R2008-94 ACCEPTING PROPOSAL AND AUTHORIZING USER AGREEMENT, SYSTEM MANAGEMENT AGREEMENT & COMMUNICATIONS SYSTEM AGREEMENT

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(b) In the event of (a) material breach of the Agreemeni by Licensee, and Licensee's failure to cure the breach within ninety (90) days of Licensee's receipt of written notice from Motorola regarding such breach or (b) Licensee defaults under a User Agreement or similar agreement whereby Licensee contracts with Motorola for service on the Wide-Area Network or access to certain parts of the Wide-Area Network and such default continues beyond any applicable cure period, Motorola may elect to terminate the Agreement. Such termination will be effective 30 days after Licensee's receipt of a second written notice from Motorola expressing its intent to terminate the Agreement. 7.3 Use of Licensed Operations. It is understood and agreed that upon termination of this Agreement, Motorola shall have no further right to manage the Licensed Operations. Motorola shall execute and/or file any document or instrument necessary to evidence such termination. 8. REPRESENTATIONS; WARRANTIES; COVENANTS 8.1 Licensee. Licensee represents and warrants that it: (a) is the duly authorized licensee of the FCC Licenses in Attachment A (the "Licenses") and is duly qualified under all laws, rules and regulations to hold such Licenses, (b) is the sole owner and real-party-in-interest of the Licenses and that no other party has an interest of any kind in such Licenses, (c) has the requisite authority and/or capacity, as applicable, to perform its undertakings pursuant to this Agreement, (d) is familiar with the applicable rules and regulations of the FCC, including without limitation those requiring that a licensee retain control of its licenses, (e) is aware of no impediment to the performance of its undertakings hereunder, and (� shall maintain the Licenses in full force and effect and as part of the System for the full term of this Agreement. Licensee further represents that the Licensed Operations for the Licenses, as currently being provided, are consistent with the Licenses and are fully compliant with the applicable laws and FCC Rules. 8.2 Motorola. Motorola represents that it: (a) is a corporation organized and existing under the laws of the State of Delaware and is duly authorized and in good standing under the laws of the State of Illinois; (b) has the requisite authority to perform its undertakings pursuant to this Agreement; and (c) is familiar with the applicable FCC Rules and is aware of no impediment to the performance of its undertakings hereunder. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. 9. INDEMNIFICATION 9.1 Licensee. Licensee agrees to defend, indemnify and hold Motorola and Motorola's employees, free and harmless from and against all claims, liabilities, judgments, suit, cause of action, damages, costs and expenses, including reasonable attorneys' fees arising from or relating to this Agreement, the System or the Licensed Operations to the extent caused by the negligence or willful misconduct of Licensee, its other contractors, or their employees or agents while performing their duties under this Agreement, provided that Motorola gives I,icensee prompt, written notice of any such 5-20-08 '7