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(including reasonable attorneys' fees and court costs) arising directly from the installation, use,
<br /> maintenance,repair or removal of the Communication Facility or Licensee's breach of any provision of this
<br /> Agreement, except to the extent attributable to the negligent or intentional act or omission of Licensor, its
<br /> employees, agents or independent contractors. Any requirements of this section are only to the limits set
<br /> forth in§768.28,Florida Statutes.
<br /> (b) Licensor agrees to indemnify, defend and hold Licensee harmless from and against any
<br /> and all injury, loss, damage or liability (or any claims in respect of the foregoing), costs or expenses
<br /> (including reasonable attorneys' fees and court costs) arising directly from the actions or failure to act of
<br /> Licensor, its employees or agents, or Licensor's breach of any provision of this Agreement, except to the
<br /> extent attributable to the negligent or intentional act or omission of Licensee, its employees, agents or
<br /> independent contractors.
<br /> (c) The indemnified party: (i) shall promptly provide the indemnifying party with written
<br /> notice of any claim,demand, lawsuit,or the like for which it seeks indemnification pursuant to this Section
<br /> and provide the indemnifying party with copies of any demands, notices, summonses, or legal papers
<br /> received in connection with such claim, demand, lawsuit, or the like; (ii) shall not settle any such claim,
<br /> demand,lawsuit,or the like without the prior written consent of the indemnifying party;and(iii)shall fully
<br /> cooperate with the indemnifying party in the defense of the claim,demand, lawsuit,or the like. A delay in
<br /> notice shall not relieve the indemnifying party of its indemnity obligation, except (1) to the extent the
<br /> indemnifying party can show it was prejudiced by the delay; and (2)the indemnifying party shall not be
<br /> liable for any settlement or litigation expenses incurred before the time when notice is given.
<br /> 10. WARRANTIES.
<br /> (a) Licensee and Licensor each acknowledge and represent that it is duly organized, validly
<br /> existing and in good standing and has the right,power and authority to enter into this Agreement and bind
<br /> itself hereto through the party set forth as signatory for the party below.
<br /> (b) Licensor represents, warrants and agrees that: (i) Licensor solely owns the Property as a
<br /> legal lot in fee simple, or controls the Property by easement, lease or license; (ii)the Property is not and
<br /> will not be encumbered by any liens, restrictions, mortgages, covenants, conditions, easements, leases, or
<br /> any other agreements of record or not of record, which would adversely affect Licensee's Permitted Use
<br /> and enjoyment of the Premises under this Agreement;(iii)as long as Licensee is not in default then Licensor
<br /> grants to Licensee quiet and peaceful use,enjoyment and possession of the Premises without hindrance or
<br /> ejection by any persons lawfully claiming under Licensor; (iv) Licensor's execution and performance of
<br /> this Agreement will not violate any laws,ordinances,covenants or the provisions of any mortgage,lease or
<br /> other agreement binding on Licensor;and(v)if the Property is or becomes encumbered by a deed to secure
<br /> a debt, mortgage or othersecurity interest, Licensor will provide promptly to Licensee a subordination,
<br /> non-disturbance and attornment agreement to be executed by Licensee, Licensor and the holder of such
<br /> security interest.
<br /> 11. ENVIRONMENTAL.
<br /> (a) Licensor represents and warrants that to the best of Licensor's knowledge,the Property,as
<br /> of the date of this Agreement,is free of hazardous substances,including asbestos-containing materials and
<br /> lead paint. Licensor and Licensee agree that each will be responsible for compliance with any and all
<br /> applicable governmental laws,rules, statutes,regulations,codes,ordinances,or principles of common law
<br /> regulating or imposing standards of liability or standards of conduct with regard to protection of the
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