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exact terms of the offer so received, together with a copy of such offer, and shall state the desire of the County to sell the Premises on such terms and conditions. Thereafter, the T-Mobile shall have the right and option to purchase the Premises at the price and upon the terms and conditions specified in the offer (the "Offer"). If the T-Mobile desires to exercise its option, it shall give notice (the "Counter Notice") to that effect to the County within thirty(30) days after receipt of the Transfer Notice. The closing of the purchase and sale of the Premises pursuant to this option shall occur at the time set forth in the Offer, provided that T-Mobile shall not be required to close before the 15th day following the date of the Counter Notice. T-Mobile's failure to give a timely Counter Notice (or its notice of refusal to purchase) shall be deemed a waiver of its rights to exercise its right of first refusal to accept the Offer but shall not be deemed a waiver of its right of first refusal with respect to any modification to the Offer or any future Offers. 15. SECURITY. The parties recognize and agree that T-Mobile shall have the right to safeguard and protect its improvements located upon or within the Premises. Consequently, T-Mobile may elect, at its expense, to construct such enclosures and/or fences as T-Mobile reasonably determines to be necessary to secure its improvements, including the tower(s), building(s), guy anchors, and related improvements situated upon the Premises subject to prior approval and permitting by the County. T-Mobile may also undertake any other appropriate means to restrict access to its communications buildings and related improvements subject to prior approval and permitting by the County. Whenever County's approval or consent is required under this License, it shall not be unreasonably withheld,conditioned or delayed. 16.FORCE MAJEURE. The time for performance by County or T-Mobile of any term, provision, or covenant of this License shall be deemed extended by time lost due to delays resulting from acts of God, strikes, civil riots, floods, material or labor restrictions by governmental authority, and any other cause not within the control of County or T-Mobile,as the case may be. 17. DEFAULT. The failure of T-Mobile or County to perform any of the covenants of this License shall constitute a default. The non-defaulting party shall give the other written notice of such default, and the defaulting party shall cure such default within thirty(30)days after receipt of such notice. In the event any such default cannot reasonably be cured within such thirty (30) day period, if the defaulting party shall proceed promptly after the receipt of such notice to cure such default, and shall pursue curing such default with due diligence, the time for curing shall be extended for such period of time as may be necessary to complete such curing, however, in no event shall this extension of time be in excess of sixty (60) days, unless agreed upon by the non-defaulting party. 18. REMEDIES. Should the defaulting party fail to cure a default under this License, the other party shall have all remedies available either at law or in equity, including the right to terminate this License. In the event County elects to terminate this License due to a default by T-Mobile, it shall continue to honor all sublicense commitments made by T-Mobile through the expiration of the term of any such commitment, it being intended hereby that each such commitment shall survive the early termination of this License. 19.ATTORNEY'S FEES. If there is any legal proceeding between County or T-Mobile arising from or based on this License, each party shall pay their own costs and expenses,including attorney's fees. 20.PRIOR AGREEMENTS. The parties hereby covenant, recognize and agree that the terms and provisions of this License shall constitute the sole embodiment of the arrangement between the parties with regard to the Premises, and that all other written or unwritten agreements, contracts, or Licenses by and between the parties with regard to the Premises are hereby terminated, superseded and replaced by the terms hereof. The terms of this paragraph do not apply to existing agreements the County may have with other entities other than T- Mobile. 6 135