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construction work and will coordinate the scheduling of same with Landlord prior to conducting such testing or pre -construction work. Section 5. Title and Quiet Possession. Landlord represents and agrees (a) that it is the owner of the Site; (b) that it has the right to enter into this Lease; (c) that the person signing this Lease has the authority to sign it; (d) that Tenant is entitled to access to use of the Site as provided herein throughout the term of this Lease. Notwithstanding the foregoing, in the event of any situation that poses an immediate threat of substantial harm to persons and/or property which requires entry onto the Site by Landlord, Landlord may enter the Site and take such actions that are required to protect individuals or personal property from such substantial harm or damage; provided that promptly after such entry into the Site and no longer than forty-eight (48) hours, Landlord shall give telephonic and written notice to Tenant of Landlord's entry onto the Site. Landlord covenants that Tenant, on paying the rent and performing the covenants shall peaceably and quietly have, hold and enjoy the Site. Section 6. Assignment /Sublettin . The Lease may be sold and assigned or transferred by the Tenant with prior written approval and consent of the Landlord, subject to the conditions of the CUP, which may terminate upon transfer of the Lease, to (i) the Tenant's principal, partner, affiliates, members, subsidiaries of its principal; (ii) to any entity which acquires all or substantially all of Tenant's assets in the market defined by the Federal Communications Commission in which the Property is located by reason of a merger, acquisition or other business reorganization; or (iii) to any entity which acquires or receives an interest in the majority of communication towers of the Tenant in the market defined by the Federal Communications Commission in which the Property is located. Except as otherwise provided in this Section 6, Tenant shall not assign or transfer this Lease or sublet all or any portion of the Site without the prior written consent of Landlord which consent shall not be unreasonably withheld, conditioned or delayed. In the event Tenant attempts any assignment or transfer requiring Landlord's consent without the Landlord's prior written consent, such action shall be null and void, and this Lease shall immediately be subject to termination at the option of the Landlord. Section 7. Notices. All notices shall be made in writing and are effective three days after deposit in the United States mail, certified and postage prepaid, or the next business day when sent by overnight delivery service. Mailed notices shall be addressed as set forth below, but each party may change its address by written notice in accordance with this Section. Tenant c/o Cingular Wireless Mail Code GAN02 Attn: Network Real Estate Administration 6100 Atlantic Blvd. Norcross, GA 30071 With a copy concurrently to: Cingular Wireless Attn: Legal Department 2521 Michelle Drive, 2nd Floor Tustin, CA 92780 3 CM-365-1 l November 7, 2002 (11:16AM)