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"Renewal Term" shall refer, collectively, to the Existing Renewal Term(s) and the New Renewal Term(s). <br /> The Landlord hereby agrees to execute and return to Tenant an original Memorandum of License in the <br /> form and of the substance attached hereto as Exhibit B and by this reference made a part hereof(the <br /> "Memorandum") executed by Landlord,together with any applicable forms needed to record the <br /> Memorandum,which forms shall be supplied by Tenant to Landlord. <br /> 3. Rent and Escalation.The Parties hereby acknowledge and agree that all applicable increases and <br /> escalations to the rental payments under the License (the "Rent") shall continue in full force and effect <br /> through the New Renewal Term(s). Notwithstanding anything to the contrary contained in the License, <br /> all Rent and any other payments expressly required to be paid by Tenant to Landlord under the License <br /> and this Amendment shall be paid to Indian River County. <br /> 4. Landlord and Tenant Acknowledgments. Except as modified herein,the License and all provisions <br /> contained therein remain in full force and effect and are hereby ratified and affirmed. <br /> 5. Limited Right of First Refusal. Notwithstanding anything to the contrary contained herein,this paragraph <br /> shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospective purchaser <br /> that is not a Third Party Competitor(as herein defined). If Landlord receives an offer and desires to : (i) <br /> sell or convey any interest(including, but not limited to, leaseholds or easements) in any real property of <br /> which the Licensed Premises is a part to any person or entity directly or indirectly engaged in the <br /> business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications <br /> infrastructure(any such person or entity, a "Third Party Competitor") or(ii)assign all or any portion of <br /> Landlord's interest in the License to a Third Party Competitor(any such offer,the"Offer"), Tenant shall <br /> have the right, exercisable in Tenant's sole and absolute discretion, of first refusal to purchase the real <br /> property or other interest being offered by Landlord in connection with the Offer on the same terms and <br /> conditions. If Tenant elects, in its sole and absolute discretion,to exercise its right of first refusal as <br /> provided herein,Tenant must provide Landlord with notice of its election not later than forty-five (45) <br /> days after Tenant receives written notice from Landlord of the Offer. If Tenant elects not to exercise <br /> Tenant's right of first refusal with respect to an Offer as provided herein, Landlord may complete the <br /> transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but <br /> with the express condition that such sale is made subject to the terms of the License, as modified by this <br /> Amendment. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord in <br /> violation of this Section is and shall be deemed to be null and void and of no force and effect.The terms, <br /> provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. <br /> 6. Landlord Statements. Landlord hereby represents and warrants to Tenant that: (i)to the extent <br /> applicable, Landlord is duly organized,validly existing, and in good standing in the jurisdiction in which <br /> Landlord was organized,formed, or incorporated, as applicable, and is otherwise in good standing and <br /> authorized to transact business in each other jurisdiction in which such qualifications are required; (ii) <br /> Landlord has the full power and authority to enter into and perform its obligations under this <br /> Amendment, and,to the extent applicable, the person(s)executing this Amendment on behalf of <br /> Landlord, have the authority to enter into and deliver this Amendment on behalf of Landlord; (iii) no <br /> consent, authorization, order, or approval of, or filing or registration with, any governmental authority or <br /> other person or entity is required for the execution and delivery by Landlord of this Amendment; (iv) <br /> Landlord is the sole owner of the Licensed Premises and all other portions of the Parent Parcel; and (v) <br /> there are no agreements, liens, encumbrances, claims, claims of lien, proceedings,or other matters <br /> (whether filed or recorded in the applicable public records or not) related to, encumbering, asserted <br /> against, threatened against, and/or pending with respect to the Licensed Premises or any other portion <br /> of the Parent Parcel which do or could (now or any time in the future) adversely impact, limit, and/or <br /> impair Tenant's rights under the License, as amended and modified by this Amendment.The <br /> Site No:370764 <br /> Site Name:Vero Beach Ring, FL <br />