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SrrENAME 42
<br />SITE NUMBEW MN-MSP0210
<br />than forty-five (45) days following the date of such damage, destruction, condemnation or transfer in lieu of
<br />condemnation. If Tenant chooses not to terminate this Agreement, Rent shall be reduced or abated in proportion to
<br />the actual reduction or abatement of use of the Premises.
<br />13. Insurance• Subrogation' and Indemnity.
<br />13.1 Tenant shall provide Commercial General Liability Insurance in an aggregate amount of
<br />One Million and No/100 Dollars ($1,000,000.00) per occurrence naming Landlord as an additional insured. Subject
<br />to the standard exclusions and limitations of CGL policies, such insurance shall insure, on an occurrence basis,
<br />against all liability of Tenant, its employees and agents arising out of or in connection with Tenant's use of the
<br />premises, all as provided for herein. Such policies shall be endorsed to provide Landlord with thirty (30) days notice
<br />of cancellation, change in terms, or nonrenewal Tenant may satisfy this requirement by obtaining the appropriate
<br />endorsement to any master policy of liability insurance Tenant may maintain. If Tenant fails to carry the insurance
<br />required hereunder, Landlord may but shall not be obligated to procure the same on Tenant's behalf and at Tenant's
<br />sole expense, which amount shall become due and payable on demand. Prior to Effective Date, Tenant shall provide
<br />Landlord with a certificate of insurance ("COI") evidencing the coverage required by this Paragraph 13.
<br />13.2 Landlord and Tenant hereby mutually release each other (and their successors or assigns)
<br />from liability and waive all right of recovery against the other for any loss or damage covered by their respective
<br />first -party property insurance policies for all perils insured thereunder, In the event of such insured loss, neither
<br />party's insurance company shall have a subrogated claim against the other.
<br />13.3 Landlord and Tenant shall each indemnify, defend and hold the other harmless from and
<br />against all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' and consultants'
<br />fees, costs and expenses) (collectively "Losses") arising from the indemnifying party's breach of any term or
<br />condition of this Agreement or from the negligence or willful misconduct of the indemnifying party or its agents,
<br />employees or contractors in or about the Property. The duties described in this Paragraph 13.3 shall apply as of the
<br />Effective Date of this Agreement and survive the termination of this Agreement.
<br />14. Assignment. Tenant may assign this Agreement in its entirety only upon the prior written
<br />approval of Landlord, not to be unreasonably withheld, conditioned or delayed; provided that Tenant may assign this
<br />Agreement to a parent, affiliate, subsidiary or purchaser of all or substantially all of Tenant's assets upon prior
<br />written notice to Landlord. Tenant may sublease, partially assign, or otherwise co -locate an additional commercial
<br />mobile radio service provider ("CMRS Provider") upon a portion of the Premises, with the prior approval of
<br />Landlord, not to be unreasonably withheld, conditioned or delayed and subject to the terms of this section. The
<br />consent of Landlord to any sublease, partial assignment, assignment or co -locate shall not release the original Tenant
<br />from any covenant or obligation under this Agreement. The consent of Landlord to any partial assignment,
<br />assignment, subletting or co -locate shall not constitute a waiver of the right of Landlord to withhold its consent to
<br />any further partial assignment, assignment, subletting or co -locate.
<br />15. Title and Ouiet Enjoyment.
<br />15.1 Landlord represents and warrants that (i) it has full right, power, and authority to execute
<br />this Agreement, (ii) Tenant may peacefully and quietly enjoy the Premises and such access thereto, provided that
<br />Tenant is not in default hereunder after notice and expiration of all cure periods, (iii) it has obtained all necessary
<br />approvals and consents, and has taken all necessary action to enable Landlord to enter into this Agreement and allow
<br />Tenant to install and operate the Facility on the Premises, including without limitation, approvals and consents as
<br />may be necessary from other tenants, licensees and occupants of Landlord's Property, and (iv) the Property and
<br />access rights are free and clear of all liens, encumbrances and restrictions except those of record as of the Effective
<br />Date.
<br />15.2 Tenant has the right to obtain a title repot or commitment for a leasehold title policy
<br />from a title insurance company of its choice. If, in the opinion of Tenant, such title report shows any defects of title
<br />or any liens or encumbrances which may adversely affect Tenant's use of the Premises, Tenant shall have the right
<br />to terminate this Agreement immediately upon written notice to Landlord.
<br />16. Environmental. As of the Effective Date of this Agreement: (1) Tenant hereby represents and
<br />warrants that it shall not use, generate, handle, store or dispose of any Hazardous Material in, on, under, upon or
<br />affecting the Property in violation of any applicable law or regulation, and (2) Landlord hereby represents and
<br />Clcnrwirc Cmnrminiemion'fmvcr Agroeman - 4- v.5-22-06
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