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incorporated by reference into this Agreement (v) use of the terms "termination" or "expiration" are interchangeable; (vi)
<br />reference to a default will take into consideration any applicable notice, grace and cure periods; (vii) to the extent there is any
<br />issue with respect to any alleged, perceived or actual ambiguity in this Agreement, the ambiguity shall not be resolved on the
<br />basis of who drafted the Agreement; and (viii) the singular use of words includes the plural where appropriate.
<br />(h) Affiliates. All references to "Tenant" shall be deemed to include any Affiliate of New Cingular Wireless
<br />PCS, LLC using the Premises for any Permitted Use or otherwise exercising the rights of Tenant pursuant to this Agreement.
<br />"Affiliate" means with respect to a party to this Agreement, any person or entity that (directly or indirectly) controls, is
<br />controlled by, or under common control with, that party. "Control" of a person or entity means the power (directly or
<br />indirectly) to direct the management or policies of that person or entity, whether through the ownership of voting securities, by
<br />contract, by agency or otherwise.
<br />(i) Survival. Any provisions of this Agreement relating to indemnification shall survive the termination or
<br />expiration hereof. In addition, any terms and conditions contained in this Agreement that by their sense and context are
<br />intended to survive the termination or expiration of this Agreement shall so survive.
<br />0) W -9. Landlord agrees to provide Tenant with a completed IRS Form W -9, or its equivalent, upon execution
<br />of this Agreement and at such other times as may be reasonably requested by Tenant.
<br />(k) No Electronic Signatures /No Option. The submission of this Agreement to any party for examination or
<br />consideration does not constitute an offer, reservation of or option for the Premises based on the terms set forth herein. This
<br />Agreement will become effective as a binding Agreement only upon the handwritten legal execution, acknowledgment and
<br />delivery hereof by Landlord and Tenant.
<br />(1) Severability. If any provision of this Agreement is held invalid, illegal or unenforceable by a court or agency
<br />of competent jurisdiction, (a) the validity, legality and enforceability of the remaining provisions of this Agreement are not
<br />affected or impaired in any way if the overall purpose of the Agreement is not rendered impossible and the original purpose,
<br />intent or consideration is not materially impaired; and (b) the parties shall negotiate in good faith in an attempt to agree to
<br />another provision (instead of the provision held to be invalid, illegal or unenforceable) that is valid, legal and enforceable and
<br />carries out the parties' intentions to the greatest lawful extent. If any such action or determination renders the overall
<br />performance of this Agreement impossible or materially impairs the original purpose, intent or consideration of this
<br />Agreement, and the parties are, despite the good faith efforts of each, unable to amend this Agreement to retain the original
<br />purpose, intent and consideration in compliance with that court or agency determination, either party may terminate this
<br />Agreement upon sixty (60) days' prior written notice to the other party.
<br />(m) Counterparts. This Agreement may be executed in two (2) or more counterparts, all of which shall be
<br />considered on and the same agreement and shall become effective when one or more counterparts have been signed by each of
<br />the parties. All parties need not sign the same counterpart.
<br />(n) WAIVER OF JURY TRIAL. EACH PARTY, TO THE EXTENT PERMITTED BY LAW,
<br />KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY
<br />ACTION OR PROCEEDING UNDER ANY THEORY OF LIABILITY ARISING OUT OF OR IN ANY WAY
<br />CONNECTED WITH THIS AGREEMENT OR THE TRANSACTIONS IT CONTEMPLATES.
<br />26. LANDLORD'S LIABILITY FOR MARKING AND LIGHTING STRUCTURE.
<br />(a) Landlord represents, warrants and agrees that the Structure and the Property are and will remain during the
<br />term of this Agreement in compliance with all federal, state and local laws and regulations applicable to the Structure and the
<br />Property (`Legal Requirements "), including federal (including without limitation, Federal Aviation Administration (`FAA ")
<br />and Federal Communications Commission (`FCC ")), state and local marking, lighting, monitoring and any other regulatory
<br />obligations. Landlord's failure to comply with the foregoing obligations of this Section shall be a material default for which
<br />Tenant may terminate this Agreement immediately upon written notice to Landlord. Landlord further acknowledges that, to
<br />the extent such Legal Requirements are applicable, it is subject to forfeitures assessed by the FCC, the FAA and /or any state or
<br />local regulatory agencies for violations of such rules and requirements. Landlord shall forward to Tenant a written copy of any
<br />notices of violation/apparent liability or forfeitures in connection with its regulatory obligations referenced in this Section
<br />within five (5) business days of receipt.
<br />(b) If the Structure is subject to the FAA/FCC antenna structure marking and lighting requirements, Landlord
<br />agrees (i) to allow Tenant to bridge into Landlord's automatic alarm system ( "Alarm ") which monitors the lighting of the
<br />Structure so as to permit a parallel alarm system and Tenant shall be permitted continuous access to make repairs and
<br />inspections to its bridge, or (ii) if Landlord currently does not have an Alarm, to cause to be installed such an Alarm which can
<br />accommodate a bridge -in by Tenant, at Landlord's cost and expense, and to allow Tenant, at Tenant's own cost and expense, to
<br />bridge into the Alarm and for Tenant to have continuous access to make repairs and inspections to its bridge. Landlord, at its
<br />own expense, shall be responsible for the monitoring and for maintaining the Alarm in good operating condition as required by
<br />any and all Legal Requirements. Tenant shall, at its own expense, be responsible for the maintenance and repair of its bridge.
<br />(c) Nothing contained herein shall obligate Tenant to maintain Landlord's Alarm and Landlord acknowledges
<br />that it, and not Tenant, shall be solely liable and responsible for compliance with all such antenna structure marking and
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