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23. GOVERNING LAW. This Agreement and the performance thereof shall be governed, <br />interpreted, construed, and regulated by the laws of the State of California, with venue in Orange County. <br />24. ATTORNEYS' FEES. The substantially prevailing party in any legal action or lawsuit arising <br />hereunder shall be entitled to its reasonable attorneys' fees and court costs, including appeals, if any. <br />25. ASSIGNMENT. <br />A. LESSEE will not assign or transfer this Agreement or sublet any portion of the Premises <br />without the prior written consent of LESSOR, which consent will not be unreasonably withheld, delayed or <br />conditioned; provided, however, that LESSEE shall have the right to sublease or assign its rights under this <br />Agreement, to any of LESSEE's (i) partners, parents, subsidiaries, affiliates, or successor legal entities, (ii) in <br />connection with the sale, exchange, or other transfer of LESSEE's FCC authorization for the geographic area in <br />which the Premises are located or of majority of LESSEE's network assets in the geographic area where the <br />Premises are located, or (iii) in connection with any financing, loan, security interest, pledge, or mortgage of <br />LESSEE's property. <br />B. LESSEE and LESSOR acknowledge and agree that LESSEE will install facilities that <br />will consist of two separate communications towers and equipment rooms. LESSEE further agrees that LESSOR, <br />and not LESSEE, shall retain ownership and is responsible for the maintenance and repair of the second Tower and <br />the equipment room associated with that Tower ("Tower 2"). Further LESSOR shall retain the authority and <br />absolute right to enter into a LEASE AGREEMENT with a second mobile/wireless communications provider <br />("LESSEE 2") to utilize Tower 2. The Lease Agreement for Tower 2, shall include a provision that prior to <br />commencement of the Lease Agreement for Tower 2, LESSEE 2 will reimburse LESSEE for a pro rata share of the <br />construction costs incurred by LESSEE in constructing the facilities. Pro rata share is defined by the number of <br />wireless carriers on the second Tower. <br />26. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent by <br />certified mail, return receipt requested or by commercial courier, provided the courier's regular business is delivery <br />service and provided further that it guarantees delivery to the addressee by the end of the next business day <br />following the courier's receipt from the sender, addressed as follows (or any other address that the Party to be <br />notified may have designated to the sender by like notice): <br />LESSOR: City of Santa Ana <br />Executive Director <br />Parks, Rec. & Community Services (M-23) <br />888 W. Santa Ana Blvd. <br />Santa Ana, CA 92702 <br />Courtesy City of Santa Ana — Office of the City Attorney <br />Copy to 20 Civic Center Plaza (M-29) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />LESSEE: T -Mobile USA, Inc. <br />12920 SE 38`h Street <br />Bellevue, WA 98006 <br />Attn: PCS Lease Administrator <br />With a copy to: Atm: Legal Dept. <br />Copy to: OMNIPOINT COMMUNICATIONS INC., a subsidiary <br />of T -Mobile USA, Inc. <br />(Site #: LA02901A) <br />3 Imperial Promenade, Suite 1100 <br />Santa Ana, CA 92707 <br />Atm: Lease Administration Manager <br />Site#: LA02901A <br />Site Name: SC451 Madison Park <br />Markct California <br />