospitality of Birmingham, LLC, a Georgia limited liability company, successor in interest to Pickwick Investments, LLC ("Landlord") and Cellco Partnership, a Delaware general partnership d/b/a Verizon Wireless ("Tenant"), as evidenced by Memorandum of Building and Rooftop Lease dated the 6'^ day of July, 2006 and recorded the 11*^ day of July, 2006 in Book LR200611, page 21749. Landlord Name: FIVE POINTS HOSPITALITY OF BIRMINGHAM, LLC Site Name/ID: PICKWICK HOTEL/170596 T6 Unison ID: 302772 Dear Sirs: In connection with the acquisition of the Premises by T6 Unison Site Management LLC, or its nominee ("Assignee"), and the corresponding assignment of the above referenced Lease, the undersigned Tenant hereby certifies to Assignee that the following statements are true, correct and complete as of the date hereof: 1. Tenant is the tenant under the Lease for the Premises. The term of the Lease commenced on and will expire on. There have been no amendments, modifications or revisions to the Lease, and there are no agreements of any kind between Landlord and Tenant regarding the Premises, except as provided in the Lease. 2. The Lease has been duly authorized and executed by Tenant and is in full force and effect, and attached hereto as Exhibit A is a true, correct and complete copy of the Lease. 3. Tenant has accepted and is in possession of the Premises and is presently occupying the Premises. Other than assignments of a collateral nature in connection with financings, the Lease has not been assigned, by operation of law or otherwise, by Tenant. If the landlord named in the Lease is other than Assignee, Tenant recognizes Assignee as the landlord under the Lease and agrees to make all payments under the Lease to Assignee. Tenant Estoppel Letter Page 1 of 4 1 4. Tenant began paying rent on________ . Tenant is currently obligated to pay rent under the Lease in the monthly amount of ($ _______). No rent under the Lease has been paid more than (__) month(s) in advance, and no other sums or security deposits have been deposited with Landlord except in the amount of $ . (If none, state "NONE"). Tenant is not entitled to rent concessions or free rent except as set forth below: [Describe exceptions to foregoing representation. If there are none, state "none."] _________ . 5. All conditions and obligations of Landlord under the Lease to be satisfied or performed by Landlord as of the date hereof have been fully satisfied or performed except as set forth below; [Describe exceptions to foregoing representation. If there are none, state "none."] ______ 6. There exists no defense to, or right of offset against, enforcement of the Lease by Landlord. Neither Landlord nor Tenant is in default under the Lease and no event has occurred which, with the giving of notice or passage of time, or both, could result in such a default except as set forth below: [Describe exceptions to foregoing representation. If there are none, state "none."] _________ .. 7. Tenant has not received any notice of any present violation of any federal, state, county or municipal laws, regulations, ordinances, orders or directives relating to the use or condition of the Premises, 8. Assignee may from time to time grant to certain lenders selected by Assignee and its affiliates (the "Lenders") a lien on and security interest in Assignee's interest in the Lease as collateral security for the repayment of any indebtedness to the Lenders. Tenant hereby agrees to subordinate any security interest, lien, claim or other similar right, including, without limitation, rights of levy or distraint for rent, Tenant may have in or on the Lease, whether arising by agreement or by law, to the liens and/or security interests in favor of the Lenders, whether currently existing or arising in the future. Nothing contained herein shall be construed to grant a lien upon or security interest in any of Tenant's assets. Should Lender exercise any rights of Assignee under the Ground Lease, including the right to exercise any renewal option(s) or purchase optlon(s) set forth in the Ground Lease, Tenant agrees to accept such exercise of rights by Lenders as if same had been exercised by Assignee, and Assignee, by signing below, confirms its agreement with this provision. If there shall be a monetary default by Assignee under the Ground Lease, Tenant shall accept the cure thereof by Lenders within fifteen (15) days after the expiration of any grace period provided to Assignee under the Ground Lease to cure such default, prior to terminating the Ground Lease. If there shall be a non-monetary default by Assignee under the Lease, Tenant shall accept the cure thereof by Lenders within thirty (30) days after the expiration of any grace period provided to Assignee under the Lease to cure such default, prior to terminating the Lease. The Lease may not be amended in any respect which would be reasonably likely to have a material adverse effect on Lenders' interest therein or surrendered, terminated or cancelled, without the prior written consent.of Lenders to the Tenant Estoppel Letter Page 2 of4 1 extent that Tenant has actual notice of such material adverse effect standards or unless Tenant is willing to enter into a new lease as follows. If the Lease is terminated as result of an Assignee default or is rejected in any bankruptcy proceeding, Tenant will enter into a new lease with Lenders or their designee on the same terms as the Lease within 15 days of Lenders' request made within 30 days of notice of such termination or rejection (if Tenant has been provided with notice of Lender's address as provided below), provided Lenders pay all past due amounts under the Lease. The foregoing is not applicable to normal expirations of the term of the Ground Lease. In the event Tenant gives Assignee any notice of default under the terms of the Lease, Tenant shall simultaneously give a copy of such notice to Lender at an address to be supplied by Assignee to Tenant by certified mail or other delivery with acknowledged receipt not less than ten (1,0) days prior to the original notice. Assignee shall have the right to record a memorandum of the terms of this paragraph. The agreements and certifications set forth herein are not intended to affect Lessor's obligations and duties under the Lease are made with the knowledge and intent that Assignee will rely on them in purchasing the Premises, and Assignee's successors and assigns, and no other parties, may rely upon them for that purpose. Very truly yours, [TENANT]: By; Name: Title; Tenant Estoppel Letter Page 3 of 4 1 EXHIBIT A LEASE Tenant Estoppel Letter Page 4 of 4 1 Lessee Site Name: Pickwick Hotel Lessee Contract Number: 67085 FIRST AMENDMENT TO BUILDING AND ROOFTOP LEASE AGREEMENT This First Amendment to Building and Rooftop Lease Agreement (the "Amendment") is made as of the (day of At,, 2010 (the "Effective Date"), by and between T6 Unison Site Management LLC, a elaware limited liability company ("Lessor"), and Cellco Partnership, a Delaware general partnership, d/b/a Verizon Wireless ("Lessee"), with reference to the facts set forth in the recitals below: RECITALS A. Pickwick Investments, LLC (^"Original Lessor"), predecessor-in-interest to Lessor, and Lessee entered into that certain Building and Rooftop Lease Agreement dated July 7, 2006 (the "Agreement"), pursuant to which Original Lessor granted Lessee the right to lease a portion of the property (the "Premises") located at 1023 20^^ Street South, Birmingham, Alabama (the "Property"), all as more particularly described in the Agreement, together with utility cable space, a right of access and a right to install utilities. B. By that certain Wireless Communication Easement and Assignment Agreement dated as of February 26, 2010 (^"Assignment Agreement"), by and between Lessor and Five Points Hospitality of Birmingham, LLC, a Georgia limited liability company ("Site Owner"), successor-in- interest to Original Lessor, Site Owner assigned its rights, title and interest in the Agreement to Lessor. Lessor is the current lessor under the Agreement. C. Lessor and Lessee have agreed to amend the Agreement to, among other things, permit Lessee to install six (6) additional antennas on the Premises and increase the monthly rent payable to Lessor. AGREEMENT NOW, THEREFORE, in consideration of the facts contained in the recitals above, the mutual covenants and conditions below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Modification to Premises. The Agreement is hereby amended to allow Lessee to modify its equipment at the Premises, specifically for the installation, maintenance and operation of six (6) additional antennas, along with associated cables, conduits and appurtenances, as shown on Exhibit "A-l" attached hereto and incorporated by reference herein. Exhibit "A" to the Agreement is hereby deleted in its entirety and replaced with Exhibit "A-l" attached hereto. Lessor specifically consents to the changes, alterations, improvements, revisions, additions, substitutions, and/or replacements which are necessai^ to substantially conform the existing facility to the facility depicted in Exhibit "A-l". Lessee shall provide Lessor with a certification fiom a structural engineer certifying that the existing rooftop can structurally accommodate the additional antennas at the locations reflected in Exhibit A-l attached hereto. (EXHIBIT Unison Site 302772 1 D Pickwick Hotel 1 Lessee Site Name: Pickwick Hotel Lessee Contract Number: 67085 2. Additional Rent Effective the first day of the month following the full execution of this Amendment, the monthly rent payable by Lessee to Lessor shall increase by Three Hundred and 00/100 Dollars ($300.00). Rent shall continue to escalate annually in accordance with the terms of the Agreement. 3. Continued Effect. Except as specifically modified by this Amendment, all of the terms and conditions of the Agreement shall remain in full force and effect. In the event of a conflict between any term and provision of the Agreement and this Amendment, the terms and provisions of this Amendment shall control. In addition, except as otherwise stated in this Amendment, all initially capitalized terms will have the same respective defined meaning stated in the Agreement. All captions are for reference purposes only and shall not be used in the construction or interpretation of this Amendment. 4. Authority. Each party represents, warrants and stipulates that it has full right and authority to enter into this Amendment. Lessor represents, warrants and stipulates that it is the legal successor-in-interest to Site Owner under the Agreement and that the Agreement, which this Amendment amends, is a legal, valid, binding and enforceable obligation of Lessor. In the event of any dispute arising out of or related to this Amendment or the Agreement that it amends. Lessor hereby waives, relinquishes and discharges any defense it may have that it is not a party to the original Agreement or is not the proper party to execute this Amendment. Further, Lessor agrees to indemnify, defend and hold Lessee harmless against any claim by Site Owner directly resulting from the breach of the representations and warranties of Lessor specified in this Section, 5. Notices. Notices to Lessor are to be sent to: T6 Unison Site Management LLC, P.O. Box 1951, Frederick, Maryland 21702-0951, Attn.: Lease Administration, with a mandatory copy to: T6 Unison Site Management LLC, 340 Madison Avenue, Suite 12F, New York, New York 10173, Attn.: CEO. 6. Assignment Agreement, Lessee acknowledges that it has read and received the Assignment Agreement and agrees that Lessee shall not perform any act or omission which would cause Lessor to default under the Assignment Agreement. Through the remuinder of the existing term, including renewal terms, of the Agreement only. Lessee does not waive, and specifically reserves any rights it may have to object to the legality, validity and enforcement of the granting of the Assignment Agreement, as well as the transfer and assignment of the Agreement to Lessor pursuant to the Assignment Agreement. Lessor acknowledges that it has received written notice of the above from Lessee. 7. Successors and Assigns. This Amendment will be binding on and inure to the benefit of the parties herein, their heirs, executors, administrators, successors-in-interest and assigns. [Signatures to appear on following page] Pickwick Hotel Unison Site 302772 1 Lessee Site Name: Pickwick Hotel Lessee Contract Number: 67085 JN WITNESS WHEREOF, Lessor and Lessee have caused this Amendment to be executed by each party's duly authorized representative effective as of the date first above written. Lessor; T6 ON SITE MANAGEMENT LLC, a] 0jimhe^iahility,6empany By: le; rHohnes /roe: . vuthprieed &gnatoiy 15 Lessee; CELLCO PARTNERSHIP,, a Delaware general partnershij d/b/a Verizon Wifeless / / By: Name: Hahs F/ Leuienegger Its: Area ViceiPresident Network Date: Unison Site 302772 Piclwick Hotel 3 1 EXHIBIT A-1 SITE ELAN [SEE ATTACHED] Lessor and Lessee agree lhat the draft site plan attached hereto may be suh^ti^d at a later date upon the parties' mutvud approval of construction dravrtngs more clearly defining and depicting Lessee's installation at the Premises. Unisoti Site 3Q2772 Pickwick Hotel 1 Pkkwick Hotel Aatenna Diagram mstm mm / NEW tESSEE MEW USSEE^—V BRIDGE. SEEDEIML4 COW ROUTED 0N\ penthouse: ROOF X im SHEET S5 /—EJQCTIMC 12" CCNCRETE SIEEPCR (TYP) EXBIINS HdaSlWD 1 lESSEE FUTURES-----^ tomepout\ UQDCEU. CASMET ^ NEW lESS^— UOOCEU. CASHErX^ V LOWER t LEVEL ROOF X I NEW LESSEE--- 25'-B'*ir-ir Vi LEASE AREA ^NEW LESSEE COAX LADDER. - NEW LESSEE-^ SEE OETAIIS I * 2 SHEET 07^ B- CONC NEW LESSEE---- I V cable TRAY; SLEEP ELBMTEO STEEL. SEE 0E7AJL 3 EXlStlNO PLATFORM Ei 'SHEET 07 HYAC i.: LESSEE SATTBRY CABINEr DfiSHK itMo 1>V wall -J ' ^-lessee FUTURE \ BATTESi^ CABINET - EXISHKG BUllXJlNO V UPPER COLUNN LEVEL ROOF ~\ Prqpriotaiy & Cofifideiitial 1 Lessor Site Name/Number: FIVE POINTS HOSPITALITY RT AL, AL / 275996 Lessor Contract Number: 313596 Lessee Site Name/Number: Pickwick Hotel/ 170596 SECOND AMENDMENT TO BUILDING AND ROOFTOP LEASE AGREEMENT This Second Amendment (the "Second Amendment") to that certain Building and Rooftop Lease Agreement dated July 7, 2006 by and between Pickwick Investments, LLC and Cellco Partnership, as amended by a First Amendment to Building and Rooftop Lease Agreement between T6 Unison Site Management LLC and Cellco Partnership dated August 16, 2010 (as amended, the "Agreement") is made and entered into as of the latter signature date hereof, by and between Ulysses Asset Sub II, LLC, a Delaware limited liability company, as successor in interest to Pickwick Investments, LLC (the "Lessor") and Cellco Partnership (the "Lessee") (collectively, the "Parties"). RECITALS WHEREAS, Lessor owns an easement and the right to lease a portion of the property (the "Premises") located at 1023 20th Street South, Birmingham, AL 35205- 2622, more commonly known to Lessor as the FIVE POINTS HOSPITALITY RT AL, AL tower site (the "Property"); and WHEREAS, Lessor and Lessee entered into the Agreement for the use of a certain portion of the Premises; and WHEREAS, Lessee desires to modify its equipment at the Premises ("Modified Equipment"). NOW THEREFORE, in consideration of the foregoing promises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: 1) Lessor and Lessee agree and acknowledge that Lessee shall modify its equipment for a final installed configuration pursuant to Exhibit A-2. 2) Lessor and Lessee agree and acknowledge that as of the date this First Amendment is fully executed. Lessee's equipment information set forth in the Agreement shall hereby be deleted in its entirety and shall be replaced with Exhibit A-2 attached hereto and incorporated by this reference. In the event of inconsistency or discrepancy between the Exhibit A-2 and Lessee s equipment information set forth in the Agreement, the Exhibit A-2 shall control. 3) Notwithstanding anything to the contrary in the Agreement, the offer to Lessee expressed in this Second Amendment shall automatically become null and void with no further obligation by either party hereto if a structural analysis of the Premises completed after the execution of this First Amendment by Lessor but before the commencement date of the installation of Lessee's Modified Equipment indicates that the Premises is not suitable for Lessee's Modified EXHIBIT 1 -E 1 Lessor Site Name/Number: FIVE POINTS HOSPITALITY RT AL, AL / 275996 Lessor Contract Number: 313596 Lessee Site Name/Number: Pickwick Hotel/170596 Equipment unless Lessor and Lessee mutually agree that structural modifications or repairs shall be made to the Premises on mutually agreeable terms. 4) Lessor and Lessee agree and acknowledge that all future payments of the Rent shall be made to the Lessor at the following remittance address: T6 Unison Site Management P.O. Box 75655 Baltimore, MD 21275-5655 Or for overnight delivery to: T6 Unison Site Management C/O Wachovia Bank Lockbox #75655 7175 Columbia Gateway Drive Columbia, MD 21046 5) Capitalized terms contained herein, unless otherwise defined, are intended to have the same meaning and effect as that set forth in the Agreement. 6) All other terms and provisions of the Agreement remain in full force and effect. [SIGNATURES APPEAR ON THE NEXT PAGE] [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY] 2 1 Lessor Site Name/Number: FIVE POINTS HOSPITALITY RT AL, AL 7275996 Lessor Contract Number: 313596 Lessee Site Name/Number: Pickwick Hotel/170596 IN WITNESS WHEREOF, the Parties hereto have set their hands to this Second Amendinent to that certai n Building and Rooftop Lease Agreement as of the day and year written below: LESSOR: LESSEE Ulysses Asset Sub Ih LLC Cellco Partnership a Delaware limited liability company a Delaware general partnership d/b/a Verizon Wireless By By: A Name: Aparna Kliuijekar ^^""^Margarot Robinson Title; Senior Counsel Title: Aiea Vice President Network Date: iiMo Date: lca]ailjLbra> 3 1 Lessor Site Name/Number: FIVE POINTS HOSPITALITY RT AL, AL / 275996 Lessor Contract Number; 313596 Lessee Site Name/Numben Pickwick Hotel/ 170596 EXraBITA-2 4 1 t • AIVIERICAIM TOWER A i:\iiitin \Vt i ivf Lv;AS^tsi»A<:KKF.oiaui:Mi:.vrs |•KIM^KV.1'^ l,l^\SI .MU A. IK>i«.'rih'4i«' l.xUMInil .'iW.'vn li­ nn. Js n NA lull) Ik-xKiI OUAVIIIVOI l AIlIM IS* N',\ Wol'hf liii llh) lull) liXhlul nmsH' l.vWsllllU K'A K'A Mill II u WWIn till »»0 llV^vliiUK I |.i|jil*fivn! I xWxIlihi S'A N'A r.xMttJi I UNIM WVi/ln (ill lb«> t ull) I InV^xIIihi S A M \!«»S Ni I I ts HI i-M r v|:. i i 11 i:k A i ins (ii 1- NA ihx'li ir*'i» x\1i *(fji.c «•! IlK'I'JitMiu^i, IIACkllP l*()\VKK UiCijtIlUFMKNTS Dl.>.IHAinii,Mil Ill OUmiU X .(SI liMnii iimui^h^lJ U.l,- .1M UmIv ISMlIliti vimilKSMIl MK I'liinjrx k, |',tl(L3Ji I, J'CjI \nlMHO\Al IIASI AKI UliVllHlI* I sV\ ini S A UlkllAI tlilMSiW.lU. I Al'Ai in (kVV| S \ ll<M iVI'l S A M\S1 lAl'lUlil K S'\ MAkI. MIMMI N A |'Anil)l<.<;i,MI<:\I.Oli. |iuikii\ii'ii4 I vVVvIl till S'lA l^iiL Ma'IUiII S'a \V\ \ JANK I \SV\ll (III S'/V ll',u>.ni>i«*]<' l>tt\lllll>SA liilh |,^i.lvil WVvliHlI'O N A l»,U» I (>|r| I 1,1 I \M; lil JV4firt.tll !1 SrXONIlAin' (iUOUS'Dt.KASK AUK.\:i(Klj(!IUKMr.NT.S Y N X ' '' |j;HhT»*u..":^v:l.\Wvll,(lllS.A nil Si| 1. N.'A rp')cv, Jlk-nw lil»*»lil) ll>*' In lli» .t, Ai)J)i I ins.M. 11,M il'Nirxi. 1'L-4v .V. JilV |).ituii*(-'ii* l.x^V xH lltiN'vN sA it.ji ■ ■ 11 am SlAO; M»H S |J'K;.wili llu' •-»-»!» J jrrJ i»\>«tn'nl ' •. i*o\vi:iurFL(:<)iu:Qi>iiu'.^ti:iNr.s AVI IIAlil Ml iM III V IS >\V| II (I ISM Niri II IS (I iiij|ii)isiVi'K(ivii>iniS'ii»» N A |i'nK\S1li«ilM .N''A riHintnMrANViimirf IIIMI IMSnl'iKlVtniNiilMWI 11 IMWrjl I'linVIlHIUlV i X IMKHOrill.S III i o iN.H ui 1 isNJ i:rui;i,iiiMii;i,Mi:K lA hiis I ii: x MH (inwAVi •ruANKMi'n:i':ii si-Kt ivicATKtNS (A unncivKU) SA SM NA lai'iCinitirf ■ S'A i niAS'sMi n i.K-iii n iviiMMi lr»i'i>it;« tm .>1 IKASSM! I'M HS HI I IIVJ KS >'A \\ NA VA S.'A SA \-'A \A- S \ N A MAMM Ani HI M N.ifU-I SVA NA S'A Mni.HVIl iMkLII N'A iVri.A 4SMHiI t;'A N'A SA I M N \ ivit.ivr ii-t iisniiKJV lOMA NA sA MW SA S A lMl)\SrillH'll1'i S'A S A M Ml*/ N A MKI'iWhUvI N-A S A NA N'A S'A in.(IHIl'Sl MVil I I;|I^I llllDiAn.i* A'.*I''I:iMi >ii) 1 V;N .V'N l/lS/HJtilfsVKriMI v-n' \-;S VS V.N \ N V.N V S' • uxi \'.S V N ws \\ Vs VS •V fUM.Ms IM C-,S \ s N \ V.' \s \ s i;'»p {V iiii VN vs v.s \ s \ M\r)\V\n\V N'.'N VS .A VfS V.S \',S VA V,\ A)S V.'N \','N vs VuN V/S V.N \'/N .V)S VA V'S \ S V.N \N VA .1 1,1. •'! Jmi i|s ilhHM/Vil.n'|'» A|6 .nir axi.n, •'» \ N V:,S V.N VS s, V,N I'VSniM llUll MIliUM/V V.N \ N V\ Vs I.STJ^ai ItO VS V.N V.N V N \ N V s It.LW \ S -•,KMV| V..S vs vs vs «l'.\\'MTN,SpisynVlf{ IN UXiJliHVj VS VS' V:'i VN \VN, V N V.N V.N V.S v,,s ■. V.'N. . H IllftUVJiiNVU' .1 NHIV.M io I WN \'N V.N \','S \ s V/N MAI iNiUJDi LSIIV.il.H'»l \s V, s V.S V.N VS • ■,VA mniiMi iM ivw»iv iN iiv.ii H vs Vs \ s VS \^'n: ISMN rsill! Vl\ll.) AI.VHnOMUll J*' MVI \s vs vs V s V.S, •MAI iNllS.n u'n ss()i,tA-.)iJi.Ki.is,l.!i;^iv<iiiif)3 v^J^;■I.l.^;v V'S VS -V »•! A »'i i/iK/M;iLiisvi(n.sii V,.S V.N •) ''IHM'II:mai INI I .f.ivV- \'/.S V.S (Mil r i'C ! Jli»L>|S/|||;IlM/:V|I,nj •At<t:isri N S' VN r I (lit \ s vs \ s \ S \s'S \ S •N '•N ..Wm, p-' VS •'S V..S \ s 'msiv:-':: .•JUN ^MIN tv-v:: •V\\ AIN vs V.N SUN iVI -ML >nis 'MIN \ >N bKl lU iSl ■ N'.'S VA (M III i -III. .'I iinius Iiiiiivi/vioviuf Air» .ni (i| I.IXU'lKil IKM HIV l«li I nri ti<ic ox V I I V AIILSViU'l IShVillMCH tl ■M 'Ml h i 'Ml »■ MM * ' « w* '•II tr h.'ip.tj h»i.vi.'if.'iftiiii .:ni' .t Ml -tvl '.CM >'-ru '-I ii .MV -Cl ' J> ' A:i .Vi ui' w'rii NSMhs liMfi IS nvMM'* i M' MMrSI* Himsi CMO IM »ri'r w ms •Mtl 1*1 PliNAll M'j n'Mirn* uiN 3 MMUIV IMIN.IIMCm .5r.C.Ti ri-'v V»l I'l-'V IIMMMVI ISVU IMIN.II UI.I MAI fSil'HV I'MIV.II KOI Kill KiM xiil vf>| Kill Mil lllflllll l,\;|l»IV IMIN.II Il'M V;H V/N V/N \'<N V.S \'.A (NIIMl 'N IlirVINd.) •'■I AlKlIiiSlI >II .IM MAI I.IAI ISUMI.H'I ss!(i|.|,ypi.Hi.xi.(s j.s!;iiv.iinf):i v.v.s;;i.i.s!v ."I j .uaywox ini v3ih3iai v V 1 Lessor Site Name/Nuiriber: FIVE PQlNtS HOSPI'I'ALTTY RT AL, AL / 275996 Lessor Contract Nurnber: 313596 Lessee Site Name/Numb^': Pickwick Hotel/170596 TBim) AMENDMENT TO BUILDING AND ROOFTOP LEASE AGREEMENT Tiii$ third Aitiendment f"Third Amendnienf') to th^ certain Building and Rooftop Lease Agreement dated July %, 2P06 by and between Pickwick Inyestnients, LLC and Cellcb Partnersliip, as amended by a First Amendment to Building and Rooftop Lease A^'Cement dated August 16, 2010, and as aniended by that certain Second Amendment to Building and Rooftop Lease Agreemeiit dated KoVeinber 7, 2013 (colleotiVeiy, the) is ihade and entered into as of the latter signature date hereofj by and between Ulysses Asset Stub n, LLG, a Pelawai'e lirhited liability company. as successor in interest to Pickwick Investments, LLG (^Lessof') and pellco Partnership, a Delaware general pailnerShip, d/b/a Verizon Wireless ("LcwCc") (collectively, the RECITALS WHEl^AS, Lessor owns; an easemeht and the fight to lease a portion of the property Q'PremisQs'') located at 1023 2()th Sheet South, Birriiin^am, AL 35205-2622, more commonly known to Lessor as the FIVE POINTS HOSPITALITY RT AL, AL tower site Property)], WHEREAS, Lessor and Lessee. entered into the Agreement for the use of a certain portion of the Prem ises; and WlTEREAS, Lessee desires to modify its equipment at the Premises Q"Modified Eqiiipmenf*); mSi WHEREASj the Parties agree that as consideration fbr Lessee'a Modified Equipment, the current Rent payable under the Agreement shall be increased as set forth herein. jJOW THEREFORE, in consideration of the foregoing promises and for other good and valu^ie considefation, the receipt and sufficiency of ^hich is hereby acknowledged, the Parties hereto agree as follows: Lessee shall modify its equipment for a final installed configuration pursuant to Exhibit A-3:, 2) Exhibit A-2 to the Agreement is hereby deleted in its entiicty aS of the date this Thhd Amendment is hilly executed arid;shall be replaced with Exhibit A-3 attached hereto and incorporated by this relbionee. hr the event of inconsistency of discrepancy betweenthe Exhibit A-3 and Tenant's equipment information set forth in the Agreement, the Exhibit Ar3 shall control. 3) Effective Upon the earlier to ocCuf of 1) the issue date Of the NTP by Lessor; pr ii) October 1, 2014 (""CQmmeiicemeni T>ate% the Rent sMU be: increased by Two Hundred Sevehty and 00/100 Dollars ($270.00) per month EXHIBIT 1 E 1 LbssorSiteName/Nuniber: FIVE POINTS H0SPITALITYTITAL,AL 7275996 Lessor Gonti'act Number: 31359o Lessee Site Name/Number: Pickwick Hotel/170596 tlip Increasea Fee for any fractional month at the beginning or end of the shall be ahprDpriately prorated. 4) Gapitaiized terms contained herein, unless otlrerWise defined, are intended to have the same ineahing and effhPt that set forth in the Agreement. 5) Except as modified by this Third Amendmeht, the Agreenieht and all the covenants, agreenients, teims, provisions and conditions thereof shall remain m full force and effect and are hereby ratified and affirmed. The covenants, agreements, terhis, provisions and conditions contained in this Third Amendment shall bind and inure to the henefit of the paities hereto and their respective successors and permitted assi;^is, IntheeVentofacdnfUGtbetMentheterms contained in this Third AniOndment and the Agreement, the terms herein contained shall supersede and control the obligations and liabilities of the Parties. [SIGNATURES APPEAR OISI THE NEXT PAGE] [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY] 2 1 tesspr Sitel^ame/Numben FIVE POINTS HOSPITALITY RT ^, ^ /275996 Lessor GoiitractNiiinbei*: 313596 Lessee Site Name/Numbei" Pickwick Hotel/170596 IN WITNESS WHEJlEOr, thfe Parties hereto h^e set their hands to this Third Ainendrnent to that certain Build ing and Rooftop Lease. Agreement as of the day and year wi'itteri LESSOR: LESSEE: Ulysses Asset Sub 11, LLG, a OellcQ Partnership, a belay/are beiaware limited liability company general pattnership, d/b/a Verizon Wireless By: By: Name: Name: Lisa Aliperta Title: ...... Vlee Pfesident, FinanBe Title: Arr<. l/irp. Date: Date: joIsdI/u 3 1 Lessor SiteName/Nuniber: FIVE POINTS HOSPITALITY ^ AL, AL / 275996 Lessor Contract Number: 313596 Lessee Site Name/Number: JPicjkwick Hotel/170596 EXHIBIT A-3 4 1 * KXHMMT rm VerifmW'irejtfM roiNTa To** f LE^VSEKPACK IlKQUmKMfcVrX lftf\IAHYi(M!nia.».:iJS UAJK AKJ'A ste.tnM' a»..s<'i 0A.vnitl>f<'A»*t'EW* ii'A rai/l.<«SeJW*7Mra>bii* yjK TWQrUuSfJ ruiiUliu ' J(A M^tUL K'A {iacA^ LlUUKIII WrViiraHj) Ucaca ivJ^ l.-A Epipau if in.\nid4i N'A WietfJihlU) ■ tJCdin fWirtMiiJ:.,J, Djujc^ KA liLTitrxxf UVVilhii ••'A »^A lacK=», nOTtS ULATtVK li*t«*Apitirai^ifK:,.', ■ luacui' powEU riKmnur.NtRKTi^ OE}A]un«rx^r. AlC?a\«EOnSinATp^ r cMflc (MO: l:3IC|^ aiStriAtEX S|[LL11JI r CC£XATCAHfUI^4 r 'CCIlL<l»;«(MU|jis.*-aln«i»rfeay ADOdKt^LkASI^ABPA fts^cvis: Fi>itMCKw»pc»r£muTVi*>i __ . luainric ^WM'ACTCKpl !5'A 1^ AKB/MT-Oa 'ii'A pAcirriKW) tvs rAOMArtliAATvU 1 r »wfi;T.CX r nninuK»3(U\vieh ri'.\ XUjXSUEipIl fi-A .___•< i^(»|vdruH.tA'a:»ir. j DdEsrsoca lUW iC.ii' CONPAHY CHOU.NI) l.E^VSE AllEA nEqUlBmiiinS Y_r iF\TiAOpfac<tu;iiU8KABi-Ai^iin.'saaiu\riri(^ !i'A:^yK «'A AlXXnC<UL £91>U MF-j.7 MUD:S!C£S(LiWi|ilrB». itJA. A(:i^li^L\i.XQ(nniD.T U'A row'EiyraLcoiu-oumKMKNTs nX[T r KjAtA IROVCC^uV. unmir TO.CAiiV iK^Ki-i, l»l.» .1 suiLiv«}txc47iX:niK'^i; tlwH'JM inivu ASPEa«Qmoxs(A m:cEiv>:tO n ti'A):'A, 'i^A;n'a. IRAMMI rrtHWL'Cft'pR TTFC IfEiiTi**- frA Ul VrI UAt'UMrmU liic^uix JrA .7S'A •ivA iwiu .KA' M»7?«y .JtvHU •' «'A. mCAlK'^ '^'A jrA; 'jVa- mScX MH WCTJRTJTt ri'A !.•« •Wv K'A d'A imAlAViJrAOE SA -KA MA rcirALAvrnufc »j'2M ANtENN.V EQUir>MOfTKPEC1EICATIONS ■Ii'A'; l<<'IF^CJ.T7iTC. .riui N'A LTE tv I* Ifl-.s r <r.T I EJa rr<* I (» H* w ■ 'irA)1A !^A. Mia .T uctj.T-nre l.-A f,-A 'KA IVUMfcNf M»A«FACIVF£R >»>0TiAVJt A'TSI EQtn^aNTMC-CfX* ^KA Ji'A fcVtaA»»r hMEKaKusimwi'iD) i»iP£ai*A d'A EV l> itv Ji r>.FK4ft F^.««= .u.w. Mni .i^a; JiA >i'A- ■M trA EVWJjniTC.o.unrn' ■i- -i Ariuunii^cxRtciKCJcnwrUTRtit^^-ii _____ SJCfO'IM ..*?A yiv LiEAJ*HA2iMini|yircTC«,i« *t'i niMiS6 j:'A !i*A;34iWt7 TxniiiiL^JiiJr. KA 7J*.7k^ 17tl4 AXrrtv'Hi-V. nw^»or-n< II >>A ivA, IfA laeikr?) tf' 'iVA., A*nCClAi7AL*J I 1?A Wa: [VK IDIAL »iV I efti tf•pTfMl b as '7J-A, irxQiT. uVa«h AAW»m> arm'* It ■ypi 'MT ______________ tiuS ir-T-ntr VijUiJiAl',■ ji'A' iiA K-A; ii\Ttit^ucTCxrsaci'i MV Ax:HiiNNA KQUihMiyyTSPF.a^^ .,:j;'A d:A Wa cguniu^mr ftA'tUA »A J.-'A SKA hiti ^ itcTT* 4 *>iv |i]QUi\ii3 »i\ • Si-X iK;iiiBktn/rAL:v:.TiE3ac<f> ■K'A' ii'A" Itvi KA bVia I^SrS^t AklfS.T.mc .• ka: iv\ i(j 1A ktfiir»wswrACTwtJf. srA TJA I.'A ■niu-'^oc-va ka ».''A. KA Fc.mriiEKT DMC3>ua(iuv>vi>) 'jvyitUtii'ilBiS' ij 3'Aio *• rgiiB&fsiTwauifrir<f(iiB.«Ui I li.m' »rx /(?A '■h'\ 'KA:,KA } K<ivitfTn'Viwnn\ KA- AZAMIU / Eotccrv-f^u HAIB \ rh'M lil-MS HO 7:'A n "t.'HA7*r _____________ _ |l)U Wfl .KA SPA r,% KA Rxnu^-uDArr: As. ¥ K'A JW jwhEiiA'airr Kv •■■kv MA Va; TtOTAL « «nX^ fi list giyjb EApi .\n<n MII / i^KiTTOft. 11; its .KA 'Aa »: A its .•i«7A iVA ..... }iC its S'A j:'A ikRiitsvtfiiElVittEi'j, 1 DRAWING INDEX PROJECT INFOR PREPARED FOR;' T-1 TITLE iSHEET, PROJECT TNFORMATlciN SUE /fflOREss: 1023- 20TH- BIRMINGHAM, C-'t. GENERAL .NOTES ZOMINOJUMSDianON:';CI.TY O ■^C-2 DETAILED:.SITE. PLAN C-3;BUILDING..:ELEVAT10N ........................ COUfnY: JEFFERSON 0-4 TOVER ELEVATION. &. ANTENNA SCHEDULE .lAinUDL- ■33-' 30' 4.7 ■0-5 ANTENNA REPLACEMENT SCHEDULE wireless .'LBNGtnjoe 86- 47' 47. WBt p|CKVflCI<..H •1023 20TH BIRMINGHAM 10300 OLD ALABAMA ROAD CONNECTOR ALPHARETTA; GA 30022 SUE MAHWEB:. AMERICAN. T 829 PICKEN MARIETTA, VERIZON. W 10300-OLD ALPHARETT SiTE- ■NAME; 678-277-3 DRIVE DIRECTION.S ROM ATIANTA. ENirlrtthte TOTVERSOUR TB75 .OIJD. .TAK6.I-20 WEST.(145:mO ROSWELL, G PICPaA/ICK HOTEL TAKE EXIT 126A FOR US-i51 5/03-280 E.(0.9 Ml) MERGE ONTO US-2B0.E/US-;31.(0.9 Ml) TAKE THE UNIV BLVD EX1T.(0.2 Ml) TURN RIGHT ONTO UNIVERSITY BLVD,(0.5 Ml) . TURN IfJT ONTO 201H ST S AND THE:BUILDING VnU-.-BE ON THE l£FT.(0.3 Ml) COKnCT:- 678-990-2 EUZABETH DAVIDTPAR:678-99P-2 f LOCATION MAP V J '^^CINITY MAP anteNna;,Modification on:^ T Decatur (Rome .• CfMlUhoodw NawSirForesi PICKWICK ' Jsspef Cullman ^ Gadsden ■1 .-.Jr-;Hoiwdl Al Anniston*. Birmingham < SITE, . Hoo«r PKEMKEE'EY: '•':NationafrWMl .. . A Ja ba rn 2 ■•■'E3, w V, T875. OM> AMBAMAt KCAD SUTTETDClS; ROSWELL.. GA 30076 TEL;WS-99Q-2338 FAX: 678-990-23fe 1 __________ GENERAI 1. l NOTES: COKIRACTOR IS TO COMPLY HTH THE.KQUESTlW flOOTATlGM .OlfD) P» eOHSIFUCTKH gti^CTVRAL..?m NOTg; L STIlUCIUlWL Sm SKAlL OWFORU TO THE LATESTvEDfllON OP THE PISC^SPEanCAHON RR THE DESCN,: «. lESTDOeUMEHTATKN!;^ B.L THE FOOBKHC data MUST Be Biauoen FOR EACH: AlilEHHA T OATESTHEyiaaO 4 BUMMCMMWFACTUfffitt- DBAWIW AIL. PREVIOUSLY PBCMDED BY^V^^ FAaWAT10H * EreCTaH OF ^CIURAL STEEL FOR BUItOWSS*. S.1.1. IHSERIION loss; DATA. 1 DNERSORS TO Aa EJmittG STE FEATURES SHAli.,BE HELD VEXraj BY THE OOHTRACTER * ANY liiireroS! L^KrowTHfldLiSEff^amwt^ nSCREPAHOES SHALL BE.REPORTED TO THE OWER'S SEPHESEHTATIVE.;pMM51. PfOAtt SHALL S£ P61F0WD AFTER 9^0P FABRiCAIKN TO 1HE GRCAlOT.EXIENT POSSSlL^AU. . 5^ DOCUMQfTATICH'FmAli .mCS,:Sa^^f^S. U.MS,A mDS Km PRII^ areas shall be ie>AIFra BY FIEIB TOXH-UP PRICR.^^ «.2;1. C0PCS GF ALLIESr DATA UU^K liACZD H BMDDtS. 3. THE COmHAnOR.WAU. DETERiaiE -K EXACT LOCATKW,OF EJBTIIC UTUTIES, PIPES,'OR Alff OTWH. COMPlflWH:0F THE:*!*. SilPROWE TWO [g C^ OF ALL TEST DATA, ORE COPY Tb RM '.SUBSUIFAE SIRUCIURES.PHIDR TO eOMMEiraW-WWt THE:CONTRACTOR SHALL COMTACT .THE LOCAL UTIUTY tOailNO SERVICE « WS PRIOR:TO BBCWCi DRUJNeL; OR BLASTHt 3. all- EXTERIOR:SimjCn)RAL STEEL aAlL BE OALVAHEED IH. ACCOflOANCE .WTH THE SPEOFTCATION ASTV AT23 aVVii. 'Ss'SisrKUWO^SB^Mm^ ialsthf measurewkts must be chart REcdRCiED* dated.. Al; VEIRON^S a PROilTWNACER CRXiSlijiH':; KPREZktATTVE shall K HOira IN KRTONG,DTOaPOTSaEjaDJ*5,;SCRAPESL MARS,.* WXIS SHALL BE REPAIRED. BT.FEID TDUOF-UP PRIOR. TO tbt RESULTS SHOULD OCMFLT WTOTHE VEIWCN SFEO; OF ANY CtfWTIONS THAT VARY^FROM THE PLANS. THE CCKTRACIDR^ HORK SHALL MOT VARY FROM THE ..COWWTON OF THE rat. GA-ALJNlINMAJTSIEILStBB>-PBL.TESrjB. PLANS TTHOUT THE EXPRESSED XHRmEH. APPROVAL OF VEHnaTS CORSIRUCOOM PROJECT HAHACER OR: VESZOKS lOTESEHTATIVE 4i::i«XES 5HAiI NOYBE PiACED THROUeH-STRUCTURAL STEEL MEMBERS EXCEPT AS,SH0«N AND DETAILED OH:THE.DRAWIH0S.. S. .ir aWL BE THE COHtRXCTOR^' RESPOMSIBjtY^TO EjWa'KE- A^^^ TO ■: t .COHieiTIflHa. COORDMATE HS DORK WIH TNE.WDRK OF. ALL^OTFERS,TO. ENSURE .THAT IKHC PROCRESSpN^IS HOT 5.L Aa WELDIHS WALL K OOHE USWC ETOXX ELECTROOES'ANO WALL COHFORW TO AISO ANO AWS Dl-T. WTERRUPTED. WHERE FILLET HELD .SEES: ARE NOT WOHN, PROWDE THEvNIBIMUM SOE PER TAOE .J14 « DE AISC •MAHUAL of STEEL COHSTRUCItOH",- 13lh EDlTIOH.,AT THE COMPLETION OF. WELDtie. ■ ALL DAMAGE TO K CCWRACnOR .aAU. COORDINATE THE COHSIROCmW SCHEDULE^WH THE PROPERTY OWER AS.TO AWIO CALVAICED. COATING aAa BE'BEPAWED. ANT ipRRUPTIQNS Yirm THErPROPERTYlOWER'S OPE^ 5l2. BaiED CflMECnONS aALL USE BEARlNC TffE^GALVAWZED ASDI Aja BOLTS p/■4.^ AND SHALL HAVE A•. MtmiUM OF TW-BOLTS UHESS NOTED OTWRHISE. 7.- COKTRACTCR~a{ALL KEEP\THE PRO,ECT'.SnE.FREE'FROM 'ACCUTREATION. OF'-WASTE MATERIALS .Ss'RLA6ISH AT.. _• un, m,, 'n J-i--nnu. triw niv. v ju* ki,* 'j.ii ALL TWES OIRRW THE CmslRUCTION PERIOO.v:* a*U. BEM^ ALL' .WASIE MATERMLS*; RUBBISH FROM 5^ «ATW MAY USE-5/W WA eALVAMZED ASTU A307 BOLTS THE PROJECT aiE AT THE COMPlEnOH-OF WORK. EXCEPT THOSE;SPECIFlCAaY..(SQU|IED BY THE. CONTRACT mi, .ar oncn -m-arUrm ____ OOCUMEms.TO. BEJfFT.FpR-THEOHHK-S lUAlNTENANCt COHHECTKN .OEaOH BY rAWCATOR WL.Be SUBJECT TO REVIEW.AMO APPROVAL BY ENBWER. a. THE COmtWnOR WAailKTOre ALLTOPERTT to rii PHEHXWSIRra OONDmoiH TO THE.CIHHER'S AiinniltlA WflT^r SATISFAGDON. ..AFTER ANTENNA IHSTAUATICN, LABEL EACH COAHAL'CABLE UKE WIH STRK OF COLORED, UV.lEaSTAHT TAPE AT BOTH ENOS OF EVERT. UtC IDENITflCATlON TAPE ASiSHOWH ON TOWER ELEVAHW PAiOE. 9.. TT£. CONTRACTOR'ailL PROTECT OKTMG .nlOPERTY tilC HONuM^ ANY LHSiURBED.:DAMAGEDj OR REMOVAL OF MaiLICfrATItM WALL BE: replaced: at THE ConRACTDR'S EiroiSE UNDER 'lie-aiPERV|SlON:2. tef; ALL COMPOKENTS UPON COMPIEROH .OF WSTAIUHON TO ENSURE THAT Aa ITEMS HAVE BEEN 0F.A. REIK1EHED LAND SIRVEm. PROPERLY INSTALLED. AMO ARE OPERATIONAL^ AS WTENDED. ID l3AUAG£:TO B0STINCSTRUCIURES*UTEniESWALL BEREPAllED CRREPLAcED'TO aillHElTS SATlSFACTIClH::jL TEST CRITERiA; AT THE CONTHACratt EXPENSE: UAWTAM FLOW FOR ALL UTUTLES:,3.t; ALL. OABLES aAli BE TESTED BEIWEEN TOO-iSOOm. . 3.2. AIL'IAKTEHNAS MUST MEET A RETURN LOSS OF TSdB. OB BETTER, IT. Aa UTiriY eOWECnOHS TO EBSDNC SYSTEMS SHALL BE COOROINATEL WOH THE OWNER OR OWNER'S; '33 Aa INSERTION: LOSS aAa:MEEr OR BE LESS THAN THAT S-ECBED ON THE EBTS WORNStBET. REPREScHTATIVE AW THE UDUTY COMPANY PRIOR TO EACH CDNWCIIOH. . . 4. EQIIPMENT REQUIRED-MMHUM. TEST EOUlFMENT SKAa WaUDE:' Tl LMESS OTHERMSE NXCATEa VERIZON apa OBTAIt * PROVDE CONSIRUCBON PERMITS: THE CONIRACIOR' 4.T: SwePT-FREQUENCY SCALAR NEWMRK ANALYZER SVSTEM. . SHAa OBTAH AT HIS:0»N EWWSE. Aa REQUIRED LOCAL, cnv, STATE, AND/OR COUNTY CONSTWOCDGH 4Ji SKHAL- SEPARATKH OEHCE WITH A DIRECIMTY OF AT LEAST. 40dB BETTER .THAN THE HoeTREIUSN UCENSES: UPON COMFUnON OF THE WCBK. THE CONTRACTOR apa APPLY FOR t PROVTOE A CERDFICATE - LOSS IT B REUUIREO TO- MEASURE. ..' OF OCCUPANCY. 43. - PBHTER OB'. PLOTTER CABLE CAPABLE OF PBOOUaNC 8.5'fIT COPIES {OKfra PBiHTERS UHACeEPTABlEJ FOR LBEOROMC PERMANENT. RECORD. OF MEASURED RETURN LOSS * HSERTION LOSS AMT MSERDON T3 THE COHTWACTOR aPa DE RESPONSBEFOR OEWATERMS AND-THE MAKIEHANCE OF SURFACE FDR CHARAdERBTtt A TIME:DOMA»(: iePl£CrOUEIER (TT*y.FDN FAIJU'LOCATION. CCHSTRUCnW. S: TESTS REQUIREOe 14^' raLTRACTOR.SHAa cOMTiY NTH AIL LOda state: *-fEDERa:REGLIUTl«S.:&t. CABLE RETURH.LOSS ONaDOES.HP '* BOTTOM JUMPERS), 12. LOAD TESTi SHOtXD. BE-AfldJ.OR BEnER. 11 CONSTWUCWa .WASTE MAY NEITHER,BE:aFMED NOR BUnED- AND MUST BE TAKEN TO-M APPROVED 13 .;CABtE:INSat'nOM LOSS - MUST MEET (R BE LESS THaH;'THE nANUFACIURE)TS PUBLISHED: ■ LAWFia SPEOncATTONS. . ... 14^ SYSTEM REIUm LOSS IF;SrSTEH SWEEPS BETTER THAN LOAD, .THERE IS A PROBLEM M: THE STSTEU.. 11 SECUmiY ■ro:TVK.5nE3HAa,BE:MAIKrAINED:.AT:Aa.T1UES; 17. CCNTRACTOR:IS HESPOHSM£.FW:THE:-COHO(T10N'OF'THE SNaTER:DUimG.'AHO.AnERCOHSrRUCT10N..'THE. EOUPMEHT: aaTER-SHAa HOT BE USED .TOR. S1CRAIC. DF TDOS;, CONSTRUCDW MATERIALS Oft EOULPMENT. CONTRACnxr aAa ENSURE Tie 'SHaTER,tS: aEAJIED, AT COHOliaa OF CCHSIRUCITON •ANO THE.aOW CUEANED, WAIELL AMI BUFFED TO:aME.;ii iRjR grEenfed/t^ TO*re;snEi c«iractor;6s re ehsubng tie ■toWer uwts'arE: . MONITORED MDRMIC Aw HGHT EACH 24 HRS FROM THE TIME THE TOWER IS TOPPED OUT UNTIL STE HAS. ALARMS,CONNECTED TO THE OPERAWOKS SWICH-OR HOC. COflHACTOl TO NOWFT PROJECT MANAGER AT. L££Ebia THE TWJE THE TOWER IS TOPPED OUT TO FOWARO NOWnCATlOH TO IHTIZOH REGUUTWHY AND FCCAAA. FEME com^R. uhe. cmX PASS GRITERIAr e 700/800; MHZ COAX PASS CRIIERIA; e 1900 MHZ WOPERIY UHEv/ not;i^-STSTW- RiL>HjM9 syst«n RL-SYSTW RL-SHQRT Ma-UIAB ■L>w 7/r 1-1/4' i-ts/r 7/r 1-1/4' 1-5/r 7/1' 1-1/4* l-S/B' LEASE. Lenoth 7/8' 1-1/4' ll-S/t-- 7/8' l-i/4' 1-5/8- 7/8* 1-1/4' 1-5/r (ft) £fsbm 100' -17 -1&8 -32.- -2.fr,-a3 -22 -22 -Z2 .100' -17.4 -i7a -17 -4.9 -3.5 -tt -22 -K 150'., -173 -n -IM -43 -3.4 -2.9 -22 -22'. -22 150' -17,7 -17.4 -1743. -fc7 t52 ^5 -22 -22 O DBCONNECr SMTOf 200/ -ITfr; -173 -m -•5A -41 -U -23 -23 -23 200' -18 -17.7. -173 -173 -t.4 -102 -73 53- rC.5 -23 -23 -23 -23 BM METER .250': .-173. -17.5 .-173 -«3 -4.9 -42. -23 -23 2S0' -183 -17.9 ORcurr/TOucER 30r -183 -lU -173 -11*9 -7,5 •^4, -24 --24 300' rll -17.fr -173 -73 -V:; -4.9., -24 -24 -24 CODES Non NUtttO^ 350'v -lU -173 -173:-55 -24 •-24 -24 350'. -18.4 -102 -181: -13.7 -103. -83 -24 -24 -2+ .400' -182 -17.9 -17*7 -93 -73 .;rfr2. 'tM- r2S ■400' .,-18.5; .-183 -183 -154 .^lU -M -25 -«©• CHEMCH. cnxirio ROD. GJWUHO WO: THE ABOVE TABLE IS *THE ' MINIMUH THAT OWATKJHS ^REQUIRED. TO PROVIDE'DURING A .eOUPlETE-.SrSTEy REIURK LOSS'TEST (I,E. WITH IN-UNE DUPLEXERS, DIPLEXERS,. SURGE ARRESTORS. ETC:): THE VALUES::VrtTHlN. THIS TABLE-ARE CONSIDERED EASS. El GMXJND noo.nnH wspccnoN siecc. VALUES FOR A NEW 0R;EX1ST1NG SYSTEM. GENERAL CCIHRACTOR^ THESE'TAatR,GC IS ISMRED.lO PWW^ CAWEm.TTlPC'C^^ STSTEU SHEEP FROU TK C0»«EXniX? AT THE HATCH PUTE^^ I^ A REAONG OF-20(B OR BETTER, TO ALLOW OPEIUlKMS TO cpiTOS^./m;..CdH^^ GETIHEIR FBMREDrREAOM^^ TO DTF TESlMffi IfTH IQtf TEBflHA^iaH CH HEW OR BKTIHC CQAX^flWffiCniB!; PASS CHTEHA FW MAW TO UHE (llfU OR A«T JUMPER -40 dB OR BETtER cRouw m. PASS CUTEHA fob OIH and MFL COHHECTORS -30 dB « BETTER K PASS CWnERIA FOR K CCMNECIORS-Z7.5 da a BETTER 1 r lESSEE' WdENHAS:(12 TOTAU: MOUKTID TO PIN1HOUSC YfAUJS) - (3) MSTWS DE ANTHNAS TO BE TEHOIB). -.(3) NEW KATHBEM RET-LTE AHTEMHAS TO BE INSTAUH). .-.(3) NEW yesiOL UE TMA^S TD BE MSTAUEO BEHIND KT-LTE AHlEMMAS •-■(i),ESICSSOH:A« 33 ANTHWAS TO BE HEPLACED irH:WCS5(W AIR 11 AHTENHAS - (I) RATCAP <750 ROOFTOP DBIRBimOM OVP AND (I) ASSOCIATED l-5/B* HWBD FIBER CABIX TO REMAIN. Horn ND^ RQQ - C3) RATCAP TOM SECTOR OTP^ AND ASSODATEO; SECTOR GABIES TO REUAM - (C) EffilMC BDO/ltOOUHZ AHTENIAS AND ASSOCIATES EDUPNENT TO' REMAM PENETRMIGN^ - C6) EMSTMC T/B* COAX TO REMAIN - (E) BOSTHG l-syr COAX TO REMAIN ANTENNA^;MQDI - SEE PAGES C-4 * C-5 FOR ADOTOOHAL DETAILS i~~ EM^C: LESSEE EOUIPHEKT CABNEIS EDGE.OTEXBimc: BUUWC EWUNC LESSEE ':. ., EOWPMENT PLATFORM /= SO: NEW -GROUND. EQUIPMENT <5RAEHIC:.S£ALES BUILDING ELEVATION BEInG: ADDED AND; NO. GROUND to- o- to, SCALE 1* TO BE DISTURBED DURING ANTENNA MODIFIGATION 'SOALE: ^1"' = 10'-P" 1 r i> ill ??■ >;■ idO S O TH ozg O GO P Q 5 ^3 O o gg^ c» O:?3 2 a ^ p iMi 1^ CD C G z 3 o > d P z HI ? D I I I I i r I III 13323333 SSj If' a? ■3' s iSiar f4 sg liisPi V. iPi i§ 2&g»S iSafg Jlii S|' m,'6 ^sitSx m 5*5 ant im |s I ''Mill!'' a ■-X1 y /E")S'C^3(DOCWPHQH: <r> PICKWICK HOTEL o.dn)/ISSUED fOW WEV1CT 'Wireless 0,<Z2SD.<iSSUB ro<! PpMTTHQ, .:.!jt* BUILDING ELEVATION Iff COWECTWHS m§ K1 >LAIAHETTA.GA9^ 11 1 r ■N Si n PI >,3^ ^1 ? f lH fl J ♦" z I SIS UM-'- 1! in- / o 5 O H o ss fi ii; I m / m t Ip XXX x|-*-- u n a V iri ?i ?| £ i if >< a I X off O .C So II I? Sf |3 O o ?1 X) !i i I --. Wg. a 5 s •f-¥ Jf ^ XXXX - <a o a iSli II: a-"0>-A O m/- iS\^= II II I! Bm O G? fp f) If II II g i i4 ' 'ofp ir Av'' — ■3:. ''Mill*'' 1 3f \r I g&.CSBj 5 n flt -ME PICKWICK HOTEL TOWER ELEVATION AND wireless O.CSSDj [ssuoi fon tEW» ISSUED TM rBUTn(«< -4^ ANTENNA SCHEDULE m lOMQ OLD ALABAMA now COCtKCTOH AmHAAETTA.aA90^. Hf oawoiiioHs y» 1 1 r:ANTEN:N:^;;REPLi^GEHEN:T SQHEBULE RDOFIDP OF PIGKVICK HOTEL <MANAGED BY ATC): ________________feAD- CENTER lOQ' _______ ___ Quantity Description EXISTING ANXENNA^/EGUIPMENT ANTENNAS 6 CSS;XDUOI416-80-64I ANXEL BXA^70040- 1 ANTEL BXA:-70063 3 ERICSSON AIR 33 COAX 6: 7/8' COAX 6; 1-5/8' COAX: 1 1-5/.8' HYBRID FIBER □THER EQUIPMENT 1 RAYGAP RRFDGr4750-PF-48, 3 RAYGAP RRFDC-1064-PF-48. anTeNNaS/equipment td:;be removed ANTENHAS. 2 ANTEL EXA-70040: 1 ANTEL BXA-70063. 3 ERICSSON AIR • 33- COAX: NONE vOTHER £QUIRMENT; none NEW ANTENNAS/EQUIPMENT TO BE INStALLED ON ROOFTOP ANTENNAS 3 KATHREIN 800 .10736V01 3, ERICSSON AIR 21 COAX NONE OTHER .EQUIPMENT -3. VESTELL TTMA-700G-VC FINAL GONFlGyRATION ANTENNAS- •:E GSS XDUO1416-80-64I 3 KATHREIN 800 10736V01 3 ERICSSON AIR 21 COAX 6 7/8' COAX 6 1-5/8' COAX 1 1-5/8' HYBRID FIBER other equipment 1 RAyCAP RRFDC-4.750-PF-48 3 RAYGAP RRFDG-1064-PF-48 3 WESTELL TTMA-700C-VG J 1 Licensor Site Number/ Name: AL-6500 / FIVE POINTS HOSPITALITY RT AL Licensor Contract Number: 28634 Licensee Site Number/ Name: Loc # 170596 / Pickwick Hotel FOURTH AMENDMENT TO BUILDING AND ROOFTOP LEASE AGREEMENT This Fourth Amendment (the 'Tourth Amendment) to that certain Building and Rooftop Lease Agreement dated July 7, 2006 by and between Pickwick Investments, LLC and Cellco Partnership d/b/a Verizon Wireless, as amended by that certain First Amendment to Building and Rooftop Lease Agreement dated August 16, 2010, as amended by that certain Second Amendment to Building and Rooftop Lease Agreement dated November 7, 2013, as amended by that certain Fourth Amendment to Building and Rooftop Lease Agreement dated November 14, 2014 (collectively, the Agreement) is made and entered into as of the latter signature date hereof, by and between Ulysses Asset Sub n, LLC, a Delaware limited liability company, as successor in interest to Pickwick Investments, LLC (the "Lmor") and Cellco Partnership, a Delaware general partnership d/b/a Verizon Wireless (the "Lessee'') (collectively, the "Parties"). RECITALS WHEREAS, Lessor holds an easement over the rooftop at certain building located at 1023 20th Street South, Birmingham, AL 35205 more commonly known to Lessor as the FIVE POINTS HOSPITALITY RT AL (the "Property"), and WHEREAS, Lessor and Lessee entered into the Agreement for the use of portions of the roof at the antenna site (the "Premises")', and WHEREAS, Lessee desires to modify its equipment at the Premises {"Modified Equipment")', and WHEREAS, the Parties agree that as consideration for Lessee's Modified Equipment, the current annual rental payable under the Agreement shall be increased as set forth herein. NOW THEREFORE, in consideration of the foregoing promises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: 1) Lessee shall modify its equipment for a final installed configuration pursuant to Exhibit B-4. 2) Licensee's equipment information set forth in the Agreement shall hereby be deleted in its entirety as of the date this Fourth Amendment is fully executed and shall be replaced with Exhibit B-4 attached hereto and incorporated by this reference. In the event of inconsistency or discrepancy between the Exhibit B-4 and Licensee's equipment information set forth in the Agreement, the Exhibit B-4 E EXHIBIT 1 1 Licensor Site Number/ Name: AL-6500 / FIVE POINTS HOSPITALITY RT AL Licensor Contract Number: 28634 Licensee Site Number/ Name: Loc # 170596 / Pickwick Hotel shall control. 3) Exhibit A-3 to the Agreement is hereby deleted in its entirety as of the date this Fourth Amendment is fully executed and shall be replaced with Exhibit A-4 attached hereto and incorporated by this reference. In the event of inconsistency or discrepancy between the Exhibit A-4 and Lessee's construction drawings set forth in the Agreement, the Exhibit A-4 shall control. In the event of inconsistency or discrepancy between the Exhibit B-4 and the Exhibit A-4, the Exhibit B-4 shall control. 4) Effective upon the earlier to occur of: i) the first day of the month following commencement of installation of the Modified Equipment; or ii) April 1, 2016 {"Commencement Date''), the annual rental shall be increased by Five Hundred Forty and 00/100 Dollars ($540.00) per month {"Increased Fee"). 5) Lessee and Lessee's contractors and subcontractors shall cause Lessor and its parent entity American Tower Corporation, the Property owner (the "Owner"), and Owner's property manager, and such entities as required under the Lease, to be included as additional insureds, by endorsement or otherwise, as their interests may appear under all policies of insurance described in the Agreement, except workers' compensation. 6) Lessor's Notice Address shall be amended as follows: Ulysses Asset Sub II, LLC 10 Presidential Way Woburn, MA 01801 Attention: Contracts Lessor Phone: 781-926-4500 Fax: 781-926-4721 With a copy to: American Tower Corporation 116 Huntington Avenue, 11 th Floor Boston, MA 02116 Attn: General Counsel 7) Capitalized terms contained herein, unless otherwise defined, are intended to have the same meaning and effect as that set forth in the Agreement. 8) Merger. Except as modified by this Fourth Amendment, the Agreement and all the covenants, agreements, terms, provisions and conditions thereof shall remain in full force and effect and are hereby ratified and affirmed. The covenants, agreements, terms, provisions and conditions contained in this Fourth Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns. In the event of a conflict between 2 1 Licensor Site Number/ Name: AL-6500 / FIVE POINTS HOSPITALITY RT AL Licensor Contract Number: 28634 Licensee Site Number/ Name: Loc # 170596 / Pickwick Hotel the terms contained in this Fourth Amendment and the Agreement, the terms herein contained shall supersede and control the obligations and liabilities of the Parties, [SIGNATURES APPEAR ON THE NEXT PAGE] T [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 3 1 Licensor Site Number/ Name: AL-6500 / FIVE POINTS HOSPITALITY RT AL Licensor Contract Number: 28634 Licensee $ite Number/ Name: Loc # 170596 / Pickwick Hotel IN WITNESS WHEREOF, the Parties hereto have set their hands and seals to this Fourth Amendment to that certain Building and Rooftop Lease Agreement as of the day and year written below: LESSOR: LESSEE: Ulysses Asset Sub n, LLC Cellcp Partnership a Delaware limited liability company a Delaware general partnership d/b/a Verizon Wireless By By: Name: nsaAliperta ^ Name; Aparna Khurjekar Vice President, f-inance Title; Title; Vice President - Field Network Date: h Ut Date; 4 1 Licensor Site Number/ Name: AL-6500 / FIVE POINTS HOSPITALITY RT AL Licensor Contract Number: 28634 Licensee Site Number/ Name: Loc # 170596 / Pickwick Hotel Exhibit A-4 See attached construction drawings 5 1;StRUeTURAL REVIEW PREPARED FOR PRQJECT^NFpRMATIQ CONTmCTOR SHALL ATTAIN AND VERIPr STRUCTURAkEVALUATION NEPORT Of EXHTMB RaOFTDP FDR EXACT IHACXMENT OF ANTENNAS AND COAX CABLES; OONTNACTON BHAa COMPLY WTTM THE NEdUINEUEHTS OF THE SITE MANASER sriE^DDRESS; 1023 20th STREE WTHE CASE OF ANY DISCREPANCIES. ANY STRUCTURAL MOt lFiamoNS, IF BIRMINGHAM. AL REQUIRED, SHALLSE DONE PRIOR TO THE INSTALLATION OF ANTENNAS. ZONING JURlSDIGtlON; CITY OF BIRMING VICINITY MAP COUNTY: JEFFERSON verizon 10300 OLD ALABAMA ROAD CONNECTOR ALPHARETTA, GA 30022 LATrrUDE; LONGITUDE; BUiLblNG OWNER:: SITE MANAGER: 33* 30'04.79" 86*4r47JZ9" PICKWICK HOTEL 1023 20th STREE BIRMINGHAM. AL AMERICAN TOWER CO 829. PICKENS INDUSTR SUITES MARIETTA. GA 30062 PH: 770-919-9003 APPLICANT: VERIZON WIRELESS 1G300 OLD ALABAMA R ALPHARETTA,: GA300 SITENAME ENGINEERING: TOWERSOURCE, INC. LOCATIONMAP 1875 OLD ALABAMA R v PICKWICK HOTEL SUITE 1008 ROSWELL. GA 30076 PH; 678-99&-233B ELIZABETH B USHER, CONTAGT- DAVID PARKS PH; 678-990-2338 ■ SITE DESCRIPTION. SHEET INDEX MO. DESGRIPnON.. ROOFTOPOF T-1 TITLEPAGE THE HOTEL HIGHLAND C-1 C-2 GENERAL NOTES SITE PLAN ELEVATION VIEW & MOUNTING DET C-3 FROM ATLANTA, GA DRIVING DIRECTIONS DOWNTOWN - C-4 EQUIPMENT SCHEDULE A RF DESI TAKE wo WEST 1*2 Ml. TAI« EXIT tMA ON RIGHT FOR UMI1S / US-2Ba EAST •l.TMI. TAKE RAMP ON RIGHT FOR UNlV. BLVC.. 02. Ml,. TURN RIGHT ONTO AL-14S 7 UNIVERSITY BLVD. 05MI.' TURN LEFT ONTO 20THSTiS .. ROOFTOP SITE IS LOCATED ON THE RIGHT .0.SMI. A&E FIRM lOWERSOURCEi 1875 OLD ALABAMA ROAD, SUITE 1008 Roswell, GA 30076 TEL 678-990-2338 FAX 678-990-2342 1 • GENEPALWOTESl-- ■ StRUetUWAL^Et; MOTES!' . CONTRACTOR IS TO COMPLY WITH THE.REQUEST FOR QUOTATION (RFQ) AND CONSTRUCTION • •1. . BTRUCTIWAL STEEL SWOi. CONFORM TO .THE LATEST EDIT)ON:OFTHEAWC -SPECIFICATION FOR THE. SPEC1F1CAT70N8 (LATEST RCVISION) & BUILDING MANUFACTURERS DRAWINGS. Aa PREVIOUSLY DESIGN; FABRICATION A ERECTION OF STRUCTURAL STEEL FOR BUlLDMOS* .. 8.' TEST DOCUMENTATION:, • PROVIDED BYVERIZDN WIRELESS., • B.1.' ' THE FOLLOWWO DATA MUST BE INCLUDED FOR EACH ANTENNA TESTED. 2. ALLfNTERIORSTRUCTURALSTEEL'SHAaBEFINtSHEDWrmONeCOATFABRK:ATOR^NOH.LEAD.-RED • '1.1.1. INSERTION LOSS DATA. 2. ■DIMEM$lbNStO'ALLGCISTiNG8l*^FEAtlJRES8HALLBiEnELOVERIFi^fiYTHECDNTMCTQRAAMY. . OXIDE primer; PRIMING SHALL BE PERFORMED AFTER SHOP FABRICATION TO THE GREATEST EXTENT <• 6.1.2: RETURN LOSS'INTO SOoIrm LOAD. SWEEP MEASUREMENT! • DISCREPANCIES SHALL BE REPORTED.TO THE OWNER'S REPRESENTATIVE. . POSSIBLE. ALL DINGS; SCRAPS; MARS..& WELDS IN THE PKUeD AREAS SHALLBE REPAIRED BY FIELD' . .61.T RETURN LOSS INTO ANTENNA SWEEP MEASUREMENTS. ....................................... TOUCHUP PRIOR TO COMPLETION OF THE WORK. 0.2. .'DOCUMENTATION FORMAT; .' 3. THE-CONTRACTORSHALLDETErMINETHEE)CACrLOCATIOMOFEXISTING:UT(LmE5.PIPES, ORANY' .«.2.'l. COPIES OPAaTESTDATAUUSTBE PLACEDIN BWDERS. OTHERSUBSURFACC:STRUCTUREaPRIORTOCbMMENCINaWOflK.THeCONTRACTORSHALLCONTACr 3. AU EXTCRiaRSTRUCTURALSTESLSHALLBE GALVANIZED IN ACCORDANCE WTTHTHE SPECIFICATION. . 6.2J. FROVDE TWO (21 COPIES OF AU TEST DATA. ONC.COPY TO REMAIN AT ' ' THE LOCALimLITV LOCATING SERVlCE4a HRS:PRiaR TO DIGGING. DRILLING; OR BLASTING. ASTM Alas UNLESS OTHERWISE NOTED. OALVANBINC SHAa BE PERFORMED AFTER SHOP FABRICATION FOR THE VERIZON PROJECTMANAGER TO THE GREATEST EXTENT POSSIBLE. Aa DINGE. SCRAPES. MARS. S WELDS SHAa BE REPAIRED SV ALL TESTS MUST BE LOGGED AND DATED. 4; VERCON'S CONSTRUCTION PROJECT MANAGER.ORVERIZONSREPRESENTATME SHAa BE NOTIFIED IN FIEUD TOUCH-UP PRIOR TO COMPLETION OF THE WORK. 9X4. SWEEP MEASUREMENTS MUST BE CHANT RECORDED A DATED. WHITINO OF any CbNblTIONB THAT VARY FROM THE PLANS. THE CONTRACTORS WORK SHAa NOT VARY 9X5. Aa TEST RESULTS SHOULD COMPLYWITHTHE VERIZON SPEC ■ '■ VFROMTHEPLAN5WITHOUrTHEE)tPRESSED,WRrrTENAPPROVALOFVERnOlf8CONSTRUCTION 4. HOLE6SHAaNOTD£PLACEDtHROUGHaTRUCrrURM.aTEELMEMBERSEXCEPTA38HOWNAND 6A4M..AHTENNA.8YSTEM^SWBEP.PlMjrEST_|« PROJECT MANAGER OR VERBONE REPRESENTATIVE DETAILED ON THE DRAWINGS. 3:-'.-ITaHALLBETHECONTRACTORGRESPONSlBH.rTYTOEXAMINEALLDRAWWCS4SPECIFICAT10NSANDTO 'S. CONNECTIONS! ■ COORDINATE HiS WORK WITH THE WORK OF Aa OTHERS TO ENSURE THAT WORK PROGRESSION IS NOT 3.1. Aa WELDINO SHAa BE DONE USING ETOIOC ELECTRODES AND SHaLL CONFORM TO AlSC AND AWS ' INTERRUPTED. D1.1.WHEREnLLETWEL05IZEBARENaT8HOWN.PROVIOETHEMfNiMUMaiZEPERTABL£J2:4lN- THE AlSC-MANUAL OF STEEL CONSTRUCTION-, i 3lh EDITIQN. ATTHE COMPLEnON OF WELDING. ALL. 6. CONTRACTOR SHAa COORDINATE THE CONSTRUCTION SCHEDULE WITH THE PROPERTY OWNER AS TO DAMAGE TO GALVANIZEO COATING SHAa BE REPAIRED. ■ AVDD ANY IKTERRUPTIONB WITH THE PROPERTY OWNERS OPERATIONS. S.2 BOLTED CONNECTIONS SHAa USE BEARING TYPE GALVANIZED ASTM A325 BOLTS f3M^} AND SHAa HAVE A MINIMUM OF TWO BOLTS UNLESS NOTED OTHERWISE. 7. CONTRACTOR SHAa KEEP THE PROJECT SITE FREE FROM ACCUMULATION OF WASTE MATERIALS A 5.3. NON-STRUCTURAL CONNECTIONS FDR STEEL 6RATINQ MAY USESm- OIA GALVANIZED ASTM A307. RUBBISH AT Aa TIMES DURING THE OONSTRUCTTON PERtOO. A SHAa REMOVE Aa WASTE MATERIALS A BOLTS UNLESS NOTED OTNCRWISE. ...................... RUBBISH FROM THE PROJECT SITE AT THE COMPLETION OF WORK. EXOEPTTHOSE SPECIFICAaY BA: CONNECTION DESIGN BYFABRlCATORWia BESUBJECT tO REVIEWAND APPROVAUBY ENGINEER: REQUIRED BY THE CONTRACT DOCUMBTTS TO BE LEFT FOR THE OWNERS MAINTENANCE. e. THE CONTRACTOR SHAa RESTORE Aa PROPERTY TO irS PRE-CONSTRUCTlON CONDITION TO THE r^^AnERAfSsSNA installation, label EACH COAXIAL CABLE LINE WITH STRIPS'OF COLORED. UV OWNERS SATISFACTION. RESISTANT TAPE AT BOTH ENDS OF EVERY LINE- IDEffnPlCATlON TAPE AS SHOWN ON TOWER aCVATlON PAGE 9. THE CONTRACTOR SHAU PROTECT EXBTNG PROPERTY LWE MONUMENTATIDN. ANY DISTURBED. DAMAGED, OR R94DVAL OFMONUMENTATION SHAa BE REPLACED ATTHE COKTIMCTOR'S EXPENSE 2. TEST Aa COMPONENTS UPON COMPLETION OF INSTAUATION TO ENSURE THAT AU' ITEMS HAVE BEEN UNDER THE SUPERVISION OF A REGISTERED LAND BURVEYOR. PROPERLY INSTALLED AND ARE OPERATIONALAS INTENDED. 10. OAMAGETO EXISTING STRUCTURES A UTlUmES SHAa BE REPAIRED OR REPLACED TO OWNER'S 3. TESTCRITERIA: SATISFACTION ATTHE CONTRACTORS OPENSE MAINTAIN FLOW FOR AU ITTILmES. 3.1. AaCABLESSKAaBETESTED'SETWEENTOO-ldOOMHl. 3X Mi-ANTENNABMUSTMEETAREtURNLOSSOFiedBORBETTER. 11. ALL UTILITY CONNECTIONS TO EXISTING SYSTEMS SHAa BE COOROmTED WITH THE OWNER OR 3J: Aa INSERTION LOSS SHAa MEET OR BE LESS THAN THAT SPECmEO ON THE EBTS WORKSHEET. OWNERS REPRESENTATIVE AND THE UTUTY COMPANY PRIOR TO EACH CONNECTION. 4. EaUIPMGNTREOUIREO.MtNIMUMTESTEOUIPMeNTSHAaiNCLUOEi 12. UNLESS OTHERWISE INDICATED. VERIZON SHAa OBTAM A PROVIDE CONSTRUCTION PERMITS. THE 4.1. SWEPT-FREaUENCYOCALARNETWORKANALYZERSYSTEM. CONTRACTOR SHAa OBTAM, AT HIS OWN EXPENSE Aa REOUIRED LOCAL. CTTY. STATE AND/OR COUNTY 4.2, SIGNAL SEPARATION DEVICE WITH A DIRECTTVITY OF AT LEA$r40dB BETTER THI^ THE HIGHEST. CONSTRUCTION LICENSES. UPON COMPLETION OFTHEWORK, THE CONTRACTOR SHAa APPLY FOR 5 RETURN LOSS ms REQUIRED TO MEASURE PROVIDE A CERTIFICATE OF OCCUPANCY 4J PRINTER OR PLCmEH CABLE CAPABLE OP PRODUCINQ B.S-xii* CafPlES Digital PRINTERS. UNACCEPTABLE) FDR RECORONO PERMANENT RECORD OF MEASURED RETURN LOSS A INSERTION 13. THE CONTRACTOR SHALL BE RESPONSIBLE FOR DEWATERING AND THE MAINTENANCE OF SURFACE FDR LOSS AND INSERTION CHARACTERISTICS. ATIMCDOMAM REFLECTOMETER (TOR) FOR FAULT CONSTRUCTION. location. 14. CONTRACTOR SHAa COMPLY WITH Aa LOCAL STATE. 5 FEDERAL REGULATIONS. 5. TESTS RGQUIRED: 51. CABLE Return-Loss (INCLUDESTOP & bottom'jump»0}. 15. CONSTRUCTION WASTE MAY NEITHER BE BURNED NOR BURIED AND MUST betaken TO AN approved 5J. LOAD TEST: SHOULD BE-40dB OR BETTER. LANDFla 5J. CABLE INSERTION LOSS-Must MEET OR BE LESS THAN THE MANUFACTURER'S PUBUSHED SPECIFICATIONS.- . ., 18. SECURDY TO THE SITE SHAa BE MAINTAINED AT AaTIMES. 54. SYSTEM RETURN LOSS - IF SYSTEM SWEEPS BETTER THAN LOAD, THERE IS A PROBLEM IN THE SYSTEM. 17. CONTRACTORISRESpONSfiLEFDRTHECONDmONOFTHESHEtTERDURiNOANDAFTBR CONSTRUCTION. THE EQUIPMENT SHELTER SHAa HOT BE USED FOR STORAGE OF TOOLS, CONSTRUCTION MATERIALS OR EQUIPMENT. CONTRACTOR SHAa ENSURE THE SHELTER IS CLEANED AT CONCLUSION OF CONSTRUCTION AND THE FLOOR aSANED. WAXED. AND BUFFED TO BHINE. II. FOR GREENFIELSTNEW TOWERS SITES. CONTRACTOR IS REBPONSIBLE FOR ENSURING THE TOWER LIGHTS ARE MONITORED MORNING AND NIGHT EACH 24 HRS FROM THE TIME THE TOWER IS TOPPED OUT UNTIL SITE HAS ALARMS CONNECTED TO THE OPERATIONS SWITCH OR HOC. CONTmCTORTO NOTIPY LEGEND PROJECT MANAGER AT THE TIME THE TOVI/ER IS TOPPED OUT TO FOWARD NOTIFICATION TO VERIZON REOUIATORT AND FCCVFAA. FENCE ----- -liSj------ CONTOURL'INE COAX PASS CRITERIA @ 700/800 MHZ COAX PASS CRITERIA @1900 MHZ ............... - PROPERTY LINE/ROW RL-SY$TEM RL-SHORT RL-LOAD •RL.5YSTEM- RL-SHORT RLrLOAD Une LEASE AREA- •T/r 1-SflP T/r l-IN* \4T 7W 1-1M- 1W Length (til T/a-,1 MM- 1.W-. 7JF I.W T»- 1.1M- iiS/r EASEMENT .17 •1U -11.7 -u -a.0 -3J •23 •22 >22 lOff -174 •17.1- -17, A.9 •3.5 -22 .4!2- •23 lOff 15D -17J •17 -1U •ij •2JI •22 •22 •22 150* ••17.7. -•17.4 -17J 47 -52'.. . >4.5 -22 •22. ■22 D DISCONNECT.BWrrCH 20(7 -174 -17J -17.1 •54 -4.1 •aj -23 -23 •33:20cr -17.7 .A7S ■4.4 4.5; 55. -23 •22 ■23 ' METER 2Sff 47J -174 47J 44 4.0 42 •/3 •23 •33 250* -182. . -17.8 -17.8 -102 -7J, 4A -23 ■ •23 CIRCUITBREAKER -57 300* -184 -10.1 •174,..-1,1.8, • -74, -24- •£4 •24 3oa -17.8 -1T4 •Y.l •24 •24 -24. CODED NOTE NUMBER •18.1 -17.1 •171 •84 -54 •24 •74 -24. .35ir. -184,412. • -18.1 -13.7 -103 .•8.6 -24 •74 -14. 35Cr •2S. CH^ICAL GROUND RdO. AWT -1&2 -174 -17.7 4.B -72 42 •25 •25 •25 AWT: .-184. -112 .-18.2-; -1B4 •••11.8 44 •2S •25 GROUNOROO THE ABOVE TABLE IS THE MINIMUM THAT OPERATIONS IS REQUIRED TO PROVIDE DURING A COMPLETE SYSTEM RETURN LOSS ■H: . QROUNDROO WlTHINSPECnON SLEEVE TEST (I.E. WTTH IN-LINE DUPLEXERS/DIPLEXERS. SURGE ARRESTORS; ETC.) THE VALUES WITHIN THIS TABLE ARE CONSIDERED. PASS VALUES FOR A NEW OR EXISTING SYSTEM. GENERAL CONTRACTOR- BASED ON THESE TABLES, GC IS REQUIRED TO CAOWELDTYPE COMNECtlbN ' PROVDE A SYSTEM SWEEP FROM THE CONNECTOR ATTHE HATCH PUTE WITH A READING OF.20dB OR BETTER/TO ALLOW (TOMPWWiON TYPE CONNECTION • OPERATIONS TO GETTHEIR REQUIRED READINGS. - • GROUND W1R6. FOP DTFTtgriHG wm LOPPTgRMWATtOH 9N.N^ORjasJ3g.S).ffi?.07ffE.CT0R.S- PASS CRTTERJA FOR MAIN FEED UNE (MP.) OR ANY JUMPER-40 dB OR BETTER PASS CRITERIA FOR DIN AND MFL CONNECTORS -30 dB OR BETTER PASS CRITERIA FOR N COMcrORS-27.5 dB OR DETTER 1 EQUiPMENT IN EACH'SECTOR. AFTER COMPLETION OF ANTENNA MODIFICATIONS:, (12)TOTAL VERIZON ANTENNAS EXISTING NOTE: NO NEW. RbdFT0P!PE -.(2) NEW KATHREINHEXPORT A^rrENNAS^ C12) TOTAL VERIZON ANTENNAS IN FINAL CONFIGURATION; OR PAINT biSTURBANCERE - (2) EXISTING CSS BSD MHl ANTENNAS ■ FOR ANTENNA MODFICATIO .-, (1) HYBRID FIBER.CABLE. . SEE PAGE C4 FOR DETAILED EOUlPMElTr SCHEDULE.: -(2y7/8" eOAX • -'(l)RAYCAPOVP. • .-(a) REMOTE RADIOUNITS ''ERIZON ALPHA SECTOR (ATOTALAKTENNAS)- •WJ^aMUTH - ■ . VERIZON RETAINS LEASE RIGHTS TO INSTALL THE FOLLOWING. •existing-. .; EQU|PMENT:AT A FUTURE DAT^^^^ ANTENNA' (OTHERS)-^ (TYP), ^ ja EDGE OF EXISTING - BUILDING SITE PUN ■GRAPHIC SCALES. SCALE; rxiff-^r- NO NEW GROUND EQ ■i:o /:0; ■1d. BEING ADDED AND N TO BE DISTURBED DU • SCALE: ANTENNA MODIFICAT 1 1 EQUIPMENT:SQHEDUI£ ANTENNA CONFIGURATION PICKWICK HOTEL (REF DWS Rll). .SECTOR 1-ALPHA SECTOR 2-BETA SECTOR GAMMA LTE2X4MIMO Amenna Center Line. ■..106 106 106 Anlenna Model. 600 10866 800 10866 80010666 N Antenna Manufacturer KATHREIN KATHREIN. KATHREIN ^ Coax (Ili-Sm-Hybrid Fiber (in-5/r Hybrid Fiber (T) 1-S8'Hybrid Fiber Azimuth 80 200 320 O Mechanical Tilt 0 0 0 ID [V. lEleetrieamit 4 8■ 8 Remote Radio Head Model RRUS-B13+A2(70O) RRUS-B13+A2 (TOO) RRUS-B13»A2(700) Remote Radio Head Quantity 1 1 -I..;-' Remote Radio A2 Module 1 1 1: CDMA Antenna Center Line. 108. 108 108 N .Antenna Model XDU01416-80-641 XDU01416-eD-64i XDU01416-80-641 'Antenna Manufacturer CSS CSS CSS Antenna Quantity 2 2 2: I Coax (2) 7/r Coax. (2) 7/8- Coax (2) 7/8" Coax ID CO Azimuth 80 200 320 Mechanical Tilt 0 6 6 HBCtrIcamit N/A N/A N/A L'TE4X4MIMO Antenna Canter Line 106 ■106 .106 Antenna Model 800 10666 800 10866 600 10866 CO KATHREIN Antenna Manutacturer KATHREIN KATHREIN O Q_ Coax Hybrid shared w/700 MHz Hybrid shared w/700 MHz ■ Hybrid shared w/700 MHz Azimuth 80 .200 320: Mechanical Tilt 0 0 0 MICROWAVE INFO Hectrical Tilt 4 8 8 Remote Radio Head Model RRUS-32 PCS HRU&G2PCS RRUS-32PCS. -(N/A)- Remote Radio Head Quantity t 1 1 CDMA CO Antenna Center Line 108 108 108 Q.. - Antenna Model Shared With 850 MHz Shared with 850 MHz Shared with 850 MHz Q:. Antenna Manutacturer CSS CSS CSS Coax Coax shared with 850 MHz Coax Bhared with 850 MHz Coax shared with 850 MHz- LTE4X4MIMO Antenna Center Line 106 106 106 CO Antenna Model Shared with 700 MHz 800 10866 80010866 5 Antenna Manulaeturer Coax KATHREIN Hybrid shared W700 MHz KATHREIN Hybrid ahared w/7D0 MHz KATHREIN Hybrid shared W/7D0 MHz LUGENT:COLOR GgPE: muk eel;-/ Remote Radio Head Model RRUS-32 AWS RRUS-32 AWS RRU&-32AWS AIpKs SacM-. . Remote Radio Head Quantity 1 1 1 ■Red Om? TsI m Mit Wht OlvEriHy Red; 8m Wit Mit BeU SedMr RayCap OVP Model Number RC3DC-33r5-PF-48 Blus Omy Tel. Wit wii Wit NOTE: DiversHy Blus: Bm Wit Wit Wit <2 RayCap OVP Quamity (3) On Penthousey (3j.ln Shelter Gdmme. Sector ' . til - IF THE RRUSOZs ARE NOT AVAILABLE. 1/ERIZON MAY. Oni, Onli Tel. . Wit: Wit. . Wit SUBSTITUTE RRUS-12'8 IN THE INTERIM OlMerelty Cm Bm Wit. Wit Wit K O DiplexerType N/A DIplexer Manutacturer • Add .1 WhlU iWpe - VERIZON RETAINS LEASE RIGHTS TO INSTALL THE Q — Add:z white aWpw FOLLOWING EQUIPMENT AT A FUTURE DATE;: <O DIplexer Model -(B)1-5ffl'COAX Add 3 whlte; iWpes DIplexer (auamlty; None CONTRACTOFI SHALLCONFIRM'ECIUIPHENT CCNROURATION WiTHFINAL VERIZON RF DWS BEFORE PROCEEDING WITH AWTENNA MODIFICATIONS. 1 Licensor Site Number/ Name: AL-6500 / FIVE POINTS HOSPITALITY RT AL Licensor Contract Number: 28634 Licensee Site Number/ Name: Loc # 170596 / Pickwick Hotel Exhibit B-4 See attached Rooftop Relocation/ Reconfiguration Application 6 1 EcnrorTB-i VcrornWiekii rown Tn«t* AL6Sa) •;o.!=:;.»:>msEsrAixaEquiiuMiJ\^ rmiUAM-CMfnCW)L'JlJA«EAtt\* Dsaa».Li>»'Jlth) Qi'wvnn Of cASB.Tn* M> I •LiVillifti e^i Cl«s.-ei LiKdltfii Oc=dxi.L>Wi]{({i» Ifiaw WTESrJlAnM: ro UCATIDN Id La (W«. f r« frsJ. • friieML!=p:i>,PACKCTW\mREQnRDfPfI5 Gcxaij on h-OT rDQLiuni (T AtrtiiUfDCD{n.A r SLAUD CEMDATW US.A(ZiK«-) tKmEa-'rrouaiiiaLnK .u>Drni»(.u.ti:MEA*£% uql'Kez) r. (axBArOK(i«WUaiJ p=a>fe^a|en» no •uLum n • t< L-arJ M dil r o) fc.B<irg) roEB.scKt.Trnwt»i' —*- |cArAanix^ VILTWE liANlTACTt'Ult IIAKEJMOOa. rAnrOROTOATOK r IKIID>SOKia»«'C IVELTAIIS n tOJDIC(JNS«U«*in)) TAKE nZEI^I rADmiFV'a.TAi.-xu r_ naiiKSotiSiuwtfiii. • -i. SECOXDAttVCttOUtll l£ASEAWlA HEQinnOtOfTS:i! ireJ. IFmAM)inOHALUA£EAmO!>417£S(r<tlL.Vdl<fu> Y n N K ADDmONAlBgiTTMOfr DUl>:S0MSiLiViHn'iH ADOmcXALBQL'irUlKr; PMDiUCetSiLtWdKriA r • MUX«rtlXCO REqUlHESlESIS ' ro«zs rrj3\tDai RV L'^UTYCOIlrA^TDlJIrT nr feVEDtKCltOI Atm^BTcfUj |r«a mmsoTrcoMon ixQL'EiuDrr(r F r r:;m.^!mxR cteotcatio^ (it,«cEnTR>l' rV.\N!U[TTlllT.EZ]>tX 1 grf f< iTAf;aJiTTmcEs\ K'A KAKLTACTtTlX nTEAMODD. rVTSrrTHniKOLDGY TOTAL \OLTAC ruTALAurocACx invTU T: ApfTMA' EQUjr^TjOTCm CATTO^S. -J EQLirUCKrTTrE. nTTHTHniKaUTOYf* CT>MA.1DDL Llm» njumiEKT 11 DLlfT HSaiT tf>l EqiviiDauoL'KT-nrE Eqt'IFUDO' II AhX'FACn.'XOt KBlna cgLvUENrKQca.* ACL'aMIKiOAli IMIiSM njimioirDsiBduhSiiitm'tb) I'UIIMJ* D]Lin IDO* RDGtrr (| B (a. ■ >«) aiLmiorr QL'AHTm .u»iunit/oxicnoM n radutiom loroi-u •fep.stu-t»nai4y on*, m CACM AZBIUn / CnXQl'BiCY |n)-IV1LJ.CM Uld.rr^AI. ___ ______ itv-iwu/TWTn/miYPM/mwJM/ kFKEQVEXCI' »M-3i-d AHm;NAn.\!N rtiTiVL • rt UKCa ftr t Itolcsflirfftcd K'A Uhx QTY. B Eini Azoitmi! zzmi. i uKE-nre UKEDLOjeTBirflZEl'I l-iVIOInibt A.:;:.; ajLiruDn-nTE iBpSeyrtui* RXUCTJI lAVKni nreif TSCHKOLuGYle. OHJ A.[ a(L'iniEhTUoL-TfninatT«A| BJLnnlDO'UOllfrTYTE OQUml Rn* IIAKlTAm-K£K EQl'iniDmiUDO.I r/jcC'UH-rr-ii RRL'S-n D]L'imEhTD>4E»&OKSi11«V EQinruDrTRsrdni SQimiorTQVAKnn* AZ»IUniS/D£BCn0C«tlR.VDIATnl> TiCiXOLI ».V2aS3» 9rY.at\aiAZS4L'ni/SrTO(Lir '* IXFIETL-EKrY AKnMfAn.UN TOTAL «rYUKTS ((T iawhs3 m>X9TT tkEsniAZDIL'nUSTTOR.I LDs-nre La<£DLutETU /Luer t

Exhibit B

FILED 2018 Jan-31 PM 05:06 U.S. DISTRICT COURT N.D. OF ALABAMA E X H I B I T B Deposition of: 30(b)(6) Jay Patel January 15, 2018 In the Matter of: SJP Investment Partners vs. Cellco Veritext Legal Solutions 1075 Peachtree St. NE, Suite 3625 Atlanta, GA, 30309 800.808.4958 | calendar-atl@veritext.com | 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 1 1 IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ALABAMA 2 SOUTHERN DIVISION 3 SJP INVESTMENT PARTNERS, 4 LLC, 5 Plaintiff, CIVIL ACTION FILE 6 vs. NO. 2:17-CV-79-AKK 7 CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, et al. 8 Defendants. 9 10 30(b)(6) DEPOSITION OF JAY RAJESH PATEL 11 12 January 15, 2018 10:00 a.m. 13 One Midtown Plaza 1360 Peachtree Street 14 Suite 1201 Atlanta, GA 30309 15 Sara Epstein, CCR, RPR 16 17 18 19 20 21 22 23 24 25 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 2 Page 4 1 INDEX 2 Examinations Page 1 APPEARANCES CONTINUED: 3 2 On behalf of Ulysses Asset Sub II, LLC: BY MR. KOHLER 5 4 BY MR. HAHN 137 3 W. PATTON HAHN, ESQ. (Via telephone) BY MR. KOHLER 153 5 BY MR. HAHN 157 4 Baker, Donelson, Bearman, Caldwell & 6 EXHIBITS 5 Berkowitz, P.C. 7 No. Description Page 8 Exhibit 1, Deposition notice 28 6 420 North 20th Street Exhibit 2, 2006 lease agreement 29 7 Suite 1400 9 Exhibit 3, T-Mobile lease 55 Exhibit 4, Easement and 57 8 Birmingham, Alabama 35202 10 Assignment Agreement Exhibit 5, Net Profits 64 9 205-328-0480 11 Agreement 10 Exhibit 6, Receiver's Deed 66 12 Exhibit 7, Jefferson Title file 71 11 Exhibit 8, Purchase and sale 82 13 agreement 12 (Pursuant to Article 10(B) of the Rules Exhibit 9, Collection of 92 13 and Regulations of the Georgia Board of Court 14 letters Exhibit 10, Settlement 109 14 Reporting, a written disclosure statement was 15 Agreement Exhibit 11, E-mail exchange 121 15 submitted by the court reporter to all counsel 16 between counsel 16 present at the proceeding.) Exhibit 12, T-Mobile billing 128 17 summary 17 Exhibit 13, Damages model 131 18 analysis 18 Exhibit 14, Letter from 133 19 19 American Tower dated 12/1/16 Exhibit 15, E-mail exchange and 145 20 20 attachments 21 Exhibit 16, Document request 154 21 Exhibit 17, T-Mobile document 159 22 of power usage at Hotel Indigo 22 Exhibit 18, Alabama Power bill 160 23 23 24 24 25 25 Page 3 Page 5 1 APPEARANCES OF COUNSEL: 1 JAY RAJESH PATEL, 2 On behalf of the Plaintiff: 2 having been first duly sworn, was examined and 3 BRYAN M. KNIGHT, ESQ. 3 testified as follows: 4 Knight Johnson, LLC 4 EXAMINATION 5 One Midtown Plaza 5 BY MR. KOHLER: 6 1360 Peachtree Street 6 Q. Mr. Patel, could just state your full 7 Suite 1201 7 name for the record? 8 Atlanta, GA 30309 8 A. Jay Rajesh Patel. 9 404-228-4822 9 Q. Can you spell that for me? 10 10 A. J-a-y R-a-j-e-s-h P-a-t-e-l. 11 On behalf of Cellco Partnership d/b/a Verizon 11 Q. Okay. Jay, Mr. Patel, have you gone by 12 Wireless: 12 any other names? 13 MICHAEL P. KOHLER, ESQ. 13 A. No. 14 Miller & Martin PLLC 14 Q. Where did you grow up? Did you grow up 15 1180 West Peachtree Street, NW 15 here in town? 16 Suite 2100 16 A. I did, in Atlanta. Went to Lakeside High 17 Atlanta, GA 30309 17 School. 18 404-962-6403 18 Q. Did you go on to college? 19 19 A. I did. I went to New York University in 20 20 London School of Economics. 21 21 Q. Did you get any degrees? 22 22 A. I did. Bachelor's in economics. 23 23 Q. And was that from NYU? 24 24 A. It was. 25 25 Q. And what year was that? 2 (Pages 2 - 5) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 6 Page 8 1 A. May 2003. 1 happens to be a hotel, which is our specialty. 2 Q. Okay. And if you could, just walk me 2 Q. Okay. 3 through after graduating kind of the jobs you've 3 A. 90 percent of our specialty is 4 done since 2003. 4 hospitality, and ten percent is retail, retail 5 A. Sure. After college, I moved to Danbury, 5 centers. So a lender could contact us, or we 6 Connecticut, and I worked at GE Capital in 6 could contact the lender based on a foreclosure 7 structured finance in capital markets. 7 notice run in the paper, just there's many ways of 8 Q. And how long were you with GE? 8 originating investments. 9 A. For a year. 9 Q. Okay. And when you are potentially 10 Q. All right. And so from -- until about 10 attracted to a piece of paper, what typical due 11 2004 or so? 11 diligence do you undertake before deciding to go 12 A. Early 2004. 12 forward with the acquisition? 13 Q. All right. And what did you do after 13 A. Sure. So all of the loan files from the 14 that? 14 bank; so the notes, the mortgage, and the 15 A. I worked at Goldman Sachs in their 15 guarantees -- if there are any -- the assignment 16 principal finance group. 16 of leases, rents and profits. Any and all loan 17 Q. How long were you with Goldman? 17 documents, the title policy, of course, and any 18 A. Four years. 18 third-party reports; appraisals, environmentals, 19 Q. All right. So that's until about 2008 or 19 property condition reports. 20 so -- 20 Q. Those are typically in the file already, 21 A. Correct. 21 correct? 22 Q. -- when the economy tanked? 22 A. It depends on the lender's document 23 A. Correct. 23 retention. Some lenders that fail didn't keep 24 Q. What did you do after that? 24 good loan files, some banks do. It just depends. 25 A. I moved back to Atlanta and started my 25 Q. Okay. All right. So in addition to Page 7 Page 9 1 own real estate investing and development. 1 trying to get your hands around the stuff you may 2 Q. Was that about 2008 or so? 2 typically find in a loan file, do you go out into 3 A. Correct. 3 the property that's secured by the note? 4 Q. And tell me, in 2008, exactly what you 4 A. Always. 5 were doing in terms of the real estate investment 5 Q. All right. And tell me more specifically 6 stuff. 6 what you're typically looking for when you go out 7 A. I was buying first mortgage loans from 7 and to a site inspection or whatever. 8 lenders, servicers and the FDIC. 8 A. Immediate capital expenditures to the 9 Q. And so you were buying these -- this 9 property, any structural issues, mold, mildew, any 10 paper and acting basically as the lender for some 10 sort of remediation. Pretty much everything. 11 of these borrowers out there? 11 We're going out there to look and kick the tires, 12 A. Correct. 12 so to speak, as much as possible. Sometimes we go 13 Q. And were these loans that were secured by 13 into these visits unannounced or announced. It 14 real estate typically? 14 just depends. 15 A. Always. 15 Q. All right. Do you typically retain any 16 Q. And would you form certain company -- 16 folks to help you with the due diligence process? 17 special purpose companies to buy this paper? 17 A. Depends. With respect to title? Yes, a 18 A. Correct. 18 title attorney. With an appraisal? Yes, an 19 Q. And when you typically -- tell me how you 19 appraiser. It just depends. But generally no, we 20 would go about identifying a piece of paper that 20 do all of our due diligence inhouse. 21 you wanted to buy. 21 Q. All right. And do you have -- what's the 22 A. Sure. It could be a direct inquiry or 22 name of the company that you formed in 2008? 23 reverse inquiry. We have relationships with many 23 A. There were many companies. 24 lenders, and they call us from time to time if 24 Q. All right. Is there a holding company? 25 they have a problem loan in their portfolio that 25 A. No. 3 (Pages 6 - 9) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 10 Page 12 1 Q. All right. So you have single purpose 1 counsel, looked at some documents, anything else 2 entities that acquire each of these pieces of 2 that you did? 3 paper? 3 A. No. 4 A. Correct. 4 Q. But with regards to the documents that 5 Q. All right. But none of them are -- fall 5 SJP produced in this case, you don't -- do you 6 under the umbrella of a parent company or anything 6 recall reviewing any specific documents that were 7 like that? 7 produced? 8 A. No. 8 A. No. 9 Q. Who are typically the members of these 9 Q. All right. 10 companies that you form? 10 A. With the exception of the lease, of 11 A. Depending on the investors. Generally I 11 course. But nothing specifically. 12 would be a principal person in all of the 12 Q. And when you refer to "the lease," is 13 transactions, so myself or my wife would have been 13 that the lease between Pickwick and Verizon 14 involved. 14 Wireless or are you referring to another lease? 15 Q. And so is that what you've been doing 15 A. Pickwick, its successors, and Verizon 16 predominantly since 2008? 16 Wireless. 17 A. Correct. 17 Q. So for purposes of this deposition, we'll 18 Q. And what's the kind of geographic reach 18 refer to that as "the lease." Is that okay? 19 of your operations? 19 A. That's fine. 20 A. We'll go nationwide, depending on the 20 Q. What does SJP stand for? Is that 21 project, and of course the price. The further the 21 initials? 22 project is from Atlanta, from an asset management 22 A. It is. It's for my daughter; Sophia J. 23 view, the greater a discount it would have to be. 23 Patel. 24 Q. Okay. So we're deposing today SJP 24 Q. All right. Tell me how SJP became -- 25 Investment Partners, LLC. So you understand that 25 well, let me back up. The building that you Page 11 Page 13 1 you're going to talk about a number of topics 1 acquired in Birmingham, do you have -- do you 2 today on behalf of SJP. Do you understand that? 2 commonly refer to that by a certain name? 3 A. I do. 3 A. The Hotel Indigo. 4 Q. Okay. What did you do today to prepare 4 Q. Okay. We'll call it the Hotel Indigo 5 for your deposition? 5 then. When did SJP become first interested in 6 A. I reviewed the production that I produced 6 Hotel Indigo? 7 to Verizon. 7 A. In -- around March 2016, I had a 8 Q. All right. So those are the documents 8 relationship with a private equity firm. They had 9 that were produced in this case? 9 allowed me to diligence this loan that they had 10 A. Correct. 10 owned, and SJP was formed to purchase that 11 Q. Were there any particular documents that 11 mortgage. 12 you specifically reviewed? 12 Q. Okay. So what was it prior to the equity 13 A. No. 13 company that held this note? 14 Q. All right. Did you -- in addition to 14 A. Texas Pacific Group. 15 reviewing the documents, did you do anything else 15 Q. Okay. And was it the senior lender, the 16 to prepare for your deposition today? 16 primary lender? 17 A. I spoke with my -- 17 A. No, it had purchased a mortgage 18 (Whereupon, a cellphone rang.) 18 originated in 2006 by the National Republic Bank 19 A. I apologize. I spoke with my counsel 19 of Chicago that had failed, and Texas Pacific 20 prior -- 20 Group purchased this mortgage from the FDIC as a 21 MR. KNIGHT: I'm going to remind you that 21 receiver of that bank. And I, SJP, had purchased 22 all discussions we had were privileged. 22 the mortgage from Texas Pacific Group in June of 23 BY MR. KOHLER: 23 '16. 24 Q. Right. Don't want to get in depth about 24 Q. Gotcha. Okay. 25 conversations with counsel. So talked with 25 Well, let's back up. When was SJP 4 (Pages 10 - 13) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 14 Page 16 1 Investment Partners, LLC formed, do you know? 1 A. I reached out to them, because I had 2 A. I don't. It would be on the Georgia 2 worked with a partner at -- while I was at Goldman 3 Secretary of State, though. 3 Sachs, and I knew he purchased this because it was 4 Q. Okay. And who are the members of SJP? 4 public information with respect to the FDIC 5 A. My wife, Monica Patel, and my partner 5 purchase. And I reached out to him to go and 6 Rakesh Patel. 6 screen what he had. And I had a good relationship 7 Q. Can you spell Rakesh's first name? 7 with him. So we went under a confidentiality 8 A. Yeah, R-a-k-e-s-h. 8 agreement, and he allowed me to go through his 9 Q. Patel? 9 whole portfolio and pick assets that I was 10 A. Correct. 10 interested in. 11 Q. And is there a family relationship with 11 Q. So at that time you were not aware 12 Rakesh Patel? 12 specifically Hotel Indigo, you just knew that 13 A. No. He's an uncle of one of my good 13 Texas Pacific Group had purchased a tranche of 14 friends. 14 stuff from the FDIC; is that fair? 15 Q. So the -- are you a member of SJP? 15 A. Until I received the data tape, and at 16 A. No, I'm the manager. 16 which point I identified the property to purchase. 17 Q. Okay. So you're the manager of SJP? 17 Q. Okay. So when did you first identify the 18 A. Correct. 18 possibility of acquiring the Hotel Indigo paper? 19 Q. And so where does -- does Ms. Patel, does 19 A. March 2016. 20 she live here in town? 20 Q. All right. And how did you -- how did 21 A. She does, she lives with me. 21 you come to identify that, was it on the data tape 22 Q. And what about Rakesh Patel, where does 22 you said? 23 Mr. Patel live? 23 A. Yes. 24 A. In -- off of Lenox Road in Atlanta. 24 Q. What is that? 25 Q. Okay. So he's in Georgia as well? 25 A. A data tape is an Excel list of all the Page 15 Page 17 1 A. Correct. 1 loans in the portfolio, and it'll have summary 2 Q. And was that organized for the sole 2 information; the name of the loans, the interest 3 purpose of acquiring Hotel Indigo? 3 rate, the original principal balance, the current 4 A. For the purpose of acquiring the 4 principal balance, any accrued interest, default 5 mortgage, and then the fee simple interest, yes. 5 interest, late fees. It'll give the type of 6 Q. And so if I understood you correctly 6 collateral, a first mortgage or a second mortgage, 7 earlier, it was National -- what was the bank in 7 or a UCC, and then it will give the collateral 8 Chicago that originated the loan? 8 address and the guarantor, if any. 9 A. Sure. The National Republic Bank of 9 Q. Okay. Does it identify what type of 10 Chicago. 10 collateral it is, in this case a hotel? 11 Q. And that went into receivership by the 11 A. It depends on the data tape. In this 12 FDIC, and then from that the Texas Pacific Group 12 case, I can't recall. 13 acquired the loan that National Republic had made 13 Q. All right. 14 with respect to Hotel Indigo? 14 A. But I knew it to be a hotel. 15 A. That loan, and several hundred million 15 Q. How did you know it to be a hotel? 16 more loans, correct. 16 A. Because the franchise at the time was 17 Q. All right. And Texas Pacific Group is a 17 Choice Ascend, and the hotel was labeled, I 18 private equity firm? 18 believe, Hotel Highland Choice Ascend. 19 A. Correct. 19 Q. So just from the name description, you 20 Q. And where is it located? 20 got an idea it was a hotel? 21 A. They're global. They're like the Carlyle 21 A. Correct. 22 Group and BlackRock, they're over $100 billion 22 Q. During this data tape of information, is 23 firm. 23 it typical to show what other streams of income 24 Q. Okay. And Texas Pacific Group reached 24 may be generated from that borrower or from the 25 out to you regarding this loan? 25 collateral? 5 (Pages 14 - 17) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 18 Page 20 1 A. No. 1 A. Correct. 2 Q. So is it fair to say after reviewing the 2 Q. Okay. And so you get all this 3 data tape, that's really when you first became 3 information. Who is responsible on your end for 4 aware of this potential Hotel Indigo? 4 digesting all of that information in those 5 A. Correct. 5 documents? Who is responsible for going through 6 Q. Now, walk me through after you see this, 6 that stuff? 7 what did you do then just with respect to Hotel 7 A. Only myself. 8 Indigo? 8 Q. Okay. 9 A. Sure. So I put the property, or the 9 A. We're a small shop. 10 mortgage, under contract after I reviewed all of 10 Q. Okay. And so, Mr. Patel, did you work 11 the loan files. 11 with anybody -- after you'd reviewed this stuff, 12 Q. Okay. Let's not get ahead of ourselves. 12 did you work with anybody to review any of these 13 A. Okay. So I identified the property that 13 documents or was it just you solely? 14 I was interested in, I requested the seller 14 A. Myself and my attorney, Denny Panter, who 15 provide all of the loan files, and they did. 15 is working on title, and initially sent the 16 Q. Okay. And what were the loan files that 16 default letters to Verizon and T-Mobile on 17 were provided to you that -- 17 American Tower. 18 A. There were probably over -- maybe 50 to 18 Q. Okay. Before we get to this, at this 19 100, and they included all the third-party 19 point you've just now requested the loan files, 20 reports, the mortgage, the note, all the 20 going through the stuff? 21 modifications to a note, borrower correspondence, 21 A. Correct. 22 the Verizon lease, the T-Mobile lease, P&Ls, 22 Q. All right. Now walk me through after you 23 profit and lost statements for the property, and 23 get through this -- get through reviewing these 24 general loan documents. And a title policy, which 24 documents, what happens then? 25 reflected the leases on the policy. 25 A. I put the property -- put the mortgage Page 19 Page 21 1 Q. Okay. And you understood at that time 1 under contract to purchase. 2 that the loan was in default? 2 Q. Okay. Was there -- did you hire somebody 3 A. I did. 3 to help negotiate that for you? 4 Q. Okay. And at that point in time, had 4 A. Denny Panter. 5 there already been a receiver appointed? 5 Q. Okay. And what was Mr. Panter's role in 6 A. There had been. 6 this? 7 Q. Okay. And was this reflected in the data 7 A. To close the sale of the mortgage and to 8 tape, or did this become known to you through the 8 ensure I had clear title. 9 due diligence process? 9 Q. Okay. Did you hire any other 10 A. Through the due diligence. Part of the 10 professionals to help close this transaction? 11 due diligence was litigation with the borrower, 11 A. No. 12 and the receivership action was posted in that. 12 Q. Okay. Did you have -- other than -- I 13 Q. And so when you talk about the 13 don't want to talk about any communications you 14 litigation, that was simply the lender exercising 14 had with Mr. Panter, but what did you understand 15 its right under the loan to become the receiver 15 -- before you closed this loan, what did you 16 and take over the operations of its collateral? 16 understand the Verizon lease to be? 17 A. Correct. 17 A. A cell tower lease on the roof of the 18 Q. Okay. So you request the loan files from 18 building. 19 the seller, in this case Texas Pacific Group, it 19 Q. Okay. And did you understand at that 20 provides you a number of documents, including the 20 time by -- if you acquired this Hotel Indigo, what 21 note and modifications to the note, profit and 21 responsibilities, if any, SJP would have with 22 loss statements presumably from the borrower? 22 respect to that lease? 23 A. The property. 23 A. SJP is the fee simple owner of the hotel. 24 Q. Yeah. And you also said the T-Mobile 24 The equipment is structured on the hotel, so SJP 25 lease and the Verizon lease? 25 has to have some relationship with Verizon. In 6 (Pages 18 - 21) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 22 Page 24 1 reviewing the lease, there's an obligation to 1 the roof, there was more Verizon equipment than 2 reimburse for electrical consumption. And that 2 T-Mobile equipment? 3 was my understanding of the lease. However, I 3 A. Ten times as much. 4 knew that the income side of the lease had been 4 Q. All right. Did you have any talks with 5 sold by the borrower to American Tower. 5 anybody about rental payments owed under the 6 Q. Okay. And when did you become aware of 6 Verizon lease prior to closing? 7 that, that the income side of that lease was sold 7 A. No. 8 by the borrower? 8 Q. Okay. Did you have any talks to anybody 9 A. Prior to closing the mortgage 9 regarding rental payments owed under the T-Mobile 10 acquisition. 10 lease prior to closing? 11 Q. Okay. So this would have been prior to 11 A. No. 12 June of 2006; is that fair? 12 Q. Did you have any talks with anybody 13 A. 2016. 13 regarding utility payments owed with respect to 14 Q. I'm sorry, I misspoke. So prior to June 14 Verizon prior to closing? 15 of 2016, SJP knew that the income stream 15 A. I did talk to the receiver, and I stated 16 associated with the Verizon lease had been sold by 16 why are the utility expenses on the profit and 17 the borrower, in this case was it Five Points 17 loss statement for the hotel so high. I knew the 18 Hospitality? 18 hotel was old, and it needed a new roof and the 19 A. Correct. 19 building had to be resealed because it wasn't good 20 Q. Is that -- same goes true for the 20 energy management, but it was still very, very 21 T-Mobile lease as well? 21 strange for a 63-room hotel to have a utility bill 22 A. That was my understanding, correct. 22 of over $10,000 a month. Whereas, I own -- my 23 Q. And you based that understanding in part 23 brother owns a 63-room hotel that's also part of 24 because you reviewed the leases? 24 Southern Company, except it's in Georgia, his 25 A. I reviewed a document that stated the 25 utility bill was $2,100 a month. Page 23 Page 25 1 leases had been sold. 1 So for a 63-room apples to apples utility 2 Q. Okay. Was that a -- was that an 2 bill was just completely out of line. The 3 assignment document? 3 receiver didn't have an explanation for it. 4 A. I believe so. 4 Q. Okay. So on the borrower's profit and 5 Q. Okay. So you reviewed that document? 5 loss statements, there must have been a line item 6 A. Correct. 6 for utility usage? 7 Q. All right. Did you talk to anybody prior 7 A. It was on a million seven approximately 8 to closing about the Verizon lease or the T-Mobile 8 in hotel revenues. The utility expense was 9 lease? 9 11 percent. It was over nearly $170,000. 10 A. That's a general question. I mean, I 10 Q. A year? 11 talked to Denny Panter -- or did I talk to 11 A. A year. 12 T-Mobile or Verizon directly? No. 12 Q. And that was -- and you were aware of 13 Q. Okay. Did you go up on top of Hotel 13 this during the due diligence process? 14 Indigo and look what was up there? 14 A. It was reflected on the P&L, yes. 15 A. I did. 15 Q. And that's something you were aware of 16 Q. All right. And what did you see up 16 prior to closing the acquisition; correct? 17 there? 17 A. Which I wanted to investigate after 18 A. I saw an extremely large platform, 18 purchase, right. 19 probably 15 by 15, loaded with Verizon cell tower 19 Q. But in terms of asked -- if I understood 20 equipment that must have been weighing several 20 you correctly, you asked the receiver about why 21 thousand pounds. 21 the utility bills were so high and there wasn't 22 Q. Okay. Did you see anything else up top 22 really an explanation? 23 of the roof? 23 A. Correct. 24 A. I saw a small antenna for T-Mobile. 24 Q. Okay. Other than asking the receiver 25 Q. In terms of the amount of equipment on 25 about the amount of the utility bills, did you ask 7 (Pages 22 - 25) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 26 Page 28 1 -- did you do anything else prior to closing with 1 for handling that? 2 respect to the utility usage at the Hotel Indigo? 2 A. Correct. 3 A. No. 3 Q. With respect to the substitution of SJP 4 Q. Okay. And you closed on the paperwork in 4 into the role as the plaintiff in the receivership 5 you said June of 2016? 5 action, were you primarily responsible for that? 6 A. Correct. 6 A. Correct. 7 Q. So after you closed on the acquisition of 7 Q. And with respect to the sale, the fee 8 the note, when did you become the fee simple owner 8 simple -- with respect to the sale, the collateral 9 of Hotel Indigo? 9 in this case, the Hotel Indigo to SJP, were you 10 A. September 26, 2016. 10 primarily responsible for that on SJP's end? 11 Q. Okay. And what was going on between June 11 A. Correct. 12 of 2006 when you acquired the note until September 12 Q. Okay. Other than the purchase and sale 13 of 2016? 13 agreement between the receiver and SJP, was there 14 A. I filed a motion to substitute as 14 any other agreements entered into with the 15 plaintiff in the receivership action, and became 15 receiver that you can remember? 16 plaintiff and lender. And then I entered into a 16 A. Not that I can remember. No. 17 contract with the receiver to sell the property to 17 (Whereupon, Defendants' Exhibit 1, 18 SJP, the fee simple interest. The court approved 18 Deposition notice, was marked for identification.) 19 the purchase sale agreement, and then I closed on 19 BY MR. KOHLER: 20 the property September 26, 2016. 20 Q. I'm going to show you what we've marked 21 Q. Okay. So if I understood you correctly, 21 as Defendants' Exhibit 1. This is just a little 22 you acquired the paper in June of 2016. At that 22 housekeeping here. This is the deposition notice 23 time it was already in receivership, or at least 23 that I sent in this case, and all the topics that 24 it was in litigation? 24 we're probably going to touch on today. And just, 25 A. Correct. 25 you already confirmed this, but just to be clear, Page 27 Page 29 1 Q. You moved -- SJP moved with the court to 1 you are the person that has been designated on SJP 2 become substituted as the plaintiff in that case? 2 to talk about each of these topics. Is that 3 A. Correct. 3 correct? 4 Q. And the court ultimately blessed the 4 A. Correct. 5 receivership? 5 Q. Okay. And with respect -- did you review 6 A. Correct. 6 Exhibit 1 prior to today? 7 Q. And the court allowed the receiver to 7 A. I have, yes. 8 sell the property? 8 Q. Is there anybody, in your opinion, that 9 A. Correct. 9 may have more information than you about any of 10 Q. And how was it sold? Was that sold on 10 these topics? 11 the courthouse step or was it a private sale? 11 A. No. 12 A. It was sold through the courts under 12 Q. Okay. 13 receiver's deeds, transferring all the rights the 13 (Whereupon, Defendants' Exhibit 2, 2006 14 receiver had under the loan documents, which 14 lease agreement, was marked for identification.) 15 included the assignment of leases, rents and 15 BY MR. KOHLER: 16 profits, and all of that -- all assets were sold 16 Q. I'm going to hand you what's been marked 17 to SJP. 17 as Exhibit 2 to your deposition. And this I'll 18 Q. Okay. Were there any other bidders, was 18 represent to you is the 2006 lease agreement 19 it just -- 19 between Pickwick and Verizon wireless. You're 20 A. No, the PSA was presented to the court, 20 familiar with this document, are you not? 21 the court approved it, and then that was the end 21 A. I am. 22 of it. 22 Q. And have you ever read this from start to 23 Q. Okay. Is it fair to say that with 23 end? 24 respect to the negotiation of the note and the 24 A. I have. 25 closing of note, you were primarily responsible 25 Q. All right. And was the first time that 8 (Pages 26 - 29) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 30 Page 32 1 you read this, was it during the due diligence 1 pay AT&T as the fee simple owner, and AT&T would 2 process? 2 reimburse us. But we knew their utility 3 A. It was. 3 consumption, because it was the sole consumer of 4 Q. All right. Have you -- has SJP ever 4 utility. 5 entered into a lease agreement with Verizon 5 Q. But with respect to this, you guys were 6 Wireless? 6 paying the utility bill and then were looking to 7 A. No. 7 AT&T to get reimbursed? 8 Q. Have you, or any of the companies that 8 A. Correct. 9 you've been a part of, ever entered into a lease 9 Q. Okay. 10 agreement with Verizon Wireless? 10 A. And then on another building I had at 218 11 A. No. 11 Peachtree Street in downtown Atlanta, it was an 12 Q. What about with T-Mobile? 12 eight-story parking deck and some retail, there 13 A. No. 13 were -- there was a lease with AT&T, and another 14 Q. Is it fair to say that -- is it fair to 14 cellphone vendor that their name evades me, it was 15 say that the first property that you individually, 15 one of those small ones like Leap Wireless or 16 or you indirectly through your companies, the 16 something, something along those lines. I sold 17 first time that you ever had a rooftop agreement 17 that, though, as well. 18 or a cellphone communication agreement was with 18 Q. And before I forget, when you acquired 19 respect to Hotel Indigo? 19 Hotel Indigo, the paper, in June of 2016, it was 20 A. No, I had two before with AT&T. 20 an operated hotel; correct? 21 Q. Tell me about those. Where are those 21 A. Correct. 22 located? 22 Q. And when you -- and when you acquired 23 A. I no longer own the properties, but I did 23 your fee simple stake in the Hotel Indigo in 24 own them. The first property was located on Delk 24 September of 2016, it was an operated hotel; 25 Road in Marietta, Georgia. It was a closed 25 correct? Page 31 Page 33 1 Holiday Inn that I had acquired. 1 A. Correct. 2 Q. Is that the one that burnt down? 2 Q. And at any point in time since your 3 A. That's correct. And I split the building 3 acquisition in September of 2016, has the hotel 4 and I sold both of those, which are I guess in the 4 not been operating as a hotel? 5 process of redevelopment. That property had no 5 A. Yes. For a period of about two to three 6 operations, but did have an active cell tower on 6 weeks we had an issue with the adjoining condo 7 the top of the five-story building with AT&T. And 7 owner who stopped our construction frivolously, 8 their bill -- because I knew exactly the amount of 8 and we got that resumed. But we were -- we closed 9 consumption, because there's no operations from 9 the hotel for a period of three weeks. 10 the hotel with except to that. Their monthly 10 Q. Okay. So while y'all are doing 11 utility bill was around $2,500 a month. 11 construction work on the hotel, you were still 12 Q. Okay. And the lease payments with 12 operating as a hotel? 13 respect to AT&T at that Holiday Inn, were those 13 A. No, we -- there was a period of three 14 lease payments being made to your company? 14 weeks we closed operating the hotel, no guests, 15 A. Correct. Well, yeah, a company that I 15 because we were also switching over the HVAC 16 was affiliated with. 16 system. We converted from a central HVAC system 17 Q. Either managed or -- 17 to a VRF system, Variable Return Flow, and you 18 A. Yeah. 18 can't do a changeover with guests staying. So we 19 Q. Okay. And so it was utilizing about 19 just decided to close the hotel for three weeks, 20 $2,500 a month in utility bills? 20 get all the construction with respect to the HVAC 21 A. For one single AT&T tower, that was 21 system done, and then re-rent rooms that were 22 probably maybe a 5 by 5 area. 22 available. 23 Q. Okay. And was there a direct meter going 23 Q. Okay. And so when was this three weeks 24 directly to that AT&T? 24 of unoccupancy? 25 A. No. It was a sub-meter, because we would 25 A. I can't recall, but it was at least two 9 (Pages 30 - 33) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 34 Page 36 1 months ago. 1 rate? 2 Q. So in late 2017? 2 A. Ten percent. 3 A. Probably around, yes. 3 Q. And what's the reason it's so low? 4 Q. Okay. Fourth quarter, 2017? 4 A. We're under renovation. 5 A. Yes. 5 Q. Okay. 6 Q. And so other than that three-week period, 6 A. I mean, we're trying to construct the 7 the hotel has been operating while you've owned it 7 hotel. 8 since September of 2016? 8 Q. And is that going on right now? 9 A. Correct. And "operating" meaning only 9 A. Yes. 10 about ten percent occupancy, because we're not 10 Q. It has to be branded as a Hotel Indigo? 11 complete. We're only -- we have eight floors, 11 A. Yes. And we should be done in the next 12 seven floors of guest rooms, two floors are 12 45, 60 days. 13 rentable. So we're only renting nine rooms per 13 Q. And at that point, what do you think your 14 floor. We're only -- we only have 18 rooms 14 occupancy rate is going to go up to? 15 available to rent. 15 A. It's going to take time to stabilize, but 16 Q. Okay. Yeah, let's break that down. 16 ultimately the market's doing 77 percent. So in 17 A. That's an important caveat, because 17 about a 12-month period, it should be up to 18 that's also -- your occupancy is a direct 18 77 percent. 19 correlation with your utilities; right? So if 19 Q. Okay. And is your business -- is your 20 we're only doing -- if we only have 18 rooms 20 ultimate business plan to get this renovated and 21 available to rent, and we're only renting a couple 21 then sell? 22 of those, we're not using much utility for the 22 A. Everything's for sale, but if I get a 23 hotel. 23 good price, then yes. 24 Q. All right. How many floors is Hotel 24 Q. Okay. With respect to AT&T at Holiday 25 Indigo? 25 Inn off Delk, would you send AT&T an invoice that Page 35 Page 37 1 A. Eight. 1 you got from the utility company? How would you 2 Q. Okay. Eight? 2 invoice AT&T? 3 A. Sorry, nine. There is a basement, there 3 A. I can't recall, it's been since -- we 4 is a first floor, and then floors 2 through 8 are 4 would definitely send to AT&T an -- or at least 5 guest room floors. 5 the utility bill, but I can't recall how, the 6 Q. Okay. So what's in the basement? 6 mechanics of how they were invoiced. 7 A. The fitness center, back of the house, 7 Q. Was that from Marietta Power, or was that 8 laundry, maintenance and the 52 parking spaces. 8 -- who was the utility -- 9 Q. Okay. Floors 2 through 8 are where 9 A. Yeah, it was Marietta Power. And the 10 guests stay? 10 entity -- I can give you the entity, RM Kipton and 11 A. Yeah, nine rooms per floor, so nine times 11 Kingston Hotels. 12 seven is 63 rooms. 12 Q. All right. Now, let's go to 218 13 Q. All right. What's on the ninth floor? 13 Peachtree. What was going on at that outfit? 14 A. There is no ninth floor, the roof and the 14 A. We had two cell tower leases on the roof. 15 cell tower equipment. 15 Q. Were you receiving the income stream from 16 Q. Okay. I -- and so there's no other -- 16 those leases? 17 this is all a hotel, there's no condominiums or -- 17 A. We were. 18 A. It is part of a condominium association. 18 Q. Who were the carriers? 19 The hotel controls 76.72 percent of the 19 A. AT&T. 20 association. The 23.28 percent, or whatever, is 20 Q. And you don't recall the other one? 21 retail space, about 14,000-square foot adjoining 21 A. No, but I think it may have been Leap 22 retail that's leased out to retail tenants that I 22 Wireless or one of those smaller firms. 23 don't have an interest in. 23 Q. And tell me about the utility, were they 24 Q. Okay. And so since your acquisition 24 directly metered or sub-metered? How did that 25 September of 2016, what's your average occupancy 25 work? 10 (Pages 34 - 37) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 38 Page 40 1 A. They were directly metered, we didn't get 1 Q. And of this $75,000, how much of it was 2 involved with the CAM or utilities. 2 with respect to utility bills? 3 Q. Okay. So other than those leases with 3 A. I can't recall. 4 AT&T and this other carrier, you have not had an 4 Q. All right. Was it -- if you're averaging 5 occasion to have any other leases with wireless 5 about $10,000 a month or so, utility charges, and 6 carriers? 6 there was, presumably there was a shortfall, are 7 A. Correct. 7 you talking a ten percent shortfall in utility 8 Q. Now, SJP's never had any relationship 8 bills? 9 with Pickwick Investments, LLC; is that fair? 9 A. I can't recall. 10 A. It does, Pickwick investments is Unit A 10 Q. Okay. 11 of the Condominium Association, and SJP is Unit B. 11 A. But it's important to keep in mind when I 12 So they do have a relationship through the 12 bought the mortgage, the mortgage was originated 13 Condominium Association. 13 in 2006, so at that point in time, the clock 14 Q. Right, but SJP doesn't have an ownership 14 started ticking, the shortfalls, the lack of 15 stake in Pickwick Investments, LLC; correct? 15 reimbursement on utilities already had a 16 A. Correct. 16 detrimental effect to the failure of the hotel. 17 Q. It doesn't manage or operate any of 17 It wasn't the sole cause, but it was definitely a 18 Pickwick's affairs; does it? 18 contributing factor because the hotel was 19 A. No. 19 subsidizing the utilities, but couldn't make its 20 Q. Prior to September of 2016, had SJP ever 20 mortgage payment. 21 paid any utility bills with respect to Hotel 21 Q. Did you ever contact Five Points 22 Indigo? 22 Hospitality, or any other fee simple owner of 23 A. Prior to September -- yes. In June, SJP 23 Hotel Indigo, regarding the arrangement it had 24 bought the mortgage and had to fund the receiver's 24 with T-Mobile or Verizon Wireless regarding the 25 shortfall to make payments for the utilities. 25 utility bill issue? Page 39 Page 41 1 Q. Okay. So prior to June of 2016, had SJP 1 A. No. 2 ever paid any utility bills associated with Hotel 2 Q. So as you sit here today, SJP does not 3 Indigo? 3 know what arrangements, if any, these prior fee 4 A. No. 4 simple owners of Hotel Indigo may have had with 5 Q. All right. So let's talk about what 5 Verizon or T-Mobile; is that fair? 6 happened in June of 2016. So the receiver didn't 6 A. That's fair. 7 have enough capital to pay certain ongoing 7 Q. Between closing on the paper in June of 8 expenses? 8 2016 and just prior to becoming the fee simple 9 A. Correct. 9 owner of the hotel in September of 2016, SJP was 10 Q. And those included utilities? 10 not required to shore up any of these shortfalls; 11 A. Correct. 11 is that fair? 12 Q. All right. And so how did this pop up on 12 A. Could you repeat that? 13 your radar? 13 Q. During this June to September time period 14 A. They made a request for working capital, 14 when SJP put about $75,000 in capital to the 15 and I had to fund at least $75,000 from that June 15 receiver to shore up some of these shortfalls the 16 to September time period. 16 receiver was experiencing, nothing required SJP to 17 Q. Okay. And what type of capital was 17 make that contribution; is that fair? 18 needed during that three- to four-month period? 18 A. The receiver required it. Otherwise the 19 A. Shortfalls from utilities, property 19 hotel would have shut down, the collateral value 20 taxes, insurance, payroll. 20 would have diminished, there would have been a 21 Q. So you're basically keeping the borrower 21 failure to mitigate damages for sure. But if the 22 afloat during that time period? 22 receiver didn't have it, the lender had to make a 23 A. Correct. 23 protective advance. 24 Q. Well, in this case the receiver? 24 Q. But that was a decision the lender could 25 A. The receiver, correct. 25 make or not make; fair? 11 (Pages 38 - 41) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 42 Page 44 1 A. Yeah, and it could have lost the 1 A. Myself. 2 $6.8 million mortgage on the property for failure 2 Q. Who else -- who of these 30 people report 3 to fund 75,000. 3 to you other than the GM? 4 Q. It made a decision to do so; right? 4 A. The assistant general manager. 5 A. It did. 5 Q. Okay. Anybody else report directly to 6 Q. Okay. And was there an agreement with 6 you? 7 the receiver at that time about how you at this 7 A. No. 8 point, SJP, was going to get reimbursed for this 8 Q. And who is the GM? 9 capital contribution? 9 A. Leslie Starr. 10 A. No. 10 Q. I'm sorry, what was the last name? 11 Q. From SJP's perspective, it understood at 11 A. Leslie Starr; S-t-a-r-r. 12 least down the road it was going to ultimately 12 Q. And who's the assistant GM? 13 acquire the fee simple interest in the hotel; 13 A. Rachel Mitchell. 14 correct? 14 Q. And Ms. Starr, has she been the GM ever 15 A. That was its intent. 15 since your acquisition of the hotel? 16 Q. And during this time period, at least 16 A. No. 17 $75,000 capital contributions to the receiver, the 17 Q. Okay. And when did Ms. Starr come on 18 receiver was going through the process of having 18 board? 19 the hotel sold to SJP. Is that fair? 19 A. I can't recall, but it's been less than 20 A. Correct. 20 12 months. 21 Q. What do you consider Hotel Indigo's 21 Q. Do you know who held the GM position 22 normal business hours? 22 before Ms. Starr? 23 A. 24 hours. It's a hotel. 23 A. A lady by the name of Rene Deason. 24 Q. Right. And tell me how that's -- tell me 24 Q. Can you spell the last name? 25 how Hotel Indigo's typically staffed. 25 A. Yeah, D-e-a-s-o-n. Page 43 Page 45 1 A. It depends on the size of the hotel. 1 Q. Okay. And did Ms. Deason, was she the GM 2 Q. No, I'm talking the one -- your hotel in 2 when you acquired the hotel? 3 Birmingham. 3 A. She was. 4 A. I have a general manager, an assistant 4 Q. Okay. And what about the assistant GM, 5 general manager, a maintenance person, a house 5 Ms. Mitchell, has she always been the assistant 6 person, a laundry department with a head 6 GM? 7 housekeeper and other housekeepers. I'm having a 7 A. No, that was a newly created position 8 bar, so three -- an executive chef, a chief 8 because Hotel Indigo requires two managers. 9 bartender, several part-time chefs, several 9 Q. So is it fair to say that either 10 bartenders, several servers. You know, there's a 10 Ms. Deason or Ms. Starr has reported to you since 11 couple of salaried personnel, the general manager 11 your acquisition of the hotel? 12 and assistant general manager, and everyone else 12 A. Correct. 13 is hourly. 13 Q. Anybody else other than Ms. Mitchell, 14 Q. Okay. And do you know how many people 14 Ms. Starr or Ms. Deason reported to you since your 15 are currently on the payroll at Hotel Indigo? 15 acquisition of the hotel? 16 A. About 30. 16 A. No. 17 Q. Okay. And so from SJP's perspective, 17 Q. And how would you typically communicate 18 being a hotel, normal business hours are 24 hours 18 with those folks? 19 a day, seven days a week? 19 A. At the property. I go to Birmingham at 20 A. Yes. But there are peak hours; meaning 20 least once, sometimes twice a week. They always 21 7:00 a.m. people generally wake up and have 21 have my cellphone, so they can call me and they 22 breakfast to, you know, 10:00 p.m. Those are 22 can always e-mail me. 23 probably peak hours. And everything after that, 23 Q. And if they were to e-mail you, what 24 people are sleeping. 24 e-mail address would they use? 25 Q. Okay. And who does the GM report to? 25 A. Jay@stamfordbridgecapital.com. 12 (Pages 42 - 45) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 46 Page 48 1 Q. And what's that domain name mean? 1 that communication? 2 A. It's just a face. I like the soccer team 2 A. That you should handle it once you close 3 Chelsea, and they play in Stamford Bridge Stadium 3 on the fee simple interest, because there wasn't 4 in London. 4 enough time for the receiver's counsel to get 5 Q. And if you were to e-mail with Ms. Deason 5 involved. They just said look, you deal with it 6 or Ms. Mitchell or Ms. Starr, what's their domain 6 after you close the fee simple. 7 handle? 7 Q. Okay. And that was prior to the 8 A. I -- Ms. Starr is Yahoo.com, and 8 September 2016 purchase and sale agreement; 9 Ms. Deason is Yahoo.com. 9 correct? 10 Q. Do they text you? 10 A. Correct, but that was after the June 11 A. No. I mean, they have, I'm sure, but no, 11 mortgage. 12 they don't. I think once when Rene's father -- 12 Q. Okay. Are you aware prior to September 13 Rene left the hotel because her father was 13 of 2016 anyone documenting Verizon Wireless's 14 terminally ill, and so I think I may have texted 14 power usage amount at Hotel Indigo? 15 her I hope everything's okay. But no, they don't. 15 A. No. 16 Q. Let's go back to Exhibit Number 2 there 16 Q. If you turn to Page 3 in the lease, are 17 in front of you. This is that lease -- 17 you familiar with the Quiet Enjoyment covenant, 18 MR. KNIGHT: Mike, when you have a 18 Section 12? 19 chance, we've been going about an hour. Can we 19 A. Yes. 20 take a quick break? 20 Q. Tell me what your understanding, SJP's 21 MR. KOHLER: Yeah, we can do it right 21 understanding, of a Quiet Enjoyment covenant? 22 now. Five-minute break. 22 A. As long as the counter party is 23 (Whereupon, a break was taken at 11:15 23 performing their obligations under the lease, they 24 a.m., and the Examination was resumed at 11:21 24 shall enjoy whatever they're doing or whatever 25 a.m.) 25 real estate they're occupying quietly, with no Page 47 Page 49 1 BY MR. KOHLER: 1 interference. 2 Q. Now, prior to you closing in June of 2 Q. Was this something you were aware of 3 2016, have you ever seen anywhere where Five 3 prior to your acquisition of Hotel Indigo in 4 Points Hospitality, or any fee simple owner of the 4 September of 2016? 5 hotel, ever sent out a bill to T-Mobile or Verizon 5 A. Yes. 6 Wireless requesting reimbursement of utility 6 Q. I believe we touched on this just a 7 charges? 7 little bit earlier, but just to be clear, you 8 A. Have I seen a bill? 8 certainly understood prior to September of 2016 9 Q. Or, you know, communication or something 9 that any rental payments owed under this lease did 10 requesting reimbursement for utility charges? 10 not go to the receiver or potentially SJP if it 11 A. No. 11 acquired a fee simple stake in the hotel. Fair? 12 Q. Prior to your fee simple acquisition in 12 A. Yes and no. No because I knew that the 13 September of 2016, had you ever seen any request 13 prior owner had sold the leases, but that was in 14 by the receiver, Five Points Hospitality, or any 14 violation of the assignment of leases and rents 15 fee simple owner of the hotel, requesting 15 and profits the bank held, because the owner sold 16 reimbursement of utility charges? 16 those leases without the lender's consent. 17 A. No, but the receiver did mention he was 17 So yes, I knew that they weren't entitled 18 unaware of his right to recover until I showed him 18 to it, because by definition the leases had been 19 the lease for reimbursement. But no, I had not 19 sold, but those leases had been sold illegally 20 seen any correspondence. 20 because the lender had never consented to release 21 Q. And when did that -- when did you show 21 its assignment of leases, rents and profits. 22 him the lease regarding the right to 22 Q. And at the time that -- would this have 23 reimbursement? 23 been when Five Points sold or conveyed -- 24 A. In between June through September. 24 A. Five Points never obtained consent of the 25 Q. And what was the receiver's response to 25 National Republic Bank of Chicago or the FDIC or 13 (Pages 46 - 49) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 50 Page 52 1 Texas Pacific Group to sell those leases. And the 1 release to Five Points? 2 lender had a security interest in those leases. 2 A. Correct. 3 Q. Okay. What do you base the belief on 3 Q. And what was the scope of that release? 4 that Five Points never acquired permission to do 4 A. Entire release. 5 so? 5 Q. Okay. So is it general release of any 6 A. There is no release or a consent of the 6 and all claims? 7 lender. 7 A. Known or unknown. 8 Q. Okay. 8 Q. I'm sorry? 9 A. The lender has an assignment of leases, 9 A. Known or unknown. 10 rents and profits, and there's no modification of 10 Q. Known or unknown. Okay. And the 11 that agreement releasing these leases to be carved 11 consideration of that was that Five Points 12 out and sold to American Tower. 12 wouldn't object or seek -- basically get its 13 Q. Okay. So did you ever talk to anybody at 13 property back? 14 the bank in Chicago regarding this issue? 14 A. Correct. Which would have been 15 A. They weren't around. 15 detrimental to me, because I'm renovating the 16 Q. Okay. Did you ever talk to the FDIC in 16 property. 17 its capacity as receiver regarding this issue? 17 Q. Right. 18 A. No. 18 A. And then at what price do they get? It 19 Q. And did you talk to anybody over at the 19 just would have been a very complicated, bad 20 -- I believe it was the private equity group, the 20 situation. 21 Texas Pacific Group, regarding this issue? 21 Q. And so you obtained, you give -- I'm 22 A. No. 22 sorry, SJP gave this release to Five Points prior 23 Q. All right. So you believe that Five 23 to September 2016? 24 Points didn't have the authority -- never had 24 A. At closing. 25 permission because there's not a document in the 25 Q. Okay. And was that part of the closing Page 51 Page 53 1 file that you've got that authorized it to sell 1 -- at closing, and that was in September of 2016? 2 this rental -- this income stream? 2 A. Correct. 3 A. Correct. There is an assignment of 3 Q. And was this release part of the closing 4 leases, rents and profits which grant the lender a 4 package, the materials? 5 security interest in these leases, and that's the 5 A. It was in connection with the closing, 6 only document. And that's the only enforceable 6 but it wasn't -- I believe so. I can't -- I don't 7 document. So if there's another document out 7 know, but it was at closing. This release was 8 there where your client may be privy to, then I'd 8 obtained separately, because we found out about 9 like to see that. 9 the one-year right of redemption closer to 10 Q. Did SJP ever go after Five Points for I 10 closing. Then we entered into this agreement 11 guess violating the terms of the loan or the 11 Denny Panter had worked on. 12 assignment of rents? 12 Q. And so you, SJP, knew by entering that 13 A. No. 13 release, it would not have a right to seek these 14 Q. Okay. What was the reason for that? 14 -- this rental income stream that it had sold 15 A. SJP entered into a release with the 15 without the lender's blessing. Is that fair? 16 borrower, so the borrower would waive its one-year 16 A. Correct. SJP became aware that the prior 17 right of redemption in Alabama. And in 17 owner sold the leases without the lender's consent 18 consideration of the borrower providing that 18 after closing. But SJP became aware that the 19 waiver, SJP released Five Points. 19 borrower sold the leases prior to closing. 20 Q. Okay. And so was this release under -- I 20 Q. I'm sorry. 21 guess under Alabama law, there's one-year 21 A. Okay. So prior to closing, SJP -- 22 redemption right after foreclosure? 22 Q. We're talking about the September 23 A. Correct. 23 closing? 24 Q. So in this particular case, somebody on 24 A. 9/26. Prior to closing, SJP knew the 25 behalf of Five Points granted, or SJP granted, a 25 leases had been sold. After closing, SJP realized 14 (Pages 50 - 53) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 54 Page 56 1 after it already released Five Points that there 1 these entities are out of the picture. The fee 2 was no consent by lender to sell those leases. 2 simple owner at that time -- this equipment's on 3 Q. Okay. 3 its roof at the end of these leases. So SJP, you 4 A. We knew they had been sold, but only 4 know, has -- at this time, SJP may not be the 5 until after we closed we realized that they didn't 5 party to the lease, but there is an assignment of 6 obtain lender consent. 6 all of these leases to SJP with the receiver. 7 Q. Okay. But clearly before closing in 7 Q. Okay. I'm not sure I follow you. I 8 September of 2016, by giving a full release of 8 apologize. 9 known and unknown claims, that would have 9 A. Okay. So both of -- both the Verizon and 10 encapsulated the rental? 10 T-Mobile leases have an expiration date; correct? 11 A. Correct. 11 Q. Well, I'm not -- 12 Q. Okay. 12 A. Okay. 13 MR. KOHLER: Bryan, was that release 13 Q. I'm not sure I agree, but go on. 14 provided in the documents you sent over? I don't 14 A. Okay. Well, there is a renewal term. 15 remember -- I went through everything again 15 And there is a renewal term in here. At the end 16 yesterday, I don't remember seeing it. 16 of the renewal term, my position is the 17 BY MR. KOHLER: 17 equipment's on my roof, and it reverts back to the 18 Q. Mr. Patel, do you know if that was 18 landlord, the fee simple interest. 19 something that was produced in response to the 19 Q. Okay. We'll get into another document 20 request? 20 later. I think I understand what you're saying. 21 A. I don't believe it was, because that 21 A. Okay. 22 would have been part of my loan -- fee simple 22 Q. All right. I'm going to talk about some 23 closing package. Everything that was requested I 23 demand letters that were sent out prior to 24 provided. If not, we could take a break and I 24 litigation. Before I do that, let me -- maybe 25 could send it to you right now. 25 we'll talk briefly about the assignment. Page 55 Page 57 1 Q. We don't need -- I would like to get that 1 (Whereupon, Defendants' Exhibit 4, 2 before we adjourn today. 2 Easement and Assignment Agreement, was marked for 3 A. All right. 3 identification.) 4 Q. I think it would cover under kind of the 4 BY MR. KOHLER: 5 closing of the hotel. 5 Q. We'll mark this as Defendants' Exhibit 4. 6 (Whereupon, Defendants' Exhibit 3, 6 All right. This is titled: The Wireless 7 T-Mobile lease, was marked for identification.) 7 Communication Easement and Assignment Agreement. 8 BY MR. KOHLER: 8 All right? This is dated February of 2010; 9 Q. I'm going to hand you what we'll mark as 9 correct? 10 Defendants' Exhibit 3. I don't have really any 10 A. Correct. 11 questions on this exhibit. This is what I call 11 Q. And you're familiar with this agreement, 12 the T-Mobile lease. 12 correct? 13 A. Correct. 13 A. I am. 14 Q. If you could just thumb through that. 14 Q. And this -- this is when, I guess, SJP's 15 This was, you know, we talked about the Verizon 15 opinion, Five Points violated the terms of its 16 lease earlier. This T-Mobile lease, this was the 16 lending arrangement with its lender; correct? 17 other lease that SJP was aware of before it 17 A. Correct, because the lender had 18 acquired fee simple stake in Hotel Indigo in 18 collateral and the borrower granted an easement 19 September of 2016; correct? 19 without the lender's consent. 20 A. Correct. But see, this goes back to, I 20 Q. Okay. And so in February of 2010, you -- 21 guess, similarly with the Verizon lease, this was 21 well, let me back up. This was a document that 22 with Pickwick Investments. However Pickwick, in 22 SJP was aware of before it closed in September of 23 the renewal term, when this -- when the T-Mobile 23 2016. Correct? 24 lease and the Verizon lease expire, the current 24 A. If it was of record, yes. 25 fee simple owner has to have standing, because 25 Q. Okay. When you say "if it was of 15 (Pages 54 - 57) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 58 Page 60 1 record," what do you mean -- what do you mean by 1 Verizon nor T-Mobile have ever ceased using the 2 that? 2 rooftop space with respect to its leasehold 3 A. I'm not sure if I received this prior to 3 interest up there; is that right? 4 closing. I received the Verizon lease and the 4 A. Correct. 5 T-Mobile lease. I can't -- I believe this was 5 Q. And you would agree that neither T-Mobile 6 received -- well, I don't know when this was 6 nor Verizon has ever surrendered to SJP in any of 7 received. 7 its easement rights associated with its leasehold 8 Q. If this is referenced in a Jefferson 8 interest on top of the roof of Hotel Indigo; 9 title work that was done -- 9 correct? 10 A. Then I have -- then I received it prior 10 A. Correct. 11 to closing. It would have been an exhibit to a 11 Q. If you go to Paragraph 8, this is Page 3, 12 title. 12 there's some representations that the site owners 13 Q. We'll dive a little deeply into that 13 make, and this is pretty standard in documents you 14 later. 14 probably see from time to time. 15 And so if you go to Section 2 on Page 2, 15 In this particular -- one of the 16 it says that the Site Owner, in this case this is 16 particular representations that Five Points make 17 Five Points Hospitality. 17 is you see that Subsection D there, under Section 18 A. Correct. 18 8? 19 Q. It transfers and signs to Unison all of 19 A. Page 8? 20 its right, title and interest in, to and under the 20 Q. I'm sorry. Page 3? 21 existing agreements, including, without 21 A. Page 3? 22 limitation, all rents, security deposits, and 22 Q. Section 8, subpart D. 23 other monies due the Site Owner specified therein. 23 A. I do. 24 Did I read that correctly? 24 Q. Okay. This is the Five Points making a 25 A. Correct. 25 representation. It says, quote: Site Owner has Page 59 Page 61 1 Q. And then it goes on to say: The Parties 1 delivered to Unison true, correct and complete 2 intend that this Agreement serve as an absolute 2 copies of the Existing Agreements, and to Site 3 assignment and transfer of Unison of all rents and 3 Owner's best knowledge, no party's in default of 4 other monies due the Site Owner pursuant to the 4 any of their respective obligations under the 5 existing Agreements. 5 Existing Agreements. 6 And then if you go on top there, it 6 Did I read that correctly? 7 defines the Existing Agreements to be under 7 A. You did. 8 Exhibit C, that's attached to this agreement. 8 Q. And do you agree that Five Points is 9 Do you see that up there at the top? 9 making a representation that in February of 2010, 10 A. I do. 10 neither T-Mobile nor Verizon are in default under 11 Q. Okay. And if you -- let's just turn to 11 their obligations under their respective lease 12 Exhibit C here. You would agree that Exhibit C 12 agreements? Is that a fair summary of that 13 references two agreements. And those are the ones 13 representation? 14 we looked at earlier, the T-Mobile agreement from 14 A. That's what the former owner was 15 1997, and the Verizon agreement from '06; correct? 15 representing, correct. 16 A. Correct. 16 Q. Okay. 17 Q. Okay. With respect to the term of this 17 Now, if you could go to Page 4, Section 18 Agreement -- this is Paragraph 4 -- this Agreement 18 13. 19 and the Easements shall be perpetual commencing on 19 A. Okay. 20 the Effective Date. Notwithstanding the 20 Q. Where it's titled Additional Customers. 21 foregoing, in the event Unison and Customers 21 A. Yes. 22 voluntarily cease to use the Easements for a 22 Q. The second line starts: Site Owner 23 period of more than five years, the Easements 23 hereby irrevocably constitutes and appoints Unison 24 shall be deemed surrendered. 24 as its true and lawful attorney-in-fact, with full 25 You would agree, Mr. Patel, that neither 25 power of substitution and resubstitution to 16 (Pages 58 - 61) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 62 Page 64 1 negotiate and consummate leases, licenses and/or 1 go to Unison, because I have -- I've transferred 2 other agreements of use with Customers having a 2 everything. If there's no power at the hotel to 3 duration beyond the term of this Agreement. Site 3 branch off to the cell towers, then Verizon and 4 Owner ratifies and acknowledges the right of 4 T-Mobile would have to contact Unison, not me. 5 Unison to enter into such agreements, and the 5 They would have to sue Unison and not me. 6 Property and Site Owner will be bound by such 6 Q. Yeah, are you just thinking out loud? 7 agreement throughout and after the termination of 7 A. I'm just thinking out loud. Sorry, I'm 8 this Agreement for any reason. 8 not an attorney. 9 Did I read that correctly? 9 Q. That's fine. 10 A. You did. 10 All right, we'll mark this as Exhibit 5. 11 Q. And what's SJP's understanding with 11 (Whereupon, Defendants' Exhibit 5, Net 12 respect to that? 12 Profits Agreement, was marked for identification.) 13 A. That Unison has the right to negotiate 13 BY MR. KOHLER: 14 subleases, or additional customers with Verizon, 14 Q. I'm handing you a document that's titled 15 T-Mobile, whomever, perpetually. 15 Net Profits Agreement. 16 Q. So going back to what we talked briefly 16 A. Okay. 17 about earlier, would you agree, based upon this 17 Q. We marked this as Exhibit 5. Are you 18 document at least, that if Unison or its 18 familiar with this agreement? 19 successors -- in this case, let's say American 19 A. Recently I became aware of it, correct. 20 Tower -- if they entered into -- if they modified 20 Q. Were you -- when did you first become 21 the lease agreement with Verizon or T-Mobile, then 21 aware of this Net Profits Agreement? 22 the fee simple owner, or the person who ultimately 22 A. When I believe a lady from T-Mobile or 23 acquires hotels, is subject to that agreement? 23 American Tower, or somebody, sent this to me after 24 A. I don't think unilaterally. Yes, that's 24 closing. 25 what it may state, but what if it's detrimental to 25 Q. Okay. So this was -- you were not aware Page 63 Page 65 1 the fee simple owner? Meaning, what if Unison 1 of this prior to September of 2016? 2 just arbitrarily decides to say, hey, we're not 2 A. No, this was e-mailed to me by somebody. 3 going to require utility reimbursements, and amend 3 Q. All right. And what's SJP's 4 those leases with T-Mobile. And that -- I mean, 4 understanding of this Net Profits Agreement? 5 the alternative is I could just branch off the 5 A. Well, SJP has any additional customers, 6 power and cut off the power from the roof to both 6 SJP should be receiving 50 percent of the 7 Verizon and T-Mobile, if that's where we're 7 adjoining revenue. 8 heading. But yes, that's -- to your -- what you 8 Q. Okay. And to your -- has SJP -- has SJP 9 said is correct. 9 received any money under the Net Profits 10 Q. Okay. And then if you go to -- back to 10 Agreement? 11 Exhibit C, Mr. Patel, so that's on Page 13, and up 11 A. No. 12 at the top there, it again talks about the 12 Q. Does SJP believe it's entitled to any 13 existing agreements. And it says: The Site Owner 13 money under the Nets Profit Agreement? 14 assigns and transfers to Unison, as of the 14 A. Yes. 15 effective date herein, all of its right, title and 15 Q. Okay. And tell me the foundation for 16 interest in, to and under any existing lease 16 that belief. 17 agreements, any amendments, transfers, 17 A. Well, the site owner is a party to this 18 modifications and/or assignments thereof affecting 18 agreement, so is Unison. So yeah. This agreement 19 any portion of the Property leased by Site Owner 19 hasn't been sold to Unison, it's a standalone, 20 under any Existing Agreements, including, without 20 separate agreement. 21 limitation, the following. 21 Q. Yeah, I think my question was bad. I 22 And those reference both the T-Mobile and 22 apologize. 23 Verizon agreements; correct? 23 A. Yeah. 24 A. Correct. So I guess if there was no 24 Q. Has -- does SJP believe that money is 25 power tomorrow, Verizon and T-Mobile would have to 25 currently owed under this agreement? 17 (Pages 62 - 65) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 66 Page 68 1 A. It doesn't know, because Verizon's been 1 known to you at that time that there was no direct 2 litigious, and hasn't produced anything as 2 meter for the radio equipment on the rooftop? 3 American Tower. 3 A. When I closed -- yes, for both T-Mobile 4 Q. Okay. 4 and Verizon, neither carrier had any meter 5 A. I've asked for a list of customers and a 5 whatsoever when I purchased it, yes. 6 list of historical revenues, but it's been not 6 Q. So that was something SJP was aware of; 7 provided. 7 correct? 8 Q. Okay. So as we sit here today, SJP 8 A. Correct. 9 doesn't know whether it's entitled -- currently 9 Q. All right. So if you look at the first 10 entitled to any money under the Net Profits 10 big paragraph of page 1 of the Receiver's Deed, it 11 Agreement? 11 looks like there's a -- it looks like it's trying 12 A. Correct. 12 to convey property to you that's situated on Vance 13 (Whereupon, Defendants' Exhibit 6, 13 County, North Carolina. But I think we all agree 14 Receiver's Deed, was marked for identification.) 14 that this was Hotel Indigo; correct? 15 BY MR. KOHLER: 15 A. Correct. Sloppy receiver attorney. 16 Q. All right. Mr. Patel, I'm going to hand 16 Q. Okay. So if you go to the second 17 you what's been marked as Defendants' Exhibit 6. 17 paragraph on the first page there, it says: This 18 That's the Receiver's Deed that I believe you 18 conveyance is made subject and subordinate to 19 referenced earlier in your testimony today. Is 19 those encumbrances and exceptions set forth on 20 that correct? 20 Exhibit B. Right? 21 A. Yes. 21 A. Correct. 22 Q. And you would agree that this was the 22 Q. And from SJP's perspective, SJP 23 legal document that conveyed title to SJP with 23 understood that to mean that you were getting fee 24 respect to Hotel Indigo? 24 simple title, but it was going to be subject to 25 A. Correct. 25 certain things; correct? Page 67 Page 69 1 Q. Now, you would agree that before 1 A. Correct. 2 September -- and this was executed on 2 Q. Now, let's go to Exhibit B. All right. 3 September 19, 2016, correct, if you look at the 3 And Exhibit B refers you to something more, right? 4 second page there? 4 A. Right. 5 A. Correct, but we closed on September 26th. 5 Q. Here it's referring to that Jefferson 6 I don't know why that's different. But I think 6 Title Corporation commitment, ending in 2557; 7 the receiver had to get this approved, so I -- 7 correct? 8 but, yes. 8 A. Correct. 9 Q. Okay. Now before -- let's just say 9 Q. Now did SJP retain the Jefferson Title -- 10 before this Receiver's Deed was executed before 10 A. Yes. 11 September 19th, 2016, you would agree that SJP 11 Q. -- to do -- to provide basically title 12 never owned the Hotel Indigo; correct? 12 insurance? 13 A. Correct. 13 A. Denny Panter did, yes. 14 Q. You would agree that SJP never leased 14 Q. Okay. And Denny Panter was SJP's 15 Hotel Indigo before September of 2016? 15 attorney at the time? 16 A. No, but it was the lender before that 16 A. Correct. 17 time. 17 Q. And Mr. Panter was retained to close this 18 Q. Okay. And you would agree that before 18 transaction; correct? 19 September of 2016, SJP never managed Hotel Indigo? 19 A. Correct. 20 A. Correct. 20 Q. And SJP wanted title insurance because it 21 Q. And you would agree that before September 21 wanted fee simple ownership of Hotel Indigo; 22 of 2016, SJP never operated Hotel Indigo? 22 correct? 23 A. Correct. 23 A. Correct. 24 Q. Now, when you did your site inspection 24 Q. And that's common for you in your 25 before closing on the hotel in September, was it 25 transactions; correct? 18 (Pages 66 - 69) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 70 Page 72 1 A. Correct. 1 Did I read that correctly? 2 Q. And the benefit of having title insurance 2 A. You did. 3 from SJP's perspective? 3 Q. And do you see the file number there? 4 A. So you insure that you own it, and you 4 A. Yes. 5 know what it's subject to as far as any deed 5 Q. And it ends in 2557? 6 restrictions, height restrictions, lease, utility 6 A. I do. 7 easement, you name it. But you want to know 7 Q. Something similar we saw on the 8 anything and everything about that property. 8 Receiver's Deed earlier? 9 Q. And the title insurer agent is going out 9 A. Yes. 10 there -- 10 Q. Okay. The effective date of this is 11 A. And researching. 11 September 6th of 2016; correct? 12 Q. Getting that information for you? 12 A. Correct. 13 A. Correct. 13 Q. And it looks like there's two policies 14 Q. And providing you -- is it typical for 14 being issued, an owner's policy and a lender's 15 that report to come in to you for you to review or 15 policy? 16 does it just go to your attorney? How does that 16 A. Correct. 17 typically work in your practice? 17 Q. And you, SJP, is the owner of the policy; 18 A. My attorney will get it and he'll forward 18 correct? 19 it to me. 19 A. Correct. 20 Q. All right. Do you recall seeing the 20 Q. Now who is BC35? 21 Jefferson Title commitment letter with respect to 21 A. That's my lender. 22 Hotel Indigo? 22 Q. Okay. And so your, SJP, lender wanted to 23 A. I don't recall seeing it, but I know I 23 be insured under this policy as well? 24 have it. Yeah. 24 A. With their lender's policy, yes. 25 Q. All right. 25 Q. And this is with respect to Hotel Indigo; Page 71 Page 73 1 (Whereupon, Defendants' Exhibit 7, 1 correct? 2 Jefferson Title file, was marked for 2 A. Correct. 3 identification.) 3 Q. And this is something you would have 4 BY MR. KOHLER: 4 received prior to closing in September of 2016? 5 Q. I'm going to show you what's been marked 5 A. Correct. 6 as Exhibit 7. I'll represent to SJP that during 6 Q. Does this refresh your recollection about 7 this litigation, I served Jefferson Title with a 7 reviewing this document? Does anything about this 8 subpoena to basically produce its file related to 8 look familiar to you now that you've sat here 9 the work it did. This is just -- the first page 9 briefly and had a chance to review? 10 is just an affidavit from a representative of 10 A. I mean, I know I've reviewed it, but I 11 Jefferson Title saying that what it gave me is 11 know it's been some time. But this is the 12 true and correct. 12 authenticated document. 13 These aren't numbered, so I apologize for 13 Q. Okay. The next page is basically the 14 that. But if you could go to Schedule A, it's 14 legal description of the property; correct? 15 about -- 15 A. Correct. 16 A. I got it. 16 Q. Then the next page is what I'd call the 17 Q. -- six pages in. 17 exceptions. Would you agree with that? 18 A. Schedule A or Exhibit A? 18 A. Correct. 19 Q. Schedule -- 19 Q. All right. Well, hold on, maybe I 20 A. Oh, Schedule A. I got it. 20 misspoke here. I'm sorry, I misspoke. These are 21 Q. See it here? 21 things that will need to be done to -- 22 A. Yeah. 22 A. Clear a title. 23 Q. So at the top there, it says: Commitment 23 Q. To convey a title, right? 24 issued by Jefferson Title Corporation, an agent 24 A. Correct. 25 for Stewart Title Guaranty Company. 25 Q. Were you aware prior to closing whether 19 (Pages 70 - 73) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 74 Page 76 1 there were any outstanding utility bills with 1 Exhibit 4 in your deposition -- you got that 2 Alabama Power or the Southern Company? 2 there, Mr. Patel? 3 A. No, they were cured because I had to fund 3 A. I do. 4 it through the receivership. 4 Q. You would agree that Jefferson Title has 5 Q. When did SJP set up its own account for 5 identified Exhibit 4 to your deposition as an 6 Hotel Indigo? 6 exception to title, correct? 7 A. On or around March to June 2016. Prior 7 A. Correct. 8 to buying the mortgage, it had its own -- if the 8 Q. And they, Jefferson Title noted that that 9 company was set up, it had its own bank account. 9 Exhibit 4 to your deposition was recorded in the 10 Q. Okay. Why would SJP have an account with 10 probate office I presume over at Jefferson County? 11 Alabama Power with respect to Hotel Indigo? 11 A. Correct. 12 A. Bank account, not utility account. 12 Q. Over in Birmingham, Alabama? 13 Q. Okay. 13 A. Yep. 14 A. SJP established a utility account in 14 Q. Does this refresh your recollection about 15 September of 2016 in Alabama Power. 15 whether you saw Exhibit 4 to your deposition prior 16 Q. So after it acquired fee simple 16 to closing in September of 2016? 17 ownership? 17 A. Yes, I saw it prior to closing. 18 A. Correct. 18 Q. Okay. So SJP understood that when it was 19 Q. And when it opened up the account, did it 19 ultimately going to be the fee simple owner of 20 have to put down a security deposit? 20 Hotel Indigo, it was subject -- that was subject 21 A. It did. 21 to both the Verizon lease and Exhibit 4 to your 22 Q. Do you recall the amount of that? 22 deposition; correct? 23 A. In excess of 10,000, less than 20,000, 23 A. Correct. 24 perhaps. 24 MR. KOHLER: Bryan, it's noontime. I'm 25 Q. Did you understand the basis for that 25 at a good breaking point. I know we all got to Page 75 Page 77 1 security deposit? 1 eat lunch. I got a couple more hours ahead of me, 2 A. No. 2 it may not even be that much. Patton is going to 3 Q. Were you charged -- was SJP charged more 3 have some questions, too. 4 in its security deposit based upon the payment 4 BY MR. KOHLER: 5 history of Hotel Indigo of its utility bills? 5 Q. Do you want to take a break now, 6 A. I'm not sure. 6 Mr. Patel? 7 Q. And now if you go to Section 2 of 7 A. That's fine. 8 Schedule B, this will be a couple pages later. 8 MR. KOHLER: Patton, are you good with 9 A. Right. 9 taking a break now? 10 Q. Now, these are -- you would agree that 10 MR. HAHN: That's good. 11 these are the exceptions -- 11 (Whereupon, a lunch break was taken at 12 A. Correct. 12 12:00 p.m., and the examination resumed at 1:00 13 Q. -- to the fee simple title; correct? 13 p.m.) 14 A. Correct. 14 BY MR. KOHLER: 15 Q. All right. Let's go down to Section, or 15 Q. Mr. Patel, you understand you're still 16 Number 9. You see that there? 16 under oath; correct? 17 A. I do. 17 A. I do. 18 Q. Okay. You would agree that it has 18 Q. Okay. So when SJP closed in September of 19 identified the Verizon lease; correct? 19 2016 on this acquisition of the collateral, in 20 A. Correct. 20 this case Hotel Indigo, how much did it pay for 21 Q. All right. Now, if you go to Number 10, 21 the collateral? 22 that references the -- what I call the assignment; 22 A. It purchased the mortgage for 23 correct? 23 3.6 million, and it had approximately 200,000 in 24 A. Correct. 24 additional costs to take title to the property. 25 Q. All right. Now, if you go back to 25 Q. Okay. Did Five Points receive any of 20 (Pages 74 - 77) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 78 Page 80 1 that money, to your knowledge? 1 A. Y-l-e. 2 A. No, because the indebtedness was 2 Q. Okay. And she's with Pickwick? 3 $6.8 million. 3 A. I believe so. She -- at that point in 4 Q. Okay. Do you know what's happened to 4 time she was. 5 Five Points? 5 Q. And when did you have this communication 6 A. I do not. 6 with Ms. Kahn that Verizon had not paid any to 7 Q. The release agreement that SJP entered in 7 utility payments to Pickwick? 8 with Five Points, was there any other agreements 8 A. I can't recall, but it was on or around 9 that SJP has entered into with Five Points? 9 the time of purchasing the property. 10 A. No. 10 Q. But was that before the purchase in 11 Q. Who is SJP's contact at Five Points? 11 September of 2016? 12 A. Jeff Long, or their other principal, I 12 A. It would have been. I'm not sure. I 13 think his name is Jeff Cox. But Jeff Long was the 13 can't recall. 14 principal that I was dealing with. 14 Q. What about had SJP had any communications 15 Q. And where is he located? 15 with Ms. Kahn about whether or not T-Mobile had 16 A. I believe in Marietta, Georgia. 16 made any utility payments? 17 Q. And prior to September of 2016, was SJP 17 A. No, it was a general conversation on one, 18 aware of whether or not Verizon made any utility 18 Pickwick is the owner of the condo retail in the 19 payments to the receiver? 19 parking deck. I had asked Ms. Kahn if there were 20 A. Was it aware if -- yes, because the 20 any leases or anything of that nature. She stated 21 receiver had stated he hadn't received any 21 none, that there were none. So that's what I'm 22 payments. 22 using as the basis as there were no payments made 23 Q. Prior to September of 2016, was SJP aware 23 to Verizon or T-Mobile. She just stated that 24 of whether or not Verizon made any utility 24 there were no leases outstanding in between 25 payments to Five Points? 25 Pickwick and SJP, and everything. That the only Page 79 Page 81 1 A. Yes, those were not made because they 1 relationship between them was through the Condo 2 would have been reflected on the profit and loss 2 Association. 3 statements for the hotel. 3 Q. Okay. Maybe I misheard what you just 4 Q. Okay. Assuming those were correct; 4 testified to. 5 correct? 5 A. Okay. 6 A. Correct. 6 Q. Did SJP have any communications with 7 Q. But you have not -- SJP has not had any 7 Pickwick regarding whether or not Verizon had made 8 communications with Five Points regarding whether 8 any utility payments to Pickwick when it was the 9 or not Verizon made any utility payments to Five 9 fee simple owner of Hotel Indigo? 10 Points; correct? 10 A. Specifically Verizon? No. 11 A. Correct. 11 Q. All right. 12 Q. And same question for Pickwick. 12 A. In general? Yes. 13 A. Correct. 13 Q. And what was that -- what was that 14 Q. No -- SJP's had no communications with 14 discussion? 15 Pickwick regarding whether or not Verizon made any 15 A. In general there were no payments due 16 utility payments to Pickwick; correct? 16 from any leases that were outstanding. 17 A. False. I'm in discussions with Pickwick 17 Q. So Ms. Kahn represented to SJP that 18 on a frequent basis, because they're the joining 18 Pickwick was not owed any money from Verizon or -- 19 owner, and they haven't received any payments. 19 A. No. 20 Q. Okay. And who told you that? 20 Q. Okay. 21 A. Gayle Kahn. 21 A. Just in general. That was probably a bad 22 Q. Okay. And can you spell the last name, 22 way to state that. Pickwick has several 23 please? 23 functions. They were the predecessor to this 24 A. K-a-h-n. 24 contract, they are the current owner for the fee 25 Q. Okay. And that was Gale, G-a -- 25 simple for the retail and the parking deck. There 21 (Pages 78 - 81) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 82 Page 84 1 were no discussions between SJP and Pickwick as it 1 Q. And that was given to the bank in Chicago 2 pertained to Verizon or T-Mobile. 2 by Five Points? 3 That's a better way to state that. 3 A. Correct. 4 Q. Okay. And so as SJP sits here today, it 4 Q. And it's SJP's testimony that it's that 5 does not know whether Verizon has ever made any 5 document that it contends gives it standing to 6 utility payments to Pickwick; is that fair? 6 seek reimbursement of these utility charges? 7 A. That's correct. 7 A. Correct. 8 Q. As you sit here today, is it fair that 8 Q. And has that been produced in this case? 9 SJP does not know as it sits here today whether or 9 A. It's on the Dropbox. 10 not Verizon's made any utility payments to Five 10 Q. On what was produced? 11 Points? 11 A. It should be, yes. 12 A. That's correct. 12 Q. Okay. 13 MR. KOHLER: We'll mark this exhibit as 13 A. It would be contained in the loan 14 number 8. 14 documents. All of the loan documents from the 15 (Whereupon, Defendants' Exhibit 8, 15 seller's files were produced. 16 Purchase and sale agreement, was marked for 16 Q. And you said this purchase and sale 17 identification.) 17 agreement supplements that assignment. Is that -- 18 MR. KOHLER: Bryan, I think Mr. Patel 18 A. No, supplements my position. There are 19 e-mailed you that release. Whenever you have 19 two different documents; one on the lending side, 20 time, if you could print that out. 20 the assignment of leases, rents and profits, and 21 MR. KNIGHT: Okay. 21 then one on the fee simple side. All the rights 22 BY MR. KOHLER: 22 of the receiver, the receiver had a carte blanche 23 Q. Okay. I've handed you what's been marked 23 authority and powers. He transferred everything 24 as Exhibit 8. 24 that he had to SJP. And one of those were -- two 25 A. Correct. 25 of those things were the Verizon and T-Mobile Page 83 Page 85 1 Q. And this is a purchase -- this is a PSA, 1 leases. 2 or the purchase and sale agreement that was 2 Q. Okay. What was it that was transferred 3 entered into by and between the receiver and SJP; 3 to SJP with respect to the Verizon lease? 4 correct? 4 A. Well, the leases were sold, but at least 5 A. Correct. 5 the -- the property was sold subject to those 6 Q. And you signed this on behalf of SJP; 6 leases, so there were certain obligations that 7 correct? 7 parties to those leases had to perform. 8 A. Correct. 8 Q. Okay. What is SJP's obligation under the 9 Q. Now, we've talked somewhat about SJP's 9 Verizon lease as it sits here today? 10 standing to seek reimbursement of utility charges 10 A. Quiet enjoyment. But again, if that 11 that predated its acquisition of Hotel Indigo. Is 11 lease was sold, then SJP doesn't have to give 12 it SJP's position that this purchase and sale 12 quiet enjoyment. 13 agreement is what gives it standing to seek 13 Q. Okay. Under the Verizon lease, what 14 reimbursement of those utility charges predating 14 obligations does SJP have under the Verizon lease? 15 this acquisition of Hotel Indigo? 15 MR. KNIGHT: I'm going to object to the 16 A. No, the assignment of leases, rents and 16 extent it calls for legal conclusion, but if you 17 profits that was from 2006, that's the document 17 know, you can answer. 18 that gives SJP. Because we were the lender, and 18 A. I don't know. 19 we had all those contractual rights that flow 19 BY MR. KOHLER: 20 through. 20 Q. Okay. As SJP sits here, what obligation 21 Q. Okay. 21 does it have under the T-Mobile lease? 22 A. But this only supplements that position. 22 MR. KNIGHT: Same objection. 23 Q. So again, as the lender, you're relying 23 A. I don't know. 24 upon a 2006 document, the assignment of rents -- 24 BY MR. KOHLER: 25 A. Leases, rents and profits, ALR. 25 Q. So when you say the receiver transferred 22 (Pages 82 - 85) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 86 Page 88 1 rights to SJP with respect to the Verizon lease, 1 was aware that maybe there was money owed for 2 what does SJP mean by that? 2 power consumption, either by Verizon or T-Mobile? 3 MR. KNIGHT: Same objection. 3 A. At the time SJP entered into this? 4 A. It says he transfers all of his rights -- 4 Q. Yes. 5 well, for instance, you know, in Subparagraph 1, 5 A. I can't recall. 6 1B, interest as receiver in -- their interest in 6 Q. All right. How many times have you read 7 the cash, non-cash leases, rents, revenues, 7 this purchase and sale agreement? 8 issues, proceeds and profits. He transferred 8 A. It's been quite some time. When I first 9 those to SJP. 9 received it, a couple of times. 10 BY MR. KOHLER: 10 Q. And when was the last time you've 11 Q. Okay. And, but this is all subject to 11 reviewed it? 12 certain exceptions, correct? 12 A. Couple months ago. 13 A. Correct. 13 Q. If you could turn to page -- there isn't 14 Q. If you go to Subsection 1.3: The 14 a page number. Section 4.4, it's called 15 Property shall be conveyed subject to the 15 Prorations of the agreement. 16 following matters. 16 A. Okay. 17 And those are the permitted exceptions; 17 Q. So if you need a second to go through 18 correct? 18 4.4, but it seemed that at closing, there were 19 A. Correct. 19 certain things that were going to inure to the 20 Q. And we talked about those earlier, some 20 benefit of the seller in terms of certain accounts 21 of those permitted exceptions. And the Verizon 21 receivable and certain things that would burden 22 lease was excluded, correct? 22 the seller with respect to accounts payable. And 23 A. Yes, because it was except the leases. 23 this section tried to prorate those 24 Q. So that's what -- I'm just trying to 24 responsibilities or obligations at the time of 25 understand from SJP's position. I don't want 25 closing. Page 87 Page 89 1 legal conclusions. 1 Is that what the parties were trying to 2 A. No, you're right. Valid question. I 2 do at the time it closed? 3 don't know as far as the legal conclusion, but my 3 A. Correct, but there was some prorations 4 view was the receiver transferred his right in 4 that couldn't take place prior to closing, and we 5 those leases, and obligations under those leases. 5 had to true-up, such as direct billings to 6 For example, if there were no power tomorrow, the 6 corporate customers, accounts receivable. But 7 power got cut off, whose recourse is that to? Is 7 that was the intent of this section, yes. 8 it Unison or to SJP? SJP has no obligation to 8 Q. Okay. So if you look at the second 9 provide any power. 9 sentence on 4.4, it says: All items of revenue, 10 Q. And just to be clear, would you agree 10 cost and expense of the Property with respect to 11 that if the receiver had no rights, 11 the period prior to the Apportionment Time shall 12 responsibilities or obligations under the Verizon 12 be for the account of the Seller. 13 lease, then it could not have conveyed any rights, 13 Did I read that correctly? 14 obligations or responsibilities -- 14 A. Correct. 15 MR. KNIGHT: Objection to the extent it 15 Q. Okay. And the Apportionment Time, that's 16 calls for a legal conclusion. 16 basically the closing, right? 12:01 a.m. on the 17 MR. KOHLER: All right. Let me finish. 17 date of the closing? 18 BY MR. KOHLER: 18 A. Correct. 19 Q. -- under the right of SJP? 19 Q. And so if there were any items of 20 MR. KNIGHT: Objection. It calls for a 20 revenue, or items of costs or expense related to 21 legal conclusion. You can answer, if you know. 21 the property -- and "the property" is referring to 22 A. That sounds reasonable. 22 the Hotel Indigo; correct? 23 BY MR. KOHLER: 23 A. Correct. 24 Q. Okay. And you would agree at the time 24 Q. With respect to the period prior to the 25 that SJP entered into this purchase agreement, it 25 apportionment, that shall account for the seller 23 (Pages 86 - 89) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 90 Page 92 1 -- of the seller; correct? 1 it needed to be all spelled out and done in 2 A. Correct. 2 accordance as if it were a non-arm's length 3 Q. And what does SJP understand that to 3 deal -- or an arm's length deal. 4 mean? 4 Q. Why? 5 A. That all items of revenue, cost and 5 A. Because that's just how I do business. 6 expenses prior to that date shall be for the 6 Q. Are you aware of anything in this 7 account of the seller. But it's important to 7 agreement that addresses utility reimbursements? 8 recall who is the seller. The seller is also SJP, 8 A. No. 9 because SJP bought the mortgage, and the receiver 9 Q. And it was SJP Investment Partners, LLC 10 is acting in the capacity of seller. 10 that acquired the Five Points paper? 11 Q. All right. And then there's going to be 11 A. Correct. 12 this issue of true-up that you talked about, 12 (Whereupon, Defendants' Exhibit 9, 13 90 days after closing there's going to be a 13 Collection of letters, was marked for 14 true-up; correct? 14 identification.) 15 A. Correct. 15 BY MR. KOHLER: 16 Q. Was there -- well, let me back up there. 16 Q. I'm going to show you Exhibit Number 9. 17 Do you recall when SJP instituted into the 17 This is a collection of letters. As of 18 receivership litigation? 18 September 26th, 2016, Mr. Panter was your 19 A. I don't recall, but it was after buying 19 attorney; correct? 20 the mortgage. 20 A. Correct. 21 Q. So it's been after March of 2016; 21 Q. All right. The first -- this first 22 correct? 22 letter is dated September 26, 2016, and was 23 A. After June. 23 addressed to American Tower Verizon, and a 24 Q. June, I'm sorry. 24 representative of American Tower named Stephanie 25 And you would agree that prior to June of 25 Parker; correct? Page 91 Page 93 1 2016, they were already paperwork filed with the 1 A. Correct. 2 court to appoint a receiver; correct? 2 Q. Did you review this letter before it went 3 A. Correct. 3 out? 4 Q. To the extent such items cannot be 4 A. I did. 5 determined on the Closing Date, the settlement 5 Q. Did you approve this letter before it 6 thereof shall occur at the earliest practicable 6 went out? 7 date thereafter, but not later than 90 days after 7 A. I did. 8 the closing date. And that's called a true-up. 8 Q. All right. In the first paragraph, it 9 Was there ever a true-up done? 9 says that SJP, quote: Acquired all of the 10 A. Yes. 10 original lessor's right, title, interest under the 11 Q. And during this true-up, was there 11 lease. 12 anything trued-up with respect to the utility 12 And that lease is referring to the 13 bill? 13 Verizon lease; correct? 14 A. No, because at closing, the utilities 14 A. Correct. 15 were, the accounts changed, there's nothing to 15 Q. Okay. What right and title did SJP 16 true-up on the utility. 16 acquire under the lease? 17 Q. So they just transferred the accounts 17 MR. KNIGHT: Objection to the extent it 18 over? 18 calls for a legal conclusion. 19 A. They did, and they read the meters and 19 A. I'm not sure. 20 that was prorated to that closing on the 20 BY MR. KOHLER: 21 settlement statement. 21 Q. Okay. But you saw this before this 22 Q. Why did that matter, if you were also the 22 letter went out, right? 23 holder of the loan? 23 A. I did. 24 A. Because it needed to be transparent. I 24 Q. And you approved this letter before it 25 mean, even though it was a non-arm's length deal, 25 went out, correct? 24 (Pages 90 - 93) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 94 Page 96 1 A. I did. 1 A. But certainly on the expense side. 2 Q. And as you sit here today, do you believe 2 Q. And when you say "expense," you're 3 that's a correct statement? 3 referring to utilities? 4 A. I'm not sure. I'm not sure. 4 A. Correct. I mean, Verizon had a lease 5 Q. Let's go to the second page. And in that 5 from 2006, a cell tower. They've been unjustly 6 first full paragraph, this is accusing Verizon of 6 enriched from that time till this letter was sent, 7 being default under the lease for, quote: Failure 7 Verizon refused all demands. And then all of a 8 of the lessee to pay lessor all the monthly rental 8 sudden when I send a termination of lease, they 9 payments due thereunder from the date of the 9 try to hurry and put in a sub-meter. So for ten 10 lease. 10 years, Verizon has never paid an expense. They've 11 Did I read that correctly? 11 received a hundred percent of the income from this 12 A. Correct. 12 cell tower for free. 13 Q. So SJP's accusing Verizon of not making 13 Q. Okay. 14 rental payments under the lease; correct? 14 A. I mean, that's theft and conversion for 15 A. Correct. 15 SJP and its predecessors. 16 Q. What belief did SJP have, what was the 16 Q. You just said a lot there, so let me stop 17 foundation for that belief in September of 2016 to 17 you real quick. 18 accuse Verizon of not making monthly rental 18 Can you read the question back, please. 19 payments under the lease? 19 (Whereupon, the record was read.) 20 A. I'm not sure, but it was under the advice 20 BY MR. KOHLER: 21 of counsel. I was informed that there were no 21 Q. I'm going to get some clarification on 22 rental payments incoming, so I'm not sure, but my 22 what you just testified to. 23 counsel put that in there. 23 You said that Verizon refused all 24 Q. Okay. But you approved that; correct? 24 demands. Is that correct? 25 A. I did. 25 A. Correct. Correct. Page 95 Page 97 1 Q. And you were aware at that time that 1 Q. In September of 2016, how many demands 2 title to the Hotel Indigo was conveyed to SJP 2 were sent to Verizon Wireless? 3 subject to this lease; correct? 3 A. In September? 4 A. Correct. 4 Q. Or prior to September of 2016. 5 Q. You also were aware at that time that 5 A. None. This was the first one. 6 Five Points had sold that revenue stream from the 6 Q. Okay. So when you say Verizon refused 7 lease to Unison; correct? 7 all demands, this was -- this September 26, 2016 8 A. Not a hundred percent of that revenue 8 letter, that was the first demand; correct? 9 stream, because there is a Net Profits Agreement. 9 A. Which was ignored, and then Bryan Knight 10 Q. But with respect to Verizon's monthly 10 sent one and then Rick Bearden sent one, and then 11 rent payment; correct? 11 -- because I, under the advice of former counsel, 12 A. Correct. 12 restricted access, Verizon came to the table. 13 Q. Okay. And this is accusing Verizon of 13 Q. Okay. So you would agree that this 14 owing almost over $230,000 in back rent; right? 14 September 26, 2016 letter was the first demand; 15 A. Correct. 15 right? 16 Q. And what was SJP's foundation to make 16 A. Correct. 17 that accusation? 17 Q. Then you said -- I think you testified 18 A. I can't recall at the time. 18 that for ten years they never paid an expense? 19 Q. Okay. As SJP sits here today, what facts 19 A. Correct. They have never paid an 20 does it have to support that accusation? 20 electric bill for ten years because by definition, 21 A. Nothing on the rental side, but certainly 21 if you can't quantify it, there's no meters, so 22 on the expense side. 22 how would Verizon even know what to pay? 23 Q. I'm sorry, nothing on the what? 23 Q. Well, I want to be clear, though. As SJP 24 A. The rental income side. 24 sits here today, it does not know whether Verizon 25 Q. Okay. 25 has ever paid Pickwick Hotel any money with 25 (Pages 94 - 97) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 98 Page 100 1 respect to its utility usage; correct? 1 Q. Okay. All right. So in -- in September 2 A. Correct. 2 of 2016, how is this number calculated? 3 Q. And as SJP sits here today, you would 3 A. It was based on my experience on prior 4 agree that it has no knowledge whether or not 4 cell towers of $1,500 per month. But now I know 5 Verizon has paid Five Points any money with 5 that the usage is much more. The hotel has 800 6 respect to its utility usage; correct? 6 amps of incoming power. Verizon uses 200 amps, 7 A. Correct. However, I do know that it has 7 and T-Mobile uses 100 amps. 3/8ths of my 8 never paid SJP Investment Partners for any 8 electricity bill is going towards the benefit of 9 utilities. 9 Verizon and T-Mobile. 10 Q. Okay. Fair enough. But you said the ten 10 Q. Okay. 11 years -- your testimony earlier was you said ten 11 A. 3/8th of $10,000 is more than $1,500 per 12 years; correct? 12 month. 13 A. Okay. Well, a reasonable person would 13 Q. Okay. Let's go back. I'm trying to go 14 believe that if they haven't paid me, they've been 14 back to your methodology here. So, you would 15 litigious, they know they owe money, they probably 15 agree that SJP did not know how much Verizon had 16 didn't pay the prior guys, but the burden would be 16 used with respect to utility payments as of 17 on Verizon to provide proof of that. 17 September of 2016, and simply guessed that it was 18 Q. I'm sorry? The burden's on Verizon? 18 in or around $1,500 a month; correct? 19 A. Verizon. Well, I don't have proof of 19 A. It estimated it was $1,500 a month. 20 payments Verizon made to other parties. Verizon 20 Q. And to calculate the $184,500, SJP went 21 needs to produce that. 21 back all the way to the inception of the lease, 22 Q. Okay. All right. So in this letter that 22 back to 2006; right? 23 you proved that Mr. Panter sent out in September 23 A. I'm not sure. 24 of 2016, how did it -- how did y'all come up with 24 Q. Okay. The letter itself says: The 25 that Verizon owed $233,700 in back rent? 25 payment of the sum of $184,500, which sum Page 99 Page 101 1 A. That was calculated on the rental 1 represents the reimbursement for electrical 2 provisions in the lease. 2 service due by the Lessee under the Lease from 3 Q. And how far does that go back? 3 July 7th, 2006, and reflects an estimated utility 4 A. I can't recall it. Mr. Panter helped me 4 reimbursement of $1,500 a month. 5 with that. 5 So I read that as saying that from July 6 Q. Okay. And so would that be -- what was 6 of 2006 through the date of the letter, at $1,500 7 the monthly rent that this was based on? 7 a month, that's how y'all arrived at the $184,500. 8 A. You'd have to refer to the lease, but 8 A. Correct. 9 that's the consolidated number from this 9 Q. And you would agree that when the letter 10 calculation. 10 was sent, SJP had no knowledge prior to its 11 Q. So is this number basically taking the 11 acquisition of the hotel or before its acquiring 12 position that Verizon never paid a single month's 12 of the loan file whether or not Verizon made any 13 worth of rent? 13 utility payments to either Five Points or 14 A. I'm not sure, but probably so. 14 Pickwick; correct? 15 Q. And you would agree -- SJP would agree 15 A. Correct. 16 today that this is just false; correct? 16 Q. All right. So what was American Tower's 17 A. That's correct, because the leases have 17 or Ulysses -- you understand Ulysses Asset Sub II 18 been sold, subject to the Net Profit Agreement. 18 is somehow related to American Tower? 19 Q. Okay. Now, let's move on to the second 19 A. Correct. 20 paragraph. All right. SJP's accusing Verizon of 20 Q. What was American Tower's response to 21 being in default for failure to install electrical 21 this letter? 22 sub-meter. And it alleges that over -- that 22 A. They ignored me. 23 $184,500 is owed for electrical service; correct? 23 Q. Okay. What was Verizon's response to 24 A. Correct, but that number is actually 24 this letter? 25 lower than the actual. 25 A. They ignored me. 26 (Pages 98 - 101) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 102 Page 104 1 Q. All right. Okay. And let's go to the 1 anymore; correct? 2 next letter. This is also a September 26th 2 A. Correct. 3 letter, and this is a letter that references the 3 Q. This letter was sent to -- this letter 4 T-Mobile lease; correct? 4 was addressed to Verizon, but has a different 5 A. Correct. 5 address than the letter that Mr. Panter sent; 6 Q. And this, in addition to sending this to 6 correct? 7 T-Mobile, American Tower -- the same folks at 7 A. It is, but corporate representative 8 American Tower were copied; correct? 8 registered agent can accept service for Verizon. 9 A. Correct. 9 Q. Okay. At this time, was SJP seeking 10 Q. Again this letter accuses T-Mobile of 10 relief under the lease? 11 owing back rent of over $320,000; correct? 11 A. It was seeking relief for its utility 12 A. Correct. 12 consumption. 13 Q. And that it owed over $430,000 in utility 13 Q. Well, on the September letter, it was 14 charges; correct? 14 seeking back rent; correct? 15 A. Correct. 15 A. Correct. This is not seeking rent, it's 16 Q. And what was T-Mobile's response to this 16 just seeking utility consumption. 17 letter? 17 Q. Okay. So in November 29th of 2016, did 18 A. They've installed a direct meter, and 18 SJP believe it was entitled to back rent? 19 they've entered, are working to enter into a 19 A. No, with the exception of the Net Profits 20 tolling agreement. They've agreed to pay me the 20 Agreement, which the accounting was never provided 21 average of three months under their direct meter, 21 after request. 22 and go back six years and pay for my legal 22 Q. Okay. That agreement wasn't with 23 expenses, which is completely different than 23 Verizon; correct? 24 Verizon's position. 24 A. It was with American Tower, correct. 25 Q. Okay. So T-Mobile's response was they 25 Q. If you go to the second page of this Page 103 Page 105 1 would install the direct meter? 1 November 29th letter -- 2 A. Correct. 2 A. Okay. 3 Q. Has it done so? 3 Q. It says: By letter dated September 26th, 4 A. It has. 4 SJP notified Verizon and American Tower that 5 Q. All right. And who bore the cost of 5 Verizon's in default under the terms and 6 that? 6 conditions of the lease, in particular failed to 7 A. T-Mobile. 7 pay rent payments due under the lease, and failing 8 Q. All right. And you said a tolling 8 to pay an electrical sub-meter. 9 agreement? 9 A. Correct. 10 A. Correct. 10 Q. So is it SJP's contention that as of 11 Q. And who was being tolled? 11 November 29, 2016 it's no longer seeking back 12 A. My claims for the utility consumption. 12 rent? 13 Q. Okay. And so they were going to do a 13 A. That's correct. 14 running number for -- 14 Q. All right. And again, why -- 15 A. A three-month average, and we're on month 15 A. Against Verizon, not against American 16 two right now, so we're awaiting the final month. 16 Tower. 17 The average of those three months will be the 17 Q. All right. Let's go to the next letter. 18 value times 60 -- sorry, 72 months. 18 And what was Verizon's response to this letter? 19 Q. Okay. And they agreed to pay your legal 19 A. Again, no response. 20 expenses? 20 Q. And what was American Tower's response to 21 A. Correct. 21 this letter? 22 Q. All right. If you go to the next letter, 22 A. No response. 23 this is a November 29th letter; correct? 23 Q. By this point of November 29th of 2016, 24 A. Correct. 24 had SJP ever submitted an invoice to Verizon 25 Q. All right. And Mr. Panter's not involved 25 detailing its power consumption at Hotel Indigo? 27 (Pages 102 - 105) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 106 Page 108 1 A. There was no way to quantify, but SJP's 1 MR. KNIGHT: I'll get you copies. 2 happy to provide one now. 2 A. Just for the sake of this, 531, Alabama 3 Q. And how would it do so? 3 Power's billing me on 102 kilowatts peak. 4 A. It would provide you with our full 4 T-Mobile is only paying me seven. I'm getting 5 utility bill and tell Verizon to pay 2/8th of 5 billed 102. They're only reimbursing me seven. 6 that, and T-Mobile to pay 1/8th based on their 6 So it's not metered correctly. T-Mobile needs to 7 panel load. 7 be using this demand charge, not some seven number 8 Q. And you would agree that just because you 8 that they came up with. And so that's what 9 have a panel load of -- you said 800 amps for 9 they've agreed to correct. So there is a concept 10 those? 10 called peak kilowatt. 11 A. For the hotel. That includes the cell 11 MR. KOHLER: Let's take a quick break. 12 towers. 12 (Whereupon, a break was taken at 1:28 13 Q. Okay. 13 p.m., and the Examination was resumed at 1:45 14 A. And 2/8th is Verizon, 1/8th is T-Mobile. 14 p.m.) 15 The best method would be to install a direct 15 MR. KNIGHT: Patton, Michael, I'm going 16 meter, like T-Mobile did, and have Verizon be 16 to get ready to produce this settlement agreement 17 billed directly, where it never touches my power 17 dated September 21st, 2016 between SJP and Five 18 line. 18 Points Hospitality of Birmingham, LLC, with the 19 Q. Verizon installed a sub-meter up there; 19 agreement between counsel that we have a 20 correct? 20 confidentiality agreement, at least in principle 21 A. It's not metered correctly, as far as the 21 here. And I'd like to just go ahead and get one 22 load. 22 entered in after this deposition, if it's okay 23 Q. Okay. 23 with you guys, just to protect any types of 24 A. There's peak consumption, and that's the 24 confidentiality that may arise out of the 25 variable in what Verizon is charging, or 25 settlement agreement. Page 107 Page 109 1 reimbursing -- they haven't reimbursed anything -- 1 Is that okay with you guys? 2 versus what Alabama Power is claiming the utility 2 MR. KOHLER: Yeah. 3 load is. 3 MR. HAHN: That's fine. 4 Q. I'm sorry, I didn't follow you on that 4 MR. KNIGHT: Okay. So I'm going to turn 5 one. 5 it over to Mike. 6 A. There is a concept of load. This is a 6 BY MR. KOHLER: 7 consolidated load from Alabama Power. Peak 7 Q. I'm going to mark as -- what number are 8 kilowatt hours, that's what you're billed off of. 8 we on here? Number 10. We are going to mark as 9 Okay? A peak kilowatt. That's what they're 9 Exhibit Number 10. 10 billing me off. 10 (Whereupon, Defendants' Exhibit 10, 11 Q. Okay. For Patton's benefit, it looks 11 Settlement Agreement, was marked for 12 like this is a -- this appears to be a billing 12 identification.) 13 statement or a usage statement -- 13 BY MR. KOHLER: 14 A. Correct. Which is on the Dropbox. 14 Q. This is the settlement agreement, 15 Q. Yeah, I've seen some of these -- from 15 Mr. Patel, that your counsel just handed me. 16 September 28th of 2016, and this goes from -- this 16 A. Correct. 17 is kind of a summary? 17 Q. And so -- 18 A. Yeah. So for example, this was the 18 MR. KOHLER: Is that part of it, too? 19 discrepancy with T-Mobile, which we've addressed. 19 MR. KNIGHT: Yeah. Here, that should be 20 T-Mobile, 5/31/17 -- 20 attached to it. 21 Q. Well, hold on. Let's mark these as 21 BY MR. KOHLER: 22 exhibits. 22 Q. So Exhibit 10 is comprised of a 23 A. 5/31/17, this is the period -- 23 settlement agreement and a quitclaim deed. So you 24 Q. Hold on, Mr. Patel. Let me mark this 24 had mentioned earlier in your testimony about an 25 real quick. 25 agreement entered into with Five Points. Is that 28 (Pages 106 - 109) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 110 Page 112 1 this agreement? 1 A. Correct. 2 A. It is. 2 Q. So do you know who Mr. Sunkin was? 3 Q. And did you actually sign this on behalf 3 A. He's counsel for American Tower. 4 of SJP? 4 Q. Okay. So at least American Tower's 5 A. Yes, I did. 5 counsel had been in touch with your counsel in 6 Q. Okay. 6 response to the November 29th letter; is that 7 MR. KOHLER: What I'm going to do, now 7 fair? 8 that I've authenticated it, I'm going to table 8 A. Correct. 9 this, when Patton has his questions, I'll review 9 Q. Okay. Does that refresh SJP's 10 it and maybe have some follow-up questions. 10 recollection about whether or not Verizon and/or 11 BY MR. KOHLER: 11 American Tower responded to the November 29th 12 Q. Okay. So going back to where we left off 12 letter? 13 on Exhibit 9, these are the demand letters. 13 A. Just this one sentence, yes. 14 A. Correct. 14 Q. Okay. And what is -- what's your now 15 Q. And I think we were talking about the 15 refreshed recollection of the responses that SJP 16 November 29th letter, and I asked what Verizon's 16 received regarding the November letter? 17 response to this letter was. What was its 17 A. They received a phone call or an e-mail 18 response? 18 from Mr. Sunkin, but the issue at hand was never 19 A. None. 19 remedied. 20 Q. Okay. Is it SJP's contention that 20 Q. Okay. From SJP's perspective at this 21 Verizon never responded to the November 29th, 2016 21 time, what were the outstanding issues that were 22 letter? 22 not remedied? 23 A. I never received any written 23 A. The utility reimbursement. 24 communication, correct. 24 Q. Okay. It says: Based upon my 25 Q. What about verbal? 25 communications with Mr. Sunkin, it is my Page 111 Page 113 1 A. Nobody called me, no. 1 understanding that T-Mobile intended to have a 2 Q. Okay. What about anybody working on your 2 sub-meter installed on the equipment installed 3 behalf? 3 pursuant to T-Mobile lease by today, and that 4 A. Not that I know of. 4 Verizon has actively taken the necessary steps to 5 Q. All right. What was American Tower's 5 install a sub-meter as well. 6 response to this November 29th letter? 6 So was that SJP's understanding as of 7 A. None. 7 early December that both Verizon and T-Mobile were 8 Q. So it's SJP's testimony that neither 8 installing, or in the process of installing, 9 Verizon nor ATC ever responded to you or to your 9 sub-meters at the Hotel Indigo? 10 counsel regarding this November 29th letter? 10 A. That's what it says, yes. 11 A. To my knowledge, yes. 11 Q. Any reason to dispute that? 12 Q. Okay. So let's go to the final letter in 12 A. Yes, there was no progress made. 13 this chain. This is a December 9th letter; okay? 13 Q. Well, what does SJP base that belief on? 14 A. Correct. 14 A. As of this date, and as of January and 15 Q. And this is by your counsel at Knight and 15 perhaps even into February, there was no sub-meter 16 Johnson; correct? 16 installed. 17 A. Correct. 17 Q. Okay. But that doesn't necessarily mean 18 Q. All right. It says here: Ladies and 18 steps weren't being taken to do so; right? 19 Gentlemen, I'm following up on my November 29th 19 A. I don't know what happened behind the 20 letters concerning the above leases -- this is the 20 scenes. 21 T-Mobile and Verizon lease -- and my subsequent 21 Q. Okay. And this is just asking for an 22 communications with Mr. Sunkin concerning the 22 update, correct, on the status of the sub-meters; 23 same. 23 right? 24 So it appears that your counsel had been 24 A. Correct. 25 in communications with Mr. Sunkin; correct? 25 Q. So in -- you understood in September -- I 29 (Pages 110 - 113) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 114 Page 116 1 mean in December of 2016, that a sub-meter was 1 A. I believe Alex Sunkin, and their -- one 2 simply -- in SJP's opinion, was that just 2 of their representatives I met in a AAHOA trade 3 something that was going to register the amount of 3 show convention. 4 power usage or was this something different? 4 Q. Do you recall that person's name? 5 A. Something different. 5 A. No. 6 Q. What did SJP understand it to be? 6 Q. Do you recall when that communication 7 A. There would be a direct power connection 7 happened? 8 between Alabama Power and Verizon and T-Mobile 8 A. No, I don't. 9 that wouldn't hit the hotel's power line, and 9 Q. And with regard to Mr. Sunkin, were those 10 thereby causing a discrepancy between the billed 10 communications by e-mail or in writing? 11 peak demand. 11 A. Everything was in e-mail. 12 Q. As of December 9th, 2016, had you 12 Q. Okay. And so by the end of 2016, SJP, 13 personally had any communications with Verizon 13 based upon its written or e-mail communications 14 Wireless regarding these issues raised in these 14 with Mr. Sunkin, were of the belief that it needed 15 letters? 15 to sue American Tower? 16 A. Prior to? 16 A. Yeah, he wasn't willing to reimburse me 17 Q. Yes. 17 for historical utilities, and he wasn't willing to 18 A. I mean, I had sent e-mails to American 18 install a direct meter. 19 Tower, yes. 19 Q. Okay. Well, why didn't SJP sue American 20 Q. Let me make sure my question is clear. 20 Tower? 21 Have you personally had any communications with 21 A. SJP just, in its view, the lease was 22 Verizon Wireless -- 22 terminated, so it barred access to Verizon. 23 A. No. 23 Q. Why did SJP not sue American Tower? 24 Q. -- in 2016 -- throughout any time that 24 A. It had no obligation to, right? 25 year in 2016, had you had any communications with 25 Q. Okay. Now, SJP retained Rick Bearden to Page 115 Page 117 1 anybody on or behalf of Verizon Wireless regarding 1 represent it in a lawsuit against Verizon Wireless 2 these issues? 2 over in Birmingham; correct? 3 A. No. And I don't know anyone at Verizon 3 A. Correct. 4 Wireless to even make contact. Verizon's never 4 Q. On May 12th, 2017, who would have been 5 reached out to me to introduce themselves. 5 the GM at Hotel Indigo at that time? 6 Q. Okay. But you have had communications 6 A. I'm not sure, maybe Rene or Leslie. 7 with folks on behalf of American Tower? 7 Q. Had you formed the assistant GM by that 8 A. American Tower and T-Mobile, no one from 8 point? 9 Verizon. 9 A. I'm not sure. Perhaps. 10 Q. And as of -- as of the end of 2016, where 10 Q. All right. On or about May 12th, 2017, 11 were those communications left with American 11 Verizon was denied access to the rooftop. Do you 12 Tower? What did you understand was going to 12 have any reason to dispute that happening on or 13 happen? 13 about May 12th, 2017? 14 A. They basically told me sue me, so I had 14 A. No. 15 to sue them. But now it's pretty clear to me that 15 Q. Do you recall personally on or about that 16 I have no obligation to provide power, but that's 16 date denying Verizon Wireless access to the 17 separate. 17 rooftop? 18 Q. Okay. Well, let me make sure I'm clear. 18 A. Yes. 19 So what exactly as of the end of 2016, what was it 19 Q. Okay. And tell me, to the best of your 20 that American Tower told you with respect to these 20 recollection, what happened on or about May 12th, 21 issues at Hotel Indigo? 21 2017 with respect to Verizon trying to access the 22 A. Sue me. 22 rooftop. 23 Q. That was their exact words to you? 23 A. Sure. So if you look from counsel's 24 A. Essentially, yes. 24 letter, December 9th is when Verizon allegedly 25 Q. And who conveyed that to you? 25 tried to make steps to install a meter. Five 30 (Pages 114 - 117) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 118 Page 120 1 months had elapsed -- and it certainly doesn't 1 A. Yeah, I told my staff they are not to 2 take five months to install a sub-meter. Five 2 enter the rooftop, or access the rooftop. 3 months had elapsed, I was continuing to subsidize 3 Q. And how was that communicated to your 4 Verizon's utility bill. So I just barred them 4 staff? 5 access, and that got their attention and that's 5 A. Verbally. 6 why we sit here today. 6 Q. Okay. And to whom was that directed to 7 Q. Okay. Were you personally at the hotel 7 on or about May 12th? 8 when access was denied on or about May 12th? 8 A. My general manager, Leslie Starr. 9 A. Yes. I told the guys that they could not 9 Q. Okay. So you believe now that she was 10 enter the building. 10 the general manager at that time? 11 Q. Okay. And do you remember to whom you 11 A. I believe so, yeah. Her or Rene, but her 12 told that to? 12 face seems to come to mind. 13 A. A contractor for Verizon. 13 Q. On May 12th, your counsel had e-mailed me 14 Q. Okay. And did you give that person an 14 and said that Verizon shall have access for the 15 explanation why they were not allowed to access 15 next 30 days. During that 30-day period, any and 16 the building? 16 all issues regarding the payment of electricity 17 A. I did. 17 fees should be resolved during that time. If they 18 Q. And what was that explanation? 18 should not be resolved during that time, our 19 A. That Verizon has converted and stolen ten 19 client will not allow further access and begin 20 years plus of utilities bills for me -- from me, 20 proceedings against Verizon, recover any and all 21 and I refused to let that go on, and to tell his 21 outstanding amounts at that time. 22 boss to give me a call if he had any questions. 22 Do you recall approving your counsel 23 Q. So you told this contractor working on 23 making that demand to me on behalf of Verizon back 24 behalf of Verizon that Verizon had stolen -- 24 in May of 2017? 25 A. Ten years of utility consumption from the 25 A. Correct. Page 119 Page 121 1 hotel. 1 Q. Okay. On May 25th, 2017, at 2 Q. And at the time you stated that, did you 2 approximately 6:30, a Verizon Wireless field 3 believe it to be a truthful statement? 3 engineer, Kim Wyatt, was denied access to Hotel 4 A. I do. 4 Indigo. Do you have any reason to dispute that? 5 Q. Okay. 5 A. No. 6 A. And I still do, at least for the period 6 Q. And do you recall who at Hotel Indigo 7 of my ownership. 7 denied Mr. Wyatt access to the hotel? 8 Q. But certainly not going back ten years; 8 A. No. 9 correct? 9 Q. Had somebody denied access, Mr. Wyatt 10 A. I mean I believe, based on the pattern of 10 access, to the hotel's rooftop, would that have 11 conduct, I do believe it goes back ten years. 11 been at your direction? 12 Q. But as you sit here today, prior to your 12 A. Yes. 13 acquisition of the hotel, you have no support for 13 Q. Does SJP know who was working at Hotel 14 your statement that Verizon had not paid any 14 Indigo on May 25th, 2017 at about 6:30? 15 utility bills prior to your acquisition of the 15 A. No. 16 hotel. Is that fair? 16 Q. And why did SJP deny Verizon Wireless 17 A. No, I'm coming after Verizon for ten 17 access to the hotel rooftop on May 25th, 2017? 18 years. Verizon needs to tell me that they've made 18 A. Because Verizon had breached the 19 payment. But as far as I'm concerned, I'm going 19 agreement to reimburse SJP for utility 20 after all ten years, or at least six under Alabama 20 consumption. 21 law. 21 Q. And what agreement is SJP referring to? 22 Q. Okay. All right. And so did you give 22 A. The lease that was sold to American 23 anybody else instructions at Hotel Indigo on or 23 Tower. 24 about May 12th regarding Verizon Wireless 24 Q. Okay. 25 accessing the rooftop? 25 (Whereupon, Defendants' Exhibit 11, 31 (Pages 118 - 121) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 122 Page 124 1 E-mail exchange between counsel, was marked for 1 sub-meter at Hotel Indigo? 2 identification.) 2 A. No. 3 BY MR. KOHLER: 3 Q. It does not? 4 Q. I'm going to show you -- this is 4 A. It does not dispute that there is a 5 Exhibit 11. This is an e-mail exchange between 5 sub-meter there. Whether it's being measured 6 your former counsel, Mr. Bearden, and myself. We 6 correctly, that's another question. 7 can just flip to the back and kind of work 7 Q. Okay. Does SJP believe that a sub-meter 8 ourselves forward. 8 is measuring the power consumption accurately? 9 So on May 31st, that early evening, I 9 A. No. 10 e-mailed Mr. Bearden and said: SJP, through its 10 Q. And tell me why SJP does not believe it's 11 owner Mr. Patel, once again denied Verizon 11 accurately measuring the power consumption. 12 Wireless access to his leased premises and 12 A. Because there's a concept known as peak 13 easement today. 13 kilowatt hour. Alabama bills me based on my peak 14 Do you have any reason to dispute that on 14 demand consumption. So whenever the hotel is 15 May 31st SJP denied Verizon access to its rooftop? 15 occupied a hundred percent, they use that number 16 A. No. 16 as the peak basis. The cell tower leases don't 17 Q. Okay. If you go to the Page 3 of this 17 have a concept of peak. Maybe they use more 18 e-mail chain, Mr. Bearden responds the next day to 18 electricity at some points in the year, I don't 19 my e-mail. And he says, quote: I have forwarded 19 know, but it's certainly not the volatility of the 20 your e-mail to the client and will notify you of 20 hotel. 21 his response. He said: I believe this was a 21 So as you'll see from T-Mobile, they're 22 reaction to preliminary injunction filing. 22 reimbursing me on a seven kilowatt hour peak. 23 Is that true? Is Mr. Bearden's belief 23 However, Alabama Power is billing me at 102. 24 that this latest, SJP's refusal to allow Verizon 24 There's a gap there. And that's the difference, 25 access to premises on May 31st, was because SJP 25 that I'm not being reimbursed correctly with Page 123 Page 125 1 filed a motion for preliminary injunction? 1 T-Mobile. 2 A. I can't recall. 2 With respect to Verizon, that's likely 3 Q. He also -- Mr. Bearden also says: In any 3 the same issue. But I won't know until there's a 4 event -- this is also on Page 3, Mr. Patel. He 4 direct meter installed, where it never hits my 5 says: In any event, have you been able to make 5 power line. 6 headway on the sub-metering issue? We see no 6 Q. Okay. It seems that -- from what I've 7 evidence of it. Please advise. 7 heard, and correct me if my understanding is 8 A. Correct. 8 wrong, but my understanding is you're talking 9 Q. And then I responded to him I guess later 9 about how Alabama Power bills for power usage, not 10 that morning. I said: Rick, as represented in 10 necessarily how much power is being used. 11 our answer to the complaint, Verizon Wireless 11 A. No. I mean, it's the same thing. The 12 installed a sub-meter on February 28th, 2017. 12 Alabama Power, they should -- it should be a 13 Attached is a picture of the sub-meter with 13 passthrough. Your cell -- there should not be 14 Verizon's name on it. 14 where I'm incurring a loss or a gain on your pass 15 Does SJP have any reason to dispute that 15 of power consumption. It should be a passthrough. 16 Verizon installed a sub-meter on February 28, 16 And it's not a passthrough because of the way 17 2017? 17 Alabama calculates versus the way Verizon and 18 A. It doesn't know if a meter was installed 18 T-Mobile. With Verizon, we don't know. They've 19 on February 28th. 19 never provided a statement with their usage. 20 Q. Does it have any reason to dispute that a 20 Period. So I don't know how much they're 21 sub-meter was installed in February of 2017? 21 providing. T-Mobile is providing this. 22 A. I'm not sure. It can neither confirm nor 22 Q. Okay. All right. So it's SJP's belief 23 deny. 23 that the sub-meter that Verizon installed may be 24 Q. As SJP sits here today, does it have any 24 not accurately reading its power consumption? 25 reason to dispute that Verizon installed a 25 A. I know it's not, based on look -- prior 32 (Pages 122 - 125) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 126 Page 128 1 experience as an owner, and then also on the amps, 1 confusing without Verizon's assistance, which they 2 the power. There's 800 amps going into the 2 have been unwilling to provide. 3 building. 200 of those are used by Verizon. 100 3 Q. And when SJP has read the Verizon's 4 is used by T-Mobile. Just based off of that, 4 meter, does it log what it read anywhere? 5 there's 3/8th of the hotel's power being dedicated 5 A. I have pictures. But no, it does not. 6 to cell towers, about 2,500 to three grand a 6 Q. Have those -- were those pictures 7 month. We know T-Mobile is around 400, $500 a 7 produced in this case? 8 month. Verizon's not 1,500 a month, it's closer 8 A. Yes, they were. They should be on the 9 to 2,500 a month. That's my estimate. 9 Dropbox. 10 Q. Okay. And to be clear, you would agree 10 Q. Okay. And what were these pictures of? 11 that there is a difference between an electrical 11 A. The meter. I think you sent the photo. 12 panel and how many amps it can hold versus how 12 One of the photos you sent. 13 much -- 13 Q. I'm not talking about pictures Verizon 14 A. How much you use, yes. There is a 14 took, I'm talking about pictures SJP took. That's 15 capacity and there's usage. 15 how I understood your testimony. 16 Q. Okay. All right. 16 A. Yeah, we have. I'll have to look for my 17 Have you instructed anybody at SJP to 17 maintenance person, but I don't keep logs of 18 read Verizon's sub-meter? 18 those, no. 19 A. No. 19 Q. Okay. But were those pictures produced 20 Q. Okay. Why? 20 that SJP -- 21 A. Because it's labor intensive, and it 21 A. I don't know. I don't know. 22 requires -- I have no benefit from that. We have 22 Q. Okay. 23 read their meter, but it behooves us because we're 23 A. I'm happy to produce them, if I can find 24 not receiving any payments for that, and 24 them. 25 separately, why should the burden be on me to read 25 (Whereupon, Defendants' Exhibit 12, Page 127 Page 129 1 Verizon's meter? Verizon should be reading their 1 T-Mobile billing summary, was marked for 2 own meter. Why do I need to read their meter? 2 identification.) 3 There's nothing in the lease that says SJP or site 3 BY MR. KOHLER: 4 owner has to read Verizon's meter and report back 4 Q. I'm marking this as Exhibit Number 12. 5 to them. I, mean that makes no sense whatsoever. 5 This was produced in this case. I'll represent to 6 Q. Okay. So to be clear, SJP has read 6 you this was produced by your counsel in this 7 Verizon -- 7 case. This appears to be a billing summary 8 A. Has read Verizon's meter, but it doesn't 8 related to T-Mobile. 9 know the cutoff dates or start dates or billing 9 A. Correct. 10 cycle. Verizon's been abusive and litigious and 10 Q. Who drafted this? 11 just ignored all of that. We've asked for 11 A. T-Mobile. 12 information. 12 Q. And did they provide this to you? 13 Q. Okay. How many times has SJP read 13 A. They did. 14 Verizon's meter? 14 Q. Okay. And it looks like the first line 15 A. More than 10. 15 is from August 3rd of 2017 for a billing period 16 Q. Okay. 16 that covered much of July of 2017? 17 A. Less than 30. 17 A. Correct. 18 Q. And who reads it? 18 Q. And was this for their direct meter? 19 A. I've been up there, my maintenance man 19 A. Yes. This was for their single tower, 20 has been up there. But there's nothing to read. 20 which is a 10th of the equipment that Verizon has. 21 I mean, you don't know the start date and the end 21 Q. And they paid -- who did they pay $525 22 date of the billing cycle. I mean, what are you 22 to? 23 trying to read? 23 A. SJP Investments Partners. 24 Q. Okay. 24 Q. Okay. Why would they pay you guys $525 25 A. You don't know at what point -- it's too 25 if it was a direct meter? 33 (Pages 126 - 129) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 130 Page 132 1 A. Oh, at that point in time? Sorry, I 1 Q. Okay. And it says: Reimbursement amount 2 can't recall. The January payments they started 2 of $1,000. What does that number reflect? 3 paying SJP Investments Partners. I'm not sure if 3 A. It's an arbitrary number. I had to have 4 August was received, or they -- they're just 4 some number to go in there. 5 reporting that. 5 Q. Well, how did you come up with it? 6 Q. Okay. Why is T-Mobile providing this 6 A. From a single cell tower, you know, 7 document to you? 7 having that experience in a prior hotel. I mean, 8 A. Because I asked for it. 8 their bill was more. This number should actually 9 Q. All right. And so -- 9 be about -- for Verizon? $2,500 a month. 10 A. I asked for readings from T-Mobile, I 10 Q. All right. So when you write damage 11 asked for Verizon. Verizon ignored me, T-Mobile 11 analysis -- 12 provided them. 12 A. It was an estimate. 13 Q. Did T-Mobile ever install a sub-meter? 13 Q. Okay. In October of 2017, you estimated 14 A. They did. 14 that Verizon's utility usage was about a thousand 15 Q. And when did they install a sub-meter? 15 bucks a month; correct? 16 A. December or January. 16 A. Yes. I knew it was greater than one. 17 Q. Of what year? 17 Q. Okay. But based upon your experience as 18 A. '17 -- sorry, January '17. 18 of October 2017, you thought it was about a 19 Q. All right. And do you have any idea in 19 thousand bucks; correct? 20 January of 2017 how T-Mobile would have known to 20 A. I've revised that assumption. 21 pay SJP $222.15? 21 Q. Okay. Well, in September of 2016, over a 22 A. Yeah, they have an electric meter reading 22 year earlier, your counsel sends out a letter and 23 where you physically don't have to go there, it 23 estimated it was $1,500 a month; correct? 24 sends it. They have some program, which Verizon 24 A. I believe so, yeah. 25 has a different methodology, but it's laborless, 25 Q. So over a year later, you're now running Page 131 Page 133 1 they know how much is read based on some 1 a damages model analysis based upon a thousand 2 technological device they put on there. I don't 2 dollars a month; correct? 3 know. 3 A. That's for internal purposes, yes. 4 Q. Okay. Had T-Mobile paid any utility 4 Q. Okay. 5 bills with respect to its consumption of power at 5 A. I'm not trying to rush you, but do you 6 Hotel Indigo prior to 2017? 6 have a lot more to cover? 7 A. No, because they have entered -- are 7 Q. No, not too much. Patton is going to 8 entering into a tolling agreement. They have 8 have some here. 9 agreed to pay all six years, so that would infer 9 A. All right. 10 no. 10 (Whereupon, Defendants' Exhibit 14, 11 Q. But that's an inference? 11 Letter from American Tower dated 12/1/16, was 12 A. Yeah. Well, why would they pay for 12 marked for identification.) 13 something if they've already paid for it? So 13 BY MR. KOHLER: 14 that's my position. 14 Q. We'll mark this Exhibit 14. 15 (Whereupon, Defendants' Exhibit 13, 15 A. Thanks. 16 Damages model analysis, was marked for 16 Q. Okay. So let's just start with the 17 identification.) 17 second page of Exhibit 14. This appears to be a 18 BY MR. KOHLER: 18 December 1, 2016 letter from American Tower to 19 Q. All right. Here's Exhibit 13. This is 19 your counsel. Correct? 20 also produced during this litigation. This is a 20 A. Correct. 21 damages model analysis. This was prepared by you? 21 Q. And this is addressing both the Verizon 22 A. Correct. 22 and T-Mobile leases; correct? 23 Q. Why did you prepare this on October 17th? 23 A. Correct. 24 What was the purpose of that date? 24 Q. On the second page of this letter drafted 25 A. For litigation. 25 by Mr. Sunkin, he states that the customers had 34 (Pages 130 - 133) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 134 Page 136 1 paid the known siting owner for its utility 1 calendar. No, nothing. 2 consumption. In part support of that, he says: 2 Q. Okay. If you go to the next page, on 3 Please see the enclosed copy of the check sent by 3 October 10th. 4 T-Mobile to the known site owner, which payment 4 A. Okay. 5 was for utility consumption through April of 2017. 5 Q. Do you ever recall seeing this letter 6 And then if you go to -- if you go a 6 from T-Mobile to your counsel, SJP's counsel? 7 couple of pages later, you'll see a voidage, you 7 A. Yes, I have seen this. 8 know, an executed check there from T-Mobile? 8 Q. Okay. Second paragraph, it says: 9 A. Correct. 9 T-Mobile has been paying Five Points Hospitality 10 Q. And it looks like the date on it is April 10 for the electricity it uses? 11 of 2016 for 1,300 bucks made payable to Five 11 A. Correct. 12 Points? 12 Q. And then it says: It's been paying 13 A. Correct. 13 $1,366.80 annually in April of each month? 14 Q. If you go to the next page, it's from 14 A. Correct. 15 April of 2015 for a little over 1,300 bucks made 15 Q. Okay. No reason to dispute that, 16 payable to Five Points? 16 correct? 17 A. Correct. 17 A. No, but circumstances have happened since 18 Q. Again the next page from 2014 saying 18 that. So this was October 2016, now T-Mobile's 19 payee, same amount. 19 taken the position that the prior payments are I 20 A. Right. 20 guess void, and they are going to pay me for the 21 Q. And, you know, going back to 2013. So 21 past 72 months. 22 does SJP dispute that there were utility payments 22 Q. Okay. If you go down a little bit of 23 made to Five Points regarding utility consumption? 23 ways, there's an October 11th, 2006 letter from 24 A. Yes, because an invoice was never 24 Mr. Sunkin to your counsel, Mr. Panter. 25 provided, as you confirmed before. So there was 25 A. Yep. Page 135 Page 137 1 no way to quantify with that. This was just an 1 Q. This is American Tower responding to your 2 arbitrary number. 2 September -- the September 26th letter; correct? 3 Q. Okay. These checks were negotiated by 3 A. Correct. 4 Five Points, to your knowledge? 4 MR. KOHLER: Pat, I'm going to pass the 5 A. I don't know. 5 baton to you while I go through some of this other 6 Q. Okay. Well, look at the -- they 6 stuff and have some follow-up questions. 7 certainly look like these checks were endorsed; 7 MR. HAHN: Sure. 8 correct? 8 EXAMINATION 9 A. Yes. But it doesn't say -- even in the 9 BY MR. HAHN: 10 memo, it doesn't say for electricity consumption, 10 Q. Mr. Patel, can you hear me? 11 nothing. It's just a blank check. 11 A. I can, sir. Thank you. 12 Q. Okay. It says here: Furthermore, it is 12 Q. Okay. My name is Patton Hahn. I believe 13 my understanding that the customers and site owner 13 we met at the status conference with the court 14 and/or representatives of the site owner met at 14 back last fall. I'm not going try to replow the 15 the property on October 26th, 2016. 15 same ground, but I did want to ask you some more 16 Do you see that there? 16 follow-up questions. 17 A. That I met with T-Mobile? 17 MR. HAHN: And, Michael, you may have to 18 Q. No, it's just saying that people met at 18 help me with some of these exhibit numbers. 19 the site on October 26, 2016. 19 BY MR. HAHN: 20 A. Oh, met at the site -- I don't know who 20 Q. I believe you were just looking at 21 "customers" is. Verizon definitely never met me. 21 Exhibit Number 14; is that correct? 22 T-Mobile would have met me, if anyone did. 22 A. Yes. 23 Q. Okay. But do you recall meeting anybody 23 Q. It's a series of letters -- 24 at the site on October 26th? 24 A. Yes. 25 A. One second. No, I'm looking at my 25 Q. -- from American Tower? 35 (Pages 134 - 137) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 138 Page 140 1 A. Yes. 1 Q. Well, your attorney had demanded $300,000 2 Q. If you could turn back to that 2 in rent from American Tower. 3 October 11, 2016 letter from Mr. Sunkin to 3 A. And he also demanded utility 4 Mr. Panter. 4 reimbursements. 5 A. Okay. One second. Okay. 5 Q. Okay. Can you look at Mr. Panter's 6 Q. And you understand that it indicates here 6 September 26th letter. 7 that this is in response to Mr. Panter's letter of 7 A. Okay. 8 September 26, 2016? 8 Q. Does it indicate in there that he is 9 A. Correct. 9 claiming utility? 10 Q. And that was the letter in which 10 A. Yeah, he did, actually. Which exhibit is 11 Mr. Panter demanded a little over $300,000 in past 11 that? Exhibit Number 9. 12 due rent; right? 12 Q. Is that the September 26th letter? 13 A. Correct. 13 A. Yes, it is. 14 Q. And in this letter, Mr. Sunkin is 14 Q. Okay. But again, in looking at 15 basically saying that SJP was not entitled to that 15 Mr. Sunkin's letter, there's nothing in that 16 rent because the leases had been assigned to a 16 letter that is untrue? 17 subsidiary of American Tower; correct? 17 A. Doesn't appear to be, no. 18 A. Correct. 18 Q. Okay. And you said he was ignoring you. 19 Q. Do you have any reason to dispute that 19 You'd agree then that Ulysses is not responsible 20 Mr. -- anything in -- well, is anything in 20 for customer utilities? 21 Mr. Sunkin's letter here incorrect? 21 A. I do not agree with that, Ulysses is not 22 A. No. No. It seems to be correct. 22 responsible for customer utilities. So if I cut 23 Q. Okay. You agree that SJP was not 23 off the power today, I have no obligation to 24 entitled to the rent? 24 provide Verizon and T-Mobile with power, and 25 A. Correct, with the exception of the 25 there's nothing you can do about it, based on Page 139 Page 141 1 additional profits agreement. 1 this. 2 Q. Correct. And you've testified -- you 2 Q. Okay. Is there anything, any document 3 testified earlier this morning that American Tower 3 you can point to which suggests that Ulysses is 4 had ignored Mr. Panter's letter. 4 responsible for paying SJP for customer utility -- 5 A. Correct. 5 customer, being T-Mobile or Verizon? 6 Q. Remember that? 6 A. Is there any document that I can point 7 A. Yes. 7 to? Yes, Ulysses was sold the lease, and they 8 Q. This is not -- this response is a 8 have an obligation to collect utilities and remit 9 response to that letter; isn't it? 9 to the fee owner. 10 A. It is. 10 Q. Where does it say that? What document 11 Q. Okay. Why is that -- what do you mean by 11 says that? 12 "they ignored it"? 12 A. In the lease. 13 A. Well, nothing was done. I mean, they 13 Q. Okay. What part of the lease is it 14 didn't communicate with me. Sure they had to go 14 referring to? 15 back to my counsel, but I don't recall when I saw 15 A. The electrical reimbursements. They have 16 this letter. It definitely wasn't in 2016. So, 16 to install a sub-meter, right? 17 I'm not sure why Mr. Panter didn't deliver it to 17 Q. Let's talk about the specific section. 18 me. 18 A. Okay. Verizon has to install a sub-meter 19 Q. So your own counsel failed to provide you 19 under their lease. 20 with correspondence from -- 20 Q. Okay. What section are you talking 21 A. No, I'm not saying that. I'm just saying 21 about? 22 that I can't recall when, but all of my 22 A. Section 2, Paragraph 2. Lessee shall pay 23 communication with American Tower was the essence 23 for its own power consumption. So lessee is 24 -- was, in essence, take a hike, you figure it 24 Verizon. Verizon has to pay for its own power 25 out. 25 consumption, not Ulysses. 36 (Pages 138 - 141) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 142 Page 144 1 Q. Okay. So Ulysses doesn't have to pay 1 Q. Okay. Going back to what you just said, 2 that? 2 that American Tower should have done the right 3 A. That's correct. 3 thing? 4 Q. Okay. So you agree with Mr. Sunkin's 4 A. Yes. 5 statement Ulysses is not responsible for customer 5 Q. What are you referring to, what's the 6 utilities? 6 basis for that statement? 7 A. That's correct. 7 A. Well, there -- they should have made 8 Q. So Verizon -- American Tower -- wasn't 8 payments for the utilities and installed a 9 ignoring your demand, they responded to your 9 meter -- 10 demand. 10 Q. Okay. Go ahead -- 11 A. Well, they were playing the game of who's 11 A. They should have performed on their 12 responsible. I mean, American Tower should have 12 obligations under the lease and installed the 13 stepped up and said, you know what, it's very 13 meter, direct meter, that was measured accurately, 14 confusing, there's a bunch of different parties, 14 trued-up the past due utilities and on a 15 you sold your leases, we have Verizon and 15 go-forward basis just been directly responsible 16 T-Mobile, let's just do the right thing and figure 16 for this, so it never interfered with my power 17 this out. But no, they chose to be difficult and 17 line. 18 litigate. 18 Q. American Tower should have done it? 19 Q. Okay. You don't remember that they met 19 A. I don't give a damn who it is. American 20 with either you or your representatives on the 20 Tower, T-Mobile or Verizon. Someone needs to 21 site with representatives of T-Mobile to work that 21 figure it out, and it shouldn't be me. But, I'm 22 out? 22 continuing to pay so you guys are unjustly 23 A. No, I don't. No one met with me. 23 enriched. Yeah, go sell as many cell tower 24 Q. You never met with -- or none of your 24 leases, but you don't have to worry about paying 25 principals met with someone named Tim McPhail? 25 utilities because it's free for you guys. Page 143 Page 145 1 A. Not that I know of. 1 Q. If you could just answer my question, we 2 Q. You never communicated with Tim McPhail 2 will finish a lot faster. If you want to be 3 regarding this matter? 3 argumentative about it, we can go all day. 4 A. If he was the rep for American Tower that 4 A. That's fine, if you want your power cut 5 I denied access to, then yes, I did communicate. 5 off tomorrow, then you go figure it out. 6 But I don't recall. 6 MR. KNIGHT: Hey, Pat, can we take a 7 Q. Okay. 7 break? This is Bryan. Let me get those e-mails 8 MR. HAHN: Michael, do you have that 8 for you. 9 e-mail I sent you? 9 MR. HAHN: Let's keep going for a little 10 MR. KOHLER: Yeah. 10 bit. I think your client is giving some good 11 MR. HAHN: Can you hand that to Mr. Patel 11 testimony here. 12 and mark it as 15? 12 MR. KNIGHT: Pat, we're going to take a 13 MR. KOHLER: Oh, I've got an electronic 13 break. We'll be right back. 14 copy, I don't have a hardcopy. 14 (Whereupon, a break was taken at 2:33 15 MR. HAHN: Okay. Bryan, can you print 15 p.m., and the Examination was resumed at 2:43 16 out something for Michael? 16 p.m.) 17 MR. KNIGHT: Yeah, definitely. 17 MR. KNIGHT: Hey, Pat, it's Bryan. I'm 18 MR. KOHLER: This is -- Patton, this is 18 giving Michael your e-mail and the attachment to 19 the one you sent me at -- 19 that e-mail. 20 MR. HAHN: Yeah. 20 MR. HAHN: Okay. 21 MR. KOHLER: Let me double check. This 21 (Whereupon, Defendants' Exhibit 15, 22 is the one from Tim McPhail on November 2nd, 2016? 22 E-mail exchange and attachments, was marked for 23 MR. HAHN: Yes. 23 identification.) 24 MR. KOHLER: Okay, yes. 24 MR. KOHLER: I'm going to mark that 25 BY MR. HAHN: 25 e-mail as 15, and the attachment to it. 37 (Pages 142 - 145) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 146 Page 148 1 BY MR. HAHN: 1 say 30 seconds ago? 2 Q. And, Mr. Patel, have you had a chance to 2 A. No. 3 look at it, if you're back on the record. 3 Q. Okay. You testified earlier today that 4 A. I will now. Okay, go ahead. 4 Verizon was abusive in their relationship with 5 Q. If you look down, there's an e-mail from 5 you. 6 Tim McPhail to you and several people. 6 A. Yes. 7 A. Correct. 7 Q. Do you remember saying that? Has 8 Q. It references a meeting on that morning. 8 American Tower been abusive? 9 A. Correct. 9 A. Yes. 10 Q. Did that refresh your recollection as to 10 Q. How do you define "abusive"? 11 whether there was such a meeting? 11 A. Litigation. 12 A. It does, yes. 12 Q. Okay. Has American Tower sued you? 13 Q. Okay. Tell me everything you remember 13 A. They've been party to some actions 14 about that meeting. 14 against me, yes. 15 A. I can't recall, but I'll have to look at 15 Q. Okay. Name -- identify those actions. 16 the e-mail just to recap. Hold on. Yeah, it's in 16 A. I don't know, I think it's the Verizon 17 the content of Mr. McPhail's e-mail on 17 lawsuit, which you're wrapped in. 18 November 2nd. That's generally what occurred. We 18 Q. Okay. Who filed the -- that lawsuit 19 discussed installing meters, an electronic meters, 19 against you? 20 so no manual readings had to have occurred. But 20 A. Verizon. 21 again, this was in November of '16, and nothing 21 Q. Okay. And you named American Tower as a 22 was done after that time. 22 defendant in that lawsuit; right? 23 Q. Well, you ultimately reached an agreement 23 A. Because the judge ordered me to. 24 with T-Mobile? 24 Q. Okay. So American Tower hasn't been 25 A. As of a few weeks ago, yes, but that 25 litigious with you, have they? Page 147 Page 149 1 doesn't concern Verizon. 1 A. They've been -- let's just say unethical 2 Q. Okay. And you agreed with me earlier 2 in their dealings by skirting their 3 from Mr. Panter's letter that it wasn't American 3 responsibility. 4 Tower's or its subsidiaries' responsibility to pay 4 Q. You said they've been litigious with you. 5 these bills. 5 A. Okay. Sorry. They've been unethical in 6 A. That's correct. 6 their dealings with me. 7 Q. Okay. 7 Q. They have not sued you, have they? 8 A. And it's -- 8 A. No. 9 Q. Go ahead. 9 Q. SJP has sued them? 10 A. No, no, that's okay. 10 A. Because they've skirted on their 11 Q. What were you going to say? 11 responsibility on whose responsibility, they keep 12 A. Don't worry about it. 12 passing the buck between American Power, Verizon 13 Q. I am worried about it, because you were 13 and T-Mobile. It's a game of musical chairs. 14 going to say it. 14 Q. My question was simply SJP has sued 15 A. Well, I've decided not to say it, so 15 American Tower's subsidiary. Is that true or 16 let's move on. 16 false? 17 MR. KNIGHT: What's your question, Pat? 17 A. That is true, for failure to comply with 18 MR. HAHN: My question is what was he 18 their obligations. 19 going to say? 19 Q. Okay. What obligations are those? 20 MR. KNIGHT: Do you recall what you were 20 A. They are party to -- they have some sort 21 going to say? 21 of duty to SJP. They're the intermediary between 22 THE WITNESS: I don't recall what I was 22 Verizon and T-Mobile. If, you know, their 23 going to say. 23 position is they have nothing to do with it, I 24 BY MR. HAHN: 24 guess that's their position. 25 Q. You don't recall what you were going to 25 Q. Okay. What contractual provision has 38 (Pages 146 - 149) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 150 Page 152 1 American Tower breached? 1 to under the Net Profits Agreement? 2 A. I don't know. 2 A. 50 percent. 3 Q. Okay. You're the corporate 3 Q. 50 percent of what? 4 representative of SJP Partners Investments; you 4 A. The defined term additional customers. 5 understand that, right? 5 Q. Okay. So the only thing that American 6 A. American Tower has breached the Net 6 Tower has done adverse to SJP Investments is 7 Profits Agreement. 7 breach the Net Profits Agreement? 8 Q. That wasn't my question. My question was 8 A. Correct. 9 you understand you're the corporate 9 Q. Okay. You testified earlier that 10 representative? 10 American Tower had been unjustly enriched by 11 A. I do. 11 Verizon's consumption of electrical power. Is 12 Q. And you're here to -- one of the things 12 that right? 13 we've asked you to do is to testify about the 13 A. Yes. 14 claims against Ulysses Asset Sub, the subsidiary 14 Q. Okay. What you mean by "unjust 15 of American Tower. You understand that? 15 enrichment"? 16 A. I do. 16 A. Well, it's collecting revenues from 17 Q. Okay. What are all the facts that 17 Verizon, and it's never having to pay a utility 18 support your claims against Ulysses Asset Sub? 18 expense at my expense. That's unjust enrichment. 19 A. American Tower has breached the Net 19 Q. Is that a legal definition or your 20 Profits Agreement. 20 definition? 21 Q. Are there any other facts? 21 A. That's my definition. 22 A. No. They have breached the Net Profits 22 Q. Okay. Do you know whether American Tower 23 Agreement. I've asked for a counting, they've 23 has collected separate utility reimbursements from 24 concealed that, perhaps due to fraud. 24 Verizon? 25 Q. Okay. When did you ask for that 25 A. No. If they have, they should have Page 151 Page 153 1 accounting? 1 passed them through. 2 A. Several times. I think Rick Bearden had 2 Q. But you don't know whether they have? 3 made a request as well. 3 A. I don't know whether they have, no. 4 Q. Can you point to -- 4 Q. Back to your thing about abusive, you 5 A. I have an e-mail, actually. I know I 5 said litigious, and then you said a very lengthy 6 sent an e-mail. You were probably copied on it, 6 set of things. What else do you mean by litigious 7 or your counsel or whoever. I'll have to find 7 or by abusive that American Tower has been toward 8 that. I did make a demand for accounting under 8 you? 9 the Net Profits Agreement. So Timothy McPhail 9 A. I guess that was a misnomer. I should 10 sent that to me, which I don't think he was 10 have said unethical. American Tower keeps 11 authorized to, but that's when I became aware of 11 skirting their -- responsibility, or just even as 12 it. 12 good business practices. I mean, American Tower's 13 Q. What do you mean by "it"? 13 an intermediary in this whole picture here. At 14 A. Timothy McPhail sent the Net Profits 14 least be a quarterback and find a resolution with 15 Agreement to me, and I don't think he was aware of 15 T-Mobile and Verizon. But it's been like, you 16 -- that I was -- I wasn't even aware of the Net 16 know, we don't have any responsibility to you and 17 Profits Agreement until he sent it to me. So, you 17 you figure it out. So figure it out, you know, 18 know? That's what I contend American Tower is in 18 there's certain things I can do, too. 19 breach of. I'm privy to some revenues, and 19 Q. Okay. That's probably all I have. If 20 American Tower is refusing to produce their 20 you amend your complaint, we'll re-notice your 21 accounting. 21 deposition. 22 Q. Okay. You're aware that none of that is 22 A. Thank you. 23 in the complaint you filed against American Tower? 23 CONTINUED EXAMINATION 24 A. We'll be amending our complaint. 24 BY MR. KOHLER: 25 Q. Okay. How -- how much are you entitled 25 Q. All right. I'm going to -- where did we 39 (Pages 150 - 153) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 154 Page 156 1 leave off, 15? 1 Q. Well, did you have any files relating to 2 A. Correct. 2 when you were kicking the tires to determine 3 Q. I want to go through -- I had sent -- we 3 whether or not you were going to buy Hotel Indigo? 4 had talked about some documents. Who was 4 A. They're part of the general files for due 5 responsible on behalf of SJP for locating and 5 diligence. 6 producing documents in this case? 6 Q. That were produced? 7 A. I am. 7 A. Yeah. 8 Q. Okay. Who -- what witnesses, what people 8 Q. Financial model and internal model? 9 do you think have knowledge, that we have not 9 A. Yeah, that was all produced. 10 already talked about today, regarding the claims 10 Q. When you communicate, do you typically 11 SJP's made in this case? 11 communicate by e-mail? 12 A. No one but myself and perhaps the prior 12 A. Depends. I mean, if -- I always try to 13 owner. 13 call people, because it's easier, but if I can't 14 Q. Are you talking about Five Points? 14 get ahold of them, I'll e-mail them. 15 A. Yeah. I mean, they may -- I don't know 15 Q. All right. Number 2 is documents, 16 if that'll corroborate our position or be adverse, 16 communications regarding Verizon's lease and its 17 but they would certainly have some notice. 17 easement rights. 18 Q. Okay. Let's go through these documents 18 Did you, were there any documents that 19 real quick. 19 are responsive to this category of documents that 20 (Whereupon, Defendants' Exhibit 16, 20 you knew to exist that you could not locate? 21 Document request, was marked for identification.) 21 A. Everything for all of these questions, if 22 BY MR. KOHLER: 22 I had them, I posted them. 23 Q. This is Exhibit Number 16. This is the 23 Q. And where did you look to find documents 24 document request. We'll just start on Page 7. 24 responsive to this stuff? 25 A. Okay. 25 A. On my hard drive, which is in the Cloud. Page 155 Page 157 1 Q. The first category of documents are the 1 Q. All right. And is that the Google Cloud? 2 -- are documents and communications relating to 2 A. No, it's Microsoft Office 365. 3 SJP's due diligence in acquisition of the Hotel 3 Q. Did you go back and look through your 4 Indigo. Okay? Is that correct? 4 phone for text messages for any communications 5 A. Yes. 5 that may be responsive to these categories? 6 Q. All right. Were there any documents that 6 A. I don't text much. I delete my texts, so 7 you knew to exist that you could not locate and 7 I wouldn't have kept it if there was anything. 8 produce in this case that would be responsive to 8 But I wouldn't have text in relation to this. I 9 this? 9 text for personal reasons, not business. 10 A. Any documents -- no. 10 MR. KOHLER: Let's take a five-minute 11 Q. All right. So you found all responsive 11 break. Let me go through my notes and then 12 documents and produced them? 12 we'll -- 13 A. Everything from the seller, and then 13 MR. HAHN: I'm going to have one for 14 stuff that I had after the fact, it was all 14 follow-up. 15 posted. 15 THE WITNESS: Go ahead. 16 Q. Okay. Well, what about SJP's due 16 CONTINUED EXAMINATION 17 diligence documents? 17 BY MR. HAHN: 18 A. That's it, the seller's files. 18 Q. What witnesses support your claims in 19 Q. Well, you were the buyer. SJP was the 19 this case? We don't have your initial disclosure, 20 buyer, not the seller. 20 so -- which you would normally put those people 21 A. Yeah. All of the seller's files are the 21 in. 22 due diligence files. 22 A. I'll have a couple of experts. I can 23 Q. Okay. Well, what about SJP's due 23 identify those at a later point. Alabama Power 24 diligence files? 24 will be one, T&F Electric will be another. 25 A. Be specific. 25 Q. T&F? 40 (Pages 154 - 157) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 158 Page 160 1 A. Correct. 1 This is a T-Mobile document that was generated 2 Q. And would Alabama Power be called to talk 2 regarding what it believed was its power usage at 3 about the rates for electricity? 3 the Hotel Indigo; correct? 4 A. The rates, and how your sub-meter is not 4 A. For the month of July, yeah. 5 metering correctly. 5 (Whereupon, Defendants' Exhibit 18, 6 Q. You mean Verizon's or T-Mobile? 6 Alabama Power bill, was marked for 7 A. Verizon's. Alabama Power has recommended 7 identification.) 8 a direct meter that doesn't even tap into my 8 BY MR. KOHLER: 9 power, and they'll testify to that effect. 9 Q. And then Exhibit 18 is an Alabama Power 10 Q. Okay. Who at Alabama Power have you 10 bill -- well, a summary of usage at the Hotel 11 talked to about that? 11 Indigo during a certain time period in 2015 and 12 A. Julian Sinclair. 12 2016; correct? 13 Q. Okay. What about T&F Electric? 13 A. And '17, yeah, on the second page. 14 A. Gene Freeman. 14 Q. Oh, okay, and 2017, yeah. 15 Q. And what would be the substance of his 15 MR. KOHLER: With all that, we'll adjourn 16 testimony? 16 the deposition. 17 A. He's an electrician, and he'll testify in 17 MR. KNIGHT: So he'll read and sign. 18 support of, you know, our position. 18 (Whereupon, the deposition was adjourned 19 Q. But specifically what would you want to 19 at 3:15 p.m.) 20 call him to testify about? 20 21 A. The metering process, the difference 21 22 between a direct meter and a sub-meter, and 22 23 potential aberrations or errors that could arise 23 24 from one or the other, and the only way to get a 24 25 true reading. And then also to dispute -- well, 25 Page 159 Page 161 1 The following reporter and firm 1 with Alabama, the power to dispute the prior 2 disclosures were presented at this proceeding for review by counsel: 2 readings which have been metered incorrectly. 3 REPORTER DISCLOSURES 3 Q. Okay. 4 The following representations and 4 A. And also to talk about the peak concept 5 disclosures are made in compliance with Georgia Law, more specifically: 5 of billing, just everything in general. 6 Article 10(B) of the Rules and Regulations of the Board Of Court Reporting (disclosure forms) 6 Q. Okay. Besides those two people from whom 7 OCGA 9-11-28(c) (disqualification of reporter for financial interest) 7 you will get potential expert testimony, and 8 OCGA 15-14-37(a) and (b) (prohibitions against contracts except on a case-by-case basis). 8 yourself, are there any other witnesses or people 9 - I am a certified reporter in the State of Georgia. - I am a subcontractor for Tiffany Alley Veritext. 9 you support will give testimony to support your 10 - I have been assigned to make a complete and 10 claims? accurate record of these proceedings. 11 - I have no relationship of interest in the matter 11 A. Not at this time. Not that I can think on which I am about to report which would 12 disqualify me from making a verbatim record or 12 of at this time. maintaining my obligation of impartiality in 13 compliance with the Code of Professional Ethics. 13 Q. Okay. That's all I have. - I have no direct contract with any party in this 14 action and my compensation is determined solely 14 MR. KOHLER: Take a five-minute break? 15 by the terms of my subcontractor agreement. 15 MR. KNIGHT: Sure. FIRM DISCLOSURES 16 16 (Whereupon, a break was taken at 3:00 - Tiffany Alley Veritext was contacted to 17 provide reporting services by the noticing or 17 p.m., and the Examination was resumed at 3:12 taking attorney in this matter. 18 - There is no agreement in place that is 18 p.m.) prohibited by OCGA 15-14-37(a) and (b). Any 19 case-specific discounts are automatically 19 (Whereupon, Defendants' Exhibit 17, applied to all parties, at such time as any 20 party receives a discount. 20 T-Mobile document of power usage at Hotel Indigo, - Transcripts: The transcript of this proceeding 21 as produced will be a true, correct, and complete 21 was marked for identification.) record of the colloquies, questions, and answers 22 as submitted by the certified court reporter. 22 BY MR. KOHLER: - Exhibits: No changes will be made to the 23 exhibits as submitted by the reporter, 23 Q. Just to make sure the record is attorneys, or witnesses. 24 - Password-Protected Access: Transcripts and 24 perfected. Mr. Patel, that's Exhibit 17. This is exhibits relating to this proceeding will be 25 uploaded to a password-protected repository, to 25 a document that you were referring to earlier. which all ordering parties will have access. 41 (Pages 158 - 161) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco Page 162 Page 164 1 CERTIFICATE 1 ERRATA for ASSIGNMENT # STATE OF GEORGIA: 2 I, the undersigned, do hereby certify that I have 3 read the transcript of my testimony, and that 2 COUNTY OF FULTON: 4 ___ There are no changes noted. I hereby certify that the foregoing 5 ___ The following changes are noted: 3 transcript was taken down, as stated in the caption, 6 and the colloquies, questions and answers were 7 Pursuant to Rule 30(7)(e) of the Federal Rules of 4 reduced to typewriting under my direction; that the Civil Procedure and/or OCGA 9-11-30(e), any changes transcript is a true and correct record of the 8 in form or substance which you desire to make to your testimony shall be entered upon the deposition 5 evidence given upon said proceeding. 9 with a statement of the reasons given for making I further certify that I am not a relative them. To assist you in making any such corrections, 6 or employee or attorney of any party, nor am I 10 please use the form below. If additional pages are financially interested in the outcome of this necessary, please furnish same and attach. 7 action. 11 I have no relationship of interest in this Page _____ Line ______ Change ______________________ 12 8 matter which would disqualify me from maintaining my ____________________________________________________ obligation of impartiality in compliance with the 13 9 Code of Professional Ethics. Reason for change___________________________________ I have no direct contract with any party 14 10 in this action and my compensation is based solely Page _____ Line ______ Change_______________________ on the terms of my subcontractor agreement. 15 11 Nothing in the arrangements made for this ____________________________________________________ 16 proceeding impacts my absolute commitment to serve Reason for change___________________________________ 12 all parties as an impartial officer of the court. 17 13 This the 18th day of January 2018. ____________________________________________________ 14 18 15 Reason for change___________________________________ 16 <%Signature%> 19 Page _____ Line ______ Change_______________________ Sara Epstein, CCR, RPR 20 17 ____________________________________________________ 18 21 19 Reason for change___________________________________ 20 22 21 Page _____ Line ______ Change_______________________ 23 22 ____________________________________________________ 23 24 24 Reason for change___________________________________ 25 25 Page 163 Page 165 1 To: Bryan M. Knight 1 Page _____ Line ______ Change_______________________ 2 Re: JAY PATEL 2 3 Date Errata due back at our offices: 02/26/2018 ____________________________________________________ 3 4 Reason for change___________________________________ 5 Greetings: 4 Page _____ Line ______ Change_______________________ This deposition has been requested for read and sign 5 6 by the deponent. It is the deponent's ____________________________________________________ 6 responsibility to review the transcript, noting any Reason for change___________________________________ 7 changes or corrections on the attached PDF Errata. 7 Page _____ Line ______ Change_______________________ The deponent may fill out the Errata electronically 8 8 or print and fill out manually. ____________________________________________________ Once the Errata is signed by the deponent and 9 Reason for change___________________________________ 9 notarized,please mail it to the offices of Veritext 10 (below). Page _____ Line ______ Change_______________________ 11 10 ____________________________________________________ When the signed Errata is returned to us, we will 12 Reason for change___________________________________ 11 seal and forward to the taking attorney to file with 13 the original transcript. We will also send copies Page _____ Line ______ Change_______________________ 14 12 of the Errata to all ordering parties. ____________________________________________________ 13 If the signed Errata is not returned within the time 15 Reason for change___________________________________ above, the original transcript may be filed with the 16 14 court without the signature of the deponent. Page _____ Line ______ Change_______________________ 15 Please send completed Errata to: 17 ____________________________________________________ 16 Veritext Production Facility 18 17 11539 Park Woods Circle, Suite 302 Reason for change___________________________________ 19 18 Alpharetta, GA 30005 DEPONENT'S SIGNATURE 19 (770) 343-9696 20 __________________________ 20 21 21 Sworn to and subscribed before me this ___ day of 22 22 _________________, _______. 23 23 __________________________________ 24 24 NOTARY PUBLIC 25 25 My Commission Expires:_____________ 42 (Pages 162 - 165) Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [& - 26th] Page 1 & 1201 1:14 3:7 1997 59:15 77:19 78:17,23 & 3:14 4:4 121 2:15 19th 67:11 80:11 90:21 91:1 128 2:16 1b 86:6 92:18,22 94:17 0 12:00 77:12 2 97:1,4,7,14 98:24 02/26/2018 163:3 12:01 89:16 100:2,17 104:17 06 59:15 2 2:8 29:13,17 12th 117:4,10,13 105:11,23 107:16 35:4,9 46:16 1 117:20 118:8 108:17 110:21 58:15,15 75:7 1 2:8 28:17,21 119:24 120:7,13 114:1,12,24,25 141:22,22 156:15 29:6 68:10 86:5 13 2:17 61:18 115:10,19 116:12 2,100 24:25 133:18 63:11 131:15,19 132:21 133:18 2,500 31:11,20 1,000 132:2 131 2:17 134:11 135:15,19 126:6,9 132:9 1,300 134:11,15 133 2:18 136:18 138:3,8 2/8th 106:5,14 1,366.80 136:13 1360 1:13 3:6 139:16 143:22 20,000 74:23 1,500 100:4,11,18 137 2:4 160:12 200 100:6 126:3 100:19 101:4,6 14 2:18 133:10,14 2017 34:2,4 117:4 200,000 77:23 126:8 132:23 133:17 137:21 117:10,13,21 2003 6:1,4 1.3 86:14 14,000 35:21 120:24 121:1,14 2004 6:11,12 1/8th 106:6,14 1400 4:7 121:17 123:12,17 2006 2:8 13:18 10 2:14 4:12 75:21 145 2:19 123:21 129:15,16 22:12 26:12 29:13 109:8,9,10,22 15 1:12 2:19 23:19 130:20 131:6 29:18 40:13 83:17 127:15 161:6 23:19 143:12 132:13,18 134:5 83:24 96:5 100:22 10,000 24:22 40:5 145:21,25 154:1 160:14 101:3,6 136:23 74:23 100:11 15-14-37 161:8,18 2018 1:12 162:13 2008 6:19 7:2,4 100 15:22 18:19 153 2:4 205-328-0480 4:9 9:22 10:16 100:7 126:3 154 2:20 20th 4:6 2010 57:8,20 61:9 102 108:3,5 124:23 157 2:5 2100 3:16 2013 134:21 109 2:14 159 2:21 218 32:10 37:12 2014 134:18 10:00 1:12 43:22 16 2:20 13:23 21st 108:17 2015 134:15 10th 129:20 136:3 146:21 154:20,23 222.15 130:21 160:11 11 2:15 25:9 160 2:22 23.28 35:20 2016 13:7 16:19 121:25 122:5 17 2:21 130:18,18 230,000 95:14 22:13,15 26:5,10 138:3 159:19,24 160:13 233,700 98:25 26:13,20,22 32:19 11539 163:17 170,000 25:9 24 42:23 43:18 32:24 33:3 34:8 1180 3:15 17th 131:23 2557 69:6 72:5 35:25 38:20 39:1 11th 136:23 18 2:22 34:14,20 25th 121:1,14,17 39:6 41:8,9 47:3 12 2:16 36:17 160:5,9 26 26:10,20 92:22 47:13 48:8,13 44:20 48:18 184,500 99:23 97:7,14 135:19 49:4,8 52:23 53:1 128:25 129:4 100:20,25 101:7 138:8 54:8 55:19 57:23 12/1/16 2:19 18th 162:13 26th 67:5 92:18 65:1 67:3,11,15,19 133:11 19 67:3 102:2 105:3 67:22 72:11 73:4 135:15,24 137:2 74:7,15 76:16 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [26th - acting] Page 2 140:6,12 400 126:7 79 1:6 accessing 119:25 28 2:8 123:16 404-228-4822 3:9 7:00 43:21 account 74:5,9,10 28th 107:16 404-962-6403 3:18 7th 101:3 74:12,12,14,19 123:12,19 420 4:6 8 89:12,25 90:7 29 2:8 105:11 430,000 102:13 accounting 104:20 8 2:12 35:4,9 29th 103:23 45 36:12 151:1,8,21 60:11,18,19,22 104:17 105:1,23 5 accounts 88:20,22 82:14,15,24 110:16,21 111:6 89:6 91:15,17 5 2:3,10 31:22,22 800 100:5 106:9 111:10,19 112:6 accrued 17:4 64:10,11,17 126:2 112:11 accurate 161:10 5/31/17 107:20,23 82 2:12 2:17 1:6 accurately 124:8 50 18:18 65:6 9 2nd 143:22 146:18 124:11 125:24 152:2,3 3 9 2:13 75:16 92:12 144:13 500 126:7 92:16 110:13 accusation 95:17 3 2:9 48:16 55:6 52 35:8 140:11 95:20 55:10 60:11,20,21 525 129:21,24 9-11-28 161:7 accuse 94:18 122:17 123:4 531 108:2 9-11-30 164:7 accuses 102:10 3.6 77:23 55 2:9 9/26 53:24 accusing 94:6,13 3/8th 100:11 126:5 57 2:9 90 8:3 90:13 91:7 95:13 99:20 3/8ths 100:7 6 92 2:13 acknowledges 30 1:10 43:16 44:2 6 1:10 2:11 66:13 9th 111:13 114:12 62:4 120:15,15 127:17 66:17 117:24 acquire 10:2 42:13 148:1 164:7 6.8 42:2 78:3 a 93:16 300,000 138:11 60 36:12 103:18 acquired 13:1 140:1 a.m. 1:12 43:21 63 24:21,23 25:1 15:13 21:20 26:12 30005 163:18 46:24,25 89:16 35:12 26:22 31:1 32:18 302 163:17 aahoa 116:2 64 2:10 32:22 45:2 49:11 30309 1:14 3:8,17 aberrations 66 2:11 50:4 55:18 74:16 31st 122:9,15,25 158:23 6:30 121:2,14 92:10 93:9 320,000 102:11 able 123:5 6th 72:11 acquires 62:23 343-9696 163:19 absolute 59:2 7 162:11 acquiring 15:3,4 35202 4:8 7 2:12 71:1,6 abusive 127:10 16:18 101:11 365 157:2 154:24 164:7 148:4,8,10 153:4,7 acquisition 8:12 3:15 160:19 71 2:12 accept 104:8 22:10 25:16 26:7 3rd 129:15 72 103:18 136:21 access 97:12 33:3 35:24 44:15 4 45:11,15 47:12 75,000 39:15 40:1 116:22 117:11,16 4 2:9 57:1,5 59:18 49:3 77:19 83:11 41:14 42:3,17 117:21 118:5,8,15 61:17 76:1,5,9,15 83:15 101:11 76.72 35:19 120:2,14,19 121:3 76:21 119:13,15 155:3 77 36:16,18 121:7,9,10,17 4.4 88:14,18 89:9 acting 7:10 90:10 770 163:19 122:12,15,25 143:5 161:24,25 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [action - appear] Page 3 action 1:5 19:12 68:13 73:17 75:10 ahead 18:12 77:1 116:15,19,23 26:15 28:5 161:14 75:18 76:4 87:10 108:21 144:10 121:22 133:11,18 162:7,10 87:24 90:25 97:13 146:4 147:9 137:1,25 138:17 actions 148:13,15 98:4 99:15,15 157:15 139:3,23 140:2 active 31:6 100:15 101:9 ahold 156:14 142:8,12 143:4 actively 113:4 106:8 126:10 akk 1:6 144:2,18,19 147:3 actual 99:25 138:23 140:19,21 al 1:7 148:8,12,21,24 addition 8:25 142:4 alabama 1:1 2:22 149:12,15 150:1,6 11:14 102:6 agreed 102:20 4:8 51:17,21 74:2 150:15,19 151:18 additional 61:20 103:19 108:9 74:11,15 76:12 151:20,23 152:5 62:14 65:5 77:24 131:9 147:2 107:2,7 108:2 152:10,22 153:7 139:1 152:4 agreement 2:8,10 114:8 119:20 153:10,12 164:10 2:11,13,15 16:8 124:13,23 125:9 amount 23:25 address 17:8 26:19 28:13 29:14 125:12,17 157:23 25:25 31:8 48:14 45:24 104:5 29:18 30:5,10,17 158:2,7,10 159:1 74:22 114:3 132:1 addressed 92:23 30:18 42:6 48:8 160:6,9 134:19 104:4 107:19 50:11 53:10 57:2 alex 116:1 amounts 120:21 addresses 92:7 57:7,11 59:2,8,14 allegedly 117:24 amps 100:6,6,7 addressing 133:21 59:15,18,18 62:3,7 alleges 99:22 106:9 126:1,2,12 adjoining 33:6 62:8,21,23 64:12 alley 161:9,16 analysis 2:18 35:21 65:7 64:15,18,21 65:4 allow 120:19 131:16,21 132:11 adjourn 55:2 65:10,13,18,18,20 122:24 133:1 160:15 65:25 66:11 78:7 allowed 13:9 16:8 announced 9:13 adjourned 160:18 82:16 83:2,13 27:7 118:15 annually 136:13 advance 41:23 84:17 87:25 88:7 alpharetta 163:18 answer 85:17 adverse 152:6 88:15 92:7 95:9 alr 83:25 87:21 123:11 154:16 99:18 102:20 alternative 63:5 145:1 advice 94:20 97:11 103:9 104:20,22 amend 63:3 answers 161:21 advise 123:7 108:16,19,20,25 153:20 162:3 affairs 38:18 109:11,14,23,25 amending 151:24 antenna 23:24 affidavit 71:10 110:1 121:19,21 amendments anybody 20:11,12 affiliated 31:16 131:8 139:1 63:17 23:7 24:5,8,12 afloat 39:22 146:23 150:7,20 american 2:19 29:8 44:5 45:13 agent 70:9 71:24 150:23 151:9,15 20:17 22:5 50:12 50:13,19 111:2 104:8 151:17 152:1,7 62:19 64:23 66:3 115:1 119:23 ago 34:1 88:12 161:14,18 162:10 92:23,24 101:16 126:17 135:23 146:25 148:1 agreements 28:14 101:18,20 102:7,8 anymore 104:1 agree 56:13 59:12 58:21 59:5,7,13 104:24 105:4,15 apologize 11:19 59:25 60:5 61:8 61:2,5,12 62:2,5 105:20 111:5 56:8 65:22 71:13 62:17 66:22 67:1 63:13,17,20,23 112:3,4,11 114:18 appear 140:17 67:11,14,18,21 78:8 115:7,8,11,20 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [appearances - based] Page 4 appearances 3:1 130:11 150:13,23 163:7 b 4:1 asking 25:24 attachment b 1:7,10 2:6 3:11 appears 107:12 113:21 145:18,25 4:12 38:11 68:20 111:24 129:7 asset 4:2 10:22 attachments 2:20 69:2,3 75:8 161:6 133:17 101:17 150:14,18 145:22 161:8,18 apples 25:1,1 assets 16:9 27:16 attention 118:5 bachelor's 5:22 applied 161:19 assigned 138:16 attorney 9:18 back 6:25 12:25 appoint 91:2 161:10 20:14 61:24 64:8 13:25 35:7 46:16 appointed 19:5 assignment 2:10 68:15 69:15 70:16 52:13 55:20 56:17 appoints 61:23 8:15 23:3 27:15 70:18 92:19 140:1 57:21 62:16 63:10 apportionment 49:14,21 50:9 161:17 162:6 75:25 90:16 95:14 89:11,15,25 51:3,12 56:5,25 163:11 96:18 98:25 99:3 appraisal 9:18 57:2,7 59:3 75:22 attorneys 161:23 100:13,14,21,22 appraisals 8:18 83:16,24 84:17,20 attracted 8:10 102:11,22 104:14 appraiser 9:19 164:1 august 129:15 104:18 105:11 approve 93:5 assignments 63:18 130:4 110:12 119:8,11 approved 26:18 assigns 63:14 authenticated 120:23 122:7 27:21 67:7 93:24 assist 164:9 73:12 110:8 127:4 134:21 94:24 assistance 128:1 authority 50:24 137:14 138:2 approving 120:22 assistant 43:4,12 84:23 139:15 144:1 approximately 44:4,12 45:4,5 authorized 51:1 145:13 146:3 25:7 77:23 121:2 117:7 151:11 153:4 157:3 163:3 april 134:5,10,15 associated 22:16 automatically bad 52:19 65:21 136:13 39:2 60:7 161:19 81:21 arbitrarily 63:2 association 35:18 available 33:22 baker 4:4 arbitrary 132:3 35:20 38:11,13 34:15,21 balance 17:3,4 135:2 81:2 average 35:25 bank 8:14 13:18 area 31:22 assuming 79:4 102:21 103:15,17 13:21 15:7,9 argumentative assumption averaging 40:4 49:15,25 50:14 145:3 132:20 awaiting 103:16 74:9,12 84:1 arm's 91:25 92:2,3 at&t 30:20 31:7,13 aware 16:11 18:4 banks 8:24 arrangement 31:21,24 32:1,1,7 22:6 25:12,15 bar 43:8 40:23 57:16 32:13 36:24,25 48:12 49:2 53:16 barred 116:22 arrangements 37:2,4,19 38:4 53:18 55:17 57:22 118:4 41:3 162:11 atc 111:9 64:19,21,25 68:6 bartender 43:9 arrived 101:7 atlanta 1:14 3:8,17 73:25 78:18,20,23 bartenders 43:10 article 4:12 161:6 5:16 6:25 10:22 88:1 92:6 95:1,5 base 50:3 113:13 ascend 17:17,18 14:24 32:11 151:11,15,16,22 based 8:6 22:23 asked 25:19,20 attach 164:10 62:17 75:4 99:7 66:5 80:19 110:16 attached 59:8 100:3 106:6 127:11 130:8,10 109:20 123:13 112:24 116:13 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [based - cam] Page 5 119:10 124:13 124:7,10 132:24 blackrock 15:22 buck 149:12 125:25 126:4 137:12,20 blanche 84:22 bucks 132:15,19 131:1 132:17 believed 160:2 blank 135:11 134:11,15 133:1 140:25 benefit 70:2 88:20 blessed 27:4 building 12:25 162:10 100:8 107:11 blessing 53:15 21:18 24:19 31:3 basement 35:3,6 126:22 board 4:13 44:18 31:7 32:10 118:10 basically 7:10 berkowitz 4:5 161:6 118:16 126:3 39:21 52:12 69:11 best 61:3 106:15 bore 103:5 bunch 142:14 71:8 73:13 89:16 117:19 borrower 17:24 burden 88:21 99:11 115:14 better 82:3 18:21 19:11,22 98:16 126:25 138:15 beyond 62:3 22:5,8,17 39:21 burden's 98:18 basis 74:25 79:18 bidders 27:18 51:16,16,18 53:19 burnt 31:2 80:22 124:16 big 68:10 57:18 business 36:19,20 144:6,15 161:8 bill 2:22 24:21,25 borrower's 25:4 42:22 43:18 92:5 baton 137:5 25:2 31:8,11 32:6 borrowers 7:11 153:12 157:9 bc35 72:20 37:5 40:25 47:5,8 boss 118:22 buy 7:17,21 156:3 bearden 97:10 91:13 97:20 100:8 bought 38:24 buyer 155:19,20 116:25 122:6,10 106:5 118:4 132:8 40:12 90:9 buying 7:7,9 74:8 122:18 123:3 160:6,10 bound 62:6 90:19 151:2 billed 106:17 branch 63:5 64:3 c bearden's 122:23 107:8 108:5 branded 36:10 c 59:8,12,12 63:11 bearman 4:4 114:10 breach 151:19 161:7 becoming 41:8 billing 2:16 107:10 152:7 calculate 100:20 behalf 3:2,11 4:2 107:12 108:3 breached 121:18 calculated 99:1 11:2 51:25 83:6 124:23 127:9,22 150:1,6,19,22 100:2 110:3 111:3 115:1 129:1,7,15 159:5 break 34:16 46:20 calculates 125:17 115:7 118:24 billings 89:5 46:22,23 54:24 calculation 99:10 120:23 154:5 billion 15:22 77:5,9,11 108:11 caldwell 4:4 behooves 126:23 bills 25:21,25 108:12 145:7,13 calendar 136:1 belief 50:3 65:16 31:20 38:21 39:2 145:14 157:11 call 7:24 13:4 94:16,17 113:13 40:2,8 74:1 75:5 159:14,16 45:21 55:11 73:16 116:14 122:23 118:20 119:15 breakfast 43:22 75:22 112:17 125:22 124:13 125:9 breaking 76:25 118:22 156:13 believe 17:18 23:4 131:5 147:5 bridge 46:3 158:20 49:6 50:20,23 birmingham 4:8 briefly 56:25 called 88:14 91:8 53:6 54:21 58:5 13:1 43:3 45:19 62:16 73:9 108:10 111:1 64:22 65:12,24 76:12 108:18 brother 24:23 158:2 66:18 78:16 80:3 117:2 bryan 3:3 54:13 calls 85:16 87:16 94:2 98:14 104:18 bit 49:7 136:22 76:24 82:18 97:9 87:20 93:18 116:1 119:3,10,11 145:10 143:15 145:7,17 cam 38:2 120:9,11 122:21 163:1 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [capacity - communicate] Page 6 capacity 50:17 cellphone 11:18 checks 135:3,7 26:1 27:25 41:7 90:10 126:15 30:18 32:14 45:21 chef 43:8 47:2 52:24,25 capital 6:6,7 9:8 center 35:7 chefs 43:9 53:1,3,5,7,10,18 39:7,14,17 41:14 centers 8:5 chelsea 46:3 53:19,21,23,24,25 42:9,17 central 33:16 chicago 13:19 15:8 54:7,23 55:5 58:4 caption 162:3 certain 7:16 13:2 15:10 49:25 50:14 58:11 64:24 67:25 carlyle 15:21 39:7 68:25 85:6 84:1 73:4,25 76:16,17 carolina 68:13 86:12 88:19,20,21 chief 43:8 88:18,25 89:4,16 carrier 38:4 68:4 153:18 160:11 choice 17:17,18 89:17 90:13 91:5 carriers 37:18 certainly 49:8 chose 142:17 91:8,14,20 38:6 95:21 96:1 118:1 circle 163:17 cloud 156:25 carte 84:22 119:8 124:19 circumstances 157:1 carved 50:11 135:7 154:17 136:17 code 161:13 162:9 case 11:9 12:5 certificate 162:1 civil 1:5 164:7 collateral 17:6,7 17:10,12 19:19 certified 161:9,22 claiming 107:2 17:10,25 19:16 22:17 27:2 28:9 certify 162:2,5 140:9 28:8 41:19 57:18 28:23 39:24 51:24 164:2 claims 52:6 54:9 77:19,21 58:16 62:19 77:20 chain 111:13 103:12 150:14,18 collect 141:8 84:8 128:7 129:5 122:18 154:10 157:18 collected 152:23 129:7 154:6,11 chairs 149:13 159:10 collecting 152:16 155:8 157:19 chance 46:19 73:9 clarification 96:21 collection 2:13 161:8,8,19 146:2 clear 21:8 28:25 92:13,17 cash 86:7,7 change 164:11,13 49:7 73:22 87:10 college 5:18 6:5 categories 157:5 164:14,16,18,19 97:23 114:20 colloquies 161:21 category 155:1 164:21,22,24 115:15,18 126:10 162:3 156:19 165:1,3,4,6,7,9,10 127:6 come 16:21 44:17 cause 40:17 165:12,13,15,16 clearly 54:7 70:15 98:24 causing 114:10 165:18 client 51:8 120:19 120:12 132:5 caveat 34:17 changed 91:15 122:20 145:10 coming 119:17 ccr 1:15 162:16 changeover 33:18 clock 40:13 commencing cease 59:22 changes 161:22 close 21:7,10 59:19 ceased 60:1 163:7 164:4,5,7 33:19 48:2,6 commission cell 21:17 23:19 charge 108:7 69:17 165:25 31:6 35:15 37:14 charged 75:3,3 closed 21:15 26:4 commitment 69:6 64:3 96:5,12 charges 40:5 47:7 26:7,19 30:25 70:21 71:23 100:4 106:11 47:10,16 83:10,14 33:8,14 54:5 162:11 124:16 125:13 84:6 102:14 57:22 67:5 68:3 common 69:24 126:6 132:6 charging 106:25 77:18 89:2 commonly 13:2 144:23 check 134:3,8 closer 53:9 126:8 communicate cellco 1:7 3:11 135:11 143:21 closing 22:9 23:8 45:17 139:14 24:6,10,14 25:16 143:5 156:10,11 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [communicated - correct] Page 7 communicated concern 147:1 consumer 32:3 convention 116:3 120:3 143:2 concerned 119:19 consummate 62:1 conversation communication concerning 111:20 consumption 22:2 80:17 30:18 47:9 48:1 111:22 31:9 32:3 88:2 conversations 57:7 80:5 110:24 conclusion 85:16 103:12 104:12,16 11:25 116:6 139:23 87:3,16,21 93:18 105:25 106:24 conversion 96:14 communications conclusions 87:1 118:25 121:20 converted 33:16 21:13 79:8,14 condition 8:19 124:8,11,14 118:19 80:14 81:6 111:22 conditions 105:6 125:15,24 131:5 convey 68:12 111:25 112:25 condo 33:6 80:18 134:2,5,23 135:10 73:23 114:13,21,25 81:1 141:23,25 152:11 conveyance 68:18 115:6,11 116:10 condominium contact 8:5,6 conveyed 49:23 116:13 155:2 35:18 38:11,13 40:21 64:4 78:11 66:23 86:15 87:13 156:16 157:4 condominiums 115:4 95:2 115:25 companies 7:17 35:17 contacted 161:16 copied 102:8 9:23 10:10 30:8 conduct 119:11 contained 84:13 151:6 30:16 conference 137:13 contend 151:18 copies 61:2 108:1 company 7:16 confidentiality contends 84:5 163:11 9:22,24 10:6 16:7 108:20,24 content 146:17 copy 134:3 143:14 13:13 24:24 31:14 confirm 123:22 contention 105:10 corporate 89:6 31:15 37:1 71:25 confirmed 28:25 110:20 104:7 150:3,9 74:2,9 134:25 continued 4:1 corporation 69:6 compensation confusing 128:1 153:23 157:16 71:24 161:14 162:10 142:14 continuing 118:3 correct 6:21,23 complaint 123:11 connecticut 6:6 144:22 7:3,12,18 8:21 151:23,24 153:20 connection 53:5 contract 18:10 10:4,17 11:10 complete 34:11 114:7 21:1 26:17 81:24 14:10,18 15:1,16 61:1 161:10,21 consent 49:16,24 161:13 162:9 15:19 17:21 18:5 completed 163:15 50:6 53:17 54:2,6 contractor 118:13 19:17 20:1,21 completely 25:2 57:19 118:23 22:19,22 23:6 102:23 consented 49:20 contracts 161:8 25:16,23 26:6,25 compliance 161:5 consider 42:21 contractual 83:19 27:3,6,9 28:2,6,11 161:13 162:8 consideration 149:25 29:3,4 31:3,15 complicated 52:19 51:18 52:11 contributing 32:8,20,21,25 33:1 comply 149:17 consolidated 99:9 40:18 34:9 38:7,15,16 comprised 109:22 107:7 contribution 39:9,11,23,25 concealed 150:24 constitutes 61:23 41:17 42:9 42:14,20 45:12 concept 107:6 construct 36:6 contributions 48:9,10 51:3,23 108:9 124:12,17 construction 33:7 42:17 52:2,14 53:2,16 159:4 33:11,20 controls 35:19 54:11 55:13,19,20 56:10 57:9,10,12 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [correct - deason] Page 8 57:16,17,23 58:18 112:1,8 113:22,24 120:22 122:1,6 cut 63:6 87:7 58:25 59:15,16 117:2,3 119:9 129:6 132:22 140:22 145:4 60:4,9,10 61:1,15 120:25 123:8 133:19 136:6,6,24 cutoff 127:9 63:9,23,24 64:19 125:7 129:9,17 139:15,19 151:7 cv 1:6 66:12,20,25 67:3,5 131:22 132:15,19 161:2 cycle 127:10,22 67:12,13,20,23 132:23 133:2,19 counsel's 117:23 d 68:7,8,14,15,21,25 133:20,22,23 counter 48:22 d 1:7 2:1 3:11 69:1,7,8,16,18,19 134:9,13,17 135:8 counting 150:23 44:25 60:17,22 69:22,23,25 70:1 136:11,14,16 county 68:13 damage 132:10 70:13 71:12 72:11 137:2,3,21 138:9 76:10 162:2 damages 2:17 72:12,16,18,19 138:13,17,18,22 couple 34:21 41:21 131:16,21 73:1,2,5,14,15,18 138:25 139:2,5 43:11 75:8 77:1 133:1 73:24 74:18 75:12 142:3,7 146:7,9 88:9,12 134:7 damn 144:19 75:13,14,19,20,23 147:6 152:8 154:2 157:22 danbury 6:5 75:24 76:6,7,11,22 155:4 158:1 160:3 course 8:17 10:21 data 16:15,21,25 76:23 77:16 79:4 160:12 161:21 12:11 17:11,22 18:3 79:5,6,10,11,13,16 162:4 court 1:1 4:13,15 19:7 82:7,12,25 83:4,5 corrections 163:7 26:18 27:1,4,7,20 date 56:10 59:20 83:7,8 84:3,7 164:9 27:21 91:2 137:13 63:15 72:10 89:17 86:12,13,18,19,22 correctly 15:6 161:6,22 162:12 90:6 91:5,7,8 94:9 89:3,14,18,22,23 25:20 26:21 58:24 163:14 101:6 113:14 90:1,2,14,15,22 61:6 62:9 72:1 courthouse 27:11 117:16 127:21,22 91:2,3 92:11,19,20 89:13 94:11 courts 27:12 131:24 134:10 92:25 93:1,13,14 106:21 108:6 covenant 48:17,21 163:3 93:25 94:3,12,14 124:6,25 158:5 cover 55:4 133:6 dated 2:19 57:8 94:15,24 95:3,4,7 correlation 34:19 covered 129:16 92:22 105:3 95:11,12,15 96:4 correspondence cox 78:13 108:17 133:11 96:24,25,25 97:8 18:21 47:20 created 45:7 dates 127:9,9 97:16,19 98:1,2,6 139:20 cured 74:3 daughter 12:22 98:7,12 99:16,17 corroborate current 17:3 55:24 day 43:19 120:15 99:23,24 100:18 154:16 81:24 122:18 145:3 101:8,14,15,19 cost 89:10 90:5 currently 43:15 162:13 165:21 102:4,5,8,9,11,12 103:5 65:25 66:9 days 36:12 43:19 102:14,15 103:2 costs 77:24 89:20 customer 140:20 90:13 91:7 120:15 103:10,21,23,24 counsel 2:16 3:1 140:22 141:4,5 deal 48:5 91:25 104:1,2,6,14,15,23 4:15 11:19,25 142:5 92:3,3 104:24 105:9,13 12:1 48:4 94:21 customers 59:21 dealing 78:14 106:20 107:14 94:23 97:11 61:20 62:2,14 dealings 149:2,6 108:9 109:16 108:19 109:15 65:5 66:5 89:6 deason 44:23 45:1 110:14,24 111:14 111:10,15,24 133:25 135:13,21 45:10,14 46:5,9 111:16,17,25 112:3,5,5 120:13 152:4 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [december - document] Page 9 december 111:13 152:21 108:22 153:21 direction 121:11 113:7 114:1,12 degrees 5:21 160:16,18 163:5 162:4 117:24 130:16 delete 157:6 164:8 directly 23:12 133:18 deliver 139:17 deposits 58:22 31:24 37:24 38:1 decided 33:19 delivered 61:1 depth 11:24 44:5 106:17 147:15 delk 30:24 36:25 description 2:7 144:15 decides 63:2 demand 56:23 17:19 73:14 disclosure 4:14 deciding 8:11 97:8,14 108:7 designated 29:1 157:19 161:6 decision 41:24 110:13 114:11 desire 164:8 disclosures 161:2 42:4 120:23 124:14 detailing 105:25 161:3,5,15 deck 32:12 80:19 142:9,10 151:8 determine 156:2 discount 10:23 81:25 demanded 138:11 determined 91:5 161:20 dedicated 126:5 140:1,3 161:14 discounts 161:19 deed 2:11 66:14,18 demands 96:7,24 detrimental 40:16 discrepancy 67:10 68:10 70:5 97:1,7 52:15 62:25 107:19 114:10 72:8 109:23 denied 117:11 development 7:1 discussed 146:19 deeds 27:13 118:8 121:3,7,9 device 131:2 discussion 81:14 deemed 59:24 122:11,15 143:5 difference 124:24 discussions 11:22 deeply 58:13 denny 20:14 21:4 126:11 158:21 79:17 82:1 default 17:4 19:2 23:11 53:11 69:13 different 67:6 dispute 113:11 20:16 61:3,10 69:14 84:19 102:23 117:12 121:4 94:7 99:21 105:5 deny 121:16 104:4 114:4,5 122:14 123:15,20 defendant 148:22 123:23 130:25 142:14 123:25 124:4 defendants 1:8 denying 117:16 difficult 142:17 134:22 136:15 28:17,21 29:13 department 43:6 digesting 20:4 138:19 158:25 55:6,10 57:1,5 depending 10:11 diligence 8:11 159:1 64:11 66:13,17 10:20 9:16,20 13:9 19:9 disqualification 71:1 82:15 92:12 depends 8:22,24 19:10,11 25:13 161:7 109:10 121:25 9:14,17,19 17:11 30:1 155:3,17,22 disqualify 161:12 128:25 131:15 43:1 156:12 155:24 156:5 162:8 133:10 145:21 deponent 163:6,7 diminished 41:20 district 1:1,1 154:20 159:19 163:8,14 direct 7:22 31:23 dive 58:13 160:5 deponent's 163:6 34:18 68:1 89:5 division 1:2 define 148:10 165:19 102:18,21 103:1 document 2:20,21 defined 152:4 deposing 10:24 106:15 114:7 8:22 22:25 23:3,5 defines 59:7 deposit 74:20 75:1 116:18 125:4 29:20 50:25 51:6 definitely 37:4 75:4 129:18,25 144:13 51:7,7 56:19 40:17 135:21 deposition 1:10 158:8,22 161:13 57:21 62:18 64:14 139:16 143:17 2:8 11:5,16 12:17 162:9 66:23 73:7,12 definition 49:18 28:18,22 29:17 directed 120:6 83:17,24 84:5 97:20 152:19,20 76:1,5,9,15,22 130:7 141:2,6,10 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [document - evening] Page 10 154:21,24 159:20 65:2 80:1 82:19 electrical 22:2 entering 53:12 159:25 160:1 112:17 114:18 99:21,23 101:1 131:8 documenting 116:10,11,13 105:8 126:11 entire 52:4 48:13 120:13 122:1,5,10 141:15 152:11 entities 10:2 56:1 documents 8:17 122:18,19,20 electrician 158:17 entitled 49:17 11:8,11,15 12:1,4 143:9 145:7,18,19 electricity 100:8 65:12 66:9,10 12:6 18:24 19:20 145:22,25 146:5 120:16 124:18 104:18 138:15,24 20:5,13,24 27:14 146:16,17 151:5,6 135:10 136:10 151:25 54:14 60:13 84:14 156:11,14 164:7,7 158:3 entity 37:10,10 84:14,19 154:4,6 earlier 15:7 49:7 electronic 143:13 environmentals 154:18 155:1,2,6 55:16 59:14 62:17 146:19 8:18 155:10,12,17 66:19 72:8 86:20 electronically epstein 1:15 156:15,18,19,23 98:11 109:24 163:7 162:16 doing 7:5 10:15 132:22 139:3 employee 162:6 equipment 21:24 33:10 34:20 36:16 147:2 148:3 152:9 encapsulated 23:20,25 24:1,2 48:24 159:25 54:10 35:15 68:2 113:2 dollars 133:2 earliest 91:6 enclosed 134:3 129:20 domain 46:1,6 early 6:12 113:7 encumbrances equipment's 56:2 donelson 4:4 122:9 68:19 56:17 double 143:21 easement 2:9 57:2 endorsed 135:7 equity 13:8,12 downtown 32:11 57:7,18 60:7 70:7 ends 72:5 15:18 50:20 drafted 129:10 122:13 156:17 energy 24:20 errata 163:3,7,7,8 133:24 easements 59:19 enforceable 51:6 163:10,12,13,15 drive 156:25 59:22,23 engineer 121:3 164:1 dropbox 84:9 easier 156:13 enjoy 48:24 errors 158:23 107:14 128:9 eat 77:1 enjoyment 48:17 esq 3:3,13 4:3 due 8:10 9:16,20 economics 5:20,22 48:21 85:10,12 essence 139:23,24 19:9,10,11 25:13 economy 6:22 enriched 96:6 essentially 115:24 30:1 58:23 59:4 effect 40:16 158:9 144:23 152:10 established 74:14 81:15 94:9 101:2 effective 59:20 enrichment estate 7:1,5,14 105:7 138:12 63:15 72:10 152:15,18 48:25 144:14 150:24 eight 32:12 34:11 ensure 21:8 estimate 126:9 155:3,16,22,23 35:1,2 enter 62:5 102:19 132:12 156:4 163:3 either 31:17 45:9 118:10 120:2 estimated 100:19 duly 5:2 88:2 101:13 entered 26:16 101:3 132:13,23 duration 62:3 142:20 28:14 30:5,9 et 1:7 duty 149:21 elapsed 118:1,3 51:15 53:10 62:20 ethics 161:13 e electric 97:20 78:7,9 83:3 87:25 162:9 130:22 157:24 88:3 102:19 evades 32:14 e 2:1,6,15,19 5:10 158:13 108:22 109:25 evening 122:9 5:10 14:8 44:25 131:7 164:8 45:22,23,24 46:5 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [event - find] Page 11 event 59:21 123:4 63:11 64:10,11,17 extremely 23:18 federal 164:7 123:5 66:13,17 68:20 f fee 15:5 21:23 26:8 everything's 36:22 69:2,3 71:1,6,18 26:18 28:7 32:1 face 46:2 120:12 46:15 76:1,5,9,15,21 32:23 40:22 41:3 facility 163:16 evidence 123:7 82:13,15,24 92:12 41:8 42:13 47:4 fact 61:24 155:14 162:5 92:16 109:9,10,22 47:12,15 48:3,6 factor 40:18 exact 115:23 110:13 121:25 49:11 54:22 55:18 facts 95:19 150:17 exactly 7:4 31:8 122:5 128:25 55:25 56:1,18 150:21 115:19 129:4 131:15,19 62:22 63:1 68:23 fail 8:23 examination 5:4 133:10,14,17 69:21 74:16 75:13 failed 13:19 105:6 46:24 77:12 137:18,21 140:10 76:19 81:9,24 139:19 108:13 137:8 140:11 145:21 84:21 141:9 failing 105:7 145:15 153:23 154:20,23 159:19 fees 17:5 120:17 failure 40:16 157:16 159:17 159:24 160:5,9 field 121:2 41:21 42:2 94:7 examinations 2:2 exhibits 107:22 figure 139:24 99:21 149:17 examined 5:2 161:22,23,24 142:16 144:21 fair 16:14 18:2 example 87:6 exist 155:7 156:20 145:5 153:17,17 22:12 27:23 30:14 107:18 existing 58:21 file 1:5 2:12 8:20 30:14 38:9 41:5,6 excel 16:25 59:5,7 61:2,5 9:2 51:1 71:2,8 41:11,17,25 42:19 exception 12:10 63:13,16,20 72:3 101:12 45:9 49:11 53:15 76:6 104:19 expenditures 9:8 163:11 61:12 82:6,8 138:25 expense 25:8 filed 26:14 91:1 98:10 112:7 exceptions 68:19 89:10,20 95:22 123:1 148:18 119:16 73:17 75:11 86:12 96:1,2,10 97:18 151:23 163:13 fall 10:5 137:14 86:17,21 152:18,18 files 8:13,24 18:11 false 79:17 99:16 excess 74:23 expenses 24:16 18:15,16 19:18 149:16 exchange 2:15,19 39:8 90:6 102:23 20:19 84:15 familiar 29:20 122:1,5 145:22 103:20 155:18,21,22,24 48:17 57:11 64:18 excluded 86:22 experience 100:3 156:1,4 73:8 executed 67:2,10 126:1 132:7,17 filing 122:22 family 14:11 134:8 experiencing fill 163:7,8 far 70:5 87:3 99:3 executive 43:8 41:16 final 103:16 106:21 119:19 exercising 19:14 expert 159:7 111:12 faster 145:2 exhibit 2:8,8,9,9 experts 157:22 finance 6:7,16 father 46:12,13 2:10,11,12,12,13 expiration 56:10 financial 156:8 fdic 7:8 13:20 2:14,15,16,17,18 expire 55:24 161:7 15:12 16:4,14 2:19,20,21,22 expires 165:25 financially 162:6 49:25 50:16 28:17,21 29:6,13 explanation 25:3 find 9:2 128:23 february 57:8,20 29:17 46:16 55:6 25:22 118:15,18 151:7 153:14 61:9 113:15 55:10,11 57:1,5 extent 85:16 87:15 156:23 123:12,16,19,21 58:11 59:8,12,12 91:4 93:17 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [fine - goes] Page 12 fine 12:19 64:9 follow 56:7 107:4 fulton 162:2 give 17:5,7 37:10 77:7 109:3 145:4 110:10 137:6,16 functions 81:23 52:21 85:11 finish 87:17 145:2 157:14 fund 38:24 39:15 118:14,22 119:22 firm 13:8 15:18,23 following 63:21 42:3 74:3 144:19 159:9 161:1,15 86:16 111:19 furnish 164:10 given 84:1 162:5 firms 37:22 161:1,4 164:5 further 10:21 164:9 first 5:2 7:7 13:5 follows 5:3 120:19 162:5 gives 83:13,18 14:7 16:17 17:6 foot 35:21 furthermore 84:5 18:3 29:25 30:15 foreclosure 8:6 135:12 giving 54:8 145:10 30:17,24 35:4 51:22 g 145:18 64:20 68:9,17 foregoing 59:21 global 15:21 g 79:25 71:9 88:8 92:21 162:2 gm 43:25 44:3,8 ga 1:14 3:8,17 92:21 93:8 94:6 forget 32:18 44:12,14,21 45:1,4 163:18 97:5,8,14 129:14 form 7:16 10:10 45:6 117:5,7 gain 125:14 155:1 164:8,10 go 5:18 7:20 8:11 gale 79:25 fitness 35:7 formed 9:22 13:10 9:2,6,12 10:20 game 142:11 five 22:17 31:7 14:1 117:7 16:5,8 23:13 149:13 40:21 46:22 47:3 former 61:14 36:14 37:12 45:19 gap 124:24 47:14 49:23,24 97:11 122:6 46:16 49:10 51:10 gayle 79:21 50:4,23 51:10,19 forms 161:6 56:13 58:15 59:6 ge 6:6,8 51:25 52:1,11,22 forth 68:19 60:11 61:17 63:10 gene 158:14 54:1 57:15 58:17 forward 8:12 64:1 68:16 69:2 general 18:24 59:23 60:16,24 70:18 122:8 70:16 71:14 75:7 23:10 43:4,5,11,12 61:8 77:25 78:5,8 144:15 163:11 75:15,21,25 86:14 44:4 52:5 80:17 78:9,11,25 79:8,9 forwarded 122:19 88:17 94:5 99:3 81:12,15,21 120:8 82:10 84:2 92:10 found 53:8 155:11 100:13,13 102:1 120:10 156:4 95:6 98:5 101:13 foundation 65:15 102:22 103:22 159:5 108:17 109:25 94:17 95:16 104:25 105:17 generally 9:19 117:25 118:2,2 four 6:18 39:18 108:21 111:12 10:11 43:21 134:11,16,23 fourth 34:4 118:21 122:17 146:18 135:4 136:9 franchise 17:16 130:23 132:4 generated 17:24 154:14 157:10 fraud 150:24 134:6,6,14 136:2 160:1 159:14 free 96:12 144:25 136:22 137:5 gentlemen 111:19 flip 122:7 freeman 158:14 139:14 144:10,15 geographic 10:18 floor 34:14 35:4 frequent 79:18 144:23 145:3,5 georgia 4:13 14:2 35:11,13,14 friends 14:14 146:4 147:9 154:3 14:25 24:24 30:25 floors 34:11,12,12 frivolously 33:7 154:18 157:3,11 78:16 161:5,9 34:24 35:4,5,9 front 46:17 157:15 162:1 flow 33:17 83:19 full 5:6 54:8 61:24 goes 22:20 55:20 getting 68:23 folks 9:16 45:18 94:6 106:4 59:1 107:16 70:12 108:4 102:7 115:7 119:11 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [going - hotel's] Page 13 going 9:11 11:1,21 15:22,24 16:13 117:20 136:17 47:14 58:17 20:5,20 26:11 19:19 50:1,20,21 happening 117:12 108:18 136:9 28:20,24 29:16 grow 5:14,14 happens 8:1 20:24 hotel 2:21 8:1 13:3 31:23 36:8,14,15 guarantees 8:15 happy 106:2 13:4,6 15:3,14 37:13 42:8,12,18 guarantor 17:8 128:23 16:12,18 17:10,14 46:19 55:9 56:22 guaranty 71:25 hard 156:25 17:15,17,18,20 62:16 63:3 66:16 guess 31:4 51:11 hardcopy 143:14 18:4,7 21:20,23,24 68:24 70:9 71:5 51:21 55:21 57:14 he'll 70:18 158:17 23:13 24:17,18,21 76:19 77:2 85:15 63:24 123:9 160:17 24:23 25:8 26:2,9 88:19 90:11,13 136:20 149:24 head 43:6 28:9 30:19 31:10 92:16 96:21 100:8 153:9 heading 63:8 32:19,20,23,24 103:13 108:15 guessed 100:17 headway 123:6 33:3,4,9,11,12,14 109:4,7,8 110:7,8 guest 34:12 35:5 hear 137:10 33:19 34:7,23,24 110:12 114:3 guests 33:14,18 heard 125:7 35:17,19 36:7,10 115:12 119:8,19 35:10 height 70:6 38:21 39:2 40:16 122:4 126:2 133:7 guys 32:5 98:16 held 13:13 44:21 40:18,23 41:4,9,19 134:21 136:20 108:23 109:1 49:15 42:13,19,21,23,25 137:4,14 144:1 118:9 129:24 help 9:16 21:3,10 43:1,2,15,18 44:15 145:9,12,24 144:22,25 137:18 45:2,8,11,15 46:13 147:11,14,19,21 h helped 99:4 47:5,15 48:14 147:23,25 153:25 hey 63:2 145:6,17 49:3,11 55:5,18 h 2:6 5:10 14:8 156:3 157:13 high 5:16 24:17 60:8 64:2 66:24 79:24 goldman 6:15,17 25:21 67:12,15,19,22,25 hahn 2:4,5 4:3 16:2 highland 17:18 68:14 69:21 70:22 77:10 109:3 137:7 good 8:24 14:13 hike 139:24 72:25 74:6,11 137:9,12,17,19 16:6 24:19 36:23 hire 21:2,9 75:5 76:20 77:20 143:8,11,15,20,23 76:25 77:8,10 historical 66:6 79:3 81:9 83:11 143:25 145:9,20 145:10 153:12 116:17 83:15 89:22 95:2 146:1 147:18,24 google 157:1 history 75:5 97:25 100:5 157:13,17 gotcha 13:24 hit 114:9 101:11 105:25 hand 29:16 55:9 graduating 6:3 hits 125:4 106:11 113:9 66:16 112:18 grand 126:6 hold 73:19 107:21 115:21 117:5 143:11 grant 51:4 107:24 126:12 118:7 119:1,13,16 handed 82:23 granted 51:25,25 146:16 119:23 121:3,6,7 109:15 57:18 holder 91:23 121:13,17 124:1 handing 64:14 greater 10:23 holding 9:24 124:14,20 131:6 handle 46:7 48:2 132:16 holiday 31:1,13 132:7 155:3 156:3 handling 28:1 greetings 163:5 36:24 159:20 160:3,10 hands 9:1 ground 137:15 hope 46:15 hotel's 114:9 happen 115:13 group 6:16 13:14 hospitality 8:4 121:10 126:5 happened 39:6 13:20,22 15:12,17 22:18 40:22 47:4 78:4 113:19 116:7 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [hotels - invoiced] Page 14 hotels 37:11 62:23 immediate 9:8 113:9 115:21 insurance 39:20 hour 46:19 124:13 impacts 162:11 117:5 119:23 69:12,20 70:2 124:22 impartial 162:12 121:4,6,14 124:1 insure 70:4 hourly 43:13 impartiality 131:6 155:4 156:3 insured 72:23 hours 42:22,23 161:12 162:8 159:20 160:3,11 insurer 70:9 43:18,18,20,23 important 34:17 indigo's 42:21,25 intend 59:2 77:1 107:8 40:11 90:7 indirectly 30:16 intended 113:1 house 35:7 43:5 inception 100:21 individually 30:15 intensive 126:21 housekeeper 43:7 included 18:19 infer 131:9 intent 42:15 89:7 housekeepers 43:7 27:15 39:10 inference 131:11 interest 15:5 17:2 housekeeping includes 106:11 information 16:4 17:4,5 26:18 28:22 including 19:20 17:2,22 20:3,4 35:23 42:13 48:3 hundred 15:15 58:21 63:20 29:9 70:12 127:12 50:2 51:5 56:18 95:8 96:11 124:15 income 17:23 22:4 informed 94:21 58:20 60:3,8 hurry 96:9 22:7,15 37:15 inhouse 9:20 63:16 86:6,6 hvac 33:15,16,20 51:2 53:14 95:24 initial 157:19 93:10 161:7,11 i 96:11 initially 20:15 162:7 incoming 94:22 initials 12:21 interested 13:5 idea 17:20 130:19 100:6 injunction 122:22 16:10 18:14 162:6 identification incorrect 138:21 123:1 interfered 144:16 28:18 29:14 55:7 incorrectly 159:2 inn 31:1,13 36:25 interference 49:1 57:3 64:12 66:14 incurring 125:14 inquiry 7:22,23 intermediary 71:3 82:17 92:14 indebtedness 78:2 inspection 9:7 149:21 153:13 109:12 122:2 indicate 140:8 67:24 internal 133:3 129:2 131:17 indicates 138:6 install 99:21 103:1 156:8 133:12 145:23 indigo 2:21 13:3,4 106:15 113:5 introduce 115:5 154:21 159:21 13:6 15:3,14 116:18 117:25 inure 88:19 160:7 16:12,18 18:4,8 118:2 130:13,15 investigate 25:17 identified 16:16 21:20 23:14 26:2 141:16,18 investing 7:1 18:13 75:19 76:5 26:9 28:9 30:19 installed 102:18 investment 1:3 7:5 identify 16:17,21 32:19,23 34:25 106:19 113:2,2,16 10:25 14:1 92:9 17:9 148:15 36:10 38:22 39:3 123:12,16,18,21 98:8 157:23 40:23 41:4 43:15 123:25 125:4,23 investments 8:8 identifying 7:20 45:8 48:14 49:3 144:8,12 38:9,10,15 55:22 ignored 97:9 55:18 60:8 66:24 installing 113:8,8 129:23 130:3 101:22,25 127:11 67:12,15,19,22 146:19 150:4 152:6 130:11 139:4,12 68:14 69:21 70:22 instance 86:5 investors 10:11 ignoring 140:18 72:25 74:6,11 instituted 90:17 invoice 36:25 37:2 142:9 75:5 76:20 77:20 instructed 126:17 105:24 134:24 ii 4:2 101:17 81:9 83:11,15 instructions invoiced 37:6 illegally 49:19 89:22 95:2 105:25 119:23 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [involved - lease] Page 15 involved 10:14 k 76:25 78:4 82:5,9 143:10,13,18,21 38:2 48:5 103:25 k 14:8 79:24 85:17,18,23 86:5 143:24 145:24 irrevocably 61:23 kahn 79:21 80:6 87:3,21 97:22,24 153:24 154:22 issue 33:6 40:25 80:15,19 81:17 98:7,15 100:4,15 157:10 159:14,22 50:14,17,21 90:12 keep 8:23 40:11 111:4 112:2 160:8,15 112:18 123:6 128:17 145:9 113:19 115:3 l 125:3 149:11 121:13 123:18 l 5:10 80:1 issued 71:24 72:14 keeping 39:21 124:19 125:3,18 labeled 17:17 issues 9:9 86:8 keeps 153:10 125:20,25 126:7 labor 126:21 112:21 114:14 kept 157:7 127:9,21,25 laborless 130:25 115:2,21 120:16 kick 9:11 128:21,21 131:1,3 lack 40:14 it'll 17:1,5 kicking 156:2 132:6 134:8,21 ladies 111:18 item 25:5 kilowatt 107:8,9 135:5,20 142:13 lady 44:23 64:22 items 89:9,19,20 108:10 124:13,22 143:1 148:16 lakeside 5:16 90:5 91:4 kilowatts 108:3 149:22 150:2 landlord 56:18 j kim 121:3 151:5,18 152:22 large 23:18 kind 6:3 10:18 153:2,3,16,17 j 5:10,10 12:22 late 17:5 34:2 55:4 107:17 122:7 154:15 158:18 january 1:12 latest 122:24 kingston 37:11 knowledge 61:3 113:14 130:2,16 laundry 35:8 43:6 kipton 37:10 78:1 98:4 101:10 130:18,20 162:13 law 51:21 119:21 knew 16:3,12 111:11 135:4 jay 1:10 5:1,8,11 161:5 17:14 22:4,15 154:9 45:25 163:2 lawful 61:24 24:17 31:8 32:2 known 19:8 52:7,9 jeff 78:12,13,13 lawsuit 117:1 49:12,17 53:12,24 52:10 54:9 68:1 jefferson 2:12 148:17,18,22 54:4 132:16 155:7 124:12 130:20 58:8 69:5,9 70:21 leap 32:15 37:21 156:20 134:1,4 71:2,7,11,24 76:4 lease 2:8,9 12:10 76:8,10 knight 3:3,4 11:21 kohler 2:3,4 3:13 12:12,13,14,18 46:18 82:21 85:15 5:5 11:23 28:19 jobs 6:3 18:22,22 19:25,25 85:22 86:3 87:15 29:15 46:21 47:1 johnson 3:4 21:16,17,22 22:1,3 87:20 93:17 97:9 54:13,17 55:8 111:16 22:4,7,16,21 23:8 108:1,15 109:4,19 57:4 64:13 66:15 joining 79:18 23:9 24:6,10 111:15 143:17 71:4 76:24 77:4,8 judge 148:23 29:14,18 30:5,9 145:6,12,17 77:14 82:13,18,22 julian 158:12 31:12,14 32:13 147:17,20 159:15 85:19,24 86:10 july 101:3,5 46:17 47:19,22 160:17 163:1 87:17,18,23 92:15 129:16 160:4 48:16,23 49:9 know 14:1 17:15 93:20 96:20 june 13:22 22:12 55:7,12,16,16,17 41:3 43:10,14,22 108:11 109:2,6,13 22:14 26:5,11,22 55:21,24,24 56:5 44:21 47:9 53:7 109:18,21 110:7 32:19 38:23 39:1 58:4,5 61:11 54:18 55:15 56:4 110:11 122:3 39:6,15 41:7,13 62:21 63:16 70:6 58:6 66:1,9 67:6 129:3 131:18 47:2,24 48:10 75:19 76:21 85:3 70:5,7,23 73:10,11 133:13 137:4 74:7 90:23,24,25 85:9,11,13,14,21 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [lease - mail] Page 16 86:1,22 87:13 57:17 67:16 72:21 114:15 137:23 loans 7:7,13 15:16 93:11,12,13,16 72:22 83:18,23 licenses 62:1 17:1,2 94:7,10,14,19 95:3 lender's 8:22 limitation 58:22 locate 155:7 95:7 96:4,8 99:2,8 49:16 53:15,17 63:21 156:20 100:21 101:2 57:19 72:14,24 line 25:2,5 61:22 located 15:20 102:4 104:10 lenders 7:8,24 106:18 114:9 30:22,24 78:15 105:6,7 111:21 8:23 125:5 129:14 locating 154:5 113:3 116:21 lending 57:16 144:17 164:11,14 log 128:4 121:22 127:3 84:19 164:19,22 165:1,4 logs 128:17 141:7,12,13,19 length 91:25 92:2 165:7,10,13,16 london 5:20 46:4 144:12 156:16 92:3 lines 32:16 long 6:8,17 48:22 leased 35:22 63:19 lengthy 153:5 list 16:25 66:5,6 78:12,13 67:14 122:12 lenox 14:24 litigate 142:18 longer 30:23 leasehold 60:2,7 leslie 44:9,11 litigation 19:11,14 105:11 leases 8:16 18:25 117:6 120:8 26:24 56:24 71:7 look 9:11 23:14 22:24 23:1 27:15 lessee 94:8 101:2 90:18 131:20,25 48:5 67:3 68:9 37:14,16 38:3,5 141:22,23 148:11 73:8 89:8 117:23 49:13,14,16,18,19 lessor 94:8 litigious 66:2 125:25 128:16 49:21 50:1,2,9,11 lessor's 93:10 98:15 127:10 135:6,7 140:5 51:4,5 53:17,19,25 letter 2:18 70:21 148:25 149:4 146:3,5,15 156:23 54:2 56:3,6,10 92:22 93:2,5,22,24 153:5,6 157:3 62:1 63:4 80:20 96:6 97:8,14 little 28:21 49:7 looked 12:1 59:14 80:24 81:16 83:16 98:22 100:24 58:13 134:15 looking 9:6 32:6 83:25 84:20 85:1 101:6,9,21,24 136:22 138:11 135:25 137:20 85:4,6,7 86:7,23 102:2,3,3,10,17 145:9 140:14 87:5,5 99:17 103:22,23 104:3,3 live 14:20,23 looks 68:11,11 111:20 124:16 104:5,13 105:1,3 lives 14:21 72:13 107:11 133:22 138:16 105:17,18,21 llc 1:4 3:4 4:2 129:14 134:10 142:15 144:24 110:16,17,22 10:25 14:1 38:9 loss 19:22 24:17 leave 154:1 111:6,10,12,13 38:15 92:9 108:18 25:5 79:2 125:14 left 46:13 110:12 112:6,12,16 load 106:7,9,22 lost 18:23 42:1 115:11 117:24 132:22 107:3,6,7 lot 96:16 133:6 legal 66:23 73:14 133:11,18,24 loaded 23:19 145:2 85:16 87:1,3,16,21 136:5,23 137:2 loan 7:25 8:13,16 loud 64:6,7 93:18 102:22 138:3,7,10,14,21 8:24 9:2 13:9 15:8 low 36:3 103:19 152:19 139:4,9,16 140:6 15:13,15,25 18:11 lower 99:25 lender 7:10 8:5,6 140:12,15,16 18:15,16,24 19:2 lunch 77:1,11 13:15,16 19:14 147:3 19:15,18 20:19 m 26:16 41:22,24 letters 2:14 20:16 21:15 27:14 51:11 m 3:3 163:1 49:20 50:2,7,9 56:23 92:13,17 54:22 84:13,14 mail 2:15,19 45:22 51:4 54:2,6 57:16 110:13 111:20 91:23 101:12 45:23,24 46:5 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [mail - mobile] Page 17 112:17 116:10,11 marked 28:18,20 mechanics 37:6 michael 3:13 116:13 122:1,5,18 29:14,16 55:7 meeting 135:23 108:15 137:17 122:19,20 143:9 57:2 64:12,17 146:8,11,14 143:8,16 145:18 145:18,19,22,25 66:14,17 71:2,5 member 14:15 microsoft 157:2 146:5,16,17 151:5 82:16,23 92:13 members 10:9 midtown 1:13 3:5 151:6 156:11,14 109:11 122:1 14:4 mike 46:18 109:5 163:9 129:1 131:16 memo 135:10 mildew 9:9 mailed 65:2 82:19 133:12 145:22 mention 47:17 miller 3:14 120:13 122:10 154:21 159:21 mentioned 109:24 million 15:15 25:7 mails 114:18 160:6 messages 157:4 42:2 77:23 78:3 145:7 market's 36:16 met 116:2 135:14 mind 40:11 120:12 maintaining markets 6:7 135:17,18,20,21 minute 46:22 161:12 162:8 marking 129:4 135:22 137:13 157:10 159:14 maintenance 35:8 martin 3:14 142:19,23,24,25 misheard 81:3 43:5 127:19 materials 53:4 meter 31:23,25 misnomer 153:9 128:17 matter 91:22 68:2,4 96:9 99:22 misspoke 22:14 making 60:24 61:9 143:3 161:11,17 102:18,21 103:1 73:20,20 94:13,18 120:23 162:8 105:8 106:16,19 mitchell 44:13 161:12 164:9,9 matters 86:16 113:2,5,15 114:1 45:5,13 46:6 man 127:19 mcphail 142:25 116:18 117:25 mitigate 41:21 manage 38:17 143:2,22 146:6 118:2 123:12,13 mobile 2:9,16,21 managed 31:17 151:9,14 123:16,18,21 18:22 19:24 20:16 67:19 mcphail's 146:17 124:1,5,7 125:4,23 22:21 23:8,12,24 management mean 23:10 36:6 126:18,23 127:1,2 24:2,9 30:12 10:22 24:20 46:1,11 58:1,1 127:2,4,8,14 128:4 40:24 41:5 47:5 manager 14:16,17 63:4 68:23 73:10 128:11 129:18,25 55:7,12,16,23 43:4,5,11,12 44:4 86:2 90:4 91:25 130:13,15,22 56:10 58:5 59:14 120:8,10 96:4,14 113:17 141:16,18 144:9 60:1,5 61:10 managers 45:8 114:1,18 119:10 144:13,13 158:4,8 62:15,21 63:4,7,22 manual 146:20 125:11 127:5,21 158:22,22 63:25 64:4,22 manually 163:8 127:22 132:7 metered 37:24,24 68:3 80:15,23 march 13:7 16:19 139:11,13 142:12 38:1 106:21 108:6 82:2 84:25 85:21 74:7 90:21 151:13 152:14 159:2 88:2 100:7,9 marietta 30:25 153:6,12 154:15 metering 123:6 102:4,7,10 103:7 37:7,9 78:16 156:12 158:6 158:5,21 106:6,14,16 mark 55:9 57:5 meaning 34:9 meters 91:19 107:19,20 108:4,6 64:10 82:13 43:20 63:1 97:21 113:9,22 111:21 113:1,3,7 107:21,24 109:7,8 measured 124:5 146:19,19 114:8 115:8 133:14 143:12 144:13 method 106:15 124:21 125:1,18 145:24 measuring 124:8 methodology 125:21 126:4,7 124:11 100:14 130:25 129:1,8,11 130:6 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [mobile - nyu] Page 18 130:10,11,13,20 118:3 136:21 needed 24:18 normally 157:20 131:4 133:22 morning 123:10 39:18 91:24 92:1 north 4:6 68:13 134:4,8 135:17,22 139:3 146:8 116:14 northern 1:1 136:6,9 140:24 mortgage 7:7 8:14 needs 98:21 108:6 notarized 163:9 141:5 142:16,21 13:11,17,20,22 119:18 144:20 notary 165:24 144:20 146:24 15:5 17:6,6 18:10 negotiate 21:3 note 9:3 13:13 149:13,22 153:15 18:20 20:25 21:7 62:1,13 18:20,21 19:21,21 158:6 159:20 22:9 38:24 40:12 negotiated 135:3 26:8,12 27:24,25 160:1 40:12,20 42:2 negotiation 27:24 noted 76:8 164:4,5 mobile's 102:16 48:11 74:8 77:22 neither 59:25 60:5 notes 8:14 157:11 102:25 136:18 90:9,20 61:10 68:4 111:8 notice 2:8 8:7 model 2:17 131:16 motion 26:14 123:22 28:18,22 153:20 131:21 133:1 123:1 net 2:10 64:11,15 154:17 156:8,8 move 99:19 64:21 65:4,9 noticing 161:17 modification 147:16 66:10 95:9 99:18 notified 105:4 50:10 moved 6:5,25 27:1 104:19 150:6,19 notify 122:20 modifications 27:1 150:22 151:9,14 noting 163:6 18:21 19:21 63:18 musical 149:13 151:16 152:1,7 notwithstanding modified 62:20 n nets 65:13 59:20 mold 9:9 never 38:8 49:20 november 103:23 n 2:1 44:25 79:24 money 65:9,13,24 49:24 50:4,24 104:17 105:1,11 name 5:7 9:22 66:10 78:1 81:18 67:12,14,19,22 105:23 110:16,21 13:2 14:7 17:2,19 88:1 97:25 98:5 96:10 97:18,19 111:6,10,19 112:6 32:14 44:10,23,24 98:15 98:8 99:12 104:20 112:11,16 143:22 46:1 70:7 78:13 monica 14:5 106:17 110:21,23 146:18,21 79:22 116:4 monies 58:23 59:4 112:18 115:4 number 11:1 123:14 137:12 month 24:22,25 125:4,19 134:24 19:20 46:16 72:3 148:15 31:11,20 36:17 135:21 142:24 75:16,21 82:14 named 92:24 39:18 40:5 100:4 143:2 144:16 88:14 92:16 99:9 142:25 148:21 100:12,18,19 152:17 99:11,24 100:2 names 5:12 101:4,7 103:15,15 new 5:19 24:18 103:14 108:7 national 13:18 103:16 126:7,8,8,9 newly 45:7 109:7,8,9 124:15 15:7,9,13 49:25 132:9,15,23 133:2 nine 34:13 35:3,11 129:4 132:2,3,4,8 nationwide 10:20 136:13 160:4 35:11 135:2 137:21 nature 80:20 month's 99:12 ninth 35:13,14 140:11 154:23 nearly 25:9 monthly 31:10 non 86:7 91:25 156:15 necessarily 113:17 94:8,18 95:10 92:2 numbered 71:13 125:10 99:7 noontime 76:24 numbers 137:18 necessary 113:4 months 34:1 44:20 normal 42:22 nw 3:15 164:10 88:12 102:21 43:18 nyu 5:23 need 55:1 73:21 103:17,18 118:1,2 88:17 127:2 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [o - owned] Page 19 o 12:18 13:4,12,15 99:19 100:1,10,13 155:23 158:10,13 o 44:25 13:24 14:4,17,25 100:24 101:23 159:3,6,13 160:14 oath 77:16 15:24 16:17 17:9 102:1,25 103:13 old 24:18 object 52:12 85:15 18:12,13,16 19:1,4 103:19 104:9,17 once 45:20 46:12 objection 85:22 19:7,18 20:2,8,10 104:22 105:2 48:2 122:11 163:8 86:3 87:15,20 20:18 21:2,5,9,12 106:13,23 107:9 ones 32:15 59:13 93:17 21:19 22:6,11 107:11 108:22 ongoing 39:7 obligation 22:1 23:2,5,13,22 24:8 109:1,4 110:6,12 opened 74:19 85:8,20 87:8 25:4,24 26:4,11,21 110:20 111:2,12 operate 38:17 115:16 116:24 27:18,23 28:12 111:13 112:4,9,14 operated 32:20,24 140:23 141:8 29:5,12 31:12,19 112:20,24 113:17 67:22 161:12 162:8 31:23 32:9 33:10 113:21 115:6,18 operating 33:4,12 obligations 48:23 33:23 34:4,16 116:12,19,25 33:14 34:7,9 61:4,11 85:6,14 35:2,6,9,16,24 117:19 118:7,11 operations 10:19 87:5,12,14 88:24 36:5,19,24 38:3 118:14 119:5,22 19:16 31:6,9 144:12 149:18,19 39:1,17 40:10 120:6,9 121:1,24 opinion 29:8 57:15 obtain 54:6 42:6 43:14,17,25 122:17 124:7 114:2 obtained 49:24 44:5,17 45:1,4 125:6,22 126:10 ordered 148:23 52:21 53:8 46:15 48:7,12 126:16,20 127:6 ordering 161:25 occasion 38:5 50:3,8,13,16 51:14 127:13,16,24 163:12 occupancy 34:10 51:20 52:5,10,25 128:10,19,22 organized 15:2 34:18 35:25 36:14 53:21 54:3,7,12 129:14,24 130:6 original 17:3 occupied 124:15 56:7,9,12,14,19,21 131:4 132:1,13,17 93:10 163:11,13 occupying 48:25 57:20,25 59:11,17 132:21 133:4,16 originated 13:18 occur 91:6 60:24 61:16,19 135:3,6,12,23 15:8 40:12 occurred 146:18 63:10 64:16,25 136:2,4,8,15,22 originating 8:8 146:20 65:8,15 66:4,8 137:12 138:5,5,23 outcome 162:6 ocga 161:7,8,18 67:9,18 68:16 139:11 140:5,7,14 outfit 37:13 164:7 69:14 72:10,22 140:18 141:2,13 outstanding 74:1 october 131:23 73:13 74:10,13 141:18,20 142:1,4 80:24 81:16 132:13,18 135:15 75:18 76:18 77:18 142:19 143:7,15 112:21 120:21 135:19,24 136:3 77:25 78:4 79:4 143:24 144:1,10 owe 98:15 136:18,23 138:3 79:20,22,25 80:2 145:20 146:4,13 owed 24:5,9,13 office 76:10 157:2 81:3,5,20 82:4,21 147:2,7,10 148:3 49:9 65:25 81:18 officer 162:12 82:23 83:21 84:12 148:12,15,18,21 88:1 98:25 99:23 offices 163:3,9 85:2,8,13,20 86:11 148:24 149:5,19 102:13 oh 71:20 130:1 87:24 88:16 89:8 149:25 150:3,17 owing 95:14 135:20 143:13 89:15 93:15,21 150:25 151:22,25 102:11 160:14 94:24 95:13,19,25 152:5,9,14,22 owned 13:10 34:7 okay 5:11 6:2 8:2 96:13 97:6,13 153:19 154:8,18 67:12 8:9,25 10:24 11:4 98:10,13,22 99:6 154:25 155:4,16 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [owner - payments] Page 20 owner 21:23 26:8 104:25 122:17 part 19:10 22:23 122:11 123:4 32:1 33:7 40:22 123:4 133:17,24 24:23 30:9 35:18 137:10 143:11 41:9 47:4,15 134:14,18 136:2 43:9 52:25 53:3 146:2 159:24 49:13,15 53:17 154:24 160:13 54:22 109:18 163:2 55:25 56:2 58:16 164:11,14,19,22 134:2 141:13 pattern 119:10 58:23 59:4 60:25 165:1,4,7,10,13,16 156:4 patton 4:3 77:2,8 61:14,22 62:4,6,22 pages 71:17 75:8 particular 11:11 108:15 110:9 63:1,13,19 65:17 134:7 164:10 51:24 60:15,16 133:7 137:12 72:17 76:19 79:19 paid 38:21 39:2 105:6 143:18 80:18 81:9,24 80:6 96:10 97:18 parties 59:1 85:7 patton's 107:11 122:11 126:1 97:19,25 98:5,8,14 89:1 98:20 142:14 pay 32:1 39:7 127:4 134:1,4 99:12 119:14 161:19,25 162:12 77:20 94:8 97:22 135:13,14 141:9 129:21 131:4,13 163:12 98:16 102:20,22 154:13 134:1 partner 14:5 16:2 103:19 105:7,8 owner's 61:3 panel 106:7,9 partners 1:3 10:25 106:5,6 129:21,24 72:14 126:12 14:1 92:9 98:8 130:21 131:9,12 owners 41:4 60:12 panter 20:14 21:4 129:23 130:3 136:20 141:22,24 ownership 38:14 21:14 23:11 53:11 150:4 142:1 144:22 69:21 74:17 119:7 69:13,14,17 92:18 partnership 1:7 147:4 152:17 owns 24:23 98:23 99:4 104:5 3:11 payable 88:22 p 136:24 138:4,11 party 8:18 18:19 134:11,16 139:17 48:22 56:5 65:17 payee 134:19 p 3:13 5:10 panter's 21:5 148:13 149:20 paying 32:6 108:4 p&l 25:14 103:25 138:7 161:13,20 162:6,9 130:3 136:9,12 p&ls 18:22 139:4 140:5 147:3 party's 61:3 141:4 144:24 p.c. 4:5 paper 7:10,17,20 pass 125:14 137:4 payment 40:20 p.m. 43:22 77:12 8:7,10 10:3 16:18 passed 153:1 75:4 95:11 100:25 77:13 108:13,14 26:22 32:19 41:7 passing 149:12 119:19 120:16 145:15,16 159:17 92:10 passthrough 134:4 159:18 160:19 paperwork 26:4 125:13,15,16 payments 24:5,9 pacific 13:14,19 91:1 password 161:24 24:13 31:12,14 13:22 15:12,17,24 paragraph 59:18 161:25 38:25 49:9 78:19 16:13 19:19 50:1 60:11 68:10,17 pat 137:4 145:6,12 78:22,25 79:9,16 50:21 93:8 94:6 99:20 145:17 147:17 79:19 80:7,16,22 package 53:4 136:8 141:22 patel 1:10 5:1,6,8 81:8,15 82:6,10 54:23 parent 10:6 5:11 12:23 14:5,6 94:9,14,19,22 page 2:2,7 48:16 park 163:17 14:9,12,19,22,23 98:20 100:16 58:15 60:11,19,20 parker 92:25 20:10 54:18 59:25 101:13 105:7 60:21 61:17 63:11 parking 32:12 63:11 66:16 76:2 126:24 130:2 67:4 68:10,17 35:8 80:19 81:25 77:6,15 82:18 134:22 136:19 71:9 73:13,16 107:24 109:15 144:8 88:13,14 94:5 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [payroll - premises] Page 21 payroll 39:20 person's 116:4 163:15 164:10,10 possible 9:12 43:15 personal 157:9 pllc 3:14 posted 19:12 pdf 163:7 personally 114:13 plus 118:20 155:15 156:22 peachtree 1:13 3:6 114:21 117:15 point 16:16 19:4 potential 18:4 3:15 32:11 37:13 118:7 20:19 33:2 36:13 158:23 159:7 peak 43:20,23 personnel 43:11 40:13 42:8 76:25 potentially 8:9 106:24 107:7,9 perspective 42:11 80:3 105:23 117:8 49:10 108:3,10 114:11 43:17 68:22 70:3 127:25 130:1 pounds 23:21 124:12,13,16,17 112:20 141:3,6 151:4 power 2:21,22 124:22 159:4 pertained 82:2 157:23 37:7,9 48:14 people 43:14,21,24 phone 112:17 points 22:17 40:21 61:25 63:6,6,25 44:2 135:18 146:6 157:4 47:4,14 49:23,24 64:2 74:2,11,15 154:8 156:13 photo 128:11 50:4,24 51:10,19 87:6,7,9 88:2 157:20 159:6,8 photos 128:12 51:25 52:1,11,22 100:6 105:25 percent 8:3,4 25:9 physically 130:23 54:1 57:15 58:17 106:17 107:2,7 34:10 35:19,20 pick 16:9 60:16,24 61:8 114:4,7,8,9 115:16 36:2,16,18 40:7 pickwick 12:13,15 77:25 78:5,8,9,11 124:8,11,23 125:5 65:6 95:8 96:11 29:19 38:9,10,15 78:25 79:8,10 125:9,9,10,12,15 124:15 152:2,3 55:22,22 79:12,15 82:11 84:2 92:10 125:24 126:2,5 perfected 159:24 79:16,17 80:2,7,18 95:6 98:5 101:13 131:5 140:23,24 perform 85:7 80:25 81:7,8,18,22 108:18 109:25 141:23,24 144:16 performed 144:11 82:1,6 97:25 124:18 134:12,16 145:4 149:12 performing 48:23 101:14 134:23 135:4 152:11 157:23 period 33:5,9,13 pickwick's 38:18 136:9 154:14 158:2,7,9,10 159:1 34:6 36:17 39:16 picture 56:1 policies 72:13 159:20 160:2,6,9 39:18,22 41:13 123:13 153:13 policy 8:17 18:24 power's 108:3 42:16 59:23 89:11 pictures 128:5,6 18:25 72:14,15,17 powers 84:23 89:24 107:23 128:10,13,14,19 72:23,24 practicable 91:6 119:6 120:15 piece 7:20 8:10 pop 39:12 practice 70:17 125:20 129:15 pieces 10:2 portfolio 7:25 16:9 practices 153:12 160:11 place 89:4 161:18 17:1 predated 83:11 permission 50:4 plaintiff 1:5 3:2 portion 63:19 predating 83:14 50:25 26:15,16 27:2 position 44:21 predecessor 81:23 permitted 86:17 28:4 45:7 56:16 83:12 predecessors 86:21 plan 36:20 83:22 84:18 86:25 96:15 perpetual 59:19 platform 23:18 99:12 102:24 predominantly perpetually 62:15 play 46:3 131:14 136:19 10:16 person 10:12 29:1 playing 142:11 149:23,24 154:16 preliminary 43:5,6 62:22 plaza 1:13 3:5 158:18 122:22 123:1 98:13 118:14 please 79:23 96:18 possibility 16:18 premises 122:12 128:17 123:7 134:3 163:9 122:25 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [prepare - question] Page 22 prepare 11:4,16 private 13:8 15:18 79:2 99:18 139:19 140:24 131:23 27:11 50:20 profits 2:10 8:16 161:17 prepared 131:21 privileged 11:22 27:16 49:15,21 provided 18:17 present 4:16 privy 51:8 151:19 50:10 51:4 64:12 54:14,24 66:7 presented 27:20 probably 18:18 64:15,21 65:4,9 104:20 125:19 161:2 23:19 28:24 31:22 66:10 83:17,25 130:12 134:25 presumably 19:22 34:3 43:23 60:14 84:20 86:8 95:9 provides 19:20 40:6 81:21 98:15 99:14 104:19 139:1 providing 51:18 presume 76:10 151:6 153:19 150:7,20,22 151:9 70:14 125:21,21 pretty 9:10 60:13 probate 76:10 151:14,17 152:1,7 130:6 115:15 problem 7:25 program 130:24 provision 149:25 price 10:21 36:23 procedure 164:7 progress 113:12 provisions 99:2 52:18 proceeding 4:16 prohibited 161:18 psa 27:20 83:1 primarily 27:25 161:2,20,24 162:5 prohibitions 161:8 public 16:4 165:24 28:5,10 162:11 project 10:21,22 purchase 2:12 primary 13:16 proceedings proof 98:17,19 13:10 16:5,16 principal 6:16 120:20 161:10 properties 30:23 21:1 25:18 26:19 10:12 17:3,4 proceeds 86:8 property 8:19 9:3 28:12 48:8 80:10 78:12,14 process 9:16 19:9 9:9 16:16 18:9,13 82:16 83:1,2,12 principals 142:25 25:13 30:2 31:5 18:23 19:23 20:25 84:16 87:25 88:7 principle 108:20 42:18 113:8 26:17,20 27:8 purchased 13:17 print 82:20 143:15 158:21 30:15,24 31:5 13:20,21 16:3,13 163:8 produce 71:8 39:19 42:2 45:19 68:5 77:22 prior 11:20 13:12 98:21 108:16 52:13,16 62:6 purchasing 80:9 22:9,11,14 23:7 128:23 151:20 63:19 68:12 70:8 purpose 7:17 10:1 24:6,10,14 25:16 155:8 73:14 77:24 80:9 15:3,4 131:24 26:1 29:6 38:20 produced 11:6,9 85:5 86:15 89:10 purposes 12:17 38:23 39:1 41:3,8 12:5,7 54:19 66:2 89:21,21 135:15 133:3 47:2,12 48:7,12 84:8,10,15 128:7 prorate 88:23 pursuant 4:12 49:3,8,13 52:22 128:19 129:5,6 prorated 91:20 59:4 113:3 164:7 53:16,19,21,24 131:20 155:12 prorations 88:15 put 18:9 20:25,25 56:23 58:3,10 156:6,9 161:21 89:3 41:14 74:20 94:23 65:1 73:4,25 74:7 producing 154:6 protect 108:23 96:9 131:2 157:20 76:15,17 78:17,23 production 11:6 protected 161:24 q 89:4,11,24 90:6,25 163:16 161:25 quantify 97:21 97:4 98:16 100:3 professional protective 41:23 106:1 135:1 101:10 114:16 161:13 162:9 proved 98:23 quarter 34:4 119:12,15 125:25 professionals provide 18:15 quarterback 131:6 132:7 21:10 69:11 87:9 98:17 153:14 136:19 154:12 profit 18:23 19:21 106:2,4 115:16 question 23:10 159:1 24:16 25:4 65:13 128:2 129:12 65:21 79:12 87:2 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [question - regard] Page 23 96:18 114:20 91:19 94:11 96:18 121:6 123:2 130:2 recommended 124:6 145:1 96:19 101:5 135:23 136:5 158:7 147:17,18 149:14 126:18,23,25 139:15,22 143:6 record 5:7 57:24 150:8,8 127:2,4,6,8,13,20 146:15 147:20,22 58:1 96:19 146:3 questions 55:11 127:23 128:3,4 147:25 159:23 161:10,12 77:3 110:9,10 131:1 160:17 recap 146:16 161:21 162:4 118:22 137:6,16 163:5 164:3 receivable 88:21 recorded 76:9 156:21 161:21 reading 125:24 89:6 recourse 87:7 162:3 127:1 130:22 receive 77:25 recover 47:18 quick 46:20 96:17 158:25 received 16:15 120:20 107:25 108:11 readings 130:10 58:3,4,6,7,10 65:9 redemption 51:17 154:19 146:20 159:2 73:4 78:21 79:19 51:22 53:9 quiet 48:17,21 reads 127:18 88:9 96:11 110:23 redevelopment 85:10,12 ready 108:16 112:16,17 130:4 31:5 quietly 48:25 real 7:1,5,14 48:25 receiver 13:21 reduced 162:4 quitclaim 109:23 96:17 107:25 19:5,15 24:15 refer 12:12,18 quite 88:8 154:19 25:3,20,24 26:17 13:2 99:8 quote 60:25 93:9 realized 53:25 27:7,14 28:13,15 reference 63:22 94:7 122:19 54:5 39:6,24,25 41:15 referenced 58:8 r really 18:3 25:22 41:16,18,22 42:7 66:19 55:10 42:17,18 47:14,17 references 59:13 r 5:10 14:8 44:11 reason 36:3 51:14 49:10 50:17 56:6 75:22 102:3 146:8 44:11 62:8 113:11 67:7 68:15 78:19 referring 12:14 rachel 44:13 117:12 121:4 78:21 83:3 84:22 69:5 89:21 93:12 radar 39:13 122:14 123:15,20 84:22 85:25 86:6 96:3 121:21 radio 68:2 123:25 136:15 87:4,11 90:9 91:2 141:14 144:5 raised 114:14 138:19 164:13,16 receiver's 2:11 159:25 rajesh 1:10 5:1,8 164:18,21,24 27:13 38:24 47:25 refers 69:3 rakesh 14:6,12,22 165:3,6,9,12,15,18 48:4 66:14,18 reflect 132:2 rakesh's 14:7 reasonable 87:22 67:10 68:10 72:8 reflected 18:25 rang 11:18 98:13 receivership 15:11 19:7 25:14 79:2 rate 17:3 36:1,14 reasons 157:9 19:12 26:15,23 reflects 101:3 rates 158:3,4 164:9 27:5 28:4 74:4 refresh 73:6 76:14 ratifies 62:4 recall 12:6 17:12 90:18 112:9 146:10 reach 10:18 33:25 37:3,5,20 receives 161:20 refreshed 112:15 reached 15:24 40:3,9 44:19 receiving 37:15 refusal 122:24 16:1,5 115:5 70:20,23 74:22 65:6 126:24 refused 96:7,23 146:23 80:8,13 88:5 90:8 recollection 73:6 97:6 118:21 reaction 122:22 90:17,19 95:18 76:14 112:10,15 refusing 151:20 read 29:22 30:1 99:4 116:4,6 117:20 146:10 regard 116:9 58:24 61:6 62:9 117:15 120:22 72:1 88:6 89:13 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [regarding - response] Page 24 regarding 15:25 relationships 7:23 95:21,24 99:1 request 2:20 19:18 24:9,13 40:23,24 relative 162:5 renting 34:13,21 39:14 47:13 54:20 47:22 50:14,17,21 release 49:20 50:6 rents 8:16 27:15 104:21 151:3 79:8,15 81:7 51:15,20 52:1,3,4 49:14,21 50:10 154:21,24 111:10 112:16 52:5,22 53:3,7,13 51:4,12 58:22 requested 18:14 114:14 115:1 54:8,13 78:7 59:3 83:16,24,25 20:19 54:23 163:5 119:24 120:16 82:19 84:20 86:7 requesting 47:6,10 134:23 143:3 released 51:19 rep 143:4 47:15 154:10 156:16 54:1 repeat 41:12 require 63:3 160:2 releasing 50:11 replow 137:14 required 41:10,16 regards 12:4 relief 104:10,11 report 43:25 44:2 41:18 register 114:3 relying 83:23 44:5 70:15 127:4 requires 45:8 registered 104:8 remediation 9:10 161:11 126:22 regulations 4:13 remedied 112:19 reported 45:10,14 resealed 24:19 161:6 112:22 reporter 4:15 researching 70:11 reimburse 22:2 remember 28:15 161:1,3,7,9,22,23 resolution 153:14 32:2 116:16 28:16 54:15,16 reporting 4:14 resolved 120:17 121:19 118:11 139:6 130:5 161:6,17 120:18 reimbursed 32:7 142:19 146:13 reports 8:18,19 respect 9:17 15:14 42:8 107:1 124:25 148:7 18:20 16:4 18:7 21:22 reimbursement remind 11:21 repository 161:25 24:13 26:2 27:24 40:15 47:6,10,16 remit 141:8 represent 29:18 28:3,7,8 29:5 47:19,23 83:10,14 rene 44:23 46:13 71:6 117:1 129:5 30:19 31:13 32:5 84:6 101:1,4 117:6 120:11 representation 33:20 36:24 38:21 112:23 132:1 rene's 46:12 60:25 61:9,13 40:2 59:17 60:2 reimbursements renewal 55:23 representations 62:12 66:24 70:21 63:3 92:7 140:4 56:14,15,16 60:12,16 161:4 72:25 74:11 85:3 141:15 152:23 renovated 36:20 representative 86:1 88:22 89:10 reimbursing 107:1 renovating 52:15 71:10 92:24 104:7 89:24 91:12 95:10 108:5 124:22 renovation 36:4 150:4,10 98:1,6 100:16 related 71:8 89:20 rent 33:21 34:15 representatives 115:20 117:21 101:18 129:8 34:21 95:11,14 116:2 135:14 125:2 131:5 relating 155:2 98:25 99:7,13 142:20,21 respective 61:4,11 156:1 161:24 102:11 104:14,15 represented 81:17 responded 110:21 relation 157:8 104:18 105:7,12 123:10 111:9 112:11 relationship 13:8 138:12,16,24 representing 123:9 142:9 14:11 16:6 21:25 140:2 61:15 responding 137:1 38:8,12 81:1 rentable 34:13 represents 101:1 responds 122:18 148:4 161:11 rental 24:5,9 49:9 republic 13:18 response 47:25 162:7 51:2 53:14 54:10 15:9,13 49:25 54:19 101:20,23 94:8,14,18,22 102:16,25 105:18 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [response - school] Page 25 105:19,20,22 152:16 98:22 99:20 100:1 rules 4:12 161:6 110:17,18 111:6 reverse 7:23 100:22 101:16 164:7 112:6 122:21 reverts 56:17 102:1 103:5,8,16 run 8:7 138:7 139:8,9 review 20:12 29:5 103:22,25 105:14 running 103:14 responses 112:15 70:15 73:9 93:2 105:17 111:5,18 132:25 responsibilities 110:9 161:2 163:6 113:18,23 116:24 rush 133:5 21:21 87:12,14 reviewed 11:6,12 117:10 119:22 s 88:24 18:10 20:11 22:24 125:22 126:16 s 2:6 5:10 14:8 responsibility 22:25 23:5 73:10 130:9,19 131:19 44:11,25 147:4 149:3,11,11 88:11 132:10 133:9 sachs 6:15 16:3 153:11,16 163:6 reviewing 11:15 134:20 138:12 sake 108:2 responsible 20:3,5 12:6 18:2 20:23 141:16 142:16 salaried 43:11 27:25 28:5,10 22:1 73:7 144:2 145:13 sale 2:12 21:7 140:19,22 141:4 revised 132:20 148:22 150:5 26:19 27:11 28:7 142:5,12 144:15 rick 97:10 116:25 152:12 153:25 28:8,12 36:22 154:5 123:10 151:2 155:6,11 156:15 48:8 82:16 83:2 responsive 155:8 right 6:10,13,19 157:1 83:12 84:16 88:7 155:11 156:19,24 8:25 9:5,15,21,24 rights 27:13 60:7 sara 1:15 162:16 157:5 10:1,5 11:8,14,24 83:19 84:21 86:1 sat 73:8 restricted 97:12 12:9,24 15:17 86:4 87:11,13 saw 23:18,24 72:7 restrictions 70:6,6 16:20 17:13 19:15 156:17 76:15,17 93:21 resubstitution 20:22 23:7,16 rm 37:10 139:15 61:25 24:4 25:18 29:25 road 14:24 30:25 saying 56:20 71:11 resumed 33:8 30:4 34:19,24 42:12 101:5 134:18 46:24 77:12 35:13 36:8 37:12 role 21:5 28:4 135:18 138:15 108:13 145:15 38:14 39:5,12 roof 21:17 23:23 139:21,21 148:7 159:17 40:4 42:4,24 24:1,18 35:14 says 58:16 60:25 retail 8:4,4 32:12 46:21 47:18,22 37:14 56:3,17 63:13 68:17 71:23 35:21,22,22 80:18 50:23 51:17,22 60:8 63:6 86:4 89:9 93:9 81:25 52:17 53:9,13 rooftop 30:17 60:2 100:24 105:3 retain 9:15 69:9 54:25 55:3 56:22 68:2 117:11,17,22 111:18 112:24 retained 69:17 57:6,8 58:20 60:3 119:25 120:2,2 113:10 122:19 116:25 62:4,13 63:15 121:10,17 122:15 123:3,5 127:3 retention 8:23 64:10 65:3 66:16 room 24:21,23 132:1 134:2 return 33:17 68:9,20 69:2,3,4 25:1 35:5 135:12 136:8,12 returned 163:10 70:20,25 73:19,23 rooms 33:21 34:12 141:11 163:13 75:9,15,21,25 34:13,14,20 35:11 scenes 113:20 revenue 65:7 89:9 81:11 87:2,4,17,19 35:12 schedule 71:14,18 89:20 90:5 95:6,8 88:6 89:16 90:11 rpr 1:15 162:16 71:19,20 75:8 revenues 25:8 92:21 93:8,10,15 rule 164:7 school 5:17,20 66:6 86:7 151:19 93:22 95:14 97:15 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [scope - six] Page 26 scope 52:3 155:13,20 100:1,17 102:2 signed 83:6 163:8 screen 16:6 seller's 84:15 104:13 105:3 163:10,13 seal 163:11 155:18,21 107:16 108:17 signs 58:19 second 17:6 61:22 send 36:25 37:4 113:25 132:21 similar 72:7 67:4 68:16 88:17 54:25 96:8 163:11 137:2,2 138:8 similarly 55:21 89:8 94:5 99:19 163:15 140:6,12 simple 15:5 21:23 104:25 133:17,24 sending 102:6 series 137:23 26:8,18 28:8 32:1 135:25 136:8 sends 130:24 serve 59:2 162:11 32:23 40:22 41:4 138:5 160:13 132:22 served 71:7 41:8 42:13 47:4 seconds 148:1 senior 13:15 servers 43:10 47:12,15 48:3,6 secretary 14:3 sense 127:5 service 99:23 49:11 54:22 55:18 section 48:18 sent 20:15 28:23 101:2 104:8 55:25 56:2,18 58:15 60:17,22 47:5 54:14 56:23 servicers 7:8 62:22 63:1 68:24 61:17 75:7,15 64:23 96:6 97:2 services 161:17 69:21 74:16 75:13 88:14,23 89:7 97:10,10 98:23 set 68:19 74:5,9 76:19 81:9,25 141:17,20,22 101:10 104:3,5 153:6 84:21 secured 7:13 9:3 114:18 128:11,12 settlement 2:14 simply 19:14 security 50:2 51:5 134:3 143:9,19 91:5,21 108:16,25 100:17 114:2 58:22 74:20 75:1 151:6,10,14,17 109:11,14,23 149:14 75:4 154:3 seven 25:7 34:12 sinclair 158:12 see 18:6 23:16,22 sentence 89:9 35:12 43:19 108:4 single 10:1 31:21 51:9 55:20 59:9 112:13 108:5,7 124:22 99:12 129:19 60:14,17 71:21 separate 65:20 shop 20:9 132:6 72:3 75:16 123:6 115:17 152:23 shore 41:10,15 sir 137:11 124:21 134:3,7 separately 53:8 shortfall 38:25 sit 41:2 66:8 82:8 135:16 126:25 40:6,7 94:2 118:6 119:12 seeing 54:16 70:20 september 26:10 shortfalls 39:19 site 9:7 58:16,23 70:23 136:5 26:12,20 32:24 40:14 41:10,15 59:4 60:12,25 seek 52:12 53:13 33:3 34:8 35:25 show 17:23 28:20 61:2,22 62:3,6 83:10,13 84:6 38:20,23 39:16 47:21 71:5 92:16 63:13,19 65:17 seeking 104:9,11 41:9,13 47:13,24 116:3 122:4 67:24 127:3 134:4 104:14,15,16 48:8,12 49:4,8 showed 47:18 135:13,14,19,20 105:11 52:23 53:1,22 shut 41:19 135:24 142:21 seen 47:3,8,13,20 54:8 55:19 57:22 side 22:4,7 84:19 siting 134:1 107:15 136:7 65:1 67:2,3,5,11 84:21 95:21,22,24 sits 82:4,9 85:9,20 sell 26:17 27:8 67:15,19,21,25 96:1 95:19 97:24 98:3 36:21 50:1 51:1 72:11 73:4 74:15 sign 110:3 160:17 123:24 54:2 144:23 76:16 77:18 78:17 163:5 situated 68:12 seller 18:14 19:19 78:23 80:11 92:18 signature 162:16 situation 52:20 88:20,22 89:12,25 92:22 94:17 97:1 163:14 165:19 six 71:17 102:22 90:1,7,8,8,10 97:3,4,7,14 98:23 119:20 131:9 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [size - staying] Page 27 size 43:1 124:10 126:17 sole 15:2 32:3 stadium 46:3 sjp 1:3 10:24 11:2 127:3,6,13 128:3 40:17 staff 120:1,4 12:5,20,24 13:5,10 128:14,20 129:23 solely 20:13 staffed 42:25 13:21,25 14:4,15 130:3,21 134:22 161:14 162:10 stake 32:23 38:15 14:17 21:21,23,24 138:15,23 141:4 somebody 21:2 49:11 55:18 22:15 26:18 27:1 149:9,14,21 150:4 51:24 64:23 65:2 stamford 46:3 27:17 28:3,9,13 152:6 154:5 121:9 stamfordbridgec... 29:1 30:4 38:11 155:19 somewhat 83:9 45:25 38:14,20,23 39:1 sjp's 28:10 38:8 sophia 12:22 stand 12:20 41:2,9,14,16 42:8 42:11 43:17 48:20 sorry 22:14 35:3 standalone 65:19 42:19 49:10 51:10 57:14 62:11 65:3 44:10 52:8,22 standard 60:13 51:15,19,25 52:22 68:22 69:14 70:3 53:20 60:20 64:7 standing 55:25 53:12,16,18,21,24 78:11 79:14 83:9 73:20 90:24 95:23 83:10,13 84:5 53:25 55:17 56:3 83:12 84:4 85:8 98:18 103:18 starr 44:9,11,14 56:4,6 57:22 60:6 86:25 94:13 95:16 107:4 130:1,18 44:17,22 45:10,14 65:5,6,8,8,12,24 99:20 105:10 149:5 46:6,8 120:8 66:8,23 67:11,14 106:1 110:20 sort 9:10 149:20 start 29:22 127:9 67:19,22 68:6,22 111:8 112:9,20 sounds 87:22 127:21 133:16 69:9,20 71:6 113:6 114:2 southern 1:2 154:24 72:17,22 74:5,10 122:24 125:22 24:24 74:2 started 6:25 40:14 74:14 75:3 76:18 136:6 154:11 space 35:21 60:2 130:2 77:18 78:7,9,17,23 155:3,16,23 spaces 35:8 starts 61:22 79:7 80:14,25 skirted 149:10 speak 9:12 state 5:6 14:3 81:6,17 82:1,4,9 skirting 149:2 special 7:17 62:25 81:22 82:3 83:3,6,18 84:24 153:11 specialty 8:1,3 161:9 162:1 85:3,11,14,20 86:1 sleeping 43:24 specific 12:6 stated 22:25 24:15 86:2,9 87:8,8,19 sloppy 68:15 141:17 155:25 78:21 80:20,23 87:25 88:3 90:3,8 small 20:9 23:24 161:19 119:2 162:3 90:9,17 92:9 93:9 32:15 specifically 9:5 statement 4:14 93:15 94:16 95:2 smaller 37:22 11:12 12:11 16:12 24:17 91:21 94:3 95:19 96:15 97:23 soccer 46:2 81:10 158:19 107:13,13 119:3 98:3,8 99:15 sold 22:5,7,16 23:1 161:5 119:14 125:19 100:15,20 101:10 27:10,10,12,16 specified 58:23 142:5 144:6 164:9 104:9,18 105:4,24 31:4 32:16 42:19 spell 5:9 14:7 statements 18:23 108:17 110:4 49:13,15,19,19,23 44:24 79:22 19:22 25:5 79:3 112:15 113:13 50:12 53:14,17,19 spelled 92:1 states 1:1 133:25 114:6 116:12,19 53:25 54:4 65:19 split 31:3 status 113:22 116:21,23,25 85:4,5,11 95:6 spoke 11:17,19 137:13 121:13,16,19,21 99:18 121:22 square 35:21 stay 35:10 122:10,15,25 141:7 142:15 stabilize 36:15 staying 33:18 123:15,24 124:7 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [step - talking] Page 28 step 27:11 subleases 62:14 136:24 138:3,14 103:7 106:6,14,16 stephanie 92:24 submitted 4:15 sunkin's 138:21 107:19,20 108:4,6 stepped 142:13 105:24 161:22,23 140:15 142:4 111:21 113:1,3,7 steps 113:4,18 subordinate 68:18 supplements 114:8 115:8 117:25 subparagraph 83:22 84:17,18 124:21 125:1,18 stewart 71:25 86:5 support 95:20 125:21 126:4,7 stolen 118:19,24 subpart 60:22 119:13 134:2 129:1,8,11 130:6 stop 96:16 subpoena 71:8 150:18 157:18 130:10,11,13,20 stopped 33:7 subscribed 165:21 158:18 159:9,9 131:4 133:22 story 31:7 32:12 subsection 60:17 sure 6:5 7:22 8:13 134:4,8 135:17,22 strange 24:21 86:14 15:9 18:9 41:21 136:6,9,18 140:24 stream 22:15 subsequent 111:21 46:11 56:7,13 141:5 142:16,21 37:15 51:2 53:14 subsidiaries 147:4 58:3 75:6 80:12 144:20 146:24 95:6,9 subsidiary 138:17 93:19 94:4,4,20,22 149:13,22 153:15 streams 17:23 149:15 150:14 99:14 100:23 158:6 159:20 street 1:13 3:6,15 subsidize 118:3 114:20 115:18 160:1 4:6 32:11 subsidizing 40:19 117:6,9,23 123:22 t&f 157:24,25 structural 9:9 substance 158:15 130:3 137:7 158:13 structured 6:7 164:8 139:14,17 159:15 table 97:12 110:8 21:24 substitute 26:14 159:23 take 19:16 36:15 stuff 7:6 9:1 16:14 substituted 27:2 surrendered 59:24 46:20 54:24 77:5 20:6,11,20 137:6 substitution 28:3 60:6 77:24 89:4 108:11 155:14 156:24 61:25 switching 33:15 118:2 139:24 sub 4:2 31:25 successors 12:15 sworn 5:2 165:21 145:6,12 157:10 37:24 96:9 99:22 62:19 system 33:16,16 159:14 101:17 105:8 sudden 96:8 33:17,21 taken 46:23 77:11 106:19 113:2,5,9 sue 64:5 115:14,15 t 108:12 113:4,18 113:15,22 114:1 115:22 116:15,19 136:19 145:14 t 2:6,9,16,21 5:10 118:2 123:6,12,13 116:23 159:16 162:3 18:22 19:24 20:16 123:16,21 124:1,5 sued 148:12 149:7 talk 11:1 19:13 22:21 23:8,12,24 124:7 125:23 149:9,14 21:13 23:7,11 24:2,9 30:12 126:18 130:13,15 suggests 141:3 24:15 29:2 39:5 40:24 41:5 44:11 141:16,18 150:14 suite 1:14 3:7,16 50:13,16,19 56:22 47:5 55:7,12,16,23 150:18 158:4,22 4:7 163:17 56:25 141:17 56:10 58:5 59:14 subcontractor sum 100:25,25 158:2 159:4 60:1,5 61:10 161:9,14 162:10 summary 2:17 talked 11:25 23:11 62:15,21 63:4,7,22 subject 62:23 17:1 61:12 107:17 55:15 62:16 83:9 63:25 64:4,22 68:18,24 70:5 129:1,7 160:10 86:20 90:12 154:4 68:3 80:15,23 76:20,20 85:5 sunkin 111:22,25 154:10 158:11 82:2 84:25 85:21 86:11,15 95:3 112:2,18,25 116:1 talking 40:7 43:2 88:2 100:7,9 99:18 116:9,14 133:25 53:22 110:15 102:4,7,10,16,25 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [talking - tower] Page 29 125:8 128:13,14 testify 150:13 three 33:5,9,13,19 71:24,25 73:22,23 141:20 154:14 158:9,17,20 33:23 34:6 39:18 75:13 76:4,6,8 talks 24:4,8,12 testimony 66:19 43:8 102:21 77:24 93:10,15 63:12 84:4 98:11 109:24 103:15,17 126:6 95:2 tanked 6:22 111:8 128:15 thumb 55:14 titled 57:6 61:20 tap 158:8 145:11 158:16 ticking 40:14 64:14 tape 16:15,21,25 159:7,9 164:3,8 tiffany 161:9,16 today 10:24 11:2,4 17:11,22 18:3 texas 13:14,19,22 till 96:6 11:16 28:24 29:6 19:8 15:12,17,24 16:13 tim 142:25 143:2 41:2 55:2 66:8,19 taxes 39:20 19:19 50:1,21 143:22 146:6 82:4,8,9 85:9 94:2 team 46:2 text 46:10 157:4,6 time 7:24,24 16:11 95:19 97:24 98:3 technological 157:8,9 17:16 19:1,4 99:16 113:3 118:6 131:2 texted 46:14 21:20 26:23 29:25 119:12 122:13 telephone 4:3 texts 157:6 30:17 33:2 36:15 123:24 140:23 tell 7:4,19 9:5 thank 137:11 39:16,22 40:13 148:3 154:10 12:24 30:21 37:23 153:22 41:13 42:7,16 told 79:20 115:14 42:24,24 48:20 thanks 133:15 43:9 48:4 49:22 115:20 118:9,12 65:15 106:5 theft 96:14 56:2,4 60:14,14 118:23 120:1 117:19 118:21 thereof 63:18 91:6 67:17 68:1 69:15 tolled 103:11 119:18 124:10 thereunder 94:9 73:11 80:4,9 tolling 102:20 146:13 thing 125:11 82:20 87:24 88:3 103:8 131:8 ten 8:4 24:3 34:10 142:16 144:3 88:8,10,24 89:2,11 tomorrow 63:25 36:2 40:7 96:9 152:5 153:4 89:15 95:1,5,18 87:6 145:5 97:18,20 98:10,11 things 68:25 73:21 96:6 104:9 112:21 top 23:13,22 31:7 118:19,25 119:8 84:25 88:19,21 114:24 117:5 59:6,9 60:8 63:12 119:11,17,20 150:12 153:6,18 119:2 120:10,17 71:23 tenants 35:22 think 36:13 37:21 120:18,21 130:1 topics 11:1 28:23 term 55:23 56:14 46:12,14 55:4 146:22 159:11,12 29:2,10 56:15,16 59:17 56:20 62:24 65:21 160:11 161:19 touch 28:24 112:5 62:3 152:4 67:6 68:13 78:13 163:13 touched 49:6 terminally 46:14 82:18 97:17 times 24:3 35:11 touches 106:17 terminated 116:22 110:15 128:11 88:6,9 103:18 tower 2:19 20:17 termination 62:7 145:10 148:16 127:13 151:2 21:17 22:5 23:19 96:8 151:2,10,15 154:9 timothy 151:9,14 31:6,21 35:15 terms 7:5 23:25 159:11 tires 9:11 156:2 37:14 50:12 62:20 25:19 51:11 57:15 thinking 64:6,7 title 2:12 8:17 9:17 64:23 66:3 92:23 88:20 105:5 third 8:18 18:19 9:18 18:24 20:15 92:24 96:5,12 161:14 162:10 thought 132:18 21:8 58:9,12,20 101:18 102:7,8 testified 5:3 81:4 thousand 23:21 63:15 66:23 68:24 104:24 105:4,16 96:22 97:17 139:2 132:14,19 133:1 69:6,9,11,20 70:2 112:3,11 114:19 139:3 148:3 152:9 70:9,21 71:2,7,11 115:7,8,12,20 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [tower - utility] Page 30 116:15,20,23 true 22:20 61:1,24 150:14,18 untrue 140:16 121:23 124:16 71:12 89:5 90:12 umbrella 10:6 unwilling 128:2 129:19 132:6 90:14 91:8,9,11,16 unannounced 9:13 update 113:22 133:11,18 137:1 122:23 149:15,17 unaware 47:18 uploaded 161:25 137:25 138:17 158:25 161:21 uncle 14:13 usage 2:21 25:6 139:3,23 140:2 162:4 undersigned 164:2 26:2 48:14 98:1,6 142:8,12 143:4 trued 91:12 understand 10:25 100:5 107:13 144:2,18,20,23 144:14 11:2 21:14,16,19 114:4 125:9,19 148:8,12,21,24 truthful 119:3 56:20 74:25 77:15 126:15 132:14 150:1,6,15,19 try 96:9 137:14 86:25 90:3 101:17 159:20 160:2,10 151:18,20,23 156:12 114:6 115:12 use 45:24 59:22 152:6,10,22 153:7 trying 9:1 36:6 138:6 150:5,9,15 62:2 124:15,17 153:10 68:11 86:24 89:1 understanding 126:14 164:10 tower's 101:16,20 100:13 117:21 22:3,22,23 48:20 uses 100:6,7 105:20 111:5 127:23 133:5 48:21 62:11 65:4 136:10 112:4 147:4 turn 48:16 59:11 113:1,6 125:7,8 utilities 34:19 38:2 149:15 153:12 88:13 109:4 138:2 135:13 38:25 39:10,19 towers 64:3 100:4 twice 45:20 understood 15:6 40:15,19 91:14 106:12 126:6 two 30:20 33:5,25 19:1 25:19 26:21 96:3 98:9 116:17 town 5:15 14:20 34:12 37:14 45:8 42:11 49:8 68:23 118:20 140:20,22 trade 116:2 59:13 72:13 84:19 76:18 113:25 141:8 142:6 144:8 tranche 16:13 84:24 103:16 128:15 144:14,25 transaction 21:10 159:6 undertake 8:11 utility 24:13,16,21 69:18 type 17:5,9 39:17 unethical 149:1,5 24:25 25:1,6,8,21 transactions 10:13 types 108:23 153:10 25:25 26:2 31:11 69:25 typewriting 162:4 unilaterally 62:24 31:20 32:2,4,6 transcript 161:20 typical 8:10 17:23 unison 58:19 59:3 34:22 37:1,5,8,23 162:3,4 163:6,11 70:14 59:21 61:1,23 38:21 39:2 40:2,5 163:13 164:3 typically 7:14,19 62:5,13,18 63:1,14 40:7,25 47:6,10,16 transcripts 161:20 8:20 9:2,6,15 10:9 64:1,4,5 65:18,19 63:3 70:6 74:1,12 161:24 42:25 45:17 70:17 87:8 95:7 74:14 75:5 78:18 transfer 59:3 156:10 unit 38:10,11 78:24 79:9,16 transferred 64:1 u united 1:1 80:7,16 81:8 82:6 84:23 85:2,25 university 5:19 82:10 83:10,14 ucc 17:7 86:8 87:4 91:17 unjust 152:14,18 84:6 91:12,16 ultimate 36:20 transferring 27:13 unjustly 96:5 92:7 98:1,6 ultimately 27:4 transfers 58:19 144:22 152:10 100:16 101:3,13 36:16 42:12 62:22 63:14,17 86:4 unknown 52:7,9 102:13 103:12 76:19 146:23 transparent 91:24 52:10 54:9 104:11,16 106:5 ulysses 4:2 101:17 tried 88:23 117:25 unoccupancy 107:2 112:23 101:17 140:19,21 33:24 118:4,25 119:15 141:3,7,25 142:1,5 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [utility - written] Page 31 121:19 131:4 100:6,9,15 101:12 violated 57:15 west 3:15 132:14 134:1,5,22 104:4,8,23 105:4 violating 51:11 whatsoever 68:5 134:23 140:3,9 105:15,24 106:5 violation 49:14 127:5 141:4 152:17,23 106:14,16,19,25 visits 9:13 wife 10:13 14:5 utilizing 31:19 110:21 111:9,21 void 136:20 willing 116:16,17 v 112:10 113:4,7 voidage 134:7 wireless 1:7 3:12 114:8,13,22 115:1 volatility 124:19 12:14,16 29:19 valid 87:2 115:3,9 116:22 voluntarily 59:22 30:6,10 32:15 value 41:19 117:1,11,16,21,24 vrf 33:17 37:22 38:5 40:24 103:18 118:13,19,24,24 vs 1:6 47:6 57:6 97:2 vance 68:12 119:14,17,18,24 w 114:14,22 115:1,4 variable 33:17 120:14,20,23 117:1,16 119:24 106:25 w 4:3 121:2,16,18 121:2,16 122:12 vendor 32:14 waive 51:16 122:11,15,24 123:11 verbal 110:25 waiver 51:19 123:11,16,25 wireless's 48:13 verbally 120:5 wake 43:21 125:2,17,18,23 witness 147:22 verbatim 161:12 walk 6:2 18:6 126:3 127:1,7 157:15 veritext 161:9,16 20:22 128:13 129:20 witnesses 154:8 163:9,16 want 11:24 21:13 130:11,11,24 157:18 159:8 verizon 1:7 3:11 70:7 77:5 86:25 132:9 133:21 161:23 11:7 12:13,15 97:23 137:15 135:21 140:24 woods 163:17 18:22 19:25 20:16 145:2,4 154:3 141:5,18,24,24 words 115:23 21:16,25 22:16 158:19 142:8,15 144:20 work 20:10,12 23:8,12,19 24:1,6 wanted 7:21 25:17 147:1 148:4,16,20 33:11 37:25 58:9 24:14 29:19 30:5 69:20,21 72:22 149:12,22 152:17 70:17 71:9 122:7 30:10 40:24 41:5 way 81:22 82:3 152:24 153:15 142:21 47:5 48:13 55:15 100:21 106:1 verizon's 66:1 worked 6:6,15 55:21,24 56:9 125:16,17 135:1 82:10 95:10 16:2 53:11 58:4 59:15 60:1,6 158:24 101:23 102:24 working 20:15 61:10 62:14,21 ways 8:7 136:23 105:5,18 110:16 39:14 102:19 63:7,23,25 64:3 we've 28:20 46:19 115:4 118:4 111:2 118:23 68:4 75:19 76:21 83:9 107:19 123:14 126:8,18 121:13 78:18,24 79:9,15 127:11 150:13 127:1,4,8,10,14 worried 147:13 80:6,23 81:7,10,18 week 34:6 43:19 128:1,3 132:14 worry 144:24 82:2,5 84:25 85:3 45:20 152:11 156:16 147:12 85:9,13,14 86:1,21 weeks 33:6,9,14 158:6,7 worth 99:13 87:12 88:2 92:23 33:19,23 146:25 versus 107:2 wrapped 148:17 93:13 94:6,13,18 weighing 23:20 125:17 126:12 write 132:10 95:13 96:4,7,10,23 went 5:16,19 view 10:23 87:4 writing 116:10 97:2,6,12,22,24 15:11 16:7 54:15 116:21 written 4:14 98:5,17,18,19,20 93:2,6,22,25 110:23 116:13 98:20,25 99:12,20 100:20 Veritext Legal Solutions 800.808.4958 770.343.9696 30(b)(6) Jay Patel January 15, 2018 SJP Investment Partners vs. Cellco [wrong - york] Page 32 wrong 125:8 wyatt 121:3,7,9 x x 2:1,6 y y 5:10 80:1 y'all 33:10 98:24 101:7 yahoo.com 46:8 yahoo.com. 46:9 yeah 14:8 19:24 31:15,18 34:16 35:11 37:9 42:1 44:25 46:21 64:6 65:18,21,23 70:24 71:22 107:15,18 109:2,19 116:16 120:1,11 128:16 130:22 131:12 132:24 140:10 143:10,17,20 144:23 146:16 154:15 155:21 156:7,9 160:4,13 160:14 year 5:25 6:9 25:10,11 51:16,21 53:9 114:25 124:18 130:17 132:22,25 years 6:18 59:23 96:10 97:18,20 98:11,12 102:22 118:20,25 119:8 119:11,18,20 131:9 yep 76:13 136:25 yesterday 54:16 york 5:19 Veritext Legal Solutions 800.808.4958 770.343.9696 Alabama Rules of Civil Procedure Part V. Depositions and Discovery Rule 30 (e) Submission to witness; changes; signing. When the testimony is fully transcribed the deposition shall be submitted to the witness for examination and shall be read to or by the witness, unless such examination and reading are waived by the witness and by the parties. Any changes in form or substance which the witness desires to make shall be entered upon the deposition by the officer with a statement of the reasons given by the witness for making them. The deposition shall then be signed by the witness, unless the parties by stipulation waive the signing or the witness is ill or cannot be found or refuses to sign. If the deposition is not signed by the witness within thirty (30) days of its submission to the witness, the officer shall sign it and state on the record the fact of the waiver or of the illness or absence of the witness or the fact of the refusal to sign together with the reason, if any, given therefor; the deposition may then be used as fully as though signed unless on a motion to suppress under Rule 32(d)(4) the court holds that the reasons given for the refusal to sign require rejection of the deposition in whole or in part. (F) Certification and filing by officer; exhibits; copies; notice of filing. (1) The officer shall certify on the deposition that the witness was duly sworn by the officer and that the deposition is a true record of the testimony given by the witness. Unless otherwise ordered by the court, the officer shall then securely seal the deposition in an envelope indorsed with the title of the action and marked "Deposition of [here insert name of witness]" and shall promptly file it with the court in which the action is pending or send it by registered or certified mail to the clerk thereof for filing. DISCLAIMER: THE FOREGOING CIVIL PROCEDURE RULES ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE ABOVE RULES ARE CURRENT AS OF SEPTEMBER 1, 2016. PLEASE REFER TO THE APPLICABLE STATE RULES OF CIVIL PROCEDURE FOR UP-TO-DATE INFORMATION. VERITEXT LEGAL SOLUTIONS COMPANY CERTIFICATE AND DISCLOSURE STATEMENT Veritext Legal Solutions represents that the foregoing transcript is a true, correct and complete transcript of the colloquies, questions and answers as submitted by the court reporter. Veritext Legal Solutions further represents that the attached exhibits, if any, are true, correct and complete documents as submitted by the court reporter and/or attorneys in relation to this deposition and that the documents were processed in accordance with our litigation support and production standards. Veritext Legal Solutions is committed to maintaining the confidentiality of client and witness information, in accordance with the regulations promulgated under the Health Insurance Portability and Accountability Act (HIPAA), as amended with respect to protected health information and the Gramm-Leach-Bliley Act, as amended, with respect to Personally Identifiable Information (PII). Physical transcripts and exhibits are managed under strict facility and personnel access controls. Electronic files of documents are stored in encrypted form and are transmitted in an encrypted fashion to authenticated parties who are permitted to access the material. Our data is hosted in a Tier 4 SSAE 16 certified facility. Veritext Legal Solutions complies with all federal and State regulations with respect to the provision of court reporting services, and maintains its neutrality and independence regardless of relationship or the financial outcome of any litigation. Veritext requires adherence to the foregoing professional and ethical standards from all of its subcontractors in their independent contractor agreements. Inquiries about Veritext Legal Solutions' confidentiality and security policies and practices should be directed to Veritext's Client Services Associates indicated on the cover of this document or at www.veritext.com.

Supplement Exhibits to Deposition

FILED 2018 Jan-31 PM 05:06 U.S. DISTRICT COURT N.D. OF ALABAMA IN THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION SJP INVESTMENT PARTNERS LLC, Plaintiff, v. CIVIL ACTION FILE NO.: 2:17- CV- 79 -AKK CELLCO PARTNERSHIP d/b /a VERTZON WIRELESS, et al. Defendants. RULE 30(b)(6) DEPOSITION NOTICE OF PLAINTIFF SJP INVESTMENT PARTNERS, LLC TO: SJP INVESTMENT PARTNERS, LLC c/o Bryan M. Knight Knight Johnson, LLC One Midtown Plaza 1360 Peachtree Street, Suite 1201 Atlanta, Georgia 30309 Pursuant to Rule 30(b)(6) of the Federal Rules of Civil Procedure, Plaintiff SJP Investment Partners LLC ("SJP") is required to designate one or more officers, directors, or managing agents, or other persons who consent to testify on its behalf with respect to the following matters for examination: 1 1. The identity and citizenship of SJP's members and, if applicable, its members' beneficial owners. 2. The July 7, 2006 Building and Rooftop Lease Agreement (attached as Exhibit A to SJP's Complaint) (the "Lease), including all amendments, modifications, assignments, transfers, or purchases of the Lease. 3. All notices sent or received under the Lease, including the method, manner, date, and subject- matter of such notice. This topic includes, but is not limited to, the following notices: (a) December 9, 2016 letter from SJP's counsel to Verizon Wireless and others, (b) November 29, 2016 letter from SJP's counsel to Verizon Wireless and others, and (c) September 29, 2016 letter from SJP's counsel to Verizon Wireless and others. 4. The facts that support SJP's claim that it "acquiréd all of Pickwick Investments, LLC's rights, title and investments in the Lease" as alleged, in part, in the November 29, 2016 notice letter and complaint. 5. The facts that support SJP's claim that Verizon Wireless was "in default of the Lease for failure [of Verizon Wireless] to pay [SJP] all the monthly rental payments due thereunder" as alleged, in part, in the September 29, 2016 notice letter. 6. The amount of rental payments SJP contends are currently due under the Lease and all facts, calculations, assumptions and methodologies that support such amount. 7. The facts that support SJP's claim that Verizon Wireless was "in default [of the Lease] for its failure to install an electrical submeter at is sole cost and expense" as alleged, in part, in the September 29, 2016 notice letter and complaint. 8. The facts that support SJP's claim that Verizon Wireless was "in default [of the Lease] for its failure ... [to] reimburse [SJP] for the use of electrical power as required under the Lease" as alleged, in part, in the September 29, 2016 notice letter and complaint. 2 9. The facts, assumptions, calculations, and methodologies for SJP's demand of $184,500 for "reimbursement of electrical service" as claimed in the September 29, 2016 notice letter and complaint. 10. The amount of electrical power reimbursements SJP contends are currently due under the Lease and all facts, calculations, assumptions and methodologies that support such amount. 11. The facts that support SJP's claim that it "has been advised certain partial payments may have been made by [Verizon Wireless]" as alleged in the September 29, 2016 notice letter. 12. The electrical meter(s) installed by Verizon Wireless, T-Mobile and others on the rooftop of the building located at 1023 20th Street South, Birmingham, Alabama (the "Hotel"). 13. SJP's due diligence and acquisition of the Hotel. 14. The documents (e.g., purchase agreement, assignment, transfer agreement, etc.) relating to SJP's due diligence and acquisition of the Hotel. 15. Payments received from or on behalf of T-Mobile for electrical power use at the Hotel. 16. Invoices T- Mobile has received for electrical power use at the Hotel. 17. Payments received from or on behalf of Ulysses Asset Sub II, LLC or American Tower Corporation (collectively "ATC") relating to the Hotel, including electrical power payments, rental payments, and assignment payments. 18. Costs and expenses related to the installation of an electrical meter at the Hotel concerning T-Mobile. 19. Electrical power usage at the Hotel and the amount thereof. 20. Electrical power usage SJP contends T-Mobile has used at the Hotel. 3 21. Electrical power usage SJP contends Verizon Wireless has used at the Hotel. 22. Payments SJP has received for electrical power usage at the Hotel. 23. Agreements entered into between SJP and T- Mobile or ATC relating to electrical power usage at the Hotel and rent for any leased space at the Hotel. 24. Communications to those working at or on behalf of the Hotel relating to Verizon Wireless' access to the premises subject to the Lease. 25. Verizon Wireless access to the Hotel and the premises subject to the Lease, including SJP's decision to prevent or limit Verizon Wireless' access to the Hotel and premises subject to the Lease on May 12 and 25, 2017, and June 21, 2017. 26.Commitment issued by Jefferson Title Corporation, as agent for Stewart Title Guaranty Company, relating to SJP's acquisition of the Hotel. 27. The Receiver's Deed conveyed to SJP relating to the Hotel. The Quitclaim Deed and Assignment of any Right of 28. Redemption conveyed to SJP relating to the Hotel. 29. The August 9, 2016 Agreement of Purchase and Sale entered into between SJP and Jeffrey Kolessar of GF Management, as receiver. 30. Communications with ATC regarding the Lease, Verizon Wireless' access to the Hotel and the premises subject to the Lease, electrical meters relating to the Hotel and premises subject to the Lease, and payment for electrical power usage at the Hotel. 31. Hotel's account with Alabama Power. 32.Efforts to locate and produce documents responsive to Verizon Wireless' Request to Produce. 4 Before January 11, 2018, SJP is instructed to provide the names and titles of the persons designated to give testimony and identify the subject matter (i.e., topic number(s)) on which each designated person will testify. Fed. R. Civ. P. 30(b)(6). The deposition of SJP will take place on Monday, January 15, 2018, beginning at 10:00 a.m. (Eastern Time), at the law offices of Knight Johnson, LLC, One Midtown Plaza, 1360 Peachtree Street, Suite 1201, Atlanta, Georgia 30309, upon oral examination pursuant to the Federal Rules of Civil Procedure. The deposition will be taken before an officer authorized to administer oaths by the law in the place of the deposition. The oral examination will continue from day to day until its completion. The deposition will be recorded stenographically (and possibly by video and sound). 5 This 27th day of December, 2017 pectfully submitted, Mic ael P. Kohler Georgia Bar No. 427727 Admitted Pro Hac Vice Miller & Martin PLLC 1180 West Peachtree Street, N.W., Suite 2100 Atlanta, Georgia 30309 -3407 404 -962 -6403 404-962 -6303 (f) michael.kohler @millermartin.com William H. Morrow Lightfoot, Franklin & White, L.L.C. The Clark Building 400 North 20th Street Birmingham, AL 35203 -3200 205-581-0700 205-581-0799 (f) wmorrow @lightfootlaw.com Attorneys for Defendant Cellco Partnership d/b /a Verizon Wireless 6 CERTIFICATE OF SERVICE hereby certify that on December 27, 2017, the foregoing RULE 30(b)(6) I DEPOSITION NOTICE OF PLAINTIFF SJP INVESTMENT PARTNERS, LLC was served upon the following by email and U.S. Mail: Joseph A. Fawal Fawal & Spina 1330 21st Way South, Suite 200 Birmingham, Alabama 35205 Email: jfawal @fawalandspina.com Attorneys for Plaintiff Bryan M. Knight Knight Johnson, LLC One Midtown Plaza 1360 Peachtree Street, Suite 1201 Atlanta, Georgia 30309 Email: bknight @knightjohnson.com Attorneys for Plaintiff W. Patton Hahn Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. 420 North 20th Street, Suite 1400 Birmingham, Alabama 35203 Email: .hahn s bakerdonels. .com Attorneys for Defendant U'! es Asset Sub II, LLC icháel P. Kohler Georgia Bar No. 427727 Admitted Pro Hac Vice 7 1 LESSEE Site Name: PiCKWiCK HOTEL LESSEE Market No. 100041 LESSEE Location Nn. 170596 DOC # -BRA9-26-97 BUILDING AND ROOFTOP LEASE AGREEMENT This Agreement, made this day of 20 04 between PICKWICK, INVESTMENTS, LLC, with an office located al 1023 20i11 treet uth, Birmingham, Alabama 35205, Tax ID it 630910800, hereinafter designated LESSOR and CELLCO PARTNERSHIP, a Delaware General Partnership, d/bla Verizon Wireless, with its principal offices at 180 Washington Valley Road, Bedminster, New Jersey 07921, hereinafter designated LESSEE. The LESSOR and LESSEE are at times collectively referred to hereinafter as the "Parties" or individually as the "Party" W ITNESSI,TH In consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Parties hereto agree as follows: LEASE AGREEMENT 1. PREMISES. LESSOR hereby leases to LESSEE Five Hundred Thirty Seven (537) square feet on the roof of the.property at 1023 20th Street South, Birmingham, Alabama, (the entirety of LESSOR's property is referred to hereinafter as the "Property") as shown in Exhibit "A" attached hereto and made a part hereof together with the non-exclusive right for ingress and egress for the purpose of installation and maintenance of the demised premises dùring normal business hours, except in the case of emergency, in which case LESSEE shall have access to the demised premises seven (7) days a week, twenty-four (24) hours a day, which roof space and access are collectively referred to hereinafter as the "Premises ". Furthermore, routine maintenance on the Premises shall only be performed by the LESSEE or its authorized agents or representatives between the hours of 10:00 a.m. and 4:00 p.tn. LESSOR also grants to the LESSEE the right and Sufficient space for the installation and maintenance of wires, cables, conduits and pipes as shown in Exhibit "A" running from the leased floor space to the leased roof space. 2. TERM: ELECTRICAL. .'!'his Agreement shall be effective as of the date of execution by both parties, provided, however, the initial term shall be for five (5) years and shall commence on the Commencement Date (as hereinafter defined), at which time rental payments will be due at an annual rental of Twenty-Two Thousand Eight Hundred and 00/100 Dollars ($22,800.00), to be paid in equal monthly installments of One Thousand Nine Hundred and 00/l00 Dollars. (S 1,900,00) on the first day of the month, in advance, to Pickwick Investments, L,LC, 1023 201' Street South, Birmingham, Alabama 35205, or to such other person, firm or place as the LESSOR may, from time to time, designate in writing at least thirty (30) days in advance of any rental payment date. The Commencement Date is defined as the first (I st) day of the month following the date this Agreement is executed by the Parties or the first (1st) day of the month following the date LESSEE is granted a building permit by the governmental agency charged with issuing such permits, whichever event occurs first, however, in no event shall the Commencement Date be later than July 1, 2006. LESSEE shall furnish and install an electrical submeter at the Premises for the measurement of electrical power used by LESSEE's installation. If LESSEE is unable to install an electrical submeter, LESSEE shall pay for its own power consumption used thirty (30) days after receipt of an invoice from LESSOR indicating.the usage amount. 3. EXTENSIONS. This Agreement shall automatically be extended for four (4) additional five (5) year terms unless the LESSEE terminates it at the end of the then current term by giving the LESSOR written notice of the intent to terminate at least six (6) months prior to the end of the then current term. DEFENDANT'S EXHIBIT a$:_ 1 4. EXTENSION RENTALS. Beginning on the first anniversary of (he Commencement Date, and occurring on each subsequent atmivcrsary, LESSEE agrees to increase the annual rental amount by three percent (3 %) over the previous year's rental amount throughout the Initial Tenn and any Renewal Term. 5. ADDI'T'IONAL EXTENSIONS. If at the end of the fòurih (4111) five (5) year extension term this Agreement has not been tenninated by either Party by giving to the other written notice of an intention to terminate it at saine covenants, least three (3) months prior (o (he end of such term, this Agreeltment Sllall continue in force upon the (5) year tenns thereafter until terminated by either terms and conditions for a filrther terns of live (5) years and for five notice of'its intention to so terminate at least three (3) months prior to the end ot'such Party by giving to the other written Annual rental for each such additional five (5) year tern shall be equal to 1[5% of the annual rental payable with teen. ' respect to the ilnmedicltely preceding five (5) year terns. 6, USE; GOVERNMENTAL APPROVALS. LESSEE shall use the Premises for the purpose cif will maintain the constructing, maintaining and operating a communications titcility and uses incidental thereto. LESSEE improvements shall he at LESSI313's expense,:aid the leased portion of the roof in a waffler tight condition. All be the discretion and option of the LESSEE, LESSEE shall have the tight to installation of all improvements shall at equipment is specified or not replace, repair, add or otherwise modify its equipment or any portion thereof, whether the The LESSEE shall not make unreasonable noise and on any exhibit attached hereto, during the tenii of this Agreement. or constrclion during reasonable business hours, and shall not engage in shall perform all ordinary servicing, alterations the quiet enjoyment of other tenants to the Building. LESSEE will maintain the Premises in any activity which affects any damage caused to the good condition, reasonable wear and tear excepted. The LESSEE shall be responsible for ordinary wear and tear, and casualty not occasioned by the roof and other properly of the LESSOR by its operations, and if the LESSEES fails to make appropriate repairs within'a reasonable LESSEE excepted. If such damage oceurs: reasonable expenses of repair and period of lime, the LESSEE shall pay to the LESSOR, in addition to any damages, event any subcontractors are used to perform heavy equipment collection, including attorney's fee and costs. In the LESSEE will make reasonable efforts to use Union subcontractors to perlbrnt all such construction or crane services, the by held by LESSEE. LESSOR will maintain construction on the Premises. Title to the LESSEES ccetipment shall Premises, good condition, reasonable wear and tear excepted, It is Property around the Premises, excluding the in its obtaining after the execution date understood and agreed that LESSlî13's ability to use the Premises is contingent upon of this Agreement all of the certificates, permits and other approvals (collectively the "Governmental Approvals") that as well as a satisfiictory building structural analysis which will maybe required by any Federal, State or I.oeal authorities LESSOR shall reasonably and at no cost to LESSOR cooperate permit LESSEE use of the Premises as set (brill ubovc. effort to obtain such approvals and shall take no action which would adversely affect the status of with LESSEE iIl its event that any of' such applications for such the Property with respect to the proposed use thereof by LESSEE, In the rejected or LESSEE determines that such Governmental Approvals may not Governmental Approvals should be finally is canceled, expires, lapses, or is be obtained in a timely mariner or any Governmental Approval issued to LESSEE or that the LESSEE determines that thé site is no longer otherwise withdrawn or terminated by a governmental authority LESSEE, in its sole discretion, will be tenable to use the Premises for its technically compatible for its use or that LE,SSEE shall have the right to terminate this Agreement. Notice of the Ll SSEE's exercise of its intended purposes, ipt requested, and shall be effective right to terminate shall be given to LESSOR in writing by certified mail, return ree. rentals paid to said termination date shall be retained by the upon the mailing of such notice by the LESSEE. All Agreement shall become null and void and the Parties shall have no further LESSOR, Upon such termination, this obligations including the payment of money, to each other. 7, INDEMNIFICA'T'ION. I?ach Party shall indemnify and hold the other luumless against any claim of liability or loss from personal injury or property damage resulting from or arising out of the use and occupancy of the Pieimmiscs or the Property by the Party, its servants or agents, excepting, however, tilt claims or cfnnuiges as may be due to or caused by the acts or omissions of the other Party, or its servants or agents. the 8. INSURANCE. The Parties hereby waive any.ancf all rights of' action for negligence against of' damage to the premises or to property, resulting from any fire, or other other which may hereafter arise on account end LESSEE each agree that at casualty covered by standard lire insurance polieie i with extended coverage, LESSOR general liability and property liability insurance +mh its o vn cost and expense, each will maintain comprehensive U4/t)4/U6 444.538 2 1 liability limits of not Jess than $1,000,000 for injury to or death of one or more .persons in any one occurrence and $500,000 for damage or destruction to property in any one occurrence. 9. INTERFERENCE. LESSEE agrees to have installed radio equipment of the type turd frequency which will not cause measurable interference to the equipment existing as of the dale this Agreement is executed by the Parties including. normal electronic appliances or reception of radio or television signals of the LESSOR or other LI3SS13fìs of the Property. In the event LESSI3E's equipment causes such interference, and after LESSOR has notified LESSEE of such interference, LESSEN will take all steps necessary to correct and eliminate the interference. LESSEE agrees to cooperate with all present and future LESSEES as reasonably necessary to prevent interference. LI ?SSf313 specifically understands and agrees that LESSOR may lease other portions (other than the Premises) of the the reception and -transmission of communication signals so long as such future- tenants, du not roof to other tentints for install equipment that interferes with LESS1?E's equipment. The Parties acknowledge that there will not be an adequate the provisions alibis paragraph and therefore, either Party shall have the right to reined)/ at law for non -compliance with specifically enlerec the provisions of this paragraph in a court of competent jurisdiction. 10. REMOVAL UPON TERM INA'l'ION. LESSEE, upon termination of the Agreement, shall, within ninety (90) days, removo its equipment, fixtures and All personal property and restore the Premises to its original condition, reasonable wear and Isar excepted, LESSOR agrees and acknowledges that all of the equipment, fixtures and property of the LESSEE and the LESSEE shall have the personal propety of the LESSEE shall remain the personal not said items are considered fixtures and attachments to real property under right to remove the saine, whether or applicable law, If such time for removal causes I.ESST'I3 Io remain on the Premises after termination of this Agreement, if LESSEE shall pay rent at the then existing monthly rate or on the existing monthly pro -rata basis based upon a longer of the building, anaemia structure, fixtures and all personal property are payment term, until such time as the removal .completed. 11, RIGAITS UPON SALE, Should the LESSOR, at any time during the term of this 'Agreement, shall be subject to this decide to sell all or any part of the Property to a purchaser other than LI3SSEl3, such sale Agreement and I.ESSl E's rights hereunder. 12. OU11 ENJOYMENT, 1' LiïSSOR covenants that LESSEI3, on paying the rent and performing. covenants shall peaceably and quietly have, hold and enjoy the Premises. l3. TITLE. LESSOR covenants that LESSOR is seized of good and sufficient title and interest w the LESSOR finther Property (subject to matters of record) and has full authority to enter into and,execute this Agreement. unrecorded liens, judgments or impediments of title on the Property, or aficcting covenants that there are ne other eascineriis or restrictions which prevent the use. L.1 SSOR's title to the same, and that there are no unrecorded covenants, of the Premises by the LESSEE as set forth above, . 14, INTEGRATION. It is agreed and understood that this Agreement contains all agreements, agreements, promises or promises and understandings between the LESSOR and LESSEE': and that 'no verbal or oral the LESSOR or LESSEE ù any dispute, controversy or proceeding at law, understandings shall be binding upon either or modification to this Agreement shall be void and ineffective unless made in writing signed and any addition, variation such finding shall by the Parties. in the event any provision of the Agreement is found to be invalid or unenforceable, 'flic. failure of either Party to not eftbet he validity and enforceability of the remaining provisions of Ibis Agreement. or conditions of this Agreement or to exercise any of its tights under insist upon strict performance of'any ol'the terms shall not'aiva such rights and such Party shall have the right to enforce such rights at tiny time and take the Agreement such action as may he lawfìll and authorized under this Agreement, either in law or in equity. 15, GOVERNING L.AW, This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the laws dale Stale in which the Properly is located. 04/04/06 444538 3 1 i6, ASSIGNMENT. This Agreement inay be sold,.assigned or transferred by the LESSEE without any approval or consent of the LESSOR to the LESSI3I3's principal, affiliates, subsidiaries of its principal or to any entity or substantially all of LESSisl3's assets in the market defined by the Federal Communications which acquires all or other business reorganization. As to Commission in which the Property is located by reason of tt merger, acquisition other parties, this Agreement may not be sold, assigned or transferred without the written consent of theLESSOR, which such consent will not be unreasonably withheld or delayed. I 7. NOTICES. All notices hereunder mush be in writing and shall be deemed validly given if sent courier's regular business is delivery by certified mail, return receipt requested or by commercial courier, provided the service and provided further that it guarantees delivery to the addressee by the end of the next business day following the that the Party to be notified may have courier's receipt from the sender, addressed as follows (or any other address designated to the sender by like notice); LESSOR:' Pickwick Investments, LLC 1023 20'x' Street South. Birmingham, Alabama 35205 LESSEE: Calico Partnership ci/b/a Verizon Wireless (80 Washington Valley Road l3edminster, New Jersey 07921 Attention: Network Real Estate courier, as permitted above, Notice shall be eftbetive upon mailing or delivering the same to a commercial heirs, personal representative, 18. SUCCESSORS. "finis Agreement shall extend to and bind the successors and assigns of the i'artics thereto. 19. SUBORDINATION ANI) NON -DISTURBANCE. At LESSOR's option, this Agreement shall be which from time to time may encumber all or part of subordinate to any mortgage or other security interest by LESSOR however, every such mortgage or other security interest shall recognize the the Property or right-of-way; provided, interest and also LESSEE's right to remain in validity of this Agreement in the event of a (foreclosure of LESSOR's not in default of this Agreement. LESSEE shall occupancy of and have access to the Premises as long as LESSEE is be required to evidence this subordination clause. In the event the execute whatever instnimetits may reasonably the. LESSOR immediately after this Agreement is Property is encumbered by ti mortgage or other security interest, LESSEE a non -disturbance agreement for each executed, will use commercially reasonable efforts to obtain and furnish form. In the event the LESSOR defaults in the payment and/or such mortgage or other security interest in recordable or other security interest encumbering the Property, LESSEE, may, at its sole option other performance of any mortgage doing so, LESSEE shall be subrogaled to any and and without obligation, cure or correct LESSOR's default and upon or security interest and the LESSEE shall be entitled all rights, titles, liens and equities of the boklers of such mortgage may otherwise become due under this Agreement the sums paid by LESSEE to to deduct and setoff against all rents that cure or correct such defaults. of this Lease Agreement which 20. RECORDING. LESSOR agrees to execute a Memorandum set forth in the Memorandums of Lease is for LESSEE may record with the appropriate Recording Officer, The date of either tern or rent payments, recording purposes only and bears no reference to commencement in the event there is a default by the LESSEE with respect to any of the provisions - 21. DEFAULT. shall give LESSEN written of this Agreement or as obligations tinder it, including the payment of rent, the LESSOR notice, the LESSEE shall have fifteen (15) days in which to cure any notice ofsueln cfefitult, Abler receipt of such written shall have such default, provided the LESSEE monetary delimit and. thirty (30) days in which to cure any non -monetary reasonably if the nature of the cure is such that it extended period as may be required beyond the thirty (30) days more than thirty (30) days and the LESSEE commences the cure within the thirty (30) day period and thereafter requites 04/04/06 444538 d 1 continuously and diligently pursues the cure to completion, The LESSOR may not maintain any action or effect any remedies for default against the LESSEE unless and until the LESSEE has failed to cure the same within the time periods provided in this paragraph, If LESSEE defaults and fails to cure, all of the rent for the remainder of the then entrant term shall, at LESSOR'S option, become immediately due and payable. In addition to LESSOR'S rights and remedies under applicable law, LESSOR may terminate this lease upon LESSEE's default and the passing of the applicable cure period if LESSEE has not reasonable cured such default, by giving thirty (30) days notice. LESSEE agrees to pay all of LESSOR'S reasonable costs and expenses, including reasonable attorneys' fees incurred in enforcing this lease, 22. ENVIRONMENTAL. a. LESSOR will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, er policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way related to activity now conducted in, on, or in any way related to. the LESSOR's use of tho Property, unless such conditions or concerns are caused by the activities of the LESSEE. b. LESSEE will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are in any way related to activity now conducted in, on, or in any way related to LESSEE'S use of the Premises, unless such conditions or concerns are caused by the activities of the LESSOR. ' c. LESSOR shall hold LESSEE harmless and indemnify the LESSEE from and assume all duties, (for responsibility and liability at LESSOR's sole cost and expense, for all duties, responsibilities, and liability payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any action, notice, claim, order, summons, citation, directive, Iitigation, investigation or proceeding which is in any way related to: a) LESSOR's failure to comply with any environmental or industrial hygiene law, including without limitation any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of as liabilityy or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions may now or at any time hereafter be in effect, unless such compliance results from conditions caused by the LESSEE; and b) any environmental or industrial hygiene conditions arising out of or in any way related to the LESSOR's use of the Property or activities conducted thereon, unless such environmental conditions are caused by the LESSOR's use of the Property. d. LESSEE shall hold LESSOR harmless and indemnify the LESSOR from and assume all duties, (for responsibility and liability at LESSEE's solo cost and expense, for all duties, responsibilities, and liability payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is in any way related to a) failure to comply with any environmental or industrial hygiene law, including without limitation any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, unless such compliance results from conditions caused by the LESSOR; and b) any environmental or industrial hygiene conditions arising out of or in any way related to LESSEE's use of the Premises or activities conducted thereon, unless such environmental conditions are caused by the LESSOR. 23, CASUALTY. In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within forth -five (45) days following same or, if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt LESSEE's operations at the Premises for more than forty-five (45) days, then LESSOL may at any time following such fire or other casualty, provided LESSOR has not completed the restoration required to permit LESSEE to resume its operation at the Premises, terminate this Lease upon fifteen (15) days written notice to LESSOR, Any suoh notice of termination shall cause this Lease to expire 04/07/06 444538 5 1 with the same force and effect as though the date sei forth in such notice were the date originally set as the expiration date of this Lease and the parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this i.ease, Notwithstanding the foregoing, all rental shall abate during the period or such fire or other casualty. 24. CONDEMNA'T'ION, in the ebent of any condemnation of the Property, LESSEE may terminate lids Lease upon fifteen (I5) days written notice tit LESSOR if such condemnation may reasonably be expected to disrupt LESSl3L's operatiòns at the Premises for inure than forty -five (45) days. LESSEE may on its own behalf make a claim in any condemnation proceeding involving the Premises for losses related to the antennas, equipment, its relocation costs and its damages and losses (hut not for the loss of its leasehold interest). Any such notice of termination shall cause this Lease to expire with the sane force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Lease and the parties shali make an appropriate adjustment as of such termination date with respect to payments due to the other under this Lease. 25. SU13MiSS1ON OP !EASE. The submission adds Lease for examination does not constitute an oiler to lease the Premises raid this J.case becomes effective only upon the full execution of this Lease by the Parties. If any provision herein is invalid, it shall be considered deleted from this Lease and shall not invalidate the remaining provisions of this Lease. l iach of the Parties hereto warrants to the other that the person or persons executing this Lease on behalf of such Party has the 11ííi right, power and authority to enter into and execute this Lease on such Party's behalf and that no consent from any other person or entity is necessary as a condition precedent to the legal et1i:et of this Lease. 2C. APPLICABLE LAWS. LESSEE shall use the Premises as may he required or as permitted by applicable laws, rules nnci regulations. LESSOR agrees to reasonably cooperate with the LESSEE regarding any compliance required by the LIìSSI31; in respect to its use of the Premises. 27. SURV1.VAl.. The provisions of the Agreement relating to indemnification from one Party to the other Party shall survive any termination or expiritlion of this Agreement. Additionally, tory provisions of this Agreement which require perfonuance subsequent to the termination or expiration of this Agreement shall also survive such termination or expiration. ' 28. CAPTIONS'. t'lrc caption~ contained in titis Agreement are inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction or interpretation ol'the Agreement. 29. 'I'I1e LESSOR shall have the right to show said Premises to prospective purchasers at any reasonable time during the tenu hereof and the right to shove the Premises to prospective tenants during the last year of each tenn hereof so long as neither LI SSOR's representative nor any prospective purchaser disturb LESS1 E's equipment in any way. 30. LESS1iI i agrees to cooperate with f.ESSOR in- connection with any repairs or replacement of the roof, including temporary relocation of its equipment at no cost to LESSOR, so long as such relocation allows LESSEE maintain the same level of courage, allow air ito interruption in the 'service provided by LI3SSl?l, and occurs no more - Ilion once per five (5) year lent). 31. LESSIl i agrees %hat it will not puncture the roof. 32. LESSlai may not install or'use a generator or e! storage lank. 33. LESS] iti agrees that only one telecotntnunioation provider or company may operate li'otn the Premises at any one time. 34. LESSEN shall he responsible nitr all ad valorem taxes directly related to any of LESSL:E's improt5omeils on the Premises. 04 /04/06 444538 G 1 IN WITNESS WHEREOF, the Parties hereto have set their handsand affixed their respective seals the day and year first above written. LESSOR: Pickwick Investments, LLC BY; ITS: %A 1fiYG 1,f-t, //7¡¡l i/tV b7 64 BY: E. ITS: f _LiclAtAtSildit(LESSEE; Cellco Partnership d/b/a Veri-t.oq Wi less BY: . Hans F. utenegger Area Vice President - Network - South Area WITNESS 444467.1 04/07/06 444538 7 1 Exhibit A (Sketch of Property) 04/04/06 444538 8 1 xnauw - WEST ORZO - MOHTH ti .a/2 Sw--41 - wnMtnc EINNNINEENINIE 2311112115 !!!!!!!!!!!!! i c3®© if 1f1 o 1 0 ill ï 0 Ili h `11 g r;; rt 30111 tur tt > Fit rr, cf z j g a 4 # P: />; 1- 41. 3 g I r e p, r á #é I 'ob. IL to 1 P tV r c I P I P P y x y ç S 1'4 TYPE or SURVEY ROOFTOP REY1L10He Mevl.1 W1 R1,R BMW Engineering Group, ine, Yob Oak Mountain Circle CLIENT CELLCO PARTNERSHIP eaw use LW re tart emM Paiham, Mamma 70300 OLD ALABAMA CONNECTOR RO.' lera e Tu eemL4 eAVr r.e AlPFLIRETTA; CA J0011 fnr om,nerrl la ma==ao engineertng group, inc. Webb 405) a5a69E5 Fatn (1o5) 320 -15O4 NHS r 271I l'AIL ÑÑ or/Ji/os 1 1. oC l'et 1s....-.ry M r rLLm a. a nenelmaeL a_ tae tau MINA Lro,a ns r+r BUILDING AND ROOF LEASE AGREEMENT THIS BUILDING AND ROOF 16th clay of May, 1 997 by LEASE AGREEMENT ("Lease") and between Pickwick entered into this Powertel /Birrriingltiam, inc. ("Lessee"). Investments, L.L.C. ("Lessor") and WHEREAS, Lessee desires to dishes to be erected on the roof operate wireless communications of a building owned by antennas and the roof upon which Lessee Lessor and to lease space on may install a cabinet, vault or wireless communications panel to house Lessee's equipment; and WHEREAS, Lessor desires to lease Lessor subject to tie terms of this unto Lessee portions of a building owned by Lease. NOW THEREFORE, in the parties agree as follows: consideration of the mutual covenants contained herein 1. Premises. Lessor leases unto to six (6) wireless Lessee the right to mount and communications antennas and 'dishes at operate up on Exhibit "A" (which such locations as shown currently only illustrates three (3) building owned by Lessor in the City antennas) on the roof of a of Birmingham, County of having a street address or 1023 20th Street Jefferson, Alabama, commonly known as Tlie Pickwick Hotel South, Birmingham, Alabama, which is ("Building"), which real property described in Exhibit is located on certain "B" attached hereto ("Property'). Lessee the right to iinstail a Lessor also grants cabinet, vault or panel in a penthouse Building or, alternatively, on the roof of the directly on the roof of the Building communication equipment. Lessee may run to house Lessee's the antennas and dishes coaxial cable between the equipment (collectively "Equipment") located on the roof and any other spade occúpied by (the roof and Lessee in or on the Building are referred to as the "Premises"). hereinafter collectively 2. Term. This Lease shall have an initial term of five (5) years the 16th day of May, 1997, and commencing continuing thereafter until the 16th day of ("initial Term"), May, 2002 3. Renewal Terms. Lessee shall have the right to extend same terms contained herein for Four (4) additional period(s) this Lease on the ("Renewal Ternis"). Each Renewal Term shall of five (5) years as set forth in this Lease except be on the some terms that Rent shall increase as provided in and conditions This Lesse shall autoInatically be paragraph 6(b). renewed for each successive Renewal Lessee notifies Lesso~ of Lessee's Term unless prior tothe expiration of the initial intention not to renew the Lease at least 30 days Term or the Renewal Term which is then in effect. i3; -AL- O 3 -7 1 DEFENDANT'S -- t..5- EXHSIBIT P CA6-A)3 ì c, k 4. i//, 0 'd 8169HOZ (Bd) 1H011 131E131(1 LZ Ll (B1)6002-1-nQ 4-. Use. The Premises shall be used by transmission of wireless communication Lessee for the receipt and signals. 5. Consideration. (a) Initial Term. As consideration for described herein, Lessee shall pay 'Lessor the use of the premises the sum of Nine Thousand and No/1 00 Dollars ($9,000,00) per annum ("Rent") payable in advance on the Commencement Date and on each anniversary of the at Lessor's address as specified in Commencement Date throughout the Initial Term paragraph 22 below. (b) Renewal Term. in the event that Lease as provided Iin paragraph Lessee elects to renew this 3, Rent shall accrue during the according to the following schedule: Renewal Term First Renewal Term $ 10,800.00 per annum Second Renewal Terni $ 12,960.00 per annum Third Renewal Term $ 15,552.00 per annum Fourth Renewal Term $ 18,562.00 per annum ..-x F. Utilities. Lessee may also install or not limited to electrical, telephone and fiber improve existing utilities including but may be located by Lessee or Lessee's optics service to the Equipment which agents or contractors on the Premises, in Building or on real broperty owned by the Lessor. Lessor shall at Lessee's request execute a separate written easement to the utility company providing the service in a formi which may bet filed of record evidencing this right. Lessee may utilize panels and connections within or upon the existing Building for the connection of utilities to service the Equipme it. Lessee may also install an electrical grounding system or improve any existing electrical grounding system located on the Building to provide the greatest possible protection from lightning damage to the Equipment. Lessee agrees, at its own cost, to ¡install a separate electrical meter to monitor the amount of .electricity consumed by the Equipment, and make such amount. periodic payments to the Lessor for 7, Taxes, Lessor shall be responsible for the taxes and other taxes which may be payment of any ad valorem assessed on the Premises or the Building of which the Premises is a part. Lessee shalt he responsible for the payment of personal property taxes on the Equipment which may be located oh the Premises. 8.. Lessor's Representations and Warranties. Lessor represents and warrants that it has no actual knowledge that Lessee's intended use of the Property as a site for the transmission and receipt of wireless communication' signals; for the construction and maintenance of communications equipment and antennas; and related facilities ("Intended 'Use") is prohibited by any covenants, restrictions, 2 HOMO 'd 8169H690Z (ffi) `1109)13110101d H:1,1 (001)61E-61-01Q reciprocal easome its, servitudes, subdivision rules or regulations. Lessor actual knowledge that there are any has no easements, licenses, rights of use or encumbrances on the Property which will interfere other Lessee's Intended Use of the Prer,iises. Lessor with or constructively prohibit the execution of this Lease by further represents and warrants that Lessor will not cause a breach or an event in any other agreement to which Lessor is a party. of default 9. Conditions Precedent. Lessee's obligation to shall be subject to and conditioned perform under this Lease upon: (a) Lessee securing appropriate approvals of the Premisss"from the Federal for Lessee's intended use Communications Commission and any other federal, state or local regulatory authority having the Premises ("Governmental jurisdiction over Lessee's proposed use of Approval"). (b)Lessee shall have the right to obtain a for a title policy froni title report or commitment a title insurance company of its choice. If, in the opinion of the Lessee, such title report shows any defects of title or liens or encumbrances adversely affect Lessee's use of the Premises which or Lessee's ability to obtain financing, Lessee shall have no obligation to perform under this Lease; (c) Lessee shall have the right to bave an Property performed,by an environmental environmental audit of the consulting firm of Lessee's choice. If the environmental audit reveals that the Property is materials, as that term is hereinafter contaminated with hazardous defined, Lessee shall have no obligation to perform under this Lease. If after Lessee takes possession of the Property hazardous materials are discovered to exist on, under, or terminate this Lease and Lessee shall ewe no beneath the Property, Lessee may further duties, obligations or liability to Lessor; and (d). Lessee may conduct radio frequency Studies") on the Property. a the RF propagation studies ("HF Studies do not provide results which meet the personal satisfaction of Lessee, with Lessee shall have no obligation to perform this Lease, urider Lessee's inability.to successfully satisfy these any other event which effbctivety prohibits conditions or the occurrence of Lessee's intended use of the Premises shall relieve Lessee from any obligation to perform under this Lease and shall entitle Lessee to restitution of any Rent which may have been foregoing conditions precedent shall be deemed paid in advance to Lessor. The been asserted by Lessee on or waived by Lessee if they have not before ninety (90) days after the date of this Lease. 1Q, Maintenance and Repair. Lessor shall maintain and at its sole cost and expense. Lessee' repair the Premises shall maintain its Equipment and any personal bZ0M0'd 8169NO2(Vid) MOH 131U131d L2 Ll (H01)600Z-91-OHQ property installedl by Lessee on the Premmrises at its sole cost and damage to the Premises caused by Lessee, expense. Any its employees, agents or invitees, promptly repaired at the sole cost and shall be expense of Lessee. IF Lessee fails to repairs td the Pre l'irtises occasioned make any by the acts of Lessee, its employees, invitees, Lessor,nf ay, at its option, cause agent or such repairs to be made and reimbursement from Lessee for the cost of the demand with not less than sixty (60) clays advance repairs. Lessor shall provide Lessee to the roof of the Building which may written notice of any maintenance or repair require a temporary relocation of the or which might otherwise interfere with Lessee's Wireless Communications Equipment Lessor covenants tilet any trcaintenance or repair work to the roof shall be Activities. with Lessee and shall Ise conducted in coordinated such a manner as to prevent Lessee's Wireless Communications interference with the roof conducted by Lessor Activities. Should the repairs and maintenance require the relocation of Lessee's to shall hold Lessee harmless and Equipment, Lessor indemnify other loss, cost or èxperise which may Lessee from the costs of relocation and any otherwise be incurred by Lessee as a result the repairs. or to the roof. of 1 i. insurance, Lessee shall maintain insurance personal injury, death and property damage coverage for public liability, with limits of not less than One under a policy of general liability insurance Million Dollars ($1,000,000) per Hundred Fifty Thousancl Dollars occurrence and Two ($250,000) in property clarnage. Lessee ' such fire, extended coverage and shalt maintain other casualty insurance ("Casualty insuring any of Lessee's Property insurance") located on the Building. Lessee responsible for any contribution or shall not be reimbursement of premiums paid by Lessor for policies of Extended Fire and Casualty narlie Lessor as an ladditionaf insured Insurance procured by Lessor. Lessee shall on all policies of commercial general insurance procured by Lessee pursuant to this- Lease. Said policies shali liability Lessor shall be giveh thirty (30) days provide that advance written notice prior to these policies of insurance. cancellation of 12. Subrogation. (a) hi General. All insurance policies if possible, contain required under this Lease shall, a waiver of subrogation insurance carrier. waives all of its rights to provision under the terms of which the case may be. if waivers of proceed against Lessor or Lessee, as the subrogation are obtained!, the party procuring insurance shall use its best efforts to obtain a such waiver of subrogation and a copy of the certificate of insurance which notes the insurance policy which notes the waiver of subrogatíon and a cópy of the insurance policy insurance carrier's assent to the waiver of endorsement which evidenced the subrogation. . 4 Mutual Release. Lessor and Lessee each (1.)) their respective representatives from any release the other and claims by them or any one claiming or under them by wà}i of subrogation or otherwise for damage to any person through or to the 4 HMOO'd 81b9HOZN) 1D311 133131(1 LZ:L1 (111Z)M-51-31Q Property and to the fixtures, personal property, improvements and the Property that are alterations in or on caused by or result from risks insurance policy carries) by ahem insured against under any and required by this Lease; releases shall be effective only if provided that such and to the extent that the same adversely affect the coverage do not diminish or as an additional insured on under such insurance policies. Lessor any insurance policy procured shall be named be named as an additional by Lessee and Lessee shelf insured on any insurance policy pursuant to this Lease, procured by Lessor 13, Lessee's Personal Property. Lessee shall have the Premises, from time to time, such right to place upon the panels, cabinets or vaults, Equipment, including but not limited to, equipment communication antennas, dishes, systems and other personal property emergency power at any time. Lessee) shall os Lessee so desires and may have the right during the term of remove the Same termination of this Lease whether by this Lease and upon Equipment installed iin or pieced upon lapse of time or otherwise to remove the the Premises. Upon termination of Lessee shall remové its Equipment from the Premises and this Lease, occasioned to the Premises by the repair any damage removal of the Equipment. A Equipment and other) personal description of the property owned by Lessee which Lessee shall be located on tlI a Premises anticipates are described on Exhibit "C" personal property owned by Lessee attached hereto, Any or attaches) to the B1uildìng which is located on the Premises whether shall remain the exclusive property affixed 'regard to whether the personal of Lessee without property is described on Exhibit "C 14. Termination. Except as terminated, without any penalty or otherwise provided herein, this Lease may be further liability upon written notice as follows: (a) By either party upon a default the other party wliichiclefault is not of any covenant or terni hereof by of default (without, hdwever, limiting cured within 30 days of receipt of written notice any other rights available to the parties to other provisions hereof); provided, pursuant that if the defauitingg party commences to cure the default within such period, and cures the default within efforts the default is caused by the acts of a such period (unless third must cure within a reasonable firne), the party, in which case the defaulting party non -defaulting party shall no entitled to declare a default; longer be (i.)) Upon 30 days' written notice by obtain or maintain through no fault of Lessee if Lessee is unable to Lessee any license, permit or other Governmental Approval necessary to the Equipment or business; construction and operation of the Lessee's (c) By Lessee for any reason or no reason advance written notice from Lessee to at all upon six (6) months Lessor; or r M/900'd 8169U6g70) 001011. X31llnd (E11)600Z-1-3N (d) By Lessee upon thirty Lessor allows any activities in (30) days advance notice in tlie. event the Building which substantially that Wireless Communiçations interferes with Lessee's Activities. 15. Title and Quiet Enjoyment. good and marketable title to the real Lessor represents and warrants that it has it has the full right and authority property of which the Premises are a part, that to enter into this Lease and the and warrant that they have the undersigned authority to enter into this Lease on behalf represent and to bind Lessor to the terms of this Lease. Lessor of Lessor have the right to Use the covenants that Lessee shall Premises for the purposes stated this Lease. Lessor warrants herein during the term of and represents that Lessor will indemnify Lessee against any protect, defend and interference with Lessee's use, the Premises of 16. Subordinatitrri. Lessee acknowledges that subordinate to any and all mortgages, deeds this Leese shall be and remain which presently encurnber the of trust or other liens or Premises, or which Lessor may hereafter encumbrances Premises; however, Lessor shall place upon the use reasonable good faith efforts to disturbance and altornment agreement obtain a non - which provides in pertinent part between any such mortgagee and that Lessee's Lessee disturbed in the event of a default by Lessor passessien of the Premises shall not be unless Lessee shall also be in under the mortgage, deed of trust or lien, default under the terms of this Lease. 17. Environmental Cortipliance. Lessor warrants of Lessor's knowieclgeland belief that and represents to the best the Property, the Building and the thereon are free of contaminants, oils, improvements asbestos, ration, PCB's, hazardous or wastes as defined Eby federal, substances state or local environmental laws, administrative orders or other materials tlie regulations or removal of which is required or the maintenance of which is prohibited, local çioverninenl authority (regulated or penalized by any federal, state or "Hazardous Materials"). Lessee may have an environmental audit of the Property and Builclirig that the Property or the Building are not performed and if the audit reveals free of Hazardous Materials, be obligated to take possession of Lessee shall not the the option of Lessee b4 void and of noPremises under this Lease. This Lease shall at are discovered to exist upon. further force or effect if Hazardous Materials about or beneath the Building after paossessiori of the Lessee takes Premises. 18. Interference Vllith Lessee. Lessor shall not enter into grant other persons or entities aclreeniectts which a lease, license or other (3uilchrig for the installa lion of wireless right of use for the roof of the communications equipment includiniti, but riot limited to, antennas, corìinlunications, dishes or satellite dishes Coinniunications Activities"), which Lessee reasonably (''Wir-oless Wireless Cimiiiiuriications Activities believes shall interfere with the coriclucted by Lessee. Lessor shall provide Lessee notice of any proposed use of the roof of the liuilcJing which will or may involve 6 620 /1.00'd 8169a 0Z(Xid) 1R011 X0lind LZ L1 (]01)b00Z-1-3E1 Wireless Communications analysis of the proposed Activities so that Lessee may conduct an interference Wireless Communications Activities. 19. Assignment. Any sublease, license or entered into by,Lessor or assignment of this Lease that is Lessee shall be subject to the Additionally, Lessee nay, upon notice to provisions of this Lease. in the Equipment, Lessor, mortgage or grant a and may assign this Lease security interest mortgagees or holders of security and the Equipment to any such (hereinafter collectiveiy referred interests including their to as "Secured Parties"). In successors and assigns execute such consent to such event; Lessor shall leasehold financing as may Secured Parties. Lessee may reasonably be required by assign this Lease without the affiliate of Lessee or to an entity consent of Lessor to an which acquires Lessee's, granted by the FedereliCommunications Cornmission, or rejection of tile' Lease pursuant to any laws (including any If communications license termination, disaffirrnance laws) by Lessee shall occur, bankruptcy,or insolvency or if Lessor shall terminate this Lessor will give to the Secured Lease for any reason, Parties prompt notice thereof and Secured Parties the right to Lessor will give the enter upon the Property during a commencing upon thé Secured 30-day period Party's receipt, of such notice for the removing any Equipmer¡rt. Lessor purpose of party beneficiaries of acknewledges that the Secured Parties shall be Lease. third - 20. Successors and Assigns. This Lease shall be binding upan and the benefit of the respeictive inure to heirs, personal representatives, of Lessor and Lessee, and stall be successors and assigns hi which the ticrilding is construed in accordance with the laws of the located. state 21. Notices. Any notice, report, demand, or request to Ile given by a statement, approval, consent, designation, tarty under the provisions of this Lease effective only when matde in writing shall bo party at the applicable address set and delivered personally or mailed to the other forth herein. Any party may designate a address by giving the other party different written notice of the change. L sso: PiCVw1S % Pickwick Investments, L.L.C. cio Chris Champion i4J- al .- ç u-e- Pickwick Hotel 1 1023 20th Street South (c, -fdvf 0 rw. `l? 1 Birmingham, Alabama 35205 fYM r314,b ! 1 Lessee: Powertel /Birrningham, Inc. 1233 0. G. Skinner Drive West Point, GA 31833 Attn.: Legal Department 7 17701800'd 8169R6T(Hd) 11011 13IC131d 8Z:L1 (BIÌ600Z-1-31fi 22. Waive of Lessor's Lien, Lessor hereby lien or such other lien which waives any statutory landlord's Lessor may have in the Equipment property owned byl Lessee as security or other persona(Lessee under this Lease. for the payment of sums due Lessor from 1 23. Compliancence with Law. Lessee shall comply with rules and regulations of all the laws, ordinances, applicable federal, state, county and city bureaus and departments concerning the placement of antennas governments, regulated aspects ofltlhe operation of and all other all necessary licenses and the Equipment, and shall procure and maintain permits. Lessor shall cooperate by actions which are essential to taking Lessee's compliance and procurementany reasonable efforts. . 24. Further Acts. Lessor and documents or take any acts which may Lessee agree to execute any additional the intent of this Lease including reasonably be required to effect the terms or of lease. but not limited to the execution of a memorandum 25. Access.1 Lessee shall furnish Lessor authorized by Lessee ("Authorized with a list of personnel who are Personnel") to service, maintain or inspect Equipment. Access olf Authorized Lessee's Personnel to Lessee's Equipment and the roof be unfettered. shall 26. Lessee's Default. if Lessee shall fail to make any payment of Rent twenty (20) days of lie date where clue or if within 1.1 express written covenant of this Lease Lessee shall fail to keep and perform and any. thirty (30) days after Lessee has received shall continue in default for a period of of performance from Lessor, written notice of such default and demand Lessor may commence judicial however, if any default shall occur proceedings, provided, (other than in the payment of Rent) be cured within a period of thirty (30) days and Lessee, prior to the which,cannot (30) days from and miter the giving expiration of thirty of notice as aforesaid, commences to such default and proceeds diligently eliminate to take steps to cure the same, have the right to declare the term Lessor shall not ended by reason thereof. In no event be entitled to accelerate Rent due shall Lessor from Lessee_ Lessee covenants that it any default under this Lease prior to shall cure remóvìng the Equipment from the Premises. shall be the duty of the Lessor in h. any event of default to use its best mitigate Lessee's damages. In the event of efforts to default by Lessee, Lessee shall have taxi clays in which to remove the Equipment thirty not removed within thirty (30) days, from the Building. if the Equipment is Lessor shall have the right to remove the Equipment from its Building and store it in a proper place to minimize damage, but shall not take title to e Equipment until six (6) months after such default. 27. Waiver of Incidental and Consequential any claim whatsoever against Lessee for Damages. Lessor will not assert loss of anticipatory profits or any indirect, special, incide ntal or,consequentìal other damages incurred by Lessor as a result 8 H0/600'd 8i69UMN) B101 1E131(1 (1[11)600Z-1-31Q of the construction, maintenance, operation or use of the Premises, the o Property by Lessee. Building or the 28. Miscellaneous. . . (a) The substantially shall be entitled to its reasonable party in any litigation arising hereunder if any_ attorney's fees and court costs, including appeals, (b) Each party agrees to furnish to the 'reque'st, such trutlpful estoppel other, within 10 days after information as the other may reasonably request. (r.) I This Lease constitutes the entire agreement and Lessor and Lessee with respect to the understanding of subject matter hereof. and supersedes negotiations and other agreements. There are all offers, of any kind not se i forth herein. no representations or understandings Any amendments to said Lease must be and executed by Lessor and Lessee. in writing (d) If either Lessor.or Lessee is this transaction, that party shall be represented by a real estate fully responsible for any fees due such broker in shall hold the other` party harmless broker and from any claims for commission by such broker. (e) Lessor agrees to cooperate with documents necessary to protect Lessee's Lessee in executing any rights under this Lease or Lessee's use of the Property and to{ take any further action to effect the intent áf this Lease, including which Lessee may reasonably require as the execution of a Memorandum of Lease and the presentation of Non- Disturbance and Attorriment Agreements to all mortgagees, lienholders and ground lessors. (f) This Lease small be construed in accordance state in which the Property is situated. with the laws of the (g) if any tern~ of this Lease is invalidity shali not affeçl the remaining terms of found to be void or invalid, such Force and effect. this Lease, which shall continue in full (h) Lessee may file of record in the property which the Property and Easements) are records in the county in located a Memorandum of Lease which sets forth the names and addresses of Lessor and Lessee, the legal description of the Property and the Easement(s), the duration of the Initiai Term and the quantity and duration of the Renewal Terms. (j) tiis Lease may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective g H01010'd 8iMM(Pid) 1R011 13I1131d 8Z: Z 1 (HINC-1-3N 1-0N when one or more counterparts have been signed by the each of (he parties, it being understood that all parties need not sign the same counterpart. (k) All rights and remedies of Lessor set forth in addition to, and not in lieu of, those arising this Lease shall be in under the laws of the State of Alabama. (l) Lessor may install satellite dishes on the roof of the Lessor intends to use in the operation of its Building which hotel facility provided that the location of such satellite dishes does not block the signal of the other 'equipment on the roof of the Building which Equipment. Lessor may install Lessor intends to use in the operation of its hotel facility provided that the installation and operation of such other equipment does not disrupt the operation of the Equitpnient. IN WITNESS WHEREOF, the parties have executed this agreement the day and year first above written. LESSOR: Pickwick Investors, L.L.C. By: b7O/1111'd 8169HOZ(X8) MOH D ICIOOd U:1,1 (H[IL) bOOZ-4 i-OHQ ti. ACKNOWLEDGMENTS STATE OF pinto lb fc .COUNTY 1. 61"h12 t'11¡¡,Notary Public in and for said County, in said a State,Itereby certify that name as ar ific 1Jr and, whose and, respectively, of Pickwick Investments, L.L.C,, lare signed to the foregoing instrument acknowledged before me on this day, that being infármedand who is known to me instrument, he, as súc11 officer and with full authority, of the contents of the for and as the act of said corporation. executed the same voluntarily Given my hand and official seal this day of Ji lL_, 1997. My Commission Expires: I W01N0'd 8i69N0MI31 1R011 X01101d V,' (001)600H-03Q LESSEE: Powertel/Birmingham, Inc. By: '. Harol:[in Title: /Vice President-Operations State al Alabama 1 County of Jefferson f{f, ó,,,4444-14.,, Slt, said state, hereby certify that J. 'r, a Notary Public, in and for said county in Harold Gwin, whose name as Vice President Operations of Powelrter /Birmingham, Inc., is signed to the foregoing Building and Roof Lease and who acknowledged before me on this day that being informed of contents of said Building and Roof Lease, he, as the. such officer, and with full authority, executed the same voluntarily for and as the act of said corporation, acting in his capacity as such officer as aforesaid. Given under my hand. this /6 day of //4A-7, 1 997. Notary Public My Commission Expires: 12 MI/H0'd 816MOZ(XN 1H011)131k131(1 8Z:L1 (1111)6008-1-38Q tit [x sIurG LADDER Lu suui o -e r n v -v Men K ts-s 7'-7' T'P. 36'-7' l'7' Ttt'. Ig- V/ r- ri 51' -9' w c+ rn 6 $ EXHIBIT 11A" 1770 /610 'd 'MOH K1EI31d (OOZ) 6007- i-OHQ s GENERAL NOIES: I. DIMENSIONS SID',JM ARE 2ASEO ON FIELD MEASUREMENTS. CONTRACTOR SMALL IMMEDIATELY 2' SCI'. 40 ANTENNA NOTIFY THE ENGINEER OF ANY DISCREPENCIES MOUNTING PIPE BETWEEN FIELD NErSUREKENTS AND THIS DRAWING. 2. INSTALL ANTENNAS AT y5' AGL, 3/8' U-BELT 3. ANTENNA AF]F'.J7HS ARE 75'. 195'. 315' 4. ALL HARD'JP+R_ TO BE STAINLESS STEEL OR HOT L4'x4'xlf2 "x&' LONG Dip GALVANJ2ED. NO PLATED METAL SHALL BF USED. 5. CFn4TRACTOR 10 INSTALL COAX CADLES AS SHOWN. 5/B"D BDLT G. CONTRACTOR TO INSTALL 13> EMS VIRELESS DIIALPOL ANTENNAS, N.0 DEL 'RRD 1-11- 02TP'. EXISTD< WILL 7. ANTENNAS TO BE PAINTED TO HATCH EXISTING BRICK. DETAIL t C21 Ir2'p CEhàx SCALEI HIS ANTENNA MOUNTING PIPE PROPOSED EXISTING 6 - Lrr;S'S PENTKPJSE ROOF PROPOSED ELEVATOR ELEVATOR ANTENNA ROTOR MOTOR SEE NOTE 6 AREA AREA EXISTING VINDOVS PROPOSED A/C UNIT SEE DET AIL I ELEVATOR rU{DOORS], p x q; s'sF, CONTROLS PROPOSED ACCESS DOOR HATCH JJL: .t Y. '' r r' POTER 26', .; JN BREAKER LADDER Box ACCESS OPENING EXISTING MOTOR MOTOR VENT. S VI TCHES PROPOSED 43 1f2'C COAX uALL PARAPET VAL L ANTENNA i37 TYP. BUILDING ROOF LPSTAIRS PENTFF]USE PLAN Vitt/ A PENIH3USE ELEVATION A-, SCALE, I' = 5'-0" .SCALE, r= 5-a BUILDING UA L m.,4"rrs.3 -Iw.ur. _ r41 lo L tQP ra rP14r2110, n.n _:S::. 1 rn rlt11rra C111rP [vllr.(rnnLL rr.Ktla N CdnrKllo, 4i?``:':t BLCK & VEAFCH I INIERCEL PC5 SERVICES, INC Pill mU1C Kfl 28505 e-FU.-I137-2 Fy (Mo..fr li 1P w(rrpl .,m K1 STIE,PUN R,. {.FEfO' CKI£TU((G i1,U t-AL-037'215 82 15 SrCE12aPi EXHIBIT "B" Unit 6, in Pickwick Place, ra Birmingham, Jefferson County, Alabama, Condominium Development, in the City of as established by that certain Condominium of Pickwick Place, a Condominium Declaration of 1985, and recorded 'October 25, 1985, Development dated September 17, in Heal Volume 2794, Page 413, Probate Office of Jefferson County, Alabmaa in the plans are attached as an Exhibit (to which Declaration of thereto, and Condominium Articles of Incorporation of Pickwick Puce, recorded in Map Book 147, Page 1, the Inc. are attached as Exhibit B thereto; By-Laws of Pickwick Place, Inc. the are attached as Exhibit C thereto; Easements and Restrictions is attached Declaration of as Exhibit D thereto) together with an undivided 75.72 percent interest in the set forth in said Deçlaration of common elements assigned to said Unit B, as Condominium. . 10141(1A 81M6U2(X'a) QN 131i131d H:L1 (H11600Z-Si-31Q. EQUIPMENT LIST Pickwick Hotel B-AL-037-2 I S ui ent d 1) Three (3) PCS Antennas with Mounting FIardwerc 2) Si x (6) Low Noise Amplifiers with Mounting Hardware 3) (6) 7/8" Coax with Mounting Hardware 4) One (1) FRS Cabinet (+ One possible future RETS) S) Install necesseuy Grounding End Conduit for PowertTelco EXIiZBIT 11CI1 VSO 22nd Seeide multi 025 Mlrmin psrn, AIn64nla .5202 670/L10'd 8i69£607(Xd) 131OH XO f4131d g:1,1 (H1)6(1H-fl-n1 nIE E .; rn 3VA 3 nw 670/810'd 8Ib9££bAnd) 1OZOH XO 1E1OOd 67:1,1 (HM OOH-J3(1 1 Prepared by; Robert W. Mouton Locke Lord Bissell b Liddell LLP 601 Poydras Street, Suite 2660 New Orleans, LA 70130 File: #0590924/03566 Record and Return to Kathy Markallnski First American Title Insurance Company National Commercial Services 72751 New Brittany Blvd., Suite 401 Fort Myers, Florida 33907 Phone: 1.800.585.2906 Fax; 1,239.938.8885 FATICO: #NCS-427602 -FTM Unison Site: #302772 WIRELESS COMMUNICATION EASEMENT AND ASSIGNMENT AGREEMENT "ROOFTOP" THIS WIRELESS COMMUNI AT1ON EASEMENT AND ASSIGNMENT AGREEMENT ("Aereement") made as of the &C day of is á ry 2010 ("Effective Date"), by and between Five Points I Hospitality of Birmingham, LLC, a Georgia limited liability company, whose address is 1820 Water Place, Suite 180, Atlanta, Georgia 30339 ("Site Owner") and T6 Unison Site Management LLC, a Delaware limited liability company, whose address is P. O. Box 1951, Frederick, Maryland 21702 -0951 ("Unison"). All references hereafter to "Unison" and "Site Owner" shall include their respective heirs, successors, personal representatives, lessees, licensees and assigns (Unison and Site Owner, collectively, "Parties"). RECITALS WHEREAS, Site Owner is the owner of' that certain building and property (collectively, the "Property") located in the City of Birmingham, and County of Jefferson, in the State of Alabama, having a street address of 1023 20th Street South, Birmingham, Alabama 35203, and which Property is more particularly described on Exhibit A attached hereto. NOW, THEREFORE, for and in consideration of' the sum of Ten and No/100 Dollars and other good and valuable consideration, the receipt and sufficiency of which Site Owner does hereby acknowledge and grant Unison full discharge and acquittance therefor, Site Owner and Unison agree to the following: 1 Grant of Easement. (a) Site Owner grants, bargains, sells, transfers and conveys to Unison: 1 N O: 05 9092 h/03 586:13 8 956 v 1 DEFENDANT'S EXHIBIT t i ii s. 051 1 (i) an exclusive easement in, to under and over the building portion of the Property substantially as shown and/or described on Exhibit B -1 ("Communication Easement") for the transmission and reception of any and all wireless communication signals and the construction, maintenance, repair, replacement, improvement, operation and removal of towers, antennas, buildings, fences, gates, generators and related facilities (collectively, "Facilities") and any related activities and uses including those necessary for Unison to comply with its obligations under the agreements listed on Exhibit C ("Existing Agreements") together with the right to enter the Property and access the Easements described below, without notice to Site Owner, twenty-four (24) hours a day, seven (7) days a week, as may be required in connection with the activities and uses described in this Agreement, and (ii) a non -exclusive easement in, to, under and over portions of the Property substantially as shown and/or described on Exhibit B -2 ("Access and Utility Easements;" Communication Easement and Access and Utility Easements, collectively "Easements") for ingress and egress to and from the Communication Easement and a publicly dedicated roadway, and for the installation, repair, replacement, improvement, maintenance and removal of utilities providing service to the Communication Easement and the Facilities, and any related activities and uses; and (iii) a non- exclusive easement in, to, and under and over portions of the Property for ingress and egress to building risers, conduits, shafts, raceways or other designated space to connect the telecommunications equipment to other locations in the building as is necessary to install wiring, electronic equipment and other personal property to support and maintain the Facilities. (b) The Parties agree that the Communication Easement includes, without limitation, (i) the portion of the Property leased by Site Owner under the Existing Agreements, and (ii) the portion of the Property upon which any Facilities are located on the Effective Date, The Parties acknowledge and agree that the Easements are intended to be appurtenant to any and all leases described on Exhibit C hereof, 2. Assignment of Existing Agreements. Site Owner transfers and assigns to Unison, as of the Effective Date, all of its right, title and interest in, to and under the Existing Agreements, including without limitation, all rents, security deposits and other monks due the Site Owner specified therein, The Parties intend that this Agreement serve as an absolute assignment and transfer to Unison of all rents and other monies due the Site Owner pursuant to the Existing Agreements. Unison assumes the obligations and liabilities of Site Owner under the Existing Agreements only to the extent that such obligations and liabilities (i) are not the responsibility of the Site Owner pursuant to the terms of this Agreement; and (ii) accrue on or after the Effective Date, 3, Use of Easements, Consistent with the uses set forth in Section above, Unison shall have the unrestricted right 1 to lease, license, transfer or assign, in whole or in part, or permit the use of the Easements and/or its rights under this Agreement by any third parties including communication service providers or tower owners or operators, and any lessee or licensee under the Existing Agreements and the affiliates, agents, contractors, invitees and employees of Unison and /or Unison's present or future lessees or licensees (collectively, "Customers"), 4, Term. This Agreement and the Easements shall be perpetual commencing on. the Effective Date, Notwithstanding the foregoing, in the event Unison and Customers voluntarily cease to use the Easements (as defined in Section 1) for a period of more than five years (for reasons other than casualty, condemnation or Act of God), the Easements shall be deemed surrendered, Unison may surrender the Easements for any reason or at any time by giving thirty (30)-days' notice to Site Owner, Upon surrender, this Agreement shall be terminated, and Unison and Site Owner shall execute and record such documents reasonably required to terminate the Easements. This Agreement may not be terminated by Site Owner, 5. Improvements; Utilities, Unison and its Customers, may, at their discretion and expense, construct such improvements in, to, under and over the Easements, consistent with the uses specified in Section I, all of which shall be deemed part of the Facilities, The Facilities shall remain the property of Unison and its Customers, as applicable, . and Site Owner shall possess no right, title or interest therein, in the event that utilities necessary to serve the Facilities cannot be installed within the Easements, Site Owner agrees to cooperate (at no cost to Site Owner) with Unison and to act reasonably and in good faith in granting Unison the right to locate such utilities on the Property NO:0590924/03586:138956v1 1 without requiring the payment of additional fees, If necessary, Site Owner shall, upon Unison's request, execute and record a separate written easement with Unison or with the utility company providing the utility service to reflect such right. Site Owner hereby irrevocably constitutes and appoints Unison as its true and lawful attorney -in -fact, with full power of substitution and resubstitution, to apply for and obtain any and all licenses, permits, consents or approvals which may be required in connection with the use of the Easements by Unison and as necessary to comply with applicable laws, statutes or regulations. 6, Taxes. Site Owner acknowledges that a portion of the purchase price delivered by Unison to Site Owner is for and in consideration of the continuing obligation of Site Owner to pay, on or before the due date, all present and future. real property taxes, transfer taxes, penalties, interest, roll -back or additional taxes, sales and use taxes and all other fees and assessments, regardless of the taxing method (the "Taxes") attributable to the Property, this Agreement and the Easements. Without limiting the foregoing, except to the extent Taxes are the obligation of tenants under the Existing Agreements, Site Owner shall be solely responsible for the payment of such Taxes. Within ten (10) days of receiving a request from Unison, Site Owner shall furnish to Unison a copy of each bill for any such Taxes and evidence of Site Owner's payment of such bill. In the event that Site Owner falls to pay.any Taxes when due, Unison shall have the right, but not the obligation, to pay such Taxes on behalf of Site Owner. Site Owner shall reimburse Unison for the full amount of such Taxes paid by Unison on Site Owner's behalf within five (5) business days of Site Owner's receipt of an invoice from Unison. 7, Building.Prouerty Maintenance and Access. Site Owner agrees to maintain the Property. Without limiting the foregoing, except to the extent maintenance is the obligation of tenants under the Existing Agreements, Site Owner shall be solely responsible for the maintenance of the building or any other portion of the Property. Site Owner agrees to provide Unison and its Customers access to and from the Easements and all other space in the building and Property consistent with the grant of the Easements set forth in Section ] above, twenty -four (24) hours a day, seven (7) days a week, 8. Representations: Other Covenants of Site Owner. Site Owner represents, warrants and agrees that: (a) it is the legal owner of indefeasible and marketable title to the Property with the right, power and authority to enter into this Agreement and to grant the Easements to Unison, and any consents and authorizations required in connection with the execution and delivery of this Agreement have been obtained; (b) except for the Existing Agreements and as disclosed on Exhibit D, no leases, mortgages, deeds of trust or other encumbrances affect the Property as of the Effective Date; (c) Site Owner will comply with all governmental laws, rules and regulations applicable to the Property; (d) Site Owner has delivered to Unison true, correct and complete copies of the Existing Agreements, and, to Site Owner's best knowledge, no party-is in default of any of their respective obligations under the Existing Agreements; (e) no party under the Existing Agreements has advised of any intention to exercise, nor have they exercised, any right of early termination set forth in its Existing Agreements, and further, no party has requested a reduction in the rental amount or escalator due under the Existing Agreements; (f) as of the Effective Date, Site Owner shall not, without the prior written consent of Unison, amend or modify the Existing Agreements in any respect or exercise. any rights granted by Site Owner to Unison under this Agreement, including, without limitation, any and all rights and remedies of Site. Owner under the Existing Agreements; (g) notwithstanding anything to the contrary in this.Agreement, Site Owner shall comply with all obligations of the lessor under the Existing Agreements, which relate to the use, ownership and operation of Property; and (h) Site Owner shall not use nor permit its affiliates, licensees, invitees or agents to use any portion of the Property or any othepproperty owned or controlled by Site Owner, either directly, indirectly or by action or inaction, in a manner whicli4n any way could result in default of the Existing Agreements or otherwise interfere with the operations of Unison and/or any Customers, 9. Environmental Covenants and Indemnity. Site Owner represents that it has not permitted or engaged in the use of, and has no knowledge of, any substance, chemical or waste (collectively "Substance") located on, under or about the 'Property that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation. Neither Site Owner nor Unison will introduce or use any such Substance on, under or about the Properly in violation of any applicable law or regulation. No underground storage tanks for petroleum or any other Substance, or underground piping or conduits, are or have previously been located on the Property, and no asbestos-containing insulation or products'containing PCB or other Substances have been placed anywhere on the Property by Site Owner or, to Site Owner's knowledge, by any prior owner or user of the Property. Site Owner and Unison shall each defend, indemnify, protect and hold the other party harmless from and against all claims, costs, fines, judgments and liabilities, including attorney's fees and costs, arising out of or in connection with the presence, storage, use or 3 NO:0590924103586:138956v1 1 disposal of any Substance on, under or about the Property caused by the acts, omissions or negligence of the indemnifying party and their respective agents, contractors a.nd employees. The foregoing indemnity shall survive any termination of this Agreement, ' 10. General Indemnity. In addition to the Environmental Indemnity set forth above, Site Owner and Unison shall each indemnify, defend and hold the other harmless against any and all costs (including reasonable attorney's fees) and claims of liability or loss arising (a) due to the breach of any representation, warranty or covenant of such indemnifying party set forth herein; and (b) out of the use and/or occupancy of the Property and Easements by the indemnifying party. This indemnity shall not apply to any claims to the extent arising from the gross negligence or intentional misconduct of the indemnified party. 11, A ssignment: Secured Parties. Unison has the unrestricted right to assign, mortgage or grant a security interest in all of Unison's interest in and to this Agreement and the Easements, and may assign this Agreement and the Easements to any such assignees, mortgagees or holders of security interests, including their successors and assigns ("Secured Party" or, collectively, "Secured Parties"), Site Owner agrees to notify Unison and Secured Parties (provided Unison has given Site Owner notice and contact information of Secured Parties) simultaneously of any default by Unison and give Secured Parties the same right to cure any default, If a termination, disaffirmation or rejection of this Agreement shall occur, pursuant to any laws (including any bankruptcy or insolvency laws), Site Owner will notify Secured Parties (provided Unison has given Site Owner notice and contact information of Secured Parties) promptly and Site Owner shall enter into a new easement agreement with any such Secured Party upon the same terms of this Agreement, without requiring the payment of any additional fees, If any Secured Party shall succeed to Unison's interest under this Agreement, such' Secured Party shall have no obligation to cure and no liability for any defaults of Unison accruing prior to the date that such Secured Party succeeds to such interest. Site Owner will enter into modifications of this Agreement reasonably requested by any Secured Party, Site Owner hereby waives any and all lien rights it may have, statutory or otherwise, in and to the Easements and /or the Facilities or any portion thereof, 12. Estoppel Certificate. At any time during the temi hereof, each party shall have the right to deliver to the other a statement of such party certifying: (i) that this Agreement is unmodified and in full force and effect (or, if there have been modifications, stating the modifications and that the modified Agreement is in full force and effect); (ii) whether or not, to the best knowledge of the responding party, the requesting party is in default in performance of any of its obligations under this Agreement, and, if so, specifying each such default (iii) that there are no amounts due to the responding party front the requesting party; and (iv) any other information reasonably requested concerning this Agreement (the "Estoppel Certificate"), In the event the responding party fails to dispute the Estoppel Certificate by delivery to the requesting party of a notice specifying the nature and circumstances of any matter in the Estoppel Certificate that is disputed by the responding party within ten (10) days of receipt of the Estoppel Certificate, then all matters specified in the Estoppel Certificate shall be deemed true and correct, and the Estoppel Certificate shall thereafter be binding on the Parties, Secured Party or any party designated by the requesting party, and all of such parties may thereafter rely on the Estoppel'Certificate as a conclusive statement of fact by the responding party as to the matters set forth therein. 13, Additional Customers. It is the intent pf the Parties to encourage the addition of Customers to the Property throughout and after the term hereof. Site Owner hereby irrevocably constitutes and appoints Unison as its true and lawful attorney- in -fàct, with full power of substitution and resubstittition to negotiate and consummate leases, licenses and/or other agreements of use with Customers having a duration beyond the term of this Agreement. Site Owner ratifies and acknowledges the right of Unison to enter intosuch agreements, and the Property and Site Owner will be bound by such agreements throughout and after the termination of this Agreement for any reason. Site Owner acknowledges that all such agreements entered into by Unison shall survive the termination of this Agreement for any reason. Site Owner agrees that it shall not, directly or indirectly, divert or solicit the business of any of Unison's Customers on behalf of itself or on behalf of any third party. Unison shall have a right of first refusal to acquire, on the same terms and conditions offered by or to a third party, any interest in the Property or any portion thereof being transferred by Site Owner for wireless communication purposes such as described in Section I above. Site Owner shall, prior to granting or transferring such interest, notify Unison with a copy of the offer including the price and terms thereof, The foregoing is a continuing right in favor of Unison and shall not be extinguished by Unison's exercise or non- exercise of such right on one or more occasions, Upon the grant or transfer of the Property, or any 4 NO:0590924/03586:13 8956v 1 1 portion thereof, toa third party, Site Owner shall immediately notify Unison in writing of such grant or transfer, with the name, and address of the purchaser, 14, Conde mnation. In the event of any condemnation of the Easements in whole or in part, Unison shall be entitled to file claims against the condemning authority for, and to receive, the value of the portion of the Property so taken on which the Easements are located, business dislocation expenses and any other award or compensation to which Unison may be legally entitled, Site Owner hereby assigns to Unison any such claims and agrees that any claims made by Site Owner will not reduce the claims made by Unison. 15, Cove nani Running with the Land. The provisions of and covenants contained in this Agreement shall run with the land and shall bind and inure to the benefit of the Parties and their respective successors, heirs and/or assigns as their interests may appear, 16. Dispute Resolution. . (a) If Unison fails to perform any of its obligations under this Agreement, Site Owner agrees to notify Unison and any Secured Parties, provided Unison has given Site Owner notice and contact information of Secured Parties, in writing of any default by Unison, and to give Unison and/or any Secured Parties the right to cure any default within a period of not less than sixty (60) days from Unison's receipt of the written default notice. if Unison or any Secured Parties shall fail to cure any default in accordance with this Section, Site Owner agrees that its only remedies for such default shall be specific performance or damages. Any and all damages for which Site Owner may be compensated is limited to the actual damages of Site Owner and Unison's liability shall be limited to its interest in the Property. In the event that any dispute or claim arises that could impair the use or possession of the Facilities by Unison or its Customers, Unison shall have the right to seek injunctive relief, without the necessity of posting a bond. (b) Except as set forth in Section 16(a), in the event of any dispute arising out of this Agreement, the following dispute resolution process shall be followed: (i) upon a party's. written notice of dispute to the other party, an authorized representative of the Site Owner and Unison shall, through a good faith negotiation, attempt to settle a written resolution within thirty (30) days and (ii) if such negotiation attempts fail, the dispute shall be submitted by the parties to a mutually agreed upon arbitrator for a binding and final arbitration decision in accordance with the rules of the American Arbitration Association ("AAA") and using the Federal Rules of Evidence and Civil Procedure. In the event the parties are unable to mutually agree to an -arbïtrato'r, each party shall select their own arbitrator, and each such arbitrator shall thereafter mutually agree on a third arbitrator, and the majority decision by all such arbitrators shall be final and binding on the parties. Each party shall pay one -half of all arbitrator professional fees and the prevailing party, in any proceedings under this Section 16, shall be entitled to recover all costs incurred in connection therewith, including legal fees, 17. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall he deemed given one (1) business day' after posting with a nationally recognized overnight courier service, or the earlier of' receipt or ten (10) days after posting by registered or certified mail, return receipt requested, to the addresses of Site Owner and Unison set forth on the signature page. Either party may "change its notice address by providing a new recipient name and address by notice as set forth in this paragraph; 18. Miscella neous. (a) This Agreement and all Exhibits attached hereto constitute the entire agreement and understanding of Site Owner and Unison with respect to the subject matter of this Agreement, and supersedes all offers, negotiations and any other written or verbal agreements; (b) any amendments to this Agreement must be in writing and executed by both parties; (c) this Agreement is governed by the laws of the State in which the Property is located; (d) if any term of this Agreement is found to be void or invalid, such provision shall be fully severable herefrom and such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect, and this Agreement shall be reformed and construed as if such invalid provision had never been contained herein, and if possible, such provisions shall be reformed to the maximum extent permitted under applicable law to render same valid, operative and enforceable to reflect the intent of the Parties as expressed herein; (e) upon the request of Unison, Site Owner shall execute a Memorandum of this Agreement and such plats or surveys as deemed reasonably necessary by Unison for recordation in the public records of the County in which the Property is located; (f) the paragraph headings of this Agreement have been inserted for convenience of reference only and shall in no way modify or restrict the terms of this Agreement; (g) Site Owner acknowledges that Unison has not provided any 5 N 0:05909?4/03 586: i 38956v1 1 legal or tax advice to She Owner in connection with the execution of this instrument; and (h) this Agreement may be executed in any number of counterparts, each of which shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same instrument. 19, Ins urance, Unison shall carry and maintain commercial general liability insurance against bodily injury and property damage with minimum limits of One Million and No /100 Dollars ($1,000,000,00) each occurrence and Five Million and No/100 Dollars ($5,000,000.00) general aggregate. The policy shall name Site Owner as an additional insured with respect to liability arising out of Unisbn's use of the Property. Certificates of insurance showing Site Owner as additional insured, prèmiums prepaid, shall be deposited with Site Owner upon request and shall contain provision for thirty (30) days notice to Site Owner prior to any cancellation or non - renewal except for ten (10) days notice for non-payment of premium. (SIGNATURE PAGES TO FOLLOW.] 6 NO:0590924/03586;138956v 1 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. WITNESSES; "SITE OWNER": FIVE POINTS HOSPITALTIP OF BIRMINGHAM,:/,/00//7/,'"3 Print Name: LLC, a Georgia limited liability company /fen wen By: Long and Cox erties, Ine,, a Georgia corporati n, i. itie i a ger Print Name: By: 4dif Name: aritkernff.WW Title: Presid- t 46111111.11."' By: Ci9l.rn CV,A, Name: Title: Secrete f, ct7S1 0, 9. r Address: 1820 Water Place Southeast City: Atlanta State: Georgia Zip: Tel: Fax: -96" 004?) 30339-2071 -7-KJ-Iola 7 NO:0590924/03586:138956v I 1 el6,0,r,T4 STATE OF) COUNTY OF:2- On this day of &f- t/Y'i2 2010, before me the undersigned, a Notary Public in and for said County and State, personally app red .fie edse'i 17 L, to me personally known, who, being by me duly sworn, did say that he /she is the President of Long and Cox Properties, inc,, a Georgia -i corporation, the sole manager of said Five Points Hospitality of Birmingham, LL,C, a Georgia limited liability company; that no seal has been procured by the said limited liability company; t at said instrument was signed on behalf of said limited liability company by authority of' its Manager and/or embers, and the said President acknowledged the execution of said instrument to b4 e e act ands -a of said imited liability company, by it and by him /or voluntarily executed. 141 u:hcin an said County and State STATE OF eAe__Q:)- `(.,) ss: COUNTY OF GOÔ(2') On this 25 day of f v/,a, 2010, before me the undersigned, a Notary Public in and for said County and State, personally ap eared IN) Vi (." to me personally known,, who, being by me duly sworn, did say that he/she i the Secretary of Long and Cox Properties, Inc., a Georgia corporation, the sole manager of said Five Points Hospitality of Birmingham, LLC, a Georgia limited liability company; that no seal has been procured by the said limited liability company; that said instrument was signed on behalf of said limited liability company by authority of its Manager and /or Members, and the said Secretary acknowledged the execution of said instrument to be the free act and deed of said limited liability company, by it and by him/or voluntarily executed. .r¿,r,,Y r Notary Public in and for said County and State g5(. ¡)4l 6"'°(.S J w a ExetRE9 E1 Get \+C 1, 8 GEORGIA - MAR. 21, 2 Y.,n. R,ßÿ "inktnì 1/4f as id0 l 8 NO:0590924/0358611 38956v 1 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. "UNISON ": WITNESSES: . T6 NISON SITE MANAGEMENT LAC, a D ' d liability ' . p'nY Print Name: r Niger Aird Name: 1*"`` ' olmes uthorized Signatory Print Name: Daryn Strauss P. 0, Box 1951 Frederick State: Maryland Zip: 2I702 -0951 Tel: (646) 452-5455 Fax: (301) 360 -0635 STATE OF NEW YORK COUNTY OF NEW YORK. On the 16th day of February in the year of 2010, before me, the undersigned, a Notary Public in and for said state, personally appeared James R. Holmes, Authorized Signatory of T6 Unison Site Management LLC, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to methat he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the individual or the entity upon behalf of which the individual acted, executed the instrument. WITNESS my h and official seal. Signatu My Corn Commission Number: STEPHANIE NOVICK Notary Public, State of New York No.01NOS035996 Qualified In New York County Commission Expires Nov, 14, 2010 9 N O: 05 90924/03 5 86: l 3 8956 v) 1 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Unit SI hi Pioinvick Pla4e, a Condominium Development, in the Ùty of Birmingham, Jefferson County, Alabama, as ostablished by that certain Declaration of Ocndonlinilini of Pichwia Placet a Condominium Development dated Septanter i i 1$86-and remrdeti in October 26; in in Real Volume 214 page 413, in the Probate Offioe of Jefferson CourlytAlabarna (to 1 which Declaration of Condomliunt" plans are attached es an Exhibit thereto and recorded in Map Book 147/ page I; the Adores d IncOrporation of Pik Plant Itto, are attathd as Exhibit B thereto; the By-Lows of Pickwick Mau, inc. are attloned as Exhibft C theTeto; Deolaration of Easements and Restriotions i ttadfad as Exhibits D theret$ together with an undivided 7t72 percent intar%t in the common elements assi9oed to said Unit Bt as sot forth in said Declaration of Condominium, 1.0 NO:0590924/03586:138956v1 1 EXHIBIT B-1 COMMUNICATION EASEMENT That portion of the Property on which any Facilities exist on the date of this Agreement together with the portion of the Property leased by Site Owner under the Existing Agreements, and the portion of the Property described as follows: The entire roof of the building located on the Property described in Exhibit A hereof (the "Building"); and the roof exterior walls and interior space of the penthouse structure located on the roof of the Building; that portion of the interior and exterior of the Building necessary for the existing coax cable, end cabling runs connecting the antennas mounted on the roof of the Building to the Facilities. Site Owner herein agrees that this legal description may be substituted at a later date upon presentation of a survey of the property more clearly defining the location thereof. Agreed and Approved: Site Owner: Five Points Hospitality By: Long an By: Name: Title: Preside Date: By: D/x Name: Yl ß t tQf Title: Secretary4 Date: R ?11)oJ'/ d51 01610 me: mes R.. Holmes Title: uthdrized: ignatory Date: 11 Nfl:0590924/03586:138956v 1 1 EXHIBIT B -2 ACCESS AND UTILITY EASEMENTS That portion of the Property on which any Facilities exist on the date of this Agreement or provided by Site Owner under the Existing Agreements for access and utility providers, including the following:. Access Easement: All rights of ingress and egress across the Property, more fully described on Exhibit "A" hereof, to and from the Communication Easement described in Exhibit B -1 hereof, providing access to a publicly dedicated roadway, including but not limited to 20th Street South (hereinafter the "Access Easement"), along with the right to use said Access Easement for the development, repair, maintenance and removal of utilities providing service to the Communication Easement and the Facilities, as defined herein, and any related activities and uses, Utility Easement: A non-exclusive easement in, to, under and over portions of the Property for ingress and egress to the Communication Easement, conduits, shafts, raceways or other designated space to connect the telecommunications equipment to other locations inside or outside the building as is necessary to install Wiring, electronic equipment and other personal property, and to support and maintain the Facilities (hereinafter the "Utility Easement") along with the right to use said Utility Easement for the development, repair, maintenance and removal of utilities providing service to the Communication Easement and the Facilities, as defined herein, and any related activities and uses, Site Owner herein agrees that this legal description may be substituted at a later date upon presentation of a survey of the property more clearly defining the location thereof. Agreed and Approved: Site Owner: Five Points H.ositali 7.JBii Ingham, LI -C By: Long By: Name: Title: Preside Date: By: .9rY1 fr; 2 Q0it Name: tr) de4 QpLA' Title: Seere Date: i C bY1layy oZi de.))/) - U By: ame: Ja es R, olmes Title: ot d S'nátory Date: 12 NO;0590924/03556:138956v1 1 EXH113ïT C EXISTING AGREEMENTS Site Owner assigns and transfers to Unison, as of the effective date herein, all of its right, title and interest in, to and under any existing lease agreements, and any amendments, transfer's, modifications and /or assignments thereof, affecting any portion of the Property leased by Site Owner under any Existing Agreements, including, without limitation, the following: 1. That certain Building and Roof Lease Agreement by and between Pickwick Investments, L.L,C,, as lessor, and PowerteUßirmingham, Inc., as lessee, dated May 16, 1997, together with all modifications and memoranda related thereto. 2. Building and Rooftop Lease Agreement by and between Pickwick investments, LLC, as Lessor, and Cellco Partnership, a Delaware general partnership, d/b /a Verizon Wireless, as Lessee, dated July 7, 2006, as evidenced by a Memorandum of Building and Rooftop Lease dated July 6, 2006 and recorded July 11, 2006 in Book LIZ 200611, Page 21749. Read, Agreed and Approved; Site Owner: Five Points Hospital Birmingham, LLC. i ie:Lits By:. Long By: Name ifBi...ainla o LAW .il! sole manager, Title: P csident Dare: By: Name: 1, l aCJC-eiL_ e/ ? UrtR/l 4 Title: Secreta,c 6(,0 Um n: By: ame: .1 o mes ti itie: A Signatory Date: 13 NO:0590924/03586:138956v) 1 EXHIBIT b TITLE ENCUMBRANCES The Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing in the amount of up to 54,600,000.00, dated as of January I0, 2007, and executed by Five Points Hospitality of Birmingham, LLC, as borrower, in favor of The National Republic Bank of Chicago, a national bank, as lender, recorded January 10, 2007 in Book LR200701, Page 16533, for which a Non- Disturbance Agreement has been executed in favor of Unison and recorded in Book, Page, Jefferson County, Alabama. 14 NO:0590924/03 586:138956v V NET PROFITS AGREEMENT THIS NET PROFITS AGREEMENT ("Agreement") is made as of the day of 3 _, 2010 ("EffectiveDate") by and between Five Points Hospitality of Birmingham, LLC, a Ala limited liability company, whose address is 1820 Water Place Southeast, Atlanta, Georgia 30339 -2071 ("Site Owner") and T6 Unison Site Management LLC, a Delaware limited liability company whose address is P.O. Box 1951 Frederick, Maryland 21702- 0951 ("Unison"). All references hereafter to "Unison" and "Site Owner" shall include their respective heirs, successors, personal representatives, lessees, licensees and assigns (Unison and Site Owner, collectively, "Parties"). RECITALS WHEREAS, Site Owner is the owner of that certain building and property (collectively, the "Property") located in the City of Birmingham, and County of Jefferson, in the State of Alabama, having a street address of 1023 20e' Street South, Birmingham, Alabama 35203; WHEREAS, the Property is subject to certain existing leases and license agreements (collectively, "Existing Agreements") and may be subject to Adjoining Area Agreements (as hereafter defined) that require the lessees or licensees thereunder to pay rents, license payments, escalations and any other amounts (such amounts, collectively the "Rent"); WHEREAS, as of rei? 2457, 2010 the Parties entered into a Wireless Communication Easement and Assignment Agreement (the "Easement Agreement"), pursuant to which Site Owner granted to Unison certain easements in the Property (the "Easement"), and assigned to Unison the Existing Agreements; WHEREAS, the Easement Agreement grants Unison the right to lease, license, transfer or assign, in whole or in part, or permit the use of the Easement to third parties and/or customers of Unison (collectively, "Customers") and grants Unison the right Rent the stated term of WHEREAS, the Parties agree that "New Customers" means Customers other than tenants under the Existing Agreements, their successors, assigns or other parties claiming rights there through; WHEREAS; the Parties agree that "Scheduled Rent" means the Rent due, at any point in time, in accordance with the provisions of the Existing Agreements as of the Effective Date. Scheduled Rent shall beginon the Effective Date and continue through the stated term of the Easement Agreement. For purposes of determining Scheduled Rent, the Existing Agreements are deemed to remain in full force and effect throughout the stated term of the Easement Agreement; WHEREAS, the Parties agree that "Unison Rent" means the cumulative amount of Scheduled Rent due to Unison from the Effective Date through the date on which the amount is calculated ("Date of Determination"); WHEREAS, the Parties recognize that in the future, Unison may enter into leases, licenses or other agreements with New Customers which will demise portions of the Easement which are located beyond the boundaries of the premises demised in the Existing Agreements (such agreements, collectively "Adjoining Area Agreements") which may result in Unison actually receiving Rent that is greater than Unison Rent ("Adjoining Area Excess Revenue"); WHEREAS, Unison has agreed to pay to Site Owner fifty percent (50 %) of Adjoining Area Excess Revenue, if any, as set forth below; NOW THEREFORE, for and in consideration of the sum of Ten and No /100 ($10.00) Dollars and other good and valuable consideration, the receipt and sufficiency of which Site Owner does hereby acknowledge and grant Unison full discharge and acquittance therefor, Site Owner and Unison agree to the following: Unison Form NPA Site #302772 NPA_0407 SJP 000824 I. Stipulation and Acknowledgement. The Parties .stipulate, acknowledge, and agree that this Agreement (i) does not constitute an "executory contract" under Section 365 of the United States Bankruptcy Code,. II U.S.C. § 365; and (ii) is non- executory in nature, and therefore is not subject to rejection under Section 365 of the United States Bankruptcy Code, 11 U.S.C. § 365. The Parties stipulate, acknowledge, and agree that this Agreement does not impose any continuing obligations on the Site Owner whatsoever. 2. Acknowledgement Concerning Effect of Easements. The Parties acknowledge and agree that, pursuant to the Easement Agreement and the easements created and real property rights granted to Unison under the Easement Agreement, only Unison is entitled to collect and receive Rent from the Existing Agreements and Adjoining Area Agreements. 3. Adjoining Area Excess Revenue. Notwithstanding the acknowledgement contained in Section 2 above, Unison shall pay to Site Owner, on a monthly basis, fifty percent (50 %) of all Adjoining Area Excess Revenue, if any, from the Rent actually received by Unison from the New Customers (the "Net Profits Payment"). Unison shall remit the Net Profits Payment to Site Owner on the fifteenth (15th) day or first business day thereafter of each month throughout the term hereof, based on the amount of Adjoining Area Excess Revenue, if any, actually received by Unison during the preceding month, less (i) any costs and expenses actually incurred by Unison due to the failure of Site Owner to comply with its obligations under the Easement Agreement and any amounts due to Unison (including, without limitation, any reimbursement or offset) under the Easement Agreement, and (ii) fifty percent (50 %) of collection costs, attorneys' fees and court costs actually incurred by Unison in enforcing or otherwise litigating the terns of any Customer agreement. 4. Unison Rent, Throughout the term of this Agreement, Unison is entitled to receive the amount of Unison Rent as determined in accordance with the provisions of this Agreement. The Parties intend that if at any time during the term hereof the Rent actually received by Unison is less than Scheduled Rent, then Unison shall retain all Rent, until such time as Unison has received the full amount of Unison Rent which would then be due to Unison as of the Date of Determination. The obligation of Unison to pay any amounts to Site Owner pursuant to this Agreement is expressly subject to the condition that at any point in time throughout the term of this Agreement, Unison shall have received the full amount of Unison Rent due to Unison as of the Date of Determination. 5, Termination. This Agreement shall terminate, and the payment and other obligations of Unison hereunder shall immediately cease and be of no effect upon termination of Unison's interest in the Property for any reason. 6. Default. (a) In the event of a monetary default ("Default") hereunder by Unison, Site Owner shall provide Unison with written notice of the Default, and Unison shall have fifteen (15) days from its actual receipt of such notice to cure same. If Unison fails to cure the Default within the foregoing grace period, then Site Owner's only remedies for a breach of this Agreement shall be specific performance or recovery of the amount of Site Owner's actual damages for such breach ofthis Agreement; provided however, that Unison shall not be liable or responsible to Site Owner for Iost profits or any other damages which are indirect, consequential, exemplary or punitive. Further, Site Owner is not entitled to terminate the Easement Agreement or terminate the easements created under such agreement for any reason whatsoever (including any breach of this Agreement or the Easement Agreement). (h) In the event of any dispute (including any dispute over an alleged Default) or non -monetary default arising out of this Agreement, the following dispute resolution process shall be followed: (1) upon a party's written notice of dispute to the other party, an authorized representative of the Site Owner and Unison shall, through a good faith negotiation, attempt to settle a written resolution with thirty (30) days and (2) if such negotiation attempts fail, the dispute shall be submitted by the parties to a mutually agreed upon arbitration for a binding and final arbitration decision in accordance with the rules of the American Arbitration Association ("AAA") and using the of Evidence and Civil Procedure. In the event the parties are unable to mutually agree to an arbitrator, Federal Rules each party shall select their own arbitrator, and each such arbitrator shall thereafter mutually agree on a third arbitrator, and the majority decision by all such arbitrators shall be final and binding on the parties. Each party shall pay one -half of all arbitrator professional fees and the prevailing party, in any proceedings under this Section 6, shall be entitled to recover all costs incurred in connection therewith, including legal fees. Unison Form NPA Site #302772 NPA_0407 2 SJP 000825 7. Severability. The Parties agree that if any term of this Agreement is found to be void or invalid, such provision shall be fully severable herefrom and such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect, and this Agreement shall be reformed and construed as if such invalid provision had never been contained herein, and if possible, such provisions shall be reformed to the maximum extent permitted under applicable law to render same valid, operative and enforceable to reflect the intent of the Parties as expressed herein. 8. Absence of Certain Representations or Warranties. Site Owner acknowledges that Unison has not made any representations or warranties to Site Owner concerning the amount of Adjoining Area Excess Revenue, if any, to which Site Owner may be entitled to receive pursuant to the Agreement, and Unison hereby disclaims all such representations and warranties. 9. Receipt of Certain Funds by Site Owner. In the event Site Owner receives any revenues or checks due Unison pursuant to the Existing Agreements or otherwise with respect to the Easement, Site Owner shall promptly deliver such funds and/or endorse such checks to Unison for distribution pursuant to the terms hereof. 10. Assignment Secured Parties. Unison has the unrestricted right to assign, mortgage or grant a security interest in all of Unison's interest in and to this Agreement, and may assign this Agreement to any such assignees, mortgagees or holders of security interests, including their successors and assigns ("Secured Party" or, collectively, "Secured Parties"). Site Owner agrees to notify Unison and Secured Parties (provided Unison has given Site Owner notice and contact information of Secured Parties) simultaneously of any default by Unison and give Secured Parties the same right to cure any default. If any Secured Party shall succeed to Unison's interest under this Agreement, such Secured Party shall have no liability for any defaults of Unison accruing prior to the date that such Secured Party succeeds to such interest. Site Owner will enter into modifications of this Agreement reasonably requested by any Secured Party. Site Owner shall have the right to assign or grant a security interest in this Agreement, provided that Unison shall not be bound by any such assignment or security interest unless Unison receives notice of such assignment or security interest, together with the correct notice address of such assignee or grantee. All payments made by Unison to Site Owner prior to receipt of the foregoing notice shall be deemed to satisfy the payment obligations of Unison hereunder. 1 I. Estoppel Certificate. At any time during the term hereof, each party shall have the right to deliver to the other a statement of such party certifying: (i) that this Agreement is unmodified and in full force and effect (or, if there have been modifications, stating the modifications and that the modified Agreement is in full force and effect); (ii) whether or not, to the best knowledge of the responding party, the requesting party is in default in performance of any of its obligations under this Agreement, and, if so, specifying each such default; (ii) that there are no amounts due to the responding party from the requesting party; and (iv) any other information reasonably requested concerning this. Agreement (the "Estoppel Certificate"). In the event the responding party fails to dispute the Estoppel Certificate by delivery to the requesting party of a notice specifying the nature and circumstances of any matter in the Estoppel Certificate that is disputed by the responding party within ten (10) days of receipt of the Estoppel Certificate, then all matters specified in the Estoppel Certificate shall be deemed true and correct, and the Estoppel Certificate shall thereafter be binding on the Parties, Secured Party or any party designated by the requesting party, and all of such parties may thereafter rely on the Estoppel Certificate as a conclusive statement of fact by the responding party to as the matters set forth therein. 12. Audit. Site Owner shall have the right to conduct an audit of Unison's books and records pertaining to the rental income from the Easement and any amounts to be paid to Site Owner hereunder, upon at least thirty (30) days prior written notice to Unison delivered on or before December 31 of the calendar year following the calendar year for which the audit is to be conducted. In the event that Site Owner fails to deliver a request for an audit to Unison on or before December 31 of any year, all accountings, statements and payments delivered by Unison to Site Owner for the immediately preceding year shall be deemed accurate and binding on the Parties, and Site Owner shall thereafter have no right whatsoever to dispute same. Site Owner shall bear all reasonable costs of the audit, including, without limitation, reasonable copying costs. 13. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given one (1) business day after posting with a nationally recognized overnight courier service, or the earlier of receipt or ten (10) days after posting by registered or certified mail, return receipt requested, to the addresses Unison Form NPA Site #302772 NPA_0407 3 SJP 000826 of Site Owner and Unison set forth on the signature page. Either party may change its notice address by providing a new recipient name and address by notice as set forth in this paragraph. 14. No Joint Venture or Partnership. Neither party shall be, or hold itself out to be, the agent of the other party and neither party shall have the authority to bind or commit the other party. Neither party shall be empowered to accept legal process on behalf of the other party. Nothing contained in this Agreement shall be deemed to create a partnership or joint venture between the Parties. 15. Miscellaneous, (a) The Parties agree that the recitals and prefatory phrases and paragraphs set forth above are hereby incorporated in full, and made a part of, this Agreement; (b) this Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement, and supersedes all offers, negotiations and any other written or verbal agreements; (c) any amendments to this Agreement must be in writing and executed by both Parties; (d) this Agreement is governed by the laws of the State in which the Property is located; (e) the section headings of this Agreement have been inserted for convenience of reference only, and shall in no way modify or restrict the terms of this Agreement; (f) Site Owner acknowledges that Unison has not provided any Iegal or tax advice to Site Owner in connection with the execution of this instrument; and (g) this Agreement may be executed in any number of counterparts, each of which shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same instrument. [SIGNATURE PAGES FOLLOW] Unison Form NPA Site #302772 NPA 0407 4 SJP 000827 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above. WITNESSES: "SITE OWNER": FIVE POINTS HOSPITALTIY OF BIRMINGHAM, 1101 We LLC, a Georgia limited liability company Print Name: 7z,\ By: Long and C roperties, Inc., a Georgia corporation, J ole m ager Print Nay r\(ji LL By: 1.1 Name/ Title: 'res tatritilftWit ell1110110IPP By: (2,a/L.... Narne:,t4Q..9 Title: Secretary Address: 1820 Water Place Southeast City: Atlanta State: Georgia Zip: 30339-2071 Tel: Fax: (00. '094 (*) Unison Form NPA Site 002772 5 NPA_0407 SJP 000828 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above. "UNISON ": WITNESSES: r._--.... TE a By: \rt{ UNISON SITE MANAGEMENT LLC, laware limited `'r,,.,,,,. "' liabitif _. Holmes pany:horized Signatory Addres P.O. Box 1951 Frederick State: Maryland Zip: 21702-0951 Tel: (646) 452 -5455 Fax: (301) 360-0635 Unison Form NPA Site #302772 NPA_0407 6 SJP 000829, FILED::ounty Division Code: AL040 Inst. # 2016100682 Pages: 1 of 5 1 certify this instrument filed on: 9/27/201"6 3:17 PM 2017 Jul -12 AM 09:27 Doc: D Alan L.King, Judge of.Probate Jefferson County, AL Rec: $29.00 U.S. DISTRICT COURT 2lerk: SK.TPWITHA N.D. OF ALABAMA STATE OF ALABAMA - JEFFERSON COUNTY I hereby certify that no mortgage tax or deed tax has been collected on this instrument Judge of Probate NO TAX COLLECTED. STATE OF ALABAMA § RECEIVER'S DEED COUNTY OF JEFFERSON KNOW ALL PERSONS BY THESE PRESENTS, that JEFFREY KOLESSAR, IN HIS CAPACITY AS RECEIVER PURSUANT TO ORDER ENTERED IN THE CIRCUIT COURT OF JEFFERSON COUNTY, ALABAMA, CASE NO. 01- CV- 2015- 904100.00 (hereinafter referred to as "Grantor"), for and in consideration of the sum of Three Million Six Hundred Thousand Dollars ($3,600,000) and other good and valuable consideration to it in hand paid by SJP INVESTMENT PARTNERS, LLC, A GEORGIA LIMITED LIABILITY COMPANY (hereinafter referred to as "Grantee"), the receipt and sufficiency of which consideration are hereby acknowledged, and upon and subject to the exceptions, liens, encumbrances, terms and provisions hereinafter set forth and described, has GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents does hereby GRANT, BARGAIN, SELL and CONVEY, unto Grantee all of the real property situated in Vance County, North Carolina, described on Exhibit A attached hereto and made a part hereof for all purposes, together with all and singular the rights, benefits, privileges, easements, tenements, hereditaments and appurtenances thereon or in anywise appertaining thereto, and together with all improvements located thereon and any right, title and interest of Five Points Hospitality of Birmingham, LLC in and to adjacent streets, alleys and rights-of-way (said land, rights, benefits, privileges, easements, tenements, hereditaments, appurtenances, improvements and interests being hereinafter referred to as the "Property") This conveyance is made subject and subordinate to those encumbrances and exceptions set forth on Exhibit B attached hereto and made a part hereof for all purposes and all other matters of record affecting the Property (collectively, the "Permitted Exceptions"). TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions, as aforesaid, unto Grantee, its successors and assigns, forever, in as full and ample manner as Grantor, as Receiver, is authorized and empowered to convey. The Property is specifically conveyed "AS IS, WHERE IS." Grantor makes no representation or warranty relating to any physical, environmental, health or safety conditions existing in, on, at or relating to the Property, and any and all responsibilities or liabilities arising out of or in any way relating to any such conditions are expresslydisclaimed. 1; S%. 7 7 57 Y, -2ounty Division Code: AL040 Inst. # 2016100682 Pages: 2 of 5 1. IN WITNESS WHEAEOF, this Receiver's Deed has been executed by Grantor to be effective as of September, 2016. GRANTOR: JEFFREY KOLESSAR, solely in his capacity as receiver under order entered in Jefferson County Circuit Court case no. 01-cv-2015-904100.00 Jeffrey Kolessar STAI.E OF Q.3,0 COUNTY OF. . that the 'following person personally appeared before me this. day, acknciwledging to,me I certify That he voluntarily sigriéd the foregoing document for the purpose' .stated.,therein: and in the. capacity indicated: Jeffrey Kolessar, solely in his capacity as receiver, under' order entered. Jefferson County Circuit Court case no. 01-cv-2015-904100.00. Date: September V, 2016 Notary P signati.0), '11) Notary PublioQrinted name). My Commission Expires: i 2Q f au Óounty Division Code; AL040 inst. # 2016100682 Pages: 3 of 5 Exhibit A Unit in Pickwick Place, a Condominium Development, in the City of Birmingham, Jefferson County, B, Alabama, as established by that certain Declaration of Condominium of Pickwick Place, a Condominium Development dated September 17, 1985 and recorded In October 25, 1985, in Real Volume 2794, page 413, In the Probate Office ofJefferson County, Aiabama'(to which Declaration of Condominium: plans are attached as Exhibit thereto and recorded In Map Book 147, page 1; the Articles of Incorporation of Pickwick Place, Inc. are attached as Exhibits B thereto; the By -Laws of Pickwick. Place, Inc. are attached as Exhibit C thereto; together with the benefits of those certain easements fór the benefit of Unit B as created by that certain Declaration of Easements and Restrictions In Real Volume 2794, Page 479 attached as Exhibits D thereto) together with an undivided 76.72 percent interest in the common elements assigned to said Unit B, as set forth in said Declaration of Condominium. .Common Address:. 1.023 20th Street South, Birmingham, Alabama PIN: 29- 00-01 -1- 003 -005.303 1 Case 2:17 -cv- 00079 -AKK Document 37 -3 Filed 07/12/17 Page "4 of 5 county Division Code: AL040 Inst. # 2016100682 Pages: 4 of 5 EXHIBIT B All matters set forth in Jefferson Title Corporation Commitment H516 -2557.)unty Division Code: AL040 Inst. # 2016100682 Pages: 5 of 5 REAL ESTATE SALES VALIDATION Grantor's Name: Grantee (s): .SJP Investment Partners, LLC Jeffrey'Kolessar, Reçéiver Mailing Address: . Mailing Address: Eight Penn Center, 23rd Floor 2253 Grady Ridge Trail Philadelphia, Pa 19103 Duluth, Georgia 300'097 Att: Jay Patel Property Address: Date of Sale: 1023 20th Street South September 20, 2016 Birmingham, Alabama 3520,5 Total Purchase Price: $3,600,000 The Purchase Price or actual. value claimed on this form can be verified in the following documentary evidence: Sales.. Contract Case 2:17 -cv- 00079 -AKK Document 37 -2 Filed 07/12/17 Page 1 of 27 FILED 2017 Jul -12 AM 09:27 U.S. DISTRICT COURT N.D. OF ALABAMA AFFIDAVIT OF RECORDS CUSTODIAN CERTIFYING RECORDS Personally appeared before me, the undersigned officer duly authorized to administer oaths under Alabama law, who, upon being duly sworn, testifies as follows: 1. My name is "Wee. ..57 a A. ell 7ó, I am at least eighteen (18) years of age, and I am competent to testify to the matters stated in this Affidavit. The facts provided in this Affidavit are based upon my personal knowledge. 2. I am the duly authorized custodian of records for Jefferson Title Corporation, and in such capacity I have the authority to certify its records. 3. Attached are genuine copies of Jefferson Title Corporation's original records (the "Records"). 4. The Records are the type routinely made in the regular course of Jefferson Title Corporation's business. . 5. The Records are kept in the ordinary course of Jefferson Title. Corporation's business. 6. The Records were made at or near the time of the occurrence, condition, diagnosis, or event set forth in the Records. 7. The Records were based on sources with a business duty to report who were basing their reporting on their personal knowledge. /24r,./df-d. Printed Name:. 1906er7- S ea. /,eha Date: 6 /P /.O /% Sworn to and subscribed before m e this g day of J (,t, 2017. Notary Public (1 My commission expires: o a. D DEFENDANT'S EXHIBIT 15594599v1 .S /'S4'Ó Case 2:17 -cv- 00079 -AKK Document 37 -2 Filed 07/12/17 Page 2 of 27

Supplement Exhibits to Deposition

FILED 2018 Jan-31 PM 05:06 Case 2:17 -cv-00079 -AKK Document 37 -2 Filed 07/12/17 Page 3 of 27 U.S. DISTRICT COURT N.D. OF ALABAMA Remit Payment To: Jefferson Title Corporation Aft 3500 Colonnade Parkway, Suite 350 ÉFFERSON JEFFERSON Birmingham, AL 35243 (205)328-8020 INVOICE Billed To: Invoice Date: September 9, 2016 Honigman Miller Schwartz Please Pay Before: October 9, 2016 39400 Woodward Avenue, Suite 101 Our File Number: 816-2557 Bloomfield Hills, MI 48304-5151 Your Reference Number: Ordered By: Honigman Miller Schwartz Kasturi Bagchi ' 39400 Woodward Avenue, Suite 101 Bloomfield Hills, MI 48304 -5151 Property: Tax ID: Unit B Pickwick Place 29-00-01-1-003-005.303',AL Jefferson County Seller: Purchaser/Borrower: Jeffrey Kolessar of O.F. SJP Investment Partners, LLC DESCRIPTION COVERAGE AMT AMOUNT Search Fee 850.00 Jefferson Title Corporation, as agent for Stewart Title Guaranty Company Invoice Total Amount Due $ 850.00 (S 16-2557. P F D/S 16-2557/6) 7 `!` JEFFERSON H IOH TITLE The attached title insurance commitment contains information which has been obtained or derived from public records and information via a title plant owned by Jefferson Title or one of its subsidiaries /affiliates, or via the services of an independent searcher. Substantial time, labor, skill and money are invested in the collection of such information and the creation of the commitment. The information contained in this commitment is protected by federal copyright law and state common law on trade secrets and contract. Our agreements with our supplier's of information restricts who can receive and /or use a title insurance commitment which is based, in whole or in part, upon the records and information collected, Therefore, as an express condition of us providing you with the attached title insurance commitment, you specifically agree to limit its uses to those set forth herein, and to provide a copy of this letter to any party to whom you deliver, exhibit, or furnish the attached title insurance commitment. (or any copies thereof). We are providing you with the attached title insurance commitment for limited use and distribution only. Specifically, you are subiicensed to deliver, exhibit, or furnish the attached title insurance commitment (or any copies thereof) ONLY to your bona fide employees and a third party who is playing a bona fide role in this proposed real estate transaction, Including a lawyer, a lender, a surveyor, a real estate broker or agent, and the parties to this proposed transaction. The work in this commitment may not be used by any other title ' ' agent or broker to write title insurance, and any such use will be deemed a violation of this agreement, . copyright laws and common law. For definition, "deliver, exhibit, or furnish" includes, without limitation, copying this title insurance commitment (whether such copying be by means of a photocopier, facsimile machine, another electronic scanning device, or any other method of reproduction) and providing such copy to any third party. Your furnishing of the.attached title insurance commitment to anyone not specifically enumerated above is a violation of federal copyright law, state common law, and our agreement with you. In the event you are unable or unwilling to comply with these conditions, immediately return the attached title insurance commitment to our company, without reviewing, copying, or otherwise utilizing in any way the information contained therein. ' A COPY OF THiS LETTER MUST ACCOMPANY THE ATTACHED TITLE INSURANCE COMMITMENT AT ALL TIMES. ALL DOWNSTREAM RECIPIENTS MUST PROVIDE A COPY OF THIS LETTER TO ANY OTHER AUTHORIZED USERS OF THE ATTACHED TITLE INSURANCE COMMITMENT. 3500 Colonnade Parkway, Suite 350 *Birmingham, AL 35243 * (205) 328 -8020 * wwwjeffersontiticcorp.com 7 ALTA Commitment (6/17/00) ALTA Commitment Form COMMITMENT FOR TITLE INSURANCE Issued by SteWart title guaranty company Stewart Title Guaranty Company, a Texas Corporation ("Company"), for a valuable consideration, commits to issue Its policy orpolicies of title insurance, as identified in Schedule A, in favor of the Proposed insured named In Schedule A, as owner or mortgagee of the estate or interest in the land described or referred to In Schedule A, upon payment of the premiums and charges and compliance with the Requirements; all subject to the provisions of Schedules A and B and to the Conditions ofthis Commitment. This Commitment shall be effective only when the identity of the Proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A by the Company. All liability and obligation under this Commitment shall cease and terminate six months after the Effective Date or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue the policy or policies Is not the fault of the Company. The Company will provide a sample of the policy form upon request. This commitment shall not be valid or binding until countersigned by a validating officer or authorized signatory. IN WITNESS WHEREOF, Stewart Title Guaranty Company has caused its corporate name and seal to be hereunto affixed by Its duly authorized officers on the date shown in Schedule A; Countersigned; EsIti eouaren.Ytycompany aut, Seniór Chairman cii the B'Q r(I Authorized Countersignature Jefferson The Corporation Company Name Blr.mtngham, AL City, State Jefferson Title Corporation License #0188714 Robert S, Caliento License #0655920 004 -UN ALTA Commitment (6/17/08) Agency ID: 0í0057 File No,: Jefferson Title Corp 7 CONDITIONS 1. The term mortgage, when used herein, shall include deed of trust, trust deed, or other security instrument. 2. if the proposed Insured has or acquired actual knowledge of any defect, lien, encumbrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, the Company shall be relieved from liability for any loss or damage resulting from any act of reliance hereon to the extent the Company Is prejudiced by failure to so disclose such knowledge. If the proposed Insured shall disclose such knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect, lien, encumbrance, adverse claim or other matter, the Company at its option may amend Schedule B of this Commitment accordingly, but such amendment shall not relieve the Company from liability previously Incurred pursuant to paragraph 3 of these Conditions. 3. Liability of the Company under this Commitment shall be only to the named proposed Insured and such parties included under the definition of Insured in the form of policy or policies committed for and only for actual loss incurred in reliance hereon in .undertaking in good faith (a) to comply with the requirements hereof, or (b) to eliminate exceptions shown' in Schedule B, or (c) to acquire or create the estate or interest or mortgage thereon covered by this Commitment. In no event shall such liability exceed the amount stated In Schedule A for the policy or policies committed for and such liability Is subject to the Insuring provisions and Conditions and the Exclusions from Coverage of the form of polio)/ or policies committed for in favor of the proposed insured which are hereby incorporated by reference and are made a part of this Commitment except as expressly modified herein. 4. This Commitment is a contract to Issue one or more title insurance policies and Is not an abstract of title or a report of the condition of title. Any action or actions or rights of action that the proposed insured may have or may bring against the-Company arising out of the status of the title to the estate or Interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the provisions of this Commitment. 5. The policy to be Issued contains an arbitration clause, NI arbitrable matters when the Amount of Insurance is $2,004000 or less 'shall be arbifrattd at the option of either the Company or the Insured as the exclusive remedy of the parties, You may review a copy of the arbitration rules at< htto: //www. alta. oroì>, .. tart title guaranty company All notices required tobe given the Company and any statement In writing required to be furnished the Company shall be addressed to it at P.O. Box 2029, Houston, Texas 77252. Case 2:17 -cv- 00079 -AKK Document 37 -2 Filed 07/12/17 Page 7 of 27 COMMITMENT Issued by Jefferson Title Corporation. Agent for: Stewart Title Guaranty Company SCHEDULE A FileNo.: S16-2557 I, Effective Date: September 6, 2016 at 08:00 AM 2, Policy or Policies to be issued; Amount of Policy (a) X Owner's Policy ALTA Own, Policy (06/17/06) Proposed Insured: SJP Investment Partners, LLC (b) X Loan Policy ALTA Loan Policy (06/17/06) Proposed Insured; BC35, LLC, aMichigan limited liability company, its successors and /or assigns as their respective interests may appear. 3. Title to the Fee Simple estate or interest in the land is at the Effective Date vested in: Jeffrey Kolessar of G.F. Management of Pennsylvania, Inc., as Receiver, by virtue of Court Order in Case No, CV-2015-904100.00 Circuit Court of Jefferson County, Alabama - Subject to requirements herein 4. The land referred to in the Commitment is described as follows: SEE EXHIBIT "A" ATTACHED HERETO Jefferson Title Corporation (License No: 0188714) Dated this 9th day of September, 2016, Jefferson Title Corporation License #0188714 Robert 5. Caliento License #0655920 By: Aut orized Signatory "This Commitment is not valid unless Schedule A, Schedule B Section - I and Schedule B Section - H are included," SCHEDULÈA, Page 1 of 1 JEFFERSON TITLE www.Jeffersontitlecorp.com 7 COMMITMENT Issued by Jefferson Title Corporation Agent for: Stewart Title Guaranty Company EXHIBIT "A" File No.: S16-2557 The land referred to in this Commitment is described as follows: UnitB, in Pickwick Place, a Condominium Development, in the City of 13 irmingham, Jefferson County, Alabama, as established by that certain Declaration of. Condominium pf Pickwick Place, a Condominium Development dated September 17, 1985 and recorded in October 25, 1985, in Real Volume 2794, page 413, in the Probate Office of Jefferson County, Alabama (to which Declaration of Condominium: plans are attached as Exhibit thereto and recorded in Map Book 147, page 1; the Articles of Incorporation of Pickwick Place, Inc. are attached as Exhibits B. thereto; the By -Laws of Pickwick Place, Inc. are attached as Exhibit C thereto; Declaration of Easements and Restrictions are attached as Exhibits D thereto) together with an undivided 76,72 percent interest in the common elements assigned to said Unit B, as set forth in said Declaration of Condominium. EXHIBIT "A ", Page 1 of 1 JEFFERSON www.Jeffersontitlecorp,com 7 ÇOMNETMENT Issued by Jefferson Title Corporation Agent for: Stewart Title Guaranty Company SCHEDULE B - SECTION I File No,: S16-2557 The following requirements mist be met and completed to the satisfaction of the Company before its policy of title insurance will be issued: ' I. Payment to or for the account of the grantors or mortgagor of the full consideration for the estate or interest to be issued. r 2. Pay us the premiums, fées and charges for the policy. 3, Pay all taxes, charges, assessments, levied and assessed against subject premises, which are due and payable. 4. Satisfactory evidence should be had that improvements and/or repairs or alterations thereto are completed; that 'contractor, sub -contractor, labor and materialmen are all paid; and have released of record all liens or notice of intent to perfect a lien for labor and material. 5. Proper instrument(s) creating the estate or interest to be insured must be properly executed and duly filed for record to wit: 6. Warranty deed from Jeffrey Kolessar of G.F. Management of Pennsylvania, Inc., as Receiver, by virtue of Court Order in Case No, CV-2015-904100.00 Circuit Court of Jefferson County, Alabama conveying the property described in Schedule "A" above to SJP Investment Partners, LLC. 7. The Company will require certified copies of the following documents to be filed of record in tthe Office of the Judge of Probate of Jefferson County, Alabama: . 1) Order Appointing Receiver; 2) Order Authorizing Receiver to sell at Private Sale; 3) Order Confirming the Sale 8. Proper execution and submission to the Judge of Probate (ánd recordation, where required) of the Real Estate Sales Validation Form in accordance with Section 40 -22-1, Alabama Code (1975). NOTE: This requirement may be satisfied by inclusion of the required information in the document of conveyance provided the Judge of Probate of the county of recordation will accept this as the requisite proof of the actual purchase price or value of the property. 9. If this is a purchase transactión, we require execution of an Affidavit of Residency or Exemption from Withholding Tax on Sale of Real Property by Nonresidents in compliance with Code of Alabama (1975) Section 40- 18 -86. If the Seller does not meet the requirements of the Affidavit of Residency or Exemption from Withholding Tax on Sale of Real Property by Nonresidents, a withholding tax will be required to be withheld from the proceeds of the sale and remitted to the Alabama Department of Revenue, 10. Execution and recordation, without intervening rights, of a mortgage by SJP Investment Partners, LLC, to the Insured, securing an indebtedness In the sum as shown in Schedule "A" hereof. "This Commitment is not valid unless Schedule A, Schedule B Section - I and Schedule B Section - II are included." SCHEDULE B SECTION I, Page I of 3 JEFFERSON TITLE www.leffersontItlecorp.com 7 COMMITMENT Issued by Jefferson Title Corporation Agent for: Stewart Title Guaranty Company SCHEDULE B - SECTION I (Continued) File No.: S16-2557 11, As to SIP Investment Partners, LLC, the company will require the following documentation prior to issuance of a deed or mortgage: a.A copy of the Articles of Organization or Certificate of Formation if created after 1 -1 -2015 and all amendments thereto; b.A copy of the written Operating Agreement or Company Agreement if created after 1-1-2015 and all amendments thereto; c.A current affidavit certifying that the CompanyAgreement represents true and correct copies of the LLC documents and that there have been no amendments or changes written, oral or implied; d. A current membership roster or certificate of incumbency; e. For a foreign LLC, a certificate of good standing from the state of origin. The conveying documents (deed and /or mortgage) to be executed by SIP Investment Partners, LLC must be signed by all members and must certify that the signatories constitute all of the members. If the conveying documents are not to be executed by all of the members, the Company will require satisfactory proof of .authority to act for any signatories, The Company reserves the right to make additional requirements and/or exceptions after receipt and review of additional information. 12, Properly recorded full release of the following mortgage: Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing given by Five Points Hospitality of Birmingham, LLC to The National Republic Bank of Chicago, in the amount of g4,600,000.00, dated January 10, 2007, filed January 10, 2007, and recorded in BK LR200701, Page 16533, in the Probate Office of Jefferson County, Alabama, Said mortgage being modified by that certain Fifth Loan Modification and Ratification Agreement recorded in BK LR201109, Page 26841 on December 22, 2011 in the aforesaid Probate Office. Said Mortgage being last transfered and assigned to BC35, LLC by that certain Assignment of Mortgage, Assignment of Leases and Rents, SecurityAgreementand Fixture Filing recorded in Instrument No. 2016069985 in the aforesaid Probate Office. I 3. Properly recorded full release of the following mortgage: Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement given by T6 Unison Site Management LLC to Deutsche Bank Trust Company Americas, in the amount of $368,750.00, dated May 6, 2010, filed June 29, 2010, and recorded in BK LR201005, Page 17216, in the Probate Office of Jefferson County, Alabama. . "This Cbmmitment is not valid unless Schedule A, Schedule B Section - I and Schedule B Section - U are included." SCHEDULE B SECTION I, Page 2 of 3 11111111)1 JEFFERSON TITLE www.jeffersontltlecorp.com 7 COMMITMENT Issued by Jefferson Title Agent Corporation for: Stewart Title Guaranty Company SCHEDULE B - SECTION I (Continued) File No.: S16-2557 14. Evidence acceptable to insurer that subject property is not located within .a fire district which assesses the property owner fire dues, If located in such a fire district, we will require that we be furnished a written statement from the secretary of the district stating that there are no .unpaid dues. 15, Evidence acceptable to insurer that all condominium or homeowner's association dues are paid in full, including a certificate of compliance, if applicable. 16. We will require satisfactory proof from the Architectural Control Committee that all structures located on subject property are in compliance. 17. A statement from the City Clerk of Birmingham, stating that there are no unpaid Municipal improvement assessments against subject property. 18. A statement from the Birmingham Water Works that all municipal water utility service charges are paid to date. (call 205244.4000 and provide street address) 19. A statement from the Jefferson County Sewer Service Department stating that all sanitary sewer service charges are paid to date. (Call 205-325 -5390 and provide parcel number and street address) 20. All papers are to be filed forrecord in the Birmingham Division of the Probate Office of Jefferson County, Alabama, 21, NOTE: 2015 taxes Paid under Parcel #29-00 -01-1-003 -005303, in the amount of $31,867.31. The above tax information is provided for informational purposes only. Tax information has been based on the present assessment rolls, but is subject to any changes or future adjustments that may be made by the Tax Assessor or by the County's Board of Equalization. No liability is assumed for the accuracy of the amount of taxes paid or for any changes imposed by said county authorities. 22: NOTE: If this transaction oloses on or after October 1, 2016, we will require proof that 2016 taxes have been paid. 23, A sworn statement from both the Seller(s) and Purchaser(s) that there is no unpaid or disputed real estate commission, all compensation due or to become due under any listing, agency or other brokerage agreement has been paid or has been waived in writing by the potential lien claimant, and there has been no written notice received concerning any unpaid real estate commission which could give rise to a Broker 's lien under Act #98 -160, Regular Session, 1998, Alabama Legislature (§ 35- 11.450, et seq., Ala. Code (1975)). 24. The Company reserves the right to make other and further requirements and /or exceptions upon receipt and review of additional information. "This Commitment is not valid unless Schedule A, Schedule B Section - I and Schedule B Section - II are Included." SCHEDULE B SECTION I, Page 3 of 3 JEFFERSON TITLE www.ieffersontitlecorp.com 7 COMMETMENT Issued by Jefferson Title Corporation Agent for: Stewart Tale Guaranty Company SCHEDULE B - SECTION II FileNo.: S16 -2557 Schedule B of the Policy or Policies to be issued contain exceptions to the following matters and said policy or policies will not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason thereof, unless the same are disposed of to the satisfaction of the Company. 1, (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2. Rights or claims of parties in possession not shown by the Public records. 3. Easements or claims of easements, any lien, or right to a lien, for services, labor, or material hereto or hereafter furnished, imposed by law and not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts which a correct survey and inspection of the premises would disclose ánd which are riot shown by the public records. 5, . Any mineral or mineral rights leased, granted or retained by current or prior owners. 6. Taxes and assessments for the year 2016 and subsequent years and not yet due and payable. 7. Rights granted to Alabama Power Company to construct, install, operate and maintain all conduits, cables, transclosures and other appliances and facilities useful or necessary for overhead and underground transmission and distribution of electric power and for underground communication services as set forth by instrument recorded in Real Volume 2235, Page 773 in the Probate Office of Jefferson County, Alabama. 8. Covenants, conditions, restrictions, reservations, easements, liens for assessments, options, powers of attorney, and limitations on title created by the "Condominium Ownership Act", Chapter 8, Section 35 -8 -1 et seq, Code of Alabama 1975, and /or the "Alabama Uniform CondominiumAct of 1991", Chapter 8A, Sections 35 -8A-101 et seq, Code of Alabama 1975, or set forth in the Declaration of Condominium of Pickwick Place, a Condominium Development, dated September 17, 1985 and recorded October 25,1985 in Real Volume 2794, Page 413,in the Probate Office of Jefferson County, Alabama, (to which Declaration of Condominium: plans are attached as an exhibit thereto and recorded in Map Book 147, Page 1; the Articles of Incorporation of Pickwick Place, Inc., attached as Exhibit B thereto; the By-Laws of Pickwick Place, Inc., are attached as Exhibit C thereto; Declaration of Easements and Restrictions attached as Exhibit D thereto) and in any instrument creating the estate or interest insured by this policy; and in any other allied instrument referred to in any of the instruments aforesaid. 9. Terms and conditions of that certain Memorandum of Building and Rooftop Lease dated July 6, 2006, by and between Pickwick Investments, LLC and Cellco Partnership d /b /a Verizon Wireless, filed for record July 11, 2006, recorded in BK LR200611, Page 21749, in the aforesaid Probate Office. I0, Wireless Communication Easement and Assignment Agreement as recorded in BK LR201002, Page 20037 in the aforesaid Probate Office. 11. Non -Disturbance and Attornment Agreement and Partial Release of Assignment of Leases and Rents as recorded in BK 1,12201002, Page 20028 in the aforesaid Probate Office. "This Commitment is not valid unless Schedule A, Schedule B Section - I and Schedule B Section - H are included." SCHEDULE B SECTION H, Page 1 of 2 JEFFERSON TITLE www.jeffersontitleoorp.com 7 COMMITMENT Issued by Jefferson Title. Corporation Agent for: Stewart Title Guaranty Company SCHEDULE B - SECTION II (Continued) File No.: SI6-2557 12; Rights of parties in possession under unrecorded leases. 13. Rights ofAppeal in connection with Case No, CV-2015-904100.00. 14. Subject property building encroachment onto adjoining property along easterly boundary, as shown by survey of Derek S. Meadows dated 6 -30 -2016. Affirmative coverage provided by ALTA 9 Endorsement. The following Endorsements sùbject to requirements to be provided Zoning- .10 per thousand requires current letter from appropriate authority; Comprehensive (ALTA9)- .10 per thousand requires current seller /owner affidavit; Access- $100.00; Tax Parcel- $100.00; Survey- $100.00; Usury- $100.00; Utility Facility- $100,00; Deletion of Arbitration- $100.00; ALTA28 - $100,00; Future Advance (ALTA 14.1) .10 per thousand requires examination of mortgage. "This Commitment is not valid unless Schedule A, Schedule B Section - I and Schedule B Section - TI are included," SCHEDULE B SECTION II, Page 2 of 2 JEFFERSON TITLE www.jeffersontitleco rp,com 7 Stewart Title Guaranty, Company, Stewart Title Insurance Company, Stewart Title Insurance Company of Oregon, National Land Title Insurance Company, Arkansas Title Insurance Company, Charter Land Title Insurance Company Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of' the Gramm-Leach -Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of privacy policies and practices of STEWART TITLE GUARANTY COMPANY, STEWART TITLE INSURANCE COMPANY, STEWART TITLE INSURANCE COMPANY OF OREGON, NATIONAL LAND TITLE INSURANCE. COMPANY, ARKANSAS TITLE INSURANCE COMPANY, CHARTER LAND TITLE INSURANCE COMPANY. We may collect nonpublic personal information about you from the following sources: Information we receive from you, such as on applications or other forms. Information about your transactions we secure from our files, or from our affiliates or others. Information we receive from a consumer reporting agency. Information that we receive from others involved in your transaction, such as the real estate agent-or tender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal ° information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law We also may disclose this information about our custoniers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. - . Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY. PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW, We restrict access to nonpublic personal information about you to those employees who need to know that information in.order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. (S 16-2557.PFD /S 16-2557/5) 7 Stewart Title Guaranty Company NOTICE OF AVAILABILITY OF CLOSING OR SETTLEMENT PROTECTION TO: (BUYER /i3ORROWER) {SELLER, LENDER} RE: AGENT: To Be Determined AGENT FiLE NUMBER: S16 -2557 *Inaccordance with Alabama law, specifically §27- 3 -6.1, Code of Alabama, 1975, this disclosure of availability of closing or settlement protection is required to be made to you. You are the lender, purchaser, borrower or seller of property identified as: SEE EXHIBIT "A" ATTACHED HERETO AND MADEA PART HEREOF. Closing or settlemeht protection is available to you in accordance with the guidelines of Stewart Title Guaranty Company and in the form previously approved by the Alabama Department of insurance. The cost to you for this closing or settlement protectidn is $25.00 in the case of a lender, $25.00 in the case of a purchaser or borrower or lessee, and $50.00 Ih the case of a seller or lessor, Subject to the Conditions and Exclusions contained in the Closing Protection Letter (the "Letter"), closing or settlement protection indemnifies the Covered Party against loss of closing or settlement funds because of one of the following acts of the settlement agent named in the Letter: 1) Theft misappropriation of settlement funds,but only to the extent that the theft relates to the status of the title to the interest in land proposed to be insured in a title commitment or title insurance policies issued by the title insurer issuing the Letter, or to the validity, enforceability, and priority of the lien of the mortgage on that interest in land. 2) Failure to comply with the.wrltten closing instructions when agreed to by the settlement agent, but only to the extent that the failure to follow the instructions relates to the status of title to the interest in land proposed to be insured in a title commitment or title insurance policies issued by the title insurer issuing the Letter, or to the validity, enforceability, and priority of the lien of the mortgage on that interest in land. You are covered by closing or settlement protection only if you are named as a Covered Party on the Letter, or if you have indicated below that you request settlement or closing protection, and have paid the cost therefore, as indicated above, if title Insurance is not purchased by any party, this offer of closing or settlement protection is void. If you are uncertain as to whether you should obtain closing or settlement protection, you are urged to seek independent advice. Buyer(s) /Borrower(s): request decline settlement or closing protection Dated: Seller(s); request decline settlement or closing protection Dated: Lender: request decline settlement or closing protection Dated: SJP Investment Partners, LLC Jeffrey Kolessár of G.F. BC35, LLC; a Michigan limited liability company EXHIBIT "A" 7 Unit B, in Pickwick Place, a Condominium Development, In the City of Birmingham, Jefferson County, Alabama, as established by that certain Declaration of Condominium of Pickwick Place, a Condominium Development dated September 17, 1985 and recorded in October 25, 1985, in. Real Volume 2794, page 413, in the Probate Office of Jefferson County, Alabama (to which Declaration of Condominium: plans are attached as Exhibit thereto and recorded in Map Book 147, page 1; the Articles of incorporation of Pickwick Place, Inc. are attached as Exhibits B thereto; the By -Laws of Pickwick Place, Inc. are attached as Exhibit C thereto; Declaration of Easements and Restrictions are attached as Exhibits D thereto) together with an undivided 76.72 percent interest in the common elements assigned to said Unit B, as set forth in said Declaration of Condominium. 7 7 S CIIEDULÉ A Name and Address of Title Insurance Company:Jefferson Title Corporation 3500 Colonnade Parkway, Suite 350 Birmingham, AL 35243 (205) 328 -8020 File No.; Sis -2557 Polley No,: 0-9401- 502940 Address Reference: Unit B Pickwick Place Birmingham, AL Amount of Insurance; $ 3,600,000,00 Date of Policy: September 27, 2016 at 03:17 PM I. Name of Insured; SJP Investment Partners, LLC, a Georgia limited liability company, doing business In Alabama as SJP Investment Partners LLC 2, The estate or interest in the Land that is insured by this policy Is: Fee Simple 3. Title is vested in; SJP Investment Partners, LLC, a Georgia limited liability company, doing business in Alabama as SJP Investment Partners LLC 4, The Land referred to in this policy is described as follows; SEE EXHIBIT "A" ATTACHED HERETO Jefferson Title Corporation (License No: 0188714) By; Robert Cailento (License No: 0655920) STEWART TITLE Authorized Signatory GUARANTY COMPANY "This Policy is not valid uniese ScheduleA and Schedule B ant Included," 7 File No,: 816-2557 Policy No,: 0- 9401.502940 EXIMIT "A" The Land referred to in this policy is desoribed as follows: - Unit B, in Pickwick Place, a Condominium Development, in the City of Birmingham, Jefferson County, Alabama, as established by that certain Declaration of Condominium of Pickwick Place, a Condominium Development dated September 17, 1985 and recorded in October 25, 1985, in Real Volume 2794, page 413, In the Probate Office of Jefferson County, Alabama (to which Declaration of Condominium: plans are attached as Exhibit thereto and recorded in Map Book 147, page 1; the Articles of Incorporation of Pickwick Place, Inc, are attached as Exhibits B thereto; the By-Laws of Pickwick Place, Inc. are attached as Exhibit C thereto; together with the benefits of those certain easements for the benefit of Unit B as created by that certain Declaration of Easements and Restrictions in Real Volume 2794, Page 479 attached as Exhibits D thereto) together with an undivided 76,72 percent interest in the common elements assigned to said Unit B, as set forth in said Declaration of Condominium, 7 File No,; S 16 -2557 Policy No,; 0-9401- 502940 SCHEDULE B This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of the following; 1, (a) laxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the Public Records. 2, Rlghtsor claims of parties in possession not shown by the Public records. 3; Easements or claims of easements, any lien, or right to a lien, For services, labor, or material hereto or hereafter furnished, imposed by law and not shown by the public records, 4. Discrepanqies, conflicts in boundary lines, shortage in area, encroachments, and any facts which a correct survey and inspection of the premises would disclose and which are not shown by the public records. 5. Any mineral or mineral rights .leased, granted or retained by current or prior owners, 6, Taxes and assessments for the year 2016 and subsequent years and not yet due and payable, Rights granted to Alabama Power Company to construct, install, operate and maintain all conduits, cables, transelosures and other appliances and facilities useful or necessary for overhead and underground transmission and distribution of electric power and for underground communication services as set forth by instrument recorded in Real Volume 2235, Page 773 in the Probate Office of Jefferson County, Alabama, 8. Covenants, conditions, restrictions, reservations, easements, liens for assessments, options, powers of attorney, and limitations on title created by the "Condominium Ownership Act ", Chapter 8, Section 35-8 -1 et seq, Code of Alabama 1975, and /or the "Alabama Uniform Condominium Act of 1991", Chapter 8A, Sections 35 -8A -101 et seq, Codo of Alabama 1975, or set forth in the Declaration of Condominium of Pickwick Place, a Condominium Development, dated September 17, 1985' and recorded October 25, 1985 in Real Volume 2794, Page 413,in the Probate Office of Jefferson County, Alabama, (to which Declaration of Condominium; plans are attached as an exhibit thereto and recorded in Map Book 147, Page 1; the Articles of incorporation of Pickwick. Place, Inc,, attached as Exhibit B thereto; the By-Laws ofi'Tckwick Placo, Inc,, are attached as Exhibit C thereto; Declaration of Basements and Restrictions as recorded in Real Volume 2 4, Page 479, attached as Exhibit D thereto) and In any instrument creating the estate or interest insure y this policy; and in any other allied instrument referred to in any of the instruments aforesaid, 9, Terms and conditions of that 'certain Memorandum of Building and Rooftop Lease dated July 6, 2006, by and between Pickwick Investments, LLC and Celleo Partnership d /b /a Verizon Wireless, filed for record July I I, 2006, recorded in BK LR20061 I, Page 21749, in the aforesaid Probate Office, (affects leasehold interest) 10, Wireless Communication Easement and Assignment Agreement as recorded in BK LR20Ib02, Page 20037 in the aforesaid Probate Office, (affects leasehold interest) I I, Non -Disturbance and Attornment Agreement and Partial Release of Assignment of Leases and Rents as recorded in BK LR201002, Page 20028 in the aforesaid Probate Office, (affects leasehold interest) "This Policy is not valid unless ScheduleA and Schedule n Arc included," 7 SCHEDULE B (Continued) File No.: S16 -2557 Policy No.: O- 9401 - 502940 12, Subject property building encroachment ónto adjoining property along easterly boundary, as shown by survey of Derek S. Meadows dated 6-30-2016. Affirmative coverage provided by ALTA 28 Endorsement. 13, Mortgage, Assignment of Leases and Rents, Security Agreement and Financing Statement given by T6 Unison Site Management LLC to Deutsche Bank Trust Company Americas, in the amount of $368,750.00, dated May 6, 2010, filed June 29, 2010, and recorded in BK LR201005, Page 17216, in the Probate Office Jefferson County, Alabama. (Leasehold Mortgage) 14. Mortgage executed by SJP Investment Partners, LLC to BC35, LLC, a Michigan limited liability company as recorded Instrument Number 2016100683, in the Probate Office of Jefferson County, Alabama. 15, Assignment of Leases and Rents by SJP Investment Partners, LLC, in favor of BC35, LLC, as recorded in Instrument Number 2016100684, in the Probate Office of Jefferson County, Alabama, 16. UCC Financing Statement in Favor of BC35, LLC as recorded in Instrument Number 2016100685, in the Probate Office of Jefferson County, Alabama, Exceptions Numbered 1 -4 are hereby deleted from said Policy "This Policy Is not vend unless Schedule A and Schedule B are Included," 7 Stewartnle Guaranty Company, Stewart Title Insurance Company, Stewart Title Insurance Company of Oregon, National Land Title Insurance Company, Arkansas Title Insurance Company, Charter Land Title Insurance Company Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm -Leach -Bliley Mt (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, Which notifies you of privacy policies and practices of STEWART TITLEGUARANTY COMPANY, STEWART TITLE INSURANCE COMPANY, STEWART TITLE INSURANCE COMPANY OF OREGON, NATIONAL LAND TITLE INSURANCE COMPANY, ARKANSAS TITLE INSURANCE COMPANY, CHARTER LAND TITLE INSURANCE COMPANY. We may collect nonpublic personal information about you from the following sources; Information we receive from you, such as on applications or other forms, Information about your transactions we secure from our files, or from our affiliates or others, Information we receive from a consumer reporting agency. Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected aboutyou. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: Financial service providers such as companies engaged in banking, consumer finance, securities and insurance, Non- financial companies such as envelope staffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information aboutyou to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information, (S 16-2557,PFD/S 16-25 57/41) 7, If you want information about coverage or need assistance to resolve complaints, please call our toll free number: 1- 800- 729-1902, If you make a claim under your policy, you' must furnish written notice In accordance with Section 3 of the Conditions. Visit our World -Wide Web site at http:/ /www_stewart.com ALTA Owner's Policy (6- 17 -06) .['i,1=r''.0o:r Zs;s ... tl,M,.+l_Ks --;?;;?-. ?i. __ ! ±"s` `4si. 5T. --. s OWNER'S POLICY OFTITLE INSURANCE ISSUED BY STEWART TITLE GUARANTY COMPANY Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown in Seetton 18 of the Condittons. t= COVERED RISKS SUBJECTTOTHE EXCLUSIONS FROM.COVERA Èl,EXCEPTIONSFROOÄ/F; OVERAGE CONTAINED IN SCHEDULE B, ANDTHE CONDITIONS, STEWARTTITLE GUARANTY Ç,p;yayTeites gor¡i9.IVI (thé,.Çompany") Insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, aft:ú ágams .l ö ss_' ' ór;î ä mä é ötexceeding the Amount of Insurance, sustained -' or Incurred by theInsured by reason of: s 1. Title being vested otherthan as stated it t 2. Any defect in or lien or encumbrance on .t (a) A defect In the Title caused by: B,. (b, i ?eä`Ris(LsÌu es bufïs not limited to insurance against loss from (i) forgery, fraud, undueintluence, du:. (il) failure of any person or Entity to havere °t 6 i 6,53Ál ÿr mpersonation; at- sf erveveyance; btarf (Iii) a document affecting Title not properly a ed -ëxécrdelA;xtilgased, sealed, acknowledged, notarized, or delivered, (iv) failure to perform those acts necessary to gate a docume Ìîÿ electronic means authorized by law; . (v) a document exebuted under a falsi d, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, rector òGindexed in the Public;¡¡Fe,including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administr The lien of real estate taxes or asses$ri9 ri: t eE¢on the Tfle rA ñvefitnental authority due of payable, but unpaid. Any encroachment, encui nbi al ice, viol r"ve affecting the Title lliaf would be disclosed by an accurate and complete land survey of ht°.gcludes encroachments of existing Improvements located on the Land onto adjoining land; of existing improvements located on adjoining land -.-..n 3. UnmarketableTitle. 4. No right of access to and from the Land. 5, The violation or enforcement of any law, orditi i)é, tá(rë O ation (including those relating to building and zoning) restricting, regulating, prohibiting, or relatingt, (a) the occupancy, use, or enjoyment of the (b) the character, dimensions, or location o (c). the subdivision (gland; or (d) environmental protection if a.notice, describing any part of the Land, is red éçptfis- 'setting forth the violation or intention to enforce, but. only to _iC1.1ir r_i the extent of the violation or enforcement referr. .' 6. An enforcement action based on the exercise;ccxSgQt3.,n.3. lit))"Itt#t pówer not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Ca ifs WO i:thé5giblic Records, but only to the extent of the enforcement .. referred to in that notice. ' Ká 7. The exercise of the rights of eminent domain if a ötice,óf thë eegrcise1 =.describing any part of the Land, is recorded in the Public Records. `y: - I- 8. Any taking by a governmental body that has occurred and Is binding on the rights of a purchaserforvalue without Knowledge. Countersigned by: Matt Morris President and CEO Authorized Countersignature t'.0i'pril',1601.1 Compañ far11 '4t:tliiftr:r t .til`'` i ^() ' Denise Cfirratix l;:`..t Secretary City, State xeml111EN aMeittcnrv Copyright 2006 -2009 American Land Title Association. All rights reserved. ti.N, T 1, The use of this Form is restricted lo ALTA licensees and ALTA members In good standing as of the dale of use. All outer uses are prohibited. Reprinted under license from the American Land Title Association. ALTA°Owner's 'Póliov '167 7J06{ 7 COVERED RISKS (Continued) 9. Title being vested other than as stated in Schedule A or being defective (i) to be timely, or (a) as a result of the avoidance in whole or in part, or from a court order (ii)to impart notice of its existence to a purchaser for value or to providing an alternative remedy, of a transfer of all or any part of the a Judgment or lien creditor. title to or any interest In the Land occurring prior to the transaction 10. Any defect in or lien or encumbrance on the Title or other matter included vesting Title as shown in Schedule A because that prior transfer in Covered Risks 1 through 9 that has been created or attached or has constituted a fraudulent or preferential transfer under federal bank- been filed or recorded in the Public Records subsequent to Date of Policy ruptcy, state Insolvency, or similar creditors' rights laws; or and prior to the recording of the deed or other instrument of transfer in the (b) because the instrument of transfer vesting Title as shown In Schedule Public Records that vests Title as shown in Schedule A. A constitutes a preferential transfer under federal bankruptcy, state The Company will also pay the costs, attorneys' fees and expenses Incurred insolvency, or similar creditors' rights laws by reason of the failure of In defense of any matter insured against by this Policy, but only to the extent its recording in the Public Records provided In the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, (b) not Known to the Company, not recorded in the Public Records at and the Company will not pay loss or damage, costs, attorneys' fees, or Date of Policy, but Known to the insured Claimant and not disclosed expenses that arise by reason of: In writing to the Company by the Insured Claimant prior to the date 1. (a) Any law, ordinance, permit, or governmental regulation (including the Insured Claimant became an Insured under this policy; those relating to building and zoning) restricting, regulating, prohibit- (c) resulting in no loss or damage to the insured Claimant; ing, or relating to (d) attaching or created subsequent to Date of Policy (however, this does (1) the occupancy, use, or enjoyment of the Land; not modify or limit the coverage provided under Covered Risk 9 and (ii) the character, dimensions, or location of any improvement 10); or erected on the Land; (e) resulting in loss or damage that would not have been sustained if the (iii) the subdivision of land; or Insured Claimant had paid value for the Title. (iv) environmental protection; 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or the effect of any violation of these laws, ordinances, or governmertal regu- or similar creditors' rights laws, that the transaction vesting the Title as lations. This Exclusion 1(a) does not inodify or limit the coverage provided shown in Schedule A, is I Inder Cnvereri Risk 5 (a) a fraudulent conveyance or fraudulent transfer; or (b) Any governmental police power. This Exclusion 1(b) does not modify (b) a preferential transfer for any reason not stated in Covered Risk 9 of or limit the coverage provided under Covered Risk 6. this policy. 2. Rights of eminent domain. This Exclusion does not modify or limit the 5. Any lien on the Title for real estate taxes or assessments- Imposed by coverage provided under Covered Risk 7 or 8. governmental authority and created or attaching between Date of Policy a Defects, liens, encumbrances, adverse claims, or other matters and the date of recording of the deed or other instrument of transfer in the (a) created, suffered, assumed, or agreed to by the Insured Claimant; Public Records that vests Title as shown in Schedule A. CONDITIONS 7. DEFINITION OFTERMS. created by a written instrument established by the Insured named in Schedule A for estate planning The following terms when used in this policy mean: purposes. (a) "Amount of Insurance": The amount stated in Schedule A, as may be (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights Increased or decreased by endorsement to this policy, increased by and defenses as to any successor that the Company would Section 8(b), or decreased by Sections 10 and 11 of these Conditions. have had against any predecessor Insured, (b) "Date of Policy ": The date designated as "Date of Policy' in Schedule A. "Insured Claimant": An Insured claiming loss or damage. (c) "Entity": A corporation, partnership, trust, limited liability company, or "Knowledge" or "Known ": Actual knowledge, not constructive know- other similar legal entity. ledge or'notice that may be imputed to an insured by reason of the (d) ' "Insured": The Insured named in Schedule A. Public Records or any other records that impart constructive notice (i) The term "Insured" also Includes: of matters affecting the Title. - (A) successors to the Title of the insured by operation of law "Land ": The land described in Schedule A, and affixed improvements as distinguished from purchase, including heirs, devisees, that by law constitute real property. The term "Land" does not survivors, personal representatives, or next of kin; include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement In abutting (B) successors Loan insured by dissolution, merger, con- streets, roads, avenues, alleys, lanes, ways, or waterways, but this solidation, distribution, or reorganization; does not modify or limit the extent that a right of access to and from (C) successors to an Insured by its conversion to another the Land Is insured by this policy. kind of Entity; "Mortgage ": Mortgage, deed of trust, trust deed, or other security (D) a grantee of an Insured under a deed delivered without instrument, including one evidenced by electronic means authorized payment of actual valuable consideratign conveying the by law. Title; "Public Recórds": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters (1) if the stock, shares, memberships, or other equity relating to real property to purchasers for value and without Know- interests of the grantee are wholly -owned by the ledge. With respect to Covered Risk 5(d), "Public Records" shall named Insured, also Include environmental protection liens filed in the records of the (2) if the grantee wholly owns the named Insured, clerk of the United States District Court for the district where the (3) ii the grantee is wholly -owned by an affiliated Entity Land Is located, of the named Insured, provided the.affiliated Entity 'Title ": The estate or interest described in Schedule A. and the named Insured are both wholly-owned by the "UnmarketableTitle":Title affected by an alleged or apparent matter same person or Entity, or that would permit a prospective purchaser or lessee of the Title or (4) if the grantee is a trustee or beneficiary of a trust lender on the Title to be released from the obligation to purchase, mono= AMTRICAN LAND l rLF I Copyright -2006 -2009 American Land Title Association. All rights reserved. ASSOCIATION as of the date of use. The use of this Form Is restricted to ALTA licensees and ALTA members in good standing Ail other uses are prohibited. Reprinted undor license from the American Land Title Association. Page 2 7 CONDITIONS (Continued) lease, or lend If there is a contractual condition requiring the delivery of purpose. Wheneverrequested.bythe Company, the Insured, at the marketable title. Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending 2. CONTINUATION OF INSURANCE. the action or proceeding, or effecting settlement, and (ii) in any other The coverage of this policy shall continue In force as of Date of Policy in lawful act that in the opinion of the Company may be necessary or favor of an Insured, but only so long as the Insured retains an estate or desirable to establish the Title or any other matter as insured. It the interest in the Land, or holds an obligation secured bye purchase money Company is prejudiced by the failure of the Insured to furnish the Mortgage given by a purchaser from the Insured, or only so long as the required cooperation, the Company's obligations to the Insured under .Insured shall have liability by reason of warranties In any transfer or con- the policy shall terminate, including any liability or obligation to defend, veyance of the Title. This policy shall not continue in force in favor of any prosecute, or continue any litigation, with regard to the matter or purchaser from the Insured of either (