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CONSENT TO ASSIGNMENT, SALE AND ASSUMPTION OF LICENSE <br />THIS CONSENT TO ASSIGNMENT, SALE AND ASSUMPTION OF LICENSE <br />(Consent) is made and entered into this 17t1 -day of February , 2015 by Indian River <br />County, (County) a political subdivision of the State of Florida whose address is 1801 27th <br />Street, Vero Beach, FL 32960 for the benefit of Capstar Radio Operating Company, a <br />Delaware corporation; and iHeartMedia Tower Co. I LLC, a Delaware limited liability <br />company; and Vertical Bridge Acquisitions, LLC; who consent as follows: <br />WHEREAS, on May 7, 1996 the County entered into a License agreement <br />(License) with Media VI, a Florida Partnership for a 3.67 acre parcel of property which is <br />the site of a 200' radio tower; and <br />WHEREAS, on January 20, 2004, that License was assumed by Capstar Radio <br />Operating Company (Capstar), and extended an additional 20 years until October 27, <br />2022 with the consent of the County; and <br />WHEREAS, Capstar through its wholly owned iHeartMedia, Tower Co I LLC, <br />(iHeartMedia) entered into an agreement whereby iHeartMedia Tower Co. I, LLC will be <br />assigned certain tower assets, including the License, and iHeartMedia Tower Co. I, LLC <br />will subsequently be sold to Vertical Bridge Acquisitions, LLC or its affiliate (Vertical <br />Bridge); and <br />WHEREAS, the tower on Old Dixie Highway and real property described in Exhibit <br />"A" attached and incorporated herein, is on County owned property subject to the License <br />and this Consent; and <br />WHEREAS, the License states in paragraph 9. "Licensee (Media VI) may not <br />assign license without the prior approval of the Board of County Commissioner of Indian <br />River County. The Grantor (Board of County Commissioners) shall not unreasonably <br />withhold such approval." <br />NOW THEREFORE, in consideration of the premises and the mutual covenants <br />hereinafter set forth the parties agree as follows. <br />1. The above recitations are true and correct and incorporated herein <br />2. The Board County Commissioners of Indian River County hereby consents to the <br />assignment and assumption of lease assigning the License by Capstar to <br />1 <br />