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GTP Site ID: FL -5586
<br />GTP Site Name: Vero Beach
<br />8. ASSIGNMENT.
<br />U Global Tower may assign this License with prior notice and approval by the County, not to be
<br />unreasonably withheld conditioned or delayed. After delivery by Global Tower to County of an instrument of
<br />assumption by an assignee that assumes all of the obligations of Global Tower under this License, Global
<br />Tower will be relieved of all liability hereunder. County may assign this License, in whole or in part, to any
<br />person or entity (a) who or which acquires fee title to the Premises and/or (b) who or which agrees to be subject
<br />to and bound by all provisions of this License. Except for the foregoing, assignment of this License by County
<br />must be approved by Global Tower, in Global Tower's sole discretion. Notwithstanding anything to the
<br />contrary herein, Licensee upon thirty days written notice may assign or otherwise transfer its interest in the
<br />License Agreement to an affiliated entity or to any entity with which it may merge, consolidate or enter an asset
<br />or stock purchase agreement with or to an entity who wishes to sublet or take assignment of space on the
<br />Tower.
<br />(b) Subject to the approval of the County's existing tenants, the County agrees to assign and Global Tower
<br />agrees to accept all responsibilities under the existing tenant's leases except for the right to renew the leases and
<br />the right to receive rents under the leases.
<br />9. WARRANTIES AND REPRESENTATIONS.
<br />(a) County warrants and represents that it is the owner in fee simple of the Premises, free and clear of all
<br />liens and encumbrances except as to those which may have been disclosed to Global Tower, in writing prior to
<br />the execution hereof, and that it alone has full right to License the Premises for the term set out herein. County
<br />further represents and warrants that Global Tower, on paying the rent and performing its obligations hereunder,
<br />shall peaceably and quietly hold and enjoy the Premises for the term of this License.
<br />(b) County does hereby authorize Global Tower and its employees, representatives, agents and consultants
<br />to prepare, execute, submit, file and present on behalf of County building, permitting, zoning or land -use
<br />applications with the appropriate local, state and/or federal agencies necessary to obtain land use changes,
<br />special exceptions, zoning variances, conditional use permits, special use permits, administrative permits,
<br />construction permits, operation permits and/or building permits. County understands that any such applications
<br />and/or the satisfaction of any requirements thereof may require County's cooperation, which County hereby
<br />agrees to provide.
<br />(c) County shall not do or permit anything that will interfere with or negate any special use permit or
<br />approval pertaining to the Premises or cause any tower on the Premises to be in nonconformance with
<br />applicable local, state, or federal laws. County shall cooperate with Global Tower in any effort by Global
<br />Tower to obtain certificates, permits, licenses and other approvals that may be required by any governmental
<br />authorities. County agrees to execute any necessary applications, consents or other documents as may be
<br />reasonably necessary for Global Tower to apply for and obtain the proper zoning approvals required to use and
<br />maintain the Premises and the tower site.
<br />(d) County has complied with all, and will continue to comply with environmental, health, and safety laws
<br />with respect to the Premises, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim,
<br />demand, or notice has been filed or commenced against County or regarding the Premises alleging any failure to
<br />so comply. Without limiting the generality of the preceding sentence, County and the Premises are in
<br />compliance with all environmental, health, and safety laws. No asbestos -containing thermal insulation or
<br />products containing PCB, formaldehyde, chlordane, or heptachlor or other hazardous materials have been
<br />placed on or in the Premises by County or, to the knowledge of County, by any prior owner or user of the
<br />Premises. To the knowledge of County, there has been no release of or contamination by hazardous materials
<br />on the Premises.
<br />(e) All utilities required for the operation of the Global Tower's improvements enter the Premises through
<br />adjoining public streets or, if they pass through an adjoining private tract, do so in accordance with valid public
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