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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 fmding 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 />25. ASSIGNMENT AND CO-LOCATION.
<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, (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 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 (80%) 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 #: LA33836B
<br />Site Name: Delhi Park
<br />Date: 06/18/2010
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