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L8 Licensee's right to use the Premises is conditioned on obtaining and maintaining all federal, state and local permits, certificates, licenses and approvals from all applicable governmental or regulatory entities ("Governmental Approvals"). The Parties acknowledge that Licensor, in executing this License, is acting only in its capacity as the owner of the Property and not in any governmental capacity. Licensee shall not consider this License as a Governmental Approval required for the construction or operation of a wireless communications facility. 2. TERM. 2.1 The initial term of this License shall be five (5) years (the "Initial Term"), commencing on the Effective Date. 2.2 Provided that Licensee is not then in monetary default beyond any applicable notice and cure period of this License, this License shall automatically renew for two (2) additional, five-year terms (each being a "Renewal Term"), unless Licensee notifies Licensor in writing of its intention not to renew this License at least ninety (90) days prior to the expiration of the Initial Term or any Renewal Term. Licensee's license of the Premises during each Renewal Term shall be on the same terms and conditions as set forth herein except that the amount of License Fee shall be as provided in Section 3 below. The Initial Term and any Renewal Terms exercised are herein collectively referred to as the "Term". 2.3 If Licensee shall remain in possession of the Premises after termination of this License or at the expiration of the Term of this License without a written agreement, such possession shall be deemed a holdover use under the same terms and conditions of this License, except that the License Fee shall be 150% of the License Fee in effect at the expiration or termination of this License. Nothing contained herein shall grant Licensee the right to holdover after the Term of this License has expired and notwithstanding the payment of the License Fee during the holdover period, Licensor shall have the right to require Licensee to vacate the Premises at any time after the expiration of the Term upon thirty (30) days written notice. 3. LICENSE FEES. 3.1 For the first (1") year of the Initial Term, Licensee shall pay Licensor the sum of Forty -Two Thousand Dollars ($42,000) ("License Fee"), which annual License Fee shall be paid in advance and in full at the beginning of each year. The License Fee shall increase annually during the Initial Term and any Renewal Term, effective as of each anniversary of the Effective Date, by an amount of three percent (3%) over the annual License Fee paid during the previous year. Notwithstanding the foregoing, Licensee and Licensor hereby acknowledge and agree that Licensee is obligated to pay holdover rent in the amount of Three Thousand Seven Hundred Fifty Dollars ($3,750) per month under the Existing Lease since July 29, 2016 through the date immediately preceding the Effective Date (the "Holdover Period"). Accordingly, and notwithstanding Section 3.2 below, Licensee and Licensor hereby agree to cooperate in good faith to reconcile any overpayment or underpayment, as the case may be, of the holdover rent paid by Licensee to Licensor under the Existing Lease during the Holdover Period promptly following the Effective Date of this License. If this License is terminated prior to the completion of any year of the Initial Tenn or any Renewal Term, Licensor will not return any prepaid BEV: 11-14-18 DZ Page 4 of 35 ATTY/AGR.2018.264/New Cingular Wireless PCS, LLC - Wireless Communications Site License Agreement 555 California Way