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<br />. 21. Assignment and Subletting. C-CALL shall not assign, sublet or otherwise transfer or encumber all or any part of C-
<br />CALL's interest in this Lease without Lessor's prior written consent, which Lessor shall not unreasonably withhold. Notwithstanding the
<br />foregoing, C.CALL may assign or sublet its interest in this Lease or may assign or sublet the Premises, or any portion thereof, without
<br />Lessor's consent, to any entity which controls, is controlled by, or is under the common control with C-CALL, or to any entity resulting
<br />from any merger or consolidation with C-CALL, or to any partner of C-CALL or to any partnership in which C.CALL is a general partner,
<br />or to any person or entity which acquires all of the assets of C-CALL as a going concern, or to any entity which obtains a security
<br />interest in a substantial portion of C-CALL's assets. Lessor hereby consents to: the assignment by C-CALL of its rights under this
<br />Lease as collateral security to any entity which provides financing for the purchase of the equipment to be installed at the Premises;
<br />Any such assignment, subletting or transfer shall not relieve C-CALL of its obligations under this Lease. Should Lessor sell, lease,
<br />transfer or otherwise convey all or any part of the Property to any transferee other than C-CALL, then such transfer shall be subject to
<br />this Lease and all of C-CALL's rights hereunder and the easement rights of C-CALL to the Access Areas.
<br />
<br />22. Notices and Other Communications. Every notice required by this Lease shall be delivered either by (i) personal
<br />delivery, or (ii) postage prepaid return receipt requested certified mail addressed to the party for whom intended at the addresses
<br />appearing in the first paragraph of this lease or at such other address as the intended recipient shall have designated by written notice.
<br />A copy of each notice sent to C-CALL shall be sent to: Paul B. Albritton, Mackenzie & Albritton, One Post Street, Suite 500, San
<br />Francisco, CA 94101 and OneComm Corp., 7900 International Drive, Bloomington, Minnesota 55425.
<br />
<br />23. Hazardous Substances. C.CALL agrees that it will not use, generate, store or dispose of any Hazardous Material
<br />on, under, about or within the Property in violation of any law or regulation. Lessor represents warrants and agrees (1) that neither
<br />Lessor nor, to Lessor's knowledge, any third party has used, generated, stored or disposed of, or permitted the use, generation, storage
<br />or disposal of, any Hazardous Material (defined below) on, under, about or within the Property in violation of any law or regulation, and
<br />(2) that Lessor will not, and will not permit any third party to, use generate, store or dispose of any Hazardous Material on, under, about
<br />or within the Property in violation of any law or regulation. Lessor and C-CALL each agree to defend, indemnify and hold harmless the
<br />other and the other's partners, affiliates, agents and employees against any and all losses, liabilities, claims and/or costs (including
<br />reasonable attorney's fees and costs) arising from any breach of any representation, warranty or agreement contained in this Section.
<br />As used in this Section, "Hazardous Material" shall mean petroleum or any petroleum product, asbestos, any substance known by the
<br />state in which the Property is located to cause cancer and/or reproductive toxicity, and/or any substance, chemical or waste that is
<br />identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation.
<br />
<br />24. Waivers. Any waiver of any right under this Lease must be in writing and signed by the waiving party.
<br />
<br />..
<br />25. Written Agreement to Govern. This Lease is'the entire understanding between the parties relating to the subjects it
<br />covers. Lessor acknowledges that this Communications Site Lease, once executed by Lessor, constitutes an offer to C-CALL which
<br />shall not be binding upon the parties until accepted by C-CALL'sfauthorized signature below.
<br />
<br />26. Further Assurances, In addition to the actions specifically mentioned in this Lease, the parties shall each do
<br />whatever may be reasonably necessary to accomplish the transactions contemplated in this Agreement including, without limitation:
<br />execution of all applications, permits and approvals required of Lessor for construction of the Communications Site by C-CALL;
<br />cooperation in obtaining Non-Disturbance Agreements from holders of senior encumbrances on the Property; and execution of a
<br />Memorandum of Lease and a Memorandum of Commencement hereof in form appropriate for recording in the county in which the
<br />Premises are situated.
<br />
<br />IN WITNESS WH~EOF, the parties hereto have executed this Lease as of the day and year first above written.
<br />C-CA L CORP., a D wat' orpora' City of Rosevllle, a Minnesota Municipal
<br />. corporation
<br />BY~
<br />
<br />City Mi'lnagPT
<br />
<br />By:
<br />
<br />
<br />lip IJ'K/rt-
<br />
<br />Title:
<br />
<br />Title:
<br />
<br />Printed Name: U1()
<br />Dme: ~Z--,199Jl
<br />
<br />Printed Name:
<br />
<br />Steven R. Sarkozv
<br />
<br />Date: 10 2 JL., 199.-!
<br />FederalTaxl.D. No: 41-600-7849
<br />
<br />(seal)
<br />
<br />SCHEDULE OF EXHIBITS:
<br />
<br />Exhibit A (the "Property");
<br />
<br />Exhibit B (the .Premises");
<br />
<br />Memorandum of Lease
<br />
<br />4
<br />
<br />CenCa/l Minnesola Ground Lease Form
<br />C> April f 5, 1994 Mackenzie & Albritton
<br />
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