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tower at no cost to LESSEE or said entities, subject to structural analysis. The City of <br /> Santa Ana is responsible for maintaining its own equipment. The space to be made <br /> available will not create interference with LESSEE's communications operations. As to <br /> any future subleases, their respective installations will be permitted only at such locations <br /> that will not cause interference with LESSEE or LESSOR and the City's operations. The <br /> City entities will be afforded 24-hour access to its equipment at the Property. In addition, <br /> the City will be provided "power backup" by LESSEE, if available at the Premises. <br /> 22. INTEGRATION. It is agreed and understood that this Agreement <br /> contains all agreements, promises and understandings between the LESSOR and <br /> LESSF.F, and that no verbal or oral agreements, promises or understandings shall be <br /> binding upon either the LESSOR or LF,SSEC in any dispute, controversy or proceeding at <br /> law, and any addition, variation or modification to this Agreement shall be void and <br /> ineffective unless made in writing and signed by the Panics. In the event any provision <br /> of the Agreement is found to be invalid or unenforceable, such finding shall not affect the <br /> validity and enforceability of [he remaining provisions of [his Agreement. 'fhe failure of <br /> either Pany to insist upon strict performance of any ofthe terms or conditions of this <br /> Agrcement or to exercise any of its rights under the Agreement shall not waive such <br /> rights and such Party shall have the right to enforce such rights a[ any time and take such <br /> action as may be lawful and authorized under this Agreement, either in law or in equity. <br /> 23. GOVERNING I,A W. This Agreement and the performance thereof shall <br /> be governed, interpreted, construed, and regulated by the laws of the State of California, <br /> with venue in Orange County. <br /> 24. ATTORNEYS' FEES. The substantially prevailing party in any legal <br /> action or lawsuit arising hereunder shall be entitled to its reasonable attorneys' fees and <br /> court costs, including appeals, if any. <br /> 25. ASSIGNMENT AND CO-I O 'AT[ON <br /> a. LESSEE will not assign or transfer [his Agreement without the prior <br /> written consent of LESSOR, which consent will not be unreasonably withheld, delayed or <br /> conditioned; provided, however, that LESSEE shall have the right to assign its rights <br /> under this Agreement, to any of LESSEE'S (i) partners, parents, subsidiaries, affiliates, or <br /> successor legal entities, (ii) in connection with the sale, exchange, or other transfer of <br /> LESSEE'S FCC authorization for the geographic area in which the Premises are located <br /> or of majority of LESSEE'S network assets in the geographic area where the Premises are <br /> located, or (iii) in connection with any financing, loan, security interest, pledge, or <br /> mortgage of LESSEE'S property. <br /> b. LESSEE acknowledges and agrees [hat the City policy is [o provide for <br /> co-location on communication tower facilities and will reasonably facilitate any co- <br /> loration subject to the conditions outlined in Paragraph 13 (INTERFERENCE). LESSEE <br /> further agrees that LESSOR shall retain ownership of any further lease rights with respect <br /> to space for additional communication facilities on the Property. Further, LESSEE shall <br /> enter into a TOWER LEASE AGREEMENT, subject to all permits and approvals from <br /> <br /> T-MODa.E <br /> RIVCRViF,W PARK <br /> 25F-11 <br /> <br />