PACIFIC BELL MOBILE SERVICES (SUBLEASE WATER TOWER) -1996

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CM- 024 -21 Sublessor as an additional insured with respect to the above Commercial General Liability insurance. Sublessee shall have the right to self - insure with respect to any of the above insurance. (b) Sublessee's Indemnity. Sublessee shall defend, indemnify, hold and save Sublessor harmless from and against any and all loss, costs, liability or damage (including reasonable attorneys' fees and court costs) arising by reason of the willful misconduct or negligence of Sublessee, or Sublessee's officers, agents or employees, in connection with the Premises. (c) Sublessor's Indemnity. Sublessor shall defend, indemnify, hold and save Sublessee harmless from and against any and all loss, costs, liability or damage (including reasonable attorneys' fees and court costs) arising out of or in connection with the Premises, except to the extent arising out of the willful misconduct or negligence of Sublessee, or Sublessee's officers, agents or employees. (d) Survival The foregoing indemnity in (b) and (c) will survive the termination, cancellation or expiration of this Sublease. 13. Assignment. Sublessee may assign this Sublease at any time upon notice to Sublessor. 14. Title and Quiet Enjoyment. (a) Sublessor warrants that it has full right, power and authority to execute this Sublease; Sublessor further warrants that Sublessee shall have quiet enjoyment of the Premises during the Term of this Sublease or any Renewal Term. (b) Sublessee has the right to obtain a title report or commitment for a leasehold title policy from a title insurance company of its choice. If, in the opinion of Sublessee, such title report shows any defects of title or any liens or encumbrances which may adversely affect Sublessee's use of the Premises, Sublessee shall have the right to terminate this Sublease immediately upon written notice to Sublessor. (c) Sublessor warrants: (i) that the Master Lease is in full force and effect; (ii) that Sublessor has not assigned any of its rights under the Master Lease to any third parties; (iii) to the best of Sublessor's knowledge, neither Master Lessor under the Master Lease nor Sublessor is, or with the giving of notice, or passage of time (or both), will be in default under any of the terms or conditions of the Master Lease; (iv) that the Master Lease attached as Exhibit "D -2" constitutes the entire agreement between the Master Lessor and Sublessor regarding the Premises, and there are no written or oral amendments thereto; (v) that during the Term of this Sublease, Sublessor shall not modify, amend or terminate the Master Lease without the prior written consent of Sublessee; and (vi) upon request of Sublessee, Sublessor shall use all reasonable efforts to cause the Master Lessor under the Master Lease to observe and /or perform its obligations under the Master Lease. If Sublessor fails, after using all reasonable efforts to cause the Master Lessor under the Master Lease to observe and/or perform its obligations, Sublessor shall cooperate in all reasonable respects with Sublessee's efforts (including without limitation, any legal or equitable claim brought by Sublessee) to accomplish such purpose. (d) Sublessor shall timely perform and comply with all of the terms, covenants and conditions of the Master Lease, and not do or permit anything that would result in a default under or cause the Master Lease to be terminated. Sublessor shall timely deliver any and all notices required under the Master Lease to extend the term during the Term of this Sublease unless otherwise notified in writing by Sublessee. Sublessor shall immediately provide to Sublessee a copy of any all notices or other correspondence whether sent or received by Sublessor in connection with the Master Lease. 15. Repairs. Sublessee shall not be required to make any repairs to the Premises or Sublessor's water tower except for damages to the Premises or Sublessor's water tower caused by Sublessee, its employees, agents, contractors or subcontractors. 16. Environmental. Sublessor represents that the Premises have not been used for the generation, storage, treatment or disposal of hazardous materials, hazardous substances or hazardous wastes. In addition, Sublessor represents that no hazardous materials, hazardous substances, hazardous wastes, pollutants, asbestos, polychlorinated biphenyls (PCBs), petroleum or other fuels (including crude oil or any fraction or derivative thereof) or underground storage tanks are located on or near the Premises. Notwithstanding any other provision of this Sublease, Sublessee relies upon the representations stated herein as a material inducement for entering into this Sublease. 1107 4/16/96 3:51 PM