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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 . Ri2ht 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 : ( 1) the sale <br /> is made subject to the terms of this Agreement ; and ( 11 ) 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 /> ( 11) 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 /> ( 111 ) American Tower fails to make Rent payments for twelve ( 12 ) consecutive <br /> months . <br /> 16 . Assignment. <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 2 } 10 <br />