Agenda - 09-05-2013 - 6b - Laserfiche WebLink

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Site Name: Phelps NC Site Number: 280138 15 in violation of any Environmental Laws and arising solely as the result of American Tower's activities after the execution of this Agreement. 15. Right of First Refusal; Sale of Property. (a) During the Term, prior to selling the Site or any portion of or interest in the Property or the Site, including but not limited to a leasehold interest or easement, or otherwise transfer Landlord's interest in Rent, and prior to assigning the Rent or any portion of Rent to a third party, Landlord shall notify American Tower in writing of the sale price and terms offered by a third party (the "Offer "), together with a copy of the Offer. American Tower will have the right of first refusal to purchase the real property interest or Rent or portion of Rent being sold by Landlord to such third party on the same financial terms of the Offer. American Tower will exercise its right of first refusal within 30 days of receipt of Landlord's notice and if American Tower does not provide notice within 30 days, American Tower will be deemed to have not exercised its right of first refusal. If American Tower does not exercise its right of first refusal, paragraph 15(b) of this Agreement will control the terms of the sale. (b) Landlord may sell the Property or a portion thereof to a third party, provided: (i) the sale is made subject to the terms of this Agreement; and (ii) if the sale does not include the assignment of Landlord's full interest in this Agreement the purchaser must agree to perform, without requiring compensation from American Tower or any Collocator, any obligation of the Landlord under this Agreement, including Landlord's obligation to cooperate with American Tower as provided hereunder, which obligation Landlord would no longer have the legal right or ability to perform following the sale without requiring compensation from American Tower or any Collocator to be paid to such purchaser. (c) In the event that American Tower sells or otherwise transfers the Tower or Tower Facilities or any portion of or interest in the Tower or Tower Facilities, American Tower shall ensure that the transfer is subject to any existing agreements with Collocators. (d) Should American Tower at any time during the Term abandon the Tower and/or Tower Facilities fee simple ownership of the Tower and Tower Facilities shall vest in Landlord. Upon such vesting Landlord may declare this Agreement and any appurtenant legal documents void. Abandonment shall be defined as the occurrence of any of the following: (i) Actual notice from American Tower to Landlord that American Tower will abandon the Tower or Tower Facilities on a date certain. (ii) American Tower, its agents, and employees cease maintenance of the Compound and maintenance and operations of the Tower and Tower Facilities for a period of twelve (12) consecutive months. (iii) American Tower fails to make Rent payments for twelve (12) consecutive months. 16. Assignment. (a) Any sublease, license or assignment of this Agreement that is entered into by Landlord or American Tower is subject to the provisions of this Agreement. (b) Landlord may assign this Agreement in its entirety to any third party in conjunction with a sale of the Property in accordance with Paragraph 15 of this Agreement. Landlord will not otherwise assign less than Landlord's full interest in this Agreement without the prior written consent of American Tower. {SK011162.DOCX 2 110