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TOW E RPO IN T 7. Entry and Testing Agreement. After the full execution and delivery of this LOI, Buyer will provide Seller an entry and testing agreement permitting Buyer to enter upon the Site to perform due diligence. Seller will sign or provide comments to such agreement within three business days and that testing to be limited to no disruption of tower assets integrity. 8. Expenses of Transaction. Each party will be responsible for its own expenses, Seller will pay any transfer taxes, and any recordingfees. Buyer agrees to pay all escrow and closing costs. 9. Authority of Seller. Seller represents and warrants to Buyer that Seller's negotiations, execution, delivery and performance of this LOI or a Purchase Agreement substantially as described above will not violate, conflict with, or result in the breach of the terms of, any agreement by which Seller or any part of the Assets is bound. 10. Operation in Ordinary Course. Seller will operate the Assets in the usual and ordinary course and in conformity in all material respects with all applicable laws, ordinances, regulations, rules, or orders, and will use its best efforts to preserve both the continued operation of the Assets and Seller's relationships with its customers, suppliers, and others having business relations with Seller related to the Assets. 11. Exclusive Negotiations. In consideration of anticipated expenses to be incurred by Buyer in pursuing its acquisition of the Assets, Seller agrees that after signing this LOI, Seller, its employees, agents and representatives will neither discuss nor negotiate, directly or indirectly, with any other possible buyer, nor entertain nor consider any inquiries or proposals relating to the possible disposition of the Assets or of any part of the Assets for a period of 30 days from the date of the last signature hereof ("Exclusivity Period"). During the Exclusivity Period, you agree to promptly notify Buyer if any person, company or group seeks to initiate any discussions regarding the Assets. 12. Nonbinding Agreement. The parties acknowledge that, except as expressly set forth in this LOI, this LOI is non-binding and the various terms to be included in the Purchase Agreement remain to be negotiated. While the Parties agree in principle to the content of this LOI and propose to 3 1170 Peachtree St NE, Suite 1650, Atlanta, GA 30309 1 towerpoint.com I Ph: 678.775.0360 1 F: 678.775.0361