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21. EMERGENCY USE OF SITE. LESSEE shall make available to the police, fire and emergency <br />services of the City of Santa Ana space on its communications tower at no cost to LESSEE or said entities, subject <br />to structural analysis. The City of Santa Ana is responsible for maintaining its own equipment. The space to be <br />made available will not create interference with LESSEE's communications operations. As to any future subleases, <br />their respective installations will be permitted only at such locations that will not cause interference with LESSEE or <br />LESSOR and the City's operations. The City entities will be afforded 24 -hour access to its equipment at the <br />Property. In addition, 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 contains all agreements, <br />promises and understandings between the LESSOR and LESSEE and that no verbal or oral agreements, promises or <br />understandings shall be binding upon either the LESSOR or LESSEE in any dispute, controversy or proceeding at <br />law, and any addition, variation or modification to this Agreement shall be void and ineffective unless made in <br />writing and signed by the Parties. In the event any provision of the Agreement is found to be invalid or <br />unenforceable, such finding shall not affect the validity and enforceability of the remaining provisions of this <br />Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of this <br />Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have <br />the right to enforce such rights at any time and take such action as may be lawful and authorized under this <br />Agreement, either in law or in equity. <br />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 />• <br />A. LESSEE will not assign or transfer this Agreement without the prior written consent of <br />LESSOR, which consent will not be unreasonably withheld, delayed or conditioned; provided, however, that <br />LESSEE shall have the right to assign its rights under this Agreement, to any of LESSEE's (i) partners, parents, <br />subsidiaries, affiliates, or successor legal entities mm 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 or of majority of LESSEE's <br />network assets in the geographic area where the Premises are located, or (iii) in connection with any financing, loan, <br />security interest, pledge, or mortgage of LESSEE's property. <br />B. LESSEE acknowledges and agrees that the City policy is to provide for co-location on <br />communication tower facilities and will reasonably facilitate any co- location subject to the conditions outlined in <br />Paragraph 13 (INTERFERENCE). LESSEE further agrees that LESSOR shall retain ownership of any further lease <br />rights with respect to space for additional communication facilities on the Property, other than the Premises which is <br />already leased to Lessee. Further, regarding co-location/subleasing space on LESSEE's tower, LESSEE shall enter <br />into a Tower Lease Agreement, or sublease, subject to all permits and approvals from all governmental agencies <br />having jurisdiction thereover, with a future tower co- location user, subject to (i) LESSEE's right to require any such <br />future co-location user to reimburse LESSEE for a pro -rata share of the costs of the tower and its installation, and <br />(ii) LESSOR receiving eighty percent (801%) of the tower rent received by LESSEE. LESSEE shall provide for <br />LESSOR's consent on any Tower Lease Agreement, or sublease and affidavits stating the sublease rent. The Party's <br />intent in allowing LESSEE to collect rent and a pro-rata reimbursement of costs is to provide a means by which <br />LESSEE can recoup its cost of construction and maintenance of said tower facilities on a pro -rata basis with <br />subsequent users. The Parties intend that LESSOR, and not LESSEE, should benefit financially, from any future <br />tower co- location agreement. Any future carrier or co- locator shall enter into a separate ground lease agreement <br />with the City. <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 />Site H: LA33836B <br />Site Name: Delhi Park <br />Date: 06/18/2010 <br />