Agmt19 New Cingular Wireless PCS, LLC

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fully cooperate with the timely issuance of all Governmental Approvals necessary for the relocation of Licensee's Facilities to the Relocation Premises. (e) For the purposes of Section 6.9, "Force Majeure" means an event such as an act of God, war, terrorism, fire, earthquake, windstorm, flood or other natural catastrophe, civil disturbance or disobedience, labor dispute, vandalism, sabotage, or restraint by order of a court or administrative agency with jurisdiction. 6.9.2 Should Licensor reasonably determine in its sole discretion, that, for reasons besides a Force Majeure, some or all of Licensee's Facilities need to be relocated in order to accommodate Licensor's use of the Property (i) to provide for the community's water needs, or (ii) because of changed natural conditions of the Property, including without limitation, earth movement and erosion, warrant relocation: (a) Licensor shall provide Licensee a Relocation Notice which provides Licensee at least one hundred twenty (120) days' written notice of Licensee's need to remove all portions of its Facilities requested to be relocated by Licensor from the Premises and to commence to relocate its Facilities. Prior to providing Licensee a Relocation Notice, Licensor and Licensee shall meet and confer for the purpose of identifying potential Relocation Premises, and Licensor shall notify Licensee of such potential Relocation Premises or the lack thereof in the Relocation Notice. (b) If Relocation Premises are available, Licensor, at Licensor's sole cost, shall provide a survey of the Relocation Premises (including the access and utility easements) to supplement Exhibit "B" hereto and become a part hereof, and the Relocation Premises shall be considered the Premises for all purposes hereunder. Licensee shall remove all portions of its Facilities requested to be relocated by Licensor from the Premises and commence to relocate its Facilities on or before the deadline established by the Relocation Notice, and Licensee shall diligently prosecute the relocation of its Facilities to the Relocation Premises to completion. Delay in completing the relocation of Licensee's Facilities will be excused if due to causes beyond the reasonable control of Licensee. (c) If in Licensee's sole reasonable judgment no suitable Relocation Premises is available, Licensee shall have the right to terminate this License upon written notice to Licensor, without penalty. In the event of such termination, any prepaid License Fee shall be reimbursed to Licensee on a pro rata basis. (d) Licensor shall, prior to providing such written notice of the need to relocation, make reasonable efforts to keep Licensee informed about Licensor's consideration of whether Licensor may require such relocation. (e) Licensor may not require Licensee to relocate pursuant to this Section 6.9.2 more than twice during the Term. REV: 11-14-18 DZ Page 12 of 35 ATTY/AGR.2018.264/New Cingular Wireless PCS, LLC - Wireless Communications Site License Agreement 555 California Way