2022.07.05_ATC_EXECUTED_Primeco_3rd_Amend.pdf

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ATC Site No: 412350 VZW Site No: 132405

Site Name: Lutz Lake Fern Road

THE THIRD AMENDMENT TO PCS SITE LEASE

This Third Amendment to PCS Site Lease (this “Amendment”) is made effective as of the latter signature date hereof (the “Effective Date”) by and between School Board of Hillsborough County (“Landlord”) and Cellco Partnership d/b/a Verizon Wireless (“Tenant”) (Landlord and Tenant being collectively referred to herein as the “Parties”).

RECITALS

WHEREAS, Landlord owns the real property known as 5503 W Lutz Lake Fern Rd, Lutz, FL 33558, which is more particularly described on Exhibit A attached hereto and by this reference made a part hereof (the “Parent Parcel”); and

WHEREAS, Victor S. Kassels, predecessor‐in‐interest to Landlord, and PrimeCo Personal Communications, L.P., a Delaware limited partnership, predecessor‐in‐interest to Tenant, entered into that certain PCS Site Lease dated February 6, 1997 (the “Original Lease”) as amended by that certain Amendment dated March 6, 1997 (the “First Amendment”) as amended by that certain Second Amendment to PCS Site Lease dated January 25, 2022 (the “Second Amendment”) (collectively, the “Lease”), pursuant to which Tenant leases a portion of the Parent Parcel and is the beneficiary of certain easements for access and public utilities, all as more particularly described in the Lease (such portion of the Parent Parcel so leased along with such portion of the Parent Parcel so affected, collectively, the “Leased Premises”), which Leased Premises is more particularly described on Exhibit B attached hereto and by this reference made a part hereof; and

WHEREAS, Tenant, Verizon Communications Inc., a Delaware corporation, and other parties identified therein, entered into a Management Agreement and a Master Prepaid Lease, both with an effective date of March 27, 2015 and both with ATC Sequoia LLC, a Delaware limited liability company (“American Tower”), pursuant to which American Tower subleases, manages, operates and maintains, as applicable, the Leased Premises, all as more particularly described therein; and

WHEREAS, Tenant has granted American Tower a limited power of attorney (the “POA”) to, among other things, prepare, negotiate, execute, deliver, record and/or file certain documents on behalf of Tenant, all as more particularly set forth in the POA; and

WHEREAS, Landlord and Tenant desire to amend the terms of the Lease to extend the Initial Term (as defined below) thereof and to otherwise modify the Lease as expressly provided herein.

NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants set forth herein and other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Leased Premises and Use. Landlord continues to lease to Tenant and Tenant continues to lease from Landlord, the Leased Premises, including the non‐exclusive easements for ingress, egress and public utilities for the Term (as defined below) of the Lease unless the Lease, as modified by this Amendment, expires earlier or is terminated earlier in accordance with its terms and provisions. The Leased Premises may be used by Tenant and Tenant’s sublessees solely for the purpose of installing, constructing, maintaining, operating, modifying, repairing, replacing and/or removing, at their expense, a communications tower facility, including, without limitation, improvements, equipment, structures, fixtures, antennae, cable wiring, back‐up power sources (including generators, fuel storage tanks and temporary antenna structures), related fixtures, antenna structure, and other related personal property (collectively, the “Facilities”) and uses incidental thereto. The easements for access and public utilities may be used by Tenant and Tenant’s sublessees for ingress, egress, and utility purposes from the Leased Premises to and from a public right of way.

2. One‐Time Payment. Tenant shall pay to Landlord a one‐time payment in the amount of Twenty Five Thousand and No/100 Dollars ($25,000.00), payable within thirty (30) days of the Effective Date and subject to the following conditions precedent: (a) Tenant’s receipt of this Amendment and an original Memorandum (as defined below) executed by Landlord, and (b) Tenant’s receipt of any documents and other items reasonably requested by Tenant in order to effectuate the transaction and payment contemplated herein, including an Internal Revenue Service Form W‐9 (Request for Taxpayer Identification Number and Certification) completed by Landlord. In the event Tenant fails to pay such one‐time payment when due, as provided herein, and such failure continues beyond the applicable cure period, Landlord shall be entitled to exercise any and all rights and remedies available at law or in equity and/or under the Lease, as modified by this Amendment.

3. Lease Term Extended. Notwithstanding anything to the contrary contained in the Lease or this Amendment, the Parties agree the Lease commenced on February 6, 1997 (the “Original Commencement Date”) and, without giving effect to the terms of this Amendment, is scheduled to expire on August 5, 2022 (the “Current Expiration Date”; the Original Commencement Date through and including the Current Expiration Date, the “Initial Term”). The Initial Term of the Lease is hereby extended from August 6, 2022 through and including August 5, 2027 (the “Extended Term”), and Tenant shall have the option to further extend the Lease from the Extended Term for each of two (2) additional five (5) year renewal terms (each a “Renewal Term” and, collectively, the “Renewal Terms”; the Initial Term, the Extended Term, and the Renewal Terms, collectively, the “Term”). The Renewal Terms shall automatically renew unless Tenant notifies Landlord that Tenant elects not to renew/further extend the Lease at least ninety (90) days prior to the commencement of the next Renewal Term. Landlord and Tenant hereby agree to execute an Amended Memorandum of Lease in the form and of the substance attached hereto as Exhibit C and by this reference made a part hereof (the “Memorandum”), which Memorandum shall be recorded at Tenant’s expense.

4. Rent and Escalation. Commencing on February 6, 2022, the rent payable from Tenant to Landlord under the Lease is hereby increased to Two Thousand Six Hundred Fifty and No/100 Dollars ($2,650.00) per month (the “Rent”). Notwithstanding the foregoing, Tenant shall pay to Landlord a one‐time, lump‐sum payment in the amount equal to the increase specified herein for the period commencing on February 6, 2022 and ending on the last day of the next calendar month following the Effective Date (the “Back Payment”), payable within thirty (30) days of the Effective Date and subject to the conditions precedent set forth in Section 2 of this Amendment, provided, however, Tenant shall have the right to deduct from the Back Payment and/or future payments of such increase, on a prorated basis, any monthly and/or annual rental payments made pursuant to the Lease that are attributable to the period commencing on February 6, 2022 and ending on February 5, 2023. Commencing on February 6, 2023, and on each successive annual anniversary thereof, Rent due under the Lease, as modified by this Amendment, shall increase by an amount equal to three and one half percent (3.5%) of the then current Rent. To the extent Tenant does not qualify for an exemption, Tenant shall also be liable for and pay with each payment of Rent, without demand or notice, an amount equal to any rental, sales, and use taxes on the Rent, now or hereafter imposed by any lawful authority or agency having jurisdiction over all or any portion of the Parent Parcel. Notwithstanding anything to the contrary contained in the Lease, all Rent and any other payments expressly required to be paid by Tenant to Landlord under the Lease and this Amendment shall be paid to SCHOOL BOARD OF HILLSBOROUGH COUNTY at Attn: Cashier, 901 E. Kennedy Blvd., Tampa, Florida 33602 unless otherwise directed by Landlord from time to time by providing Tenant thirty (30) days prior written notice, and upon Tenant’s receipt of any items reasonably requested by Tenant in order to effectuate the requested change, including, without limitation, an Internal Revenue Service Form W‐9 (Request for Taxpayer Identification Number and Certification). The escalations in this Section shall be the only escalations to the Rent and any/all rental escalations otherwise contained in the Lease are hereby null and void and are of no further force and effect.

5. Due Date and Late Fee. Notwithstanding anything to the contrary contained in the Lease or this Amendment, except for the Back Payment, Rent due under the Lease, as modified by this Amendment, shall be payable on the first (1st) day of each month during the Term, in advance, without demand. If Tenant fails to pay the same as provided herein, and such failure continues beyond the applicable cure period, Tenant shall pay to Landlord a late fee equal to ten percent (10%) of the past due Rent (the “Late Fee”). In addition to collecting the Late Fee, Landlord shall be entitled to exercise any and all rights and remedies available at law or in equity and/or under the Lease, as modified by this Amendment.

6. Taxes. During the Term, Tenant shall pay when due all real property, personal property, and other taxes, fees, and assessments that are directly attributable to Tenant’s improvements on the Leased Premises (the “Applicable Taxes”) directly to the local taxing authority to the extent that the Applicable Taxes are billed directly to Tenant. Tenant hereby agrees to reimburse Landlord for any Applicable Taxes billed directly to Landlord. Landlord must furnish written documentation from the local taxing authority of any Applicable Taxes along with proof of payment of the same by Landlord from the local taxing authority. Landlord shall submit requests for reimbursement in writing to: American Tower Corporation, Attn: Landlord Relations, 10 Presidential Way, Woburn, MA 01801 unless otherwise directed by Tenant from time to time. Subject to the requirements set forth in this Section, Tenant shall make such reimbursement payment within thirty

(30) days of receipt of a written reimbursement request from Landlord. Anything to the contrary notwithstanding, Landlord is only eligible for reimbursement if Landlord requests reimbursement within one (1) year after the date such taxes became due. Additionally, Landlord shall not be entitled to reimbursement for any costs associated with an increase in the value of Landlord’s real property calculated based on any monetary consideration paid from Tenant to Landlord. If Landlord fails to pay when due any real property, personal property, and other taxes, fees, and assessments affecting the Parent Parcel, Tenant shall have the right, but not the obligation, to pay such taxes on Landlord’s behalf and: (i) deduct the full amount of any such taxes paid by Tenant on Landlord’s behalf from any future payments required to be made by Tenant to Landlord under the Lease, as amended, (ii) demand reimbursement from Landlord, which reimbursement payment Landlord shall make within thirty (30) days of such demand by Tenant, and/or (iii) collect from Landlord any such tax payments made by Tenant on Landlord’s behalf by any lawful means. If Tenant fails to pay when due any Applicable Taxes, as provided herein, Landlord shall have the right, but not the obligation, to pay such Applicable Taxes on Tenant’s behalf and: (i) demand reimbursement from Tenant, which reimbursement payment Tenant shall make within thirty (30) days of such demand by Landlord, and/or (ii) collect from Tenant any such Applicable Taxes payments made by Landlord on Tenant’s behalf by any lawful means.

7. Dishonored Checks. If Rent or any other payments expressly required to be paid by Tenant to Landlord under the Lease and this Amendment are made with a dishonored check, Tenant shall pay to Landlord a fee equal to Twenty Five and No/100 Dollars ($25.00) per dishonored check within thirty (30) days of Tenant’s receipt of written notice from Landlord of such dishonored check.

8. Landlord and Tenant Acknowledgments. To the best of each party’s knowledge, the other party is not in default in the performance of any of the terms, provisions, covenants, agreements, obligations, or conditions contained in the Lease, as modified by this Amendment, and, as of the Effective Date, none of the Parties hereto has any defense to the payment of any amounts due to the other, as the case may be, under the Lease, as modified by this Amendment. Landlord and Tenant each represent, warrant, and acknowledge that, to the best of their knowledge, there are no amendments, modifications, or supplements to the Lease other than the First Amendment, the Second Amendment, and this Amendment.

9. Access and Utilities. Tenant and Tenant’s sublessees and/or any employee, agent, contractor, or invitee of Tenant shall have vehicular (specifically including truck) and pedestrian access to the Leased Premises from a public right of way on a 24 hours per day, 7 days per week basis, together with utilities services to the Leased Premises from a public right of way. Provided, however, when accessing the Leased Premises during regular school hours, which are currently 7:40AM – 1:55PM EST, Monday through Friday, excluding holidays and school closure, Tenant and Tenant’s sublessees and/or any employee, agent, contractor, or invitee of Tenant shall check in at the front office of McKitrick Elementary School prior to accessing the Leased Premises, except in an emergency, provided that they check in at the front office after such emergency. Landlord shall promptly provide notice to Tenant if the abovementioned regular school hours change. Jessica Lunsford Act badges (pursuant to Florida Statutes 1012.32) are required for all contractors and subcontractors on the Parent Parcel and the Leased Premises and should be displayed/worn at all times while on the Parent Parcel and the Leased Premises. Notwithstanding the foregoing, so long as there is a six (6) foot fence separating the Leased Premises, including the non‐exclusive easement(s) for ingress and egress from the remainder of school grounds, which the Parties acknowledge and agree is the case as of the Effective Date, Jessica Lunsford Act badges shall not be required, provided, however, Tenant acknowledges, warrants, and agrees that Tenant and Tenant’s sublessees and/or any employee, agent, contractor, or invitee of Tenant must still comply with the check in requirements of this Section.

10. Limited Right of First Refusal. Notwithstanding anything to the contrary contained herein, this Section shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospective purchaser that is not a Third Party Competitor (as defined below) or to American Tower. If Landlord receives an offer or desires to offer to: (i) sell or convey its fee simple interest in any real property of which the Leased Premises is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”), or (ii) assign all or any portion of Landlord’s interest in the Lease, as amended, to a Third Party Competitor (any such offer, the “Offer”), Tenant shall have the right of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than thirty (30) days after Tenant receives written notice from Landlord of the Offer. If Tenant elects not to exercise Tenant’s right of first refusal with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such sale is made subject to the terms of the Lease, as amended. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord in violation of this Section is and shall be deemed to be null and void and of no force and effect. Tenant’s rights under this Section shall expire and be of no further force and effect upon the expiration or earlier termination of the Lease, as amended, pursuant to the terms and conditions thereof. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiaries.

Tenant’s rights under this Section are personal to “Cellco Partnership d/b/a Verizon Wireless” and any Qualified Transferee (as defined below) and may not, under any circumstance, be exercised by any: (i) third party, (ii) sublessee of the Leased Premises (except for American Tower under the POA), or (iii) assignee other than a Qualified Transferee. For the avoidance of doubt, Tenant’s rights under this Section are subject to the condition that the Lease, as amended, be in full force and effect, and no exercise thereof shall be effective if an Event of Default by Tenant exists under the Lease, as amended, as of the date Tenant receives written notice from Landlord of an Offer, and such Event of Default continues beyond the applicable cure period.

As used herein, “Qualified Transferee” means (i) an Affiliate (as defined below) or any other permitted assignee, including American Tower, (ii) the surviving entity formed as a result of a merger or consolidation with Tenant, or (iii) any entity that purchases all or substantially all of Tenant’s assets or equity interests.

11. Interference. Prior to Tenant’s execution of this Amendment, Landlord will provide Tenant with a list of all existing radio frequency users of and frequencies used on, the Parent Parcel, outside of the Leased Premises. Tenant warrants that its use of the Leased Premises will not interfere with such existing radio frequencies used on the Parent Parcel as long as such existing radio frequency users operate and continue to operate within their respective frequencies and in accordance with all applicable laws and regulations.

Notwithstanding anything to the contrary, the Parties hereby acknowledge and agree that there is no such interference by/from Tenant occurring as of the Effective Date. Should such interference occur, Tenant will cause it to cease within twenty four (24) hours after receipt of written notice of interference from Landlord. In the event any such interference does not cease within the aforementioned cure period, Tenant shall cease all operations that are suspected of causing the same (except for intermittent testing to determine the cause of such interference) until the interference has been corrected. Landlord will not grant, after the Effective Date, a lease, license, or any other right to any third party to utilize the Parent Parcel and adjacent properties owned by Landlord, if the exercise of such grant may in any manner cause interference to the operations of Tenant or the rights of Tenant under the Lease, as amended. Landlord will not, nor will Landlord permit its employees, tenants, licensees, invitees, agents, or independent contractors to cause interference to the operations of Tenant or the rights of Tenant under the Lease, as amended. Should such interference occur, Landlord will cause it to cease within twenty four (24) hours after receipt of written notice of interference from Tenant. In the event any such interference does not cease within the aforementioned cure period, Landlord shall cease all operations that are suspected of causing the same (except for intermittent testing to determine the cause of such interference) until the interference has been corrected.

12. Removal/Restoration. Within ninety (90) days after the expiration or earlier termination of the Lease, as amended, Tenant will remove the Facilities erected or placed on the Leased Premises and will remove all footings, foundations, and concrete to a depth of three feet (3’) below grade. Notwithstanding the foregoing, Tenant shall not be required to remove any underground utilities but shall be required to disconnect and de‐energize the same, to the extent permitted by applicable law and the local private or public utility provider, and shall sod and restore, subject to the condemnation provision set forth herein, the Leased Premises to its original condition, reasonable wear and tear and casualty or other harm excepted. Tenant shall obtain, within thirty (30) days of the Effective Date, and maintain during the Term, a removal bond in the amount of Fifty Thousand and No/100 Dollars ($50,000.00) (the “Removal Bond”) for payment of the costs to complete Tenant’s removal and restoration obligation, as provided in this Section.

If Tenant fails to complete its removal and restoration obligation as provided in this Section, within the ninety (90) day period described above, Tenant will be deemed to have abandoned the Facilities, and title to the Facilities will pass automatically to Landlord following the expiration of such ninety (90) day period.

Upon the passing of title to the Facilities to Landlord, Landlord will have the right to retain, sell, or otherwise dispose of the Facilities as Landlord sees fit. If Landlord chooses to dispose of the Facilities, it shall have the right to apply the Removal Bond toward all reasonable costs actually incurred by Landlord in completing Tenant’s removal and restoration obligation as provided in this Section. Notwithstanding the foregoing, within one (1) year after title to the abandoned Facilities has passed, Landlord will release or return to Tenant all or any portion of the Removal Bond not used by Landlord, as the case may be. For the avoidance of doubt and notwithstanding anything to the contrary, the Parties’ rights and obligations pursuant to this Section shall survive the expiration or earlier termination of the Lease, as amended.

13. Maintenance. The Leased Premises, lying within Tenant’s fencing, is being leased by Tenant in its as‐is condition without any improvements or alterations by Landlord. During the Term, Tenant will keep and maintain the same in a good and clean, proper operating, and reasonably safe condition, free of the accumulation of parts not in use by Tenant and/or Tenant’s sublessees, consistent with industry standards.

Tenant may place only identifying signs and such signs required by any governmental authority having jurisdiction over all or any portion of the Parent Parcel, on the Leased Premises. Tenant will not allow the accumulation of trash or other debris from Tenant and/or Tenant’s sublessees in the Leased Premises, and any trash or other debris from Tenant and/or Tenant’s sublessees in the Leased Premises will be removed at Tenant’s expense. Tenant shall be responsible for the removal of any graffiti on the Leased Premises within fifteen (15) business days of written notification thereof from Landlord. If Tenant fails to satisfy any of its maintenance obligations as set forth in this Section, and such failure continues beyond the applicable cure period, Landlord may enter the Leased Premises and undertake any maintenance activities necessary to satisfy such obligations, and Tenant shall reimburse Landlord all reasonable costs actually incurred by Landlord in connection with such maintenance activities within thirty (30) days of Landlord’s written request.

Tenant will install and keep properly maintained on the Facilities, a Federal Aviation Administration approved navigation light or anti‐collision light system, if required by applicable law. Tenant will be solely responsible for obtaining all zoning, building, and other approvals required in conjunction with the use of the Leased Premises. Landlord agrees to cooperate with Tenant with respect to obtaining any required zoning, building, and other approvals for the Leased Premises; however, Landlord does not, in entering into this Amendment, waive its police power to review and determine all requested zoning and permit approvals in accordance with Landlord’s obligations under federal, state, and local law. Tenant is responsible at all times for complying with all applicable federal, state, and local laws.

14. Tenant’s Emergency Contact. Notwithstanding anything to the contrary, Tenant agrees that Landlord shall be permitted to call: (i) Tenant’s Network Operations Center at 1‐877‐518‐6937 and/or (ii) Tenant’s Landlord Relations Department at 1‐866‐586‐9377 (Option 1), prior to sending written notice to Tenant as provided in this Amendment, in the event of (and only in the event of) an emergency that would cause imminent bodily harm to any persons on the Parent Parcel if unmitigated.

15. Covenant Against Liens. Tenant shall not have the power to subject the interest of Landlord in the Parent Parcel to any mechanic’s liens, materialmen’s liens, or other liens of any kind. If, by reason of any alteration, repair, labor performed, or materials furnished to the Leased Premises for or on behalf of Tenant any such lien(s) shall be filed, claimed, or perfected against any portion of the Parent Parcel, Tenant shall discharge or remove such lien(s) by bonding or otherwise, within thirty (30) days after Tenant receives written notice of the filing thereof. Tenant hereby agrees to and does indemnify and shall defend and hold harmless Landlord for, from, and against all damages asserted against or incurred by Landlord by reason of or resulting from Tenant’s failure to cause any such lien(s) to be discharged or removed within thirty

(30) days after Tenant receives written notice of the filing thereof. Tenant hereby agrees to notify all contractors making any alteration or repair to, performing any labor at, or furnishing any materials to the Leased Premises for or on behalf of Tenant of the terms and provisions of this Section in accordance with Florida Statutes 713.10, and the Memorandum shall also give notice of the existence of this Section.

If Tenant fails to discharge or remove such lien(s), within thirty (30) days after Tenant receives written notice of the filing thereof, and such failure continues beyond the applicable cure period, Landlord shall have, in addition to all rights and remedies available under the Lease, as modified by this Amendment, the right to discharge or remove the lien(s) or to transfer the lien(s) claimed to bond or other security permitted by applicable law, and Tenant shall pay all reasonable costs, including reasonable attorneys’ fees and expenses, actually incurred by Landlord in connection with the same within thirty (30) days of Landlord’s written request.

16. Insurance. Tenant shall obtain as of the Effective Date and continuously maintain in full force and effect during the Term, policies of insurance in respect to the Lease, as amended, and the Leased Premises of the kind, in the amounts and meeting the requirements as follows:

A. Commercial General Liability insurance in an amount not less than One Million and No/100 Dollars ($1,000,000.00) for injury or death to one person per single incident, Three Million and No/100 Dollars ($3,000,000.00) for injuries or death for any number of persons in any one occurrence, and Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) for damage to property, such insurance to specifically cover the Leased Premises.

B. All of Tenant’s contractors entering the Parent Parcel or Leased Premises shall be required to carry Worker’s Compensation coverage in an amount not less than the minimum limit required by State statute.

C. Automobile Liability insurance coverage must be provided, including bodily injury and property damage arising out of operation or use of owned, non‐owned and/or hired automobiles, in an amount not less than One Million and No/100 Dollars ($1,000,000.00).

D. Umbrella Liability insurance coverage shall not be more restrictive than the underlying insurance policy coverages. The coverage shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00) written on an occurrence‐type basis.

Such insurance shall be written by a company or companies of recognized standing which are authorized to conduct business in the State of Florida and which are rated at least “A‐” by reputable national rating organizations. All insurance shall include Landlord (and such other person or persons as may be designated by Landlord from time to time by thirty (30) days’ prior written notice to Tenant) as additional insureds, and such insurance shall not be changed or canceled without at least thirty (30) days prior written notice to Landlord and Tenant (unless such cancellation is due to nonpayment of premiums, in which event ten

(10) days prior written notice shall be provided).

Loss Control and Safety. Tenant shall retain control over its employees, agents, servants, and subcontractors, as well as control over its invitees and its activities on and about the Parent Parcel and the manner in which such activities shall be undertaken and to that end, Tenant shall not be deemed to be an agent of Landlord. Reasonable precaution shall be exercised at all times by Tenant for the protection of all persons, including employees, and property. Landlord shall retain control over its affiliates, elected and appointed officials, employees, servants, representatives, and agents, as well as control over its invitees to the Parent Parcel and its activities on or about the Parent Parcel and the manner in which such activities shall be undertaken and to that end, Landlord shall not be deemed to be an agent of Tenant. Precaution shall be exercised at all times by Landlord for the protection of all persons, including employees, and property.

Waiver of Subrogation. Whenever (i) any loss, cost, damage or expense resulting from fire, explosion or any other casualty or occurrence is incurred in connection with the Leased Premises, and (ii) Tenant is then covered, or required under the Lease, as amended, to be covered, in whole or in part by insurance with respect to such loss, cost, damage or expense, then Tenant hereby releases Landlord from any liability it may have on account of such loss, cost, damage or expense that is required to be covered by insurance hereunder and waives any right of subrogation which might otherwise exist in or accrue to any person on account thereof. Tenant will ensure that its insurance policies are endorsed with a clause providing that any release from liability of or waiver of claim for recovery from Landlord entered into in writing by Tenant thereunder prior to any loss or damage shall not affect the validity of said policy or the right of Tenant to recover thereunder. Without limiting any release or waiver of liability or recovery contained in any other provision of the Lease, as amended, but rather in confirmation and furtherance thereof, Tenant waives all claims for recovery from Landlord for any loss or damage to any of its property insured under valid and collectible insurance policies to the extent of any recovery actually collected under such insurance policies.

Delivery of Policies, Etc. Prior to the Effective Date, and thereafter within thirty (30) days of Tenant’s receipt of a written request from Landlord, no more than once per calendar year, Tenant shall deliver to Landlord a certificate evidencing such insurance. Should Tenant fail to acquire, maintain, or renew the insurance provided for above in the required amounts, or to pay the premium therefore, or to deliver to Landlord any such certificate, and fail to cure any of the same within the applicable cure period, then, and in any of such events Landlord, at Landlord’s option, but without obligation to do so, may, upon five (5) business days prior written notice to Tenant of the intention to do so, procure such insurance. Any reasonable sums actually expended by Landlord to procure any such insurance shall be payable by Tenant to Landlord within thirty (30) days of Landlord’s written request. However, it is expressly understood that procurement by Landlord of any such insurance shall not be deemed to waive or release the uncured Event of Default (as defined below) by Tenant in observing the provisions of this Section, or the right of Landlord, at Landlord’s option, to terminate the Lease, as amended, by reason of such uncured Event of Default as herein provided, or to pursue any other remedy available to Landlord. It is expressly understood and agreed that Landlord shall not be obligated in any way or manner to insure any personal property of Tenant which Tenant may have upon or within the Leased Premises.

17. Indemnification.

A. To the extent not expressly prohibited by applicable law, Tenant shall and hereby does indemnify, and hold Landlord and its employees, agents, contractors, invitees and visitors harmless from any and all claims, demands, damages, costs and expenses (including reasonable attorneys’ fees at or before the trial level and in any appellate proceedings) actually incurred by them arising directly from: (i) Tenant’s negligence, gross negligence or willful misconduct in its use of the Leased Premises and the negligence, gross negligence or willful misconduct of Tenant’s employees, agents, contractors, subtenants, guests or invitees in their use of the Leased Premises, and (ii) any breach or Event of Default on the part of Tenant in the performance of any covenant or agreement to be performed pursuant to the terms of the Lease, as amended, that is not cured within the applicable cure period. In case of any action or proceeding brought against Landlord by reason of any such claim, Tenant, upon prior written notice from Landlord, covenants to defend such action or proceeding. The forgoing indemnity shall not apply if and to the extent that such claims, demands, damages, costs and expenses were caused by or resulted from the negligence, gross negligence or willful misconduct of Landlord and/or its employees, agents, contractors, invitees and visitors.

B. To the extent of its limited waiver of sovereign immunity in Florida Statutes 768.28, Landlord shall and hereby does indemnify, and hold Tenant and its employees, agents, contractors, subtenants, guests and invitees harmless from any and all claims, demands, damages, costs and expenses (including reasonable attorneys’ fees at or before the trial level and in any appellate proceedings) actually incurred by them, arising directly from: (i) Landlord’s negligence, gross negligence or willful misconduct in its use of the Parent Parcel and the negligence, gross negligence or willful misconduct of Landlord’s employees, agents, contractors, invitees or visitors in their use of the Parent Parcel, and (ii) any breach or Event of Default on the part of Landlord in the performance of any covenant or agreement to be performed pursuant to the terms of the Lease, as amended, that is not cured within the applicable cure period. The forgoing indemnity shall not apply if and to the extent that the that such claims, demands, damages, costs and expenses were caused by or resulted from the negligence, gross negligence or willful misconduct of Tenant and/or its employees, agents, contractors, subtenants, guests and invitees. Nothing herein shall be interpreted to expand or enlarge the scope of the waiver of sovereign immunity for state agencies as provided in Florida Statutes 768.28, and Landlord does not consent to be sued other than as provided by Florida law.

C. The indemnified party shall: (i) promptly provide the indemnifying party with written notice of any such claims, demands, damages, costs and expenses for which it seeks indemnification pursuant to this Section and provide the indemnifying party with copies of any demands, notices, summonses, or legal papers received in connection with the same; (ii) not settle any such claims, demands, damages, costs and expenses without the prior written consent of the indemnifying party; and (iii) fully cooperate with the indemnifying party in the defense of such claims, demands, damages, costs and expenses. A delay in notice shall not relieve the indemnifying party of its indemnity obligation except to the extent the indemnifying party can show it was prejudiced by the delay. Notwithstanding the foregoing, the indemnifying party shall not be liable for any settlement or litigation expenses incurred before the time when written notice is given.

18. Environmental.

A. As used herein, “Hazardous Materials” means (i) any substance or material that is included within the definitions of “hazardous substances,” “hazardous materials,” “toxic substances,” “pollutant,” “contaminant,” “hazardous waste,” or “solid waste” in any Environmental Laws (as defined below); (ii) petroleum or petroleum derivatives, including crude oil or any fraction thereof, all forms of natural gas, and petroleum products or by‐products or waste; (iii) polychlorinated biphenyls (PCBs); (iv) asbestos and asbestos containing materials (whether friable or non‐friable); (v) lead and lead based paint or other lead containing materials (whether friable or non‐friable); (vi) urea‐formaldehyde; (vii) microbiological pollutants; (viii) batteries or liquid solvents or similar chemicals; (ix) radon gas; and (x) mildew, fungus, mold, bacteria and/or other organic spore material.

B. As used herein, “Environmental Laws” means all statutes, terms, conditions, limitations, restrictions, standards, prohibitions, obligations, schedules, plans and timetables that are contained in or promulgated pursuant to any federal, state or local laws (including rules, regulations, ordinances, codes, judgments, orders, decrees, contracts, permits, stipulations, injunctions, the common law, court opinions, and demand or notice letters issued, entered, promulgated or approved thereunder) that are applicable to all or any portion of the Parent Parcel and relate to pollution or the protection of the environment, including applicable laws relating to emissions, discharges, releases or threatened releases of Hazardous Materials into ambient air, surface water, ground water or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, including, but not limited to the following: the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) of 1980, as amended by the Superfund Amendments and Reauthorization Act (SARA) of 1986, 42 U.S.C. §9601 et seq.; the Solid Waste Disposal Act (SWDA) of 1965, as amended by the Resource Conservation and Recovery Act (RCRA) of 1976, 42 U.S.C. §6901 et seq.; the Federal Water Pollution Control Act (CWA) of 1948, 33 U.S.C. §1251 et seq.; the Toxic Substances Control Act (TSCA) of 1976, 15 U.S.C. §2601 et seq.; the Clean Air Act (CAA) of 1970, 42 U.S.C. §7401 et seq.; the Safe Drinking Water Act (SDWA) of 1974, 42 U.S.C. §300f et seq.; and any statutory or common law that has developed or develops in the future regarding mold, fungus, microbiological pollutants, mildew, bacteria and/or other organic spore material. Environmental Laws shall not include laws that relate to industrial hygiene or worker safety, except to the extent that such laws address asbestos and asbestos containing materials (whether friable or non‐friable) or lead and lead based paint or other lead containing materials and are applicable to all or any portion of the Parent Parcel.

C. During its use and occupancy of the Leased Premises, Tenant will not permit Hazardous Materials to be present on or about the Leased Premises in violation of any Environmental Laws and will comply with all Environmental Laws relating to the use, storage, or disposal of any such Hazardous Materials.

D. If Tenant uses Hazardous Materials on or about the Leased Premises and such use results in a release, discharge or disposal of Hazardous Materials on, in, at, under, or emanating from, the Leased Premises or the Parent Parcel in violation of any Environmental Laws, Tenant agrees to investigate, clean up, remove or remediate such Hazardous Materials in full compliance with the requirements of all Environmental Laws and any governmental agency or authority responsible for the enforcement of any Environmental Laws. If Tenant fails to so investigate, clean up, remove or remediate and such failure continues beyond the applicable cure period, Landlord shall have, in addition to all other rights and remedies available to Landlord under the Lease, as modified by this Amendment, and under the laws of the State of Florida, the right, but not the obligation, to perform such investigation, clean up, removal or remediation on Tenant’s behalf, and all reasonable costs and expenses actually paid or incurred by Landlord in connection with such performance on Tenant’s behalf shall be payable by Tenant to Landlord within thirty (30) days of Landlord’s written request.

E. Upon no less than ten (10) business days’ notice to Tenant, Landlord may inspect the Leased Premises for the purpose of determining whether there exists on the Leased Premises any Hazardous Materials in violation of any Environmental Laws, provided, however, Tenant shall have the right to be present during such inspection. The right granted to Landlord herein to perform inspections shall not create a duty on Landlord’s part to inspect the Leased Premises or liability on Landlord’s part for Tenant’s use, storage, or disposal of Hazardous Materials in violation of Environmental Laws, it being understood that Tenant shall be solely responsible for all liability in connection therewith. Notwithstanding the foregoing, Landlord shall be liable for and shall immediately repair, using a vendor approved by Tenant, at Landlord’s sole cost and expense, any damage to the Leased Premises, including, the Facilities thereon, caused by Landlord’s inspection activities in the Leased Premises.

F. Tenant shall surrender the Leased Premises to Landlord upon the expiration or earlier termination of the Lease, as amended, free of Hazardous Materials released, discharged, or disposed of thereon by Tenant in violation of any Environmental Laws. Tenant’s surrender obligations pursuant to this Section shall be in addition to any other surrender requirements in the Lease, as amended, and shall survive the expiration or earlier termination of the Lease, as amended. If it is determined by Landlord that the condition of all or any portion of the Leased Premises is not in compliance with the provisions of the Lease, as amended, with respect to Hazardous Materials, debris, or waste, including, without limitation, all Environmental Laws, at the expiration or earlier termination of the Lease, as amended, then at Landlord’s sole option, Landlord may require Tenant to hold over possession of the Leased Premises until Tenant can surrender the Leased Premises to Landlord in the condition in which the Leased Premises existed prior to the Original Commencement Date, reasonable wear and tear excepted. The burden of proof hereunder shall be upon Tenant. As used in this Section, “reasonable wear and tear” shall not include any deterioration in the condition of the Leased Premises in any manner whatsoever directly or indirectly related to Tenant’s use, storage or disposal of any Hazardous Materials thereon in violation of Environmental Laws. Any such holdover by Tenant will be with Landlord’s consent, shall be terminable upon Tenant’s surrender of the

Leased Premises to Landlord in the condition in which the Leased Premises existed prior to the Original Commencement Date, reasonable wear and tear excepted, and will otherwise be subject to the provisions of the Lease, as amended.

G. Tenant shall and hereby does indemnify, and hold Landlord harmless from any and all claims, demands, damages, costs and expenses (including reasonable attorneys’ fees at or before the trial level and in any appellate proceedings and reasonable costs of investigation, clean up, removal or remediation mandated by a federal, state or local agency or political subdivision having jurisdiction over all or any portion of the Parent Parcel, as applicable) actually incurred by Landlord, arising directly from: (i) Tenant’s and Tenant’s employees’, agents’, contractors’, subtenants’, guests’ or invitees’ use, storage or disposal of any Hazardous Materials on the Leased Premises and/or the Parent Parcel in violation of Environmental Laws, and (ii) any breach or Event of Default on the part of Tenant in the performance of any covenant or agreement to be performed pursuant to the terms of this Section that is not cured within the applicable cure period. The forgoing indemnity shall not apply if and to the extent that such claims, demands, damages, costs and expenses were caused by or resulted from the negligence, gross negligence or willful misconduct of Landlord and/or its employees, agents, contractors, invitees and visitors.

H. The provisions of this Section shall survive the expiration or earlier termination of the Lease, as amended.

19. Assignment/Subletting. Tenant may assign the Lease, as amended, in whole or in part, to an Affiliate (as defined below) or American Tower, at any time, without the prior written consent or approval of Landlord.

Provided, however, Tenant shall provide written notice to Landlord of any such assignment within thirty

(30) days of the same. Tenant may not otherwise assign the Lease, as amended, without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. The Parties further agree that it shall be unreasonable for Landlord to withhold consent for any assignment to a person or entity with sufficient financial strength to fulfil the obligations of Tenant under the Lease, as amended.

As used herein, “Affiliate” means any corporation, partnership, limited liability company, or other entity that, directly or indirectly, controls, is controlled by, or is under common control with Tenant or with the parent company or any subsidiaries of Tenant. For purposes of the aforementioned definition, the terms “controls,” “controlled by,” and “under common control with” mean: (i) the right to direct the management and policies of the applicable entity or entities, whether directly or indirectly, or (ii) the ownership of more than fifty percent (50%) of the stock, partnership, membership, or other equity interests of and in the applicable entity or entities. If any such assignee agrees to assume all of the obligations of Tenant under the Lease, as amended, then Tenant will be relieved of all of its obligations, duties and liabilities thereunder. Tenant may sublease the Leased Premises and/or the Facilities without the prior written consent of Landlord, provided, however, any such sublessee shall be bound by all of the terms and provisions of the Lease, as amended, and Tenant shall provide written notice to Landlord of any such sublease within thirty (30) days of the same.

20. Condemnation. If any portion of the Parent Parcel, which renders the Leased Premises untenantable, in Tenant’s sole discretion, is taken for any public or quasi‐public use under any governmental law, ordinance, or regulation, or by right of eminent domain or private purchase in lieu thereof, the Lease, as amended, shall terminate automatically as of the date of such condemnation or taking, and Tenant shall work with the condemning authority on a timeline for removal of the Facilities located on the Leased Premises. If any portion of the Parent Parcel, which does not render the Leased Premises untenantable is so taken, Landlord shall have the right to terminate the Lease, as amended, by giving Tenant one hundred eighty

(180) days prior written notice thereof. Otherwise, the Lease, as amended, shall continue in full force and effect without abatement or diminution of Rent. In the event the Lease, as amended, is terminated pursuant to this Section, Rent at the then current rate shall be apportioned as of the date of termination.

In the event of any condemnation, taking, or sale, whether whole or partial, Landlord shall provide notice of the proceeding to Tenant within forty‐eight (48) hours. If a condemning authority takes all of the Leased Premises or any portion thereof, Landlord and Tenant shall be entitled to receive and retain such separate award and portions of lump sum awards as may be allocated to their respective interests in any condemnation proceedings, or as may be otherwise agreed. Termination of the Lease, as amended, shall not affect the right of the Parties to such awards.

21. Casualty. Landlord will provide written notice to Tenant of any casualty or other harm affecting the Parent

Parcel within five (5) business days of the occurrence of the casualty or other harm, which notice shall include an estimate of the length of time it will take Landlord to repair and restore the same (the “Casualty Notice”). If any part of the Parent Parcel is damaged by casualty or other harm so as to render the Leased Premises unsuitable for Tenant’s use, in Tenant’s sole discretion, then Landlord shall proceed with promptness to repair and restore the same to its prior existing condition, subject to reasonable delays for insurance adjustments and delays caused by matters beyond Landlord’s control, provided, however, Tenant shall have the right to reduce Rent proportional to the unsuitability of the Leased Premises until Landlord completes such repair and restoration or terminate the Lease, as amended, as of the date of such casualty or other harm by…