Fill and Sign the Business Combination Agreement Dated as of Secgov Form

16A.05[2] Telecommunications License AgreementLICENSE AGREEMENT This LICENSE AGREEMENT (Agreement) is made as of the day of _________, 20__ by and between ________________("Licensor"), having offices at ___________________, New York, New York 10001, and ____________________________("Licensee"), having offices at ______________________, New York, New York 10001, and doing business under the trade name _______________________(the "Trade Name"). WITNESSETH: Licensor and Licensee hereby agree as follows: 1. Property. Licensor is the owner of the property known as ________________, New York, New York (the Property), which Property includes an office building (including the rooftop)(the "Building"), as more particularly shown on the drawing attached hereto and made a part hereof as Exhibit A. 2. License Grant. Licensor hereby licenses and permits Licensee to use the "Antenna and Electronic Equipment," a portion of the "Electronic Equipment Room," and the "Cabling Conduit," as all of such terms are defined below, subject to the terms and conditions specified herein, for the sole purpose of Licensor's providing and Licensee's obtaining communication services in connection with the operation of Licensee's communication business, using the FCC-licensed frequency(ies) or channel(s) specified in Exhibit B-II attached hereto and made part hereof (the "Approved Frequency"), which purpose shall not include the carrying, transmission, broadcasting, or relaying of any side- frequency or side-band or any frequency or content embedding, and for no other purpose whatsoever. The license granted hereby includes the right to attach a send/receive antenna(s) on the roof of the Building at locations designated by Licensor, all as more particularly specified herein. Licensee shall not have any right to physically alter the Building or its roof or to attach anything to the Building which causes damage or which may be deemed a fixture that is or may become a part of the Property. Subject to the rights granted to Licensee hereunder, Licensor reserves the Property, including, without limitation, the Building and its roof, unto itself for any and all purposes whatsoever. Licensee shall provide unrestricted access for Licensor and its agents, employees, or contractors to the Antenna and Electronic Equipment, the Electronic Equipment Room, and the Cabling Conduit for the inspection, repair, and maintenance of the Building or any utilities, and for any other purpose required by Licensor, at Licensor's sole discretion. The license granted to Licensee in this Agreement shall automatically terminate and expire upon the expiration or earlier termination of this Agreement. Termination and expiration of such license shall be self-operative and no further instrument shall be required to effect such termination or expiration. The foregoing notwithstanding, upon request by Licensor, Licensee, at Licensee's sole cost and expense, promptly shall execute and deliver to Licensor, in recordable form, any certificate or other documents confirming the termination or expiration of Licensee's right to use the Antenna and Electronic Equipment, the Electronic Equipment Room, the Cabling Conduit, or the roof of the Building, and the provisions of this sentence shall survive the expiration or termination of this Agreement. 3. Term. The "Term" of the license granted by this Agreement shall commence as of the date hereof (the "Commencement Date") and shall expire on ______, 20__ (the Original Expiration Date), or on such earlier date as this Agreement may be terminated or may expire pursuant to the provisions of this Agreement or pursuant to law. The Term of this License shall be on a year-to-year basis, commencing upon the Commencement Date, and extending automatically from year to year (each such extension being an "Extended Term") unless terminated as specified below. Licensor may terminate this Agreement on not less than sixty (60) days prior written notice of termination given to Licensee, effective either (i) as of the Original Expiration Date, or (ii) for any termination after the Original Expiration Date, as of the last day of the calendar month in which the sixtieth (60th) day after the date of the giving of such notice occurs. Licensee may terminate this Agreement on not less than one hundred eighty (180) days prior written notice of termination given to Licensor, effective either (i) as of the Original Expiration Date, or (ii) for any termination after the Original Expiration Date, as of the last day of the calendar month in which the one hundred eightieth (180th) day after the date of the giving of such notice occurs. The initial term of this Agreement and any Extended Term are collectively referred to herein as the "Term" of this Agreement. 4. Use and Operation of the Antenna and Electronic Equipment.(a) During the Term, Licensee, subject to the direction of Licensor and the Telecommunications Site Manager (defined below) and in accordance with the Building's construction rules and regulations, may construct, install, operate and use such microwave dish or dishes, and/or such send/receive antenna(s), and/or such whip antennas, together with related equipment, mountings and supports (collectively, the Antenna and Electronic Equipment) on the roof of the Building, as are shown and specified on Exhibit A - I attached to and made part hereof, (ii) the space on the ____ floor of the Building as specified in Exhibit A - II attached to and made part hereof to house the transmitter(s) for the Antenna and Electronic Equipment (the Electronic Equipment Room) and (iii) Licensor-designated cable chase access to interconnect the Antenna and Electronic Equipment to the Electronic Equipment Room and risers through the Building to the street ("Cabling Conduit"). The Antenna and Electronic Equipment and the Cabling Conduit shall be installed by Licensee or, at Licensee's election, by _______________(the Telecommunications Site Manager) (or its successors and assigns), which is the company licensed by Licensor to manage a facility for the operation of multiple transmitters, receivers and antennas for various users of the electromagnetic spectrum at or in connection with the Property (the Telecommunications Site Facility). The installation of the Antenna and Electronic Equipment and the Cabling Conduit shall be performed at Licensee's sole cost and expense (including, without limitation, any costs and expenses in connection with reinforcing the roof of the Building, if required). Except as otherwise specified below, Licensor shall have no obligation to reserve any portion of the roof for Licensee's use and the use of the roof for such purposes shall be allocated to the various roof licensees on a first come, first served basis. Licensee's use of the roof of the Building shall be on a nonexclusive and noninterfering basis. Licensee's use of the Telecommunications Site Facility shall be expressly limited to the use of the Antenna and Electronic Equipment and the Electronic Equipment Room, the Cabling Conduit, and the Approved Frequency, subject to the terms and conditions set forth herein and such rules and regulations governing frequency coordination among the various roof licensees as are issued by Licensor from time to time. This Agreement and the license granted herein are subject to such Required Modifications as requested by the Telecommunications Site Manager to ensure that the Antenna and Electronic Equipment comply with reasonable radiation hazard, insurance, fire underwriting, and windloading requirements, and all federal, state, and local laws, ordinances, rules, regulations, and orders ("Laws"). For the purposes of this Agreement, Required Modifications shall mean such reasonable modifications to the Antenna and Equipment Specifications requested by Licensor or the Telecommunications Site Manager from time to time (including a requested change in the specified location of the Antenna and Electronic Equipment) as are necessary and appropriate to (i) maximize use of the Telecommunications Site Facility by multiple users, (ii) prevent intermodulation interference among users of the Telecommunications Site Facility ( including, without limitation, the requirement that Licensee install ferrite isolators), (iii) coordinate power switching, cable access and cable routing by users of the Telecommunications Site Facility, and (iv) ensure compliance with reasonable radiation hazard requirements. Licensor or the Telecommunications Site Manager shall, within ten (10) days from the Commencement Date, provide to Licensee, in writing, any initial Required Modifications to the Antenna and Equipment Specifications. For the purposes of this Agreement, the "Antenna and Equipment Specifications" applicable to the Antenna and Electronic Equipment, to the Electronic Equipment Room, and to the Cabling Conduit from time to time shall mean the information specified in Exhibit B - I attached to and made part hereof, as modified pursuant to the provisions of this Paragraph 4(a). Licensee shall not make any alterations, additions, or changes to the Antenna and Electronic Equipment, the Electronic Equipment Room, or to the Cabling Conduit, or any alterations, additions, or changes to the Approved Frequency, without, in each instance, obtaining Licensor's prior written consent, which may be granted or withheld, or granted with conditions, all as Licensor in its sole and absolute discretion may from time to time determine.(b) Licensee shall not carry, transmit, broadcast, or relay any side- frequency or side-band or any frequency or content embedding or any program transmission other than expressly permitted under this Agreement, and Licensee shall use the Antenna and Electronic Equipment to relay or transmit its own public or private licensed broadcasting, but only using the Approved Frequency, and so as not to (i) cause any interference with transmission/reception by other licensees in the Building or any other Telecommunications Site Facility user, unless Licensee's Antenna and Equipment is operated in conformance with the Antenna and Equipment Specifications, or (ii) cause, to the extent the Antenna and Electronic Equipment does not conform with the Antenna and Equipment Specifications, interruption or interference with or disturbance to the reception or transmission of communication signals by or from any antennas, satellite dishes or similar equipment installed, now, or in the future, by Licensor, the Telecommunications Site Manager, any other licensee in the Building or any other Telecommunications Site Facility user, or (iii) cause damage to or interference with the operation of the Building or Building systems, including, without limitation, damage or interference to exterior Building lighting. Licensee shall cooperate with the Telecommunications Site Manager with respect to the system of technical and frequency coordination adopted by the Telecommunications Site Manager to maximize use of the Telecommunications Site Facility and to resolve disputes among Telecommunication Site Facility users and shall otherwise conform to the rules of operation of the Telecommunications Site Facility established by the Telecommunication Site Manager, provided that, except in the case of health and safety risks, such rules do not conflict with the Antenna and Equipment Specifications. If, after any portion of the Antenna and Electronic Equipment which does not conform to the Antenna and Equipment Specifications in any respect is installed by Licensee, it is discovered that the Antenna and Electronic Equipment causes any such interference, damage or disturbance, or health or safety risks, then Licensee, at its sole cost and expense, shall immediately (and in no event later than 24 hours) relocate its antenna to another available area on the roof reasonably designated by Licensor or the Telecommunications Site Manager and/or modify operation of its Antenna and Electronic Equipment to eliminate any such interference, damage or disturbance. If any such interference or disturbance or health or safety risks still occur despite such relocation or modification, or if no portion of the roof is available for such relocation, Licensee, at its sole cost and expense, shall immediately (and in no event later than 24 hours) cease using or causing the Antenna and Electronic Equipment to be used in a manner which does not conform to the Antenna and Equipment Specifications. In the event Licensee fails immediately to relocate the Antenna and Electronic Equipment or to cease using or causing the Antenna and Electronic Equipment to be so used, Licensor or the Telecommunication Site Manager may relocate or remove the Antenna and Electronic Equipment, and Licensee shall promptly reimburse Licensor or the Telecommunications Site Manager for any reasonable costs incurred by Licensor or the Telecommunication Site Manager in connection therewith. Licensee's use of electric energy for the operation of the Antenna and Electronic Equipment shall not at any time exceed the then-existing capacity of any of the then-existing electrical conductors or Building equipment which shall provide the supply of electric energy to the Antenna and Electronic Equipment.In the event that Licensee elects for the Telecommunications Site Manager to install Licensee's Antenna and Electronic Equipment, the Electronic Equipment Room, or the Cabling Conduit, and/or to maintain the Antenna and Electronic Equipment, the Electronic Equipment Room, and the Cabling Conduit in compliance with Paragraph 4(e)(2) hereof, and if the Telecommunications Site Manager agrees to do so, Licensee shall be charged the reasonable costs of such maintenance and installation (including, without limitation, the cost of equipment mounting and supports), subject to the requirements of the Antenna and Equipment Specifications, which requirements may be waived by Licensee in its discretion. At Licensor's option, any work to be performed on the roof of the Building or in the Building in connection with the construction, installation, repair or maintenance of the Antenna and Electronic Equipment, the Electronic Equipment Room, or the Cabling Conduit shall be performed by Licensor at Licensee's sole cost and expense. Licensee shall, within ten (10) days after demand therefor, reimburse Licensor for any costs and expenses incurred by Licensor or the Telecommunications Site Manager (whichever incurred the cost) in connection therewith. If Licensee shall perform any of the aforementioned work, such work shall be performed by contractors approved by Licensor and the Telecommunications Site Manager who are compatible with Building labor then existing at the Building, which approval shall not be unreasonably withheld or delayed, and shall be performed in good and workmanlike manner and in accordance with reasonable standards determined by the Telecommunications Site Manager. The Antenna and Electronic Equipment, the Electronic Equipment Room, and the Cabling Conduit shall be installed and operated in accordance with the Antenna and Equipment Specifications. (c) Licensor shall cause the Telecommunications Site Manager to enforce the provisions of the agreements it enters into with other Telecommunication Site Facility users, including, without limitation, provisions regarding interruption, interference or disturbance to the reception or transmission of communication signals. Such agreements shall require other Telecommunications Site Facility users to submit interference disputes to the Telecommunications Site Manager for resolution by the Telecommunications Site Manager. Subject to the provisions of subparagraphs (a) through (c) of this Paragraph 4, Licensor shall not interfere or allow any person or entity to interfere with the use of the Antenna and Electronic Equipment or cause the transmission or reception of communication signals to be interrupted or materially interrupted or impaired by virtue of any site condition existing on the roof of the Building, provided, however, that Licensor and/or the Telecommunications Site Manager (or their designated representatives) shall be entitled access to the Antenna and Electronic Equipment for emergency or scheduled maintenance of the Antenna and Electronic Equipment or the Building or Building systems. Licensor shall have no obligation or responsibility for any interruption or any interference caused by atmospheric conditions, by exterior Building lighting, or by persons or entities other than Licensor's personnel or other Telecommunications Site Facility users.(d) In the event that Licensor or the Telecommunications Site Manger desires Licensee to relocate the Antenna and Electronic Equipment due to circumstances other than those set forth in Paragraph 4(b) hereof, including, without limitation, the need for required repairs to the Antenna and Electronic Equipment or to the roof of the Building, or due to other requirements of Licensor relating to the roof of the Building, then Licensor or the Telecommunications Site Manager, at its option, may at any time during the Term, after reasonable prior notice to Licensee (except in the event of an emergency), relocate the Antenna and Electronic Equipment to another area on the roof designated by Licensor or the Telecommunications Site Manager, provided that such relocation (i) does not affect the Antenna and Equipment Specifications (other than the location on the roof where Licensee desires to place the Antenna and Electronic Equipment), or (ii) does not cause the transmission or receipt of communication signals to be interrupted or materially impaired other than temporarily in connection with such relocation and (iii) Licensee is afforded the option to require the Telecommunications Site Manager to provide or make available, at no expense to Licensee, a temporary back-up facility for Licensee's use during such relocation which duplicates in all material respects the Antenna and Electronic Equipment to prevent interruption or material impairment of Licensee's use of the Telecommunications Site Facility during such relocation, and, except as set forth with respect to Licensor's or the Telecommunications Site Manager's right to cause Licensee to relocate the Antenna and Electronic Equipment pursuant to Paragraph 4(b) hereof, such relocation shall be performed at the Telecommunication Site Manager's sole cost and expense. (e) (1) Licensor shall not have any obligations whatsoever with respect to the Antenna and Electronic Equipment, the Electronic Equipment Room, or the Cabling Conduit, or compliance with any legal requirements relating thereto (including, without limitation, the obtaining of any required permits or licenses, or the maintenance thereof), nor shall Licensor be responsible for any damage that may be caused to Licensee or the Antenna and Electronic Equipment, the Electronic Equipment Room, or the Cabling Conduit by any other licensee or occupant of the Building. Licensor makes no representations whatsoever that the Antenna and Electronic Equipment will be able to receive or transmit communication signals without interference or disturbance (whether or not by reason of the installation or use of similar equipment by any other licensee) and Licensee agrees that Licensor shall not be liable to Licensee therefor. (2) Licensee, at Licensee's sole cost and expense, shall paint and maintain the Antenna and Electronic Equipment in either green, the color of the curtain wall of the Building, or such other color as Licensor shall determine, and Licensee shall take whatever steps reasonably required by Licensor or the Telecommunications Site Manager to afford lightning protection, protection from radiation hazard exposure and to assure the mechanical stability of the Antenna and Electronic Equipment, and to install such lightning rods or air terminals on or about the Antenna and Electronic Equipment as Licensor or the Telecommunications Site Manager may reasonably require. Licensee, at Licensee's sole cost and expense, shall be responsible for the maintenance of the Antenna and Electronic Equipment, the Electronic Equipment Room, and the Cabling Conduit in good order and condition throughout the Term of this Agreement and shall promptly make all repairs to the Antenna and Electronic Equipment, the Electronic Equipment Room, and the Cabling Conduit, including replacements as and when necessary throughout the Term. Licensee, at its sole cost and expense, shall also be responsible for all repairs of any damage occasioned to the Antenna and Electronic Equipment, the Electronic Equipment Room, and the Cabling Conduit, or otherwise to the roof of the Building or any portion of the Building or sidewalks on or adjacent to the Property caused or resulting from (i) the installation and/or maintenance of the Antenna and Electronic Equipment, the Electronic Equipment Room, and the Cabling Conduit or any item or part thereof or any piercing of the surface of the roof of the Building (including, without limitation, any piercing of the roof surface which may result in a leakage of water into other areas of the roof or of the Building); or (ii) the wrongful or negligent acts of Licensee or any of Licensee's agents, employees, or contractors in performing any inspection of, or repairs or replacements to, or maintenance of the Antenna and Electronic Equipment, the Electronic Equipment Room, and the Cabling Conduit or any part thereof. All desired access by Licensee or its employees, agents or contractors to the Antenna and Electronic Equipment, the Electronic Equipment Room, the Cabling Conduit, or to the Building for purposes of performing or complying with Licensee's rights or obligations under this Agreement shall be subject to the supervision and control of Licensor, and to Licensor's reasonable safeguards for the security of the Building and Licensor's operations therein, and all such access shall first be coordinated with Licensor's Building manager, it being understood and agreed that Licensor shall have the right to prescribe the times when such access shall be afforded to Licensee (which may be other than during normal business hours) all to the intent and purpose that the normal operation of the Building shall not be disturbed or interfered with. Licensor's reasonable charges for overtime elevator service provided to Licensee shall be paid for by Licensee upon submission of Licensor's invoices therefor.(3) Licensee shall, at its sole cost and expense, (i) be solely responsible for any damage caused to Licensor or any other person or entity or to property as a result of the installation, removal, move, maintenance or use of the Antenna and Electronic Equipment, the Electronic Equipment Room, and the Cabling Conduit, unless such damage is caused by the willful misconduct of the Licensor, the Telecommunications Site Manager or Licensor's personnel, (ii) promptly pay any tax, license, permit or other fees or charges imposed pursuant to any Laws relating to the installation, maintenance or use of the Antenna and Electronic Equipment, the Electronic Equipment Room, and the Cabling Conduit, (iii) promptly comply with all precautions and safeguards recommended by Licensor's insurance company or by the National Board of Fire Underwriters and all governmental authorities, (iv) perform all necessary repairs or replacements to, or maintenance of, the Antenna and Electronic Equipment, the Electronic Equipment Room, and the Cabling Conduit, and (v) ensure that the Antenna and Electronic Equipment, the Electronic Equipment Room, and the Cabling Conduit, comply with all Laws applicable to the installation, operation and maintenance of the Antenna and Electronic Equipment, the Electronic Equipment Room, and the Cabling Conduit, including, without limitation, any Laws concerning radio frequency radiation exposure, whether or not such Laws are usual or unusual, ordinary or extraordinary, foreseen or unforeseen, and whether or not such Laws involve a change of policy on the part of the governmental body or agency enacting or enforcing them. (4) Licensee shall comply with all Laws relating to Hazardous Materials and shall not introduce, store, transport, maintain, spill, release or allow the introduction, storage, transportation, maintenance, spilling, or release of any Hazardous Materials in or upon the Building or Property in connection with Licensee's operations and performance pursuant to this Agreement. "Hazardous Materials" shall mean regulated petroleum products, hazardous and toxic materials, and hazardous waste, including, without limitation, asbestos and PCBs, subject to, controlled, or regulated pursuant to any environmental Laws. Licensee's indemnity set forth in Paragraph 9 hereof shall include the specific indemnity for Licensee's breach of this subparagraph 4(e)(4) and such indemnity and Licensee's obligations pursuant to this subparagraph 4(e)(4) shall survive the expiration or termination of this Agreement.(f) Licensee acknowledges and agrees that the privileges granted Licensee under this Agreement shall constitute merely a license coupled with an interest and shall not, now or at any time after the installation of the Antenna and Electronic Equipment, the Electronic Equipment Room, and the Cabling Conduit, be deemed to grant Licensee a leasehold, an easement, or any other real property interest in the Property, the Building, or any portion thereof. (g) Licensor hereby represents that it has obtained all site plan approvals for the construction of the Telecommunications Site Facility required under any legal requirements applicable to Licensor, and prior to installation, Licensee shall obtain all permits, licenses, and other approvals required in connection with the installation, maintenance, and operation of the Antenna and Electronic Equipment, the Electronic Equipment Room, and the Cabling Conduit. Except for obtaining such site plan approvals, neither Licensor nor the Telecommunications Site Manager shall have any obligations with respect to the Antenna and Electronic Equipment, the Electronic Equipment Room, and the Cabling Conduit, or compliance with any legal requirements relating thereto (including, without limitation, the obtaining of any required permits or licenses, or the maintenance, extension or renewal thereof). Licensee shall obtain authorization from the Federal Communications Commission (FCC) (and any successor or other agency or entity having jurisdiction) to operate the Antenna and Electronic Equipment in accordance with the Approved Frequency and the Antenna and Equipment Specifications, and shall provide the Telecommunications Site Manager and Licensor a true and correct copy of such Federal Communication Commission authorization prior to installation of the Antenna and Electronic Equipment, the Electronic Equipment Room, and the Cabling Conduit. Licensee expressly acknowledges that any receive-only facility not requiring FCC licensing or other approvals shall be operated by Licensee on a secondary basis to any facilities requiring FCC licensing or other approvals operating from the Telecommunications Site Facility, and that such FCC-authorized facilities shall be accorded priority in accordance with FCC rules and regulations. (h) For the purposes of this Paragraph 4, the Telecommunications Site Manager, or its successors and assigns, shall be deemed the agent of Licensor. 5. License Fee. During the Term of this Agreement, Licensee shall pay to Licensor: (a) A license fee in the aggregate amount specified in subparagraphs (i) and (ii) below, as may be increased by the Additional License Fee calculated pursuant to subparagraph (iii) below (the License Fee). The License Fee shall be due in advance on the first day of each month during the Term of this Agreement, and shall be payable at the office of Licensor or such other place as the Licensor may designate by giving notice thereof to Licensee, without setoff or deduction whatsoever. Licensee shall pay the first monthly installment of the License Fee upon the execution of this Agreement. The License Fee for any partial months during the Term shall be prorated. The License Fee shall consist of the following amounts: (i) the amount of ___________ Dollars ($0,000.00) per month with respect to the Antenna and Electronic Equipment; and (ii) the amount of ___________ Dollars ($0,000.00) per month with respect to the Electronic Equipment Room. (iii) Consumer Price Index: The License Fee currently specified to be paid by Licensee pursuant to subparagraph (i) plus subparagraph (ii) above at the time, from time to time, of each calculation hereunder (the "Base License Fee"), shall be used as a basis to calculate the "Additional License Fee" as of the times and in the manner set forth in this subparagraph (iii) and as a result thereof, Licensee shall pay the Additional License Fee as hereinafter provided: A. For the purposes of this subparagraph (iii), the following definitions shall apply: (1) "Price Index" shall mean the "Consumer Price Index for all Urban Consumers, New York - Northeastern New Jersey, (1982-1984=100), issued and published by the Bureau of Labor Statistics of the United States Department of Labor. (2) "Base Price Index" shall mean the Price Index as it exists on the Commencement Date hereof. B. Effective as of each January and July subsequent to the Commencement Date hereof, the Base License Fee shall be utilized as a basis for calculation of the Additional License Fee under this subparagraph (iii), as follows: (1) The July calculation shall be based on the percentage difference between the Price Index for the preceding month of June and the Base Price Index. In the event that the Price Index for June in any calendar year during the Term reflects an increase over the Base Price Index, then the Base License Fee hereunder as of the July 1st following such month of June shall be multiplied by the percentage difference between the Price Index for June and the Base Price Index, and the resulting amount shall be the Additional License Fee effective as of such July 1st. Such Additional License Fee shall thereafter be payable hereunder monthly, until it is readjusted pursuant to the terms of this subparagraph (iii). (2) The January calculation shall be based on the percentage difference between the Price Index for the preceding month of December and the Base Price Index. In the event that the Price Index for December in any calendar year during the Term reflects an increase over the Base Price Index, then the Base License Fee hereunder as of the January 1st following such month of December shall be multiplied by the percentage difference between the Price Index for December and the Base Price Index, and the resulting amount shall be the Additional License Fee effective as of such January 1st. Such Additional License Fee shall thereafter be payable hereunder monthly, until it is readjusted pursuant to the terms of this subparagraph (iii). The following illustrates the intention of the parties hereto as to the computation of the Additional License Fee resulting from this Consumer Price Index adjustment as applied from time to time to the Base License Fee: Assuming that (i) the Base License Fee is $6,000, (ii) the Base Price Index is 255.4 and (iii) the Price Index for the particular June or December, is 280.9, then the percentage of increase is 10.0%. The sum of $6,000 would be multiplied by 10%, resulting in a monthly Additional License Fee of $600 effective as of the immediately following July 1 or January 1, as the case may be. Such $600 would be payable by Licensee monthly in advance thereafter until the next such calculation and adjustment.C. In the event that the Price Index ceases to use the "1982- 1984 average of 100" as the basis of calculation, or if a substantial change is made in the terms or number of items or composition thereof contained in or utilized by the Price Index, then the Price Index shall be adjusted to the figure that would have been arrived at had the manner of computing the Price Index in effect on the Commencement Date hereof not been altered. In the event such Price Index (or a successor or substitute index) is not available, a reliable governmental or other nonpartisan publication, selected by Licensor, evaluating the information used in determining the Price Index, shall be used. D. Licensor shall cause statements of the Additional License Fee provided for in this subparagraph (iii) to be prepared in reasonable detail and delivered to Licensee. In no event shall the Additional License Fee payments being made immediately prior to each such adjustment be reduced by virtue of any succeeding adjustment occurring under this subparagraph (iii). Any delay or failure of Licensor, beyond July or January of any calendar year, in computing or billing for such Additional License Fee hereinabove provided, shall not constitute a waiver of, or in any way impair, the continuing obligation of Licensee to pay such Additional License Fee. (b) An annual charge, paid in equal monthly installments, equal to Two Dollars and Seventy-Five Cents ($2.75) times the square footage of the area of the Electronic Equipment Room and the area occupied by the Antenna and Electronic Equipment, prorated for partial months during the Term, for electricity utilized to operate the Antenna and Electronic Equipment and the Electronic Equipment Room (the Antenna Power Charge). Licensee acknowledges that neither Licensor nor the Telecommunications Site Manager will separately meter the Antenna and Electronic Equipment to measure its consumption of electricity. The Antenna Power charge shall be computed by the Telecommunication Site Manager based on the Telecommunications Site Manager's reasonable, good faith estimate of Licensee's consumption of electricity for the Antenna and Electronic Equipment based on the Antenna and Equipment Specifications. The Antenna Power Charge shall be increased by a rate equal to any actual increased rate in the cost of electricity charged to Licensor. (c) All additional charges for relocation, maintenance, and repair of the Antenna and Electronic Equipment, the Electronic Equipment Room, and the Cabling Conduit, and all costs and expenses relating thereto, as specified under this Agreement to be paid by Licensee. 6. Default. (a) This Agreement is made and all of Licensee's rights hereunder are granted on the condition that if Licensee defaults in observing or fulfilling any of its obligations under this Agreement, and such default shall continue uncured for a period of five (5) days after written notice of default is given by Licensor with respect to payment of any delinquent installment of the License Fee, the Antenna Power Charge, or any other charge payable hereunder, or for a period of fifteen (15) days with respect to any non-monetary default after notice is given by Licensor of such default, or if such non- monetary default shall be of a nature that the same cannot reasonably be cured within said fifteen (15) day period, and if Licensee shall not give Licensor notice of its intent to cure such default and shall not have diligently commenced curing such default within such fifteen (15) day period and shall not thereafter with reasonable diligence and dispatch and in good faith proceed to cure such default and complete such cure within a reasonable period for the curing of such default, then Licensor may, upon the expiration of the applicable cure period specified above, terminate this Agreement and Licensee's license hereunder by giving notice of termination to Licensee, and the Term of this Agreement shall cease and expire on the date specified in Licensor's termination notice, which date shall be the third day after the date on which the notice of termination is given (the Default Termination Date), and the Term of this Agreement shall cease and expire on such Default Termination Date with the same force and effect as if such Default Termination Date was originally provided herein as the Expiration Date of this Agreement.(b) If Licensee is in default under any provision of this Agreement, then, without limiting Licensor's rights and remedies Licensor may otherwise have under this Agreement or under applicable law, Licensee, upon written notice from Licensor or the Telecommunications Site Manager, shall immediately discontinue its use of the Antenna and Electronic Equipment until receipt of written acknowledgment from Licensor or the Telecommunications Site Manager that all such defaults have been cured, and Licensor may, by force or otherwise, remove or disable the Antenna and Electronic Equipment. Notwithstanding any termination or expiration of this Agreement pursuant to this Paragraph 6, Licensee shall continue to be liable to Licensor for any unperformed obligations under this Agreement. 7. Relationship. Licensor represents that it has the authority to grant this license. The rights granted to Licensee hereunder shall be deemed merely a license and are not, under any circumstances, intended to constitute a partnership, employment agreement, tenancy, joint venture, or any other relationship between the parties. 8. Exculpation of Licensor. Licensor shall not be responsible or liable to Licensee for any damage or destruction to the Antenna and Electronic Equipment or the Electronic Equipment Room or Cabling Conduit or for the consequences of any casualty or eminent domain taking. Licensee shall not claim and hereby waives all rights to any award as a result of any taking by eminent domain, which would reduce any award of Licensor or the owner of the Property. 9. Indemnity. Licensee agrees to and shall defend, indemnify, and hold harmless Licensor, the fee owner of the Property, Licensor's Managing Agent for the Property, and any superior title or interest holders in the Building or the Property and any mortgagee holding a lien on any interest of the Building or Property (collectively, with Licensor and the fee owner of the Property, the "Superior Interest Holders") which are from time to time disclosed by Licensor, and the Superior Interest Holders' and the Property fee owner's and Managing Agent's respective directors, members, officers, agents, and employees (all of the foregoing hereinafter referred to as the "Indemnitees") from and against any and all claims, accidents, losses, demands, suits, judgments, liens, expenses, costs, and damages (including without limitation court costs and reasonable attorneys' fees) arising during the Term of this Agreement, and the term as it may be extended and any other period of the use by Licensee or any of Licensee's agents, servants, employees, contractors, or invitees of the Antenna and Electronic Equipment, the Electronic Equipment Room, and the Cabling Conduit, or other portions of the Building, and resulting or arising out of this Agreement, or its breach or default by Licensee. The indemnity contained in this Paragraph 9 shall survive the expiration or earlier termination of this Agreement. 10. Insurance. Licensee shall obtain and maintain throughout the Term of this Agreement all of the insurance policies specified in Exhibit C attached to and made part hereof. Such policies shall: (i) be written by a reputable and solvent insurance company authorized to do business in the State of New York, and having such insurance ratings as reasonably required by Licensor, (ii) state that such insurance maintained by the Licensee is primary over any insurance carried by the Licensor, (iii) be issued in the name of the Licensee, with all of the Indemnitees named as additional insureds, and (iv) state that such insurance shall not be invalidated by any act or omission of any of the Indemnitees. Upon full execution of this Agreement and thereafter, at least thirty (30) days prior to the expiration of any such policy, Licensee shall deliver to Licensor either duplicate originals of the aforesaid policies or certificates evidencing such insurance, provided said certificates contain an endorsement that such insurance may not be modified or cancelled except upon thirty (30) days prior notice to Licensor, and such certificates shall exhibit evidence of payment for the policies. Licensee's failure to provide and keep in force any of the aforementioned insurance shall be regarded as a material default hereunder, entitling Licensor to terminate this Agreement and to exercise any or all remedies available at law or in equity based on Licensee's default. 11. Security. Licensee accepts sole and complete responsibility for all security for its equipment and supplies or the equipment and supplies of its agents, servants, employees, contractors, and invitees while on or near the Property, at no cost to and with no liability of Licensor for security. 12. Removal; Materials and Equipment. Licensee shall, at its sole cost and expense, supply all materials and personnel for the conduct of its operations permitted under this Agreement. Not later than the Expiration or Termination Date of this Agreement, Licensee, at its sole cost and expense, shall (i) remove the Antenna and Electronic Equipment, the Cabling Conduit, and Licensee's installations, equipment, and all other personal property located in the Electronic Equipment Room and shall repair to Licensor's reasonable satisfaction any and all damage to the Building, the roof of the Building, or any part thereof occasioned by such removal and shall restore the roof area affected by the Antenna and Electronic Equipment to a state of good order and condition (including, without limitation, patching in a manner reasonably approved by Licensor all portions of the roof, and the skin thereof, including any supporting structure), excepting any ordinary wear and tear, and (ii) surrender the Antenna and Electronic Equipment, the Electronic Equipment Room, and the Cabling Conduit, to Licensor. If Licensee fails to comply with the provisions of this Paragraph 12, all of Licensee's personal property shall be deemed abandoned, and Licensor, without being obligated to do so, shall have the right to remove and dispose of all or any part of the Antenna and Electronic Equipment, the Cabling Conduit, and Licensee's installations, equipment, and all other personal property located in the Electronic Equipment Room or in other portions of the Building and to make the repairs required to be made by Licensee pursuant to this Paragraph 12 and to charge Licensee therefor, which charges Licensee shall promptly pay upon presentation of an invoice therefor. Nothing contained herein shall be construed as an express or implied consent for Licensee or anyone claiming by or under Licensee to remain in possession of or to continue to use and occupy all or any part of the Antenna and Electronic Equipment, the Electronic Equipment Room, and the Cabling Conduit, or any portion of the Building after the expiration or termination of this Agreement. During the Term of this Agreement, Licensee shall, at its sole cost and expense, promptly remove from the Building any of Licensee's installations, equipment, and all other personal property which is no longer in use located in or on any portion of the Building and shall repair to Licensor's reasonable satisfaction any and all damage to the Building, the roof of the Building, or any part thereof occasioned by such removal in the same manner and to the same extent as specified above in this Paragraph 12 for repair in connection with removal of Licensee's installations, equipment, and all other personal property not later than the expiration or termination date of this Agreement. The provisions of this Paragraph 12 shall survive the expiration or termination of this Agreement. 13. Licensee's Representatives. Promptly upon the full execution and delivery of this Agreement, Licensee shall provide Licensor with the names, addresses, and telephone numbers (for day, night, and emergency contact) of two (2) authorized representatives of Licensee who shall be responsible for Licensee's compliance with the terms and conditions of this Agreement. No other persons will be authorized to speak or act for Licensee. Licensee may change such authorized representatives by giving Licensor written notice of such change, together with the changed addresses and telephone numbers. 14. Liens. Licensee covenants and agrees not to permit to be created nor to remain undischarged, and to indemnify Licensor against, any lien, encumbrance or charge filed against the Property or any part thereof by reason of any work, labor, services or materials performed or furnished to or on behalf of Licensee, and not to suffer any other matter or thing whereby the estate, right and interest of Licensor or the fee owner of the Property or any part thereof may be impaired. Notice is hereby given that Licensor shall not be liable for any work or materials furnished to Licensee on credit and that no mechanic's or other lien for any such work or materials shall attach to or affect Licensor's interest in the Property based on any work or material supplied to Licensee or anybody claiming through Licensee. Should Licensee receive written notice of such a lien having attached to the Property, Licensee shall forthwith take such action by bonding or otherwise as will remove or satisfy such lien. If Licensee shall fail to cause such lien to be discharged within thirty (30) days after receipt by Licensee of written notice of the filing thereof and before judgment or sale thereunder, then, in addition to any other right or remedy of Licensor, Licensor may, but shall not be obligated to, discharge the same by paying the amount reasonably claimed to be due or by bonding or other proceeding deemed appropriate by Licensor, and the amount so paid by Licensor and/or all reasonable costs and expenses, including interest, court costs and reasonable attorneys' fees and disbursements, incurred by Licensor in procuring the discharge of such lien shall be deemed to be part of the License Fee and shall be due and payable by Licensee to Licensor on the first day of the next following month. 15. Notice. Any notice or other communication which is permitted or required by this Agreement must be in writing and shall be delivered by nationally recognized overnight courier providing delivery receipt to any party, or may be sent by registered or certified U.S. mail, with postage prepaid, return receipt requested. Any such notice or other written communication shall be deemed received by the party to whom it is sent (i) in the case of courier delivery, on the date of delivery to the person to whom such notice is addressed as evidenced by a signed written receipt, and (ii) in the case of registered or certified mail, the earlier of the date receipt is acknowledged on the return receipt for such notice or five (5) business days after the date of posting by the United States Post Office. For purposes of notices or other written communications, the notice address of each respective party hereto shall be the address for such party as first given above, and if to Licensor, to the attention of _______, with a copy to [Licensor's attorneys], ____________, New York, New York 100001, Attention ________________, Esq., and if to Licensee, to the attention of _____. Such addresses for notice may be changed at any time by written notice given in accordance with this Paragraph 15. 16. No Assignment. This Agreement is personal to Licensee, and Licensee shall not assign this Agreement, or sublicense any rights hereunder, or allow any person or entity other than Licensee to manage or operate the Antenna and Electronic Equipment or use the Approved Frequency, or occupy or use the Property for any reason other than provided for herein, or operate the Antenna and Electronic Equipment under any name other than the Trade Name, under penalty of damages and forfeiture. Any attempted assignment or sublicensing shall be null and void. 17. Binding Effect and Modification. This Agreement may not be changed or terminated orally. The agreements, covenants, representations, warranties, terms and provisions of this Agreement shall apply to and bind the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. 18. Entire Agreement. This Agreement fully embodies the agreements, covenants and understandings between the parties hereto. All prior agreements, covenants, understandings, and communications between the parties, written or oral, are merged herein and shall not be construed so as to modify, amend, or contradict this Agreement in any way. 19. Severability. If any portion or provision of this Agreement shall be held unenforceable or invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the validity or enforceability of this Agreement, but such invalid portion or provision shall be deemed severed and deleted herefrom, as if the same had never been contained herein, and the balance of this Agreement shall remain in full force and effect. 20. Governing Law. This Agreement shall be governed and construed by and in accordance with the laws of the State of New York. 21. No Waiver. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other agreement or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act. 22. Joint and Several Liability. If more than one person, corporation, or other entity is named as Licensee in this Agreement and executes the same as such, then the word "Licensee," wherever used in this Agreement, is intended to refer to all such persons, corporations, and entities, and the liability of such persons, corporations, or other entities for compliance with and performance of all of the terms, covenants, and provisions of this Agreement shall be joint and several. 23. Pronouns. As used in this Agreement, all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural as the identity of the person or persons or entities to whom such pronouns refer may require. 24. Captions and Headings. The captions and headings of this Agreement are for convenience only and do not in any way limit, amplify, or modify the provisions of this Agreement. 25. Execution and Delivery of Agreement. Submission by Licensor of this Agreement for review and execution by Licensee shall confer no rights nor impose any obligations on either party. This Agreement shall be of no force or effect unless and until both Licensor and Licensee shall have executed this Agreement and duplicate originals thereof shall have been delivered to the respective parties hereto. 26. Third Party Beneficiary. Nothing contained is this Agreement shall be construed so as to confer upon any other party the rights of a third party beneficiary. 27. Attorneys' Fees. In the event Licensor shall institute suit to compel performance by Licensee of any of Licensee's obligations contained herein or to preclude a purported violation of the terms of this Agreement, or is compelled to defend any action instituted by Licensee, Licensor shall be entitled to reimbursement for, and Licensee shall indemnify and hold Licensor harmless from and against, all costs, expenses and attorneys' fees and disbursements incurred by Licensor in such suit. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. LICENSOR: [Insert Name] By:______________________ Name:____________________ Title:___________________ LICENSEE: [Insert Name] Attest:____________________ By:______________________Secretary Name:____________________ Title:___________________ ACKNOWLEDGMENT FOR LICENSEE State of New York ) County of ) ss.: On the ____________ day of ____________________in the year 20__ before me, the undersigned, personally appeared ________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity(-ies), and that by his/her signature on the instrument, the individual, or the person or entity upon behalf of which the individual acted, executed the instrument. _________________________ Notary Public EXHIBIT A [Drawing of the Building] EXHIBIT A - I [Drawing(s) of the Antenna and Electronic Equipment] EXHIBIT A - II [Drawing(s) of the Electronic Equipment Room] EXHIBIT B - I [Antenna and Equipment Specifications] EXHIBIT B - II [Approved Frequency Specifications] EXHIBIT C [Insurance]