S Lease Agreement between Orange County and American Towers LLC

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Site Name:Phelps NC Site Number: 280138 (c) American Tower shall not sell, assign, or transfer this Agreement without the express written consent of the Landlord, which shall not be unreasonably withheld, conditioned or delayed or made the subject of a demand for additional fees or compensation; provided, however, this Agreement may be sold, assigned, licensed, or transferred at any time by American Tower to any business entity which (a) is a parent, subsidiary or affiliate of American Tower, (b)controls or is controlled by or under common control of American Tower, (c) is merged or consolidated with American Tower, or (d) purchases more than 50%ownership interest in or to the assets of American Tower to which this applies. Upon assignment, American Tower shall be relieved of all liabilities and obligations hereunder and Landlord shall look solely to the assignee for performance under this Agreement and all obligations hereunder. (d) American Tower may mortgage or grant a security interest in this Agreement and the Tower Facilities, and may assign this Agreement and the Tower Facilities to any such mortgagees or holders of security interests including their successors and assigns (collectively, "Secured Parties"). If requested by American Tower, Landlord will execute such consent to such financing as may reasonably be required by Secured Parties. In addition, if requested by American Tower, Landlord agrees to notify American Tower and American Tower's Secured Parties simultaneously of any default by American Tower and to give Secured Parties the same right to cure any default as American Tower. If a termination, disaffirmance or rejection of the Agreement by American Tower pursuant to any laws (including any bankruptcy or insolvency laws) occurs, or if Landlord will terminate this Agreement for any reason,Landlord will give to Secured Parties prompt notice thereof and Secured Parties will have the right to enter upon the Compound during a 30-day period commencing upon Secured Parties' receipt of such notice for the purpose of removing any Tower Facilities. Landlord acknowledges that Secured Parties are third-party beneficiaries of this Agreement. 17. Condemnation. If a condemning authority takes all of the Site, or a portion sufficient in American Tower's sole judgment,to render the Site unsuitable for the Intended Use, this Agreement will terminate as of the date the title vests in the condemning authority. Landlord and American Tower will share in the condemnation proceeds in proportion to the values of their respective interests in the Site (which for American Tower includes, where applicable, the value of the Tower Facilities, moving expenses, prepaid rent and business dislocation expenses). If a condemning authority takes less than the entire Site such that the Site remains suitable for American Tower's Intended Use and does not impact the Tower Facilities Rent payable under this Agreement will be unaffected. A sale of all or part of the Site to a purchaser with the power of eminent domain in the face of the exercise of eminent domain power will be treated as a taking by condemnation for the purposes of this paragraph. 18. Insurance. American Tower will purchase and maintain, and will require its agents, grantees, licensees, subcontractors, and Collocators to maintain, in full force and effect throughout the Option Period and the Term such insurance policies as as American Tower may deem necessary. All insurance policies, with the exception of Worker's Compensation and Professional Liability, required under this Agreement shall name the Landlord as an additional insured party. Evidence of such insurance shall be furnished to the Landlord, together with evidence that each policy provides the Landlord with not less than thirty(30) days prior written notice of any cancellation, non-renewal or reduction of coverage. At a minimum the following insurance shall be maintained: . (a) Worker's Compensation Insurance for .protection from claims under workers' or workmen's compensation acts; (b) Comprehensive General Liability Insurance covering claims arising out of or relating to bodily injury, including bodily injury, sickness, disease or death of any of the American Tower's (SK011162.DOCX 2)11