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FILE: OC-285
<br />with the provisions of Sections 4 and 5 above and will be subject to the maintenance and repair provisions
<br />of Section 8 above.
<br />10. Use. The License Property and the Facility shall be used only for the purposes specified in Item 2
<br />of the Basic License Provisions and for such lawful purposes as may be directly incidental thereto. No
<br />change shall be made by Licensee in the use of the License Property or the Facility without OCTA's prior
<br />written approval.
<br />11. Abandonment. Should Licensee at any time abandon the use of the Facility or the License
<br />Property, or any part thereof, or fail at any time for a continuous period of ninety (90) days to use the same
<br />for the purposes contemplated herein, then this Agreement shall terminate to the extent of the portion so
<br />abandoned or discontinued, and in addition to any other rights or remedies, OCTA shall immediately be
<br />entitled to exclusive possession and ownership of the portion so abandoned or discontinued, without the
<br />encumbrance of this Agreement. OCTA, at its option, may remove any improvements remaining on the
<br />abandoned property, at Licensee's expense.
<br />12. Breach. Should Licensee breach, or fail to keep, observe or perform any agreement, covenant,
<br />tern or condition on its part herein contained, then, in addition to any other available rights and remedies,
<br />OCTA at its option may:
<br />(a) perform any necessary or appropriate corrective work at Licensee's
<br />expense, which Licensee agrees to pay to OCTA upon demand. OCTA shall notice the Licensee in
<br />writing of any deficiencies and request the appropriate repairs or improvement be made prior to OCTA
<br />performing the work and billing the Licensee. If the Licensee fails to act within sixty (80) days or if
<br />such breach cannot be cured within such sixty (60) day period then if Licensee fails to reasonably
<br />prosecute the cure of the breach upon OCTA's sole determination, then OCTA can cause the work to
<br />be done and demand payment from the Licensee if warranted, or
<br />(b) with written notice and after Licensee's failure to cure the breach within sixty (60) days
<br />of such written notice being given, or if such breach cannot be cured within such sixty (60) day period then
<br />if LICENSEE fails to reasonably prosecute the cure of the breach upon OCTA's sole determination, OCTA
<br />may terminate this Agreement and at any time thereafter, recover possession of the License Property or
<br />any part thereof, and expel and remove therefrom Licensee or any other person occupying the License
<br />Property, by any lawful means, and again repossess and enjoy the License Property and the Facility,
<br />without prejudice to any of the rights and remedies that OCTA or SCRRA may have under this Agreement,
<br />at law or in equity by reason of Licensee's default. Notwithstanding the foregoing, if Licensee's breach
<br />involves a significant impact to public health, welfare or safety, OCTA may require in writing that the
<br />Licensee cure the breach in a lesser period,
<br />13. Surrender. Upon termination of this Agreement, unless otherwise requested in writing by OCTA to
<br />leave all, or any portion of, the Facility in place on OCTA Property prior to the date of termination, Licensee,
<br />at its own cast and expense, shall immediately remove the Facility and restore the OCTA Property as
<br />nearly as possible to the same state and condition as existed prior to the construction, reconstruction or
<br />installation of said Facility. Should Licensee fail to comply with the requirements of the preceding sentence,
<br />OCTA may at its option (a) perform the same at Licensee's expense, which costs Licensee agrees to pay
<br />to OCTA on demand, or (b) assume title and ownership of said Facility. No termination hereof shall release
<br />Licensee from any liability or obligation hereunder, whether of indemnity or otherwise, resulting from any
<br />acts, omissions or events happening prior to the date the Facility is removed and the OCTA Property is
<br />restored.
<br />14. Indemnification. Except for OCTA's sole negligence, Licensee shall indemnify, defend and hold
<br />harmless OCTA, its officers, directors, employees and agents ("indemnitees") from and against any and
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<br />[487338.1
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