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39. TERMINATION. <br />A. Compelled Termination: If, during the Agreement term, there is a <br />determination made pursuant to an unappealable order of a county, state, or national <br />governmental health agency having proper jurisdiction over LESSEE's operations that LESSEE's <br />use of the Premises poses a human health hazard which cannot be remedied and that LESSEE <br />must cease all operations on the Premises, then LESSEE shall immediately cease all operations <br />on the Premises and this Agreement shall terminate as of the date of such order. In the event the <br />FCC, or any successor agency, makes a determination which is final and non-appealable or which <br />is affirmed and becomes final after the exhaustion of all available appeals concluding that <br />LESSEE's use as set forth in this Agreement presents a material risk to the public health or safety <br />and that LESSEE must cease all operations on the Premises, LESSOR may terminate this <br />Agreement upon fourteen (14) days notice to LESSEE. <br />B. Termination by LESSEE: Without limiting LESSEE's other <br />termination rights hereunder, LESSEE may terminate this Agreement by notice to LESSOR if <br />(i) LESSEE does not obtain all permits, consents, easements, non-disturbance agreements or <br />other approvals (collectively "approval") reasonably desired by LESSEE or required from any <br />governmental authority or any third party related to or reasonably necessary to operate, install, <br />maintain, replace, or remove LESSEE's Facilities, or if any such approval is canceled, expires or <br />is withdrawn or terminated without any fault of LESSEE, or (ii) LESSOR fails to have proper <br />ownership of the Premises or the authority to enter into this Agreement, or (iii) LESSOR fails to <br />cure a default pursuant to Section 29, or (iv) by LESSEE upon written notice to LESSOR for any <br />reason or no reason, at any time prior to commencement of construction by LESSEE;. Upon <br />termination, all prepaid rent shall be retained by LESSOR, unless termination is pursuant to (ii) <br />through (iii) above as the result of LESSOR's default. <br />C. Termination by LESSOR: LESSOR may terminate this Agreement if <br />LESSEE fails to perform any of its obligations pursuant to this Agreement (including all attached <br />Exhibits/Attachments) after giving written notice to LESSEE and reasonable time to cure as set <br />forth in Section 29 above. <br />40. MISCELLANEOUS PROVISIONS. <br />A. Each undersigned represents and warrants that its signature herein below <br />has the power, authority and right to bind their respective parties to each of the terms of this <br />Agreement, and each Party shall indemnify the other fully, including reasonable costs and <br />reasonable attorney's fees, for any injuries or damages incurred in the event that such authority or <br />power is not, in fact, held by the signatory or is withdrawn. <br />B. All Exhibits referenced herein and attached hereto shall be incorporated <br />as if fully set forth in the body of this Agreement. <br />C. LESSOR shall not have unsupervised access to LESSEE's equipment <br />and LESSEE's Facilities, except in cases of exigent circumstances or emergency situations (in <br />which case, LESSOR shall provide LESSEE notice of its access as soon as possible). <br />[Signature Page Follows] <br />#41182112 14 <br />Jerome Park <br />20A-16