NEW CINGULAR WIRELESS PCS, LLC (2)

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other party written notice of the intent not to renew this Agreement not more than twelve (12) and not less than ten (10) months prior to the expiration of the Initial Term or any Renewal Term, as applicable. The Initial Term and all Renewal Terms shall be collectively referred to herein as the "Term." Any holding over after the termination or expiration of the Term shall constitute a default by Licensee, notwithstanding that Licensor may elect to accept one or more payments of fees from Licensee. 2.2 Supplement Term. Unless otherwise specified in a Supplement, the initial term for each particular Supplement shall begin on its effective date ("Supplement Effective Date") and shall end upon the expiration of the Initial Term, or the Renewal Term, if validly exercised, of this Agreement, unless such individual Supplement is earlier terminated or this Agreement is extended or terminated, as provided for herein (the "Supplement Term"). All of the provisions of this Agreement shall be in effect during the Supplement Term. The expiration or termination of the Agreement under Section 2.1 shall immediately terminate all Supplements. Any holding over after the expiration of the Supplement Term shall constitute a default by Licensee, notwithstanding that Licensor may elect to accept one or more payments of fees from Licensee. 3. REPRESENTATION CONCERNING SERVICES; TERMINATION WITHOUT CAUSE. Licensee represents, warrants and covenants that its Equipment installed pursuant to this Agreement and each Supplement will be utilized solely for providing the Services, and Licensee is not authorized to and shall not use its Equipment to offer or provide any other services not specified herein without Licensor consent. At any time that Licensee ceases to operate as a provider of Services under Federal or state law, the Licensor shall have the option, in its sole discretion and upon six (6) months' written notice to Licensee, to terminate this Agreement and to require the removal of Licensee's Equipment from the ROW and from Municipal Facilities, including the cost of any site remediation, at no cost to the Licensor, without any liability to Licensee related directly or indirectly to such termination. 4. SCOPE OF AGREEMENT. Licensee may only use Municipal Facilities pursuant to an approved Supplement. Any and all rights expressly granted to Licensee under this Agreement shall be exercised at Licensee's sole cost and expense, and shall be subject to the restrictions and conditions set forth herein. 4.1 Attachment to Municipal Facilities. Subject to the conditions herein, the Licensor hereby authorizes and permits Licensee to locate, place, attach, install, operate, maintain, control, remove, reattach, reinstall, relocate, and replace Equipment on identified Municipal Facilities located in the ROW for the purpose of providing Services. 4.1.1 Licensee will submit to the authorized representative of the Licensor an application substantially in the form of Exhibit B ("Application") hereto including a proposed design for any proposed Equipment installations that identifies both the Equipment and the Municipal Facilities Licensee proposes to use. One Application is required per Municipal Facility. 4.1.2 Licensor may approve, approve with conditions, or disapprove an Application in its sole discretion, provided however, Licensor shall not unreasonably delay its decision. Any approved Equipment shall be included as part of the applicable Supplement. Page 5 of 23