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Site Name:Phelps NC <br /> Site Number: 280138 <br /> in violation of any Environmental Laws and arising solely as the result of American Tower's <br /> activities after the execution of this Agreement. <br /> 15. Rip-lit of First Refusal; Sale of Property. <br /> (a) During the Term, prior-to selling the Site or any portion of or interest in the Property or <br /> the Site,including but not limited to a leasehold interest or easement,and/or prior to assigning the Rent or <br /> any portion of Rent to a third party,Landlord shall notify American Tower in writing of the sale price and <br /> terms offered by a third party(the"Offer"),together with a copy of the Offer. American Tower will have <br /> the right of first refusal to purchase the real property interest or Rent or portion of Rent being sold by <br /> Landlord to such third party on the same financial terms of the Offer. American Tower will exercise its <br /> right of first refusal within 30 days of receipt of Landlord's notice and if American Tower does not <br /> provide notice within 30 days, American Tower will be deemed to have not exercised its right of first <br /> refusal. If American Tower does not exercise its right of first refusal,paragraph 15(b)of this Agreement <br /> will control the terms of the sale. <br /> (b) Landlord may sell the Property or a portion thereof to a third party,provided: (i)the sale <br /> is made subject to the terms of this Agreement; and (ii) if the sale does not include the assignment of <br /> Landlord's full interest in this Agreement the purchaser must agree to perform, without requiring <br /> compensation from American Tower or any Collocator, any obligation of the Landlord under this <br /> Agreement, including Landlord's obligation to cooperate with American Tower as provided hereunder, <br /> which obligation Landlord would no longer have the legal right or ability to perform following the sale <br /> without requiring compensation from American Tower or any Collocator to be paid to such purchaser. <br /> (a) In the event that American Tower sells or otherwise transfers the Tower or Tower <br /> Facilities or any portion of or interest in the Tower or Tower Facilities,American Tower shall ensure that <br /> the transfer is subject to any existing agreements with Collocators. <br /> (b) Should American Tower at any time during the Term abandon the Tower and/or Tower <br /> Facilities fee simple ownership of the Tower and Tower Facilities shall vest in Landlord. Upon such <br /> vesting Landlord may declare this Agreement and any appurtenant legal documents void. Abandonment <br /> shall be defined as the occurrence of any of the following: <br /> (i) Actual notice from American Tower to Landlord that American Tower will <br /> abandon the Tower or Tower Facilities on a date certain. <br /> (ii) American Tower,its agents,and employees cease maintenance of the Compound <br /> and maintenance and operations of the Tower and Tower Facilities for a period <br /> of twelve(12)consecutive months. <br /> (iii) American Tower fails to make Rent payments for twelve(12)consecutive <br /> months. <br /> 16. Asshmment. <br /> (a) Any sublease, license or assignment of this Agreement that is entered into by Landlord or <br /> American Tower is subject to the provisions of this Agreement. <br /> (b) Landlord may assign this Agreement in its entirety to any third party in conjunction with <br /> a sale of the Property in accordance with Paragraph 15 of this Agreement. Landlord will not otherwise <br /> assign less than Landlord's full interest in this Agreement without the prior written consent of American <br /> Tower. <br /> {SK011162.DOCX 2110 <br />