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10. Termination. Licensee shall use commercially reasonable efforts to locate and maintain
<br />subtenants on the Improvements. In addition to any other termination rights of Licensee
<br />in the License, Licensee may terminate the License in the event that Licensee is unable to
<br />locate or maintain any subtenants on the Improvements for a period of three (3) consecutive
<br />years, effective as of the expiration of such three (3) year period upon prior written notice
<br />to the Lessor.
<br />11. Transfer of Improvements. All Improvements on the Premises shall become the
<br />property of the Licensor upon termination of this License.
<br />12. Exclusive Use. In addition to any other use rights granted by the License, Licensee
<br />shall have the exclusive right to use the Licensed Premises for purposes of constructing,
<br />maintaining, and operating wireless communication infrastructure. Licensor shall not grant
<br />any right to a third -party which would affect all or part of the Licensed Premises in any
<br />way that competes, interferes, or conflicts with this exclusive use by Licensee, except that
<br />Licensor shall retain the rights to the space(s) historically reserved for Licensor's exclusive
<br />use. Said space(s) shall be further defined in terms of reserved height by Licensor within
<br />90 days of Amendment execution. Such rights shall be rent free to the Licensor for the
<br />duration of the License.
<br />13. Memorandum of License. Licensee shall be permitted to record a Memorandum of
<br />License, or Memorandum of Amendment of License, as applicable ("MOL"), in the form
<br />attached as Exhibit C reflecting the terms of the License as modified by this Amendment,
<br />and Licensor shall promptly execute such MOL at Licensee's request.
<br />14. There shall be no liens or mortgages or other security interests that encumber the
<br />Premises.
<br />15. Licensee's Indemnity. Licensee shall defend, indemnify and hold Licensor and its
<br />officers, directors, shareholders, employees, agents and representatives ("Licensor's
<br />Representatives") harmless from and against any and all claims, demands, litigation,
<br />settlements, judgments, damages, liabilities, costs and expenses (including, without
<br />limitation, reasonable attorneys' fees) (individually or collectively, a "Claim") arising
<br />directly or indirectly out of. (i) any act or omission of Licensee, its officers, agents,
<br />employees, contractors, or any other person or entity for whom Licensee is legally
<br />responsible ("Licensee's Representatives"); or (ii) a breach of any representation,
<br />warranty or covenant of Licensee contained or incorporated in this Agreement.
<br />16. Licensor's Indemnity. Licensor shall defend, indemnify and hold Licensee and its
<br />officers, directors, shareholders, employees, agents and representatives ("Licensee's
<br />Representatives") harmless from and against any and all claims, demands, litigation,
<br />settlements, judgments, damages, liabilities, costs and expenses (including, without
<br />limitation, reasonable attorneys' fees) (individually or collectively, a "Claim") arising
<br />directly or indirectly out of. (i) any act or omission of Licensor, its officers, agents,
<br />employees, contractors, or any other person or entity for whom Licensor is legally
<br />responsible ("Licensor's Representatives"); or (ii) a breach of any representation, warranty
<br />3
<br />Site Name: FPR -009 -AM -FM
<br />Site Number: US -FL -5015
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