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SITE NAME: RoseviLLe — County Rd C& Lexington Ave N SITE NUMBER: MN-MSP0252 Exhibit D Transfer Deed THIS Transfer Deed is executed and delivered effective as of the date below, by and among Clear Wireless, LLC a Nevada limited liability company (the "Clearwire") and the City of Roseville, a Municipality (the "City"). WHEREAS, the Clearwire agreed to sell, convey, assign, transfer and deliver to the City the Assets (as defined below) relating to the Site(s) identified on Exhibit A hereto (as defined in the Communications Site Lease Agreement entered into between Clearwire and the City, dated ). NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt of which is hereby acknowledged, Clearwire does hereby sell, convey, assign, transfer, and deliver to the City, its successors and assigns forever, all of Clearwire's right, title and interest in and to a certain tower, manufactured by and having a serial number of (the "Asset"). The City shall be solely responsible far the Asset and agrees to indemnify, defend and hold Clearwire harmless from any losses, liabilities, damages, costs and expenses (including reasonably attorneys' and consultants' fees, costs and expenses) arising from the construction, maintenance or repair of the Asset. Clearwire hereby represents and warrants that (i) the Asset is hereby transferred to the City, free from all liens, encumbrances, security interests and adverse claims created by ar through Clearwire; and (ii) it has full power to execute and deliver this Transfer Deed and has the full right and authority to sell and deliver the Asset. The City hereby acknowledges that the Asset is being transferred in AS IS condition and without warranty, express or implied, of inerchantability and fitness of purpose, except any manufacturer's warranty, if available. TO HAVE AND TO HOLD the Asset unto the City, its successors and assigns to and for its and their use and benefit forever. IN WITNESS WHEREOF, the parties have executed and delivered this Transfer Deed effective as of the day of 2010. City of Roseville, A municipal corporation By: Name: Title: Date: Clear Wireless LLC, A Nevada limited liability company By: Name: Title: Date: CLeazwire Execution Copy 1-06-2010 - LS - v. 5-22-06