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d. Imposition of Late Fee: Interest. In the event of any monetary default, a late fee of five percent (5 %) of the amount
<br />due shall automatically be assessed. If any monetary default continues for more than ten (10) days after the date such payment was
<br />due, Tenant shall pay interest on such sum in the amount of eighteen percent (18 %) per annum or the highest rate permissible by law,
<br />whichever is less.
<br />e. Remedies Cumulative. All rights, privileges and elections or remedies of Landlord set forth above are cumulative
<br />and not alternative, to the extent permitted by law and except as otherwise provided herein.
<br />This Agreement may be terminated without further liability on thirty (30) days prior written notice by Tenant as follows: (i) if it does
<br />not obtain or maintain any license, permit or other approval necessary for the construction and operation of the Tenant Facilities; or (ii)
<br />if Tenant is unable to occupy and utilize the Premises due to an action of the FCC, including without limitation, a take back of channels
<br />or change in frequencies; or (iii) by Tenant if Tenant determines during the Due Diligence Period that the Premises are not appropriate
<br />for its operations for economic or technological reasons, including, without limitation, signal interference.
<br />11. Destruction or Condemnation. If the Premises or Tenant Facilities are damaged, destroyed, condemned or transferred in
<br />lieu of condemnation, Tenant may elect to terminate this Agreement as of the date of the damage, destruction, condemnation or
<br />transfer in lieu of condemnation by giving notice to Landlord no more than forty-five (45) days following the date of such damage,
<br />destruction, condemnation or transfer in lieu of condemnation. If Tenant chooses not to terminate this Agreement, Rent shall be
<br />reduced or abated in proportion to the actual abatement of use of the Premises.
<br />12. Insurance. Tenant, at Tenant's sole cost and expense, shall procure and maintain commercial general liability ( "CGL ")
<br />insurance covering bodily injury and property damage with a combined single limit of at least One Million and 00 /100 Dollars
<br />($1,000,000.00) per occurrence and naming Landlord as an additional insured. Subject to the standard exclusions and limitations of
<br />CGL policies, such insurance shall insure, on an occurrence basis, against all liability of Tenant, its employees and agents arising out
<br />of or in connection with Tenant's use of the Premises, all as provided for herein. Such policies shall be endorsed to provide Landlord
<br />with thirty (30) days notice of cancellation, change in terms, or nomenewal. If Tenant fails to carry the insurance required hereunder,
<br />Landlord may but shall not be obligated to procure the same on Tenant's behalf and at Tenant's sole expense, which amount shall
<br />become due and payable on demand. Prior to the Effective Date, Tenant shall provide Landlord with a certificate of insurance ( "COI ")
<br />evidencing the coverage required by this Paragraph 12.
<br />13. Waiver of Subroeation. Landlord and Tenant release each other and their respective principals, employees, representatives
<br />and agents, from any claims for damage to any person or to the Property or the Premises or to the Tenant Facilities or any other
<br />property thereon caused by, or that result from, risks insured against under any insurance policies carried by the parties and in force at
<br />the time of any such damage. Landlord and Tenant shall cause each insurance policy obtained by them to provide that the insurance
<br />company waives all right of recovery by way of subrogation against the other in connection with any damage covered by any policy.
<br />Neither Landlord nor Tenant shall be liable to the other for any damage caused by any of the risks insured against under any insurance
<br />policy required by Paragraph 12.
<br />14. Liability and Indemnity. Landlord and Tenant shall each indemnify, defend and hold the other harmless from and against
<br />all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' and consultants' fees, costs and expenses)
<br />(collectively "Losses ") arising from the indemnifying party's breach of any term or condition of this Agreement or from the gross
<br />negligence or willful misconduct of the indemnifying party or its agents, employees or contractors in or about the Property. The duties
<br />described in this Paragraph 14 shall apply as of the Effective Date of this Agreement and survive the termination of this Agreement.
<br />15. Assignment and Subletting. Tenant may not assign, or otherwise transfer all or any part of its interest in this Agreement or
<br />in the Premises without the prior written consent of Landlord; provided, however, that Tenant may assign its interest to its parent
<br />company, any subsidiary or affiliate of it or its parent company or entity acquiring fifty -one percent (51 %) or more of its stock or
<br />assets, subject to any financing entity's interest, if any, in this Agreement as set forth in Paragraph 9 above, provided that any assignee
<br />has a net worth at least equal to that of Tenant on the date hereof. Upon assignment, Tenant shall be relieved of all future
<br />performance, liabilities, and obligations under this Agreement, provided that the assignee assumes all of Tenant's obligations herein.
<br />Landlord may assign this Agreement, which assignment may be evidenced by written notice to Tenant within a reasonable period of
<br />time thereafter, provided that the assignee assumes all of Landlord's obligations herein. This Agreement shall run with the Land and
<br />shall be binding upon and inure to the benefit of the parties, their respective successors, personal representatives, heirs and assigns.
<br />10.15.2004
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