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23. GOVERNING LAW. This Agreement and the performance thereof shall be governed, interpreted,construed,and regulated by the laws of the State of California,with venue in Orange County. 24. ATTORNEYS'FEES The substantially prevailing party in any legal action or lawsuit arising hereunder shall be entitled to its reasonable attorneys'fees and court costs,including appeals,if any. 25. ASSIGNMENT. A. LESSEE will not assign or transfer this Agreement or sublet any portion of the Premises 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 sublease or 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(ii)in connection with any financing, loan, security interest, pledge, or mortgage of LESSEE's property. B. LESSEE and LESSOR acknowledge and agree that LESSEE will install facilities that will consist of two separate communications towers and equipment rooms.LESSEE further agrees that LESSOR, and not LESSEE,shall retain ownership and is responsible for the maintenance and repair of the second Tower and the equipment room associated with that Tower('Tower 2"). Further LESSOR shall retain the authority and absolute right to enter Into a LEASE AGREEMENT with a second mobile/wireless cornnumications provider ("LESSEE 2")to utilize Tower 2. The Lease Agreement for Tower 2,shall include a provision that prior to commencement of Else Lease Agreement for Tower 2,LESSEE 2 will reimburse LESSEE for a pro rate share of the construction casts incurred by LESSEE in constructing the facilities Pro rata share is defined by the number of wireless carriers on the second Tower. 26. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if sent 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 Executive Director Parks,Roo.&Community Services(M-23) 888 W.Santa Ana Blvd. Santa Ma,CA 92702 Courtesy City of Santa Ana- Office of the City Attorney Copy to 20 Civic Center Plaza(M-29) P.O.Box 1988 Santa Ana,California 92702 LESSEE: T-Mobilc USA,inn. 12920 SE 38'a Street Belkvue,WA 98006 Attn: PCS Lease Administrator With a copy Ili Alin: Legal Dept. Copy to: OMNIPOINT COMMUNICATIONS INC.,a subsidiary of T-Mobile USA,Inc. (Site#: LA030IOA) • 3 Imperial Promenade,Suite 1100 Santa Ana,CA 92707 Attn:Lease Administration Manager Notice shall be effective upon mailing or delivering the same to a commercial courier,as permitted above. Site R: LA03010A 6 Site Name: TM0101erome Park Market:California Page 56 of 103