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17. Assienments or Transfers. Lessor may assign or transfer this Lease Agreement to any person or
<br />entity without any requirement for prior approval by Lessee, provided that such assignee or transferee agrees in
<br />writing to fulfill the duties and obligations of the Lessor in said Lease Agreement, including the obligation to respect
<br />Lessee's rights to nondisturbance and quiet enjoyment of the Premises during the remainder of the Tenn and any
<br />Renewal Term hereof. Lessee may assign or transfer this Lease Agreement without prior approval by Lessor to any
<br />of its partners, subsidiazies, affiliates, or to a person or entity acquiring by purchase, merger or operation of law a
<br />majority of the value of the assets of Lessee or to any entity that is in the business of owning telecommunications
<br />towers. Lessee shall not assign or transfer this Lease Agreement to any other person or entity without the prior
<br />written approval of Lessor, which approval shall not be unreasonably withheld. Notwithstanding anything to the
<br />contrary contained in this Agreement, Lessee may assign, mortgage, pledge, hypothecate or otherwise transfer without
<br />consent its interest in this Agreement to any fmancing entity, or agent on behalf of any fmancing entity to whom Lessee
<br />(i) has obligations for borrowed money or in respect of guazanties thereof, (ii) has obligations evidenced by bonds,
<br />debentures, notes or similaz instruments, or (iii) has obligations under or with respect to letters of credit, bankers
<br />acceptances and similar facilities or in respect of guazanties thereof.
<br />18. Subleases. Lessee shall have the right to sublease or otherwise allow any other communications
<br />provider to occupy space on any antenna structure or equipment enclosure installed by Lessee at the Premises
<br />without Lessor's prior written consent, but upon written notice to Lessor, provided that any such sublessee shall be
<br />bound by all the duties and obligations of this Lease Agreement and that Lessee shall be primarily liable to Lessor
<br />for such sublessee's performance under this Lease Agreement. In any such sublease, Lessee shall be entitled to
<br />chazge the subtenant rent or fees in order to recover the expenses which Lessee advanced to develop Lessee's
<br />Facilities at the Premises, to provide utilities to the Premises, and to recover its costs incurred to effect such
<br />subletting.
<br />19. Nondisturbance and Ouiet Eniovment: Subordination: Estoooel Certificates.
<br />(a) So long as Lessee is not in default under this Lease Agreement, Lessee shall be entitled to
<br />quiet enjoyment of the Premises during the term of this Lease Agreement or any Renewal Term, and Lessee shall not
<br />be disturbed in its occupancy and use of the Premises.
<br />(b) This Lease Agreement shall be subordinate to each and every deed of trust, mortgage or
<br />other security instrument which may now or hereafter affect Lessor's Real Property and to any renewals, extensions,
<br />supplements, amendments, modifications or replacements thereof. In confirmation of such subordination, Lessee
<br />shall execute and deliver promptly any certificate of subordination that Lessor may request, provided that such
<br />certificate acknowledges that this Lease Agreement remains in full force and effect and recognizes Lessee's right to
<br />nondisturbance and quiet enjoyment of the Premises so long as Lessee is not in default under this Lease Agreement.
<br />If any mortgagee or lender succeeds to Lessor's interest in Lessor's Real Property through a foreclosure proceeding
<br />or by a deed in lieu of foreclosure, Lessee shall attorn to and recognize such successor as Lessor under this Lease
<br />Agreement.
<br />(c) At any time upon not less than ten (10) days' prior written notice by Lessor, Lessee shall
<br />execute, acknowledge and deliver to Lessor or any other party specified by Lessor a statement in writing certifying
<br />that this Lease Agreement is in full force and effect and the status of any continuing defaults under this Lease
<br />Agreement.
<br />20. Indemnifications.
<br />(a) Lessee's Indemnity. Lessee hereby agrees to indemnify and hold Lessor and Lessor's
<br />officers, directors, partners, shazeholders, employees, agents, contractors or subcontractors harmless from and
<br />against any and all losses, claims, liabilities, damages, costs and expenses (including reasonable attorney's fees and
<br />costs) and injuries (including personal injuries or death) arising from or in connection with Lessee's use, operation,
<br />maintenance or repair of Lessee's Facilities at the Premises or access over Lessor's Real Property or Lessee's shazed
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<br />Site No: SF06520A -Santos Ranch
<br />Site Address: 3998 Foothill Rd., Pleasantoq CA
<br />FINAL LEASE 9.14.08
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