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<br />successors, then Grantor, or its successors, may terminate the Easements by providing legally sufficient evidence of such abandonment, and
<br />following such termination all right and title to the land constituting the Easements shall revert back to Grantor. Abandonment shall be
<br />deemed to have occurred if neither Grantee nor any of its affiliates, customers, tenants, subtenants, employees or agents utilize (such use shall
<br />be construed broadly to include,. but not be limited to, use of the tower for the broadcast and receipt of telecommunications signals,
<br />maintenance of the tower or the equipment located on the Exclusive Easement, or maintenance and/or upkeep of the Easements) the tower
<br />site or facilities in any manner for a consecutive period of two (2) years, and, following the expiration of such 2 year period, do not respond
<br />within forty-five (45) days of Grantor's written notice to Grantee, which notice shall assert that non-response will result in termination of the
<br />Easements.
<br />5. Easement Consideration. Grantor hereby acknowledges the receipt, contemporaneous with the execution hereof, of all
<br />consideration due hereunder. Accordingly, no additional consideration shall be due during the Term of this Agreement.
<br />b. LJse of Easement Areas.
<br />(a) Exclusive Easement. The Exclusive F,asement shall be used by Grantee and its designated customers, lessees,
<br />sublessees, licensees, agents, successors and assigns for installing, constructing, maintaining, operating, modifying, repairing and replacing
<br />improvements and equipment, which may be located on the Exclusive Easement from time to time, for the facilitation of communications
<br />and other related uses in connection therewith. Grantee may make any improvements, alterations or modifications to the Easements as are
<br />deemed appropriate by Grantee, in its sole discretion. At all times during the term of this Agreement, Grantee shall have the exclusive right
<br />io use, and shall have free access to, the Easements seven (7) days a week, twenty-four (24) hours a day. Grantee shall have the exclusive
<br />right to lease, sublease, license, or sublicense any structure or equipment on the Exclusive Easement and shall also have the right to license,
<br />lease or sublease to third parties any portion of the Exclusive Easement, but no such lease, sublease or license shall relieve or release Grantee
<br />from its obligations under this Agreement. Grantor shall not have the right to use the Exclusive Easement for any reason and shall not disturb
<br />Grantee's right to use the Exclusive Easement in any manner. Grantor and Grantee acknowledge that Grantee shall be locating expensive
<br />telecommunications equipment in the Exclusive Easement and that Grantee, in order to comply with FCC regulations, must construct a fence
<br />around all or part of the Exclusive Easement, and shall have the right to prohibit anyone, including Grantor, from entry into such Exclusive
<br />Easement.
<br />(b) Access and Uiilit_y,Fasement. The Access and Utility Easement shall be used by Grantee, its customers, lessees,
<br />sublessees, licensees, agents, successors and assigns for ingress and egress from and to the Exclusive Easement, as well as the construction,
<br />installation, operation and maintenance of overhead and underground electric, water, gas, sewer, telephone, data transmission and other
<br />utility facilities (including wires, poles, guys, cables, conduits and appurtenant equipment) with the right to reconstruct, improve, add to,
<br />enlarge, change and remove such facilities, and to connect the same to utility lines located in a publicly dedicated right of way. Grantor shall
<br />not in any manner prevent access to, and use of, the Access and Utility Easement by Grantee or its customers, lessees, sublessees, licensees,
<br />agents, successors and assigns; and Grantor shall not utilize the Access and Utility Easement in any manner that interferes with Grantee's or
<br />its customers', lessees', sublessees', licensees', agents', successors' and assigns' use of such area. if the Access and Utility Easement is
<br />currently used by Grantor or its tenants, then Grantee shall not in any manner prevent access to, and use of, the Access and Utility Easement
<br />by Grantor or its tenants.
<br />7. ~uinment and Fixtures. Grantee or its licensees and customers shall have the right to erect, install, maintain,. replace and
<br />operate on the Exclusive Easement such equipment, structures, fixtures, antennae and other personal property as Grantee may deem
<br />necessary or appropriate, and such property, including the equipment, structures, fixtures and other personal property currently on the
<br />Exclusive Easement, shall not be deemed to be part of the Premises, but shall remain the property of Grantee or its licensees and customers.
<br />At any time during the term of this Agreement and within 90 days after termination hereof, Grantee or its customers shall have the right to
<br />remove their equipment, structures, fixtures and other personal property from the Easements.
<br />8. Assignment. Grantee may assign this Agreement, in whole or in part, to any person or entity at any time without the prior
<br />written consent of Grantor, including but not limited io an affiliate of Grantee. If any such assignee agrees to assume all of the obligations of
<br />Grantee under this Agreement, then Grantee will be relieved of all responsibility hereunder.
<br />9. Covenants and Agreements.
<br />(a) Grantor represents and warrants that it is the owner in fee simple of the Easements, free and clear of all liens and
<br />encumbrances, except as set forth on the attached Attachment "E", and that it alone has full right to grant the Easements and assign the
<br />Lease (as such term is defined in Section 22 hereof). Grantor further represents and warrants that Grantee shall peaceably and quietly hold
<br />and enjoy the Easements for the term of this Agreement without any hindrance, molestation or ejection by any party whomsoever.
<br />(b) During the term of this Agreement, Grantor shall pay when due all real property taxes and all other fees and assessments
<br />attributable to the Premises. Grantee hereby agrees to pay any increase in real property taxes levied against the Premises which are directly
<br />attributable to Grantee's use of the Easements (but not, however, taxes attributable to periods prior io the date of this Agreement such as roll-
<br />back or greenbelt assessments) if Grantor furnishes proof of such increase to Grantee. If Grantor fails to pay when due any taxes affecting
<br />the Premises, Grantee shall have the right but not the obligation to pay such taxes and demand payment therefor from Grantor, which
<br />payment Grantor shall make within ten (10) days of such demand by Grantee.
<br />(c) Unless the Exclusive Easement already constitutes a separate tract or tax parcel, Grantor shall not cause the area
<br />comprising the Easements io be legally or otherwise subdivided from any master tract of which it is a part, nor shall Grantor cause the area
<br />comprising the Easements to be separately assessed for tax purposes. If it is determined by Grantee that the transfer of the Easements set
<br />forth herein requires or shall require the subdivision of the Premises, and if Grantee, in its sole judgment, determines that it desires to seek
<br />Easement Agreement Site Name: Shelton NE
<br />Site Number: 98583
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