NEW CINGULAR WIRELESS PCS, LLC OCTAGON TOWERS, LLC

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25. ASSIGNMENT AND CO -LOCATION. A. LESSEE will not assign or transfer this Agreement without the prior written consent of LESSOR, which consent will not be unreasonably withheld, delayed or conditioned; provided, however, that LESSEE shall have the right to assign its rights under this Agreement, to any of LESSEE's (i) partners, parents, subsidiaries, affiliates, or successor legal entities, (ii) in connection with the sale, exchange, or other transfer of LESSEE's FCC authorization for the geographic area in which the Premises are located or of majority of LESSEE's network assets in the geographic area where the Premises are located, or (iii) in connection with any financing, loan, security interest, pledge, or mortgage of LESSEE's property. B. LESSEE acknowledges and agrees that the City policy is to provide for co -location on communication tower facilities and will reasonably facilitate any co -location subject to the conditions outlined in Paragraph 13 (INTERFERENCE). LESSEE further agrees that LESSOR shall retain ownership of any further lease rights with respect to space for additional communication facilities on the Property, other than the Premises which is already leased to Lessee. Further, regarding co-location/sub] easing space on LESSEE's tower, LESSEE shall enter into a Tower Lease Agreement, or sublease, subject to all permits and approvals from all governmental agencies having jurisdiction thereover, with a future tower co -location user, subject to (i) LESSEE's right to require any such future co -location user to reimburse LESSEE for a pro-rata share of the costs of (i) the tower and its installation (ii) on -going maintenance and repair of the tower; and (iii) other Customary costs and expenses of operating, maintaining, Upgrading the Premises, including but not limited to access thereto, and (ii) LESSOR receiving eighty percent (80%) of the tower rent received by LESSEE. LESSEE shall provide for LESSOR's consent on any Tower Lease Agreement, or sublease and affidavits stating the sublease rent. The Party's intent in allowing LESSEE to collect rent and a pro-rata reimbursement of costs is to provide a means by which LESSEE can recoup its cost of construction and maintenance of said tower facilities and the Premises (and access thereto) on a pro-rata basis with subsequent users. The Parties intend that LESSOR, and not LESSEE, should benefit financially, from any future tower co -location agreement. Any future carrier or co - locator shall enter into a separate ground lease agreement with the City. 26. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if received by certified mail, return receipt requested or by commercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed as follows (or any other address that the Party to be notified may have designated to the sender by like notice): LESSOR: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702